| •• | | an Internal Audit Department that (a) reports directly to the Audit Committee, (b) is designed to enhance BXP’s operations through its objective, systematic and disciplined testing and evaluation of the internal controls applicable to BXP’s significant activities, systems and processes and (c) conducts an annual enterprise risk assessment involving all departments, functions and regions of the Company and reports the results directly to the Audit Committee, •regular internal meetings among senior management from multiple departments, including internal audit, risk management, legal and information systems/technology, responsible for specified risk management activities with regular reports to the Audit Committee, •a Disclosure Committee established to assist senior management in designing, establishing, maintaining, reviewing and evaluating BXP’s disclosure controls and procedures, •a Code of Business Conduct and Ethics that governs business decisions and actions taken by our employees and directors and that allows for the confidential and anonymous reporting of questionable business practices by employees and third parties, and •a comprehensive internal and external audit process. As set forth in BXP’s Corporate Governance Guidelines, all directors have complete access to officers and employees of the Company, as well as the Company’s outside counsel, auditors and advisors. Board and Committee Meetings | | | | | | | | | | | | | | | | | | | | | 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. | | | | | | |
36 BXP / 2024 Proxy Statement
Board Committees Our Board of Directors has an (1) Audit, (2) Compensation and (3) NCG Committee. Each of these committees operates pursuant to a charter that was approved by our Board of Directors and that is reviewed and reassessed at least annually. As required by the rules of the NYSE, a copy of each of these charters is available in the Investors section of our website at https://investors.bxp.com/ under the heading “Governance.” In addition, on March 18, 2021, our Board of Directors established a Sustainability Committee. Our Board of Directors may from time to time establish other special or standing committees to facilitate the management of BXP or to discharge specific duties delegated by the full Board of Directors. The membership and the function of each of these committees, and the number of meetings each held during 2023, are described below. | | | | | | | | | | | | | | | | 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 |
1.Ms. Ayotte is not standing for re-election at the 2024 annual meeting of stockholders. 2.As Lead Independent Director, Mr. Klein serves ex officio as a member of each of the Board's committees. BXP / 2024 Proxy Statement 37
| | | | | | | | | | | | | | | | | | | | | 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 (b) is designedon May 23, 2023. | | The Audit Committee's authority and responsibilities include: •sole authority to enhance BXP’s operations through its objective, systematicappoint, retain, terminate and disciplined testingdetermine the compensation of our independent registered public accounting firm; •reviewing with our independent registered public accounting firm the scope and evaluationresults 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 controls applicableaudit function and reviewing the internal audit plan; and •performing such other oversight functions as our Board may request from time to BXP’s significant activities, systemstime. | | | | | | | | | | | | | Financial Expertise: Our Board of Directors determined that each of Ms. Kipp and processesMr. Duncan qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC. | | | | | | | | | | | | | Each member of the Audit Committee is an “independent” director as that term is defined in the rules of the NYSE. For additional disclosures regarding the Audit Committee, including the Audit Committee Report, see “Proposal 4 / Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 131.
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38 BXP / 2024 Proxy Statement
| | | | | | | | | | | | | | | | | | | | | Compensation Committee Number of Meetings in 2023 7 Members Bruce W. Duncan (Chair)* Kelly A. Ayotte* William H. Walton, III Derek Anthony (Tony) West†
*Ms. Ayotte and (c) conducts an annual enterprise risk assessment involvingMr. Duncan were appointed to the Compensation Committee on September 5, 2023. †Mr. West was appointed to the Compensation Committee on May 23, 2023. | | The Compensation Committee's responsibilities include: •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 departments,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 regionsduties as our Board may request from time to time. | | | | | | | | | | | | | Each member of the CompanyCompensation Committee is an independent director as that term is defined in the rules of the NYSE. The Compensation Committee makes all compensation decisions for all executive officers. The Compensation Committee reviews and reports the results directlyapproves all equity awards for all employees and has delegated limited authority to the AuditCEO to make equity grants to employees who are not executive officers. In 2023, the Compensation Committee engaged Frederic W. Cook & Co., Inc. ("FW Cook") to serve as its independent, third-party advisor with respect to our overall executive compensation program and to advise on the reasonableness of executive compensation levels in comparison with those of other similarly situated companies and consult on the structure of our executive compensation program to optimally support our business objectives. FW Cook also advised on executive compensation trends among REITs and the broader market. Information concerning the nature and scope of FW Cook’s assignments and related disclosures are included under “Compensation Discussion and Analysis—Determining Executive Compensation—Compensation Advisor's Role & Benchmarking Peer Group” on page 94. The Compensation Committee Report is included in this proxy statement on page 101.
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BXP / 2024 Proxy Statement 39
| | | | | | | | | | | | | | | | | | | | | Nominating and Corporate Governance Committee Number of Meetings in 2023 3 Members Matthew J. Lustig (Chair) Bruce W. Duncan Carol B. Einiger
Diane J. Hoskins | | regular internal meetings among senior management
The NGC Committee's responsibilities include: •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 its committees; •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 our Board may request from multiple departments, including internal audit, risk management, legal and information systems/technology,time to time. | | | | | | | | | | | | | The NCG Committee is also responsible for specified risk management activities with regular reports to the Audit Committee, |
| • | | a Disclosure Committee established to assist senior management in designing, establishing, maintaining,annually reviewing and evaluating BXP’s disclosure controls and procedures,
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| • | | a Code of Business Conduct and Ethics that governs business decisions and actions taken by our employees and directors and that allows for the confidential and anonymous reporting of questionable business practices by employees and third parties, and
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| • | | a comprehensive internal and external audit process. As set forth in BXP’s Corporate Governance Guidelines all directors have complete accessand recommending any changes to officers and employeesour 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 Company,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 as that term is defined in the rules of the NYSE. | | | | | | |
40 BXP / 2024 Proxy Statement
| | | | | | | | | | | | | | | | | | | | | 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 Sustainability Committee's responsibilities include: •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 outside counsel, auditorssustainability objectives and advisors.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 our Board may request from time to time. | | | | | | |
OTHER GOVERNANCE MATTERS
›BXP CODE OF BUSINESS CONDUCT AND ETHICS AND OTHER POLICIES / 2024 Proxy Statement 41
Other Governance Matters 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 “Code of Ethics”) — available on our website at http://investors.bxp.com/code-conduct-and-ethics
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•Code of Business Conduct and Ethics (the “Code of Ethics”) — available on our website at http://investors.bxp.com/code-conduct-and-ethics The Code of Ethics governs business decisions made and actions taken by our directors, officers and employees. We intend to disclose on this website any amendment to, or waiver of, any provision of this Code of Ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE rules. | • | | Corporate Governance Guidelines — available on our website at http://investors.bxp.com/governance-guidelines
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| • | | Policy on Company Political Spending — available on our website at http://investors.bxp.com/policy-political-spend
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| | | | | | | |  | | | | 2023 Proxy Statement 40
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•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
Communications with the Board Stockholders and other interested parties who wish to communicate with our Board as a whole, any director,director(s), our non-management directors as a group, or our Audit Committee may do so as shown below. We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the compliance officer designated for purposes of administering the Code of Ethics will be forwarded to the addressee(s). | | | | | | | | | 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. 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103 | | | | Non-Management Directors of Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103
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| | | | | | | | | Communicate with our Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters:
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Follow any of the “Procedures“Procedures for Submission of Complaints under the Audit Committee Complaint Procedures” that are attached as Exhibit 1 to our Code of Ethics (see “— “—Code of Business Conduct and Ethics and Other PoliciesPolicies”” above) | | | | 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
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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. ›42 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION BXP / 2024 Proxy Statement
Compensation Committee Interlocks and Insider Participation Each of Mses. Ayotte and Einiger and Messrs. Duncan, Klein, Twardock, Walton and WaltonWest served on the Compensation Committee during 2022.2023. None of these persons has served as an officer or employee of BXP. Except as described below, none of these persons had any relationships with BXP requiring disclosure under Item 404 of Regulation S-K. None of BXP’sBXP'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 BXP or a member of the Compensation Committee during 2022.We lease2023.
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 start-up companylease expired on December 31, 2023. Retromer made aggregate payments to the CompanyBXP of approximately $584,755 and $44,000$264,000 during the yearsyear ended 2022 and 2021, respectively. Of the amount paid by the start-up company in 2022, approximately $264,000 represented aggregate monthly rental payments while the remainder represented payments for assistance with tenant fit-out work that the start-up company requested. The Company does not expect such services or payments to recur. The total amount due under the lease in 2023 is approximately $220,000. | | | | | | | | | | 2023 Proxy Statement 41 |
2023.
Proxy Access By-Law Provisions › PROXY ACCESS BY-LAW PROVISIONS
Our By-laws include a proxy access right for stockholders, pursuant to which a stockholder, or group of no more than five stockholders, meeting specified eligibility requirements, may include director nominees in our proxy materials for annual meetings of our stockholders. In order to be eligible to utilize these proxy access provisions, a stockholder, or group of stockholders, must: | • | | 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;
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| • | | 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
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| • | | 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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•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). For purposes of the foregoing requirements, issued and outstanding common units, other than those owned by us, our Operating Partnership or any of their directly or indirectly wholly owned subsidiaries and excluding issued and outstanding long term incentive units, will be treated as issued and outstanding shares of common stock. Additionally, all director nominees submitted through these provisions must be independent and meet specified additional criteria, and stockholders will not be entitled to utilize this proxy access right at an annual meeting if we receive notice through our traditional advanced notice by-law provisions that a stockholder intends to nominate a director at such meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then in office. The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our By-laws. By-laws.BXP | | | | | | | | | | | | 2023 Proxy Statement 42
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/ 2024 Proxy Statement 43
| | | 3› | | HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY |
HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY
HUMAN CAPITAL MANAGEMENT
Human Capital Management and Sustainability Human Capital Management Our successemployees are a significant distinguishing factor that sets BXP apart. As of December 31, 2023, we had 727 non-union employees (we had 836 employees, inclusive of union employees). Except as otherwise noted, all data provided in this Human Capital Management section refers to BXP’s non-union employee workforce as the unions control primary aspects of the hiring process. Our operational and financial performance depends on human capital.our employees' talents, energy, experience and well-being. Our ability to attract and retain talented people depends on a number of factors, including work environment, career development and professional training, compensation and benefits, and the health, safety and wellness of our employees. We have an established reputation for excellence and integrity; these core values are focused on social performance and positive externalities, including diversity and inclusioninherent in our workforce, the well-being ofculture and play a critical role in achieving our employees, their traininggoals and professional development, and making positive contributions to the communities we serve.› DIVERSITY, EQUITYoverall success.
Diversity, Equity & INCLUSIONInclusion We strive to create a diverse and inclusive workplace. It has been, and will continue to be, our policy 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, protected veteran status, or any other characteristic protected by local, state, or federal laws, rules, or regulations. By implementing this policy, we aim to ensure that all employees have the opportunity to make their maximum contribution to us and to their own career goals. BXP’s DEIDiversity, Equity & Inclusion Council (the “DEI Council”) is an executive-sponsored, employee-led, voluntary and employee-led committee unified by BXP’s mission to promote diversity, equity, inclusion 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 over 33 Councilinclude more than 42 members across our six regions, and each member contributes to the overall mission through leadership in one or more of the DEI Council’s three committees – the Recruiting & DevelopmentEmployee Engagement Committee, the Company PoliciesSupplier Diversity & Engagement Committee and the Community Outreach Committee – and/or three Employee Resource Groupsfour employee resource groups (“ERGs”). Including ERG members, as of December 31, 2022,2023, BXP’s DEI community consisted of 244255 members, or 36%35% of BXP’s workforce (exclusive of union employees).workforce. The DEI Council in collaboration with BXP’s CEO, President and Human Resources Department annually identify actionable diversity goals and proposes initiatives to advance its mission. In 2022,2023, the DEI Council’s focus areas were:Council focused on enhancing: (1) training and workforceemployees’ sense of belonging, (2) DEI education, (2) recruiting and onboarding, (3) employee engagement, (4) social responsibility, (5)(4) transparency and communication and (6)(5) governance. Throughout 2023, the DEI Council and BXP’s ERGs executed on numerous initiatives. BXP’s notable 2023 DEI activities include: | | | | | | | | | Diversity & Inclusion
DEI Goals and Initiatives | | | | Notable 20222023 Activities Actions & Achievements(1)
| | | | | | 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 | | |
44 BXP / 2024 Proxy Statement
| | | | | | | | | | Training & Workforce EducationHuman Capital Management and Sustainability | | ›/ |
| | | | | | | DEI Goals and Initiatives | Notable 2023 Activities | | | | | | Education | • Conducted a two-partProvided consultant-led training to BXP’s employees and numerous company-wide opportunities for exposure to DEI topics and experiences training •Sponsored instructional sessions for DEI Council members to enhance the effectiveness of DEI leadership skills•positions Continued cultural awareness education for the BXP workforce through interactive DEI event offerings, consistent communications with educational content regarding cultural holidays and awareness months and collaboration with property management teams to enhance visibility of important DEI dates and celebrations across BXP’s properties
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| | | | | | | | | | 2023 Proxy Statement 43 |
| | | | 3› | HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY |
| | | | | | | | Diversity & Inclusion
Goals and Initiatives
| | | | Notable 2022
Actions & Achievements(1)
| | | | Recruiting & Onboarding
| | › | | • 57% women and 39% ethnically diverse new hires in 2022
• 4.5% increase in ethnically diverse employees and 6.5% increase in ethnically diverse officers compared to the 2020 base year
• 2.0% increase in women employees and 9.0% increase in women officers compared to the 2020 base year
• Launched partnerships with CareerSpring and Project Destined to further enhance BXP’s community involvement, BXP employees’ volunteerism, as well as expand BXP’s diverse candidate pools to include program alumni and young professionals
• Proactively contracted with women-owned and/or minority-owned recruiting firms and firms with DEI programs representing 50% of BXP’s contracted recruiting firms (as of December 2022).
| | | | Employee Engagement
| | › | | • Launched three ERGs designed to connect employees who have similar backgrounds and shared experiences with the goal of working with BXP on diversity, equity and inclusion, bringing people together to share experiences and best practices, and ensuring that we are supporting each other across our communities
• Participation rate across BXP for the ERGs’ inaugural year totaled approximately 25% of our workforce
| | | | Social Responsibility | | › | | • Continued to facilitate relationshipsRenewed BXP's depository relationship with minority-owned businesses to provide commercial real estate spacethe nation's largest Black-led bank • Conducted a comprehensive reviewContinued BXP’s positive track record of vendors identified asengaging underrepresented business enterprises (“UBEs”) with the aim ofdefined as minority-, women-, disabled-, LGBTQ+-, and/or veteran- owned businesses, increasing UBE usagepartnerships by BXP resulting in a 34%6% year-over-year increase inand UBE usage compared to 2021•spend by 12% year-over-year Commenced a new depository relationship with a Black-owned bank and continued our partnership with a minority- and women-owned bank in our 2022 unsecured notes offering
• Increased community involvement through, among other efforts, regional charitable contributions to DEI-associated initiatives in our regions
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| | | | | | | | | | | | 2023 Proxy Statement 44
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| | | | 3› | HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY |
| | | | | | | | Diversity & Inclusion
Goals and Initiatives
| | | | Notable 2022
Actions & Achievements(1)
| | | | Transparency & Communication | | › | | • Dedicated a company-wide Town Hall discussionUsed 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’s co-chairsCouncil • Launched a DEI Council page on BXP’s internal portal that provides DEI resources and announces future events, initiatives and other information | | | | Governance
| | › | | • Formalized charters and mission statementsCreated official branding for the DEI Council and each ERG
of its ERGs | | | | | | Governance | • UndertookAdopted charters for the DEI Council and ERGs to formalize protocols, guidelines, and a voluntary refreshment processframework 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 Council members to ensure appropriate representation across backgrounds, experienceinitiatives informed by the assessments and regions that resulted in a 55% increase in DEI Council membership since its formationemployee feedback |
| | (1)Excludes union employees for which the unions control primary aspects of the hiring process; for new hires, data also excludes interns.
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The following is a snapshot of the diversity of our workforce as of December 31, 2022:2023: | | | | | | Total Workforce(1,2,3) | Manager & Above(1,2,3) |
| | | | | | | | | | | | 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 |
1.Race and gender percentages are based on voluntary self-identification at at the time of hiring and as voluntarily updated throughout the year. 2.Represents percentages for all of our employees, including part-time employees and interns, but excluding union employees for which the unions control primary aspects of the hiring process; percentages do not include BXP’s non-employee directors. 3.“Other” represents American Indian/Alaskan Native, Native Hawaiian or Other Pacific Islander, two or more races and those that did not voluntarily self-identify. BXP / 2024 Proxy Statement 45
| | | | | | | | | TOTAL WORKFORCE(1)/ | Human Capital Management and Sustainability | | MANAGER & ABOVE(1) 
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| (1) | We determine race and gender based on our employees’ self-identification. “Other” represents American Indian/Alaskan Native, Native Hawaiian or other Pacific Islander, or multiracial background. “Total Workforce” represents percentages for all of our employees excluding union employees for which the unions control primary aspects of the hiring process.
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› CULTURE
Culture & EMPLOYEE ENGAGEMENTEmployee Engagement We believe that the success of our business is tied to the quality of our workforce, and we strive to maintain a corporate environment without losing the entrepreneurial spirit with which we were founded more than 50 years ago. 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. We periodically conduct employee engagement surveys to monitor our employees’ satisfaction in different aspects of their employment, including company performance, leadership, communication, career development and benefits offerings. Past employee responsiveness to the engagement surveys has been consistently high and the results help | | | | | | | | | | 2023 Proxy Statement 45 |
| | | 3› | | HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY |
inform us on matters that our employees view as key contributors to a positive work experience. Based on the most recent employee engagement survey conducted in 2022, with 96% responsiveness, the overall company-wide result was a “favorable” rating. The highest scoring statement on the survey with a 94% favorability score was “BXP conducts its business in accordance with the highest standards and ethical conduct.” We intend to continue to periodically evaluate employee engagement as needed on a meaningful basis. Another indicator of the success of our efforts in the workplace is the long tenure of our employees. Asemployees, 33% of December 31, 2022: | • | | 35% worked at BXP for ten or more years
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| • | | average tenure was approximately 9.42 years for all employees and 17.65 years for our officers
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| • | | our voluntary workforce turnover rate was 15% in 2022.
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› CAREER DEVELOPMENTwhom have worked at BXP for ten or more years. The average tenure of our employees is approximately 9.2 years and that of our officers is 18.5 years. In 2023, our voluntary workforce turnover rate was 10.4%.
Career Development & TRAININGTraining We invest significant resources in our employees’ personal and professional growth and development and provide a wide range of tools and development opportunities that build and strengthen employees’ leadership and professional skills. These development opportunities include in-person and virtual training sessions, 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 2022, 16%2023, 12% of our employees were promoted to elevated roles within our organization. Of the employees promoted, 50%51% were women and 29%28% were non-White.SUSTAINABILITY
ethnically diverse. Sustainability We actively work to promote our growth and operations in a sustainablesustainably and responsible mannerresponsibly across our six regions. The BXP ESGdynamic gateway markets. BXP’s sustainability strategy is to conduct our business, the development, ownership and operation of new and existing buildings, in a manner that contributes to positive economic, social and environmental outcomes for our clients, shareholders, employees and the communities we serve. Our investment philosophy is shaped by our core strategy of long-term ownership and our commitment to our communities and the centers of commerce and civic life that make them thrive. We are 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 (“GHG”) emissions and climate change. Positive social impact is also of great importance to BXP and our employees, which is exhibited by our commitments to charitable giving, volunteerism, public realm investments and promoting diversity, equity and inclusion in the workplace and our communities. Through these efforts, we demonstrate that operating and developing commercial real estate can be conducted with a conscious regard for the environment and broader society while mutually benefiting our stakeholders. ›
We continue to address the needs of our stakeholders by making efforts to maintain and improve our performance across three pillars: climate action, climate resilience and social good. BXP is a widely recognized industry leader in sustainability. 2022 sustainability, and our 2023 highlights include: •BXP ranked among the top real estate companies in the GRESB assessment, earning an eighth consecutive 5-star rating. 2023 was the twelfth consecutive year that BXP earned the GRESB “Green Star” designation •BXP maintained an MSCI rating of “AA,” a CDP Climate Change score of “B ” and increased our CDP Supplier Engagement Rating to a "B-" 46 BXP / 2024 Proxy Statement
| | | | | | | | | | Human Capital Management and Sustainability | •/ | | BXP ranked among the top real estate companies in the GRESB assessment, earning a seventh consecutive 5-Star rating. 2022 was the eleventh consecutive year that BXP earned the GRESB “Green Star” designation
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| • | | BXP’s MSCI rating improved from an A to AA, and CDP score improved from C to B
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•BXP was named a member of the Dow Jones Sustainability Index (DJSI) North America for the third consecutive year. BXP was one of seven real estate companies that qualified and the only office REIT in the index, scoring in the 94th percentile of the real estate companies assessed for inclusion
•BXP was recognized at the Bronze Level by Commercial Property Executive for “Best ESG Program” | | | 3› | | HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY |
| • | | BXP was named to Newsweek’s List of America’s Most Responsible Companies in 2023 for the third consecutive year. BXP ranked first in the Real Estate & Housing industry with an increased ranking of 29th overall out of the 500 companies and received the third highest environmental score
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| • | | BXP was named to the Dow Jones Sustainability Index (DJSI) North America for the second consecutive year. BXP was one of eight real estate companies that qualified and the only office REIT in the index, scoring in the 95th percentile of the real estate companies assessed for inclusion
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| • | | BXP was recognized by Commercial Property Executive for having the “Best ESG Program”
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| • | | BXP was the recipient of Nareit’s prestigious Leader in the Light Award
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| • | | BXP was named an ENERGY STAR Partner of the Year – Sustained Excellence Award Winner
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| • | | BXP was recognized as an inaugural Platinum Level Green Lease Leader by the Institute for Market Transformation and the U.S. Department of Energy
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•BXP was named an ENERGY STAR Partner of the Year – Sustained Excellence Award Winner for the 4th consecutive year •BXP continued its tenure as an inaugural Platinum Level Green Lease Leader by the Institute for Market Transformation and the U.S. Department of Energy Our leadership position is due, in part, to our establishment of environmental goals, the periodic reporting of progress towardstoward our goals and the achievement of these goals. We have publicly adopted energy, emissions, water, building certification and waste goals that establish reduction targets aligned with the United Nations Sustainable Development Goals. As of the end of 2021,2022, the combined impacts of efficiency measures and renewable energy and reduced physical occupancy due to the COVID-19 pandemicconsumption resulted in a 41%39% decrease in energy use intensity and over 70% reduction in Scope 1 and Scope 2 GHG emissions intensity below a 2008 base year. We have also aligned our emissions reduction targets with climate science and in 2020 became the first North American office REIT to establish an emissions reduction target ambition in line with a 1.5°C trajectory, the most ambitious designation available at the time of submission under the Science Based Targets initiative. In April 2021, we affirmed our commitment to achieving carbon-neutral operations (for direct and indirect Scope 1 and Scope 2 GHG emissions) by 2025 from our occupied and actively managed buildings where we have operational control. BXP’s carbon-neutral goal progress and key performance indicator data is updated annually in our Sustainability and Impact Report, published in April. We are focused on developing, owning and operating healthy and high-performance buildings. BXP is a corporate member of the U.S. Green Building Council®Council® (“USGBC”) and has a long history of green buildings under USGBC’s Leadership in Energy and Environmental Design™ (LEED®Design™ (LEED®) rating system. As of December 31, 2022,2023, we havehad LEED-certified 33.533.4 million square feet of our total in-service portfolio, of which 94% is92% was certified at the highest Gold and Platinum levels. In 2018, we announced a partnership with a leading healthy building certification system, Fitwel, to support healthy building design and operational practices across our portfolio, becoming a Fitwel Champion. We completed our Fitwel Champion commitments and have added 23.825.0 million square feet of Fitwel certifiedFitwel-certified buildings across our total in-service portfolio since 2018. In response to the COVID-19 pandemic, we completed the Fitwel Viral Response Module Enterprise and Asset-level Certification at all actively managed buildings.› CLIMATE RESILIENCE
Climate Resilience As a long-term owner and active manager of real estate assets in operation and under development, we take a long-term view onof climate change risks and opportunities. We are focused on understanding how climate change may impact the performance of our portfolio and the steps we can take to increase climate resilience. We continue to evaluate the potential risks associated with climate change that could impact our portfolio and are taking proactive steps to plan for and/or mitigate such risks. Governance As a vertically integrated, full-service real estate company, we are engaged in addressing climate-related issues at all levels of our organization. Management’s role in overseeing, assessing and managing climate-related risks, opportunities and initiatives is spread across multiple teams throughout our organization, including our Board of Directors, executive leadership and our Sustainability, Risk Management, Development, Construction and Property Management Departments. BXP has a dedicated team of sustainability professionals focused on ESG issues that coordinate and collaborate across corporate and regional teams to advance environmental sustainability issues and initiatives. Our | | | | | | | | | | 2023 Proxy Statement 47 |
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Board of Directors has established a board-level Sustainability Committee to, among other things, increase Board oversight over environmental and sustainability issues, including climate-related risks and opportunities. The Board delegated to the Sustainability Committee itsthe responsibility to oversee BXP’s sustainability program, which includes monitoring and addressing, as needed, environmental-, sustainability- and climate-related risks. Management’s role in assessing and managing climate-related risks, opportunities and initiatives is spread across multiple teams throughout our organization, including our executive leadership and our Sustainability, Risk Management, Development, Construction and Property Management Departments. BXP has a dedicated team of sustainability professionals focused on coordinating and collaborating across corporate and regional teams to advance environmental sustainability issues and initiatives. Our approach to climate-related issues is also informed by robust stakeholder engagement. We are in frequent dialogue with investors, customers, community members, governmental policymakers, consultants and other non-governmental organizations. We are heavily involved in industry associations and participate in conferences and workshops covering ESG, sustainability and climate resilience topics. Through these engagements, we enhance our knowledge of climate-related issues and those issues that are most important to our stakeholders and industry best practices. BXP / 2024 Proxy Statement 47
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Strategy We have aligned our climate-related disclosures with the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”). The TCFD framework has informed the development of our strategy for identifying and managing both physical and transition risks associated with climate change. As defined by the TCFD framework, physical risks associated with climate change include acute risks (extreme weather-related events) and chronic risks (such as extreme heat and sea-level rise), and transition risks associated with climate change include policy and legal risks, and other technology, market and reputation-related risks. We continue to proactively assess the potential risks that may impact the properties in our portfolio, gather information and monitor the evolving regulatory landscape related to climate change. Our process for assessing climate-related risks and their implications on our properties and business includes a climate change scenario analysis that was conducted in 2021 on our portfolio assets and will be updated in 2024. In particular, we engaged Moody’s ESG Solutions (formerly branded as the Four Twenty Seven Application), an independent provider of science-driven insights and analytics on climate risk, for its climate risk scoring to evaluate the forward-looking physical climate risk exposure of our entire portfolio. The scenario analysis and physical risk scoring were based on an RCP 8.5 emissions scenario, which is a worst-case, high-emissions scenario, under a time horizon up to 2040. The scenario analysis included all in-service assets owned by BXP and included climate events such as hurricanes, wildfires, heat, water stress, flooding and sea-level rise. We are also using climate risk data to identify potential risks during the new acquisition diligence process. The analysis of our portfolio in 2021 yielded no material findings. We consider climate-related risks and opportunities in the context of the following time horizons: short-term (1-2 years), medium-term (3-10 years) and long-term (>10 years). Based on the foregoing process for evaluating climate-related risks, including the scenario analysis, we have identified (1) the following potential physical and transition risks associated with climate change that could impact our portfolio in the future across the stated time horizons and (2) our climate-related opportunities. We will continue to analyze the results of climate risk analyses, including the following risks and opportunities to understand our potential exposure and inform our climate resilience strategy and future investments, which include climate-related risk mitigation and initiatives. Risk Management BXP is committed to managing and avoiding the impacts of climate change. Our risk management program includes physical and transition risks, including both climate mitigation (resource efficiency and emissions reduction) and adaptation (integration of climate resilience into our investment decision-making). We are actively acquiring, developing and operating a geographically diverse portfolio of high-quality commercial real estate properties. Individual assets have unique risk profiles and insurance requirements. Through the processes of acquisition, development and operation of our in-service portfolio, our experienced real estate professionals are identifying risks, including business continuity risks, loss exposure related to extreme weather events and impacts of regulation, including permitting requirements, codes, and energy and carbon performance standards. The climate risk profile of each property is largely dependent on the property’s unique attributes, physical location and jurisdictional regulatory requirements. Asset-Level Risk Management We carry all-risk property insurance on our properties including those under development. Insurance coverage mitigates the impact on BXP from losses associated with natural catastrophes, such as floods, fires, earthquakes and wind events. We are preparing for long-term climate risk by considering climate change scenarios and expect that we will continue to assess climate change vulnerabilities resulting from potential future climate scenarios and sea-level rise. We will continue to evaluate existing plans and procedures and proactively implement practical, cost-effective resiliency measures and infrastructure enhancements, including: •›Business Continuity Plans • PUBLIC SUSTAINABILITY GOALS AND PROGRESSEmergency Response and Life Safety Plans •Emergency Evacuation Planning, Procedures and Drills •Client Engagement and Coordination •Life Safety Analysis 48 BXP / 2024 Proxy Statement
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•Elevation of vault, switchgear and critical equipment during new development •Waterproofing of subgrade infrastructure •Floodable first floors •Temporary flood barriers •Backup generation, emergency lighting and fire pumps •Onsite energy resources and distributed generation, storage and solar photovoltaic systems. We are managing transition risks by benchmarking energy, carbon, water and waste performance at the asset level and are prioritizing interventions at underperforming assets. We develop, operate and maintain a large portfolio of buildings that are LEED, ENERGY STAR and/or Fitwel certified. As of December 31, 2023, 91% of our actively managed portfolio was certified under one or more of these frameworks. As a leader in green building, we will continue to make investments in building performance, energy efficiency and decarbonization. Through our climate action efforts, we believe we can play a leading role in advancing the transition to a low-carbon economy and are taking action to decarbonize operations. GHG sources include the generated electricity and steam at offsite generation facilities, the onsite combustion of fuels (e.g., natural gas), and emissions associated with other business activities, including business travel and new development. We continue to explore and implement creative and cost-effective measures that reduce GHG emissions from our operations. BXP became a proud signatory of the We Are Still In pledge after the U.S. withdrawal from the Paris Agreement and has aligned emissions reduction targets with climate science. In 2020, the SBTi Target Validation Team classified BXP’s emissions reduction target ambition and determined that it is in line with a 1.5°C trajectory, the most ambitious designation available at the time of submission. We are committed to achieving carbon-neutral operations, or net-zero carbon dioxide equivalent emissions, which includes direct and indirect Scope 1 and Scope 2 GHG emissions, by 2025 from our occupied and actively managed buildings where we have operational control. BXP’s Carbon-Neutral Operations Strategy Our strategy to achieve carbon-neutral operations includes the following goals: 1.Energy Efficient Operations – Approximately 1/3 of total carbon reductions by 2025 (below a 2008 base year) from energy conservation and efficient operations. 2.Renewable Energy – Advancement of onsite development of renewable energy systems and sourcing offsite renewable energy to meet 100% of our electricity needs by 2025. 3.Electrification – Explore and advance electrification, prioritizing electrification of new developments and replacement of onsite gas-fired systems at existing buildings at the end of their useful lives. 4.Carbon Offsets – To the extent necessary, offset any remaining emissions during the transition to carbon-free energy. The resilience of our markets may depend on the action taken by cities to adapt transportation, energy, and 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. Metrics We closely monitor energy consumption and associated GHG emissions and provide a detailed accounting of sustainability key performance indicators in our annual sustainability reporting. As of the end of 2022, the combined impacts of efficiency measures and renewable energy consumption resulted in a 39% decrease in energy use intensity and an over 70% reduction in Scope 1 and Scope 2 GHG emissions intensity below a 2008 base year. BXP’s carbon-neutral commitment includes direct and indirect Scope 1 and Scope 2 GHG emissions from our actively managed portfolio where we have operational control. Scope 1 and Scope 2 GHG emissions include emissions associated with landlord-controlled energy use within our multi-tenant buildings. BXP / 2024 Proxy Statement 49
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Scope 1 GHG emissions include all emissions associated with the onsite combustion of fossil fuels for heating, hot water and standby generators. Scope 2 GHG emissions include all emissions associated with the offsite generation of electricity and steam. As our business continues to grow, carbon reduction targets and the transparent disclosure of sustainability metrics will remain a priority. Public Sustainability Goals and Progress Our sustainability goals includeestablish targets for energy, GHG emissions, building certifications, water consumption building certifications and waste. In 2016, we achieved our first round of energy, emissions and water targetsgoals three years early. In 2021,early, and we announcedachieved our Carbon-Neutral Operations Goal and added a sustainability linked pricing component to our credit facility, aligned with our new Building Certification Goal.second emissions reduction target in 2019. By resetting company-wide goals, we raiseseek to increase stakeholder awareness and make best effortsendeavor to drive continuous year-over-year, like-for-like key performance indicator improvement. We have adopted goals with the following specific time frames, metrics, and targets below the noted baselines:baseline years (2022 is the most recent year for which complete and third-party assured data is available):50 BXP / 2024 Proxy Statement
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Sustainability & Impact Reporting | | | 3› | | HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY |
(1) | 2021 is the most recent year for which complete and third-party assured energy and water data is available. 2021 data reflects the combined impacts of efficiency measures, renewable energy and reduced physical occupancy due to the Covid-19 pandemic.
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(2) | The status of these goals will remain “in progress” as we continue to monitor repopulation trends in 2022 and 2023.
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(3) | The status of these goals are “in progress” pending final SBTi valuation.
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› ESG REPORTING
A notable part of our commitment to sustainable development and operations is our commitment to transparent reporting of ESGsustainability performance indicators, as we recognize the importance of this information to investors, lenders and others in understanding how BXP assesses sustainability information and evaluates risks and opportunities. We publish an annual ESG reportSustainability & Impact Report that is aligned with the Global Reporting Initiative (GRI) Framework, United Nations Sustainable Development Goals and the SASB Framework. BXP’s ESG reportSustainability & Impact Report includes our strategy, key performance indicators, annual like-for-like comparisons and achievements. The report is available on our website at http://www.bxp.comunder the heading “Commitment,“Commitment.” but it is not incorporated by reference in this proxy statement or any other document we file with the SEC. Our annual ESGsustainability reports, including all of our energy, water waste, building certifications and emissions metrics included therein, are assured by an independent, third-party assurance expert. The assurance expert performs an independent verification for certain of our ESG performance indicators and issues an opinion, which is attached to each ESGsustainability report, that opines on each ESGsustainability report’s inclusiveness, materiality, sustainability context, completeness and reliability. We have been an active participant in the green bond market since 2018, which provides access to sustainability-focused investors interested in the positive environmental externalities of our business activities. Since 2018, BPLP has issued an aggregate of $4.3$5.1 billion of green bonds in fivesix separate offerings. The terms of the green bonds have restrictions that limit our allocation of the net proceeds to “eligible green projects.” We publish Green Bond Allocation Reports disclosing the full or partial allocation, as applicable, of net proceeds from the green bond offerings to eligible green projects. We have published fourfive Green Bond Allocation Reports that fully allocatehave allocated more than $3.5$3.4 billion in net proceeds to eligible green projects.projects, with the remaining net proceeds to be allocated to future eligible green projects pending final LEED certifications. The Green Bond Allocation Reports are available on our website at http://www.bxp.com under the heading “Commitment,” but it isare not incorporated by reference in this proxy statement or any other document we file with the SEC. We expect to publish a Green Bond Allocation Report to allocate net proceeds from our most recent November 2022 green bond offering in the fourth quarter of 2023. | | | | | | | | | | | | 2023 Proxy Statement 50
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BXP / 2024 Proxy Statement 51
| | | Executive Officers 4›
| | EXECUTIVE OFFICERS |
EXECUTIVE OFFICERS
Biographies of our executive officers, other than Messrs. Thomas and Linde, are presented below, based on information furnished to us by each executive officer. Each executive officer holds office until the regular meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. Information for Messrs. Thomas and Linde is included above under “"Proposal I:1 / Election of Directors — Directors—Nominees for Election” Election"beginning on page 10. | | | | | | | Name | | Age(1) | | Position | | Joined BXP | | | | | Raymond A. Ritchey | | 72 | | Senior Executive Vice President | | 1980 | | | | | Michael E. LaBelle | | 59 | | Executive Vice President, Chief Financial Officer & Treasurer | | 2000 | | | | | Bryan J. Koop | | 64 | | Executive Vice President, Boston Region | | 1999 | | | | | Peter V. Otteni | | 49 | | Executive Vice President, Co-Head of the Washington, DC Region | | 2000 | | | | | Robert E. Pester | | 66 | | Executive Vice President, San Francisco Region | | 1998 | | | | | Hilary J. Spann | | 47 | | Executive Vice President, New York Region | | 2021 | | | | | John J. Stroman | | 44 | | Executive Vice President, Co-Head of the Washington, DC Region | | 2005 | | | | | Donna D. Garesché | | 57 | | Executive Vice President, Chief Human Resources Officer | | 2010 | | | | | Eric G. Kevorkian | | 52 | | Senior Vice President, Chief Legal Officer & Secretary | | 2003 | | | | | Michael R. Walsh | | 56 | | Senior Vice President, Chief Accounting Officer | | 1986 |
| | | | | | | | | | | | | 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 |
1.Ages are as of May 22, 2024, the date of the 2024 annual meeting of stockholders. 52 BXP / 2024 Proxy Statement
| (1) | | | | | | | | | Executive Officers | Ages are as of May 23, 2023, the date of the 2023 annual meeting.
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Raymond A. Ritchey
Senior Executive
Vice President
| •Senior Executive Vice President of BXP since January 2016, supporting BXP’sBXP's Washington, DC, Los Angeles, and Seattle regional businesses, as well as coordinating companywide leasing and cross regionalcross-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 • PresidentImmediate 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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Michael E. LaBelle
Raymond A. Ritchey Senior Executive Vice President Chief Financial Officer & Treasurer | | | | | | | |
| | | | | | | | | | | | | | | | | | | •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 | | | | | | 
Bryan J. Koop
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| Michael E. LaBelle Executive Vice President, Boston RegionChief Financial Officer & Treasurer | | | | | | | |
BXP / 2024 Proxy Statement 53
| | | | | | | | | | | | | | | | | | | •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 Company’sCompany's New England region, with responsibility for all commercial office and shopping center operations •Director of the Massachusetts Chapter of NAIOP, the Boston Green Ribbon Commission, and the Kendall Square Association and the Ron Burton Training Village •Member of the Boston Children's Hospital Champions for Children's Committee •Former chairman of the Back Bay Association •Received a BBA and an MBA from Texas Christian University | | | | | | 
Peter V. Otteni
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| Bryan J. Koop Executive Vice President, Co-Head of the Washington, DCBoston 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 | | | | | | | | | | Rodney C. Diehl Executive Vice President, West Coast Regions | | | | | | | |
54 BXP / 2024 Proxy Statement
| | | | | | | | | | | | | | | | | | | •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 Vice President, Development from 2006 to 2016, Senior Vice President, and Head of Development from 2017 to 2021 and Senior Vice President, Co-Head of the Washington, DC Region from April 2021 to December 20212021; 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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Robert E. Pester
Peter V. Otteni Executive Vice President, San FranciscoCo-Head of the Washington, DC Region | | | | | | | |
| | | | | | | | | | | | | | | | | | | • Executive Vice President, San Francisco Region of BXP since January 2016, with responsibility for overseeing existing operations in San Francisco and our other Bay Area properties on the Peninsula and in Silicon Valley, and developing new business opportunities in the area• Senior Vice President and Regional Manager of our San Francisco office from 1998 to 2016
• Executive Vice President and Chief Investment Officer of Bedford Property Investors, a REIT in Lafayette, California, for which he led the acquisitions and development program from 1994 to 1998
• President of Bedford Property Development, a private West Coast development concern that held more than $2 billion in real estate assets from 1990 to 1992
• A leading commercial real estate broker with Cushman & Wakefield in northern California, from 1980 to 1989, where he last served as Vice President
• Licensed California officer and real estate broker
• Received a BA in Economics and Political Science from the University of California at Santa Barbara
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Hilary J. Spann
Executive Vice President, New York 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 building operations
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 Real AssetsAlternatives 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”("ULI") • DirectorTrustee 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 an MAa Masters of City Planning both 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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John
Executive Vice President, Co-Head of the Washington, DCNew York Region | | |
BXP / 2024 Proxy Statement 55
| | | | | | | | | | | | | | | | | | | •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 Vice President, Development from 2011 to 2019, Vice President, Leasing from 2019 to 2020, •Senior Vice President, Leasing from 2020 to April 2021 and Senior Vice President, Co-Head of the Washington, DC Region of BXP from April 2021 to December 20212021; 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 | | | | | | 
Donna D. Garesché
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| John J. Stroman Executive Vice President, Co-Head of the Washington, DC Region | | | | | | | |
| | | | | | | | | | | | | | | | | | | •Executive Vice President, Chief Human Resources Officer | | • Executive Vice President, Chief Human Resources Officer of BXP since February 2023, with responsibility for leading and executing BXP’sBXP'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 Senior Vice President, Human Resources from 2016 to 2020 and Senior Vice President, Chief Human Resources Officer 2020 to February 2023 •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 | | | | | | 
Eric G. Kevorkian
Senior | | |
| Donna D. Garesché Executive Vice President, Chief LegalHuman Resources Officer & Secretary | | | | | | | |
56 BXP / 2024 Proxy Statement
| | | | | | | | | | | | | | | | | | | •Senior Vice President, Chief Legal Officer & Secretary of BXP since June 2022, with responsibility for overseeing the legal and risk management departments • Vice President, Corporate Counsel of BXP from 2003 to 2008 and Senior Vice President, Senior Corporate Counsel of BXP from 2008 to June 2022.2022 and Vice President, Corporate Counsel of BXP from 2003 to 2008. In those roles, Mr. Kevorkian has beenwas 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 corporate and tax structuring of BXP’s significant real estate joint venture transactions. Mr. Kevorkian also plays a key role in BXP’s corporate financings, including more than $30 billion of public and private debt and equity offerings •Former attorney at Goodwin Procter LLP from 1995 to 2003, where he was a member of the firm’s M&A/Corporate Governance and REITs & Real Estate Capital Markets practice groups and was elected Partner in May 2002 •Vice Chair of Nareit’s Corporate Governance Council and a frequent speaker at Nareit conferences •Chairman of the Board of Directors of the Hockomock Area YMCA sincefrom June 2021 to June 2023, Vice Chair from June 2018 to June 2021 and a member of the Board since June 2015 •Received a BA in Economics from the University of Pennsylvania, a JD, JD/MPA, magna cum laude and an MPA, from Syracuse University, and an LLM in Taxation from Boston University |
| | | | | | | | | | | | | 2023 Proxy Statement 54
| | |
| | | | | 
Michael R. Walsh
Eric G. Kevorkian Senior Vice President, Chief AccountingLegal Officer & Secretary | | |
| | | | | | | | | | | | | | | | | | | •Senior Vice President, Chief Accounting Officer of BXP since May 2016, with responsibility for overseeing BXP’sBXP'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’sNareit's Accounting Committee •Member of Nareit’sNareit'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 |
| | | | | | | | | | | | | | Michael R. Walsh Senior Vice President, Chief Accounting Officer | | | | | 2023 Proxy Statement 55 | | | |
BXP / 2024 Proxy Statement 57
| | | 5› | | PRINCIPAL AND MANAGEMENT STOCKHOLDERS |
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
Principal and Management Stockholders The table below shows the amount of BXP common stock and units of partnership interest in our Operating Partnership beneficially owned as of February 10, 202312, 2024 by: | • | | each director and nominee for director;
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| • | | each of our named executive officers (“NEOs”);
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| • | | all directors and executive officers of BXP as a group; and
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| • | | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock.
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•each director and nominee for director; •each of our named executive officers (“NEOs”); •all directors and executive officers of BXP as a group; and •each person known by us to be the beneficial owner of more than 5% of our outstanding common stock. On February 10, 2023,12, 2024, there were: | • | | 156,822,702 shares of our common stock outstanding;
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| • | | 16,531,172 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 BXP common stock (if BXP elects to issue common stock rather than pay cash upon such redemption);
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| • | | 2,131,536 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 2021 Multi-Year Long-Term Incentive Program (“MYLTIP”) awards, 2022 MYLTIP awards and 2023 MYLTIP awards, each of which, upon the satisfaction of certain performance and service conditions, is convertible into one common unit; and
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| • | | 99,182 deferred stock units outstanding.
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•157,010,980 shares of our common stock outstanding; •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 BXP common stock (if BXP elects to issue common stock rather than pay cash upon such redemption); •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, each of which, upon the satisfaction of certain performance and service conditions, is convertible into one common unit; and •121,153 deferred stock units outstanding. All references in this proxy statement to LTIP units exclude LTIP units issued pursuant to 2021 MYLTIP2022 Multi-Year Long-Term Incentive Plan ("MYLTIP") awards, 20222023 MYLTIP awards and 20232024 MYLTIP awards because the three-year performance periods of these awards had not ended by February 10, 2023.12, 2024. LTIP units issued pursuant to 2021 MYLTIP awards, 2022 MYLTIP awards, 2023 MYLTIP awards and 20232024 MYLTIP awards are collectively referred to herein as “Unearned Performance Awards.” None of our directors, nominees for director or NEOs beneficially owned any preferred units or shares of our preferred stock. 58 BXP / 2024 Proxy Statement
| | | | | | | | | | Principal and Management Stockholders | | | | | 2023 Proxy Statement 56
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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 | % | |
* Unless otherwise indicated, the address is c/o Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103. ** Less than 1%. 1.The number of shares of BXP common stock “beneficially owned” by each beneficial owner is determined under rules issued by the SEC. This information is not necessarily indicative of beneficial ownership for any other purpose. “Number of Shares Beneficially Owned” includes the number of shares of BXP common stock issuable to directors upon settlement of deferred stock units on or within 60 days after February 12, 2024. The “Number of Shares and Units Beneficially Owned” includes all shares included in the “Number of Shares Beneficially Owned” column plus the number of shares of BXP common stock for which common units and LTIP units may be redeemed (assuming, in the case of LTIP units, that they have first been converted into common units). Under the limited partnership agreement of the Operating Partnership, the holders of the common units and LTIP units (assuming conversion in full into common units, as applicable) have the right to BXP / 2024 Proxy Statement 59
| | | | | | | | | 5›/ | Principal and Management Stockholders | |
redeem the units for cash or, at BXP's option, shares of BXP common stock, subject to certain conditions. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units. Holders of common units, LTIP units and deferred stock units are not entitled to vote such units on any of the matters presented at the 2024 annual meeting. 2.The total number of shares outstanding used in calculating this percentage assumes the conversion into shares of BXP common stock of all deferred stock units held by the beneficial owner and that no deferred stock units held by other beneficial owners are converted. 3.The total number of shares outstanding used in calculating this percentage assumes (a) that all common units and LTIP units (assuming conversion in full into common units, if applicable) are presented to the Operating Partnership for redemption and are acquired by BXP for shares of BXP common stock, (b) does not separately include outstanding common units held by BXP, as these common units are already reflected in the denominator by the inclusion of all outstanding shares of common stock, and (c) the conversion into shares of BXP common stock of all deferred stock units the receipt of which has not been deferred to a date later than 60 days after February 12, 2024. 4.Includes the number of shares of common stock and deferred stock units shown in the table below. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, the number of common units and LTIP units shown in the table below. Excludes Unearned Performance Awards. | | | | | | | | | | | | | | | | | | | 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 | | |
(a) Includes the following unvested shares of common stock and unvested LTIP units: Ms. Ayotte — 3,390 LTIP units; Mr. Duncan — 3,390 LTIP units; Ms. Einiger — 3,390 LTIP units; Ms. Hoskins — 3,390 shares of common stock; Ms. Kipp — 3,390 LTIP units; Mr. Klein — 3,390 LTIP units; Mr. Linde — 100,847 LTIP units; Mr. Lustig — 3,390 LTIP units; Mr. West — 3,390 shares of common stock; Mr. Walton — 3,390 LTIP units; Mr. LaBelle — 25,586 LTIP units and 12,608 shares of common stock; and Mr. Koop — 26,246 LTIP units. (b) Excludes deferred stock units, the settlement of which has been deferred to a date later than 60 days after February 12, 2024 and will be paid out in a lump sum on a specified date or in ten annual installments following the date of the director's cessation of service pursuant to deferral elections as follows: Ms. Ayotte — 6,726; Mr. Duncan — 7,537; Ms. Kipp — 3,550; and all directors and executive officers as a group — 17,813 (see “Compensation of Directors—Deferred Compensation Program” on page 63). 5.Includes 21,000 shares of common stock held indirectly through a trust of which Mr. Duncan is the beneficiary and trustee. 6.Includes 8,000 shares of common stock held indirectly through a trust of which Ms. Einiger is the beneficiary and trustee. 7.Includes (x) 700 shares of common stock held by Mr. Linde’s spouse for which Mr. Linde has shared voting and dispositive power and (y) 2,100 shares of common stock held by Mr. Linde’s children. 60 BXP / 2024 Proxy Statement
| | | | | | | | | | Principal and Management Stockholders | 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(4) | | | | | | | Kelly A. Ayotte | | | 506 | | | | ** | | | | 7,191 | | | | ** | | | | | | | Bruce W. Duncan(5) | | | 21,000 | | | | ** | | | | 29,748 | | | | ** | | | | | | | Carol B. Einiger(6) | | | 33,225 | | | | ** | | | | 44,983 | | | | ** | | | | | | | Diane J. Hoskins | | | 6,938 | | | | ** | | | | 6,938 | | | | ** | | | | | | | Mary E. Kipp | | | 542 | | | | ** | | | | 2,046 | | | | ** | | | | | | | Joel I. Klein | | | 13,421 | | | | ** | | | | 24,269 | | | | ** | | | | | | | Douglas T. Linde(7) | | | 183,563 | | | | ** | | | | 572,097 | | | | ** | | | | | | | Matthew J. Lustig | | | 12,056 | | | | ** | | | | 25,762 | | | | ** | | | | | | | Owen D. Thomas | | | 64,292 | | | | ** | | | | 540,200 | | | | ** | | | | | | | David A. Twardock | | | 11,367 | | | | ** | | | | 11,367 | | | | ** | | | | | | | William H. Walton, III | | | 3,817 | | | | ** | | | | 9,455 | | | | ** | | | | | | | Tony West | | | — | | | | ** | | | | — | | | | ** | | | | | | | Raymond A. Ritchey(8) | | | — | | | | ** | | | | 295,807 | | | | ** | | | | | | | Michael E. LaBelle | | | 14,408 | | | | ** | | | | 167,328 | | | | ** | | | | | | | Bryan J. Koop | | | 9,752 | | | | ** | | | | 102,352 | | | | * | * | | | | | | All directors and executive officers as a group (22 persons)(4) | | | 438,704 | | | | ** | | | | 2,120,137 | | | | 1.22% | | | | | | | 5% Holders | | | | | | | | | | | | | | | | | | | | | | The Vanguard Group(9) | | | 23,591,706 | | | | 15.04% | | | | 23,591,706 | | | | 13.44% | | | | | | | BlackRock, Inc.(10) | | | 18,146,691 | | | | 11.57% | | | | 18,146,691 | | | | 10.34% | | | | | | | Norges Bank (The Central Bank of Norway)(11) | | | 12,695,570 | | | | 8.10% | | | | 12,695,570 | | | | 7.23% | | | | | | | State Street Corporation(12) | | | 11,123,759 | | | | 7.09% | | | | 11,123,759 | | | | 6.34% | |
* | Unless otherwise indicated, the address is c/o Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.
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(1) | The number of shares of BXP common stock “beneficially owned” by each beneficial owner is determined under rules issued by the SEC. This information is not necessarily indicative of beneficial ownership for any other purpose. “Number of Shares Beneficially Owned” includes (a) shares of BXP common stock that may be acquired upon the exercise of options that are exercisable on or within 60 days after February 10, 2023 and (b) the number of shares of BXP common stock issuable to directors upon settlement of deferred stock units on or within 60 days after February 10, 2023. The “Number of Shares and Units Beneficially Owned” includes all shares included in the “Number of Shares Beneficially Owned” column plus the number of shares of BXP common stock for which common units and LTIP units may be redeemed (assuming, in the case of LTIP units, that they have first been converted into common units). Under the limited partnership agreement of the Operating Partnership, the holders of the common units and LTIP units (assuming conversion in full into common units, as applicable) have the right to redeem the units for cash or, at BXP’s option, shares of BXP common stock, subject to certain conditions. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units. Holders of common units, LTIP units and deferred stock units are not entitled to vote such units on any of the matters presented at the 2023 annual meeting.
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(2) | The total number of shares outstanding used in calculating this percentage assumes (a) the exercise of all options to acquire shares of BXP common stock that are exercisable on or within 60 days after February 10, 2023 held by the beneficial owner and that no options held by other beneficial owners are exercised and (b) the conversion into shares of BXP common stock of all deferred stock units held by the beneficial owner and that no deferred stock units held by other beneficial owners are converted.
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| | | | | | | | | | 2023 Proxy Statement 57 |
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 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 has 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 shared dispositive power with respect to 761,721 shares of common stock. 11.Information regarding BlackRock, Inc. (“BlackRock”) is based solely on a Schedule 13G/A filed by BlackRock with the SEC on January 23, 2024. BlackRock’s address is 50 Hudson Yards, New York, NY 10001. The Schedule 13G/A indicates that BlackRock has sole voting power with respect to 16,747,579 shares of common stock and sole dispositive power with respect to all of the shares of common stock. 12.Information regarding Norges Bank (The Central Bank of Norway) ("Norges Bank") is based solely on a Schedule 13G/A filed by Norges Bank with the SEC on February 14, 2023. Norges Bank's address is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway. The Schedule 13G/A indicates that Norges Bank has sole voting and dispositive power with respect to all of the shares of common stock. 13.Information regarding State Street Corporation ("State Street") is based solely on a Schedule 13G/A filed by State Street with the SEC on January 30, 2024. State Street's address is State Street Financial Center, One Congress Street, Suite 1, Boston, MA 02114-2016. The Schedule 13G/A indicates that State Street does not have sole voting or dispositive power with respect to any shares of common stock and has shared voting power with respect to 7,791,872 shares of common stock and shared dispositive power with respect to 12,111,568 shares of common stock. BXP / 2024 Proxy Statement 61
| | | 5› | | PRINCIPAL AND MANAGEMENT STOCKHOLDERS |
(3) | The total number of shares outstanding used in calculating this percentage assumes (a) that all common units and LTIP units are presented (assuming conversion in full into common units, if applicable) to the Operating Partnership for redemption and are acquired by BXP for shares of BXP common stock, (b) does not separately include outstanding common units held by BXP, as these common units are already reflected in the denominator by the inclusion of all outstanding shares of common stock, (c) the exercise of all options to acquire shares of BXP common stock that are exercisable on or within 60 days after February 10, 2023 held by the beneficial owner and that no options held by other beneficial owners are exercised and (d) the conversion into shares of BXP common stock of all deferred stock units the receipt of which has not been deferred to a date later than 60 days after February 10, 2023.
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(4) | Includes the number of shares of common stock, shares of common stock underlying exercisable stock options and deferred stock units shown in the table below. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, the number of common units and LTIP units shown in the table below. Excludes Unearned Performance Awards.
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| | | | | | | | | | | | | | | | | | | | | | Name | | Common Stock(a) | | | Stock Options | | | Deferred Stock
Units(b) | | | Common Units | | | LTIP Units(a) | | | | | | | | | | | Kelly A. Ayotte | | | — | | | | — | | | | 506 | | | | — | | | | 6,685 | | | | | | | | Bruce W. Duncan | | | 21,000 | | | | — | | | | — | | | | — | | | | 8,748 | | | | | | | | Carol B. Einiger | | | 8,000 | | | | — | | | | 25,225 | | | | — | | | | 11,758 | | | | | | | | Diane J. Hoskins | | | 6,938 | | | | — | | | | — | | | | — | | | | — | | | | | | | | Mary E. Kipp | | | 542 | | | | — | | | | — | | | | — | | | | 1,504 | | | | | | | | Joel I. Klein | | | — | | | | — | | | | 13,421 | | | | — | | | | 10,848 | | | | | | | | Douglas T. Linde | | | 183,563 | | | | — | | | | — | | | | — | | | | 388,534 | | | | | | | | Matthew J. Lustig | | | — | | | | — | | | | 12,056 | | | | — | | | | 13,706 | | | | | | | | Owen D. Thomas | | | 10,010 | | | | 54,282 | | | | — | | | | — | | | | 475,908 | | | | | | | | David A. Twardock | | | 10,399 | | | | — | | | | 968 | | | | — | | | | — | | | | | | | | William H. Walton, III | | | — | | | | — | | | | 3,817 | | | | — | | | | 5,638 | | | | | | | | Tony West | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Raymond A. Ritchey | | | — | | | | — | | | | — | | | | 130,570 | | | | 165,237 | | | | | | | | Michael E. LaBelle | | | 14,408 | | | | — | | | | — | | | | — | | | | 152,920 | | | | | | | | Bryan J. Koop | | | 9,752 | | | | — | | | | — | | | | — | | | | 92,600 | | | | | | | | All directors and executive officers as a group (22 persons) | | | 328,429 | | | | 54,282 | | | | 55,993 | | | | 147,857 | | | | 1,533,576 | |
| (a) | Includes the following unvested shares of common stock and unvested LTIP units: Ms. Ayotte — 1,504 LTIP units; Mr. Duncan — 1,504 LTIP units; Ms. Einiger — 1,504 LTIP units; Ms. Hoskins — 1,504 shares of common stock; Ms. Kipp — 1,504 LTIP units; Mr. Klein — 1,504 LTIP units; Mr. Linde — 86,064 LTIP units; Mr. Lustig — 1,504 LTIP units; Mr. Thomas — 123,404 LTIP units; Mr. Twardock — 1,504 shares of common stock; Mr. Walton — 1,504 LTIP units; Mr. Ritchey — 3,920 LTIP units; Mr. LaBelle — 27,254 LTIP units and 3,726 shares of common stock; and Mr. Koop — 22,890 LTIP units.
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| (b) | Excludes deferred stock units, the settlement of which has been deferred to a date later than 60 days after February 10, 2023 and will be paid out in a lump sum on a specified date or in ten annual installments following the date of the director’s retirement pursuant to deferral elections as follows: Ms. Ayotte — 4,555; Mr. Duncan — 5,125; Ms. Kipp — 1,359; Mr. Twardock — 32,149; and all directors and executive officers as a group — 43,188 (see “Compensation of Directors — Deferred Compensation Program” on page 61).
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(5) | Includes 21,000 shares of common stock held indirectly through a trust of which Mr. Duncan is the beneficiary and trustee.
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(6) | Includes 8,000 shares of common stock held indirectly through a trust of which Ms. Einiger is the beneficiary and trustee.
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(7) | Includes (x) 700 shares of common stock held by Mr. Linde’s spouse for which Mr. Linde has shared voting and dispositive power and (y) 2,100 shares of common stock held by Mr. Linde’s children.
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(8) | 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.
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(9) | Information regarding The Vanguard Group (“Vanguard”) is based solely on a Schedule 13G/A filed by Vanguard with the SEC on February 9, 2023. 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 has shared voting power with respect to 341,263 shares of common stock, sole dispositive power with respect to 22,854,310 shares of common stock and shared dispositive power with respect to 737,396 shares of common stock.
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| | | | | | | | | | | | 2023 Proxy Statement 58
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Compensation of Directors | | | 5› | | PRINCIPAL AND MANAGEMENT STOCKHOLDERS |
(10) | Information regarding BlackRock, Inc. (“BlackRock”) is based solely on a Schedule 13G/A filed by BlackRock with the SEC on January 26, 2023. BlackRock’s address is 55 East 52nd Street, New York, NY 10055. The Schedule 13G/A indicates that BlackRock has sole voting power with respect to 16,568,394 shares of common stock and sole dispositive power with respect to all of the shares of common stock.
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(11) | Information regarding Norges Bank (The Central Bank of Norway) (“Norges Bank”) is based solely on a Schedule 13G/A filed by Norges Bank with the SEC on February 14, 2023. Norges Bank’s address is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway. The Schedule 13G/A indicates that Norges Bank has sole voting and dispositive power with respect to all of the shares of common stock.
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(12) | Information regarding State Street Corporation (“State Street”) is based solely on a Schedule 13G/A filed by State Street with the SEC on February 6, 2023. State Street’s address is State Street Financial Center, One Lincoln Street, Boston, MA 02111. The Schedule 13G/A indicates that State Street does not have sole voting or dispositive power with respect to any shares of common stock and has shared voting with respect to 8,297,203 shares of common stock and shared dispositive power with respect to 11,085,421 shares of common stock.
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| | | | | | | | | | 2023 Proxy Statement 59 |
| | | 6› | | COMPENSATION OF DIRECTORS |
COMPENSATION OF DIRECTORS
At our 2022 annual meeting of stockholders, our stockholders approved the Boston Properties, Inc. Non-Employee Director Compensation Plan (the “Director"Director Compensation Plan”Plan"), effective January 1, 2022. The Director Compensation Plan sets forth the cash and equity compensation that is paid to our non-employee directors in a specific, formulaic manner. Directors who are also employees of BXP or any of its subsidiaries (i.e., Messrs. Thomas and Linde) receive no additional compensation for their services as directors.COMPONENTS OF DIRECTOR COMPENSATION
Components of Director Compensation Cash Retainers Non-employee directors do not receive meeting attendance fees for attending any meeting of our Board of Directors or a committee thereof that he or she attends.› CASH RETAINERS
During 2022,thereof. Instead, during 2023, we paid our non-employee directors the following cash retainers for Board and committee service under the Director Compensation Plan:
| | | | | | | | | | | | | Role/Committee | | Annual Cash
Retainer(1) | | | Committee Chair
Retainer(1)(2) | | | Committee Member
Retainer(1) | | | | | | 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 | | | | $10,000 | |
(1) | The sum of all cash retainers are payable in quarterly installments in arrears, subject to proration for periods of service less than a full quarter in length.
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(2) | Mr. Klein served as our independent, non-executive Chairman of the Board until May 19, 2022, at which time Mr. Thomas became Chairman and Ms. Ayotte became our Lead Independent Director. The retainers payable to the Chairman and the Lead Independent Director are in addition to all other retainers to which the Chairman and the Lead Independent Director may be entitled and the retainers payable to each committee chair are in addition to the retainers payable to all members of the committee.
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| | | | | | | | | | | | | | | | Role/Committee | Annual Cash Retainer(1)(2) ($) | 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 | |
1.The sum of all cash retainers are payable in quarterly installments in arrears, subject to proration for periods of service less than a full quarter in length. 2.A retainer is only payable to the Chairman of the Board if the Board appoints an independent Chairman. Otherwise, a retainer is paid to the Lead Independent Director. The retainer payable to the Chairman or the Lead Independent Director is in addition to all other retainers to which the Chairman or the Lead Independent Director may be entitled, and the retainers payable to each committee chair are in addition to the retainers payable to all members of the committee. Non-employee directors are also reimbursed for reasonable expenses incurred to attend Board of Directors and committee meetings. › EQUITY COMPENSATION
Equity Compensation The Director Compensation Plan provided for grants of equity to non-employee directors in 20222023 as follows: | •Annual Grant.• | | Annual Grant. Each continuing non-employee director received, on the fifth business day after the 2023 annual meeting of stockholders, an annual equity award with an aggregate value of $165,000.
•Initial 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 62 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Directors | / |
an aggregate value of $165,000 (prorated based on the number of months from the date of appointment to the first anniversary of the Company's most recently held annual meeting of stockholders). •Annual and initial equity awards are made in the form of shares of restricted common stock or, if elected by the director, LTIP units (or a combination of both). •The actual number of shares of restricted common stock and LTIP units that we granted 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 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. Accordingly, on May 31, 2023, the fifth business day after our 2023 annual meeting of stockholders, an annual equity award with an aggregate value of $165,000. |
| | | | | | | | | | | | 2023 Proxy Statement 60
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| | | 6› | | COMPENSATION OF DIRECTORS |
| • | | Initial 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 an aggregate value of $165,000 (prorated based on the number of months from the date of appointment to the first anniversary of the Company’s most recently held annual meeting of stockholders).
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| • | | Annual and initial equity awards are made in the form of shares of restricted common stock or, if elected by the director, LTIP units (or a combination of both).
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| • | | The actual number of shares of restricted common stock or LTIP units that we granted 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.
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| • | | Annual and initial grants of LTIP units and restricted common stock 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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Accordingly, on May 26, 2022, the last reported sale price of a share of our common stock on the NYSE was $109.66,$48.67, and we granted each of Mses. Ayotte, Einiger, Hoskins and Kipp and Messrs. Duncan, Klein, Lustig, TwardockWalton and Walton 1,504West 3,390 LTIP units or shares of restricted common stock.
DEFERRED COMPENSATION PROGRAM
Deferred Compensation Program In accordance with our Amended and Restated Rules and Conditions for Directors’ Deferred Compensation Program, (the “Directors’ Deferred Compensation Program”), non-employee directors may elect to defer all cash retainers otherwise payable to them and to receive the deferred cash compensation in the form of ourBXP common stock or in cash following their retirement fromcessation of service on our Board of Directors. Each electing director who elects to defer his or her cash retainers is credited with thea number of deferred stock units determined by dividing the amount of the cash compensation deferred during each calendar quarter by the closing market price of our common stock on the NYSE on the last trading day of the quarter. Hypothetical dividends on the deferred stock units are “reinvested” in additional deferred stock units based on the closing market price of the common stock on the cash dividend payment date. Directors may elect to receive payment of amounts in their accounts either in (x) a lump sum of shares of our common stock equal to the number of deferred stock units in a director’s account or (y) ten annual installments following the director’s retirement fromcessation of service on our Board of Directors. In addition, non-employee directors who elect a deferred payout following their retirement from the Boardcessation of service may elect to change their notional investment from BXP common stock to a deemed investment in one or more measurement funds. This election to convertThe director may only be mademake such an election after the director’s service on the Board ends, the conversioneffective date must be at least 180 days after the latest issuance date ofon which deferred stock units are credited to the director’s account, the election is irrevocable and the director must convert 100% of his or her deferred stock account if any is converted.may only elect to change the notional investment in 25% increments. Payment of a director’s account that has been convertedchanged to measurement funds will be made in cash instead of shares of our common stock. The measurement funds available to directors are the same as those available to our executives under our Nonqualified Deferred Compensation Plan. See “Compensation of Executive Officers – Officers—Nonqualified Deferred Compensation in 2022”2023” on page 109104.DIRECTOR STOCK OWNERSHIP GUIDELINES
. Director Stock Ownership Guidelines Our Board believes it is important to align the interests of theour directors with those of theour stockholders and forthat directors to hold equity ownership positions in BXP. Accordingly, each non-employee director is expected to retain an aggregate number of shares of our common stock, deferred stock units (and related dividend equivalent rights) in the Company, and LTIP units and common units in the Operating Partnership, whether vested or not, equal to at least five (5) times the value of the then-current annual cash retainer paid to non-employee directors for their service on the Board, without respect to service on committees of the Board or as Lead Independent Director or Chairman, as applicable. Until suchthe director complies with the ownership guidelines set forth above, each non-employee directorhe or she is | | | | | | | | | | 2023 Proxy Statement 61 |
| | | 6› | | COMPENSATION OF DIRECTORS |
expected to retain all equity awards granted by the Company or the Operating Partnership (less amounts sufficient to fund any taxes owed relating to such equity awards). The deferred stock units (and related dividend equivalent rights) in the Company and LTIP units and common units in the Operating Partnership shall be valued by reference to the market price of the number of shares of our common stock issuable upon the settlement or exchange of such units assuming that all conditions necessary for settlement or exchange have been met. For purposes of valuing shares of our common stock orand other equity securities valued by reference to our common stock under these ownership guidelines, the market price of our common stock used to value such equity shall be the greater of (1) the market price on the date of purchase or grant of such equity or (2) the market price as of the date on which compliance with these ownership guidelines is measured. DIRECTOR COMPENSATION TABLE
BXP / 2024 Proxy Statement 63
| | | | | | | | | | / | Compensation of Directors | |
Director Compensation Table The following table summarizes the compensation earned by our non-employee directors during the year ended December 31, 2022. | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash(1) | | | Stock Awards(2) | | | Total | | | | | | Kelly A. Ayotte | | $ | 129,368 | | | $ | 148,500 | | | $ | 277,868 | | | | | | Bruce W. Duncan | | $ | 110,000 | | | $ | 148,500 | | | $ | 258,500 | | | | | | Carol B. Einiger | | $ | 105,000 | | | $ | 148,500 | | | $ | 253,500 | | | | | | Diane J. Hoskins | | $ | 120,000 | | | $ | 165,000 | | | $ | 285,000 | | | | | | Mary E. Kipp | | $ | 110,000 | | | $ | 148,500 | | | $ | 258,500 | | | | | | Joel I. Klein | | $ | 154,712 | | | $ | 148,500 | | | $ | 303,212 | | | | | | Matthew J. Lustig | | $ | 120,000 | | | $ | 148,500 | | | $ | 268,500 | | | | | | David A. Twardock | | $ | 130,000 | | | $ | 165,000 | | | $ | 295,000 | | | | | | William H. Walton, III | | $ | 95,000 | | | $ | 148,500 | | | $ | 243,500 | |
| | | | | | | | | | | | | | | | 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 | | |
1.Mses. Ayotte, Einiger and Kipp and Messrs. Duncan, Klein, Lustig, Twardock, Walton and West deferred the cash fees they earned during 2023 and received deferred stock units in lieu thereof. The following table summarizes the deferred stock units credited to the directors' accounts during 2023. | (1) | Mses. Ayotte, Einiger and Kipp and Messrs. Duncan, Klein, Lustig, Twardock and Walton deferred the cash fees they earned during 2022 and received deferred stock units in lieu thereof. The following table summarizes the deferred stock units credited to the director accounts during 2022.
| | | | | | | | | | Name | | Deferred Stock
Units Earned
During 2022(#)
2023(#) | | | | | | Kelly A. Ayotte | | 1,984.31 | | 1,536.43 | | | | Bruce W. Duncan | | 1,988.48 | | 1,292.08 | | | | Carol B. Einiger | | 1,790.15 | | 1,233.15 | | | | Mary E. Kipp | | 2,017.70 | | 1,272.67 | | | | Joel I. Klein | | 2,139.10 | | 1,673.33 | | | | Matthew J. Lustig | | 1,992.43 | | 1,390.52 | | | | David A. Twardock | | 972.69 | | 1,531.83 | | | | William H. Walton, III | | 1,574.27 | | | Derek Anthony (Tony) West | | 1,115.31913.90 | |
64 BXP / 2024 Proxy Statement
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2.Represents the total fair value of restricted common stock and LTIP unit awards granted to non-employee directors in 2023, as determined in accordance with the Financial Accounting Standards Board's Accounting Standards Codification 718 "Compensation — Stock Compensation" ("ASC Topic 718"), disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 15 to our 2023 audited financial statements beginning on page 186 of our Annual Report on Form 10-K for the year ended December 31, 2023 included in the annual report that accompanied this proxy statement. Our non-employee directors had the following unvested equity awards outstanding as of December 31, 2023:
| | | | | | | | | | | | 6›Name | | COMPENSATION OF DIRECTORS |
(2) | Represents the total fair value of common stock and LTIP unit awards granted to non-employee directors in 2022, determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718 “Compensation—Stock Compensation” (“ASC Topic 718”), disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 14 to our 2022 audited financial statements beginning on page 174 of our Annual Report on Form 10-K for the year ended December 31, 2022 included in the annual report that accompanied this proxy statement. Our non-employee directors had the following unvested equity awards outstanding as of December 31, 2022:
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| | | | | | | | | Name
| | LTIP Units(#)Units
(#) | | | Common Stock
Stock(#)(#) | | | | | | Kelly A. Ayotte | 3,390 | | — | | 1,504 | | | — | | | | | Bruce W. Duncan | 3,390 | | — | | 1,504 | | | — | | | | | Carol B. Einiger | 3,390 | | — | | 1,504 | | | — | | | | | Diane J. Hoskins | — | | 3,390 | | — | | | 1,504 | | | | | Mary E. Kipp | 3,390 | | — | | 1,504 | | | — | | | | | Joel I. Klein | 3,390 | | — | | 1,504 | | | — | | | | | Matthew J. Lustig | 3,390 | | — | | 1,504 | | | — | | | | | David A. Twardock | — | | — | | — | | | 1,504 | | | | | William H. Walton, III | 3,390 | | — | | 1,054 | | | — | |
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| | | 7›Derek Anthony (Tony) West | — | | COMPENSATION DISCUSSION AND ANALYSIS3,390 | | |
3.COMPENSATION DISCUSSION AND ANALYSISOn May 23, 2023, Mr. Twardock's service on our Board of Directors ended and Mr. West was elected to our Board of Directors. BXP This “Compensation/ 2024 Proxy Statement 65
Compensation Discussion and Analysis” This Compensation Discussion and Analysis, or “CD&A,” sets forth our philosophy and objectives regarding the compensation of our named executive officers, including how we determine the elements and amounts of executive compensation. When we use the term “Committee” in this CD&A, we mean the Compensation Committee of BXP’s Board of Directors. | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | |
| 2023 Named Executive Officers (“NEOs”("NEOs") | | Owen D. Thomas | Chief Executive Officer
| | Douglas T. Linde President | | | President
| | | | | | | | | | | | | 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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CD&A Roadmap 66 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | | 98 / |
Executive Summary I. EXECUTIVE SUMMARY
A fundamental principle
| | | | | | | | | | | | | | | | | | | | | | Considerations | | | | Decisions & Results | | | | | è | | | | | 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 | | | | | | | |
Continued Commitment to BXP’s Executive Compensation Program For 2023, the Committee retained the overall design, structure and components of BXP’s executive compensation program, isreaffirming the Committee's commitment to align the interests of our NEOs with those of our stockholders. Its application is evidenced by the designTo achieve this objective, we grant a significant portion of our executiveNEOs’ target total direct compensation programin the form of long-term incentive (“LTI”) equity awards (i.e., 75% for our CEO), consisting of both performance-based and the resulting shared experiences of our NEOs and our investors astime-based equity awards. As BXP’s total stockholder return (“TSR”) fluctuates, the value of equity awards previously granted correspondingly fluctuates. For 2022, The Committee values our stockholders’ support of our executive compensation program, which informed the decision to maintain the same overall executive compensation program for 2023. This decision was reaffirmed in May 2023 when, for the fourth consecutive year, our stockholders expressed their support for our executive compensation program with more than 89% of the shares cast FOR our advisory Say-on-Pay proposal. The 2023 Environment Each year, when the Committee retaineddetermines the overall design, structuretarget total direct compensation ("TDC") amounts and categoriesthe goals against which each executive’s performance will be assessed for that year, the Committee evaluates the opportunities in front of BXP’sthe executive compensation program. | ✓ | More than 90% of our NEOs’ target total direct compensation is “at risk” and not guaranteed. A significant portion of our NEOs’ target total direct compensation is paid in long-term incentive (“LTI”) equity awards (74% for our CEO and 67% for all NEOs as a group) and in cash bonuses that are linked directly to the achievement of specific, pre-established goals under our formulaic bonus plan (19% for our CEO and 24% for all NEOs as a group). Further, 55% of our CEO’s LTI equity awards is paid in performance-based LTI equity awards, the value of which is dependent on BXP’s absolute and relative TSR over a three-year period.
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| ✓ | Our NEOs’ pay is linked to the Company’s performance. As BXP’s TSR fluctuates, the value of equity awards previously granted to our NEOs correspondingly fluctuates. For example, our CEO has realized only 57% of the aggregate amount reported for the six most recent multi-year long-term incentive program (“MYLTIP”) awards for which the performance periods have ended (2015 – 2020 MYLTIPs), a difference of more than $12 million. Similarly, the value of time-based equity awards (including stock options) previously granted to our NEOs changes with increases and decreases in BXP’s TSR.
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
› 2022 BXP PERFORMANCE HIGHLIGHTS
team. For 2023, the Committee conducted this evaluation in the context of the broader economy, supply and demand challenges for commercial office space, particularly with respect to demand from technology and life sciences companies, and the expected interest rate environment for 2023. In 2022,addition, the slowing economy combined with stubbornly high inflation affected our clients’ operations and long-term decision-making, which generally muted leasing activity in varying degrees depending on location and further exacerbated the uncertainty over the future performance of the office sector. Despite these obstacles, our NEOs and other executive officers provided strong leadership in the face of significant adverse geopolitical and economic conditions, including, among other things, escalating inflation, rapid interest rate increases, volatile financial markets and worsening industry-specific conditions that resulted therefrom, as well as the lingering effects of the pandemic. Despite these challenges, BXPleadership; produced strong leasing resultsresults; further strengthened BXP's balance sheet through numerous financings and growth in diluted Funds from Operations (“FFO”) per share;refinancings; allocated capital and made selective investments intended to enhance long-term growth and value; executedcontinued to execute our development pipeline; deepened our existing relationships with certain key institutional partners; and advanced our diversity, equity and inclusion (“DEI”) and carbon-neutral operationssustainability initiatives. The Committee believes our NEOs executed our overall strategy exceptionally well in 2022, and that execution produced strong operating results in 20222023. The overall design, structure and longer-term growth opportunities. components of BXP's executive compensation program remain optimized to drive long-term performance. The Committee regularly reviews the executive compensation with a goal of ensuring that the performance goals and metrics are well-designed to incentivize short- and long-term operational achievements that deliver shareholder value (see "2024 MYLTIP Structure & Design”). BXP / 2024 Proxy Statement 67
| | | | | | | | | | / | Compensation Discussion and Analysis | |
2023 BXP Performance Highlights The following are highlights of BXP’s 20222023 operational performance: | | | | | | | | | | | | | | | | | | | | | FINANCIAL GROWTH
| Exceeded Financial Target | ✓•Grew year-over-yearAchieved FFO per share of $7.30(1) under the 2023 Annual Incentive Plan, exceeding BXP's diluted FFO per share target goal by 14.8%$0.17 per share(1)✓ Grew our share of same property net operating income (NOI) by 3.7% year-over-year and our share of same property NOI – cash by 6.2% year-over-year(1)
| | | | | | | | STRONG LEASING
| | | | | | Strong Leasing | ✓•Signed leases for a total of approximately 5.74.2 million(2) million square feet (SF) in 2022, which represents approximately 95% of BXP’s historical annual leasing average, despite industry headwindschallenging operating environments for our clients and the corresponding impact on space demand ✓•Signed leases in 2022 withhaving an aggregate weighted-average lease term of 9.28.2 years(2) | | | | | | | | CAPITAL MANAGEMENT
| | | | | | Capital Management | ✓Enhanced liquidity, repaid or extended maturing debt, and access toaccessed capital despite challengingextremely challenged debt and capital market conditions, high interest rates and negative office sentiment that deeply and negatively impacted commercial real estate ✓ Executed a $730• million unsecured term loan in May 2022, which was subsequently increased to $1.2 billion in January 2023✓Completed secured refinancingsdebt and private equity market activities totaling approximately $945 million$4.5 billion (of which our share was $305 million) andapproximately $4.0 billion), including
✓entered into a $750$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 “green bond” offeringterm loan maturing in May 2023
| | | BXP LIFE SCIENCES EXPANSION
| | ✓ Expanded BXP’sissued $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 presence nationallyprojects totaling 802,000 square feet in the two largest life sciences marketsKendall Square in the United States – Cambridge, Massachusetts and San Francisco, California •✓ In Cambridge, we:› acquired 125 Broadway, a fully leased lab/life sciences property,
› signed a 15-year lease at 290 Binney Street, which is part of the initial phase of 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› signed agreements to facilitate in which BXP owns a 49% interest in the conversionproperty.
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68 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and expansion of 300 Binney Street, including a 15-yearAnalysis lease for 100% of the redeveloped property• In San Francisco, we commenced a life sciences conversion project at 651 Gateway
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| | | | | | | | | | | | | | | | | | | | | | 7›Opportunistic Capital Allocation | | COMPENSATION DISCUSSION AND ANALYSIS
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| | | | | RECYCLING & DEPLOYING CAPITAL
| | ✓• Completed the disposition of 15 properties for aggregate gross sale proceeds of $864.2 million and acquired three premier workplaces, includingAcquired joint venture interests from two institutional partners in an entitythree assets that owns a premier workplace, BXP expects will be accretive to BXP's short-term and long-term earnings for a grossan aggregate cash purchase price of $1.6$48 million. The acquired ownership interests include: billion
✓ Fully delivered three projects totaling more than 1.7 million SF, each ofa 45% interest in Santa Monica Business Park in Santa Monica, California, which is at least 90%88% leased (3)(4) ✓ Commenced the development/an ~29% interest in 360 Park Avenue South in New York, New York, which is under redevelopment of seven projects ✓a 50% interest in 901 New York Avenue in Washington, DC, which is 84% leased(4) | | | | | | | | LEADERSHIP IN SUSTAINABILITY
| | | | | | Leadership in Sustainability | ✓•Maintained BXP's industry leadership position in sustainability withevidenced by continued recognition byfrom industry groups and the receipt of other key distinctions, including:•✓ranking among the top real estate companies in the GRESB assessment, earning a seventh consecutive the highest 5-Star rating and BXP’s eleventhtwelfth consecutive GRESB “Green Star” designation•✓being named (1) an ENERGY STAR Partner of the Year – Sustained Excellence Award, (2) a Green Lease Leader at the highest Platinum level by the Institute for Market Transportation and the U.S. Department of Energy, (3) to Newsweek’s List of America’s Most Responsible Companies in 2023 for the 3rd consecutive year, ranking 1st in the Real Estate & Housing industry, and (4) to the Dow Jones Sustainability Index (DJSI) North America for the 2nd3rd consecutive year,• recognition by Commercial Property Executive for having the “Best ESG Program”
• recipient of Nareit’s prestigious Leaderonly office REIT in the Lightindex
✓being named a 2024 ENERGY STAR Partner of the Year – Sustained Excellence Award for the 4th consecutive year
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1.Represents diluted FFO per share after adjusting for certain transactions in accordance with the terms of the 2023 Annual Incentive Plan. Prior to adjustments and as disclosed in public filings, diluted FFO per share for 2023 was $7.28. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. 2.Includes 100% of leases signed at consolidated and unconsolidated properties (but excludes residential and hotel properties). In addition, for weighted-average lease term, based on lease term and square footage. 3.The 300 Binney Street transaction closed in November 2023. The 290 Binney Street joint venture closed in March 2024. 4.Percentage leased is as of December 31, 2023; includes leases with future commencement dates. The 901 New York Avenue acquisition closed on January 8, 2024. 2023 Compensation Decisions and Highlights 2023 Employment Agreements On February 28, 2023, BXP entered into a Second Amended and Restated Employment Agreement with Mr. Ritchey, 73, who has served as BXP's Senior Executive Vice President since January 2016 and has been employed by BXP since 1980. Under his new employment agreement, Mr. Ritchey agreed to continue to serve as BXP's Senior Executive Vice President through December 31, 2023 and, on average, devote at least approximately 50% of his business time to BXP’s business and affairs. In consideration for such service, the agreement (1) set Mr. Ritchey's base salary at $750,000 for 2023, which represented no change from 2022; (2) established a 2023 target cash bonus opportunity of $1,650,000, with the actual earned amount to be determined by the Committee after assessing Mr. Ritchey's performance against established leasing, business and individual goals; (3) eliminated any LTI equity incentive opportunity for 2023 performance (which would have been granted in early 2024) and (4) eliminated Mr. Ritchey’s right to receive tax gross-up payments. Mr. Ritchey’s 2022 target TDC was $6.8 million. Under his new employment agreement, Mr. Ritchey's 2023 target TDC was $2.4 million, representing a decrease of approximately 65% from 2022. Mr. Ritchey’s total 2023 compensation as calculated in accordance with Item 402(c) of Regulation S-K and presented in the Summary Compensation Table on page 102 includes $4.1 million of LTI equity that was granted to Mr. Ritchey in early 2023 for 2022 performance. However, Mr. Ritchey did not receive any LTI equity awards for 2023 performance. For this reason, the Committee does not expect Mr. Ritchey to be an NEO for 2024. BXP / 2024 Proxy Statement 69
| (1) | | | | | | | | | / | Our share of same property NOICompensation Discussion and NOI – cash excludes termination Income. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
Analysis | |
In determining the terms of Mr. Ritchey's 2023 employment agreement, the Committee balanced the anticipated reduction in BXP workload with, among other things, the material benefits that inure to BXP from Mr. Ritchey's continued involvement in our business. These include the positive impact of his direct involvement in certain of BXP’s key transactions in 2023 (see Mr. Ritchey’s NEO Scorecard on page 87 for more information), his instrumental role in the development of our leadership teams in our two newest markets – Los Angeles and Seattle, the importance of his continued mentorship of many other current and future BXP leaders, and his positive impact on BXP's overall culture. Based on the foregoing, Mr. Ritchey's 2023 compensation arrangements did not include him in the 2023 annual cash incentive plan (“AIP”) to which all other NEOs were subject and instead focused on a set of pre-established leasing, business and individual goals. As a result, throughout this CD&A, unless otherwise noted, Mr. Ritchey is not included in references to our NEOs, collectively, or "NEOs as a group" for information and data linked to or that includes the 2023 AIP and LTI equity grants for 2023 performance (granted in early 2024). See “Compensation of Executive Officers—Employment Agreements—Summary of Mr. Ritchey’s Employment Agreement.” In 2023, we also entered into an Amended and Restated Employment Agreement with Mr. Thomas, effective July 1, 2023, pursuant to which he agreed to continue to serve as BXP's Chief Executive Officer through December 31, 2026. The Amended and Restated Employment Agreement did not change Mr. Thomas’ base salary, target cash bonus or target total compensation for 2023. Consistent with BXP's policy not to provide new rights to receive tax gross-up payments, Mr. Thomas is not entitled to receive any such payments. See “Compensation of Executive Officers—Employment Agreements—Summary of Mr. Thomas' Employment Agreement.” 70 BXP / 2024 Proxy Statement
| (2) | Represents 100% of consolidated and unconsolidated workplace properties (excludes residential and hotel properties) based on lease term and square footage.
| (3) | Data as of February 21, 2023; includes leases with future commencement dates.
| | | | | | | | Compensation Discussion and Analysis | | | | | 2023 Proxy Statement 66
| | / |
2023 NEO Compensation Decisions
| | | | | | | 7› | COMPENSATION DISCUSSION AND ANALYSIS |
› 2022 COMPENSATION DECISIONS AND HIGHLIGHTS
| | | | | 20222023 Executive
| | In January 2022,2023, the Committee determined to maintainmaintained the following framework: -
•the percentage of target payTDC that is variable: ~ 93%~93% of our CEO’s target
compensation
compensation
•› ~ 74%75% of our CEO’s total target compensationTDC is paid in equity
•› ~ 67%68% of our NEOs’ total target compensationTDC is paid in equity-
•the overall design, structure and categories of the annual cash incentive plan (“AIP”),
with updated weightings for Mr. RitcheyAIP, including the same three categories - (1) diluted FFO per share, (2) leasing and Mr. Koop(3) business & individual goals - upon which each NEO's bonus is determined formulaically, ranging from zero to better link pay with
their performance- a max opportunity of 150% of target
•the LTI equity allocations: 55% performance-based and 45% time-based
CEO;CEO; 50% -performance-based and 50% time-based equity for all other NEOs-
•the design and structure of the performance-based MYLTIP program.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. | | | | | 20222023 AIP Payouts | | In January 2023,2024, the Committee determined in accordance withand approved bonus payments as provided under the 2022 AIP:- 2023 AIP as follows:
•BXP’s diluted FFO per share for 20222023 resulted in a payout of 141.7%124% of each
- •for all executives subject to the 2023 AIP, earned short-term leasing payouts ranging from 45.9%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 were earned for the
leasingthis category depending on regional leasing results
- payouts ranging from 100% of target to 150% of target were earned for the
business & individual goals category.Total
Our NEOs received total cash bonuses awarded to our NEOsthat ranged between 86.7%104.0% to 140.3%127.8% of their
respective target bonus amounts. | | | | 2022 |
2023 Long-Term Incentive
| | For 2022,2023, the Committee awarded the NEOs 100% of their target LTI equity amounts except
that Mr. LaBelle received an above-target LTI equity award. Earned values for(granted on February 6, 2024). The ultimate value of these
stock price performance over the multi-year performance
| | | 2022 Actual
Compensation Paid
| | Overall, the total actual compensation paid to our CEO for 2022 was approximately
1.5% less than it was for 2021; the total actual compensation paid to the NEOs as a
group was 1.7% less than it was for 2021.
|
| | | | | | | | | | 2023 Proxy Statement 67 |
BXP / 2024 Proxy Statement 71
| | | | | | | | | 7›/ | Compensation Discussion and Analysis | | COMPENSATION DISCUSSION AND ANALYSIS
II. OUR EXECUTIVE COMPENSATION PROGRAM
› EXECUTIVE COMPENSATION PHILOSOPHY
We designed
Our Executive Compensation Program Executive Compensation Philosophy In 2023, we maintained the overall structure, design and components of the executive compensation program that covers our NEOs to: | Ø | attract and retain talented and experienced executives in the commercial real estate markets in which we operate,
|
| Ø | set
•attract and retain talented and experienced executives in the commercial real estate markets in which we operate, •provide target total compensation opportunities to be competitive with companies in our benchmarking peer group, considering the skill sets required to implement our strategy and the market for such talent (see “IV. Determining Executive Compensation – Compensation Advisor’s Role & Benchmarking Peer Group – Benchmarking Peer Group”), |
| Ø | align our NEOs’ compensation with the Company’s strategy, business objectives and the creation of long-term value for our stockholders without encouraging unnecessary or excessive risk-taking,
|
| Ø | provide NEOs incentives to achieve key corporate and regional goals by linking formulaically annual cash incentive awards to the achievement of those goals, as well as goals set for each individual, and
|
| Ø | provide a majority of target total direct compensation opportunity for the NEOs in the form of long-term incentive (“LTI”) equity awards, a majority of which are performance-based (55% for our CEO) and the value of which is dependent on BXP’s total stockholder return (“TSR”) over three years, both on a relative basis compared to the Company’s most directly comparable peers and on an absolute basis.
|
Given the competitive nature of the market for laborsuch talent (see “—Determining Executive Compensation—Compensation Advisor’s Role & Benchmarking Peer Group—Benchmarking Peer Group”),
•align our NEOs’ compensation with the Company’s strategy and business objectives for creating long-term value for our stockholders without encouraging unnecessary or excessive risk-taking, •provide NEOs incentives to achieve key corporate and regional goals by linking formulaically annual cash incentive awards to the achievement of those goals, as well as goals tailored for each individual, and •provide a majority of target total direct compensation opportunity for the NEOs in the form of LTI equity awards, a majority of which are performance-based (55% for our CEO) and the fact that manyvalue of our competitors are private enterprises,which is dependent on BXP’s TSR over three years, both on a relative basis compared to the Committee reviewsCompany’s most directly comparable peers and evaluates the competitivenesson an absolute basis. Components of our executive compensation program annually to ensure it is designed to achieve the Committee’s objectives. | | | | | | | | | | | | 2023 Proxy Statement 68
| | |
Executive Compensation
| | | | | | 7›Component | | COMPENSATION DISCUSSION AND ANALYSIS |
› COMPONENTS OF EXECUTIVE COMPENSATION
| | | COMPONENT | | WHY WE PAY ITWhy 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 both relativecompany and absolute TSRexecutive 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 |
72 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | | | | | 2023 Proxy Statement 69/ |
Compensation Governance Practices
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
› COMPENSATION GOVERNANCE PRACTICES
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. program. | | | | | | | | | | | | | | | WHAT WE DOWhat We Do | | WHAT WE DON’T DOWhat We Don't Do | | | | | | | 
| | | | | | ~93% of our CEO’s total target compensationTDC is at risk.The vast majority of total compensationtarget TDC is variable (i.e., not guaranteed); salaries comprise a small portion of each NEO’s total compensation opportunity. | | | 
| | No tax gross-ups.We do not provide any new executive with tax gross-ups for payments made in connection with a change of control. | | | | | | |
| | | | | | Bonus pay linked to pre-established goals.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. | | | | | | |
| | | | | | Two-thirds~75% of totalour CEO's target compensationTDC is paidgranted in equity.We align the interests of our NEOsCEO with those of our long-term investors by awarding 2/3~75% of our NEOs’ totalhis target compensationTDC in the form of equity;equity (2/3 for our CEO,NEOs as a group), 55% of thewhich consists of equity is in the form of performance-based MYLTIP awards (for all other NEOs, 50% is performance-based).
| | |
| | Risk mitigation factors in compensation policies and procedures.Our compensation policies do notencourage unnecessary or excessive risk taking by our NEOs because, among other reasons, incentive compensation is not based on a single performance metric, it covers both short-term and long-term business objectives, and we do not have guaranteedguarantee minimum payouts.payouts | | | | | | |
| | | | | | 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. policy. We have a clawback policy that allows forrequires the recovery of previously paid incentiveany erroneously awarded incentive-based compensation in the event of a financial restatement. | | |
| | We do not pay full dividends on unearned performance-based LTI awards.Recipients of performance-based LTI equity awards receive only 10% of the dividends paid on a share of BXP common stock unless and until they are earned. | | | | | | |
| | | | | | Stock ownership guidelines for all executives.We have robust stock ownership guidelines for our executives (for our CEO, 6.0x base salary). | | | | | | | | | | |
| | | | | | Independent compensation consultant.We engage an independent compensation consultant to advise the Committee. | | | | |
| | | | | | | | | | | | | 2023 Proxy Statement 70
| |
BXP / 2024 Proxy Statement 73
| | | | | | | | | 7›/ | Compensation Discussion and Analysis | | COMPENSATION DISCUSSION AND ANALYSIS
› 2022 SAY-ON-PAY VOTE
2023 Say-On-Pay Vote & INVESTOR OUTREACHInvestor Outreach At our 20222023 annual meeting of stockholders, approximately 90%more than 89% of the votes cast supported our “Say-on-Pay”“Say-on-Pay” advisory vote. This outcome reflects continued investor support forThe 2023 compensation year was our executive compensation program, including the changes our Committee made in 2019, based on investor feedback, to implementfourth year utilizing a more objective, formulaic annual bonus plan, startingwhich our Committee implemented beginning in 2020. The 2022 compensation year was our third year utilizing the formulaic bonus plan.2020 based on investor feedback. Stockholder support for our executive compensation program has been relatively consistent oversince that period,change, as evidenced by an average of more than 89% in support for our Say-on-Pay advisory votes receiving approximately 90% support each year since 2020.proposals over the last four years. The continued support of our stockholders is a direct result of our commitment to actively engage with our investors on all matters, including executive compensation, and our responsiveness to the feedback received.
Investor Outreach & Feedback We are firmly committed to learning investors’ perspectives and believe that proactive engagement is an effective means to solicit and receive valuable feedback. This feedback is essential as we shapeset our strategy and refine our policies and practices. We conduct outreach throughout the year to ensure that management and the Board understand the issues of importance to our investors and address them appropriately. The Board regularly reviews stockholder feedback, which informs Board discussions on various topics, including investment philosophy and outlook, market fundamentals and expectations, and our approaches to corporate governance,executive compensation, Board composition, risk oversight, ESGenvironmental and social initiatives, human capital management DEI, and executive compensation.corporate governance generally. We believe our engagement efforts have been meaningful for our investors and us, and we are pleased that in 20222023 Institutional Investor Magazine ranked us #1 among Office REITs and #2#3 among all REITs (improved from #3 in 2021) in seven categories: Best CEO, Best CFO,four categories (as voted by buy-side analysts): Best Company Board, Best ESG Program, Best IR program, Best IR ProfessionalProgram and Best Investor Event.Analyst Days, and #1 among office REITs in these categories. In 2022,2023, we engaged directly and frequently with our investors in various forums and through different media (including in-person and virtual meetings) as part of our outreach program.. We allocate time each quarter following our earnings release and public conference call to speak with our investors regarding any additional questions and theiron topics of interests. In addition to discussions in the ordinary course of business, BXP successfully hosted the following: | ✔ | its 2022 Investor Conference in Boston, Massachusetts, showcasing BXP’s investments in the Boston region, including BXP’s life sciences assets in Cambridge, Massachusetts, The Hub on Causeway assets and a preview of the View Boston observatory, and BXP’s highly regarded executive team and the depth of our regional teams. Our Lead Independent Director, Ms. Ayotte attended the conference in person along with nearly 100 investors and analysts, and approximately 225 individuals participated via webcast.
|
| ✔ | its event at Nareit’s REITworld conference in San Francisco, California, for BXP’s investors and analysts, attended by more than 110 individuals.
|
| ✔ | its first annual ESG Virtual Investor Call, which more than 160 individuals viewed.
|
(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. In addition, we participated in (1) numerous real estate conferences throughout the year, including the 20222023 Citi Global Property CEO Conference, BMO's Real Estate Conference, Nareit REITweek Investor Conference, Bank of America 20222023 Global Real Estate Conference, 20222023 Evercore ISI Conference and the 20222023 Nareit REITworld Conference, and (2) two conferences for non-REIT-dedicated investors: the BofA Financials Conference and Barclays Global Financial Conference. We held one-on-one meetings with various current and potential investors at these conferences, from which we gained helpful insight into matters of importance to the matters at the forefront of our investors’ agendas.investors. In the aggregate, in 2022,2023, we engaged directly with representatives of more than 300 firms, including approximately 132 US133 U.S. and international institutional investors who own,owned, in the aggregate, approximately 60%63% of the total number of outstanding shares of BXP common stock as of December 31, 2022. Through these engagement efforts and discussions with our investors, we received overall positive feedback regarding our executive compensation program and governance practices. This feedback is consistent with the support we received in the last three years on our advisory 2023. 2023 Executive Compensation 2023 Annual Target Compensation Say-on-Pay proposal. | | | | | | | | | | 2023 Proxy Statement 71 |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
III. 2022 EXECUTIVE COMPENSATION
› 2022 ANNUAL TARGET COMPENSATION
In January of each year, the Committee establishes a target amount for total direct compensationTDC for each NEO by considering competitive benchmarking data, position, level of responsibility and experience, and, for executives other than our CEO,EVPs, our CEO’s and President's recommendations, and for our President, our CEO's recommendations. Targets are reviewed annually and adjusted if the Committee determines that it is appropriate to do so. The Committee may also adjust target compensation to reflect changes in or new responsibilities for a particular executive. In considering the appropriate annual target amounts for each component for 2022,2023, the Committee considered the significant global, nationalchallenging economic conditions globally, nationally and industry-specificspecific to the commercial real estate industry (i.e., high inflation and interest rates, remote work headwinds, etc.), as well as the specific challenges the NEOs overcame in the last three years and their consistently strong performances in the face of those challenges. For 2022, the Committee approved aggregate increases in total target compensation of 0.6% for our CEO and 0.9% for our NEOs as a group,were expected to face in each case, as compared to 2021. As noted above and as described in more detail below, besides minor updates in the weightings for Mr. Ritchey, Mr. Koop and the other regional EVPs intended to better link pay with performance,2023.
74 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
For 2023, the Committee remained committed to the established executive compensation framework and did not change theits overall design, structure or categories under the 2022 executive compensation program.components. As a result, the Committee (1) maintained identical target cash bonus amounts for each NEO for 20222023 for the second consecutive year and (2) approved modest increases to each NEO’sthe NEOs' base salary (2.8%salaries (2.7% for our CEO and 2.7%2.6% for allthe NEOs as a group)group, including Mr. Ritchey) and target LTI equity award (0.5%awards (5.3% for our CEO and 1.0%6.3% for allthe NEOs as a group)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. The total target direct compensationTDC for 20222023 for each NEO was as follows: | | | | | | | | | | | | | | | | | | | | | | | Name | | Salary | | | Target Bonus | | | Target LTI Equity | | | Total Target
Compensation | | | | | | | Owen D. Thomas | | | $ 925,000 | | | | $ 2,350,000 | | | | $ 9,500,000 | | | | $ 12,775,000 | | | | | | | Douglas T. Linde | | | $ 775,000 | | | | $ 1,900,000 | | | | $ 6,100,000 | | | | $ 8,775,000 | | | | | | | Raymond A. Ritchey | | | $ 750,000 | | | | $ 1,650,000 | | | | $ 4,410,000 | | | | $ 6,810,000 | | | | | | | Michael E. LaBelle | | | $ 525,000 | | | | $ 1,250,000 | | | | $ 2,000,000 | | | | $ 3,775,000 | | | | | | | Bryan J. Koop | | | $ 425,000 | | | | $ 1,250,000 | | | | $ 1,600,000 | | | | $ 3,275,000 | |
| | | | | | | | | | | | | | | | | | | 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 | | |
Variable or “at-risk”“at-risk” pay, consisting of annual cash bonuses and LTI equity awards, constitutes the vast majority of our executive compensation. Having a significant portion of our executives’ compensation at risk more closely aligns their interests with our long-term interests and those of our stockholders. For our CEO and all NEOs as a group, variable pay for 20222023 was approximately 93% and more than 90%, respectively, of total target compensation.TDC. This emphasis on variable pay allows the Committee to reward good performance and penalize poor performance. The following graphics illustrate the mix between fixed pay (base salary) and variable pay incentives (short-term incentives in the form of cash bonuses and long-term incentives in the form of both time-based and performance-based LTI equity awards) for our CEO and the NEOs as a group, in each case, based on 20222023 target compensation levels. 
| | | | | | | | | | | | 2023 Proxy Statement 72
| | |
Target TDC Mix
| | | | | | | | | | | | | | | | 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% | | | | | |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
›–– CASH COMPENSATION
At Risk 1 Excludes Mr. Ritchey. Cash Compensation The Committee determines the base salary for each NEO. It is intended to provide a fixed level of compensation that reflects the NEO’s leadership role and the relative market rate for similarly situated executives in the NEO’s position. The Committee determines whether to adjust base salaries based on various factors, including benchmark versus peers and changes in individual duties and responsibilities. Any increases to base salaries are generally determined in January of the compensation year and become effective in February. In January 2022, the Committee modestly increased the NEOs’ base salaries for the first time in three years by approximately 2.7% in the aggregate.
BXP / 2024 Proxy Statement 75
| | | | | | | | | | / | Compensation Discussion and Analysis | |
In January 2023, the Committee again modestly increased four of the five NEOs’ base salaries ofby approximately 2.6% in the aggregate. As previously noted, Mr. Ritchey's base salary did not change. In January 2024, the Committee determined to maintain the same base salaries for all NEOs for 2024 other than Mr. Ritchey with whom the Company entered a new employment relationship. See “Compensation of Executive Officers – Employment Agreements – Summary of Mr. Ritchey’s Employment Agreement.”Koop, whose base salary increased by $10,000 or ~2%. Base salaries for 2022 and 2023, and the year-over-year percentage increases,change, for each NEO are set forth below. | | | | | | | | | | | | | Name | | 2022 Salary | | Year-over-Year % Change | | 2023 Salary | | | Year-over-Year % Change | | | | | | | Owen D. Thomas | | $925,000 | | 2.8% | | | $950,000 | | | | 2.7% | | | | | | | Douglas T. Linde | | $775,000 | | 3.3% | | | $800,000 | | | | 3.2% | | | | | | | Raymond A. Ritchey | | $750,000 | | 1.4% | | | $750,000 | | | | — | | | | | | | Michael E. LaBelle | | $525,000 | | 2.9% | | | $550,000 | | | | 4.8% | | | | | | | Bryan J. Koop | | $425,000 | | 3.7% | | | $440,000 | | | | 3.5% | |
2022
| | | | | | | | | | | | | | | | Name | 2022 Base Salary
($) | 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 | | |
2023 Annual Incentive Plan (AIP) Program Design and Structure In January 2020, based mainly on feedback received from our investors in 2019, the Committee established a new, more formulaic annual incentive plan (“AIP”)AIP under which annual cash bonuses payable to our executive officers are directly linked to the achievement of specific, pre-established goals. We continue to use the same AIP structure except for small shifts in weighting between categories and calculations in past years to more closely link each executive’s performance to his or her goals as described in more detail below.and incentivize executive performance. Under the 20222023 AIP, each NEO had a target bonus opportunity expressed in a fixed dollar amount. Actual earned amounts under the plan may range from zero (0) to 150% of target, depending on performance versus the annual goals in each category, with payout interpolated for performance between levels.Threshold and Maximum. | | | | | | | Performance Level for Each Category | | Payout (%
(% of Target) | | | | >= Maximum | | 150%150 | | | | Target | | 100%100 | | | | Threshold | | 50%50 | | | | <Threshold | | Zero |
| | | | | | | | | | 2023 Proxy Statement 73 |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
2022 AIP Categories
We use a “scorecard” approach for our bonus determinations. This approach is intended to reflect a comprehensive analysis by the Committee of corporate, regional and individual performance based on performance in three categories: (1) diluted FFO per Share, (2) Leasing and (3) Business & Individual goals. •Diluted FFO per Share. The Committee selected diluted FFO per share as a key financial metric for the 2023 AIP because it is the earnings metric most commonly used by investors and analysts to evaluate the performance of REITs, both on an absolute and relative basis. As such, the Committee considers this to be an important, company-wide performance metric that is objective, drives near-term business strategies and ensures alignment of the interests 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 76 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | •/ | | Diluted FFO per Share. The Committee selecteddiluted FFO per share as a key financial metric for the 2022 AIP because it is the earnings metric most commonly used by investors and analysts to evaluate the performance of REITs, both on an absolute and relative basis. As such, the Committee considers this to be an important, company-wide performance metric that is objective and drives near-term business strategies. The target for diluted FFO per share is determined using the midpoint of BXP’s FFO per share guidance, which is typically provided to the public in late January of each year. The diluted FFO per share goal is subject to adjustment for acquisitions, dispositions, early debt redemption charges, and similar transactions and circumstances.
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| January 2023. Each year, when the Committee reviews performance results to determine earned payouts under the AIP, actual diluted FFO per share is adjusted in accordance with the terms of the AIP for acquisitions, dispositions, early debt redemption charges, and similar transactions and circumstances (in the discretion of the Committee) that can not be predicted at the time the Company provides FFO per share guidance to investors and thus are not included therein. •Leasing. The Committee selected this category because it is an objective measure fundamental to the Company’s short-term and long-term success. It links corporate, regional and individual performance by formula to 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 and total to encourage the executives to focus on current addressable vacancies and near-term roll-over and avoid scenarios in which leasing goals are met solely due to unexpected early renewals. The leasing goals are measured at the regional level for Mr. Koop and the other regional EVPs and at the corporate level for our CEO, President and CFO. •Business & Individual Goals. Business goals include milestone-oriented objectives related to acquisitions, dispositions, delivering development and construction projects on time and budget, achieving the desired returns on investments, securing entitlements for future development projects, launching new developments, the opportunistic use of joint ventures, 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 and goals related to overall corporate strategy and executive management. The CFO’s business goals relate to balance sheet management, capital raising, and other Finance Department priorities. •
| | Leasing. 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 and total to encourage the executives to focus on current addressable vacancies and near-term roll-over and avoid scenarios in which leasing goals are met solely due to unexpected early renewals. The Committee selected this category because it is an objective measure fundamental to the Company’s short-term and long-term success. It links corporate, regional and individual performance by formula to the amounts paid. The leasing goals are measured at the regional level for Mr. Ritchey, Mr. Koop and the other regional EVPs and the Company level for corporate executives.
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| • | | Business & Individual Goals. Business goals include milestone-oriented objectives related to acquisitions, dispositions, delivering development and construction projects on time and budget, achieving the desired returns on investments, securing entitlements for future development projects, launching new developments, the opportunistic use of joint ventures, and the management of capital expenditures and G&A expense. Business goals are based on regional priorities for Mr. Ritchey, Mr. Koop and the other regional EVPs. For the CEO and President, business goals include a relevant subset of those regional goals and goals related to overall corporate strategy and executive management. The CFO’s business goals relate to balance sheet management, capital raising, and other Finance Department priorities.
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Individual goals include leadership and professional development goals, DEIdiversity initiatives, succession planning and ESGsustainability priorities for each executive. The Committee considers performance outcomes against Business & Individual goals and objectives, as well as the context in which they were achieved (including, (e.g., degree of difficulty, importance to BXP, headwinds and tailwinds during the year and other similar factors). One of the Committee’s primary objectives when establishing Business & Individual goals each year, including in 2022,2023, is to set annual goals that meaningfully advance the Company’s strategy for sustainable, long-term growth and value creation despite the short-term window for assessing performance against these goals. In some cases, it is not possible to assess an executive's performance against thesecertain Business & Individual goals may not be assessed quantitatively.based on quantitative outcomes. In addition, the relative importance of some goals may be greater in one year than in another, depending on the circumstances when the Committee establishes the goals. 2022BXP / 2024 Proxy Statement 77
| | | | | | | | | | / | Compensation Discussion and Analysis | |
As part of the Committee’s annual executive compensation process, in January 2022,2023, the Committee reviewed and reassessed the AIP, including its categories and weightings. Based on its review of the AIP, the Committee concluded that the categories and weightings were appropriate but that an adjustment to the weightings of the leasing component for Mr. Ritchey, Mr. Koop and the other regional EVPs would be reasonable so that (1) their respective leasing goals would increase in weighting to 40% (from 30% under the 2021 AIP), split evenly between short-term and total leasing, and (2) the diluted FFO per share component would be weighted 20%. The Committee believed this change would better link pay with performance for Mr. Ritchey, Mr. Koop and the other regional EVPs because they are directly responsible for the leasing outcomes in those regions. In contrast, numerous factors impact diluted FFO per share, for many of which they are not directly accountable. We disclosed these changes prospectively in our 2022 proxy statement. | | | | | | | | | | | | 2023 Proxy Statement 74
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
appropriate. For the 20222023 AIP, the performance measurement categories and weighting of each category were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | Weightings | | | | | | | | | Annual Incentive Performance Measures | | Thomas | | | Linde | | | LaBelle | | | Ritchey | | | Koop | | | | | | | | | FFO per Share | | | 30 | % | | | 30 | % | | | 30 | % | | | 20 | % | | | 20 | % | | | | | | | | Leasing (Short-Term and Total) | | | | | | | | | | | | | | | | | | | | | | | | | | | Overall BXP | | | 30 | % | | | 30 | % | | | 30 | % | | | | | | | | | | | | | | | DC Region(1) | | | | | | | | | | | | | | | 20 | % | | | | | | | | | | | LA Region(1) | | | | | | | | | | | | | | | 20 | % | | | | | | | | | | | Boston Region | | | | | | | | | | | | | | | | | | | 40 | % | | | | | | | | Business & Individual Goals | | | | | | | | | | | | | | | | | | | | | | | | | | | Overall BXP | | | 40 | % | | | 40 | % | | | | | | | | | | | | | | | | | | | Finance | | | | | | | | | | | 40 | % | | | | | | | | | | | | | | | DC Region + LA Region | | | | | | | | | | | | | | | 40 | % | | | | | | | | | | | Boston Region | | | | | | | | | | | | | | | | | | | 40 | % | | | | | | | | Total | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
(1) | Mr. Ritchey’s leasing goal (weighted 40% in total) is evenly split between the Washington, DC and Los Angeles regions (20% each) and further bifurcated within each region between short-term and total leasing, consistent with all other NEOs.
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| | | | | | | | | | | | | | | | | | | 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 | |
20221.Includes five "reach" leasing goals for which Messrs. Thomas, Linde, LaBelle and Koop had the opportunity to earn a positive adjustment to their payout percentages under the leasing category by up to ten percentage points if achieved.
2023 NEO Scorecards Each year, with input from the CEO and President, the Committee establishes the categories (i.e., FFO per share, leasing and business & individual goals), the weightings for each 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 amount of the annual cash bonuses paid to such executive. Since the adoption of the Company’s more formulaic bonus plan in 2020, 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. As explained above, the target for diluted FFO per share is set using the midpoint of BXP’s diluted FFO per share guidance that is publicly announced to investors, typically in late January each year. Each year, the primary drivers of this guidance are expected revenue from contractual leases, speculative leasing projections that would lead to additional GAAP revenue during the year, the expected delivery of a property or properties under development, and projected operating expenses for our properties, general and administrative expense and interest expense. In January 2022,2023, when the Committee set the 2023 target for diluted FFO per share, the trajectory of the U.S. economy was uncertain. At the time, the rate of inflation was slowing, but remained generationally high, and interest rates continued to remain elevated. Against this economic backdrop, the Committee set the target for diluted FFO per share goal for 2022, the US economy continued its strong recovery following the pandemic. The Committee determined to set a diluted FFO target of $7.38 per share,$7.13, the midpoint of the Company’s diluted FFO per share guidance for 2022. If achieved,2023, which represented a projected 5.3% decrease in diluted FFO per share compared to actual 2022 diluted FFO per share. The primary driver for the projected decline was the significant increase in the cost of capital due to the aggregate 425-basis point increase in interest rates announced by the Federal Reserve throughout 2022, with additional increases expected throughout 2023. Given the Company’s outstanding floating rate debt and the need to refinance fixed rate debt upon maturity, this dramatic increase in interest rates negatively impacted the Company’s projected net interest expense for 2023. For the foregoing reasons, the Committee believed the 2023 target diluted FFO of $7.38$7.13 per share would have represented growthwas rigorous and appropriate. 78 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
The quantitative leasing goals under the AIP differ from year to year – sometimes materially – based on leasing activity the Committee determines is reasonably possible. The process of approximately 13%setting the leasing goals each year necessarily begins by analyzing the amount of currently vacant space in the Company’s portfolio, the amount of space covered by leases with near-term maturities in 2023 and the amount of space covered by leases with terms that expire more than twelve (12) months later (2024 and beyond). The Committee also considers the potential difficulty in successfully leasing the space. This includes factoring potential leases that are already subject to a letter of intent or the terms of which are under negotiation at the time the goals are established, and it also considers the probability of signing early lease renewals more than one year prior to lease maturity. For example, for 2023, there was less square footage covered by expiring leases that could be included in the leasing goals compared to 2021. While this projected growth was greater than any2022. During more robust economic conditions, BXP may also have a leasing target for new development starts that could have a material impact on the overall leasing volumes. As a point of BXP’s office REIT peers,reference, the 2022 leasing goals included new development starts that totaled approximately 800,000 square feet of leasing, however, similar opportunities were not available in 2023. In addition, the Committee noted that 2021 was a yearfactors the overall health of the economies in the regions in which the pandemic’s lingering effects were still generally impacting the US economyCompany operates and the Company. Comparedexpected impact those conditions will have on leasing demand. For example, at the beginning of 2023, all three of our West Coast regions were experiencing a supply of office space that far exceeded the demand in those regions. Current and prospective clients in these markets were dominated by technology and life science companies that were laying-off employees and facing materially greater interest rates that caused them to 2019, the last fiscal year before the Covid-19 pandemic, if the target FFO per share for 2022 were achieved, it would have represented growth of approximately 5%.defer major leasing decisions. The Committee believedthen considers the 2022 target FFO per share was appropriate because, although the economy was reaching its post-pandemic peak in the first two monthstotality of 2022, there were concerns regarding continued inflation, possible interest rate increases to combat inflation it and the economic implications that could directly and negatively impact our financial results, including FFO.Following discussions with management, the Committee set the total leasing goal and the range for determining threshold, target and maximum achievement under the goal by focusing first on vacant and near-term (2022 and 2023) roll-over space for which there was not yet a replacement tenant or a renewal, then adding on longer-term leasing objectives (2024 and beyond) and goals for pre-leasing of development projects. Based on the foregoing, the Committee set the target total leasing goal at 5.25 million square feet for 2022. While the 2022 leasing goal target represented a slight decrease from BXP’s pre-pandemic average annual leasing volume, the Committee considered the uncertainties that could impact overall demand for office space and factored various outcomesthese factors when setting the leasing target for 2022 and the threshold and maximum payout opportunities. After consideration,The Committee believes the consistent process by which it sets the leasing goals each year helps ensure that they are rigorous.
As a result of these considerations, the Committee believedestablished the following 2023 targets for short-term and total leasing target of 5.25that were less than actual short-term and total leasing achieved in 2022: 3.2 million square feet would sufficiently challenge executives to achieveand 3.4 million square feet, respectively. The Committee determined these leasing targets were appropriately rigorous in light of the leasing opportunities available in 2023 in our operating asset portfolio and our development pipeline, the anticipated impacts of the slowing economy on our clients' operations and long-term decision-making, and the weakening supply and demand fundamentals in our markets. For the 2023 leasing category, based on preliminary discussions with clients leading into 2023, the Committee added five additional leasing opportunities, the execution of which was highly uncertain at the beginning of the year. These opportunities were large, unique and binary in nature — i.e., they would either be completed or not, leading to an all-or-nothing payout for each additional lease. Therefore, such leasing opportunities were not included in management's annual leasing goals despitebecause the unclear outlook.successful (or unsuccessful) execution of any one of the leases could improperly skew the results of the leasing goals. Instead, the Committee designated these five leasing opportunities as "reach" leasing goals for which each of the corporate executives (Messrs. Thomas, Linde and LaBelle) and Mr. Koop had the opportunity to earn a positive adjustment to his leasing category payout percentage if achieved, prorated for each executive (by six percentage points for Mr. Koop related to three leasing opportunities in the Boston region, and by ten percentage points for the corporate executives related to the three Boston region opportunities, one in Los Angeles and one in Washington, DC). Only one of these "reach" leasing transactions was completed in 2023 - a 467,000 square foot lease extension in Los Angeles. Set forth in the following tables is a summary of each NEO’s performance measures and weightings, with specific threshold, target and maximum payout opportunities for each of the diluted FFO per share and leasing performance categories, and the principal Business & Individual goals, along with each NEO’s performance results for 2022.2023. The Committee considers absolute and/or relative performance outcomes against Business & Individual goals, as well as the context in which they were achieved (including,(e.g., degree of difficulty, importance to BXP, headwinds and tailwinds during the year and other similar factors), but no specific weightings are ascribed to each of the Business & Individual goals. The following scorecards include only the most material Business & Individual goals for each NEO that the Committee considered in assessing 20222023 performance. | | | | | | | | | | 2023 Proxy Statement 75 |
BXP / 2024 Proxy Statement 79
| | | | | | | | | 7›/ | Compensation Discussion and Analysis | | COMPENSATION DISCUSSION AND ANALYSIS
| | | | | | | | | | | | | | | | | | Owen D. Thomas | Performance Category | | Weighting | | | | | Threshold | | Target | | Maximum | | 2022
Results | | Category
Payout % | | | | | | | | | FFO per Share | | 
| | | | | | $7.20 | | $7.38 | | $7.56 | | $7.53(1) | | 141.7% | Leasing (in millions of square feet) | | 
| | | Short-term | | | 3.21 | | 4.02 | | 4.82 | | 4.21 | | 111.9% | | | | Total | | | 4.20 | | 5.25 | | 6.30 | | 5.70 | | 121.2% | Business & Individual Goals | | 
| | | | | 120.0% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
1.Represents diluted FFO per share. Under the terms of the 2023 AIP, diluted FFO per share is subject to adjustment for certain transactions. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. 2.In accordance with the terms of the 2023 AIP, Mr. Thomas earned an additional two percentage points for the successful leasing of one of the five "reach" leasing goals in 2023, an approximately 467,000 square foot, multi-building lease extension at Santa Monica Business Park. | | | | Key 20222023 Business & Individual Goals |
•Provide leadership and support to the management team to complete 2023 operational and capital goals •Implement and oversee reorganization of West Coast regions and its leadership structure following LA region leadership change and in anticipation of Mr. Pester's retirement in early 2024 •Maintain personal engagement with key clients, counterparties and private equity investors to generate commercial opportunities for BXP •Collaborate with and assist BXP's President, CFO and Finance team to execute 2023 capital raising plan •Remain active in investor relations activities by maintaining accessibility and visibility to BXP shareholders, as well as developing stronger relationships with targeted investors to, among other things, achieve growth in private equity relationships and existing partnerships •Execute strategy to sell more than $500 million of assets (to the extent feasible based on capital markets conditions) •Advance BXP’s environmental and sustainability goals with particular focus on progress towards BXP's (1) goal to achieve carbon-neutral operations by 2025 and (2) strategy to reduce scope 3 greenhouse gas emissions •Continue to lead and support HR and BXP’s DEI Council to advance diversity efforts and maintain progress against goals •Provide market intelligence and thought leadership to BXP Board of Directors and support, as needed, for individual directors •Leverage role and industry stature to promote premier workplace as BXP's market position differentiator and certain other sector-specific initiatives for the benefit of BXP (e.g., importance of in-person work) 80 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | - | Provide leadership to the management team to complete 2022 operational, capital and ESG goals
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| - | Maintain key client and thought leader engagement for direct insight into evolving real estate industry trends and lead BXP’s strategic shift(s), as appropriate
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| - | Collaborate with BXP’s President and CFO to develop and execute 2022 capital funding plan
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| - | Leverage role and industry stature to solicit new clients, complete critical leases and foster relationships, and gain insights on industry trends, for the benefit of BXP
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| | - | Grow BXP life sciences business through new developments and acquisitions
| - | Advance and achieve, as applicable, BXP’s environmental and sustainability goals and determine strategies for continued industry leadership
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| - | Continue to lead and support HR and BXP’s DEI Council to advance DEI efforts and maintain progress against goals
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| - | Provide guidance and leadership to BXP Board of Directors and support, as needed, for individual directors, including onboarding
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| | | | | | | | | | | | 2023 Proxy Statement 76
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
After
In assessing Mr. Thomas’ performance against his Business & Individual goals, the Committee concludednoted in particular that he achieved substantially allMr. Thomas: •provided steady leadership to BXP’s employees, stockholders and Board of Directors through the economic downturn and ramifications of the negative sentiment on office through, among other things, clear communications focused on the resilience of BXP's overall business and strategies and differentiating BXP's premier workplace market position from traditional office. •collaborated with and assisted BXP’s President, CFO and Finance team to exceed 2023 capital raising goals establisheddespite nearly illiquid capital market conditions due to higher interest rates and negative office industry sentiment, which resulted in more than $4.5 billion of capital raised. 1.In the unsecured debt markets, completed a $1.2 billion term loan facility in January 2023, increased the availability under our revolving credit facility by an additional $315 million, and issued $750 million aggregate principal amount of “green bonds” in May 2023 2.In the secured debt markets, closed a $600 million mortgage loan collateralized by a three-building portfolio located in Cambridge, Massachusetts, in October 2023 and numerous property-level refinancings totaling approximately $929 million in aggregate principal amount (of which our share was approximately $423 million) 3.In the private equity markets, raised approximately $750 million from an institutional partner for him,45% interests in two development/redevelopment projects in Kendall Square in Cambridge, Massachusetts •continued to promote BXP’s business and branding to highlight its premier workplace portfolio and differentiate BXP from its peers in the office sector, and leveraged leadership role and industry stature to combat the negative sentiment towards the office industry generally through many speaking engagements. •actively engaged with new potential investors and existing partners to generate commercial opportunities for BXP. In particular, Mr. Thomas had direct involvement with many of BXP's key partners, which he exceeded. led to: 1.the opportunistic acquisition of joint venture interests from two institutional partners in three assets for an aggregate cash purchase price of $48 million; and 2.the significant ~$750 million private equity capital raise in an otherwise constrained capital markets environment, which also further strengthened BXP's existing partnership with the institutional investor. •successfully executed reorganization and leadership transition for the West Coast regions with the appointment of Mr. Rod Diehl as Executive Vice President, West Coast Regions, to succeed Mr. Pester upon his retirement in early 2024. •successfully advanced BXP’s sustainability and diversity efforts and maintained BXP’s leadership position in sustainability in the real estate industry. In particular,addition, the Committee noted that Mr. Thomas: | • | | initiated and led strategic shifts to position BXP for continued growth and opportunities for long-term value creation through key client and thought leader engagement. These efforts led to focused investments in life sciences, including BXP expansion in Kendall Square, and they helped refine BXP’s business and branding to highlight its premier workplace portfolio that differentiates BXP’s business from its peers in the office sector.
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| • | | further grew BXP’s life sciences business through (1) transactions completed in Kendall Square in Cambridge, Massachusetts, including the acquisition of 125 Broadway, which is fully leased, and the execution of two 15-year leases for the development and redevelopment life sciences projects at 290 Binney Street and 300 Binney Street, (2) the commencement of a lab conversion project in San Francisco, and (3) advancing the planning for other life sciences projects in the New York and Washington, DC regions. These focused investments were part of Mr. Thomas’ execution of BXP’s strategic shifts in 2022.
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| • | | collaborated with BXP’s President and CFO to develop a capital funding plan for 2022 and successfully executed the funding strategy despite volatility in the capital markets and hesitancy of lenders to transact in 2022, which resulted in (1) an unsecured $730 million term loan facility in May 2022 that was subsequently refinanced to $1.2 billion in January 2023, (2) $750 million aggregate principal amount “green bond” offering in November 2022 and (2) numerous property-level refinancings totaling $945 million in aggregate principal amount (of which our share was $305 million).
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| • | | successfully advanced BXP’s ESG and sustainability efforts and maintained BXP’s leadership position in the real estate industry.
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| • | | worked closely with BXP’s Chief Human Resources Officer to enhance BXP’s HR function, which included support of employee engagement and other surveys to ensure high levels of employee satisfaction and retention
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| • | | exceeded individual DEI goals and initiatives and continued to set the appropriate tone-at-the-top driving BXP’s successful DEI efforts in 2022 (see “Human Capital Management and Sustainability – Human Capital Management” beginning on page 43).
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The Committee also noted that
Institutional Investor ranked Mr. Thomas was individually recognized by Institutional Investor Magazine, improving his ranking as #1 Best CEO among all REITs to #2 and maintaining his #1 ranking among officemid-cap REITs.Based on
After assessing Mr. Thomas’ achievement of substantially all ofThomas' performance against his Business & Individual goals manyand the relative importance of which he exceeded,the goals, the Committee determined that Mr. Thomas earned 120% of the target for thisthe Business & Individual goals category. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 115.8% BXP / 2024 Proxy Statement 81
| | | | | | | | | | / | Compensation Discussion and Analysis | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 125.5%
(1) | Represents diluted FFO per share. Under the terms of the 2022 AIP, diluted FFO per share is subject to adjustment for certain transactions, which in the case of 2022, netted to zero. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
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| | | | | | | | | | 2023 Proxy Statement 77 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
1.Represents diluted FFO per share. Under the terms of the 2023 AIP, diluted FFO per share is subject to adjustment for certain transactions. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. 2.In accordance with the terms of the 2023 AIP, Mr. Linde earned an additional two percentage points for the successful leasing of one of the five "reach" leasing goals in 2023, an approximately 467,000 square foot, multi-building lease extension at Santa Monica Business Park. | | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
| | | | | | | | | | | | | | | | | | Douglas T. Linde | Performance Category | | Weighting | | | | | Threshold | | Target | | Maximum | | 2022
Results | | Category
Payout % | | | | | | | | | FFO per Share | |
| | | | | | $7.20 | | $7.38 | | $7.56 | | $7.53(1) | | 141.7% | Leasing (in millions of square feet) | |
| | | Short-term | | | 3.21 | | 4.02 | | 4.82 | | 4.21 | | 111.9% | | | | Total | | | 4.20 | | 5.25 | | 6.30 | | 5.70 | | 121.2% | Business & Individual Goals | |
| | | | | 120.0% |
| | Key 20222023 Business & Individual Goals |
•Provide leadership to the management team to complete 2023 operational and capital goals, including direct oversight and close monitoring of progress towards company-wide leasing, development and capital spending goals •Work closely with leasing teams on strategies to lease vacant and uniquely distinctive space •Directly supervise numerous key corporate functions, including the Finance, Sustainability, Information Systems and Legal Departments, and oversee and support specified initiatives within those departments •Facilitate growth in new private capital investor pipeline, as well as existing private capital relationships, and continue to provide strong engagement and support to BXP's investor relations efforts •Collaborate with and assist BXP’s CEO, CFO and Finance team to execute 2023 capital raising plan, including specific goal to assess and execute capital raise for BXP's life sciences and residential assets in Kendall Square in Cambridge •Advance BXP’s environmental and sustainability goals with particular focus on (1) procuring renewable energy pursuant to a virtual power purchase arrangement to manage risks related to carbon emissions, and (2) facilitating the successful adoption of an energy usage and reporting application by BXP's engineering teams to add efficiencies to BXP's processes related thereto •Play an active role in assisting specified regions and departments with leadership and personnel transitions, including assist BXP's CEO in the reorganization of West Coast regions and its leadership structure 82 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | - | Provide leadership to the management team to complete 2022 operational, capital and ESG goals, including close oversight and monitoring of progress towards company-wide leasing, development and capital spending goals
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| - | Work closely with leasing teams on pricing and other strategies to lease vacant and uniquely distinctive space
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| - | Directly supervise Sustainability Department and manage the successful transition of the new reporting structure
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| - | Collaborate with BXP’s CEO and CFO to develop and execute 2022 capital funding plan
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| | - | Facilitate company-wide forums by department to boost collaboration and idea-sharing and execute professional development and leadership training opportunities
| - | Oversee Finance, IT and HR Departments’ processing strategies and opportunities, and new technology initiatives
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| - | Work closely with the HR Department to review employee compensation programs and levels through market research
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| - | Assist in the selection of assets and execute the asset sale strategy
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| | | | | | | | | | | | 2023 Proxy Statement 78
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
After
In assessing Mr. Linde’s performance against his Business & Individual goals, the Committee concludednoted in particular that he achieved allMr. Linde: •provided direct oversight over progress toward achieving company-wide leasing, development and capital spending goals, which positively impacted BXP’s (1) successful execution of a total of approximately 4.2 million square feet of leases in 2023 despite slowed leasing activity due to economic conditions, including an approximately 467,000 square foot early renewal that was designated as a "reach" leasing goal in early 2023, (2) delivery of four development projects, (3) completion of retrocommissioning projects in the New York and Boston regions and evaluations of the projects' effectiveness, and (4) management of general and administrative expenses. •meaningfully contributed to the successful completion of numerous transactions, including the complex structuring for the View Boston Observatory prior to its grand opening in June 2023, and guided BXP team members in negotiating and consummating the opportunistic acquisition of ownership interests from two joint venture partners in three assets and the ~$750 million private equity capital raise for two development/redevelopment projects in Cambridge, Massachusetts. •directly supervised BXP’s Finance, Sustainability, Information Systems, and Legal Departments and oversaw the advancement and/or achievement of key functional initiatives. 1.For the Finance Department, assisted in capital raising strategy and decisions, which resulted in more than $4.5 billion of capital raised. 2.For the Sustainability Department, oversaw BXP’s achievement and/or advancement of environmental and sustainability goals, establishedas applicable. Among other sustainability achievements, BXP (1) announced in April 2023 its achievement of energy and water reduction targets, (2) committed to setting a science-based target to achieve net-zero across all emissions scopes by 2050, (3) executed a new, complex 10-year virtual power purchase agreement for him, somerenewable energy, which is expected to mitigate regulatory compliance fees, and (4) continued BXP's industry leadership position as evidence by earning the highest 5-Star rating and twelfth consecutive GRESB “Green Star” designation and being named to the Dow Jones Sustainability Index (DJSI) North America for the 3rd consecutive year, and being name a 2024 ENERGY STAR Partner of the Year – Sustained Excellence for the 4th consecutive year. 3.For the Information Systems Department, enhanced the Department's leadership with the hiring of a new Chief Information Officer, who commenced employment in January 2024, and assessed and oversaw the Department's management of BXP's cybersecurity program, which he exceeded. In particular,included a third-party review of the Committee noted that Mr. Linde: | • | | provided direct oversight of progress toward achieving company-wide leasing, development and capital spending goals, which positively impacted BXP’s (1) successful execution of a total of approximately 5.7 million square feet of leases in 2022 despite industry headwinds and volatile financial markets, (2) delivery of three projects totaling more than 1.7 million square feet, including two life sciences projects and a premier workplace project, each of which was 90% leased or more (as of February 21, 2023), (3) commencement of seven development and redevelopment projects, and (4) management of general and administrative expenses.
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| • | | meaningfully contributed to BXP’s 2022 asset sale strategy through his direct involvement in the selection of and execution of dispositions in the Boston and Washington, DC regions, and provided leadership to management team in executing dispositions, including the use of tax-deferral strategies that resulted in reallocated proceeds from an asset sale in our Washington, DC region to our Seattle region, which has a greater concentration of technology-based clients and relatively faster rent growth
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| • | | oversaw BXP’s Finance, Information Systems and HR Departments’ processing strategies and opportunities and new technology initiatives to enhance operations and improve security.
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| • | | directly supervised BXP’s Sustainability Department following a 2022 transition in reporting structure and oversaw BXP’s advancement or achievement of environmental and sustainability goals, as applicable. Among other ESG achievements in 2022, BXP (1) earned a seventh consecutive 5-Star rating and its eleventh consecutive GRESB “Green Star” designation, (2) was named to (a) Newsweek’s List of America’s Most Responsible Companies in 2023 for the 3rd consecutive year, ranking 1st in the Real Estate & Housing industry, and (b) the Dow Jones Sustainability Index (DJSI) North America for the 2nd consecutive year, (3) was recognized by Commercial Property Executive for having the “Best ESG Program” and (4) received Nareit’s prestigious Leader in the Light Award.
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| • | | provided steady leadership to BXP’s employees, stockholders and Board of Directors throughout the shifting and volatile market and industry conditions in 2022 through credible and articulate internal and external communications.
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Based onprogram and a tabletop exercise.
•actively participated in investor outreach efforts, including with prospective and existing debt and equity investors by continuing his steady engagement with investors at numerous REIT and financial conferences, and leveraged his external relationships to reach satisfactory resolutions for complex transactions and client obstacles. •provided meaningful support to advance BXP’s diversity initiatives. After assessing Mr. Linde’s achievement of all ofperformance against his Business & Individual goals someand the relative importance of which he exceeded,the goals, the Committee determined that Mr. Linde earned 120% of the target for this category. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 115.8% BXP / 2024 Proxy Statement 83
| | | | | | | | | | / | Compensation Discussion and Analysis | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 125.5%
(1) | Represents diluted FFO per share. Under the terms of the 2022 AIP, diluted FFO per share is subject to adjustment for certain transactions, which in the case of 2022, netted to zero. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
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| | | | | | | | | | 2023 Proxy Statement 79 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
1.Represents diluted FFO per share. Under the terms of the 2023 AIP, diluted FFO per share is subject to adjustment for certain transactions. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. 2.In accordance with the terms of the 2023 AIP, Mr. LaBelle earned an additional two percentage points for the successful leasing of one of the five "reach" leasing goals in 2023, an approximately 467,000 square foot, multi-building lease extension at Santa Monica Business Park. | | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
| | | | | | | | | | | | | | | | | | Raymond A. Ritchey | Performance Category | | Weighting | | | | | Threshold | | Target | | Maximum | | 2022
Results | | Category
Payout % | | | | | | | | | FFO per Share | | 
| | | | | | $7.20 | | $7.38 | | $7.56 | | $7.53(1) | | 141.7% | Leasing(2) (in millions of square feet) | | 
| | | Short-term | | | | | | | | | | | | | | | DC: | | | 0.50 | | 0.63 | | 0.75 | | 0.63 | | 50.1% | | | | LA: | | | 0.14 | | 0.18 | | 0.21 | | 0.05 | | | | Total | | | | | | | | | | | | | | | DC: | | | 0.64 | | 0.80 | | 0.96 | | 0.75 | | 41.7% | | | | | | | LA: | | | 0.14 | | 0.18 | | 0.21 | | 0.05 | Business & Individual Goals | | 
| | | | | 100.0% |
| | Key 20222023 Business & Individual Goals |
•Collaborate with BXP’s CEO and President and lead the Finance team in the execution of 2023 capital raising plan to address all 2023 and specified 2024 debt maturities and capitalize specified development/redevelopment projects •Evaluate and execute financing plans for the joint ventures that own Metropolitan Square and 500 North Capitol in Washington, DC •Determine and implement financial structure for specified investment to maximize tax efficiencies •Work closely with Investor Relations Department to grow investor outreach efforts and new stockholder relationships, including the achievement of a target number of (1) investor conferences with particular focus on non-REIT and/or generalist investors and (2) new stockholder touchpoints, and participation in and hosting ESG-focused conferences and/or webcasts •Oversee implementation of specified projects to enhance efficiencies, including (1) the installation and testing of a new financial modelling application and (2) the completion of outsourcing efforts for specified functions •Promote BXP's premier workplace market position and implement process to support premier workplace data generation and reporting process •Directly oversee enhancements to Finance team personnel and implementation of leadership and other professional development trainings 84 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | - | Complete a new investment in DC region using capital partners, including partners in the Strategic Capital Program
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| - | Complete a new investment in the Seattle region
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| - | Sell specified and other assets in the DC region
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| - | Assist DC regional team in creating a plan and/or monetizing the Virginia 95 assets
/ |
| | - | Facilitate initial occupancy of a key client at Reston Town Center property and close sale of Roger Bacon Drive asset
| - | Continue to organize BXP’s monthly leasing calls and educate leasing teams across all regions
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| - | Continue to advise and provide strong mentorship to DC regional leadership
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| - | Continue mentorship of LA and Seattle regional leaders
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After assessing Mr. Ritchey’s performance against his Business & Individual goals, the Committee concluded that he achieved substantially all of the goals established for him; volatile capital market and real estate conditions made it extremely difficult to achieve the three goals not met on satisfactory terms. In particular, the Committee noted that Mr. Ritchey exhibited evident business acumen by finding alternate solutions for goals that were impacted by adverse conditions that resulted in more than $827 million in gross sale proceeds from other asset sales and capital from two different equity partners for two residential development projects. Mr. Ritchey also continues to positively impact key BXP personnel and the Company as a whole through his mentorship and leadership. Mr. Ritchey continues to serve as an important mentor for the regional leaders in Los Angeles and
| | | | | | | | | | | | 2023 Proxy Statement 80
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
Seattle and the Co-Heads of the Washington, DC region following their transition into leadership roles during 2021. In addition, Mr. Ritchey continued to play a key role in specific transactions, including BXP’s acquisition of Madison Centre, its second acquisition in the Seattle, WA market, and key leases signed at Safeco Plaza in Seattle, WA, as well as several other transactions in the Washington, DC Region.
Based on Mr. Ritchey’s achievement of substantially all of his Business & Individual goals, the Committee determined that Mr. Ritchey earned 100% of the target for this category.
| | | | | | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 86.7%
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(1) | Represents diluted FFO per share. Under the terms of the 2022 AIP, diluted FFO per share is subject to adjustment for certain transactions, which in the case of 2022, netted to zero. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
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(2) | Mr. Ritchey’s leasing goal (weighted 40% in total) is evenly split between the Washington, DC and Los Angeles regions (20% each) and further bifurcated within each region between short-term and total leasing, consistent with all other NEOs.
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| | | | | | | | | | 2023 Proxy Statement 81 |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
| | | | | | | | | | | | | | | | | | Michael E. LaBelle | Performance Category | | Weighting | | | | | Threshold | | Target | | Maximum | | 2022
Results | | Category
Payout % | | | | | | | | | FFO per Share | |
| | | | | | $7.20 | | $7.38 | | $7.56 | | $7.53(1) | | 141.7% | Leasing (in millions of square feet) | |
| | | Short-term | | | 3.21 | | 4.02 | | 4.82 | | 4.21 | | 111.9% | | | | Total | | | 4.20 | | 5.25 | | 6.30 | | 5.70 | | 121.2% | Business & Individual Goals | |
| | | | | 150.0% |
| | Key 2022 Business & Individual Goals |
| - | Collaborate with BXP’s CEO & President to develop and execute 2022 capital funding plan
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| - | Execute specified financing and refinancings & efficiently manage 2023 debt maturities
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| - | Continue to advance strategic capital initiatives by securing new and expanding existing relationships with private partners
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| - | Secure construction funding for a development project in the Washington, DC region using private equity funding
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| - | Oversee implementation of outsourcing efforts and schedules of projects in place for specified functions
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| - | Lead market research efforts of premier workplaces in BXP target markets
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| - | Target complete TCFD alignment of climate-related disclosures in public filings and reports
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| - | Plan and execute a successful Investor Day for BXP stockholders
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AfterIn assessing Mr. LaBelle’s performance against his Business & Individual goals, the Committee concludednoted in particular that he achieved all of the goals established for him, which included numerous financing goals that he successfully achieved despite the volatile debt market environment in 2022. In particular, the Committee noted Mr. LaBelle’s achievements in executing BXP’s 2022 capital funding strategy despite volatility inLaBelle not only met the capital markets and hesitancyraising goal to raise an aggregate of lenders to transactapproximately $3.85 billion in 20222023, but exceeded the goal by among other things, leveraging BXP’s strong banking relationships.raising an aggregate of approximately $4.5 billion in that timeframe (our share totaled approximately $4.0 billion). Mr. LaBelle oversaw the completion of:
•$2.3 billion of (1) an unsecured $730 millionfinancings: a $1.2 billion unsecured term loan facility, in May 2022 that was subsequently refinanced to $1.2 billion in January 2023, (2) a $750 million aggregate principal amount “green bond” offering and an increase in November 2022total commitment under the revolving credit facility by $315 million to $1.815 billion by leveraging banking relationships to add three new lenders to the facility; •$1.0 billion (our share) of secured financings: a $600 million mortgage loan collateralized by a three-building portfolio located in Cambridge, Massachusetts, and (3) numerousfive property-level refinancings totaling $945approximately $929 million in | | | | | | | | | | | | 2023 Proxy Statement 82
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
aggregate principal amount (of which our share was $305approximately $423 million). ; and •~$750 million of private equity investment from an institutional partner for 45% interests in two development/redevelopment projects in Kendall Square in Cambridge, Massachusetts. In addition, heMr. LaBelle furthered BXP’s strategic capital initiativesshort-term and long-term value creation objectives by, among other things, assistingcreatively structuring and effectuating strategic financing transactions for five assets, two of which facilitated the subsequent signing of long-term lease renewals with anchor clients. These transactions included (1) two joint venture partnerships in which BXP played significant roles in the developmentcapital restructurings of private equity funding from a new partner for a development projecteach, resulting in BXP providing mezzanine financing to the property owners (500 North Capitol and Metropolitan Square in Washington, DCDC), (2) the acquisitions of an institutional partner's interests in two assets (Santa Monica Business Park in Santa Monica, California, and broadening existing partnerships to facilitate new investments.360 Park Avenue in New York City, New York), following which, BXP executed a long-term lease with an anchor client at Santa Monica Business Park, and (3) the acquisition of an institutional partner's interest in 901 New York Avenue (consummated in early January 2024), following which, BXP executed a long-term lease with an anchor client. In addition to Mr. LaBelle’s management of BXP’s balance sheet, he provided meaningful support to advance BXP’s ESG and DEI initiatives, and he worked with the Sustainability and HR Departments and DEI Council to enhance BXP’s public disclosures regarding human capital, DEI and ESG. He also provided strong leadership skills and advanced critical initiatives in his direct management of the Finance, Accounting, Tax and Investor Relations Departments.The Committee also noted that Mr. LaBelle was individually recognized by Institutional Investor Magazine, rankingranked Mr. LaBelle as the #2#1 Best CFO among all REITs (improved from #3 in 2021) and #1 among officemid-cap REITs, and he was instrumental to BXP’s rankings as #2#3 Best ESGIR Program, Best Analyst Days and #2 Best IRESG Program among all REITs #1 Best ESG and #1 Best IR Program among office REITs and Best Investor Event.Based onin those three categories, as voted by buy-side analysts.
After assessing Mr. LaBelle’s achievement of all ofperformance against his Business & Individual goals and the relative importance of the goals, including the business critical execution of BXP's capital raising plan in 2023 despite extremely challenged debt and capital market conditions, that created unpredictable challenges and obstacles, the Committee determined that Mr. LaBelle earned 150% of the target for this category. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 127.8% BXP / 2024 Proxy Statement 85
| | | | | | | | | | / | Compensation Discussion and Analysis | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 137.5%
(1) | Represents diluted FFO per share. Under the terms of the 2022 AIP, diluted FFO per share is subject to adjustment for certain transactions, which in the case of 2022, netted to zero. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
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| | | | | | | | | | 2023 Proxy Statement 83 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
1.Represents diluted FFO per share. Under the terms of the 2023 AIP, diluted FFO per share is subject to adjustment for certain transactions. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. | | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
| | | | | | | | | | | | | | | | | | Bryan J. Koop | Performance Category | | Weighting | | | | | Threshold | | Target | | Maximum | | 2022
Results | | Category
Payout % | | | | | | | | | FFO per Share | |
| | | | | | $7.20 | | $7.38 | | $7.56 | | $7.53(1) | | 141.7% | Leasing (in millions of square feet) | |
| | | Short-term | | | 1.06 | | 1.32 | | 1.59 | | 1.75 | | 150% | | | | Total | | | 1.54 | | 1.92 | | 2.31 | | 2.75 | | 150%
| Business & Individual Goals | |
| | | | | 130.0% |
| | | | Key 20222023 Business & Individual Goals |
- | Complete plans, commence construction and execute a lease for 250/290 Binney Street master development project
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- | Deliver 325 Main Street on time and within budget
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- | Complete plans and/or commence development for specified lab developments/conversions in Waltham
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- | Complete permitting process and/or plans for specified development and redevelopment projects in the Boston region
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•Deliver View Boston Observatory in Boston, in Massachusetts and 140 Kendrick Building A in Needham, Massachusetts, on time and within budget •Complete plans and commence construction for specified projects in the Boston region, including the lab conversion at 300 Binney Street in Cambridge, Massachusetts, and amenities renovations at two other assets •Complete value engineering, construction documents and permitting process for 121 Broadway in Cambridge, Massachusetts, in anticipation of early 2024 commencement of construction •Obtain guaranteed maximum price (GMP) contract for 290 Binney Street development in Cambridge, Massachusetts •Develop leasing and redevelopment plans for a specified asset in the Boston region •Complete construction for a specified redevelopment retail project and deliver space to client for build-out •Resolve issues and finalize schedule for a potential future development project in Cambridge, Massachusetts | - | Develop strategic plans for a specified asset in the Boston region, including a sale of the asset or repositioning all or a portion of the asset
| -Complete enabling work for a specified future development project
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- | Manage BXP’s operating expenses at a specified Boston region asset
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- | Engage and develop relationships with new local governmental leaders in the City of Boston and the Commonwealth of Massachusetts
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In assessing Mr. Koop’s performance against his Business & Individual goals, the Committee noted, in particular, Mr. Koop’s instrumental role in advancing projects in support of BXP’s life sciences business in Kendall Square, the top life sciences cluster in the U.S., including(1) finalizing the GMP contract and commencing construction of 290 Binney Street, which remains on schedule and within budget, and (2) commencing construction on the lab conversion at 300 Binney Street, including the 86 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
relocation of certain clients to facilitate the redevelopment, and (3) completing the permitting process for the anticipated start of construction for the residential project at 121 Broadway. The Boston region, led by Mr. Koop, (1) delivered and placed in service 140 Kendrick Street - Building A in Needham, Massachusetts, the first Net Zero, Carbon Neutral office repositioning of its scale in Massachusetts, (2) opened the View Boston Observatory, an observation deck encompassing the top three floors of the Prudential Tower in Boston, and (3) delivered the retail space at 760 Boylston Street in Boston to the client for its build-out of the space. In addition, Mr. Koop leveraged his long-developed relationships to achieve numerous early lease renewals and new leases, exceeding the target total leasing for the Boston region, including a lease renewal four years prior to expiration. Mr. Koop also provided strong leadership to his regional team and meaningful progress towards organizational enhancements and efficiencies for the overall benefit of BXP. After assessing Mr. Koop’s performance against his Business & Individual goals and considering the relative importance of the goals, the Committee determined that Mr. Koop earned 100% of the target for this category. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0% In accordance with his employment agreement, the Committee established leasing, business and individual goals for Mr. Ritchey against which they assessed his performance for 2023. Mr. Ritchey's leasing goals were measured against regional targets for the Los Angeles, Seattle and Washington, DC regions, his business goals were based on regional priorities for those three regions and his individual goals were focused primarily on leadership and organizational objectives. Under the terms of his employment agreement, Mr. Ritchey's 2023 annual cash bonus included additional upside opportunity for any new business he personally generated for the benefit of BXP; Mr. Ritchey did not receive any additional cash bonus related thereto. Set forth below are the material goals that the Committee considered in assessing Mr. Ritchey's 2023 performance. | | | | Key 2023 Leasing and Business & Individual Goals |
•Assist Washington, DC, Los Angeles and Seattle regions in the achievement of each region's respective leasing goals aggregated for Mr. Ritchey as follows: | | | | | | | | | | | | | | | | | Threshold | Target | Maximum | | | | | | Leasing (in square feet) | Short-term | 378.2K | 630.3K | 882.5K | | Total | 446.2K | 743.6K | 1.01M |
•Assist Washington, DC, Los Angeles and Seattle regions in generating strategic ideas and new business opportunities (to the extent feasible based on market conditions) •Support LA region in advancing specified investment, including strengthening of partner relations and generating business opportunities •Transition smoothly into reduced BXP workload and balance outside activities with BXP initiatives •Continue active participation in internal events, external communications and meeting with stockholders organize and leadership of BXP’s monthly leasing calls across all regions •Continue strong mentorship of specified executives and regional leaders BXP / 2024 Proxy Statement 87
| | | | | | | | | | / | Compensation Discussion and Analysis | |
In assessing Mr. Ritchey’s performance against his leasing, business and individual goals, the Committee concluded that he achieved the majority of the goals established for him. him, and those that were not met were primarily due to the particularly challenged capital market conditions on the West Coast that made generating new opportunities and transacting in those regions unrealistic. In addition, the Committee's evaluation of Mr. Ritchey's performance included consideration of Mr. Ritchey's meaningful contributions to our overall performance and advancement of our long-term strategy, as well as his integral role in the development of talent at all levels of our organization, the promotion of our culture of excellence, and enhancing BXP's brand. In particular, the Committee noted that Mr. Koop’s instrumental role in growing BXP’s life sciences business in Kendall Square,Ritchey: •exceeded the top life sciences cluster intarget total leasing square footage for each of the US, through the following transactions that the Company expects to enhance long-term value for BXP stockholders: | • | | Acquired 125 Broadway, a fully leased 271,000 SF lab/life sciences property;
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| • | | Signed a 15-year lease with AstraZeneca for approximately 566,000 SF at 290 Binney Street. 290 Binney Street is part of the initial phase of a life sciences development project located in the heart of Kendall Square; and
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| | | | | | | | | | | | 2023 Proxy Statement 84
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
| • | | Signed agreements to facilitate the conversion and expansion of 300 Binney Street, including a 15-year lease for 100% of the redeveloped property.
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Washington, DC, Los Angeles and Seattle regions by executing a total of approximately 979,000 square feet of leases. In addition, to the foregoing, Mr. Koop furtherRitchey actively contributed to the growthsuccessful execution of BXP’s life sciences business by completing the lab conversionlong-term, approximately 467,000 square foot, multi-building lease extension at 880 Winter StreetSanta Monica Business Park •strategically utilized long-established relationships with clients and brokers and effectively participated in Waltham, MA. Mr. Koop also contributedleasing negotiations to BXP’s asset sale strategy(1) achieve the leasing goals and (2) further enhance BXP's presence in the Seattle and Washington, DC markets •leveraged his relationships and local industry stature in the Washington, DC region to, among other things, facilitate the capital restructuring of Metropolitan Square and BXP's acquisition of a 50% joint venture interest in a property in Virginia •had direct involvement in ensuring the successful reorganization and leadership transition on the West Coast with the saleappointments of 195Mr. Rod Diehl as Executive Vice President, West StreetCoast Regions, and BXP’sregional leaders in the Los Angeles and Seattle regions •continued his strong mentorship and development goals with the delivery of 325 Main Street, which was 92% leased (as of December 31, 2022).Based on Mr. Koop’s achievement of mostspecified executives and regional leaders that resulted in objective advancements of his mentees' leadership, negotiating and execution skills in complex transactions
After assessing Mr. Ritchey’s performance against his Leasing and Business &and Individual goals, including his instrumental role in expanding BXP’s life sciences business inand the top life sciences cluster inrelative importance of the country,goals, the Committee determined that Mr. KoopRitchey earned 130%120% of the target opportunity set for this category. | | | | | | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 140.3%
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(1) | Represents diluted FFO per share. Under the terms of the 2022 AIP, diluted FFO per share is subject to adjustment for certain transactions, which in the case of 2022, netted to zero. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
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him. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 120.0% Based on the foregoing, the Committee awarded annual cash bonuses to the NEOs for 20222023 as follows: | | | | | | | Name | | 2022 Target Annual Incentive | | 2022 Actual Annual Incentive | | 2022 Actual as % of Target | | | | | Owen D. Thomas | | $ 2,350,000 | | $2,949,250 | | 125.5% | | | | | Douglas T. Linde | | $ 1,900,000 | | $2,384,500 | | 125.5% | | | | | Raymond A. Ritchey | | $ 1,650,000 | | $1,430,550 | | 86.7% | | | | | Michael E. LaBelle | | $ 1,250,000 | | $1,718,750 | | 137.5% | | | | | Bryan J. Koop | | $ 1,250,000 | | $1,753,750 | | 140.3% |
›
| | | | | | | | | | | | | | | | Name | 2023 Target
Annual Cash Bonus
($) | 2023 Actual
Annual Cash Bonus
($) | 2023 Actual as (% of Target) | | | | | | | | 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 | | |
LTI EQUITY COMPENSATIONEquity Compensation The equity component of our NEOs’ compensation is driven significantly by our TSR throughgranted in the form of LTI equity awards consisting of a mix of time-based and performance-based awards. The ultimate value, if any, of these awards is driven significantly by our TSR. 88 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
The time-based LTI equity awards granted to the NEOs for 20222023 performance consisted of LTIP units or restricted shares of our common stock that generally vest in equal, annual installments over four years (25% per year), subject to acceleration in certain circumstances (e.g., retirement, death or disability, and certain qualifying terminations following a change in control). See “ Compensation of Executive Officers –Officers—Potential Payments Upon Termination or Change in Control – Control—Retirement Eligibility Provisions for LTI Equity AwardsAwards..”
Performance-Based Equity Awards – Multi-Year Long-Term Incentive Program (MYLTIP) The performance-based portion of LTI equity awards is granted under our Multi-Year Long-Term Incentive Program, or “MYLTIP.” We grant MYLTIP awards to provide incentives for long-term outperformance and focusTSR performance over a multi-year period. The design of the MYLTIP awards linkslink the ultimate payouts directly by formula to our absolute and relative TSR over a three-year measurement period. | | | | | | | | | | 2023 Proxy Statement 85 |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
Allocation of LTI Equity Awards Equity Compensation Mix | | | | | | | | | | | | | | | | Compensation Component | | CEO | | Other NEOs | | Time-Based LTI | | 45% | | 50% | | | | | | | | | | | | Performance-Based LTI | | 55% | | 50% | | | | | |
2023 LTI Awards for 2022 Performance Based on the NEOs’ performance in 2022, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards to the NEOs on February 7, 2023, and February 3, 2023, respectively, which reflect 100% of each NEO’s target LTI award value for 2022, except for Mr. LaBelle, who earned 113% of his 2022 target LTI equity award value, or an additional $250,000 above target, in acknowledgment of, among other things, his role in the successful execution of BXP’s 2022 financing and balance sheet management goals and based on the Committee’s compensation benchmarking review. | | | | | | | | | | | | | | | | | | | | | | Executive | Total LTI
Equity
Awards
($) | 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 | | |
The 2023 MYLTIP awards were denominated in a fixed number of LTIP units. The number of LTIP units initially issued to each award recipient on the grant date is the maximum number of units that the award recipient may earn under the 2023 MYLTIP (it is not a 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 
2022“—2023 MYLTIP Structure & Design—Other Features of 2023 MYLTIP”). Following the 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. If the number of units initially awarded exceeds the number of units ultimately earned, then the award recipient must forfeit the excess.
BXP / 2024 Proxy Statement 89
| | | | | | | | | | / | Compensation Discussion and Analysis | |
Therefore, while the award of 2023 MYLTIP units was partially in recognition of performance in 2022, award recipients must continue to perform over the three-year term of the 2023 MYLTIP to earn 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 until at least four years after the grant date. 2023 MYLTIP Structure & Design In early 2022,
On January 25, 2023, the Committee approved LTI equity awards to NEOs for 20212022 performance as a mix of time-based, full-value equity awards and performance-based MYLTIP awards. ItThe structure and design of the 2023 MYLTIP are the same as those for the 2022 MYLTIP, except JBG Smith Properties was not included in the third consecutive year in which2023 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 maintainedconcluded that including JBG Smith Properties in the same allocation of performance-based equity as a percentage of total LTI equity for all of our NEOs.Custom Index was no longer appropriate. The 20222023 performance-based MYLTIP consists of two equally weighted components, each providing a payout opportunity ranging from zero to 200% of a target number of LTIP units based on BXP’s relative and absolute TSR performance over a three-year performance period.
Relative TSR Component One-half (50%) of the 20222023 MYLTIP target grant value was awarded in the form of LTIP units that can be earned from zero to 200% of the target number of LTIP units, based on BXP’s three-year, annualized relative TSR (“rTSR”) performance compared to an index of peer companiesthe Custom Index as follows: | | | | | | | | 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 |
The payout for performance between levels outlined in the table above will be interpolated on a straight-line basis. For purposes of measuring relative performance, the 20222023 MYLTIP awards provide that BXP’s TSR shall be compared to the TSR of a custom peer group index (the “Custom Index”)the Custom Index consisting of the following eight (8)seven (7) office REITs: | | | | | | | | | | Custom Index | | | | | Douglas Emmett, Inc. | Kilroy Realty Corporation | Vornado Realty Trust | Custom IndexEmpire State Realty Trust | Paramount Group, Inc. | | | Hudson Pacific Properties, Inc. | | | Douglas Emmett, Inc. | | JBG Smith Properties(1) | | SL Green Realty Corp. | | | | Empire State Realty Trust | | Kilroy Realty Corporation | | Vornado Realty Trust | | | | Hudson Pacific Properties, Inc. | | Paramount Group, Inc. | | |
| (1) | For the 2023 MYLTIP, the Committee has decided to remove JBG Smith Properties from the Custom Index following its publicly announced strategic shift to change its portfolio composition to a majority multifamily.
|
| | | | | | | | | | | | 2023 Proxy Statement 86
| | |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
The purpose of using a peer group is to provide a mechanism for comparing our relative performance against competitors; however, the Company does not have a directly comparable peer in the public market and often competes with larger, privately-capitalized companies for which performance data is not readily available, if at all. We selected the Custom Index to include only office REITs that are most similar to the Company in terms of asset type, asset quality, and having full-scale operations in one or more of the US gateway markets in which the Company operates. For determining the TSR of the Custom Index, the weighting ascribed to each company in the Custom Index iswas fixed as of the grant date based on its relative market capitalization at that time. 90 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | /Ø | Absolute TSR Component
|
Absolute TSR Component The remaining one-half (50%) of the 20222023 MYLTIP target grant value was awarded in the form of LTIP units that can be earned from zero to 200% of the target number of LTIP units, based on BXP’s non-annualized, cumulative absolute TSR (“aTSR”) during the three-year performance period as follows: | | | | | | | | | BXP Cumulative aTSR | | Percentage of Target MYLTIP Units that are Earned | | | | >= +60% | 200% | >= +60%+10% | | 200%100% | | | +10% | | 100% | | | | <= -40% | | Zero |
The payout for performance between levels outlined in the table above will be interpolated on a straight-line basis. The Committee added the aTSR component during its re-design of the MYLTIP in 2020, in part, to limit the scenarios in which our investors may suffer losses due to a decline in absolute TSR while our NEOs realize above-target payouts for relative TSR outperformance. As a result, BXP performance above the maximum goal under the rTSR component does not automatically result in a payout equal to the maximum 200% of target because the total payout would be offset if performance is below target under the aTSR component. The Committee concluded that this “offsetting” feature helps align our NEOs’ interests with our stockholders while providing incentivesincentive to outperform our peers. | Other Features of 2023 MYLTIP Distributions.Ø | Other Features of 2022 MYLTIP
|
Distributions. During the three-year performance period, holders of 20222023 MYLTIP Units are not entitled to receive full distributions on the 20222023 MYLTIP Units. Instead, to support the units’ characterization as profits interests for tax purposes, the holders of the units are entitled to receive only a partial distribution on each unit equal to 10% of the dividend payable on a share of BXP common stock. In addition, BXP will make a “catch-up”“catch-up” cash payment on the 20222023 MYLTIP Units that are ultimately earned (if any) in an amount equal to the regular and special dividends, if any, declared during the performance period on BXP common stock, less the distributions paid to holders of 20222023 MYLTIP Units during the performance period on all of the awarded 20222023 MYLTIP Units.
Post-vesting Transfer RestrictionsRestrictions.. Subject to the provisions on “Qualified Retirement” and the other terms of the award agreement, after the three-year performance period, all earned 20222023 MYLTIP Units shall be deemed “vested.” Still, they may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of earned awards, if any, shall vest as of January 31, 2025,February 6, 2026, but may not be monetized until January 31, 2026. | | | | | | | | | | 2023 Proxy Statement 87 |
February 6, 2027. 2024 MYLTIP Structure & Design In late 2023, the Committee, with the assistance of FW Cook, undertook a comprehensive review of the MYLTIP plan design to assess, among other things, the effectiveness of the plan's primary objectives of aligning the interests of our NEOs with those of our stockholders and motivating, retaining and rewarding our NEOs by directly linking executive pay with long-term performance. In its review, the Committee considered the appropriate metrics on which it should assess long-term performance, as well as the metrics utilized by BXP's benchmarking peer group against which the Company’s pay and compensation practices are assessed. After consideration, the Committee modified the design of the 2024 MYLTIP to add a new, third component (the "Leverage Component") that will measure performance against a target for the average of a non-GAAP leverage ratio – BXP’s Share of Net Debt to BXP’s Share of EBITDAre – cash (Annualized) (the average of such ratio, the "Average Leverage Ratio"), which is a non-GAAP financial measure. The 2024 MYLTIP now consists of three components, with the Leverage Component representing 20% of the target grant date fair value, and each of the Relative TSR Component and Absolute TSR Component representing 40% of the target grant date fair value. The Committee believes the addition of the Leverage Component to the design of the MYLTIP provides a balance between the market-based absolute and relative TSR measures currently used and a financial operating measure that supports BXP's strategic objective of managing leverage. BXP / 2024 Proxy Statement 91
| | | | | | | | | 7›/ | Compensation Discussion and Analysis | |
The Average Leverage Ratio will be calculated as of the end of the three-year performance period for the 2024 MYLTIP and will equal the average of (A) and (B) below: | | | | | | | | | | | | | | | | (A) | | | BXP's Share of Net Debt as of September 30, 2026 | | | | | | | | | | | | BXP's Share of EBITDAre COMPENSATION DISCUSSION AND ANALYSIS– 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 | |
2022To calculate the Leverage Component at the end of the performance period, we use the same calculations of BXP’s Share, EBITDAre, EBITDAre – cash, BXP’s Share of EBITDAre – cash (Annualized) and Net Debt as set forth in our Supplemental Operating and Financial Data reports furnished to the SEC on Form 8-K in connection with the quarterly reporting of our results of operations and financial condition.
2024 LTI Awards for 20212023 Performance Based on the NEOs’ strong performance, especially in light of the continued economic challenges during 2021,
On January 25, 2024, the Committee awarded the dollar values set forth below for performance-based and time-basedapproved LTI equity awards to NEOs for 2023 performance using the NEOs on February 1, 2022,same mix of time-based, full-value equity awards and January 28, 2022, respectively, for performanceperformance-based MYLTIP awards as in 2021, which reflect 100% of each NEO’s target LTI award value for 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | $ 9,450,000 | | | | $ 5,197,500 | | | | 55% | | | | $ 4,252,500 | | | | 45% | | | | | | | | Douglas T. Linde | | | $ 6,045,000 | | | | $ 3,022,500 | | | | 50% | | | | $ 3,022,500 | | | | 50% | | | | | | | | Raymond A. Ritchey | | | $ 4,410,000 | | | | $ 2,205,000 | | | | 50% | | | | $ 2,205,000 | | | | 50% | | | | | | | | Michael E. LaBelle | | | $ 1,990,000 | | | | $ 995,000 | | | | 50% | | | | $ 995,000 | | | | 50% | | | | | | | | Bryan J. Koop | | | $ 1,490,000 | | | | $ 745,000 | | | | 50% | | | | $ 745,000 | | | | 50% | | | | | | | | Total | | | $23,385,000 | | | | $12,165,000 | | | | 52% | | | | $11,220,000 | | | | 48% | |
prior years. The 20222024 MYLTIP awards were denominated in a fixed number of LTIP units and granted as of February 1, 2022. The 2022 MYLTIP awards have a three-year performance period (February 1, 2022, to January 31, 2025) and an additional one-year, post-vesting holding period (see “– 2022 MYLTIP Structure & Design – Other Features of 2022 MYLTIP”). Following the 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. If the number of units initially awarded exceeds the number of units ultimately earned, then the award recipient must forfeit the excess. Therefore, while the award of 2022 MYLTIP units was partially in recognition of performance in 2021, award recipients must continue to perform over the three-year term of the 2022 MYLTIP to earn and vest in any of the MYLTIP units and hold the units for an additional year. As a result, recipients must generally remain employed for four years before they may monetize the awards. 2023 MYLTIP Structure & Design
The structure and design of the 2023 MYLTIP are the same as that of the 2022 MYLTIP, except JBG Smith Properties is not included in the custom peer group index because it publicly announced a strategic shift to change the composition of its portfolio to majority multifamily. Therefore, the Committee concluded that including JBG Smith Properties in the Custom Index is no longer appropriate.
2023 LTI Awards for 2022 Performance
For the fourth consecutive year, the Committee maintained the same allocation of performance-based equity as a percentage of total LTI equity for our CEO (55% performance-based and 45% time-based) and for the other NEOs (50% performance-based and 50% time-based). In January 2023, the Committee approved LTI equity awards to NEOs for 2022 performance as a mix of time-based, full-value equity awards and performance-based MYLTIP awards. The 2023 MYLTIP awards were denominated in a fixed number of LTIP units and granted as of February 7, 2023.
| | | | | | | | | | | | 2023 Proxy Statement 88
| | |
units.
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
Based on the NEOs’ strong performance especially in light of the volatile economic conditions and industry headwinds during 2022,2023, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards granted to the NEOs on February 7, 2023,6, 2024 and February 3, 2023,2, 2024, respectively, for performance in 2022.2023. These total LTI equity award amounts reflect 100% of each NEO’s target LTI award value for 2022, except2023. Under his employment agreement, Mr. Ritchey was not eligible to receive an LTI equity award for Mr. LaBelle. The Committee awarded Mr. LaBelle 113% of his target LTI award value, or an additional $250,000 above target, in acknowledgment of his role in the successful execution of BXP’s 2022 financing and balance sheet management goals, his consistent ranking as one of the top CFOs among REITs (#2) and the #1 office REIT CFO, and based on the Committee’s compensation benchmarking review. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | $ 9,500,000 | | | | 100% | | | | $ 5,225,000 | | | | 55% | | | | $ 4,275,000 | | | | 45% | | | | | | | | | Douglas T. Linde | | | $ 6,100,000 | | | | 100% | | | | $ 3,050,000 | | | | 50% | | | | $ 3,050,000 | | | | 50% | | | | | | | | | Raymond A. Ritchey | | | $ 4,410,000 | | | | 100% | | | | $ 2,205,000 | | | | 50% | | | | $ 2,205,000 | | | | 50% | | | | | | | | | Michael E. LaBelle | | | $ 2,250,000 | | | | 113% | | | | $ 1,125,000 | | | | 50% | | | | $ 1,125,000 | | | | 50% | | | | | | | | | Bryan J. Koop | | | $ 1,600,000 | | | | 100% | | | | $ 800,000 | | | | 50% | | | | $ 800,000 | | | | 50% | | | | | | | | | Total | | | $23,860,000 | | | | 101% | | | | $12,405,000 | | | | 52% | | | | $11,455,000 | | | | 48% | |
2023 performance. | | | | | | | | | | | | | | | | | | | | | | | | | Executive* | Total LTI Equity Awards
($) | 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 aggregate target number of 20232024 MYLTIP units for NEOs is approximately 152,425160,005 LTIP units, and an aggregate payout opportunity ranging from zero to a maximum of 304,850320,011 LTIP units. The baseline share price for 20232024 MYLTIP awards was $75.02$64.288 (the average closing price per share of our common stock on the NYSE for the five trading days prior to and including February 7, 2023)6, 2024). The 2023fair 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 “–“—Potential Payments Upon Termination or Change in Control – Control—Retirement Eligibility Provisions for LTI Equity Awards”).” The awards are divided into three components with differing weightings: rTSR component (40%), aTSR component (40%) and Leverage Component (20%). In general, the Company will not make any expense adjustments over the three-year plan period for the rTSR and aTSR components. However, with respect to the Leverage Component, each quarter the Company will assess the number of LTIP units that it estimates will be earned and will account for any increase or decrease in the number of LTIP units as a cumulative adjustment to expense in that period. Under ASC Topic 718, the aggregate grant-date fair value of 20232024 MYLTIP awards to NEOs was approximately $12.4$10.7 million. 92 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | | | | | 2023 Proxy Statement 89/ |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
Realized Pay vs. Reported Pay for MYLTIP Awards The total compensation of our NEOs, as reported in the 20222023 Summary Compensation Table, is calculated under SEC rules, which require us to show the grant date fair value of equity and equity-based awards. The Committee believes realized pay better measures compensation for an annual period than reported pay because a significant portion of our NEOs’ compensation consists of long-term, performance- and equity-based MYLTIPs. TheMYLTIPs, and the ability of our executive officers to realize value from MYLTIP awards is contingent on achieving certain Companythe Company's outperformance over a multi-year performance milestones. As a result,period. In contrast to realized pay, reported pay includesis the accounting value of MYLTIP awards granted in the given period, which may or may not be realized in the future. As illustrated in the following charts,chart and table, our CEO realized approximately 57%53% of the reported pay for all MYLTIP awards granted since 20152018 for which the measurement periods have ended. 
Furthermore, because Mr. Thomas has never sold or redeemed any LTIP units, as of December 31, 2023, the aggregate value of the LTIP units Mr. Thomas earned under the 2018 – 2020 MYLTIP programs had decreased by an additional 26.5% (or approximately $1.5 million) from their value as of the dates earned. Similarly, the value of the time-based LTI equity awards Mr. 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. | | (1) | Amounts do
n - Interim Valuations for MYLTIPs for which the performance periods have not include 54,282 options to purchase shares of BXP’s common stock held by Mr. Thomas. His options expired on April 2, 2023, out-of-the-money.ended The grant date value of Mr. Thomas’ options was $900,000. |
| (2) | Payout as % of Target percentages shown for the 2021 and 2022 MYLTIP are estimates as of December 31, 2022, based on interim valuations performed by our independent valuation consultant. Actual results could differ materially from the interim valuations.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015
MYLTIP | | | 2016
MYLTIP | | | 2017
MYLTIP | | | 2018
MYLTIP | | | 2019
MYLTIP | | | 2020
MYLTIP | | | Total
(2015-2020
MYLTIP) | | | | | | | | | | Reported Pay | | $ | 4,145,625 | | | $ | 5,000,000 | | | $ | 5,150,000 | | | $ | 4,339,000 | | | $ | 4,375,000 | | | $ | 4,977,500 | | | $ | 27,987,125 | | | | | | | | | | Realized Pay | | $ | 950,039 | | | $ | 3,950,943 | | | $ | 5,198,236 | | | $ | 1,543,905 | | | $ | 2,782,676 | | | $ | 1,389,360 | | | $ | 15,815,159 | |
| | | | | | | | | | | | 2023 Proxy Statement 90
| | |
1.Amounts do not include 54,282 options to purchase shares of BXP’s common stock granted to Mr. Thomas in 2013. The stock options expired out-of-the-money on April 2, 2023. The grant date value of Mr. Thomas’ stock options was $900,000. 2.Realized Pay as % of Reported Pay percentages shown for the 2022 and 2023 MYLTIP are estimates as of December 31, 2023, based on interim valuations performed by our independent valuation consultant. Actual results could differ materially from the interim valuations. | | | | | | | | | | | | | | | | | | | 2018
MYLTIP
($) | 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 | |
BXP / 2024 Proxy Statement 93
| | | | | | | | | 7›/ | Compensation Discussion and Analysis | | COMPENSATION DISCUSSION AND ANALYSIS
IV. DETERMINING EXECUTIVE COMPENSATION
› PROCESS FOR DETERMINING EXECUTIVE COMPENSATION
Determining Executive Compensation Process for Determining Executive Compensation Consistent with the prior year’s process, in January 2022,2023, our Committee established target total direct compensationTDC opportunities for each of our NEOs consisting of base salary, target annual cash incentive, and target long-term incentive grant value. When establishing target total direct compensationTDC levels, the Committee considered a variety of factors, including: | •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, the market generally, and other input from FW Cook. •
| | 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, the market generally, and other input from FW Cook.
|
The Committee evaluated the pre-established performance goals under the Annual Incentive Plan2023 AIP to determine earned annual incentives for 20222023 (refer to page 85)88). The Committee determined 20232024 LTI equity grant values (earned for 2022)2023) by reference to the targets established at the beginning of the year (refer to pages 88-89)page 92). The ultimate earned value of these LTI equity awards depends on our stock’s performance on both a relative and an absolute basis. ›basis and our executives' leverage management. COMPENSATION ADVISOR’S ROLE
Compensation Advisor's Role & BENCHMARKING PEER GROUPBenchmarking Peer Group Compensation Advisor’s Role In 2022,2023, the Committee again retained FW Cook as its independent, third-party compensation consultant. FW Cook advises the Committee on the reasonableness of executive compensation levels compared to those of other similarly situated companies, consults on the structure of our executive compensation program to optimally support our business objectives and advises the Committee on executive compensation trends among REITs and the broader market. FW Cook reports directly to the Committee and only provides services to management under the 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.
The Committee monitors the effectiveness of our executive compensation program on an ongoing basis. For it to be effective, compensation must be competitive with other large public real estate companies with which we compete for executive talent. The Committee uses industry peer group data to assess and determine pay for our executive officers. However, other REITs in the office sector and other sectors are not always comparable to us because of differences in underlying business fundamentals. Peer group data is intended to provide the Committee with insight across the peer group into market pay levels for each element of compensation and total target compensationTDC of executive officers having similar titles and responsibilities to our NEOs, market trends, “best” governance practices, and overall industry performance. The median (50th percentile) serves as a reference point and indicator of competitive market trends and the Committee uses it as the starting point when setting our executive compensation. However, market data is one of many factors the Committee considers when setting target pay opportunities. | | | | | | | | | | 2023 Proxy Statement 91 |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
FW Cook advised the Committee that size, as measured by total capitalization, best depicts the scale, complexity and breadth of the Company’s operations and the amount of capital and assets managed, and therefore is the most appropriate scope measure for peer company selection. Following a review of the peer group for 2021,2022, FW Cook recommended, and the Committee agreed, to maintain the same peer group for 2022.2023. Notably, thirteen out of the sixteen members of this Benchmarking Peer Group also listed BXP as a peer company in their 20222023 proxy statements. 94 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
The following table provides the names and key information for each peer company: | | | | | | | | | | | | Company | | Sector | | Location | | | Total Capitalization
(in millions)(1) | | | | | | Alexandria Real Estate Equities, Inc. | | Office | | | Pasadena, CA | | | $ | 39,150 | | | | | | American Tower Corporation | | Specialty | | | Boston, MA | | | $ | 152,533 | | | | | | AvalonBay Communities, Inc. | | Multifamily | | | Arlington, VA | | | $ | 31,079 | | | | | | Digital Realty Trust, Inc. | | Specialty | | | Austin, TX | | | $ | 48,752 | | | | | | Douglas Emmett, Inc. | | Office | | | Santa Monica, CA | | | $ | 8,469 | | | | | | Essex Property Trust, Inc. | | Multifamily | | | San Mateo, CA | | | $ | 20,348 | | | | | | Host Hotels & Resorts, Inc. | | Hotel | | | Bethesda, MD | | | $ | 16,566 | | | | | | Kilroy Realty Corporation | | Office | | | Los Angeles, CA | | | $ | 9,137 | | | | | | Prologis, Inc. | | Industrial | | | San Francisco, CA | | | $ | 134,615 | | | | | | Regency Centers Corporation | | Shopping Center | | | Jacksonville, FL | | | $ | 14,729 | | | | | | Simon Property Group, Inc. | | Regional Mall | | | Indianapolis, IN | | | $ | 69,703 | | | | | | SL Green Realty Corp. | | Office | | | New York, NY | | | $ | 9,276 | | | | | | UDR, Inc. | | Multifamily | | | Highlands Ranch, CO | | | $ | 19,351 | | | | | | Ventas, Inc. | | Health Care | | | Chicago, IL | | | $ | 30,821 | | | | | | Vornado Realty Trust | | Office | | | New York, NY | | | $ | 14,995 | | | | | | Welltower Inc. | | Health Care | | | Toledo, OH | | | $ | 47,961 | | | | | | Median | | | | | | | | $ | 25,585 | | | | | | Average | | | | | | | | $ | 41,718 | | | | | | Boston Properties, Inc. | | Office | | | Boston, MA | | | $ | 28,073 | | | | | | Relative Percentile Rank | | | | | | | | | 52nd%-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 | |
Source: S&P Capital IQ. Data as of December 31, 2022(1) | Total capitalization includes debt and the book value of any preferred stock.
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2023 1.Total capitalization includes debt and the book value of any preferred stock. The benchmarking review was based, in part, on information disclosed in the peer companies’ proxy statements filed in 20222023 (the latest year for which comprehensive data were publicly available). Role of Management in Compensation Decisions › ROLE OF MANAGEMENT IN COMPENSATION DECISIONSOur CEO and President make recommendations to the Committee on the compensation of the other executive officers, and our CEO makes recommendations to the Committee on the compensation of our President, in each case, based on their assessment of performance versus corporate and individual goals and a variety of other factors (e.g., compensation history, tenure, responsibilities, market data for competitive positions and retention concerns). The Committee makes all executive compensation decisions. | | | | | | | | | | | | 2023 Proxy Statement 92
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BXP / 2024 Proxy Statement 95
| | | | | | | | | 7›/ | Compensation Discussion and Analysis | | COMPENSATION DISCUSSION AND ANALYSIS
V. OTHER COMPENSATION POLICIES
› DOUBLE-TRIGGER ACCELERATION OF VESTING OF EQUITY AWARDS UPON A CHANGE OF CONTROL
Other Compensation Policies Double-Trigger Acceleration of Vesting of Equity Awards Upon a Change of Control All time-based equity awards made after 2014 include “double-trigger” vesting, meaning that if there is a “change of control” and the awards are not otherwise canceled in connection with the change of control transaction, then they only become fully vested if, within 24 months after the change of control, the executive’s employment is terminated by the Company or its successor without “cause” or the executive resigns for “good reason.” This policy regarding acceleration of vesting upon a change of control aligns with current best practices while also continuing to remove potential disincentives for executives to pursue a change of control transaction that would benefit stockholders. Although certain senior officers, including our CEO, were entitled to single-trigger vesting under their employment agreements, the Committee requested, and those executives voluntarily agreed to, the change. The Committee believes that this demonstrates its and management’s responsiveness to stockholders and that the policy addresses two key objectives: | • | | Aligning executives’ interests with stockholders’ interests:Aligning executives’ interests with stockholders’ interests: When a change of control may be imminent, it is important to ensure that executives’ interests are aligned with stockholders to maximize stockholder value.
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| • | | Minimizing conflicts of interest: Double-trigger vesting in the context of a potential change of control (1) reduces distraction and the risk that executives leave the Company before a transaction is completed and (2) prevents executives from receiving a windfall because executives’ time-based equity vests only if their employment is terminated.
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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.
•Minimizing conflicts of interest: Double-trigger vesting in the context of a potential change of control (1) reduces distraction and the risk that executives leave the Company before a transaction is completed and (2) prevents executives from receiving a windfall because executives’ time-based equity vests only if their employment is terminated. Clawback Policy In October 2023, our Board adopted a new Compensation Recovery Policy, or “clawback” policy, to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE ("New Clawback Policy"). The New Clawback Policy requires us to recover from covered executive officers any erroneously awarded incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure during the three fiscal years preceding the date on which the Company determines it is required to prepare a material financial restatement. The New Clawback Policy applies to all incentive-based compensation received by covered executive officers on or after October 2, 2023, that is in excess of the amount that would have been received had it been calculated based on the restated financial statements. However, compensation received prior to October 2, 2023 remains subject to the terms of our prior clawback policy ("Prior Clawback Policy"). Our Prior Clawback Policy allows us to recoup "excess compensation" from allcertain executive officers and certain other specified officers’ incentive compensation paid onin the basisevent of financial results that are subsequently restated. Under the current policy, if we are required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement, the Committee may require those officers to repay or forfeit “excess compensation,” whichrequirement. “Excess compensation” includes annual cash bonus and long-term incentive compensation in any form (including stock options, restricted stock and LTIP units, whether time-based or performance-based) received by them during the three years preceding the publication of the restated financial statements, that the Committee determines was in excess of the amount that they would have received had such compensation been determined based on the financial results reported in the restated financial statements. The Committee may consider 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 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. On October 26, 2022, the US Securities and Exchange Commission adopted final rules implementing the Dodd-Frank Act’s incentive-based compensation recovery (clawback) provisions. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy to recover erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations, which must be effective no later than November 28, 2023. As of April 8, 2023, the stock exchanges had proposed final listing standards. The Committee intends to conform its clawback policy to the New York Stock Exchange’s listing standards once the SEC formally approves them.
our Annual Report on Form 10-K. Gross-Up for Excess Parachute Payments › GROSS-UP FOR EXCESS PARACHUTE PAYMENTSIn January 2014, we adopted a formal “no tax gross-up” policy with respect to our senior executives. Under this policy, we will not make or promise to make any tax gross-up payment to any senior executive in the future other than payments in accordance with obligations existing at the time of the policy’s adoption or under arrangements | | | | | | | | | | 2023 Proxy Statement 93 |
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
applicable to our management employees generally, such as a relocation policy. The employment agreements we have entered into with senior executives since 2013, including our originalcurrent and currentpast employment agreements with our CEO, Mr. Thomas, do not provide for tax gross-up payments. In addition, the recently amendedSecond Amended and restated employment agreementRestated Employment Agreement with Mr. Ritchey provides that he will no longer be eligible to receive a tax gross-up payment under any plan or agreement. (See “Compensation of Executive Officers – Officers—Employment Agreements – Agreements—Summary of Mr. Ritchey’s Employment Agreement.”") Accordingly, this policy formalized the Committee’s then-existing practice with respect to tax gross-ups. In addition, our Senior Executive Severance Plan and Executive Severance Plan provide that executives who become eligible to participate in these plans after 2013 will not be entitled to any tax gross-up payments under the plans. ›96 POLICY CONCERNING HEDGING AND PLEDGING TRANSACTIONS BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
Policy Concerning Hedging and Pledging Transactions Transactions such as 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. 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. › MANDATORY MINIMUM EQUITY OWNERSHIP POLICY FOR SENIOR EXECUTIVES
Mandatory Minimum Equity Ownership Policy for Senior Executives To align senior management with our stockholders and demonstrate to the investment community that our senior management is personally committed to our continued financial success, we have a policy that requires the following officer positions to maintain equity ownership equal to a multiple of their base salaries as follows: | | | | | | | Title | | Multiple of Base Salary | | Title
| Multiple of
Base Salary
| | | Chief Executive Officer | | 6.0x | | President | 5.0x | 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 |
| | | | | | | | | | | | | | | | | CEO Mandatory Minimum | | | | | | 
| | CEO Actual Stock Ownership | | 2.0x | | Senior Vice President | 1.5x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | à | | | | | | CEO Mandatory Minimum | | | CEO Actual Stock Ownership | | | | | | | | | | | 6x Base Salary | base salary | | | | | 43x | 38x Base Salarybase salary | | | | | | | | | |
Mr. ThomasThomas' actual stock ownership represents 38approximately 43 times his base salary (based on the closinglast reported sale price of a share of BXP common stock priceon the NYSE on February 10, 2023)12, 2024), substantially greater than the mandatory minimum equity requirement. In fact, since Mr. Thomas joinedacquired approximately $1.0 million in BXP's common stock prior to joining BXP in 2013. Including those shares, since 2013, heMr. Thomas has never sold any shares of BXP common stock or redeemed any units in BPLP. If an executive’s ownership falls below the applicable guideline due solely to a decline in the value of our common stock, the executive will not be required to acquire additional shares to meet the guideline, but he or she will be required to retain all shares then held (except for shares withheld to pay withholding taxes or the exercise price of options) until the executive again attains the target multiple. | | | | | | | | | | | | 2023 Proxy Statement 94
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| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
Employees hired or promoted to senior management positions will have five years beginning on January 1 of the year following their appointment to achieve this ownership requirement. Exceptions may be made for significant extenuating personal circumstances. The types of securities that are counted toward the equity ownership requirement include shares of our common stock, common units and LTIP units (excluding performance-based LTIP units until and unless they have been earned), in each case both vested and unvested, as well as shares acquired and held through our stock purchase and dividend reinvestment plans. Stock options are not counted. ›BXP / 2024 Proxy Statement 97
| | | | | | | | | | / | Compensation Discussion and Analysis | |
Since 2003, we have used a class of partnership interests in our Operating Partnership, called long-term incentive units, or LTIP units, as a form of equity-based award for annual long-term incentive equity compensation. LTIP units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes, meaning that initially, they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units offer executives a long-term incentive comparable to restricted stock while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our incentive equity plan. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock. 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). For the 2021 MYLTIP – 20232024 MYLTIP awards, following the completion of their respective three-year performance periods, BXP will also make a “catch-up”“catch-up” cash payment on the LTIP units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on BXP common stock, less the distributions paid to holders of the applicable MYLTIP awards, during the applicable performance period on all of the corresponding LTIP units. LTIP units awarded with time-based vesting conditions only, both vested and unvested, are entitled to receive distributions per LTIP unit equal to the regular and special distributions payable on a common unit. Employment Agreements › EMPLOYMENT AGREEMENTSWe haveDuring 2023, we had employment agreements with each of our NEOs. (See “Compensation of Executive Officers – Officers—Employment Agreements” beginning on page 111.”) For NEOs other than Mr. Thomas, these agreements provide for a certain level of severance, generally the sum of base salary plus the prior year’s cash bonus, 12 additional months of vesting in equity-based awards and participation in our health plan for up to 12 months, in the event of a termination of employment by us without cause or by the executives for good reason. The employment agreement with Mr. Thomas provides for stipulated severance benefits in lieu of participation in severance plans for which the other NEOs are eligible. In return, each NEO agrees, during the term of employment and for one year thereafter, not to compete with us, solicit our tenantsclients or employees or interfere with our relationship with our tenants,clients, suppliers, contractors, lenders, employees or with any governmental agency. We believe these agreements are fair to the NEOs and our stockholders and, because the severance benefits are negotiated at the time of the agreement, avoid the need for protracted negotiations in the event of termination.
| | | | | | | | | | 2023 Proxy Statement 95 |
Change in Control Arrangements
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
› CHANGE IN CONTROL ARRANGEMENTS
We have an employment agreement with Mr. Thomas that provides him with cash severance and certain benefits in the event of his termination under certain circumstances within 24 months following a change in control. Although Mr. Thomas was entitled to “single-trigger” vesting upon a change in control under his original employment agreement, he has agreed to be subject to the “double-trigger” vesting policy adopted for all time-based LTI equity awards made after 2014. We also have two change in control severance plans, one for our President Senior Executive Vice President and Executive Vice Presidents, and the other for our Senior Vice Presidents and those Vice Presidents with ten (10) or more years of tenure with us. These plans also provide cash severance and certain benefits in the event of termination of employment under certain circumstances within 24 months following a change in control. The two change in control severance plans are “double trigger” arrangements, providing severance benefits only upon an involuntary or constructive termination of the executive officer following a change in control. (See “Compensation of Executive Officers – Officers—Potential Payments Upon Termination or Change in Control” beginning on page 115.) Officers who became eligible under the two severance plans described above prior to their amendment in January 2014 upon adoption by the Committee of a formal “no tax gross-up” policy are entitled to a gross-up payment in the event they become subject to the 20% golden parachute excise tax. This was the market practice when these plans were adopted in 1998. Mr.Messrs. Thomas isand Ritchey are not entitled to a tax gross-up payment payments under histheir employment agreement. agreements. 98 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
In our experience, change in control cash severance protection for executive officers is common in the REIT industry. Our Committee believes it is fair to provide severance protection in the event of an involuntary termination or constructive termination of employment following a change in control because senior manager positions are often eliminated following a change in control. The Committee believes that agreeing in advance to provide severance benefits in the event of an involuntary termination or constructive termination of employment following a change in control helps reinforce and encourage the continued attention and dedication of senior management to their assigned duties without distraction in the face of an actual or threatened change in control and helps ensure that management is motivated to negotiate the best consideration for our stockholders. For treatment of equity awards in the event of a change in control, please see ““– —Double-Trigger Acceleration of Vesting of Equity Awards upon a Change of Control” Control” above.› PERQUISITES
Perquisites Mr. Thomas’ employment agreement provides that he is entitled to the use of a Company-owned or leased vehicle, but Mr. Thomas has declined this benefit since 2013. We provide Messrs. Linde, Ritchey and Koop a monthly car allowance of $750 and all of our executive officers a designated parking space. Apart from these arrangements, we do not provide any other perquisites to our executive officers. Deferred Compensation Plan › DEFERRED COMPENSATION PLANWe offer a deferred compensation plan that permits our executives to defer up to 20% of their base salaries and bonuses. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. The executives select from a limited number of mutual funds, which serve as measurement funds. The deferred amounts are increased or decreased to correspond to the market value of the mutual fund investments. Because the measurement funds are publicly traded securities, we do not consider any of the earnings credited under the deferred compensation plan to be “above market.” We do not provide any matching contribution to any executive officer who participates in this plan, other than a limited amount to compensate for any loss of matching contributions under our Section 401(k) plan. We have made this plan available to our executives to ensure our benefits are competitive. See “Compensation of Executive Officers – Officers—Nonqualified Deferred Compensation in 2022.2023” | | | | | | | | | | | | 2023 Proxy Statement 96
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beginning on page 109.Retirement and Health and Welfare Benefits
| | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
› RETIREMENT AND HEALTH AND WELFARE BENEFITS
We have never had a traditional or defined benefit pension plan. Our executives participate in Company-sponsored benefit programs available broadly to generally all of our salaried employees, including our employee stock purchase plan and our Section 401(k) plan. We maintain a Section 401(k) retirement plan in which all salaried employees can participate, which provides a Company matching contribution of 200% of the first 3% of compensation contributed to the plan (utilizing earnings not in excess of an amount established by the Internal Revenue Service ($305,000330,000 in 2022)2023)). Other benefits, such as health and dental plans, group term life insurance, short- and long-term disability insurance and travel accident insurance, are also generally available to our salaried employees. › DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Deductibility of Executive Compensation The Committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a publicly-heldpublicly held corporation may not deduct compensation of more than $1 million paid to any “covered employee.” To the extent that compensation paid to our executive officers is subject to and does not qualify for deduction under Section 162(m), our Committee is prepared to exceed the limit on deductibility under Section 162(m) to the extent necessary to establish compensation programs that we believe provide appropriate incentives and reward our executives relative to their performance. Because we qualify as a REIT under the Code, we generally distribute at least 100% of our net taxable income each year and therefore do not pay federal income tax. As a result, the possible loss of a federal tax deduction would not have a material impact on us. › ACCOUNTING FOR STOCK-BASED COMPENSATION
Accounting for Stock-Based Compensation We account for stock-based awards under the requirements of ASC Topic 718. ›BXP ASSESSMENT OF COMPENSATION-RELATED RISKS/ 2024 Proxy Statement 99
| | | | | | | | | | / | Compensation Discussion and Analysis | |
Assessment of Compensation-Related Risks The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Committee believes that, because of the following factors, there is a low likelihood that our compensation policies and practices would encourage excessive risk-taking: | | | | | Risk Mitigation Factors | • our policies and programs are generally intended to encourage executives to focus on long-term objectives;
• overall compensation is maintained at levels that are competitive with the market;
• the mix of compensation balances cash and equity compensation, incentives for short-term and long-term performance, and financial, strategic and market-based measures;
• annual cash bonuses for executives are linked to performance against goals in three categories with specific weightings and each executive has target and maximum bonus opportunities;
• long-term equity incentives align management’s interests with those of stockholders with the performance-based component rewarding both absolute and relative TSR performance and being capped at 200% of target shares;
• except for those employees who satisfy the conditions for Qualified Retirement, all equity awards are subject to multi-year vesting (see “– Potential Payments Upon Termination or Change in Control – Retirement Eligibility Provisions for LTI Equity Awards”);
• executive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and
• a clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.
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| | | | | | | | | | 2023 Proxy Statement 97 |
•our policies and programs are generally intended to encourage executives to focus on long-term objectives;
•overall compensation is maintained at levels that are competitive with the market; | | | 7› | | COMPENSATION DISCUSSION AND ANALYSIS |
›• EQUITY AWARD GRANT POLICY
the mix of compensation balances cash and equity compensation, incentives for short-term and long-term performance, and financial, strategic and market-based measures; •annual cash bonuses for executives are linked to performance against goals in three categories with specific weightings and each executive has target and maximum bonus opportunities; •long-term equity incentives align management’s interests with those of stockholders with the performance-based components rewarding company and executive outperformance and being capped at 200% of target shares; •except for those employees who satisfy the conditions for Qualified Retirement, all equity awards are subject to multi-year vesting (see “—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards” on page 118); •executive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and •a clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated. Equity Award Grant Policy We have a policy that annual grants to employees are approved by the Committee in late January or early February of each year, with an effective grant date immediately following the closing of the NYSE on the second trading day after we publicly release financial results for the prior year. This policy provides the necessary certainty and transparency for employees and stockholders while allowing the Committee desired flexibility. Our Committee approves equity awards in dollar values. To the extent these awards are paid in the form of full-value awards (either shares of restricted stock and/or LTIP units), the number of shares/units granted is calculated by dividing the dollar value of the approved awards by the closing market price on the NYSE of a share of our common stock on the effective date of grant. To the extent these awards are made in stock options, the number of shares underlying option grants is determined by dividing the dollar value of the approved awards by the grant-date fair value of the option, as calculated by an independent valuation expert in accordance with ASC Topic 718. The Equity Award Grant Policy does not apply to performance-based equity awards such as the MYLTIP because of the different considerations that apply to granting such awards. For example, consistent with our past practice when granting multi-year, performance-based equity awards, the Committee determined that the 2023 MYLTIP baseline share price from which TSR performance is measured for the two TSR-linked components of the 2024 MYLTIP should be based on the average closing stock price for the five trading days prior to and including the effective date of grant. VI. COMPENSATION COMMITTEE REPORT
100 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation Discussion and Analysis | / |
Compensation Committee Report The Compensation Committee of Boston Properties has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Compensation Committee: Joel I. Klein,
Bruce W. Duncan, Chair Carol B. Einiger
David
William H. Walton, III | | | | | | | | | | | | 2023 Proxy Statement 98
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Derek Anthony (Tony) West BXP / 2024 Proxy Statement 101
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Compensation of Executive Officers Summary Compensation Table The following table shows the compensation for each of our NEOs in accordance with Item 402(c) of Regulation S-K. | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
S-K.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | 2022 | | | $ | 925,000 | | | $ | 9,157,428 | (2) | | $ | 2,949,250 | | | $19,110 | | $ | 13,050,788 | | | | | 2021 | | | $ | 900,000 | | | $ | 8,745,377 | (3) | | $ | 3,231,250 | | | $17,910 | | $ | 12,894,537 | | | | | 2020 | | | $ | 900,000 | | | $ | 8,644,379 | (4) | | $ | 1,175,000 | | | $17,910 | | $ | 10,737,289 | | Douglas T. Linde President | | | 2022 | | | $ | 775,000 | | | $ | 5,837,052 | (2) | | $ | 2,384,500 | | | $37,110 | | $ | 9,033,662 | | | | | 2021 | | | $ | 750,000 | | | $ | 5,443,503 | (3) | | $ | 2,612,500 | | | $35,310 | | $ | 8,841,313 | | | | | 2020 | | | $ | 750,000 | | | $ | 5,373,381 | (4) | | $ | 950,000 | | | $35,310 | | $ | 7,108,691 | | Raymond A. Ritchey Senior Executive Vice President | | | 2022 | | | $ | 750,000 | | | $ | 4,079,250 | (2) | | $ | 1,430,550 | | | $35,526 | | $ | 6,295,326 | | | | | 2021 | | | $ | 740,000 | | | $ | 4,079,250 | (3) | | $ | 2,268,750 | | | $34,326 | | $ | 7,122,326 | | | | | 2020 | | | $ | 740,000 | | | $ | 4,028,000 | (4) | | $ | 1,103,850 | | | $34,326 | | $ | 5,906,176 | | Michael E. LaBelle Executive Vice President, Chief Financial Officer & Treasurer | | | 2022 | | | $ | 525,000 | | | $ | 1,921,544 | (2) | | $ | 1,718,750 | | | $28,110 | | $ | 4,193,404 | | | | | 2021 | | | $ | 510,000 | | | $ | 2,139,966 | (3) | | $ | 1,618,750 | | | $26,310 | | $ | 4,295,026 | | | | | 2020 | | | $ | 510,000 | | | $ | 1,848,139 | (4) | | $ | 937,500 | | | $26,310 | | $ | 3,321,949 | | Bryan J. Koop Executive Vice President, Boston Region | | | 2022 | | | $ | 425,000 | | | $ | 1,438,744 | (2) | | $ | 1,753,750 | | | $37,110 | | $ | 3,654,604 | | | | | 2021 | | | $ | 410,000 | | | $ | 1,653,900 | (3) | | $ | 1,711,250 | | | $35,310 | | $ | 3,810,460 | | | | | 2020 | | | $ | 410,000 | | | $ | 1,301,500 | (4) | | $ | 625,000 | | | $35,310 | | $ | 2,371,810 | |
2.Represents the aggregate grant date fair value of time-based restricted common stock and LTIP unit awards and 2023 MYLTIP awards, all of which were granted in 2023 for 2022 performance, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The following table sets forth (a) the grant date fair values for the time-based restricted common stock and LTIP unit awards, (b) the grant date fair values for the 2023 MYLTIP awards based upon the probable outcome of the performance conditions as of the grant date for the awards and (c) the maximum values of the 2023 MYLTIP awards as of the date of grant, assuming that the highest levels of performance conditions are achieved. To have value, the 2023 MYLTIP awards require BXP to achieve relative and absolute total stockholder return thresholds. See "Compensation Discussion and Analysis—2023 Executive Compensation—LTI Equity Compensation" beginning on page 88. 102 BXP / 2024 Proxy Statement
| (1) | A discussion of the assumptions used in calculating these values can be found in Note 14 to our 2022 audited financial statements beginning on page 174 of our Annual Report on Form 10-K for the year ended December 31, 2022 included in the annual report that accompanied this proxy statement.
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| (2)Represents the aggregate grant date fair value of time-based restricted common stock and LTIP unit awards and 2022 MYLTIP awards, all of which were granted in 2022, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The following table sets forth (a) the grant date fair values for the time-based restricted common stock and LTIP unit awards, (b) the grant date fair values for the 2022 MYLTIP awards based upon the probable outcome of the performance conditions as of the grant date for the awards and (c) the maximum values of the 2022 MYLTIP awards as of the date of grant, assuming that the highest levels of performance conditions are achieved. To have value, the 2022 MYLTIP awards require the Company to achieve relative and absolute total stockholder return thresholds. See “Compensation Discussion and Analysis – III. 2022of Executive Compensation – LTI Equity CompensationOfficers” beginning on page 85.
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| | | | | | | | | | | | | NEO | | Time-Based Awards
Grant Date Value | | | 2022 MYLTIP Awards
Grant Date Value | | | 2022 MYLTIP Awards
Maximum Value | | | | | | Mr. Thomas | | $ | 3,959,928 | | | $ | 5,197,500 | | | $ | 10,416,873 | | | | | | Mr. Linde | | $ | 2,814,552 | | | $ | 3,022,500 | | | $ | 6,057,619 | | | | | | Mr. Ritchey | | $ | 1,874,250 | | | $ | 2,205,000 | | | $ | 4,419,189 | | | | | | Mr. LaBelle | | $ | 926,544 | | | $ | 995,000 | | | $ | 1,994,227 | | | | | | Mr. Koop | | $ | 693,744 | | | $ | 745,000 | | | $ | 1,493,156 | |
| | | | | | | | | | 2023 Proxy Statement 99/ |
| | | | | | | | | | | | | | | | 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 | | |
3.Represents the aggregate grant date fair value of time-based restricted common stock and LTIP unit awards and 2022 MYLTIP awards, all of which were granted in 2022, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. 4.Represents the aggregate grant date fair value of time-based restricted common stock and LTIP unit awards and 2021 MYLTIP awards granted, all of which were granted in 2021, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. 5.Except in the case of Mr. Ritchey, amounts shown for 2023 represent amounts paid in cash in 2024 for performance in 2023 under the 2023 AIP. The amount shown for Mr. Ritchey for 2023 was determined by the Compensation Committee in accordance with his employment agreement. See "Compensation Discussion and Analysis—2023 Executive Compensation—Cash Compensation—2023 Annual Incentive Plan" beginning on page 76. Amounts shown for 2022 represent amounts paid in cash in 2023 for performance in 2022 under the 2022 AIP. Amounts shown for 2021 represent amounts paid in cash in 2022 for performance in 2021 under the 2021 AIP. 6.The table below shows the components of “All Other Compensation” for 2023, which include the life insurance premiums paid by the Company for group term life insurance, our matching contribution for each individual who made 401(k) contributions, the car allowances and the costs to the Company of the parking spaces provided to Messrs. Linde, Ritchey, LaBelle and Koop and the payment of Mr. Thomas' advisor fees he incurred in connection with his employment agreement that was effective as of July 1, 2023 (see "Compensation of Executive Officers—Employment Agreements—Summary of Owen D. Thomas' Employment Agreement" beginning on page 111.) The amounts shown for car allowances in the table below reflect the aggregate cost to the Company without deducting costs attributable to business use. The components of “All Other Compensation” for 2021 and 2022 for each of the NEOs were reported in our 2022 and 2023 proxy statements, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
BXP / 2024 Proxy Statement 103
| | | | | | | | | 8›/ | | COMPENSATION OF EXECUTIVE OFFICERS |
(3) | Represents the aggregate grant date fair value of time-based restricted common stock and LTIP unit awards and 2021 MYLTIP awards, all of which were granted in 2021, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions.
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(4) | Represents the aggregate grant date fair value of time-based restricted common stock and LTIP unit awards and 2020 MYLTIP awards granted, all of which were granted in 2020, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions.
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(5) | Amounts shown for 2022 represent amounts paid in cash in 2023 for performance in 2022 under the 2022 Annual Incentive Plan. See “Compensation Discussion and Analysis – III. 2022of Executive Compensation – Cash Compensation – 2022 Annual Incentive PlanOfficers” beginning on page 73. Amounts shown for 2021 represent amounts paid in cash in 2022 for performance in 2021 under the 2021 Annual Incentive Plan. Amounts shown for 2020 represent amounts paid in cash in 2021 for performance in 2020 under the 2020 Annual Incentive Plan.
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(6) | The table below shows the components of “All Other Compensation” for 2022, which include the life insurance premiums paid by the Company for group term life insurance, our matching contribution for each individual who made 401(k) contributions, and the car allowances and the costs to the Company of the parking spaces provided to Messrs. Linde, Ritchey, LaBelle and Koop. The amounts shown for car allowances in the table below reflect the aggregate cost to the Company without deducting costs attributable to business use. The components of “All Other Compensation” for 2020 and 2021 for each of the NEOs were reported in our 2021 and 2022 proxy statements, respectively.
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| | | | | | | | | | | | | | | | | | | | | NEO | | Life Insurance | | | 401(k) Company Match | | | Car Allowance | | | Parking | | | Total | | | | | | | | Mr. Thomas | | $ | 810 | | | $ | 18,300 | | | $ | — | | | $ | — | | | $ | 19,110 | | | | | | | | Mr. Linde | | $ | 810 | | | $ | 18,300 | | | $ | 9,000 | | | $ | 9,000 | | | $ | 37,110 | | | | | | | | Mr. Ritchey | | $ | 810 | | | $ | 18,300 | | | $ | 9,000 | | | $ | 7,416 | | | $ | 35,526 | | | | | | | | Mr. LaBelle | | $ | 810 | | | $ | 18,300 | | | $ | — | | | $ | 9,000 | | | $ | 28,110 | | | | | | | | Mr. Koop | | $ | 810 | | | $ | 18,300 | | | $ | 9,000 | | | $ | 9,000 | | | $ | 37,110 | |
GRANTS OF PLAN-BASED AWARDS IN 2022
Grants of Plan-Based Awards in 2023 The following table provides information about the awards granted to our NEOs during the year ended December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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
($)(5) | | | Name | | Grant Date | | | Threshold ($)(2) | | | Target ($)(2) | | | Maximum
($)(2) | | | Threshold (#)(3) | | | Target (#)(3) | | | Maximum (#)(3) | | Owen D. Thomas | | | — | | | | 2/15/2022 | | | $ | 1,175,000 | | | $ | 2,350,000 | | | $ | 3,525,000 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | 1/28/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | | — | | | | 37,533 | | | $ | 3,959,928 | | | | | | 2/1/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | 45,102 | | | | 90,205 | | | | — | | | $ | 5,197,500 | | Douglas T. Linde | | | — | | | | 2/15/2022 | | | $ | 950,000 | | | $ | 1,900,000 | | | $ | 2,850,000 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | 1/28/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | | — | | | | 26,676 | | | $ | 2,814,552 | | | | | | 2/1/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | 26,228 | | | | 52,456 | | | | — | | | $ | 3,022,500 | | Raymond A. Ritchey | | | — | | | | 2/15/2022 | | | $ | 750,000 | | | $ | 1,500,000 | | | $ | 2,250,000 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | 1/28/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | | — | | | | 19,461 | | | $ | 1,874,250 | | | | | | 2/1/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | 19,134 | | | | 38,268 | | | | — | | | $ | 2,205,000 | | Michael E. LaBelle | | | — | | | | 2/15/2022 | | | $ | 625,000 | | | $ | 1,250,000 | | | $ | 1,875,000 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | 1/28/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | | — | | | | 8,781 | | | $ | 926,544 | | | | | | 2/1/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | 8,634 | | | | 17,269 | | | | — | | | $ | 995,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
1.For a discussion of the Company’s policy with respect to the effective grant dates for equity-based awards, see “Compensation Discussion and Analysis—Other Compensation Policies—Equity Award Grant Policy” on page 100. 2.Except in the case of Mr. Ritchey, represents the potential payouts at the threshold, target and maximum performance levels under the 2023 Annual Incentive Plan, as described under “Compensation Discussion and Analysis—2023 Executive Compensation—Cash Compensation—2023 Annual Incentive Plan" beginning on page 76. The amount shown for Mr. Ritchey represents the potential payout at target performance level in accordance with his employment agreement. The actual bonuses paid to Mr. Ritchey pursuant to his employment agreement and to each other NEO under the 2023 Annual Incentive Plan are reported in the Summary Compensation Table on page 102 in the column “Non-Equity Incentive Plan Compensation" for 2023. 3.Represents 2023 MYLTIP awards for each NEO. Performance-based vesting of 2023 MYLTIP awards will be measured on the basis of BXP’s relative and absolute TSR performance over a three-year performance period ending February 6, 2026. The 2023 MYLTIP awards consist of two, equally weighted components (50% - 50%). The number of LTIP units that can be earned under the first component ranges from zero to 200% of the target number of LTIP units, based on BXP’s annualized TSR performance relative to the Custom Index. The number of LTIP units that can be earned under the second component ranges from zero to 200% of the target number of LTIP units, based on BXP’s cumulative absolute TSR during the performance period. See “Compensation Discussion and Analysis—2023 Executive Compensation—LTI Equity Compensation—Allocation of LTI Equity Awards—2023 MYLTIP Structure & Design” beginning on page 90. During the three-year performance period, holders of 2023 MYLTIP awards are entitled to receive only a partial distribution on each unit equal to 10% of the regular dividend payable on a share of BXP common stock. Following the completion of the three-year performance period, BXP will make a “catch-up” cash payment on the 2023 MYLTIP awards that are ultimately earned, if any, in an amount equal to the regular and special distributions, if any, declared during the performance period on an equal number of shares of BXP common stock, less the distributions actually paid to holders of 2023 MYLTIP awards during the performance period on all of the awarded 2023 MYLTIP awards. 104 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Executive Officers | | | | | 2023 Proxy Statement 100
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4.Stock awards were made in the form of shares of restricted common stock and/or LTIP units at the election of each NEO. Each NEO other than Mr. LaBelle, elected to receive all LTIP units. Mr. LaBelle elected to receive 75% of his award as LTIP units and 25% of his award as shares of restricted common stock. Dividends are payable on restricted common stock and distributions are payable on the LTIP units to the same extent and on the same date that dividends and distributions are paid on BXP common stock and common units of our Operating Partnership, respectively. Grantees of restricted common stock pay $0.01 per share and grantees of LTIP units pay $0.25 per unit. The awards are scheduled to vest over a four-year period with 25% vesting on January 15 of each year beginning January 15, 2024, based on continued employment through such date, subject to acceleration under certain circumstances. An employee who had attained age 65 or attained age 62 with 20 years of service with us prior to February 1, 2019 became fully vested in all time-based LTI equity awards granted on February 3, 2023. Mr. Ritchey satisfied this policy and is fully vested in his time-based LTI equity award granted on February 3, 2023. Pursuant to his employment agreement, on July 1, 2023, when Mr. Thomas attained age 62 and completed ten (10) years of service with us, he became fully vested in all time-based equity awards. All other employees will become fully vested when the employee retires after the date on which the sum of the employee’s years of service plus age (which must be at least 58) equals or exceeds 70 (the so-called “Rule of 70”) and satisfies the other conditions of a “Qualified Retirement” as described under “—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards” beginning on page 118. Each of Messrs. Linde, LaBelle and Koop satisfied the Rule of 70 and is eligible for a Qualified Retirement with respect to his time-based LTI equity award granted on February 3, 2023. 5.The amounts included in this column represent the grant date fair values of the restricted common stock awards, LTIP unit awards and 2023 MYLTIP awards determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 15 to our 2023 audited financial statements beginning on page 186 of our Annual Report on Form 10-K for the year ended December 31, 2023 included in the annual report that accompanied this proxy statement. BXP / 2024 Proxy Statement 105
| | | | | | | | | 8›/ | | COMPENSATION OF EXECUTIVE OFFICERS |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | | | Name | | Grant Date | | | Threshold ($)(2) | | | Target ($)(2) | | | Maximum
($)(2) | | | Threshold (#)(3) | | | Target (#)(3) | | | Maximum (#)(3) | | Bryan J. Koop | | | — | | | | 2/15/2022 | | | $ | 625,000 | | | $ | 1,250,000 | | | $ | 1,875,000 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | 1/28/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | | — | | | | 6,575 | | | $ | 693,744 | | | | | | 2/1/2022 | | | | 1/18/2022 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | 6,465 | | | | 12,930 | | | | — | | | $ | 745,000 | |
(1) | For a discussion of the Company’s policy with respect to the effective grant dates for equity-based awards, see “Compensation Discussion and Analysis – V. Other Compensation Policies – Equity Award Grant Policyof Executive Officers” beginning on page 98.
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(2) | | Represents the potential payouts at the threshold, target and maximum performance levels under the 2022 Annual Incentive Plan, as described under “Compensation Discussion and Analysis – III. 2022 Executive Compensation – Cash Compensation – 2022 Annual Incentive Plan.” The actual bonuses paid to each NEO under the 2022 Annual Incentive Plan are reported in the Summary Compensation Table on page 99 in the column “Non-Equity Incentive Compensation” for 2022.
(3) | Represents 2022 MYLTIP awards for each NEO. Performance-based vesting of 2022 MYLTIP awards will be measured on the basis of BXP’s relative and absolute TSR performance over a three-year performance period ending January 31, 2025. The 2022 MYLTIP awards consist of two, equally weighted components (50% – 50%). The number of LTIP units that can be earned under the first component ranges from zero to 200% of the target number of LTIP units, based on BXP’s annualized relative TSR performance compared to the TSR of a custom peer group index. The number of LTIP units that can be earned under the second component ranges from zero to 200% of the target number of LTIP units, based on BXP’s cumulative absolute TSR during the performance period. See “Compensation Discussion and Analysis – III. 2022 Executive Compensation – LTI Equity Compensation – Allocation of LTI Equity Awards – 2022 MYLTIP Structure & Design” beginning on page 86. During the three-year performance period, holders of 2022 MYLTIP awards are entitled to receive only a partial distribution on each unit equal to 10% of the regular dividend payable on a share of BXP common stock. Following the completion of the three-year performance period, BXP will make a “catch-up” cash payment on the 2022 MYLTIP awards that are ultimately earned, if any, in an amount equal to the regular and special distributions, if any, declared during the performance period on an equal number of shares of BXP common stock, less the distributions actually paid to holders of 2022 MYLTIP awards during the performance period on all of the awarded 2022 MYLTIP awards.
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(4) | Stock awards were made in the form of shares of restricted common stock and/or LTIP units at the election of each NEO. Each NEO elected to receive all LTIP units. Dividends are payable on restricted common stock and distributions are payable on the LTIP units to the same extent and on the same date that dividends and distributions are paid on BXP common stock and common units of our Operating Partnership, respectively. Grantees of restricted common stock pay $0.01 per share and grantees of LTIP units pay $0.25 per unit. The awards generally are scheduled to vest over a four-year period with 25% vesting on January 15 of each year beginning January 15, 2023, based on continued employment through such date, subject to acceleration under certain circumstances. An employee who had attained age 65 or attained age 62 with 20 years of service with us prior to February 1, 2019 became fully vested in all time-based LTI equity awards granted on January 28, 2022. Mr. Ritchey satisfied this policy and is fully vested in his time-based LTI equity award granted on January 28, 2022. All other employees will become fully vested when the employee retires after the date on which the sum of the employee’s years of service plus age (which must be at least 58) equals or exceeds 70 (the so-called “Rule of 70”) and satisfies the other conditions of a “Qualified Retirement” as described under “– Potential Payments Upon Termination or Change in Control – Retirement Eligibility Provisions for LTI Equity Awards” beginning on page 113. Each of Messrs. Linde, LaBelle and Koop satisfied the Rule of 70 and is eligible for a Qualified Retirement with respect to his time-based LTI equity award granted on January 28, 2022.
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(5) | The amounts included in this column represent the grant date fair values of the LTIP unit awards and 2022 MYLTIP awards determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 14 to our 2022 audited financial statements beginning on page 174 of our Annual Report on Form 10-K for the year ended December 31, 2022 included in the annual report that accompanied this proxy statement.
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| | | | | | | | | | 2023 Proxy Statement 101 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END
The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 20222023 pursuant to Item 402(f) of Regulation S-K. | | | | | | | | | | | | | | | | | | | | | | | 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 ($)(3) | | | | | | | | | | | | Owen D. Thomas | | | | — | | — | | 195,911 | | 13,747,075 | | | | Douglas T. Linde | | | | 86,064 | | 6,039,111 | | 112,903 | | 7,922,404 | | | | Raymond A. Ritchey | | | | 3,920 | | 275,066 | | 84,594 | | 5,935,961 | | | | Michael E. LaBelle | | | | 30,980 | | 2,173,867 | | 41,503 | | 2,912,266 | | | | Bryan J. Koop | | | | 22,890 | | 1,606,191 | | 31,849 | | 2,234,844 | | |
S-K.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | | Stock Awards(1) | | Name | | Number of Securities Underlying Unexercised Options (#)
Exercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | 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 | | | 54,282 | | | $ | 95.69 | | | | 4/2/2023 | | | | 105,887 | | | $ | 7,155,843 | | | | 193,082 | | | $ | 13,048,482 | | Douglas T. Linde | | | 41,092 | | | $ | 98.46 | | | | 2/1/2023 | | | | 72,526 | | | $ | 4,901,307 | | | | 110,620 | | | $ | 7,475,700 | | Raymond A. Ritchey | | | — | | | | — | | | | — | | | | 5,926 | | | $ | 400,479 | | | | 83,599 | | | $ | 5,649,620 | | Michael E. LaBelle | | | — | | | | — | | | | — | | | | 25,777 | | | $ | 1,742,010 | | | | 39,574 | | | $ | 2,674,411 | | Bryan J. Koop | | | 8,267 | | | $ | 98.46 | | | | 2/1/2023 | | | | 19,384 | | | $ | 1,309,971 | | | | 30,606 | | | $ | 2,068,353 | |
2.The following table sets forth the number of unvested time-based LTIP units and/or shares of restricted common stock, and 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 | | | | | | | | | |
a.The vesting of time-based LTI equity awards and performance-based LTI equity awards is subject to acceleration under certain circumstances and other exceptions discussed below under "—Potential Payments Upon Termination or Change in Control” beginning on page 115. b.Time-based LTI equity awards generally are scheduled to vest ratably over four years, with 25% of the total award vesting on January 15 of each year beginning January 15 in the year following the grant, based on continued employment through such date, subject to acceleration under certain circumstances. c.On February 3, 2023, the measurement period for the 2020 MYLTIP awards ended and the plan participants earned and therefore became eligible to vest in a portion of the 2020 MYLTIP awards. Fifty percent (50%) of these earned 2020 MYLTIP awards vested on February 3, 2023 and 50% vested on February 3, 2024. d.As of December 31, 2023, all of Mr. Thomas' time-based equity awards and earned performance-based equity awards were vested and all of Mr. Ritchey’s time-based LTI equity awards were vested because they each satisfied the conditions for retirement eligibility for these awards. These policies are described below under “—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards” beginning on page 118. 3.The market value of these holdings is based on the closing price of BXP common stock as reported on the NYSE on December 29, 2023 of $70.17 per share. 106 BXP / 2024 Proxy Statement
| (1) | This table does not include LTIP unit and restricted common stock awards and 2023 MYLTIP awards granted in February 2023. Those grants are described above under “ | | | | | | |
| Compensation Discussion and Analysis” beginning on page 64. Stock options have not been granted since 2013. Mr. Thomas’ stock options expired on April 2, 2023, and Messrs. Linde’s and Koop’s stock options expired on February 1, 2023, in each case, out of the money. |
(2)Executive Officers | The following table sets forth the number of unvested time-based LTIP units and/or shares of restricted common stock, and unvested LTIP units earned under the 2019 MYLTIP, held by each NEO as of December 31, 2022.
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| | | | | | | | | | | | | | | | | | | | | Award/Grant Date(a) | | Mr. Thomas | | | Mr. Linde | | | Mr. Ritchey(d) | | | Mr. LaBelle | | | Mr. Koop | | | | | | | | Time-Based Awards(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/1/2019 | | | 8,338 | | | | 5,141 | | | | — | | | | 1,858 | | | | 1,239 | | | | | | | | 1/31/2020 | | | 14,205 | | | | 9,862 | | | | — | | | | 3,392 | | | | 2,389 | | | | | | | | 1/29/2021 | | | 33,465 | | | | 23,235 | | | | — | | | | 8,994 | | | | 7,347 | | | | | | | | 1/28/2022 | | | 37,533 | | | | 26,676 | | | | — | | | | 8,781 | | | | 6,575 | | | | | | | | 2019 MYLTIP Award(c) | | | 12,346 | | | | 7,612 | | | | 5,926 | | | | 2,752 | | | | 1,834 | |
| (a) | The vesting of time-based LTI equity awards and performance-based LTI equity awards is subject to acceleration under certain circumstances and other exceptions discussed below under “– Potential Payments Upon Termination or Change in Control./”
|
| (b) | Time-based LTI equity awards are scheduled to vest ratably over four years, with 25% of the total award vesting on January 15 of each year beginning January 15 in the year following the grant, based on continued employment through such date.
|
| (c) | On February 4, 2022, the measurement period for the 2019 MYLTIP awards ended and the plan participants earned and therefore became eligible to vest in a portion of the 2019 MYLTIP awards. Fifty percent (50%) of these earned 2019 MYLTIP awards vested on February 4, 2022 and 50% vested on February 4, 2023.
|
| (d) | As of December 31, 2022, all of Mr. Ritchey’s time-based LTI equity awards were vested because he satisfied the conditions for retirement eligibility for these awards. These policies are described below under “– Potential Payments Upon Termination or Change in Control – Retirement Eligibility Provisions for LTI Equity Awards.”
|
(3) | The market value of these holdings is based on the closing price of BXP common stock as reported on the NYSE on December 30, 2022 of $67.58 per share.
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| | | | | | | | | | | | 2023 Proxy Statement 102
| | |
4.The following table sets forth the number of unearned performance-based LTI equity awards held by each NEO as of December 31, 2023. | | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | | |
a.The vesting of performance-based LTI equity awards is subject to acceleration under certain circumstances discussed below under "—Potential Payments Upon Termination or Change in Control.” b.On February 2, 2021, the NEOs received 2021 MYLTIP awards. In accordance with SEC rules, the number of 2021 MYLTIP awards reported in this table represents the sum of the LTIP units that would be earned based on achieving (i) "target” performance with respect to the portion of the LTIP units eligible to be earned based on absolute TSR and (ii) “maximum” performance with respect to the portion of the LTIP units eligible to be earned based on relative TSR. If our absolute and relative TSR performance during the entire performance period are the same as our performance from the beginning of the performance period through December 31, 2023, our NEOs would earn (i) a number of LTIP units that is between threshold and target based on absolute TSR and (ii) a number of LTIP units that is between target and maximum based on TSR relative to a custom peer group index. The performance period for assessing performance ended on February 1, 2024. For the performance period, (i) BXP's absolute TSR was -11.54% and (ii) the annualized TSR for a custom peer group index was -10.30% and for BXP was -4.01%, resulting in BXP performance of 629 basis points. As a result, the final valuation for the awards was determined to be 57% of target for the absolute component and 163% of target for the relative component, or an aggregate of approximately $9.95 million for the NEOs as a group. Subject to the provisions on “Qualified Retirement” and the other terms of the award agreement, all earned awards are deemed “vested,“ but may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of the earned awards vested on February 1, 2024, but may not be monetized until February 1, 2025. c.On February 1, 2022, the NEOs received 2022 MYLTIP awards. The measurement period for assessing performance ends on January 31, 2025. In accordance with SEC rules, the number of 2022 MYLTIP awards reported in this table represents the sum of the LTIP units that would be earned based on achieving (i) “target” performance with respect to the portion of the LTIP units eligible to be earned based on absolute TSR and (ii) “target” performance with respect to the portion of the LTIP units eligible to be earned based on relative TSR. If our absolute and relative TSR performance during the entire performance period are the same as our performance from the beginning of the performance period through December 31, 2023, our NEOs would earn (i) a number of LTIP units that is between threshold and target based on absolute TSR and (ii) a number of LTIP units that is between threshold and target based on TSR relative to a custom peer group index. Subject to the provisions of a “Qualified Retirement” and the other terms of the award agreement, after the completion of the three-year performance period all earned awards shall be deemed “vested,“ but may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of earned awards, if any, shall vest as of January 31, 2025, based on continued employment through such date, but may not be monetized until January 31, 2026. d.On February 7, 2023 the NEOs received 2023 MYLTIP awards. The measurement period for assessing performance ends on February 6, 2026. In accordance with SEC rules, the number of 2023 MYLTIP awards reported in this table represents the sum of the LTIP units that would be earned based on achieving (i) “target” performance with respect to the portion of the LTIP units eligible to be earned based on absolute TSR and (ii) “target” performance with respect to the portion of the LTIP units eligible to be earned based on relative TSR. If our absolute and relative TSR performance during the entire performance period are the same as our performance from the beginning of the performance period through December 31, 2023, our NEOs would earn (i) a number of LTIP units that is between threshold and target based on absolute TSR and (ii) a number of LTIP units that is between threshold and target based on TSR relative to the Custom Index. See "Compensation Discussion and Analysis—2023 Executive Compensation—LTI Equity Compensation—Allocation of LTI Equity Awards—2023 MYLTIP Structure & Design" beginning on page 90. Subject to the provisions of a “Qualified Retirement” and the other terms of the award agreement, after the completion of the three-year performance period all earned awards shall be deemed “vested,“ but may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of earned awards, if any, shall vest as of February 6, 2026, based on continued employment through such date, but may not be monetized until February 6, 2027. BXP / 2024 Proxy Statement 107
| | | | | | | | | 8›/ | | COMPENSATION OF EXECUTIVE OFFICERS |
(4) | The following table sets forth the number of unearned performance-based LTI equity awards held by each NEO as of December 31, 2022.
|
| | | | | | | | | | | | | | | | | | | | | Award(a) | | Mr. Thomas | | | Mr. Linde | | | Mr. Ritchey | | | Mr. LaBelle | | | Mr. Koop | | | | | | | | 2020 MYLTIP Award(b) | | | 36,813 | | | | 20,912 | | | | 15,679 | | | | 7,193 | | | | 5,066 | | | | | | | | 2021 MYLTIP Award(c) | | | 86,606 | | | | 49,197 | | | | 38,366 | | | | 19,044 | | | | 15,555 | | | | | | | | 2022 MYLTIP Award(d) | | | 69,663 | | | | 40,511 | | | | 29,554 | | | | 13,337 | | | | 9,985 | |
| (a) | The vesting of performance-based LTI equity awards is subject to acceleration under certain circumstances discussed below under “– Potential Payments Upon Termination or Change in Control.”
|
| (b) | On February 4, 2020, the NEOs received 2020 MYLTIP awards. In accordance with SEC rules, the number of 2020 MYLTIP awards reported in this table is based on achieving “target” performance. If our performance during the entire performance period had been the same as our performance from the beginning of the performance period through December 31, 2022, our NEOs would have earned an amount between threshold and target. The measurement period for assessing performance ended on February 3, 2023. The annualized TSR for the same period for the FTSE Russell Nareit Office Index (adjusted to include Vornado Realty) was -11.92% and for BXP was -16.94%. As a result, the final valuation for the awards was determined to be 50% of target, or an aggregate of approximately $3.2 million for the NEOs as a group. Fifty-percent (50%) of the number of earned 2020 MYLTIP awards vested on February 3, 2023 and the remaining 50% is scheduled to vest on February 3, 2024, based on continued employment through such date.
|
| (c) | On February 2, 2021, the NEOs received 2021 MYLTIP awards. The measurement period for assessing performance ends on February 1, 2024. In accordance with SEC rules, the number of 2021 MYLTIP awards reported in this table represents the sum of the LTIP units that would be earned based on achieving (i) “target” performance with respect to the portion of the LTIP units eligible to be earned based on absolute TSR and (ii) “maximum” performance with respect to the portion of the LTIP units eligible to be earned based on relative TSR. If our absolute and relative TSR performance during the entire performance period are the same as our performance from the beginning of the performance period through December 31, 2022, our NEOs would earn (i) a number of LTIP units that is between threshold and target based on absolute TSR and (ii) a number of LTIP units equal to maximum based on TSR relative to a custom peer group index. Subject to the provisions on “Qualified Retirement” and the other terms of the award agreement, after the completion of the three-year performance period all earned awards shall be deemed “vested,“ but may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of earned awards, if any, shall vest as of February 1, 2024, based on continued employment through such date, but may not be monetized until February 1, 2025.
|
| (d) | On February 1, 2022, the NEOs received 2022 MYLTIP awards. The measurement period for assessing performance ends on January 31, 2025. In accordance with SEC rules, the number of 2022 MYLTIP awards reported in this table represents the sum of the LTIP units that would be earned based on achieving (i) “target” performance with respect to the portion of the LTIP units eligible to be earned based on absolute TSR and (ii) “maximum” performance with respect to the portion of the LTIP units eligible to be earned based on relative TSR. If our absolute and relative TSR performance during the entire performance period are the same as our performance from the beginning of the performance period through December 31, 2022, our NEOs would earn (i) a number of LTIP units that is between threshold and target based on absolute TSR and (ii) a number of LTIP units that is between target and maximum based on TSR relative to a custom peer group index. See “Compensation Discussion and Analysis – III. 2022of Executive Compensation – LTI Equity Compensation – Allocation of LTI Equity Awards – 2022 MYLTIP Structure & DesignOfficers” beginning on page 86. Subject to the provisions of a “Qualified Retirement” and the other terms of the award agreement, after the completion of the three-year performance period all earned awards shall be deemed “vested,“ but may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of earned awards, if any, shall vest as of January 31, 2025, based on continued employment through such date, but may not be monetized until January 31, 2026.
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| | | | | | | | | | 2023 Proxy Statement 103 |
2023 Option Exercises and Stock Vested
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
2022 OPTION EXERCISES AND STOCK VESTED
The following table sets forth the aggregate number of shares of common stock and LTIP units that vested in 2022.2023. None of our NEO’s excercisedNEOs exercised options to purchase shares of our common stock in 2022. | | | | | | | | | Name | | Number of Shares/
LTIP Units Acquired
on Vesting
(#) | | | Value Realized on Vesting(1) | | | | | Owen D. Thomas | | | 55,405 | | | $ | 6,673,234 | | | | | Douglas T. Linde | | | 36,142 | | | $ | 4,357,832 | | | | | Raymond A. Ritchey | | | 29,453 | | | $ | 3,331,030 | | | | | Michael E. LaBelle | | | 13,469 | | | $ | 1,628,770 | | | | | Bryan J. Koop | | | 7,800 | | | $ | 939,499 | |
| | | | | | | | | | | | | 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 | | |
1.The Value Realized on Vesting is the product of (a) the last reported sale price of a share of BXP common stock on the NYSE on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading date), multiplied by (b) the number of shares and LTIP units vesting. In each case, the value realized is before payment of any applicable taxes and brokerage commissions. 2.Includes 123,404 LTIP units that vested on June 16, 2023, the date on which Mr. Thomas attained the age of 62 with at least 10 years of service with us. 108 BXP / 2024 Proxy Statement
| (1) | | | | | | | | | Compensation of Executive Officers | The Value Realized on Vesting is the product of (a) the closing price on the NYSE of a share of BXP common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading date), multiplied by (b) the number of shares and LTIP units vesting. In each case, the value realized is before payment of any applicable taxes and brokerage commissions.
/ |
NONQUALIFIED DEFERRED COMPENSATION IN 2022
Nonqualified Deferred Compensation in 2023 We providehave a non-qualified deferred compensation plan that provides our executives with the opportunity to defer up to 20% of their base salaries and cash bonuses. Deferrals are credited with earnings or losses based upon the executive’s selection ofdeemed invested in one or more of 2933 measurement funds selected by the executives, all of which are all publicly traded mutual funds. Executives may change their selection of measurement funds on a daily basis. The table below summarizespresents the annual rates of return for the year ended December 31, 20222023 for the 2933 measurement funds: | | | | | Name of Fund
| | 2022 Rate of
Return (%) | | | | American Beacon Small Cap Value Fund R6 Class
| | | -7.72 | | | | Artisan Mid Cap Fund Institutional Class
| | | -36.67 | | | | Dodge & Cox International Stock Fund Class X(1)
| | | -2.3 | | | | Dodge & Cox Income Fund Class X(1)
| | | -2.34 | | | | Oakmark Equity and Income Fund Investor Class
| | | -12.92 | | | | PIMCO Low Duration Fund Institutional Class
| | | -5.19 | | | | T. Rowe Price Dividend Growth Fund
| | | -10.23 | | | | T. Rowe Price Growth Stock Fund
| | | -40.14 | | | | T. Rowe Price Mid-Cap Value Fund
| | | -4.24 | | | | T. Rowe Price Retirement 2005 Fund
| | | -13.66 | | | | T. Rowe Price Retirement 2010 Fund
| | | -14.00 | | | | T. Rowe Price Retirement 2015 Fund
| | | -14.17 | | | | T. Rowe Price Retirement 2020 Fund
| | | -14.66 | | | | T. Rowe Price Retirement 2025 Fund
| | | -15.67 | |
| | | | | | | | | | | | 2023 Proxy Statement 104
| | |
| | | | | | | | | | | | | | | | | | | | | | Name of Fund | 2023 Rate of Return (%) | | | 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 | | | | | |
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| | | | | Name of Fund
| | 2022 Rate of
Return (%) | | | | T. Rowe Price Retirement 2030 Fund
| | | -16.98 | | | | T. Rowe Price Retirement 2035 Fund
| | | -18.04 | | | | T. Rowe Price Retirement 2040 Fund
| | | -18.86 | | | | T. Rowe Price Retirement 2045 Fund
| | | -19.11 | | | | T. Rowe Price Retirement 2050 Fund
| | | -19.17 | | | | T. Rowe Price Retirement 2055 Fund
| | | -19.24 | | | | T. Rowe Price Retirement 2060 Fund
| | | -19.28 | | | | T. Rowe Price Retirement 2065 Fund
| | | -19.27 | | | | T. Rowe Price Retirement Balanced Fund
| | | -13.02 | | | | Vanguard FTSE Social Index Fund Admiral
| | | -24.22 | | | | Vanguard Small-Cap Index Fund Admiral Shares
| | | -17.61 | | | | Vanguard Total Bond Market Index Fund Admiral Shares
| | | -13.16 | | | | Vanguard Total International Stock Index Fund Admiral Shares
| | | -16.01 | | | | Vanguard Total Stock Market Index Fund Institutional Shares
| | | -19.51 | | | | Virtus Duff & Phelps Real Estate Securities Fund Class R6
| | | -25.92 | |
(1) | Effective October 31, 2022, the Dodge & Cox Income Fund and the Dodge & Cox International Stock Fund were removed from the plan and the balances in those funds were redirected to the Dodge & Cox Income Fund Class X and the Dodge & Cox International Stock Fund Class X, respectively. The rates of return for the Dodge & Cox Income Fund and the Dodge & Cox International Stock Fund for the year ended December 31, 2022 were -10.87% and -6.78%, respectively.
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Account balances underUnder the deferred compensation plan, account balances are generally paid (1) in a lump sum upon the executive’s termination of employment prior to attainment of retirement age (as defined in the plan to be age 55 with five years of service) or the executive’s death, or (2) in a lump sum upon the executive’sexecutive's actual retirement or annual installments for a period of up to 15 years following such retirement (as previously selected by the executive at the time of deferral). Payments will generally start or be made by the later of (x) January 15 following the year of termination or retirement, or (y) six months after the executive’s termination or retirement. Executives may also atAt the time of deferral, executives may also elect a fixed distribution date, which must be at least five years after the end of the calendar year in which amounts are deferred. The deferred compensation plan also permits an in-service withdrawal of the executive’s account balance attributable to pre-2005 deferrals, subject to a withdrawal penalty equal to 10% of the amount withdrawn.
BXP / 2024 Proxy Statement 109
| | | | | | | | | | / | Compensation of Executive Officers | |
The following table shows deferrals made by our NEOs under the deferred compensation plan during the year ended December 31, 2022,2023, the earnings during the year, and the aggregate account balance of each NEO under the deferred compensation plan as of December 31, 2022. | | | | | | | | | | | | | | | | | Name | | Executive Contributions in 2022(1)(2) | | | Registrant Contributions in 2022 | | Aggregate Earnings in 2022 | | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at 12/31/2022(3) | | | | | | | | Owen D. Thomas | | $ | 184,808 | | | $— | | $ | (389,592 | ) | | $— | | $ | 1,979,143 | | | | | | | | Douglas T. Linde | | $ | — | | | $— | | $ | — | | | $— | | $ | — | | | | | | | | Raymond A. Ritchey | | $ | — | | | $— | | $ | (785,414 | ) | | $— | | $ | 4,697,165 | | | | | | | | Michael E. LaBelle | | $ | — | | | $— | | $ | (337,448 | ) | | $— | | $ | 1,123,024 | | | | | | | | Bryan J. Koop | | $ | 256,688 | | | $— | | $ | (476,201 | ) | | $— | | $ | 2,471,782 | |
| | | | | | | | | | | | | | | | | | | | | | 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) ($) | | | | | | | | | | Owen D. Thomas | 189,615 | | — | | 358,706 | | — | | 2,527,465 | | | | Douglas T. Linde | — | | — | | — | | — | | — | | | | Raymond A. Ritchey | — | | — | | 819,302 | | — | | 5,516,467 | | | | Michael E. LaBelle | — | | — | | 264,030 | | — | | 1,387,054 | | | | Bryan J. Koop | 65,827 | | — | | 399,017 | | — | | 2,936,626 | | |
1.These amounts do not include any contributions from bonus payments that were made in February 2024 in recognition of performance in 2023. 2.All of the amounts reported in the "Executive Contributions in 2023" column are also included in the Summary Compensation Table as salary for 2023. 3.The following table details the amounts in the "Aggregate Balance" column that are also reported in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table. In each case, the amounts disclosed in this table are the amounts originally contributed and do not reflect subsequent gains/losses after the date of contribution. | | | | | | | | | | | | | | | | | | | | | | Name | Salary
for 2023
($) | 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 | | |
110 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Executive Officers | | | | | 2023 Proxy Statement 105/ |
Employment Agreements
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
(1) | These amounts do not include any contributions out of bonus payments that were made in February 2023 in recognition of performance in 2022.
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(2) | Of the amounts reported in the “Executive Contributions in 2022” column, (a) all of Mr. Thomas’ contributions are also included in the Summary Compensation Table as salary for 2022 and (b) all of Mr. Koop’s contributions are also included in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column as bonus for 2021 that was paid in 2022.
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(3) | The following table details the amounts in the “Aggregate Balance” column that are reported in the “Salary”, “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. In each case, the amounts disclosed in this table are the amounts originally contributed and do not reflect subsequent gains/losses after the date of contribution.
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| | | | | | | | | | | | | | | | | | | | | Name | | Salary for 2022 | | | Salary for 2021 | | | Salary for 2020 | | | Non-Equity Incentive
Plan Compensation for
2021 (paid in 2022) | | | Non-Equity Incentive
Plan Compensation for
2020 (paid in 2021) | | | | | | | | Mr. Thomas | | $ | 184,808 | | | $ | 180,000 | | | $ | 186,923 | | | $ | — | | | $ | — | | | | | | | | Mr. Ritchey | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | | | Mr. LaBelle | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | | | Mr. Koop | | $ | — | | | $ | 61,500 | | | $ | 63,866 | | | $ | 256,688 | | | $ | 93,750 | |
EMPLOYMENT AGREEMENTS
We have employment agreements with each of our NEOs.NEOs, other than Mr. Ritchey. Mr. Ritchey's employment agreement expired on December 31, 2023, and we have not entered into a new employment agreement with him. The material terms of these agreements and Mr. Ritchey's expired agreement are summarized below. › SUMMARY OF OWEN
Summary of Owen D. THOMAS’ EMPLOYMENT AGREEMENTThomas’ Employment Agreement We originally hired Mr. Thomas to be our CEO effective April 2, 2013. The initial term of Mr. Thomas’ employment agreement was three years, with automatic one-year renewals commencing on the third and fourth anniversaries of the effective date unless prior written notice of termination was given. The term of Mr. Thomas’ original employment agreement expired on April 2, 2018 on which date we entered into a new employment agreement with him.him (the "Thomas 2018 Agreement"). The Thomas 2018 Agreement expired on June 30, 2023 and we entered into a new employment agreement with him effective July 1, 2023. The following is a summary of Mr. Thomas’ current employment agreement:
Term and Duties •July 1, 2023 through December 31, 2026. There is no automatic renewal provision. | • | | April 2, 2018 through June 30, 2023. There is no automatic renewal provision.
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| • | | 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.
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| • | | Our Board agreed to nominate Mr. Thomas for re-election to the Board of Directors for so long as he remains CEO, and Mr. Thomas has agreed to resign from the Board upon termination of employment.
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| • | | Mr. Thomas may participate as an officer or director of, or advisor to, any organization that is not engaged in commercial real estate activities (e.g., Nareit) and also engage in religious, charitable or other community activities, provided that they do not materially restrict his ability to fulfill his obligations to us as CEO. Mr. Thomas may also continue serving on the Board of Lehman Brothers Holdings Inc. and may engage in “Minority Interest Passive Investments,” which are defined as acquiring, holding and exercising the voting rights associated with an investment made through (1) a non-controlling, minority interest in an entity or (2) the lending of money, in either case with the purpose or intent of obtaining a return on such investment but without management of the property or business to which the investment directly or indirectly relates and without any business or strategic consultation by Mr. Thomas.
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| | | | | | | | | | | | 2023 Proxy Statement 106
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•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 nominate Mr. Thomas for re-election to the Board of Directors for so long as he remains CEO, and Mr. Thomas has agreed to resign from the Board upon termination of employment at the request of the Board. | | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
•Mr. Thomas may not serve on other boards of directors of for-profit companies without the consent of the Company's Board. Mr. Thomas may continue serving on the Board of Lehman Brothers Holdings Inc. and may engage in religious, charitable or other community activities, provided that they do not materially interfere with the performance of his duties to us as CEO. In addition, he may engage in “Minority Interest Passive Investments,” which are defined as acquiring, holding and exercising the voting rights associated with an investment made through (1) a non-controlling, minority interest in an entity or (2) the lending of money, in either case with the purpose or intent of obtaining a return on such investment but without management of the property or business to which the investment directly or indirectly relates and without any business or strategic consultation by Mr. Thomas with such entity. Compensation and Benefits •Annual base salary of $950,000, subject to annual review and may be increased but not decreased in the discretion of the Compensation Committee. Mr. Thomas' 2024 base salary for 2024 remains unchanged at $950,000 (see "Compensation Discussion and Analysis—2023 Executive Compensation—Cash Compensation—Base Salary" beginning on page 75). •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. •Mr. Thomas is eligible to receive LTI equity awards in amounts 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 in the discretion of the Compensation Committee. BXP / 2024 Proxy Statement 111
| | | | | | | | | | / | •Compensation of Executive Officers | | Annual base salary of $875,000, subject to annual review and may be increased but not decreased in the discretion of the Compensation Committee. Mr. Thomas’ 2023 annual base salary is $950,000 (see “Compensation Discussion and Analysis – III. 2022 Executive Compensation – Cash Compensation – Base Salary” beginning on page 73).
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| • | | Target annual bonus equal to 250% of his annual base salary in effect from time to time, with the actual amount to be determined in the discretion of the Compensation Committee.
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| • | | LTI equity awards in amounts 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 in the discretion of the Compensation Committee.
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| • | | Eligible to participate in all of our employee benefit plans and 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.
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| • | | Mr. Thomas is entitled to the use of a Company-owned or leased automobile, a benefit he has declined every year since becoming CEO.
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•Eligible to participate in all of our employee benefit plans and 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. •Mr. Thomas is entitled to the use of a Company-owned or leased automobile, a benefit he has declined every year since becoming our CEO eleven (11) years ago. •The Company paid the reasonable advisor fees (legal and tax) that Mr. Thomas incurred in connection with his current employment agreement in the aggregate amount of $11,926, which amount was subject to a maximum of $25,000. Severance Benefits and Retirement Eligibility •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). •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). •Mr. Thomas is not entitled to participate in any of the Company’s change in control severance plans or programs 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. •The expiration of Mr. Thomas’ agreement on December 31, 2026 (1) will not constitute or result in a termination of employment by the Company without 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, and (2) will constitute a Qualified Retirement. In addition, notwithstanding the expiration of the term on December 31, 2026 and consistent with the Company’s historical practice in respect of retiring executives, in 2027 Mr. Thomas shall receive an annual equity incentive award(s) in respect of services provided during calendar year 2026, and the terms and conditions of such awards, including the grant date target value and, generally, the type(s) of awards, shall be determined in the discretion of the Compensation Committee. Restrictive Covenants •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: › participating as a significant owner or performing services in a senior leadership position of any business that owns, develops and manages primarily commercial office space real estate property at the time of termination of his employment; and › intentionally interfering with the Company’s relationships with certain of its tenants or employees, either for himself or any other business, person or entity. •The non-competition covenant shall not apply if Mr. Thomas’ employment is terminated following a change in control (as defined in the Boston Properties, Inc. 2021 Stock Incentive Plan, as amended from time to time (the "2021 Plan")). •Mr. Thomas is also subject to confidentiality requirements and post-termination litigation and regulatory cooperation obligations. 112 BXP / 2024 Proxy Statement
| | | | | | | | | | 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” below).
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| • | | Mr. Thomas’ employment agreement provides for the acceleration of vesting of all 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).
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| • | | Mr. Thomas is not entitled to participate in any of the Company’s change in control severance plans or programs 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.
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| • | | The expiration of Mr. Thomas’ agreement on June 30, 2023 will not constitute or result in a termination of employment by the Company without cause, and the severance provisions (other than retirement eligibility and related benefits) shall not apply.
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Restrictive Covenants
| • | | 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:
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| › | | 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;
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| › | | intentionally interfering with the Company’s relationships with its tenants, suppliers, contractors, lenders or employees or with any governmental agency; or
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| › | | competing for, soliciting or diverting the Company’s tenants or employees, either for himself or any other business, person or entity.
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| | | | | | | | | | 2023 Proxy Statement 107 |
Summary of Employment Agreements with Messrs. Linde, LaBelle and Koop
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| • | | The non-competition covenant shall not apply if Mr. Thomas’ employment is terminated following a change in control (as defined in the Boston Properties, Inc. 2021 Stock Incentive Plan, as amended from time to time (the “2021 Plan”)).
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| • | | Mr. Thomas is also subject to confidentiality requirements and post-termination litigation and regulatory cooperation obligations.
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› SUMMARY OF EMPLOYMENT AGREEMENTS WITH MESSRS. LINDE, LABELLE AND KOOP
We also have employment agreements with Messrs. Linde, 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’Committee
Messrs. Linde's, LaBelle's and Koop's employment agreements contain non-competition, non-interference and non-solicitation restrictions (which shall not apply if the NEO’s employment is terminated following a change in control (as defined in the Company’sCompany'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. The geographic scope of the noncompetition provision in each employment agreement is limited to our markets at the time of termination of the NEO’sNEO'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 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 ControlControl.".”› SUMMARY OF MR. RITCHEY’S EMPLOYMENT AGREEMENT
Summary of Mr. Ritchey's Employment Agreement Mr. Ritchey has served as our Senior Executive Vice President since January 2016 and has been employed by BXP since 1980. On November 29, 2002, we entered into an employment agreement with Mr. Ritchey, the form of which was similar to the employment agreements with our other NEOs described above (the “Ritchey"Ritchey 2002 Agreement”Agreement"). On February 28, 2023, we entered into a newSecond Amended and Restated employment agreement with Mr. Ritchey (the “"Ritchey 2023 Agreement"). The Ritchey 2023 Agreement”). Agreement expired on December 31, 2023, and we did not enter into a new employment agreement with him. The following is a summary of the Ritchey 2023 Agreement:
Term, Duties and Outside Activities •February 28, 2023 through December 31, 2023. There is no automatic renewal provision. | • | | February 28, 2023 through December 31, 2023. There is no automatic renewal provision.
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| • | | Mr. Ritchey must, on average, devote at least 50% of his business time to BXP’s business and affairs.
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| • | | During and following the term of the Ritchey 2023 Agreement, he may engage or invest in other business activities, including those that might be the same or similar to our business, subject to certain limitations with respect to Corporate Opportunities (as discussed below).
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| | | | | | | | | | | | 2023 Proxy Statement 108
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•Mr. Ritchey must, on average, devote at least 50% of his business time to BXP's business and affairs.
•During and following the term of the Ritchey 2023 Agreement, he may engage or invest in other business activities, including those that might be the same or similar to our business, subject to certain limitations with respect to Corporate Opportunities (as discussed below). | | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
Compensation and Benefits •Annual base salary of $750,000. •Target annual bonus for the year ending December 31, 2023 of $1,650,000, with the actual amount to be determined by the Compensation Committee based on Company and individual performance measured against an agreed-upon set of goals, and taking into account any business generated by the Company pursuant to a Corporate Opportunity, subject to continued employment through December 31, 2023, except in the event of certain qualified terminations. •Not eligible to receive new grants of LTI equity awards. •Eligible to participate in all of our employee benefit plans and 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. •Entitled to an automobile allowance. BXP / 2024 Proxy Statement 113
| | | | | | | | | | / | •Compensation of Executive Officers | | Annual base salary of $750,000.
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| • | | Target annual bonus for the year ending December 31, 2023 of $1,650,000, with the actual amount to be determined at the discretion of the Compensation Committee based on Company and individual performance measured against a pre-established set of goals, and taking into account any business generated by the Company pursuant to a Corporate Opportunity, subject to continued employment through December 31, 2023, except in the event of certain qualified terminations.
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| • | | Not eligible to receive new grants of LTI equity awards.
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| • | | Eligible to participate in all of our employee benefit plans and 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.
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| • | | Entitled to an automobile allowance.
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Severance Benefits and Retirement Eligibility •Mr. Ritchey agreed that he is no longer a "covered employee" under the Company’s Senior Executive Severance Plan and is not entitled to receive any benefits thereunder, including any tax gross-up payments. In the event that any payment or benefit to be paid or provided to Mr. Ritchey 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. Ritchey. •If Mr. Ritchey’s employment is terminated by the Company without "Cause" or by Mr. Ritchey for "Good Reason" and he enters into a general release of claims and such release becomes effective, he will be entitled to the following payments or benefits: › salary continuation for the period from the date of termination through December 31, 2023, › payment of the 2023 target annual bonus amount, and › continued participation in the Company’s health insurance plan for 12 months. •The expiration of the Ritchey 2023 Agreement will not constitute or result in a termination of employment by the Company without Cause. •If Mr. Ritchey’s employment is terminated due to death or disability he will be entitled to the following payments or benefits: (i) payment of the 2023 target bonus amount prorated for the number of days he was employed by the Company in 2023 and (ii) continued participation in the Company’s health insurance plan for 18 months. •In connection with any termination, the Ritchey 2023 Agreement provides that outstanding and unvested equity awards held by Mr. Ritchey will be governed by the terms of the award agreements evidencing such awards, provided that, for purposes of performance-based LTI equity awards, any termination other than a termination by the Company for Cause shall be considered a “Qualified Retirement” as defined below. Restrictive Covenants •Subject to certain qualified terminations under the Ritchey 2023 Agreement that may shorten the duration to the longer of the period until December 31, 2023 or three months from the date of termination, during the term of his employment and for a period of one year following the term, Mr. Ritchey may not: › pursue an actual or potential investment or business opportunity in which the Company could have an interest or expectancy that are within the Company’s geographic market areas and that involve property types that are within the scope of the Company’s business activities (a "Corporate Opportunity"), other than minority interest passive investments, unless he first presents the Corporate Opportunity to the Company in accordance with the procedures set forth in the Ritchey 2023 Agreement and the Company elects not to pursue such Corporate Opportunity; › intentionally interfere with the Company’s relationships with its tenants, suppliers, contractors, lenders or employees or with any governmental agency; or › compete for, solicit or divert the Company’s tenants or employees, either for himself or any other business, person or entity. •Mr. Ritchey is also subject to confidentiality requirements and post-termination litigation and regulatory cooperation obligations. 114 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Executive Officers | •/ | | Mr. Ritchey is not entitled to participate in any of the Company’s change in control severance plans or programs 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. Ritchey 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. Ritchey.
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| • | | If Mr. Ritchey’s employment is terminated by the Company without “Cause” or by Mr. Ritchey for “Good Reason” and he enters into a general release of claims and such release becomes effective, he will be entitled to the following payments or benefits:
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| › | | salary continuation for the period from the date of termination through December 31, 2023,
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| › | | payment of the 2023 target annual bonus amount, and
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| › | | continued participation in the Company’s health insurance plan for 12 months.
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| • | | The expiration of the Ritchey 2023 Agreement will not constitute or result in a termination of employment by the Company without Cause.
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| • | | If Mr. Ritchey’s employment is terminated due to death or disability he will be entitled to the following payments or benefits: (i) payment of the 2023 target bonus amount prorated for the number of days he was employed by the Company in 2023 and (ii) continued participation in the Company’s health insurance plan for 18 months.
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| • | | In connection with any termination, the Ritchey 2023 Agreement provides that outstanding and unvested equity awards held by Mr. Ritchey will be governed by the terms of the award agreements evidencing such awards, provided that, for purposes of performance-based LTI equity awards, any termination other than a termination by the Company for Cause shall be considered a “Qualified Retirement” as defined below.
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Restrictive Covenants
| • | | Subject to certain qualified terminations under the Ritchey 2023 Agreement that may shorten the duration to the longer of the period until December 31, 2023 or three months from the date of termination, during the term of his employment and for a period of one year following the term, Mr. Ritchey may not:
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| › | | pursue an actual or potential investment or business opportunity in which the Company could have an interest or expectancy that are within the Company’s geographic market areas and that involve property types that are within the scope of the Company’s business activities (a “Corporate Opportunity”), other than minority interest passive investments, unless he first presents the Corporate Opportunity to the Company in accordance with the procedures set forth in the Ritchey 2023 Agreement and the Company elects not to pursue such Corporate Opportunity;
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| | | | | | | | | | 2023 Proxy Statement 109 |
Potential Payments Upon Termination or Change in Control
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| › | | intentionally interfere with the Company’s relationships with its tenants, suppliers, contractors, lenders or employees or with any governmental agency; or
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| › | | compete for, solicit or divert the Company’s tenants or employees, either for himself or any other business, person or entity.
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| • | | Mr. Ritchey is also subject to confidentiality requirements and post-termination litigation and regulatory cooperation obligations.
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Each NEO has the right to receive severance and other benefits in the event of a termination of his employment under different circumstances pursuant to their employment agreements (discussed under “—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 termination scenarios. The availability, nature and amount of severance and other benefits differ depending on whether the type of triggering event, is: | which include: •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 for “good reason” within 24 months following a change in control, •a change in control without termination, •termination due to death or disability, or •a qualified retirement. •
| | 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,
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| • | | a termination by the Company without “cause” or by the NEO with “good reason” within 24 months following a change in control,
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| • | | a change in control without termination,
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| • | | termination due to death or disability, or
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Upon a voluntary termination by the NEO(i.e., termination by the NEO), other than for “good reason” or a qualified retirement, or a termination by the Company with “cause,” the NEO 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. › SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS
Summary of Potential Payments and Benefits The following chart summarizes payments and benefits that (1) our CEOMr. Thomas is eligible to receive under his employment agreement, (2) Mr. Ritchey was eligible to receive as of December 31, 20222023 under the Ritchey 20022023 Agreement and our Senior Executive Severance Plan,(which expired as of December 31, 2023), (3) Messrs. Linde, LaBelle and Koop are eligible to receive under their respective employment agreements and our Senior Executive Severance Plan and (4) each NEO is entitled to receive under his performance-based LTI equity award agreements. Prior to entering intoAs of the effective date of the Ritchey 2023 Agreement, on February 28, 2023, Mr. Ritchey was a covered employee under our Senior Executive Severance Plan.is no longer entitled to participate in any 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 and the severance and benefits to which he is entitled following a termination within twenty-four (24) months after a change in control are provided in his employment agreement. | | | | | | | | | | | | 2023 Proxy Statement 110
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| | | | | | | | | | | | | | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| | | | | Scenario | | Component | | | | Termination by the Company without “Cause” or by the NEO for “Good Reason” without a Change in Control(1) | 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 | | | | | | | | | | | | Bonus | | • AllMr. Ritchey: Target bonus •Other NEOs: Target bonus prorated for the number of days employed in the year of termination | •Mr. Thomas: Target bonus prorated for the number of days employed in the year of termination •Mr. Ritchey: Target bonus •Other NEOs: Not applicable | •No additional benefits | •Lump-sum payment equal to the NEO's target bonus prorated for number of days employed in the year of termination |
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BXP / 2024 Proxy Statement 115
| | | | | | | | | | / | Compensation of Executive Officers | |
| | | | | | | | | | | | | | | | Component | Termination by the Company without “Cause” or by the NEO for “Good Reason” without a Change in Control(1) | 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 | | •Mr. Thomas: 2x the sum of his base salary plus the amount of cash bonus, if any, received or payable with respect to the preceding year (but not less than his target bonus) | | •Mr. Ritchey: Salary continuation for the period from the date of termination through December 31, 2023 •Other NEOs: 1x the sum of base salary plus the amount of cash bonus, if any, received or payable with respect to the preceding year | •Mr. Ritchey: Salary continuation for the period from the date of termination through December 31, 2023 •Other NEOs: Lump-sum payment equal to 3x the sum of (a) NEO's base salary plus (b) the amount of NEO's average annual cash bonus with respect to the three calendar years preceding the change in control (or, in the case of Mr. Thomas, his target bonus, if greater)
| •No additional benefits | •No additional benefits | | | | | | | | | | | | Time-Based LTI Equity Awards | | • Mr. Thomas: Additional 24 months of vesting | | Messrs. Thomas and Ritchey: Not applicable •Other NEOs: Additional 12 months of vesting | •Full vesting for all NEOs •Mr. Ritchey: No additional benefits | •No additional benefits | •Full vesting for all NEOs | | | | | | | | | | | Performance-Based LTI Equity Awards(2) | | • All NEOs: 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. | | (in the case of Mr. Ritchey, any earned LTIP units will not be prorated). •Any earned LTIP Unitsunits 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. | | | Health Benefits | | • Participation by the NEO, his spouse and dependents, subject to payment of premiums at active employees’ rateNo additional benefits | • Mr. Thomas: Up to 24 months• Other NEOs: Up to 12 months
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| | | | | | | | | | 2023 Proxy Statement 111 |
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| | | | | Scenario | | Component | | | | Termination by the Company without “Cause” or by the NEO for “Good Reason” within 24 Months after a Change in Control
| | Bonus | | • Mr. Thomas: Target bonus prorated for the number of days employed in the year of termination
| | • Other NEOs: Not applicable
| | Cash Severance | | • All NEOs: Lump-sum payment 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 control (or, in the case of Mr. Thomas, his target bonus, if greater)
| | Time-Based LTI Equity Awards | | • Full vesting for all NEOs
| | Health Benefits | | • All NEOs: Participation by the NEO, his spouse and dependents for up to 36 months, subject to payment of premiums at active employees’ rate
| | Tax Gross-Up Payment | | • Mr. Thomas is not entitled to receive any tax gross-up payments. If any payment or benefit 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 avoid the imposition of the excise tax if the reduction would result in a greater after-tax benefit to Mr. Thomas.
| | | | • Other NEOs are entitled to receive a tax gross-up payment in the event they become subject to the golden parachute excise tax (as discussed above under “Compensation Discussion and Analysis — V. Other Compensation Policies — Gross-Up for Excess Parachute Payments” on page 93).
| | Other Benefits | | • All NEOs: Financial counseling, tax preparation assistance and outplacement counseling for up to 36 months
| | | | Change in Control Without Termination
| | Performance-Based LTI Equity Awards(2) | | • All NEOs 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 based on service time and will be fully vested. |
| | | | | | | | | | | | 2023 Proxy Statement 112
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| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| | | | | Scenario | | Component | | | | Termination due to Death or Disability
| | Bonus | | • Lump-sum payment equal to the NEO’s target bonus prorated for number of days employed in the year of termination | | Time-Based LTI Equity Awards | | • Full vesting for all NEOs
| | Performance-Based LTI Equity Awards(2) | | • All NEOs: 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 based on service time and will be fully vested. | | | | | | | | | | | | Health Benefits | | • AllParticipation by the NEO, his spouse and dependents, subject to payment of premiums •Mr. Thomas: Up to 24 months •Other NEOs: Up to 12 months | •Participation by the NEO, his spouse and dependents, subject to payment of premiums •Mr. Ritchey: Up to 12 months •Other NEOs: Up to 36 months | •No additional benefits | •Participation by the NEO, his spouse and dependents for up to 18 months, subject to payment of premiums at active employees’ rate | | | | | |
116 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Executive Officers | / |
| (1) | | | | | | | | | | | | | | | Component | 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 against us.
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(2) | The above tables summarize the treatment of performance-based LTI equity awards (
e.g., MYLTIP awards) assuming each of the foregoing scenarios occurs prior to the end of the applicable three-year performance period. 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 terminationTermination by the Company without “cause”“Cause” or by the NEO for “good reason”“Good Reason” without a changeChange in control,Control(1)
| Termination by the Company without “Cause” or by the NEO willfor “Good Reason” within 24 Months after a Change in Control | Change in Control Without Termination | Termination due to Death or Disability | | | | | | | | | | | | Tax Gross-Up Payment | •Not applicable | •Messrs. Thomas and Ritchey are not entitled to receive any tax gross-up payments. If any payment or benefit would be permittedsubject to transfer the LTIP units until they otherwise would have the right to transfer the LTIP unitsgolden parachute excise tax under the termsSection 280G of the awards.Internal Revenue Code, the payment and benefit 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. •Other NEOs are entitled to receive a tax gross-up payment in the event they become subject to the golden parachute excise tax (as discussed above under “Compensation Discussion and Analysis—Other Compensation Policies—Gross-Up for Excess Parachute Payments” on page 96). | •Not applicable | •Not applicable | | | | | | | | | | | | Other Benefits | •No additional benefits | •All NEOs other than Mr. Ritchey: Financial counseling, tax preparation assistance and outplacement counseling for up to 36 months | •No additional benefits | •No additional benefits | | | | | |
›1. DOUBLE-TRIGGER ACCELERATION OF VESTING OF EQUITY AWARDS UPON A CHANGE OF CONTROLReceipt of these payments and benefits (other than the prorated target bonus) is subject to the NEO’s execution of a general release of claims against us. 2.The above chart summarizes the treatment of performance-based LTI equity awards (e.g., MYLTIP awards) assuming each of the foregoing scenarios occurs prior to the end of the applicable three-year performance period. 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 the right to transfer the LTIP units under the terms of the awards. Double-Trigger Acceleration of Vesting of Equity Awards Upon a Change of Control Time-based LTI equity award agreements include “double-trigger”"double-trigger” vesting provisions,, meaning that, if there is a “change in control” (as defined in the 2021 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.” BXP ›/ RETIREMENT ELIGIBILITY PROVISIONS FOR 2024 Proxy Statement 117
| | | | | | | | | | / | Compensation of Executive Officers | |
Retirement Eligibility Provisions for LTI EQUITY AWARDSEquity Awards Mr. Thomas. Thomas. Pursuant to Mr. Thomas’ employment agreement, all LTI equity award agreements 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). The full number of LTIP units Mr. Thomas earns (if any) under any performance-based LTI equity awards for which the performance period has not ended 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 full performance period for the applicable award, including, without limitation, with respect to performance hurdles and lapse of restrictions on transfer, without any proration of the award due to service time, and with all service-based vesting requirements deemed satisfied, so long as he agrees to be bound by the post-employment non-competition, non-interference and non-solicitation covenants (which are otherwise applicable until the later of (1) one (1) year following termination and (2) the latest date of full vesting of any performance-based LTI equity award). | | | | | | | | | | 2023 Proxy Statement 113 |
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
NEOs other than Mr. Thomas. Thomas. The agreements governing time-based LTI equity awards and performance-based LTI equity awards granted to NEOs other than Mr. Thomas provide that the time-based LTI equity awards and performance-based LTI equity awards that are earned will fully vest when the employee retires after the date on which the sum of the employee’s years of service plus age (which must be at least 58) equals or exceeds 70 (the so-called “Rule of 70”) (“Qualified Retirement”); provided that the NEO satisfies the other conditions of a “Qualified Retirement,” which require the employee to: | • | | give prior written notice to the Company of his retirement (for NEOs, six (6) months’ notice is required),
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| • | | enter into a separation agreement with the Company and
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| • | | remain employed by the Company until the retirement date specified in such notice, unless employment is terminated by the Company without “cause” or by the employee for “good reason.”
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•give prior written notice to the Company of his retirement (for NEOs, six (6) months’ notice is required), •enter into a separation agreement with the Company and •remain employed by the Company until the retirement date specified in such notice, unless employment is terminated by the Company without “cause” or by the employee for “good reason.” 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 the right to transfer the LTIP units under the terms of the awards.
Time-based LTI equity awards granted prior to 2019 provide that when an employee attains age 65, or attains age 62 and completes 20 years of service with us, the employee becomes fully vested in all time-based LTI equity awards (the “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 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.
NEOs Eligible for Qualified Retirement as of December 31, 20222023 Based on their respective ages and tenure as of December 31, 2022:2023:•Each of Messrs. Linde, 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 2019 and thereafter. •Mr. Ritchey satisfied the Pre-2019 Policy and thus retains his status under such policy with respect to his time-based LTI equity awards. Therefore, all of Mr. Ritchey's time-based equity awards were fully vested as of December 31, 2023. Mr. Ritchey is also eligible for a Qualified Retirement with respect to all performance-based LTI equity awards granted in 2019 and thereafter. 118 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Executive Officers | •/ | | Each of Messrs. Linde, LaBelle and Koop is eligible for a Qualified Retirement (i.e., they satisfied the Rule of 70) with respect to all time-based and performance based LTI equity awards granted in 2019 and thereafter.
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| • | | Mr. Ritchey satisfied the Pre-2019 Policy and thus retains his status under such policy with respect to his time-based LTI equity awards. Therefore, all of Mr. Ritchey’s time-based equity awards were fully vested as of December 31, 2022. Mr. Ritchey is also eligible for a Qualified Retirement with respect to all performance-based LTI equity awards granted in 2019 and thereafter.
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| | | | | | | | | | | | 2023 Proxy Statement 114
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Estimated Payments Upon Termination or Change in Control
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
› ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following tables show the potential payments and benefits to which our NEOs would have been entitled assuming each scenario occurred on December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Scenario | | Payments and Benefits Upon Termination | | Owen D.
Thomas | | | Douglas T.
Linde | | | Raymond A.
Ritchey(1) | | | Michael E.
LaBelle | | | Bryan J.
Koop | | Involuntary Not for Cause or Good Reason Termination | | Bonus | | $ | 2,350,000 | | | $ | 1,900,000 | | | $ | 1,500,000 | | | $ | 1,250,000 | | | $ | 1,250,000 | | | | Severance | | $ | 8,312,500 | | | $ | 3,387,500 | | | $ | 3,018,750 | | | $ | 2,143,750 | | | $ | 2,136,250 | | | | Unvested Equity Awards(2)(3) | | $ | 5,133,715 | | | $ | 2,169,183 | | | $ | 400,479 | | | $ | 777,102 | | | $ | 564,901 | | | | 2020 MYLTIP Awards(2)(4) | | $ | 1,181,158 | | | $ | 670,990 | | | $ | 503,095 | | | $ | 230,757 | | | $ | 162,525 | | | | 2021 MYLTIP Awards(2)(4) | | $ | 3,275,349 | | | $ | 1,860,543 | | | $ | 1,450,961 | | | $ | 720,194 | | | $ | 588,251 | | | | 2022 MYLTIP Awards(2)(4) | | $ | 671,423 | | | $ | 390,461 | | | $ | 284,846 | | | $ | 284,056 | | | $ | 96,236 | | | | Benefits Continuation | | $ | 48,132 | | | $ | 24,066 | | | $ | 21,878 | | | $ | 24,066 | | | $ | 21,878 | | | | Total | | $ | 20,972,277 | | | $ | 10,402,743 | | | $ | 7,180,009 | | | $ | 5,429,925 | | | $ | 4,820,041 | | Involuntary Not for Cause or Good Reason Termination Following Change in Control(5) | | Bonus | | $ | 2,350,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | Severance | | $ | 9,825,000 | | | $ | 7,982,500 | | | $ | 7,442,600 | | | $ | 5,426,250 | | | $ | 4,981,250 | | | | Unvested Equity Awards(2)(3) | | $ | 7,155,843 | | | $ | 4,901,307 | | | $ | 400,479 | | | $ | 1,742,010 | | | $ | 1,309,971 | | | | 2020 MYLTIP Awards(2)(4) | | $ | 1,219,008 | | | $ | 692,492 | | | $ | 519,217 | | | $ | 238,152 | | | $ | 167,734 | | | | 2021 MYLTIP Awards(2)(4) | | $ | 5,191,949 | | | $ | 2,949,256 | | | $ | 2,300,003 | | | $ | 1,141,623 | | | $ | 932,471 | | | | 2022 MYLTIP Awards(2)(4) | | $ | 2,288,747 | | | $ | 1,331,002 | | | $ | 970,984 | | | $ | 949,549 | | | $ | 328,050 | | | | Benefits Continuation | | $ | 72,198 | | | $ | 74,628 | | | $ | 68,065 | | | $ | 74,628 | | | $ | 68,065 | | | | Other Benefits(6) | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,000 | | | | Excise Tax Gross-Up(7) | | $ | 0 | | | $ | 5,857,667 | | | $ | 4,675,120 | | | $ | 3,458,311 | | | $ | 3,045,130 | | | | Total | | $ | 28,252,745 | | | $ | 23,938,852 | | | $ | 16,526,468 | | | $ | 13,180,523 | | | $ | 10,982,671 | | Change in Control Without Termination | | 2020 MYLTIP Awards(2)(4) | | $ | 1,219,008 | | | $ | 692,492 | | | $ | 519,217 | | | $ | 238,152 | | | $ | 167,734 | | | | 2021 MYLTIP Awards(2)(4) | | $ | 5,191,949 | | | $ | 2,949,256 | | | $ | 2,300,003 | | | $ | 1,141,623 | | | $ | 932,471 | | | | 2022 MYLTIP Awards(2)(4) | | $ | 2,288,747 | | | $ | 1,331,002 | | | $ | 970,984 | | | $ | 949,549 | | | $ | 328,050 | | | | Total | | $ | 8,699,704 | | | $ | 4,972,750 | | | $ | 3,790,204 | | | $ | 2,329,324 | | | $ | 1,428,255 | | Death or Disability | | Bonus | | $ | 2,350,000 | | | $ | 1,900,000 | | | $ | 1,500,000 | | | $ | 1,250,000 | | | $ | 1,250,000 | | | | Unvested Equity Awards(2)(3) | | $ | 7,155,843 | | | $ | 4,901,307 | | | $ | 400,479 | | | $ | 1,742,010 | | | $ | 1,309,971 | | | | 2020 MYLTIP Awards(2)(4) | | $ | 1,219,008 | | | $ | 692,492 | | | $ | 519,217 | | | $ | 238,152 | | | $ | 167,734 | | | | 2021 MYLTIP Awards(2)(4) | | $ | 5,191,949 | | | $ | 2,949,256 | | | $ | 2,300,003 | | | $ | 1,141,623 | | | $ | 932,471 | | | | 2022 MYLTIP Awards(2)(4) | | $ | 2,288,747 | | | $ | 1,331,002 | | | $ | 970,984 | | | $ | 949,549 | | | $ | 328,050 | | | | Benefits Continuation | | $ | 36,099 | | | $ | 36,099 | | | $ | 32,818 | | | $ | 36,099 | | | $ | 32,818 | | | | Total | | $ | 18,241,646 | | | $ | 11,810,156 | | | $ | 5,723,501 | | | $ | 5,357,433 | | | $ | 4,021,044 | |
| | | | | | | | | | 2023 Proxy Statement 115 |
2023. | | | | | | | | | | | | | | | | | | | | | | | | | Scenario | 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 | | | Unvested Equity Awards(1)(2) | — | | 2,433,145 | | 275,066 | | 870,950 | | 645,845 | | | 2021 MYLTIP Awards(1)(3) | 4,147,334 | | 2,355,912 | | 1,892,625 | | 911,889 | | 744,865 | | | 2022 MYLTIP Awards(1)(3) | 1,212,658 | | 705,159 | | 807,025 | | 232,145 | | 173,818 | | | 2023 MYLTIP Awards(1)(3) | 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 | | | Involuntary Not for Cause or Good Reason Termination Following Change in Control(4) | Bonus | 2,350,000 | | — | | 1,650,000 | | — | | — | | | | Severance | 10,205,500 | | 8,347,000 | | — | | 5,925,000 | | 5,410,000 | | | Unvested Equity Awards(1)(2) | — | | 6,039,111 | | 275,066 | | 2,173,867 | | 1,606,191 | | | 2021 MYLTIP Awards(1)(3) | 4,272,300 | | 2,426,900 | | 1,892,625 | | 939,366 | | 767,309 | | | 2022 MYLTIP Awards(1)(3) | 1,902,379 | | 1,106,230 | | 807,025 | | 364,182 | | 272,681 | | | 2023 MYLTIP Awards(1)(3) | 1,799,580 | | 1,050,515 | | 759,450 | | 387,409 | | 275,557 | | | | Benefits Continuation | 75,252 | | 77,682 | | 22,804 | | 67,338 | | 70,841 | | | Other Benefits(5) | 150,000 | | 150,000 | | — | | 150,000 | | 150,000 | | | Excise Tax Gross-Up(6) | — | | 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 | 2021 MYLTIP Awards(1)(3) | 4,272,300 | | 2,426,900 | | 1,892,625 | | 939,366 | | 767,309 | | | 2022 MYLTIP Awards(1)(3) | 1,902,379 | | 1,106,230 | | 807,025 | | 364,182 | | 272,681 | | | 2023 MYLTIP Awards(1)(3) | 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 | | | Unvested Equity Awards(1)(2) | — | | 6,039,111 | | 275,066 | | 2,173,867 | | 1,606,191 | | | 2021 MYLTIP Awards(1)(3) | 4,272,300 | | 2,426,900 | | 1,892,625 | | 939,366 | | 767,309 | | | 2022 MYLTIP Awards(1)(3) | 1,902,379 | | 1,106,230 | | 807,025 | | 364,182 | | 272,681 | | | 2023 MYLTIP Awards(1)(3) | 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 | | — | | — | | — | | — | | | Unvested Equity Awards(1)(2) | — | | 6,039,111 | | 275,066 | | 2,173,867 | | 1,606,191 | | | 2021 MYLTIP Awards(1)(3) | 4,272,300 | | 2,426,900 | | 1,892,625 | | 939,366 | | 767,309 | | | 2022 MYLTIP Awards(1)(3) | 1,902,379 | | 1,106,230 | | 807,025 | | 364,182 | | 272,681 | | | 2023 MYLTIP Awards(1)(3) | 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 | | |
1.Restricted common stock, LTIP units and LTIP units that would have been earned pursuant to 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards are valued based on the closing price of BXP common stock on the NYSE on December 29, 2023, which was $70.17 per share. BXP / 2024 Proxy Statement 119
| | | | | | | | | 8›/ | | COMPENSATION OF EXECUTIVE OFFICERS |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Scenario | | Payments and Benefits Upon Termination | | Owen D.
Thomas | | | Douglas T.
Linde | | | Raymond A.
Ritchey(1) | | | Michael E.
LaBelle | | | Bryan J.
Koop | | Qualified Retirement | | Unvested Equity Awards(2)(3) | | $ | — | | | $ | 4,901,307 | | | $ | 400,479 | | | $ | 1,742,010 | | | $ | 1,309,971 | | | | 2020 MYLTIP Awards(2)(4) | | $ | — | | | $ | 692,492 | | | $ | 519,217 | | | $ | 238,152 | | | $ | 167,734 | | | | 2021 MYLTIP Awards(2)(4) | | $ | — | | | $ | 2,949,256 | | | $ | 2,300,003 | | | $ | 1,141,623 | | | $ | 932,471 | | | | 2022 MYLTIP Awards(2)(4) | | $ | — | | | $ | 1,331,002 | | | $ | 970,984 | | | $ | 949,549 | | | $ | 328,050 | | | | Total | | $ | — | | | $ | 9,874,057 | | | $ | 4,190,683 | | | $ | 4,071,334 | | | $ | 2,738,226 | |
(1) | The above table discloses potential payments and benefits Mr. Ritchey would have been entitled to receive under the Ritchey 2002 Agreement that was in effect on December 31, 2022. If the Ritchey 2023 Agreement was in effect on December 31, 2022, he would have been entitled to the following potential payments and benefits:
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Payments and Benefits upon Termination(a) | | Involuntary Not for
Cause or Good
Reason
Termination | | Involuntary Not for
Cause or Good
Reason
Termination
Following Change
in Control(5) | | Change in Control
Without
Termination | | Death or Disability | | Qualified
Retirement | | | | | | | Severance | | | $ | 1,650,000 | | | | $ | 1,650,000 | | | | $ | — | | | | $ | 1,650,000 | | | | $ | — | | | | | | | | Unvested Equity Awards | | | $ | 400,479 | | | | $ | 400,479 | | | | $ | — | | | | $ | 400,479 | | | | $ | 400,479 | | | | | | | | 2020 MYLTIP Awards | | | $ | 519,217 | | | | $ | 519,217 | | | | $ | 519,217 | | | | $ | 519,217 | | | | $ | 519,217 | | | | | | | | 2021 MYLTIP Awards | | | $ | 2,300,003 | | | | $ | 2,300,003 | | | | $ | 2,300,003 | | | | $ | 2,300,003 | | | | $ | 2,300,003 | | | | | | | | 2022 MYLTIP Awards | | | $ | 970,984 | | | | $ | 970,984 | | | | $ | 970,984 | | | | $ | 970,984 | | | | $ | 970,984 | | | | | | | | Benefits Continuation | | | $ | 21,878 | | | | $ | 21,878 | | | | $ | — | | | | $ | 32,818 | | | | $ | — | | | | | | | | Total | | | $ | 5,862,561 | | | | $ | 5,862,561 | | | | $ | 3,790,204 | | | | $ | 5,862,561 | | | | $ | 4,190,683 | |
| (a) | Under the Ritchey 2023 Agreement, Mr. Ritchey 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. Ritchey would be subject to the golden parachute excise tax, the payments and benefits will be reduced to the extent necessary to avoid the impositionCompensation of such tax if doing so would result in a greater after-tax benefit to Mr. Ritchey. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might apply
|
(2) | Restricted common stock, LTIP units and LTIP units that would have been earned pursuant to 2020 MYLTIP awards, 2021 MYLTIP awards and 2022 MYLTIP awards are valued based on the closing price of BXP common stock on the NYSE on December 30, 2022, which was $67.58 per share.
|
(3) | 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., 2019 MYLTIP awards)) that would have vested upon the occurrence of each triggering event:
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| •Executive Officers | | Involuntary not for cause termination or a good reason termination prior to a change in control: Mr. Thomas — 75,965 LTIP units; Mr. Linde — 32,098 LTIP units; Mr. Ritchey — 5,926 LTIP units; Mr. LaBelle — an aggregate of 11,499 LTIP units and shares of restricted common stock; and Mr. Koop — 8,359 LTIP units.
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| • | | Involuntary not for cause termination or a good reason termination within 24 months following a change in control and death or disability: Mr. Thomas — 105,887 LTIP units; Mr. Linde — 72,526 LTIP units; Mr. Ritchey — 5,926 LTIP units; Mr. LaBelle — an aggregate of 25,777 LTIP units and shares of restricted common stock; and Mr. Koop — 19,384 LTIP units.
|
| • | | Qualified Retirement: Mr. Linde — 72,526 LTIP units; Mr. Ritchey — 5,926 LTIP units; Mr. LaBelle — an aggregate of 25,777 LTIP units and shares of restricted common stock; and Mr. Koop — 19,384 LTIP units.
|
(4) | As of December 31, 2022, the three-year performance periods for the 2020 MYLTIP awards, 2021 MYLTIP awards and 2022 MYLTIP awards had not ended. 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 each three-year performance period under the 2020 MYLTIP awards, 2021 MYLTIP awards and 2022 MYLTIP awards was the same as our performance from the first day of the respective performance period through December 31, 2022 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. The value for each of the 2021 MYLTIP awards and the 2022
|
| | | | | | | | | | | | 2023 Proxy Statement 116
| | |
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:
•Involuntary not for cause termination or a good reason termination prior to a change in control: Mr. Linde — 34,675 LTIP units; Mr. Ritchey — 3,920 LTIP units; Mr. LaBelle — an aggregate of 11,481 LTIP units and shares of restricted common stock; and Mr. Koop — 9,204 LTIP units. | | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
| MYLTIP awards also includes a “catch-up” cash payment on the number of LTIP units that are ultimately earned in an amount equal to the regular and special distributions declared from the first day of the applicable performance period through December 31, 2022 on an equal number of shares BXP common stock, less the distributions actually paid to holders of 2021 MYLTIP awards and 2022 MYLTIP awards on all of the awarded 2021 MYLTIP awards and 2022 MYLTIP Awards.
|
(5) | Assumes termination occurs simultaneously with a change in control.
|
(6) | 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.
|
(7) | 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 doing so 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.
|
•Involuntary not for cause termination or a good reason termination within 24 months following a change in control, death or disability and qualified retirement: Mr. Linde — 86,064 LTIP units; Mr. Ritchey — 3,920 LTIP units; Mr. LaBelle — an aggregate of 27,254 LTIP units and shares of restricted common stock; and Mr. Koop — 22,890 LTIP units. 3.As of December 31, 2023, the three-year performance periods for the 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards had not ended. The values set forth above relating to the 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 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards, respectively, was the same as our performance from the first day of the respective performance period through December 31, 2023 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. The value for each of the 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards also includes a “catch-up” cash payment on the number of LTIP units that are ultimately earned in an amount equal to the regular and special distributions declared from the first day of the applicable performance period through December 31, 2023 on an equal number of shares BXP common stock, less the distributions actually paid to holders of 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards on all of the awarded 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards. 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 their employment agreements, neither Mr, Thomas nor Mr. Ritchey is 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 Messrs. Thomas or Ritchey 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 doing so would result in a greater after-tax benefit to him. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might apply. The above discussion and the amounts shown in the above tables do not include payments and benefits to the extent they have been earned prior to the termination of employment or are provided on a non-discriminatory basis to salaried employees upon termination of employment. These include: •accrued salary and vacation pay; •distribution of plan balances under our 401(k) plan and the non-qualified deferred compensation plan (see “—Nonqualified Deferred Compensation in 2023” for the plan balances of each NEO under the non-qualified deferred compensation plan); and •life insurance proceeds in the event of death. 120 BXP / 2024 Proxy Statement
| | | | | | | | | | Compensation of Executive Officers | •/ | | accrued salary and vacation pay;
|
| • | | distribution of plan balances under our 401(k) plan and the non-qualified deferred compensation plan (see “ — Nonqualified Deferred Compensation in 2022” for the plan balances of each NEO under the non-qualified deferred compensation plan); and
|
| • | | life insurance proceeds in the event of death.
|
PAY RATIO DISCLOSURE
Pay Ratio Disclosure As required by SEC regulations, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Thomas, our CEO: For 2022,2023, our last completed fiscal year: | • | | the median of the annual total compensation of all employees of the Company (other than our CEO) was $127,081; and
|
| • | | the annual total compensation of our CEO, as reported in the Summary Compensation Table on page 99, was $13,050,788.
|
•the median of the annual total compensation paid to all employees of the Company (other than our CEO) was $134,611; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table on page 102, was $12,963,964. Based on this information, for 2022,2023, the ratio of the annual total compensation of Mr. Thomas to the median of the annual total compensation of all other employees was 102.7 96.3 to 1.1. We identified the median employee by totaling (1) cash compensation (i.e.,i.e., wages, overtime and bonus) as reflected on our payroll records for 20222023 and (2) the value of LTI equity awards that were granted in 20222023 and subject to time-based vesting, for all individuals, excluding our CEO, who we employed on December 31, 20222023 (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 20222023 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. | | | | | | | | | | 2023 Proxy Statement 117 |
| | | 8› | | COMPENSATION OF EXECUTIVE OFFICERS |
We calculated annual total compensation for 20222023 for the median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table. As of December 31, 2022,2023, we employed 769820 full-time and 1116 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 9.59.2 years. The average tenure of our officers and non-officers was 17.618.5 years and 8.37.6 years, respectively. Our employees are organized into the following functions: | | | | | Function
| | Number of
Employees | | | | Accounting
| | | 84 | | | | Accounting Operations
| | | 18 | | | | Administrative
| | | 17 | | | | Construction
| | | 44 | | | | Development
| | | 30 | | | | Executive Management
| | | 11 | | | | Finance & Capital Markets
| | | 29 | | | | Human Resources
| | | 15 | |
| | | | | Function
| | Number of
Employees | | | | Information Systems
| | | 38 | | | | Internal Audit
| | | 4 | | | | Leasing
| | | 30 | | | | Legal & Risk Management
| | | 39 | | | | Marketing
| | | 30 | | | | Property Management
| | | 388 | | | | Sustainability
| | | 3 | |
| | | | | | | | | | | | | | | | Function | 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 | | | |
SEC regulations permit registrants to use reasonable estimates and 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. | | | | | | | | | | | | 2023 Proxy Statement 118
| | |
BXP / 2024 Proxy Statement 121
| | | | | | | | | | / | Compensation of Executive Officers | | COMPENSATION OF EXECUTIVE OFFICERS
PAY VERSUS PERFORMANCEPay Versus Performance
As required by Item 402(v) of Regulation S-K, the information below reflects the relationship between the executive compensation actually paid by us (“CAP”) to our CEO, as principal executive officer, and the other named executive officers (“OtherNon-CEO NEOs”) and our financial performance for the years ended December 31, 2023, 2022, 2021 and 2020. The disclosures included in this section are required by technical SEC rules and do not necessarily align with how the C
ompany Company or the Compensation Committee views the link between our performance and the compensation of our NEOs. The Compensation Committee did not consider the required pay versus performance disclosures when making its compensation decisions for any of the years presented. For information regarding the decisions made by our Compensation Committee with respect to the compensation of our NEOs for each fiscal year, including alignment with Company performance, please see the “Compensation Discussion and Analysis ›
PAY VERSUS PERFORMANCE TAB
LE
The following table sets forth information about the compensation of our CEO and OtherNon-CEO NEOs and the financial
financial performance of BXP. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | Summary Compensation Table Total for CEO(1)(2) ($) | Compensation Actually Paid to CEO(1) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-CEO NEOs (1)(3) ($) | Value of Initial Fixed $100 Investment Based On:(4) | Net Income (in millions)(6) ($) | FFO Per Share(7) ($) | | BXP Total Stockholder Return
($) | Peer Group Total Stockholder Return(5) ($) | | | | | | | | | | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: (3) | | | | | | | | | | Summary Compensation Table Total for CEO (1) (2) | | | Compensation Actually Paid to CEO (3) | | | Average Summary Compensation Table Total for Other NEOs (1)(2) | | | Average Compensation Actually Paid to Other NEOs (3) | | | BXP Total
Stockholder
Return | | | Peer Group Total Stockholder Return (4) | | | | | | | | | | | | | | | | | | | 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 | |
1.For all periods presented, our CEO is Owen D. Thomas and our Non-CEO NEOs are Douglas T. Linde, Raymond A. Ritchey, Michael E. LaBelle and Bryan J. Koop. 2.Except for 2020, the amounts in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 102 our CEO and Non-CEO NEOs. See the footnotes to the SCTs for further detail regarding the amounts in this column. The amounts for 2020 are set forth in the SCT contained in our 2023 proxy statement. 3.In accordance with SEC rules, Compensation Actually Paid ("CAP") is computed by replacing the amounts in the “Stock Awards” column of the SCT from the “Summary Compensation Table Total” column in this table with the following amounts: (i) the fair value of as of the last day of the applicable year of unvested LTI equity awards that were granted during such year, (ii) as of the applicable vesting date, the fair value of LTI equity awards granted in the applicable year that vested during such year, (iii) as of the last day of the applicable year, the change in fair value of unvested LTI equity awards granted in prior years that remain unvested as of the last day of the applicable year compared to the last day of the previous year, (iv) as of the applicable vesting date, the change in fair value of LTI equity awards that vested during the applicable year compared to the last day of the previous year and (v) the value of dividends paid in cash on unvested LTI equity awards during the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Non-CEO NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average Cap for our Non-CEO NEOs was computed as follows: 122 BXP / 2024 Proxy Statement
| (1) | | | | | | | | | Compensation of Executive Officers | For all periods presented, our CEO is Owen D. Thomas and our Other NEOs are Douglas T. Linde, Raymond A. Ritchey, Michael E. LaBelle and Bryan J. Koop./ |
(2) | The amounts in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 99 of this proxy statement for our CEO and Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column. |
(3) | In accordance with SEC rules, CAP is computed by replacing the amounts in the “Stock Awards” column of the SCT from the “Summary Compensation Table Total” column in this table with the amounts in the “Equity Award Adjustments” column in the table below, which includes the following amounts: (i) the fair value of as of the last day of the applicable year of unvested LTI equity awards that were granted during such year, (ii) as of the applicable vesting date, the fair value of LTI equity awards granted in the applicable year that vested during such year, (iii) as of the last day of the applicable year, the change in fair value of unvested LTI equity awards granted in prior years that remain unvested as of the last day of the applicable year compared to the last day of the previous year, (iv) as of the applicable vesting date, the change in fair value of LTI equity awards that vested during the applicable year compared to the last day of the previous year and (v) the value of dividends paid in cash on unvested LTI equity awards during the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average Cap for our Other NEOs was computed as follows: |
| | | | | | | | | | | | | | | | 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) | | Plus Fair Value of Equity Awards Granted in the Applicable Year(a)(b) | $ | 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) | |
| | | | | | | | | | 2023 Proxy Statement 119 |
| | | | | | | | | | | | | | | | 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) | | Plus Fair Value of Equity Awards Granted in the Applicable Year(a)(b) | $ | 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 | |
a.The fair values of time-based LTI equity awards are based on the closing price of BXP common stock as reported on the NYSE on the relevant valuation date. Performance-based LTI equity awards were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718. b.Includes the fair value of (x) LTI equity awards granted during the applicable year that remain unvested as of the end of the applicable year and (y) LTI equity awards granted during the applicable year that vested during the applicable year. 4.The calculations of TSR assume an investment of $100 in each of BXP and the FTSE Nareit Office REIT Index (the “Office REIT Index”) on December 31, 2019, and the reinvestment of dividends. The historical TSR information is not necessarily indicative of future performance. The data shown is based on the stock prices or index values, as applicable, at the end of each year shown. 5.The Office REIT Index includes all office REITs included in the FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”). The Equity REIT Index includes all tax-qualified equity REITs listed on the NYSE, the American Stock Exchange and the Nasdaq Stock Market. Equity REITs are defined as those with 75% or more of their gross invested book value of assets invested directly or indirectly in the equity ownership of real estate. 6.Represents net income attributable to Boston Properties, Inc. common shareholders. The decrease for the year ended December 31, 2023 compared to 2022 was due primarily to a non-cash impairment charge related to our investment in unconsolidated joint ventures during 2023 and gains on sales of real estate in 2022 that not recur in 2023. 7.Represents diluted FFO per share. For 2021 and 2023, FFO is adjusted for certain transactions in accordance with the terms of the applicable AIP. Prior to adjustments, diluted FFO per share for 2023 was $7.28. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. BXP / 2024 Proxy Statement 123
Table of Contents | | | | | | | | | | / | Compensation of Executive Officers | | COMPENSATION OF EXECUTIVE OFFICERS
| | | | | | | | | | | | | | | | | | | | | | Grant Date Value of Equity
Awards Reported in the
Summary Compensation
Table Total | | | Equity Award Adjustments (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | $ | 13,050,788 | | | $ | (9,157,428 | ) | | $ | (1,246,591 | ) | | $ | 2,646,769 | | | | | | | | | 2021 | | $ | 12,894,537 | | | $ | (8,745,377 | ) | | $ | 15,598,524 | | | $ | 19,747,684 | | | | | | | | | 2020 | | $ | 10,737,289 | | | $ | (8,644,379 | ) | | $ | (2,313,634 | ) | | $ | (220,724 | ) | | | | | | | | | | | | | | | | | | | | | | 2022 | | $ | 5,794,249 | | | $ | (3,319,148 | ) | | $ | 55,605 | | | $ | 2,530,706 | | | | | | | | | 2021 | | $ | 6,017,281 | | | $ | (3,329,155 | ) | | $ | 5,609,751 | | | $ | 8,297,877 | | | | | | | | | 2020 | | $ | 4,677,157 | | | $ | (3,137,755 | ) | | $ | (412,537 | ) | | $ | 1,126,865 | |
| (a) | The amounts in this column are further detailed below. |
| | | | | | | | | | | | | | | | | | | | | | | Fair Value of Equity Awards Granted in the Applicable Year (i)(ii) | | | Change in Value of Prior Years’ Awards Unvested at Applicable Year End (i) | | | Change in Value of Prior Years’ Awards that Vested in the Applicable Year (ii) | | | Dividends Paid on
Unvested Equity
Awards During the
Applicable Year | | | Total Equity Award
Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | $ | 5,183,625 | | | $ | (7,437,052 | ) | | $ | 642,971 | | | $ | 363,865 | | | $ | (1,246,591 | ) | | | | | | | | | 2021 | | $ | 13,972,914 | | | $ | 1,493,773 | | | $ | (206,106 | ) | | $ | 337,943 | | | $ | 15,598,524 | | | | | | | | | | 2020 | | $ | 4,950,613 | | | $ | (7,796,208 | ) | | $ | 251,319 | | | $ | 280,642 | | | $ | (2,313,634 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | $ | 2,148,528 | | | $ | (2,412,962 | ) | | $ | 203,632 | | | $ | 116,407 | | | $ | 55,605 | | | | | | | | | | 2021 | | $ | 5,185,663 | | | $ | 427,396 | | | $ | (95,399 | ) | | $ | 92,091 | | | $ | 5,609,751 | | | | | | | | | | 2020 | | $ | 2,020,765 | | | $ | (2,568,567 | ) | | $ | 58,798 | | | $ | 76,467 | | | $ | (412,537 | ) |
| (i) | The fair values of time-based LTI equity awards are based on the closing price of BXP common stock as reported on the NYSE on the relevant valuation date. Performance-based LTI equity awards were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718. |
| (ii) | Includes the fair value of (x) LTI equity awards granted during the applicable year that remain unvested as of the end of the applicable year and (y) LTI equity awards granted during the applicable year that vested during the applicable year. |
(3) | The calculations of TSR assume an investment of $100 in each of BXP and the FTSE Nareit Office REIT Index (the “Office REIT Index”) on December 31, 2019, and the reinvestment of dividends. The historical TSR information is not necessarily indicative of future performance. The data shown is based on the stock prices or index values, as applicable, at the end of each year shown. |
(4) | The Office REIT Index includes all office REITs included in the FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”). The Equity REIT Index includes alltax-qualified
equity REITs listed on the New York Stock Exchange, the American Stock Exchange and the Nasdaq Stock Market. Equity REITs are defined as those with 75% or more of their gross invested book value of assets invested directly or indirectly in the equity ownership of real estate. |
(5) | Represents net income attributable to Boston Properties, Inc. common shareholders. |
(6) | Represents diluted Funds From Operations (“FFO”) per share. For 2021, FFO is adjusted for certain transactions in accordance with the terms of the 2021 Annual Incentive Plan. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. |
| | | | | | | | | | | | 2023 Proxy Statement 120 | | |
| | | | | COMPENSATION OF EXECUTIVE OFFICERS
|
›
RELATIONSHIP BETWEEN ACTUAL COMPENSATION AND FINANCIAL PERFORMANCEThe following charts depict the relationships between the “Compensation Actually Paid” to our CEO and the “Average Compensation Actually Paid”Paid" to our OtherNon-CEO NEOs disclosed in the Pay Versus Performance table above to: •our TSR (including a depiction of the relationship between our TSR and the TSR of the Office REIT Index); •net income attributable to BXP common shareholders; and •our diluted FFO per share.
| | | | | | | | | | Compensation of Executive Officers | / |
1.For 2021 and 2023, FFO is adjusted for certain transactions in accordance with the terms of the applicable AIP. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. BXP / 2024 Proxy Statement 125 | | | | | | | | | | 2023 Proxy Statement 121 |
Table of Contents | | | | | | | | | | / | Compensation of Executive Officers | | COMPENSATION OF EXECUTIVE OFFICERS
| | | | | | | | | | | | 2023 Proxy Statement 122 | | |
| | | | | COMPENSATION OF EXECUTIVE OFFICERS
|
(1) | For 2021, FFO is adjusted for certain transactions in accordance with the terms of the 2021 Annual Incentive Plan. For disclosures required by Regulation G, refer to Appendix A to this proxy statement. |
›
TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURESBelow is a list of the performance measures, not ranked in order of importance, which in our Compensation Committee’s assessment, represent the most important performance measures used to link compensation actually paid to our NEO’s for 20222023 to BXP’s performance. | | | | Performance Measures | | | | Diluted FFO Per Share | | Leasing | LeasingTSR | | Relative TSR | TSR | | Relative TSR | | | Same Property NOI | | Development Activities | | ESG |
| | | | | | | | | | 2023 Proxy Statement 123 |
| | | 9› | | PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONDevelopment Activities |
Equity Compensation Plan Information The following table summarizes Boston Properties, Inc.’s equity compensation plans as of December 31, 2023. | | | | | | | | | | | | | | | | | | | | | | 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) | | | | | | | | | Equity compensation plans approved by security holders(1) | 4,568,244 | (2) | N/A | (2) | 4,275,908 | (3) | Equity compensation plans not approved by security holders(4) | N/A | | N/A | | 39,941 | | | Total | 4,568,244 | | N/A | | 4,315,849 | |
1.Includes information related to BXP’s 1997 Stock Option and Incentive Plan, 2012 Stock Option and Incentive Plan and 2021 Plan. 2.PROPOSAL 2:Includes (a) 2,065,861 long term incentive units (LTIP units) (1,439,973 of which are vested) that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (b) 1,459,441 common units issued upon conversion of LTIP units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (c) 349,267 2021 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (d) 252,151 2022 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (e) 322,053 2023 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock and (f) 119,471 deferred stock units which were granted pursuant to elections by certain of BXP’s non-employee directors to defer all cash compensation to be paid to such directors and to receive their deferred cash compensation in shares of BXP’s common stock upon their retirement from its Board of Directors. Does not include 114,146 shares of restricted stock, as they have been reflected in BXP’s total shares outstanding. Because there is no exercise price associated with LTIP units, common units, 2021 MYLTIP Awards, 2022 MYLTIP Awards, 2023 MYLTIP Awards or deferred stock units, such shares are not included in the weighed-average exercise price calculation. 3.Represents awards available for issuance under the 2021 Plan. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION4.Includes information related to the ESPP (as defined in Proposal 3). The ESPP was adopted by the Board of Directors of BXP on October 29, 1998. The ESPP has not been approved by BXP’s stockholders. The ESPP is available to all our employees that are employed on the first 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.126 BXP / 2024 Proxy Statement
Proposal 2 / Advisory Vote on Named Executive Officer Compensation Proposal Section 14A(a)(1) of the Exchange Act generally requires each public company to include in its proxy statement a separate resolution subject to a non-binding stockholder vote to approve the compensation of the Company’s NEOs, as disclosed in its proxy statement pursuant to Item 402 of Regulation S-K, not less frequently than once every three years. This is commonly known as a “Say-on-Pay”“Say-on-Pay” proposal or resolution. At our 2011 and 20172023 annual meetingsmeeting of stockholders, our stockholders voted on 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 both years2023 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 caused the Company to hold a non-binding, advisory vote on the compensation of the Company’s NEOs every year since 2011. The next required advisory vote on the frequency of holding the non-binding, advisory vote on the compensation of our NEOs will occur at the 20232029 annual meeting of stockholders. See “Proposal 3: Frequency of Named Executive Officer Compensation.”Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the 20232024 annual meeting: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” The vote is advisory and therefore not binding on 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 will consider the results of the vote when considering future compensation decisions for our NEOs. VOTE REQUIRED
Vote Required The affirmative vote of a majority of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal is required for the approval of this proposal. 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, if any, are not counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome. | | | | | | | | | | | | |  | | | | | | Recommendation of the Board | | | The Board of Directors unanimously recommends a vote "FOR"“FOR” the approval of the compensation
paid to the Company’sCompany's NEOs as disclosed in this proxy statement. Properly authorized proxies
solicited by the Board of Directors will be voted for this proposal unless instructions to the contrary
are given. |
| | | | | | | | | | | | 2023 Proxy Statement 124
| | |
| | | 10› | | PROPOSAL 3: FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
PROPOSAL 3:
FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
PROPOSAL
Section 14A(a)(2) of the Exchange Act requires us to submit a non-binding, advisory proposal to stockholders not less frequently than every six years asking them to vote on whether advisory “Say-on-Pay” votes on named executive officer compensation, such as Proposal 2 of this proxy statement, should be held every one, two or three years.
Our Board has determined that, of the three alternatives, an advisory vote on NEO compensation that occurs every year is the most appropriate alternative for BXP, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. Annual advisory votes will provide us with direct input on the compensation philosophy, policies and practices as disclosed in the proxy statement every year, and holding annual votes is consistent with our general policy of seeking input from, and engaging in discussions with, our investors on executive compensation and corporate governance matters. Holding annual advisory votes is also consistent with the frequency that was approved at each of our 2011 and 2017 annual meetings of stockholders, and it is the policy that we have followed since 2011. Accordingly, the administrative process of submitting a non-binding, advisory say-on-pay proposal to stockholders on an annual basis is not expected to impose substantial additional costs.
On this proposal, stockholders may vote for one of the following alternatives:
| • | | every year (box “1 Year” on the proxy card),
|
| • | | every two years (box “2 Years” on the proxy card),
|
| • | | every three years (box “3 Years” on the proxy card), or
|
By selecting one of these alternatives, stockholders are voting to approve the alternative voted for (or abstain from this vote), and they are not voting to approve or disapprove of our recommendation. The vote on this proposal is advisory, and therefore not binding on BXP or our Board of Directors. Our Board of Directors currently intends for BXP to hold a “Say-on-Pay” vote every year. However, our Board values the opinions of our stockholders and intends to consider the results of this vote when determining how frequently to submit advisory votes on NEO compensation to our stockholders in the future. We understand that our stockholders may have different views as to what is the best approach for BXP, and we look forward to reviewing the voting results on this proposal.
| | | | | Recommendation of the Board
| | The Board of Directors unanimously recommends a vote for a frequency of EVERY YEAR(BOX “1 YEAR”
ON THE PROXY CARD) for future advisory stockholder votes on executive compensation. Properly
authorized proxies solicited by the Board of Directors will be voted for the alternative of "FOR"EVERY YEAR
| | | | | |
BXP / 2024 Proxy Statement 127
Proposal 3 / Approval of the Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan Proposal We are asking our stockholders to approve the fourth amendment (the “Fourth Amendment”) to the Boston 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. We originally reserved 250,000 shares of our common stock for issuance under the ESPP. As of March 27, 2024, 31,622.94 shares remained available for purchases under the ESPP. The sole purpose of the Fourth Amendment is to increase 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”). The purpose of the ESPP is to provide our employees the opportunity to purchase our common stock through accumulated payroll deductions or lump-sum cash contributions. The ESPP is an important component of the benefits package that we offer to our employees. We believe that it assists in retaining existing employees, recruiting and retaining new employees and aligning and increasing the interests of all employees in the success of BXP. If our stockholders approve this proposal at the 2024 annual meeting, the Fourth Amendment authorizing the issuance of the additional 250,000 shares (which represents approximately 0.16% of the total 157,049,172 shares of our common stock that were issued and outstanding as of the record date 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 continue to offer our employees this valuable benefit. We believe that the proposed increase in 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. Based solely on the closing price of our common stock reported on the NYSE on March 27, 2024, the maximum aggregate market value of the 31,622.94 shares of common stock that remain authorized for issuance under the ESPP is approximately $1,996,989. | | | | | | | | | | | | | | | | | | Recommendation of the Board | | | The Board of Directors unanimously recommends a vote "FOR" the approval of the Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. Properly authorized proxies solicited by the Board of Directors will be voted "FOR" this proposal unless instructions to the contrary are given. | | | | | |
128 BXP / 2024 Proxy Statement
Summary of the Material Provisions of the ESPP The following is a summary of certain essential features of the ESPP. This summary is qualified in its entirety by the full text of the ESPP, which is attached hereto as Appendix B, together with a copy of the Fourth Amendment. Shares Available for Issuance The maximum number of shares of our common stock that will be available for issuance under the ESPP will be 500,000, which includes the 250,000 shares of common stock reserved for issuance under the ESPP as in effect on May 22, 2024. The shares available for issuance under the ESPP may be authorized but unissued shares or shares we acquire on the open market. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares we can issue under the ESPP will be appropriately adjusted. Plan Administration Except for the exercise of those powers expressly granted to our Compensation Committee, BXP is responsible for the administration of the ESPP and has the power to interpret the ESPP and to take such other actions in connection with the administration of the ESPP as BXP deems necessary or equitable under the circumstances. Eligibility Any officer or employee of any of BXP, the Operating Partnership, BP Management, L.P., or Boston Properties Management, Inc., and any other organization owned in whole 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 a participating employer as an employee prior to the last day of an applicable election period is eligible to participate in the ESPP; provided, however, employees who are covered by a collective bargaining agreement are not eligible to participate in the ESPP unless participation is provided for in such collective bargaining agreement or previously approved pursuant to a plan amendment. As of March 27, 2024, there were approximately 12 executive officers and 820 non-executive officer employees who would be eligible to participate in the ESPP. Non-employee directors are not eligible to participate in the ESPP. Election Periods; Purchase Periods Eligible employees may elect to participate in the ESPP during the 10-day period immediately preceding a related 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. Payroll Deductions; Cash Contributions; Participation Eligible employees may elect to contribute to the ESPP via (a) payroll deductions equal to a whole percentage or dollar amount of base salary with a minimum payroll deduction per pay period of $10 or (b) cash contributions. The maximum contributions that a participant can make for purchases under the ESPP for any calendar year is the lesser 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 three alternatives regardingrelated purchase period (such 10-day period, a “valuation period”). The ESPP does not provide for or permit BXP or any participating employer to match contributions of an eligible employee or otherwise contribute any funds to the frequencyESPP. BXP does not maintain a separate account or trust fund to hold funds received under the ESPP, and all 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. Purchase of Stock; Purchase Price As of the last day of each purchase period, each participant’s accumulated payroll deductions and/or cash contribution are used to purchase whole and fractional shares of our common stock. The purchase price per share will equal 85% of the average closing prices as reported on the NYSE for a share of our common stock during the related valuation period. Purchases will be made in whole shares and in any fraction of a whole share (computed to the number of decimal places set by the Plan Administrator) which can be purchased with the remaining balance of the participant’s contributions. BXP / 2024 Proxy Statement 129
Holding Period In general, if an employee is no longer a participant on a purchase date, we will refund (without interest) the amount of the employee’s accumulated payroll deductions. If a participant sells, exchanges, assigns, encumbers, alienates, transfers, pledges or otherwise disposes of shares of our common stock issued under the ESPP within one year of the related purchase date, the participant must pay to BXP an amount equal to the 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 (ii) the purchase price for such purchase period, and (b) the number of such shares sold, exchanged, assigned, encumbered, alienated, transferred, pledged or otherwise disposed of by the participant. Terms of Participation; Withdrawal A participant may reduce or stop payroll deductions at any time during a purchase period. A participant may only increase his or her payroll deductions or cash contributions with respect to subsequent purchase periods by enrolling within the related election period. A participant may also withdraw all or any part of his or her contributions (without interest) at any time prior to the related valuation period without affecting such participant’s eligibility to participate in future advisory votes on NEO compensationpurchase periods. If a participant withdraws all of his or her contributions during a purchase period, that participant may not again participate in the same purchase period but may enroll in subsequent purchase periods. A participant’s withdrawal will be effective as soon as practicable following receipt of the participant’s notice of withdrawal. Term; Amendments and Termination The ESPP will continue until terminated by our Board of Directors. Our Board of Directors may, in its discretion, at any time, terminate or amend the ESPP. Upon termination of the ESPP, we will refund all amounts contributed by participating employees. New Plan Benefits Since participation in the ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of individuals under the ESPP in the future are not determinable. Summary of Federal Income Tax Consequences The following is only a summary of the United States federal income tax laws and regulations applicable to an employee and us with respect to an employee’s participation in the ESPP. This summary does not purport to be approved,a complete description of all federal income tax implications of participation in the ESPP, nor does it must receivediscuss the income tax laws of any municipality, state or foreign country in which an employee may reside or otherwise be subject to tax. The ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. For federal income tax purposes, a participant generally will not 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 BXP will be entitled to a corresponding deduction, in an amount equal to the difference between the fair market value of the shares of common stock on the purchase date (i.e., the first business day following the purchase period) and the purchase price paid for the shares. Upon the subsequent sale of the 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 them). A capital gain or loss will be long-term if the participant’s holding period is more than twelve (12) months, or short-term if the participant’s holding period is twelve (12) months or less. Vote Required The affirmative vote of a majority of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal. Because there are three alternatives, itproposal is possible that nonerequired for the approval of the three alternatives will be approved. However, stockholders will still be able to communicate their preference with respect to this advisory vote by choosing from among these three alternatives even if none of the alternatives is approved.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 if any, are not counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome. | | | | | | | | | | 2023 Proxy Statement 125 |
130 BXP / 2024 Proxy Statement
| | | 11› | | PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Proposal 4 / Ratification of Appointment of Independent Registered Public Accounting FirmPROPOSAL 4:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements. The Audit Committee has selected and appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2023.2024. 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 believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm is in the best interests of BXP and its stockholders. Although ratification by stockholders is not required by law or 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 doing so would be in the best interests of BXP 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. We expect that a representative of PricewaterhouseCoopers LLP will attend the 20232024 annual meeting of stockholders, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. | | | | | | | | | | | | | | | | | | | Recommendation of the Board | | | The Board of Directors unanimously recommends a vote "FOR"“FOR” the ratification of the appointment
of PricewaterhouseCoopers LLP as the Company’sCompany's independent registered public accounting firm for
the year ending December 31, 2023.2024. Properly authorized proxies solicited by the Board of Directors
will be voted for"FOR" this proposal unless instructions to the contrary are given. |
| | | | | | | | | | | | 2023 Proxy Statement 126
| | |
BXP / 2024 Proxy Statement 131
| | | | | | | | | 11›/ | Proposal 4 | | PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fees to Independent Registered Public Accounting Firm The Audit Committee is responsible for the audit fee negotiations associated with the retention of PricewaterhouseCoopers LLP (“PwC”("PwC"). Aggregate fees for professional services rendered by PwC for the years ended December 31, 20212022 and 20222023 were as follows: | | | | | | | | | | | | 2022 | | | 2021 | | Audit Fees | | | | | | | | | Recurring audit, quarterly reviews and accounting assistance for new accounting standards and potential transactions | | $ | 2,688,026 | | | $ | 2,519,781 | | Comfort letters, consents and assistance with documents filed with the SEC and securities offerings | | | 180,000 | | | | 200,000 | | Subtotal | | | 2,868,026 | | | | 2,719,781 | | Audit-Related Fees | | | | | | | | | Audits required by lenders, joint ventures, tenants and other attestation reports | | | 511,772 | | | | 386,648 | | Tax Fees | | | | | | | | | Recurring tax compliance and REIT and other compliance matters | | | 360,524 | | | | 474,511 | | Tax planning and research | | | 28,570 | | | | 53,445 | | State and local tax examinations | | | 425 | | | | 4,360 | | Subtotal | | | 389,519 | | | | 532,316 | | All Other Fees | | | | | | | | | Software licensing fee | | | 4,206 | | | | 4,206 | | Total | | $ | 3,773,523 | | | $ | 3,642,951 | |
AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
| | | | | | | | | | | | | 2023
($) | 2022
($) | | | | | | | 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 | |
Audit and Non-Audit Services Pre-Approval Policy SEC rules require the Audit Committee to 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 these 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, audit-related, tax 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. The Audit Committee approved all audit and non-audit services provided to us by PwC during the 20212022 and 20222023 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. VOTE REQUIRED
Vote Required The affirmative vote of a majority of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal is required for the ratification of the appointment of PwC. 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, if any, are not counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome. 132 BXP / 2024 Proxy Statement
| | | | | | | | | | Proposal 4 | | | | | 2023 Proxy Statement 127/ |
Audit Committee Report
| | | 11› | | PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
AUDIT COMMITTEE REPORT
The members of the Audit Committee of the Board of Directors of Boston Properties, Inc. submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 20222023 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, 2022.
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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.
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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.
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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, 2023. 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. Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 for filing with the SEC. The Audit Committee operates pursuant to a charter that was approved by our Board of Directors. A copy of the Audit Committee Charter is available in the Investors section of our website at https://investors.bxp.com/under the heading “Governance.”
Submitted by the Audit Committee: David A. Twardock,
Bruce W. Duncan Mary E. Kipp
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Carol B. Einiger BXP / 2024 Proxy Statement 133
OTHER MATTERS
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Other Matters Certain Relationships and Related Person Transactions The Board of Directors has adopted a Related Person Transaction Approval and Disclosure Policy for the review and approval of any related person transaction. This written policy provides that all related person transactions must be reviewed and approved by a majority of the independent directors of our 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 enters into a transaction without recognizing that such transaction constitutes a related person transaction, the approval requirement will be satisfied if such transaction is promptly 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 extent permitted under applicable law, management shall use all reasonable efforts to amend, cancel or rescind the transaction. In addition, any related person transaction previously approved by a majority of the independent directors of our Board or otherwise already existing that is ongoing in nature shall be reviewed by a majority of the independent directors of our Board annually to ensure that such related person transaction has been conducted in accordance with the previous approval granted by such independent directors, if any, and remains appropriate. 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 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 1:1 / Election of Directors – Directors—Director IndependenceIndependence”” beginning on page 21.We lease
23. 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, a member of our Board,Lead Independent Director, is the Chief Executive Officer. The start-up companylease expired on December 31, 2023. Retromer made aggregate payments to the CompanyBXP of approximately $584,755 and $44,000$264,000 during the yearsyear ended 2022 and 2021, respectively. Of the amount paid by the start-up company in 2022, approximately $264,000 represented aggregate monthly rental payments while the remainder represented payments for assistance with tenant fit-out work that the start-up company requested. The Company does not expect the fit-out services or payments to recur. The total amount due under the lease in 2023 is approximately $220,000.2023. 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. Since January 1, 2022,2023, the Company has paid this real estate firm approximately $1,930,681.$560,000. The Company terminated its contract with this real estate firm and expects to pay decreased leasing commissions in 2023. Mr. Ritchey is the Senior Executive Vice President of BXP. The Company believes the terms of the related agreements areagreement were comparable to 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.Office, 290 Binney Street and 300 Binney Street. Based on a Schedule 13G/A filed with the SEC on February 14, 2023, 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 affiliate of BlackRock, Inc. in August 2018. Based on a Schedule 13G/A filed with the SEC on January 26, 2023,23, 2024, BlackRock is the beneficial owner of more than 5% of our common stock. Since January 1, 2022,2023, the BlackRock affiliate paid the Company approximately $1,652,497$1,390,024 in lease payments. 134 BXP / 2024 Proxy Statement
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Stockholder Nominations for Director and Proposals for the 2025 Annual Meeting of Stockholders
Stockholder Proposals Submitted for Inclusion in our Proxy Statement STOCKHOLDER NOMINATIONS FOR DIRECTOR AND PROPOSALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
› STOCKHOLDER PROPOSALS SUBMITTED FOR INCLUSION IN OUR PROXY STATEMENT
Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in BXP’sBXP's proxy statement and form of proxy for its 20242025 annual meeting of stockholders must be received by BXP on or before December 15, 202313, 2024 in order to be considered for inclusion. The proposals must also comply with the requirements as to form and substantive requirements established by the SEC if they are to be included in the proxy statement and form of proxy. Additionally, stockholders who intend to solicit proxies in support of director 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. › PROXY ACCESS DIRECTOR NOMINATIONS FOR INCLUSION IN OUR PROXY STATEMENT
Proxy Access Director Nominations for Inclusion in our Proxy Statement In order for an eligible stockholder or group of stockholders to nominate a director candidate for election at Boston Properties’ 20242025 annual meeting pursuant to the proxy access provision of our By-laws, notice of the nomination and other required information must be received by BXP on or before December 15, 2023,13, 2024, unless our 20242025 annual meeting of stockholders is scheduled to take place before April 23, 202422, 2025 or after July 22, 2024.21, 2025. Our By-laws state that such notice and other required information must be received by BXP 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 180th180th day prior to the scheduled date of such annual meeting or (2) the 15th15th 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 NOMINATIONS
Other Proposals or Nominations Stockholder proposals and nominations of directors to be presented at BXP’s 2024BXP's 2025 annual meeting, other than stockholder nominations submitted pursuant to Exchange Act Rule 14a-19, stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in BXP’sBXP's proxy statement and form of proxy for our 20242025 annual meeting or stockholder proposals 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 24, 2024,22, 2025, nor later than March 9, 2024,8, 2025, unless our 20242025 annual meeting of stockholders is scheduled to take place before April 23, 202422, 2025 or after July 22, 2024.21, 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 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 BXP at its principal executive office not later than the close of business on the later of (1) the 75th75th day prior to the scheduled date of such annual meeting or (2) the | | | | | | | | | | | | 2023 Proxy Statement 130
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15th 15th day following the day on which public announcement of the date of such annual meeting is first made by BXP. 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.
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BXP / 2024 Proxy Statement 135
| | | 13› | | INFORMATION ABOUT THE ANNUAL MEETING |
INFORMATION ABOUT THE ANNUAL MEETING
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Information About the Annual Meeting Notice of Internet Availability of Proxy Materials As permitted by SEC rules, to save money and help conserve natural resources, we are making this proxy statement and our 20222023 Annual Report, including a copy of our annual report on Form 10-K and financial statements for the year ended December 31, 2022,2023, available to our stockholders electronically via the Internet instead of mailing them. On or about April 13, 2023,12, 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 13, 2023,12, 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. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting the materials included in the Notice. Our 20222023 annual report is not part of the proxy solicitation material. PURPOSE OF THE ANNUAL MEETING
At
Presentation of Other Matters at the 2023 annual 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 NEO compensation, an advisory vote on the frequency of holding an advisory vote on NEO compensation and the ratification of the appointment of our independent registered public accounting firm.PRESENTATION OF OTHER MATTERS AT THE ANNUAL MEETING
Annual Meeting We are not currently aware of any other matters to be presented at the 20232024 annual meeting other than those described in this proxy statement. If any other matters are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holders. STOCKHOLDERS ENTITLED TO VOTE
Stockholders Entitled to Vote If you were a stockholder of record as of the close of business on March 29, 2023,27, 2024, you are entitled to receive notice of the 20232024 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 and deferred stock units are not entitled to vote those securities on any of the matters presented at the 20232024 annual meeting. ATTENDING THE ANNUAL MEETING
Attending the Annual Meeting All stockholdersholders of record of shares of BXP common stock at the close of business on the record date, or their designated proxies, are authorized to attend the 20232024 annual meeting. Each stockholder and proxy will be asked to present a valid government-issued photo identification, such as a driver’s license or passport, before being admitted. If you are not a stockholder of record but you hold your shares in “street name” (i.e., your shares are held in an account maintained by a broker, bank or other nominee), then you should provide proof of beneficial ownership as of the record date, such as an account statement reflecting your stock ownership as of the record date, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership. We reserve the right to determine the validity of any purported proof of beneficial ownership. If you do not have proof of ownership, you may not be admitted | | | | | | | | | | | | 2023 Proxy Statement 132
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to the annual meeting. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections and other security precautions. You may obtain directions to the 20232024 annual meeting on our website at https://investors.bxp.com/proxy-materials.bxp.com/proxy. QUORUM FOR THE ANNUAL MEETING
Quorum for the Annual Meeting The presence, in 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 156,829,793157,049,172 shares of common stock outstanding and entitled to vote at the 20232024 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 to 136 BXP / 2024 Proxy Statement
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which, on one or more but not all matters, the broker does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting. HOW TO VOTE
› VOTING IN PERSON AT ANNUAL MEETING
How to Vote Voting in Person at Annual Meeting If you are a stockholder of record and attend the annual meeting you may vote your shares of BXP common stock in person at the meeting. If you hold your shares of BXP common stock in street name and you wish to vote in person at the meeting, you will need to obtain a “legal proxy” from the broker, bank or other nominee that holds your shares to attend, participate in and vote at the annual meeting. › VOTING SHARES REGISTERED DIRECTLY IN THE NAME OF THE STOCKHOLDER
Voting Shares Registered Directly in the Name of the Stockholder If you hold your shares of common stock in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A., you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways: | | | | | | | | | | 
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Vote by Internet.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 22, 2023.21, 2024. 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. | | | | |
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Vote by Telephone.Telephone If you received printed copies of the proxy materials, you also have the option to vote by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 22, 2023.21, 2024. When you call, please have 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. If you vote by telephone, you do not need to return your proxy card. |
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| Vote by Mail.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 promptly 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. | | | | |
›BXP VOTING BY PROXY FOR SHARES REGISTERED IN STREET NAME/ 2024 Proxy Statement 137
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Voting by Proxy for Shares Registered in Street Name If your shares of common stock are held in street name, then you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted. 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”“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 frequency of the vote for the non-binding advisory vote on NEO compensationthe 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. REVOKING PROXY INSTRUCTIONS
Revoking Proxy Instructions You may revoke your proxy at any time before it has been exercised by: | • | | filing a written revocation with the Secretary of Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103;
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| • | | submitting a new proxy by telephone, Internet or proxy card after the time and date of the previously submitted proxy; or
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| • | | attending the annual meeting and voting by ballot at the annual meeting.
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•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 annual meeting and voting by ballot at the annual meeting. If you are a stockholder of record as of the record date attendingand you attend the 2024 annual meeting, you may vote in person whether or not a proxy has been previously given, but your presence (without further action) at the annual meeting will not constitute revocation of a previously given proxy. ACCESSING BXP’S PROXY MATERIALS ELECTRONICALLY
Accessing BXP's Proxy Materials Electronically This proxy statement and our 20222023 annual report are available at https://investors.bxp.com/proxy-materials.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 https://investors.bxp.com/proxy-materialsbxp.com/proxy. | | | | | | | | | | | | 2023 Proxy Statement 134
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Householding | | | 13› | | INFORMATION ABOUT THE ANNUAL MEETING |
HOUSEHOLDING
If you and other residents at your mailing address own shares of common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one annual report, Notice of Internet Availability of Proxy Materials, notice of annual meeting and/or proxy statement. This procedure, known as “householding,” is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. Under applicable law, if you consented or were deemed to have consented, your broker, bank or other nominee may send one copy of our annual report, Notice of Internet Availability of Proxy Materials, notice of annual meeting and/or proxy statement to your address for all residents that own shares of common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our annual report, Notice of Internet Availability of Proxy Materials, notice of annual meeting and/or proxy statement, you may be able to request householding by contacting your broker, bank or other nominee. If you wish to request extra copies free of charge of our 20222023 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.EXPENSES OF SOLICITATION
138 BXP / 2024 Proxy Statement
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Expenses of Solicitation We will bear the cost of solicitation of 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 of our employees. We also may reimburse brokers, banks, nominees and other fiduciaries for postage and reasonable clerical expenses of forwarding the proxy materials to their principals who are beneficial owners of shares of our common stock. In addition, we retained MacKenzie Partners, Inc., a proxy solicitation firm, to act as proxy solicitor on our behalf. We agreed to pay Mackenzie Partners a fee of $7,500 plus reimbursement of its reasonable out-of-pocket expenses. BXP out-of-pocket/ 2024 Proxy Statement expenses. | | | | | | | | | | 2023 Proxy Statement 135 |
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APPENDIX
Disclosures Relating to Non-GAAP Financial Measures Reconciliation of Net Income Attributable to Boston Properties, Inc. Common Shareholders to Funds From Operations (FFO) attributable to Boston Properties, Inc. common shareholder | | | | | | | | | | | | | | | | For the year ended
December 31, | | | | | 2022 | | | 2021 | | | 2020 | | | | | (unaudited and in
thousands, except per
share amounts) | | | | | | Net income attributable to Boston Properties, Inc. common shareholders | | $ | 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 | | | 96,780 | | | | 55,931 | | | | 97,704 | | | | | | Noncontrolling interests in property partnerships | | | 74,857 | | | | 70,806 | | | | 48,260 | | | | | | Net income | | | 1,020,584 | | | | 631,932 | | | | 1,018,691 | | | | | | Add: | | | | | | | | | | | | | | | | | Depreciation and amortization | | | 749,775 | | | | 717,336 | | | | 683,751 | | | | | | Noncontrolling interests in property partnerships’ share of depreciation and amortization | | | (70,208 | ) | | | (67,825 | ) | | | (71,850 | ) | | | | | BXP’s share of depreciation and amortization from unconsolidated joint ventures | | | 89,275 | | | | 71,966 | | | | 80,925 | | | | | | Corporate-related depreciation and amortization | | | (1,679 | ) | | | (1,753 | ) | | | (1,840 | ) | | | | | Impairment loss on investment in unconsolidated joint venture (1) | | | 50,705 | | | | — | | | | 60,524 | | | | | | Less: | | | | | | | | | | | | | | | | | Gain on sale of real estate included within (loss) income from unconsolidated joint ventures(2) | | | — | | | | 10,257 | | | | 5,958 | | | | | | Gains on sales of real estate | | | 437,019 | | | | 123,660 | | | | 618,982 | | | | | | Gain on sales-type lease | | | 10,058 | | | | — | | | | — | | | | | | Unrealized loss on non-real estate investment | | | (150 | ) | | | — | | | | — | | | | | | Noncontrolling interests in property partnerships | | | 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.) | | | 1,316,668 | | | | 1,137,961 | | | | 1,086,501 | | | | | | Less: | | | | | | | | | | | | | | | | | Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations | | | 133,115 | | | | 111,975 | | | | 108,310 | | | | | | Funds from Operations attributable to Boston Properties, Inc. common shareholders | | $ | 1,183,553 | | | $ | 1,025,986 | | | $ | 978,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For 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) | | | — | | | — | | | — | | | Impairment loss on investment in unconsolidated joint venture(1) | 272,603 | | | 50,705 | | | — | | | 60,524 | | | | Less: | | | | | | | | | Gain on sale of real estate included within (loss) income from unconsolidated joint ventures(2) | — | | | — | | | 10,257 | | | 5,958 | | | Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures(3) | 28,412 | | | — | | | — | | | — | | | Gain on investment included within loss from unconsolidated joint ventures(4) | 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 | | |
BXP / 2024 Proxy Statement A-1
| | | | | | | | | | / | Appendix A | | | | 2023 Proxy Statement A-1 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | |
| | | | | | | | | | | | | | | | For the year ended
December 31, | | | | | 2022 | | | 2021 | | | 2020 | | | | | (unaudited and in
thousands, except per
share amounts) | | | | | | Boston Properties, Inc.’s percentage share of Funds from Operations—basic | | | 89.89 | % | | | 90.16 | % | | | 90.03 | % | | | | | Weighted average shares outstanding—basic | | | 156,726 | | | | 156,116 | | | | 155,432 | | | | | | FFO per share basic | | $ | 7.55 | | | $ | 6.57 | | | $ | 6.29 | | | | | | Weighted average shares outstanding—diluted | | | 157,137 | | | | 156,376 | | | | 155,517 | | | | | | FFO per share diluted | | $ | 7.53 | | | $ | 6.56 | | | $ | 6.29 | |
(1) | 1.The impairment loss on investment in unconsolidated joint venture consists of an other-than-temporary decline in the fair value below the carrying value of our investment in the Dock 72 unconsolidated joint venture for the years ended December 31, 2022 and 2020. |
(2) | Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate associated with the sale of our ownership interest in the joint venture that owned Annapolis Junction Buildings Six and Seven for the year ended December 31, 2021 and Annapolis Junction Building Eight and two land parcels for the year ended December 31, 2020.
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| | | | | | | | 2023 Proxy Statement A-2
| | |
Reconciliation of Net Income Attributable to Boston Properties, Inc. Common Shareholders to BXP’s Sharean other-than-temporary decline in the fair value below the carrying value of Same Property Net Operating Income (NOI) (excluding termination income)
| | | | | | | | | | | | For the year ended
December 31, | | | | | 2022 | | | 2021 | | | | | (unaudited and in thousands) | | | | | Net income attributable to Boston Properties, Inc. common shareholders | | $ | 848,947 | | | $ | 496,223 | | | | | Add: | | | | | | | | | | | | Preferred stock redemption charge | | | — | | | | 6,412 | | | | | Preferred dividends | | | — | | | | 2,560 | | | | | Noncontrolling interest—common units of the Operating Partnership | | | 96,780 | | | | 55,931 | | | | | Noncontrolling interests in property partnerships | | | 74,857 | | | | 70,806 | | | | | Interest expense | | | 437,139 | | | | 423,346 | | | | | Losses from early extinguishment of debt | | | — | | | | 45,182 | | | | | Unrealized loss on non-real estate investment | | | 150 | | | | — | | | | | Loss from unconsolidated joint ventures | | | 59,840 | | | | 2,570 | | | | | Depreciation and amortization expense | | | 749,775 | | | | 717,336 | | | | | Transaction costs | | | 2,905 | | | | 5,036 | | | | | Payroll and related costs from management services contracts | | | 15,450 | | | | 12,487 | | | | | General and administrative expense | | | 146,378 | | | | 151,573 | | | | | Less: | | | | | | | | | | | | Gains (losses) from investments in securities | | | (6,453 | ) | | | 5,626 | | | | | Other income—assignment fee | | | 6,624 | | | | — | | | | | Interest and other income (loss) | | | 11,940 | | | | 5,704 | | | | | Gain on sales-type lease | | | 10,058 | | | | — | | | | | Gains on sales of real estate | | | 437,019 | | | | 123,660 | | | | | Direct reimbursements of payroll and related costs from management services contracts | | | 15,450 | | | | 12,487 | | | | | Development and management services revenue | | | 28,056 | | | | 27,697 | | | | | Net Operating (NOI) | | | 1,929,527 | | | | 1,814,288 | | | | | Less: | | | | | | | | | | | | Termination income | | | 7,704 | | | | 11,482 | | | | | NOI from non Same Properties (excluding termination income) | | | 145,944 | | | | 82,605 | | | | | Same Property NOI (excluding termination income) | | | 1,775,879 | | | | 1,720,201 | | | | | Less: | | | | | | | | | | | | Partners’ share of NOI from consolidated joint ventures (excluding termination income and after priority allocations)(1) | | | 190,687 | | | | 186,307 | | | | | BXP’s share of NOI from non Same Properties from unconsolidated joint ventures (excluding termination income) | | | 41,867 | | | | 12,679 | |
| | | | | | | | | | 2023 Proxy Statement A-3 |
| | | | | | | | | | | | For the year ended
December 31, | | | | | 2022 | | | 2021 | | | | | (unaudited and in thousands) | | | | | Add: | | | | | | | | | | | | Partners’ share of NOI from non Same Properties from consolidated joint ventures (excluding termination income and after priority allocations) | | | 6,859 | | | | 5,441 | | | | | BXP’s share of NOI from unconsolidated joint ventures (excluding termination income) (2) | | | 144,173 | | | | 106,975 | | | | | BXP’s Share of Same Property NOI (excluding termination income) | | $ | 1,694,357 | | | $ | 1,633,631 | |
(1) | See “Consolidated Joint Ventures” in this Appendixour investments in (i) Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively, for additional details.
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(2) | See “Unconsolidated Joint Ventures” in this Appendix for additional details.
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| | | | | | | | 2023 Proxy Statement A-4
| | |
Reconciliation of Net Income Attributable to Boston Properties, Inc. Common Shareholders to BXP’s Share of Same Property NOI – Cash (excluding termination income)
| | | | | | | | | | | | For the year ended
December 31, | | | | | 2022 | | | 2021 | | | | | (unaudited and in thousands) | | | | | Net income attributable to Boston Properties, Inc. common shareholders | | $ | 848,947 | | | $ | 496,223 | | | | | Add: | | | | | | | | | | | | Preferred stock redemption charge | | | — | | | | 6,412 | | | | | Preferred dividends | | | — | | | | 2,560 | | | | | Noncontrolling interest—common units of the Operating Partnership | | | 96,780 | | | | 55,931 | | | | | Noncontrolling interests in property partnerships | | | 74,857 | | | | 70,806 | | | | | Interest expense | | | 437,139 | | | | 423,346 | | | | | Losses from early extinguishment of debt | | | — | | | | 45,182 | | | | | Unrealized loss on non-real estate investment | | | 150 | | | | — | | | | | Loss from unconsolidated joint ventures | | | 59,840 | | | | 2,570 | | | | | Depreciation and amortization expense | | | 749,775 | | | | 717,336 | | | | | Transaction costs | | | 2,905 | | | | 5,036 | | | | | Payroll and related costs from management services contracts | | | 15,450 | | | | 12,487 | | | | | General and administrative expense | | | 146,378 | | | | 151,573 | | | | | Less: | | | | | | | | | | | | Gains (losses) from investments in securities | | | (6,453 | ) | | | 5,626 | | | | | Other income—assignment fee | | | 6,624 | | | | — | | | | | Interest and other income (loss) | | | 11,940 | | | | 5,704 | | | | | Gain on sales-type lease | | | 10,058 | | | | — | | | | | Gains on sales of real estate | | | 437,019 | | | | 123,660 | | | | | Direct reimbursements of payroll and related costs from management services contracts | | | 15,450 | | | | 12,487 | | | | | Development and management services revenue | | | 28,056 | | | | 27,697 | | | | | Net Operating (NOI) | | | 1,929,527 | | | | 1,814,288 | | | | | Less: | | | | | | | | | | | | Straight-line rent | | | 107,965 | | | | 106,291 | | | | | Fair value lease revenue | | | 9,105 | | | | 4,204 | | | | | Termination income | | | 7,704 | | | | 11,482 | | | | | Add: | | | | | | | | | | | | Straight-line ground rent expense adjustment(1) | | | 2,469 | | | | 2,760 | | | | | Lease transaction costs that qualify as rent inducements(2) | | | 15,748 | | | | 10,506 | | | | | NOI—cash (excluding termination income) | | | 1,822,970 | | | | 1,705,577 | | | | | Less: | | | | | | | | | | | | NOI—cash from non Same Properties (excluding termination income) | | | 110,957 | | | | 90,725 | | | | | Same Property NOI—cash (excluding termination income) | | | 1,712,013 | | | | 1,614,852 | |
| | | | | | | | | | 2023 Proxy Statement A-5 |
| | | | | | | | | | | | For the year ended
December 31, | | | | | 2022 | | | 2021 | | | | | (unaudited and in thousands) | | | | | Less: | | | | | | | | | | | | Partners’ share of NOI—cash from consolidated joint ventures (excluding termination income and after priority allocations)(3) | | | 179,117 | | | | 184,357 | | | | | BXP’s share of NOI—cash from non Same Properties from unconsolidated joint ventures (excluding termination income) | | | 27,298 | | | | 11,867 | | | | | Add: | | | | | | | | | | | | Partners’ share of NOI—cash from non Same Properties from consolidated joint ventures (excluding termination income and after priority allocations) | | | 5,185 | | | | 11,778 | | | | | BXP’s share of NOI—cash from unconsolidated joint ventures (excluding termination income)(4) | | | 113,308 | | | | 98,870 | | | | | BXP’s Share of Same Property NOI—cash (excluding termination income) | | $ | 1,624,091 | | | $ | 1,529,276 | |
(1) | In light of the front-ended, uneven rental payments required by the Company’s 99-year ground and air rights lease for the 100 Clarendon Street garage and Back Bay Transit Station in Boston, MA, and to make period-to-period comparisons more meaningful to investors, the adjustment does not include the straight-line impact of approximately $83 and $156 for the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company has remaining lease payments aggregating approximately $25.3 million, all of which it expects to incur by the end of 2024 with no payments thereafter. Under GAAP, the Company is recognizing expense of $(348) per year on a straight-line basis over the term of the lease. However, unlike more traditional ground and air rights leases, the timing and amounts of the rental payments by the Company correlate to the uneven timing and funding by the Company of capital expenditures related to improvements at Back Bay Transit Station. As a result, the amounts excluded from the adjustment each quarter through 2024 may vary significantly. For the year ended December 31, 2021 excludes $(23.0) million of prepaid ground rent expense in connection with the ground lease at Sumner Square located in Washington, DC.
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(2) | Consist of lease transaction costs that qualify as rent inducements in accordance with GAAP
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(3) | See “Consolidated Joint Ventures” in this Appendix for additional details.
|
(4) | See “Unconsolidated Joint Ventures” in this Appendix for additional details.
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| | | | | | | | 2023 Proxy Statement A-6
| | |
Unconsolidated Joint Ventures
For the year ended December 31, 2022
(unaudited2023, and dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Boston | | | Los
Angeles | | | New York | | | San
Francisco | | | Seattle | | | Washington,
DC | | | Total
Unconsolidated
Joint Ventures | | | | | | | | | | Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lease(1) | | $ | 89,971 | | | $ | 110,554 | | | $ | 23,423 | | | $ | 42,146 | | | $ | 27,601 | | | $ | 120,168 | | | $ | 413,863 | | | | | | | | | | Write-offs associated with accounts receivable, net | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | Straight-line rent | | | 11,263 | | | | 27,534 | | | | 309 | | | | 2,199 | | | | 2,642 | | | | 16,393 | | | | 60,340 | | | | | | | | | | Reinstatement of straight-line rent | | | 2,004 | | | | 307 | | | | — | | | | — | | | | — | | | | 207 | | | | 2,518 | | | | | | | | | | Fair value lease revenue | | | — | | | | 1,094 | | | | 752 | | | | 112 | | | | 4,636 | | | | — | | | | 6,594 | | | | | | | | | | Termination income | | | 1,134 | | | | 1,008 | | | | 1,673 | | | | — | | | | (5 | ) | | | — | | | | 3,810 | | | | | | | | | | Total lease revenue | | | 104,372 | | | | 140,497 | | | | 26,157 | | | | 44,457 | | | | 34,874 | | | | 136,768 | | | | 487,125 | | | | | | | | | | Parking and other | | | 18 | | | | 11,352 | | | | 170 | | | | 621 | | | | 2,067 | | | | 6,992 | | | | 21,220 | | | | | | | | | | Total rental revenue | | | 104,390 | | | | 151,849 | | | | 26,327 | | | | 45,078 | | | | 36,941 | | | | 143,760 | | | | 508,345 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating | | | 35,923 | | | | 53,429 | | | | 22,287 | (2) | | | 17,810 | | | | 14,121 | | | | 53,844 | | | | 197,414 | | | | | | | | | | Net operating income/(loss) | | | 68,467 | | | | 98,420 | | | | 4,040 | | | | 27,268 | | | | 22,820 | | | | 89,916 | | | | 310,931 | | | | | | | | | | Other income/(expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Development and management services revenue | | | — | | | | — | | | | 2,013 | | | | 201 | | | | 6 | | | | 121 | | | | 2,341 | | | | | | | | | | Interest and other income | | | 282 | | | | 246 | | | | 177 | | | | 26 | | | | 97 | | | | 563 | | | | 1,391 | | | | | | | | | | Interest expense | | | (27,048 | ) | | | (47,568 | ) | | | (18,716 | ) | | | (17 | ) | | | (10,620 | ) | | | (50,096 | ) | | | (154,065 | ) | | | | | | | | | Unrealized gain on derivative instruments | | | — | | | | — | | | | 1,681 | | | | — | | | | — | | | | — | | | | 1,681 | | | | | | | | | | Transaction costs | | | (317 | ) | | | (4 | ) | | | — | | | | — | | | | (66 | ) | | | (450 | ) | | | (837 | ) | | | | | | | | | Depreciation and amortization expense | | | (34,197 | ) | | | (51,643 | ) | | | (13,929 | ) | | | (19,281 | ) | | | (22,089 | ) | | | (39,902 | ) | | | (181,041 | ) | | | | | | | | | General and administrative expense | | | (109 | ) | | | (123 | ) | | | (726 | ) | | | (33 | ) | | | (89 | ) | | | (138 | ) | | | (1,218 | ) | | | | | | | | | Loss from early extinguishment of debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,327 | ) | | | (1,327 | ) | | | | | | | | | Total other income/(expense) | | | (61,389 | ) | | | (99,092 | ) | | | (29,500 | ) | | | (19,104 | ) | | | (32,761 | ) | | | (91,229 | ) | | | (333,075 | ) | | | | | | | | | Net income/(loss) | | $ | 7,078 | | | $ | (672 | ) | | $ | (25,460 | ) | | $ | 8,164 | | | $ | (9,941 | ) | | $ | (1,313 | ) | | $ | (22,144 | ) |
| | | | | | | | | | 2023 Proxy Statement A-7 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Boston | | | Los
Angeles | | | New York | | | San
Francisco | | | Seattle | | | Washington,
DC | | | Total
Unconsolidated
Joint Ventures | | | Reconciliation of BXP’s share of Net Operating Income/(Loss) | | | | | | | | | | BXP’s share of rental revenue | | $ | 52,195 | | | $ | 81,182 | (4) | | $ | 10,863 | | | $ | 21,690 | (4) | | $ | 12,437 | | | $ | 57,453 | (3) | | $ | 235,820 | | | | | | | | | | BXP’s share of operating expenses | | | 17,962 | | | | 28,158 | | | | 9,269 | | | | 8,905 | | | | 4,747 | | | | 20,698 | (3) | | | 89,739 | | | | | | | | | | BXP’s share of net operating income/(loss) | | | 34,233 | | | | 53,024 | (4) | | | 1,594 | | | | 12,785 | (4) | | | 7,690 | | | | 36,755 | (3) | | | 146,081 | | | | | | | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BXP’s share of termination income | | | 567 | | | | 504 | | | | 838 | | | | — | | | | (1 | ) | | | — | | | | 1,908 | | | | | | | | | | BXP’s share of net operating income/(loss) (excluding termination income) | | | 33,666 | | | | 52,520 | | | | 756 | | | | 12,785 | | | | 7,691 | | | | 36,755 | (3) | | | 144,173 | | | | | | | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BXP’s share of straight-line rent | | | 6,632 | | | | 14,641 | (4) | | | 296 | | | | 1,129 | (4) | | | 888 | | | | 7,486 | (3) | | | 31,072 | | | | | | | | | | BXP’s share of fair value lease revenue | | | — | | | | 1,805 | (4) | | | 263 | | | | (819 | )(4) | | | 1,558 | | | | — | | | | 2,807 | | | | | | | | | | Add: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BXP’s share of straight-line ground rent expense adjustment | | | — | | | | — | | | | 576 | | | | — | | | | — | | | | — | | | | 576 | | | | | | | | | | BXP’s share of lease transaction costs that qualify as rent inducements | | | — | | | | 2,737 | | | | — | | | | — | | | | (21 | ) | | | (278 | )(3) | | | 2,438 | | | | | | | | | | BXP’s share of net operating income/(loss) - cash (excluding termination income) | | $ | 27,034 | | | $ | 38,811 | (4) | | $ | 773 | | | $ | 12,475 | (4) | | $ | 5,224 | | | $ | 28,991 | (3) | | $ | 113,308 | |
(1) | Lease revenue includes recoveries from tenants and service income from tenants.
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(2) | Includes approximately $1,152 of straight-line ground rent expense.
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(3) | Reflects the allocation percentages pursuant to the achievement of specified investment return thresholds as provided(ii) the Dock 72 unconsolidated joint venture for in the joint venture agreement of 901 New York Avenue.
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(4) | The Company’s purchase price allocation under ASC 805 for certain joint ventures differs from the historical basis of the venture.
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| | | | | | | | 2023 Proxy Statement A-8
| | |
Unconsolidated Joint Ventures
For the year ended December 31, 2021
(unaudited2022 and dollars2020.
2.Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate associated with the sale of our ownership interest in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Boston | | | Los
Angeles | | | New York | | | San
Francisco | | | Seattle | | | Washington,
DC | | | Total
Unconsolidated
Joint Ventures | | Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lease(1) | | $ | 54,721 | | | $ | 123,020 | | | $ | 11,598 | | | $ | 45,920 | | | $ | 8,988 | | | $ | 101,167 | | | $ | 345,414 | | | | | | | | | | Write-offs associated with accounts receivable, net | | | — | | | | (13 | ) | | | 233 | | | | — | | | | — | | | | — | | | | 220 | | | | | | | | | | Straight-line rent | | | 969 | | | | 10,918 | | | | 467 | | | | 1,252 | | | | 797 | | | | 2,852 | | | | 17,255 | | | | | | | | | | Write-offs associated with straight-line rent | | | — | | | | (81 | ) | | | — | | | | — | | | | — | | | | (186 | ) | | | (267 | ) | | | | | | | | | Fair value lease revenue | | | — | | | | 1,307 | | | | — | | | | 168 | | | | 1,526 | | | | — | | | | 3,001 | | | | | | | | | | Termination income | | | 1,600 | | | | (41 | ) | | | — | | | | — | | | | — | | | | — | | | | 1,559 | | | | | | | | | | Total lease revenue | | | 57,290 | | | | 135,110 | | | | 12,298 | | | | 47,340 | | | | 11,311 | | | | 103,833 | | | | 367,182 | | | | | | | | | | Parking and other | | | 75 | | | | 9,848 | | | | — | | | | 4 | | | | 365 | | | | 4,639 | | | | 14,931 | | | | | | | | | | Total rental revenue | | | 57,365 | | | | 144,958 | | | | 12,298 | | | | 47,344 | | | | 11,676 | | | | 108,472 | | | | 382,113 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating | | | 24,268 | | | | 49,795 | | | | 14,309 | (2) | | | 18,518 | | | | 4,257 | | | | 46,433 | | | | 157,580 | | | | | | | | | | Net operating income/(loss) | | | 33,097 | | | | 95,163 | | | | (2,011 | ) | | | 28,826 | | | | 7,419 | | | | 62,039 | | | | 224,533 | | Other income/(expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Development and management services revenue | | | — | | | | — | | | | 1,260 | | | | 245 | | | | — | | | | 3 | | | | 1,508 | | | | | | | | | | Interest and other income | | | — | | | | 20 | | | | — | | | | 8 | | | | — | | | | — | | | | 28 | | | | | | | | | | Interest expense | | | (11,958 | ) | | | (47,760 | ) | | | (8,869 | ) | | | (6 | ) | | | (2,105 | ) | | | (38,186 | ) | | | (108,884 | ) | | | | | | | | | Transaction costs | | | — | | | | — | | | | (463 | ) | | | — | | | | — | | | | (7 | ) | | | (470 | ) | | | | | | | | | Depreciation and amortization expense | | | (22,235 | ) | | | (50,855 | ) | | | (10,738 | ) | | | (22,584 | ) | | | (6,783 | ) | | | (33,926 | ) | | | (147,121 | ) | | | | | | | | | General and administrative expense | | | (43 | ) | | | (459 | ) | | | (75 | ) | | | (4 | ) | | | (2 | ) | | | (335 | ) | | | (918 | ) | | | | | | | | | Total other income/(expense) | | | (34,236 | ) | | | (99,054 | ) | | | (18,885 | ) | | | (22,341 | ) | | | (8,890 | ) | | | (72,451 | ) | | | (255,857 | ) | | | | | | | | | Net income/(loss) | | $ | (1,139 | ) | | $ | (3,891 | ) | | $ | (20,896 | ) | | $ | 6,485 | | | $ | (1,471 | ) | | $ | (10,412 | ) | | $ | (31,324 | ) | | | | |
| | | | | | | | | | 2023 Proxy Statement A-9 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Boston | | | Los
Angeles | | | New York | | | San
Francisco | | | Seattle | | | Washington,
DC | | | Total
Unconsolidated
Joint Ventures | | | Reconciliation of BXP’s share of Net Operating Income/(Loss) | | | | | | | | | | BXP’s share of rental revenue | | $ | 28,685 | | | $ | 77,957 | (4) | | $ | 6,148 | | | $ | 23,861 | (5) | | $ | 3,931 | | | $ | 41,131 | (3) | | $ | 181,713 | | | | | | | | | | BXP’s share of operating expenses | | | 12,134 | | | | 26,315 | | | | 6,812 | | | | 9,710 | | | | 1,433 | | | | 17,554 | (3) | | | 73,958 | | | | | | | | | | BXP’s share of net operating income/(loss) | | | 16,551 | | | | 51,642 | (4) | | | (664 | ) | | | 14,151 | (5) | | | 2,498 | | | | 23,577 | (3) | | | 107,755 | | | | | | | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BXP’s share of termination income | | | 801 | | | | (21 | ) | | | — | | | | — | | | | — | | | | — | | | | 780 | | | | | | | | | | BXP’s share of net operating income/(loss) (excluding termination income) | | | 15,750 | | | | 51,663 | | | | (664 | ) | | | 14,151 | | | | 2,498 | | | | 23,577 | (3) | | | 106,975 | | | | | | | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BXP’s share of straight-line rent | | | 485 | | | | 6,419 | (4) | | | 350 | | | | 685 | (5) | | | 268 | | | | 801 | (3) | | | 9,008 | | | | | | | | | | BXP’s share of fair value lease revenue | | | — | | | | 1,956 | (4) | | | — | | | | (829 | )(5) | | | 514 | | | | — | | | | 1,641 | | | | | | | | | | Add: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BXP’s share of straight-line ground rent expense adjustment | | $ | — | | | $ | — | | | $ | 821 | | | $ | — | | | $ | — | | | $ | — | | | $ | 821 | | | | | | | | | | BXP’s share of lease transaction costs that qualify as rent inducements | | | — | | | | 565 | | | | 1,222 | | | | — | | | | 22 | | | | (86 | )(3) | | | 1,723 | | | | | | | | | | BXP’s share of net operating income/(loss)—cash (excluding termination income) | | $ | 15,265 | | | $ | 43,853 | (4) | | $ | 1,029 | | | $ | 14,295 | (5) | | $ | 1,738 | | | $ | 22,690 | (3) | | $ | 98,870 | |
(1) | Lease revenue includes recoveries from tenants and service income from tenants.
|
(2) | Includes approximately $1,643 of straight-line ground rent expense.
|
(3) | Reflects the allocation percentages pursuant to the achievement of specified investment return thresholds as providedthe joint venture that owned Annapolis Junction Buildings Six and Seven for in the joint venture agreement of 901 New York Avenue.
|
(4) | The Company’s purchase price allocation under ASC 805 for Colorado Center differs from the historical basis of the venture resulting in the majority of the basis differential for this region.
|
(5) | The Company’s purchase price allocation under ASC 805 for Gateway Commons differs from the historical basis of the venture resulting in the majority of the basis differential for this region.
|
| | | | | | | | 2023 Proxy Statement A-10
| | |
Consolidated Joint Ventures
For the year ended December 31, 2022
(unaudited2021 and dollars in thousands)
| | | | | | | | | | | | | | | | | | | Norges Joint Ventures | | | | | | | | | | | Times Square Tower | | | | | | | | | | | | | | | 601 Lexington Avenue /
One Five Nine East 53rd Street | | | | | | | | 767 Fifth Avenue
(The GM Building) | | | 100 Federal Street Atlantic
Wharf Office | | | Total Consolidated
Joint Ventures | | | | | | Revenue | | | | | | | | | | | | | | | | | Lease(1) | | $ | 295,337 | | | $ | 403,247 | | | $ | 698,584 | | | | | | Straight-line rent | | | 9,118 | | | | 11,200 | | | | 20,318 | | | | | | Fair value lease revenue | | | 1,189 | | | | 147 | | | | 1,336 | | | | | | Termination income | | | 1,796 | | | | 906 | | | | 2,702 | | | | | | Total lease revenue | | | 307,440 | | | | 415,500 | | | | 722,940 | | | | | | Parking and other | | | — | | | | 5,748 | | | | 5,748 | | | | | | Total rental revenue | | | 307,440 | | | | 421,248 | | | | 728,688 | | | | | | Expenses | | | | | | | | | | | | | | | | | Operating | | | 118,160 | | | | 149,998 | | | | 268,158 | | | | | | Net Operating Income (NOI) | | | 189,280 | | | | 271,250 | | | | 460,530 | | | | | | Other income (expense) | | | | | | | | | | | | | | | | | Development and management services revenue | | | — | | | | (81 | ) | | | (81 | ) | | | | | Interest and other income | | | 1,153 | | | | 1,616 | | | | 2,769 | | | | | | Interest expense | | | (84,287 | ) | | | (30,702 | ) | | | (114,989 | ) | | | | | Depreciation and amortization expense | | | (65,780 | ) | | | (91,747 | ) | | | (157,527 | ) | | | | | General and administrative expense | | | (257 | ) | | | (400 | ) | | | (657 | ) | | | | | Total other income (expense) | | | (149,171 | ) | | | (121,314 | ) | | | (270,485 | ) | | | | | Net income | | $ | 40,109 | | | $ | 149,936 | | | $ | 190,045 | | | | | | BXP’s nominal ownership percentage | | | 60.00 | % | | | 55.00 | % | | | | | | | | | Partners’ share of NOI (after income allocation to private REIT shareholders)(2) | | $ | 73,118 | | | $ | 118,694 | | | $ | 191,812 | | | | | | BXP’s share of NOI (after income allocation to private REIT shareholders) | | $ | 116,162 | | | $ | 152,556 | | | $ | 268,718 | | | | | | Reconciliation of Partners’ share of Net Operating Income (Loss) (NOI)(2) | | | | | | | | | | | | | | | | | Rental revenue | | $ | 122,977 | | | $ | 189,562 | | | $ | 312,539 | | | | | | Less: Termination income | | | 718 | | | | 407 | | | | 1,125 | | | | | | Rental revenue (excluding termination income) | | | 122,259 | | | | 189,155 | | | | 311,414 | |
| | | | | | | | | | 2023 Proxy Statement A-11 |
| | | | | | | | | | | | | | | | | | | Norges Joint Ventures | | | | | | | | | | | Times Square Tower | | | | | | | | | | | | | | | 601 Lexington Avenue /
One Five Nine East 53rd Street | | | | | | | | 767 Fifth Avenue
(The GM Building) | | | 100 Federal Street Atlantic
Wharf Office | | | Total Consolidated
Joint Ventures | | | | | | Less: | | | | | | | | | | | | | | | | | Operating expenses (including partners’ share of management and other fees) | | $ | 49,859 | | | $ | 70,910 | | | $ | 120,769 | | | | | | Income allocation to private REIT shareholders | | | — | | | | (42 | ) | | | (42 | ) | | | | | NOI (excluding termination income and after income allocation to private REIT shareholders) | | $ | 72,400 | | | $ | 118,287 | | | $ | 190,687 | | | | | | Rental revenue (excluding termination income) | | $ | 122,259 | | | $ | 189,155 | | | $ | 311,414 | | | | | | Less: | | | | | | | | | | | | | | | | | Straight-line rent | | | 3,648 | | | | 5,039 | | | | 8,687 | | | | | | Fair value lease revenue | | | 476 | | | | 65 | | | | 541 | | | | | | Add: | | | | | | | | | | | | | | | | | Lease transaction costs that qualify as rent inducements | | | — | | | | (2,342 | ) | | | (2,342 | ) | | | | | Subtotal | | | 118,135 | | | | 181,709 | | | | 299,844 | | | | | | Less: | | | | | | | | | | | | | | | | | Operating expenses (including partners’ share of management and other fees) | | | 49,859 | | | | 70,910 | | | | 120,769 | | | | | | Income allocation to private REIT shareholders | | | — | | | | (42 | ) | | | (42 | ) | | | | | NOI—cash (excluding termination income and after income allocation to private REIT shareholders) | | $ | 68,276 | | | $ | 110,841 | | | $ | 179,117 | |
(1) | Lease revenue includes recoveries from tenants and service income from tenants.
|
(2) | Amounts represent the partners’ share based on their respective ownership percentage.
|
| | | | | | | | 2023 Proxy Statement A-12
| | |
Consolidated Joint Ventures
ForAnnapolis Junction Building Eight and two land parcels for the year ended December 31, 2021
(unaudited2020.
3.On December 14, 2023, we acquired our joint venture partner’s 45% ownership interest in Santa Monica Business Park located in Santa Monica, California for a purchase price of $38.0 million. We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park. 4.On October 2, 2023, a joint venture in which we owned a 20% equity interest completed a two-step restructuring of the ownership in Metropolitan Square, which resulted in, among other things, (i) the cessation of our obligation 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 removal of the property from our in-service portfolio, (iii) the sale of the property, which resulted in a loss on the sale of approximately $1.5 million and dollars in thousands) | | | | | | | | | | | | | | | | | | | Norges Joint Ventures | | | | | | | | | | | Times Square Tower | | | | | | | | | | | | | | | 601 Lexington Avenue /
One Five Nine East 53rd Street | | | | | | | | 767 Fifth Avenue
(The GM Building) | | | 100 Federal Street Atlantic
Wharf Office | | | Total Consolidated
Joint Ventures | | | | | | Revenue | | | | | | | | | | | | | | | | | Lease(1) | | $ | 290,894 | | | $ | 393,385 | | | $ | 684,279 | | | | | | Write-offs associated with accounts receivable, net | | | — | | | | 3 | | | | 3 | | | | | | Straight-line rent | | | 9,887 | | | | 2,327 | | | | 12,214 | | | | | | Write-offs associated with straight-line rent, net | | | — | | | | (217 | ) | | | (217 | ) | | | | | Fair value lease revenue | | | (1,405 | ) | | | 352 | | | | (1,053 | ) | | | | | Termination income | | | (5 | ) | | | — | | | | (5 | ) | | | | | Total lease revenue | | | 299,371 | | | | 395,850 | | | | 695,221 | | | | | | Parking and other | | | — | | | | 4,255 | | | | 4,255 | | | | | | Insurance proceeds | | | — | | | | 5,250 | (2) | | | 5,250 | | | | | | Total rental revenue | | | 299,371 | | | | 405,355 | | | | 704,726 | | | | | | Expenses | | | | | | | | | | | | | | | | | Operating | | | 112,543 | | | | 139,091 | | | | 251,634 | | | | | | Restoration expenses related to insurance claim | | | — | | | | 5,335 | (2) | | | 5,335 | | | | | | Total expenses | | | 112,543 | | | | 144,426 | | | | 256,969 | | | | | | Net Operating Income (NOI) | | | 186,828 | | | | 260,929 | | | | 447,757 | | | | | | Other income (expense) | | | | | | | | | | | | | | | | | Development and management services revenue | | | — | | | | 9 | | | | 9 | | | | | | Interest and other income | | | 1 | | | | 216 | | | | 217 | | | | | | Loss from early extinguishment of debt | | | — | | | | (104 | ) | | | (104 | ) | | | | | Interest expense | | | (84,712 | ) | | | (29,951 | ) | | | (114,663 | ) | | | | | Depreciation and amortization expense | | | (63,589 | ) | | | (89,903 | ) | | | (153,492 | ) | | | | | General and administrative expense | | | (230 | ) | | | (394 | ) | | | (624 | ) | | | | | Total other income (expense) | | | (148,530 | ) | | | (120,127 | ) | | | (268,657 | ) | | | | | Net income | | $ | 38,298 | | | $ | 140,802 | | | $ | 179,100 | |
| | | | | | | | | | 2023 Proxy Statement A-13 |
assignment of the existing senior loan to the new owner, and (iv) the closing of a new mezzanine loan. A-2 BXP / 2024 Proxy Statement
| | | | | | | | | | | | | | | | | | | Norges Joint Ventures | | | | | | | | | | | Times Square Tower | | | | | | | | | | | | | | | 601 Lexington Avenue /
One Five Nine East 53rd Street | | | | | | | | 767 Fifth Avenue
(The GM Building) | | | 100 Federal Street Atlantic
Wharf Office | | | Total Consolidated
Joint Ventures | | | | | | BXP’s nominal ownership percentage | | | 60.00 | % | | | 55.00 | % | | | | | | | | | Partners’ share of NOI (after income allocation to private REIT shareholders)(3) | | $ | 72,213 | | | $ | 114,091 | | | $ | 186,304 | | | | | | BXP’s share of NOI (after income allocation to private REIT shareholders) | | $ | 114,615 | | | $ | 146,838 | | | $ | 261,453 | | | | | | Reconciliation of Partners’ share of Net Operating Income (Loss) (NOI)(3) | | | | | | | | | | | | | | | | | Rental revenue | | $ | 119,749 | | | $ | 182,410 | | | $ | 302,159 | | | | | | Less: Termination income | | | (2 | ) | | | (1 | ) | | | (3 | ) | | | | | Rental revenue (excluding termination income) | | | 119,751 | | | | 182,411 | | | | 302,162 | | | | | | Less: | | | | | | | | | | | | | | | | | Operating expenses (including partners’ share of management and other fees) | | | 47,536 | | | | 68,361 | | | | 115,897 | | | | | | Income allocation to private REIT shareholders | | | — | | | | (42 | ) | | | (42 | ) | | | | | NOI (excluding termination income and after income allocation to private REIT shareholders) | | $ | 72,215 | | | $ | 114,092 | | | $ | 186,307 | | | | | | Rental revenue (excluding termination income) | | $ | 119,751 | | | $ | 182,411 | | | $ | 302,162 | | | | | | Less: | | | | | | | | | | | | | | | | | Straight-line rent | | | 3,955 | | | | 948 | | | | 4,903 | | | | | | Fair value lease revenue | | | (562 | ) | | | 157 | | | | (405 | ) | | | | | Add: | | | | | | | | | | | | | | | | | Lease transaction costs that qualify as rent inducements | | | (118 | ) | | | 2,666 | | | | 2,548 | | | | | | Subtotal | | | 116,240 | | | | 183,972 | | | | 300,212 | | | | | | Less: | | | | | | | | | | | | | | | | | Operating expenses (including partners’ share of management and other fees) | | | 47,536 | | | | 68,361 | | | | 115,897 | | | | | | Income allocation to private REIT shareholders | | | — | | | | (42 | ) | | | (42 | ) | | | | | NOI - cash (excluding termination income and after income allocation to private REIT shareholders) | | $ | 68,704 | | | $ | 115,653 | | | $ | 184,357 | |
(1) | Lease revenue includes recoveries from tenants and service income from tenants.
|
(2) | Amounts relate to damage at one of the Company’s properties in New York City due to a water main break.
|
(3) | Amounts represent the partners’ share based on their respective ownership percentage.
|
| | | | | | | | 2023 Proxy Statement A-14
| | |
Appendix B FOURTH AMENDMENT
TO THE BOSTON PROPERTIES, INC. 1999 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN The Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, as amended (the “Plan”), is hereby further amended as follows: 1. Section 3 of the Plan is amended by deleting the reference to “250,000” and replacing it with “500,000.” 2. Except as so amended, the Plan is hereby confirmed in all other respects. Executed this 22nd day of May, 2024. 800 BOYLSTON STREET, SUITE 1900
BOSTON MA 02199ATTN: INVESTOR RELATIONS
PROPERTIES, INC.
VOTE BY INTERNET - www.proxyvote.com
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By: ____________________________________ Name: Title: BXP / 2024 Proxy Statement B-1
Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan (as amended through April 12, 2024)
1.Purpose The primary purpose of this Plan is to transmit your voting instructions and for electronic delivery of information. Voteencourage Stock ownership by 11:59 P.M. ET on May 22, 2023. 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.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 22, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return iteach Eligible Employee in the postage-paid envelope we have providedbelief that such ownership will increase his or return ither interest in the success of Boston Properties.
2.Definitions 2.1. Account shall mean the separate bookkeeping account which shall be established and maintained by the Plan Administrator for each Participant for each Purchase Period to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.record the contributions made on his or her behalf to purchase Stock under the Plan. 2.2. Beneficiary shall mean the person designated as such in accordance with §10. | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | | | | | | V06308-P88513 | | | KEEP THIS PORTION FOR YOUR RECORDS | | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | |
| DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BOSTON PROPERTIES, INC.
The2.3. Board shall mean the Board of Directors recommends you vote FORof Boston Properties.
2.4. Boston Properties shall mean Boston Properties, Inc., a corporation incorporated under the laws of the State of Delaware, and any successor to Boston Properties. 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. 2.6. Committee shall mean the Compensation Committee of the Board. 2.7. Election Form shall mean the form which an Eligible Employee shall be required to properly complete in writing and timely file in order to make any of the elections available to an Eligible Employee under this Plan. 2.8. Election Period shall mean the ten day period immediately preceding a related Purchase Period or such other extended period determined by the Plan Administrator. 2.9. Eligible Employee shall mean each officer or employee not covered by a collective bargaining agreement of Boston Properties or a Participating Employer who is shown on the payroll records of Boston Properties or a Participating Employer as an employee. Employees who are covered by a collective bargaining agreement are not eligible to participate in this Plan unless participation herein is provided for in such collective bargaining agreement. Notwithstanding the foregoing, Eligible Employee shall include each employee who is a member of Local 32B-32J of the Service Employees International Union or Local 94 of the International Union of Operating Engineers.(1) 2.10. Participant shall mean (a) for each Purchase Period an Eligible Employee who has elected to purchase Stock in accordance with § 5 in such Purchase Period and (b) for any period any person for whom Stock is held pending delivery under §9. 2.11. Participating Employer shall mean Boston Properties, Boston Properties Limited Partnership, BP Management, L.P., Boston Properties Management, Inc., and any organization owned in whole or in part, directly or indirectly, by Boston Properties which is designated as such by the Committee. 2.12. Plan shall mean this Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan as effective as of January 1, 1999 and as thereafter amended from time to time. 2.13. Plan Administrator shall mean Boston Properties or its delegate. 1 Modified by the Second Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan dated December 21, 2002. B-2 BXP / 2024 Proxy Statement
2.14. Purchase Period shall mean a period of six months beginning each January 1 and July 1 or such other period set by the Committee before the beginning of the related Election Period which shall begin on a date which follows the end of such Election Period and which shall run for no more than one year. 2.15. Purchase Price for each Purchase Period shall mean a price which is equal to 85 % of the average Closing Prices for a share of Stock during the related Valuation Period. 2.16. Rule 16b-3 shall mean Rule 16b-3 to Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor to such rule. 2.17. Stock shall mean the $.01 par value common stock of Boston Properties. 2.18. Valuation Period shall mean the last ten business days of the related Purchase Period. 3.Stock Issuable The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 250,000 shares. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by Boston 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 Stock available for issuance under the Plan and the Purchase Price. 4.Administration Except for the exercise of those 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 this 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 or on behalf of the Plan 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 any, of any such Eligible Employee or Participant under this Plan. 5.Participation Each Eligible Employee who is hired prior to the last day of an 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 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 appropriate in light of the purpose of this Plan or for the orderly administration of this Plan. 6.Contributions (a) Initial Contributions. Each Participant's Election Form under § 5 shall specify the contributions which he or she proposes to make for the related Purchase Period by means of payroll deduction and shall indicate whether he or she proposes to make cash contributions. Contributions by means of payroll deduction shall be expressed as a specific 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 (1) the minimum payroll deduction for a Participant for each pay period for purchases under this Plan shall be $10.00, and (2) the maximum payroll contribution and cash contribution which a Participant can make for purchases under this Plan for any calendar year shall be the lesser of (a) ten percent (10%) of such Participant's base salary for such calendar year, or (b) $10,000 25,000.(2) 2 Modified by the Third Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan dated May 20, 2021. BXP / 2024 Proxy Statement B-3
Any contributions which a Participant elects to make in cash may be made at any time during a Purchase Period, up through the last day prior to the related Valuation Period. (b) Changes in Contributions and Withdrawals. A Participant shall have the right to amend his or her Election Form after the end of an Election 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 the 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 Participant's Account as of the date the Plan Administrator receives such amended Election Form, and the actual withdrawal shall be effected by the Plan Administrator as soon as practicable after such date. (c) §401(k) Hardship Withdrawals. If an Eligible Employee makes a hardship withdrawal from an employee benefit plan maintained by Boston Properties or any Participating Employer and the Plan Administrator determines that such withdrawal requires a suspension of contributions under this Plan in order for such other plan to continue to satisfy the requirements of § 401(k) of the Internal Revenue Code of 1986, as amended, the Plan Administrator shall have the right unilaterally to suspend such contributions. (d) Account Credits, General Assets and Taxes. All payroll deductions made for a Participant shall be credited to his or her Account as of the pay day as of which the deduction is made. All contributions made by a Participant under this Plan, whether in cash or through payroll deductions, shall be held by Boston Properties or by such Participant's Participating Employer, as agent for Boston Properties. All such contributions shall be held as part of the general assets of Boston Properties and shall not be held in trust or otherwise segregated from Boston Properties' general assets. No interest shall be paid or accrued on any such contributions. Each Participant's right to the contributions credited to his or her Account shall be that of a general and unsecured creditor of Boston Properties. Each Participating Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any -tax laws with respect to purchases of Stock made under this Plan. If a Participant elects to withdraw all of his or her Account under § 6(b), his or her status as a Participant shall terminate as of the date the Plan Administrator receives such election. (e) Automatic Refunds. The balance credited to the Account of an Eligible Employee automatically shall be refunded in full (without interest) if his or her status as an employee of a Participating Employer terminates for any reason whatsoever during a Purchase Period. Such refunds shall be made as soon as practicable after the Plan Administrator has actual notice of any such termination. A person's status as a Participant under this Plan shall terminate at the same time as his or her status as an Eligible Employee terminates. 7.Purchase of Stock 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 at the Purchase Price for such Stock for such Purchase Period. Such Stock shall be purchased on behalf of the Participant by operation of this Plan in whole shares and in any fraction of a whole share (computed to the number of decimal places set by 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) 8.Holding Period If a Participant sells, exchanges, assigns, encumbers, alienates, transfers, pledges or otherwise disposes of any shares of Stock acquired at the end of a Purchase Period within one year of such Purchase Period, then the Participant shall, on or before such sale, exchange, assignment, encumbrance, alienation, transfer, pledge or other disposition, pay to Boston Properties an amount equal to the product of (a) the difference between (i) 100 % of the average Closing Prices for a share of Stock during the related Valuation Period of such Purchase Period and (ii) the Purchase Price of such Purchase Period, and (b) the number of such shares 3 Modified by the First Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan dated August 17, 1999. B-4 BXP / 2024 Proxy Statement
sold, exchanged, assigned, encumbered, alienated, transferred, pledged or otherwise disposed of by the Participant within one year of such Purchase Period. 9.Delivery Unless otherwise requested by the Participant, shares of Stock purchased under the Plan will be held in the name of Boston Properties' transfer agent or its nominees. The number of shares credited to a Participant's account under the Plan will be shown on his or her statement of accounts. Subject to compliance with the provisions 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 her name or, if the Participant so elects on such Election Form and if permissible under applicable law, in the names of the 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 fractional share of Stock shall be delivered to a Participant or to a Participant and any other person, (b) cash which the Plan Administrator deems representative of the value of a Participant's fractional share shall be distributed (when a Participant requests a distribution of all of the nomineesshares of Stock held for director listed.1.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 name of a Participant and any other person. No Participant (or any 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 of Stock has been delivered to such person or such shares have been credited to a brokerage account maintained for the benefit of such person.
10.Designation of Beneficiary A Participant may designate on his or her Election Form a Beneficiary (a) who shall receive the balance credited to his or her Account if the Participant dies before the end of Directorsa Purchase Period and (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 Participant by filing an amended Election Form, and his or her revised designation shall be effective at such time as the Plan Administrator receives such amended election Form. If a deceased Participant fails to designate a Beneficiary or, if no person so designated survives a Participant or, if after checking his or her last known mailing address, the whereabouts of the person so designated are unknown, then the Participant's estate shall be treated as his or her designated Beneficiary under this § 10. 11.Transferability Neither the balance credited to a Participant's Account nor any rights to receive shares of Stock 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 do so shall be without effect. 12.Amendment or Termination This Plan may be amended by the Board 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. 13.Notices All Election Forms and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been filed with the Plan Administrator when actually received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt of any such Election Form and communications. 14.Employment BXP / 2024 Proxy Statement B-5
The right to elect to participate in this Plan shall not constitute an offer of employment, and no election to participate in this Plan shall constitute an employment agreement for an Eligible Employee. Any such right or election shall have no bearing 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. 15.Employment Transfers No Eligible Employee's employment shall be treated as terminated under this Plan as a result of a transfer between, or among, Participating Employers. 16.Headings, References and Construction The headings to sections in this Plan have been included for convenience of reference only. Except as otherwise expressly indicated, all references to sections (§) in this Plan shall be to section (§) of this Plan. This Plan shall be interpreted and construed in accordance with the laws of the State of Delaware.
| | | | | | | Against | | AbstainBOSTON PROPERTIES, INC. | | | | | | 1a. Kelly A. Ayotte
| ☐ | | ☐ | | ☐ | | | | | 1b. Bruce W. Duncan
| | ☐ | | ☐ | | ☐ | | | | | 1c. Carol B. Einiger
| | ☐ | | ☐ | | ☐ | | | | | 1d. Diane J. Hoskins
| | ☐ | | ☐ | | ☐ | | | | | 1e. MaryBy: /s/ Robert E. Kipp
| | ☐ | | ☐ | | ☐ | | | | | 1f. Joel I. Klein
| | ☐ | | ☐ | | ☐ | | | | | 1g. Douglas T. Linde
| | ☐ | | ☐ | | ☐ | | | | | 1h. Matthew J. Lustig
| | ☐ | | ☐ | | ☐ | | | | | 1i. Owen D. Thomas
| | ☐ | | ☐ | | ☐ | | | | | 1j. William H. Walton, III
| | ☐ | | ☐ | | ☐ | | | | | 1k. Derek Anthony West
| | ☐ | | ☐ | | ☐ |
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.
| | | | | Burke
Title: Executive Vice President | | | | | |
| | | | | | | | | | | The Board of Directors recommends you vote
FOR proposal 2. | | For | | Against | | Abstain | | | | | | | 2. | | To approve, by non-binding, advisory resolution, the Company’s named executive officer compensation. | | | | ☐ | | ☐ | | ☐ | | | | | | The Board of Directors recommends you vote for a frequency of “1 Year” on Proposal 3. | | 1 Year | | 2 Years | | 3 Years | | Abstain | | | | | | | 3.
| | To approve, by non-binding, advisory vote, the frequency of holding the advisory vote on the Company’s named executive officer compensation.
| | ☐ | | ☐ | | ☐ | | ☐ | | | | | The Board of Directors recommends you vote FOR proposal 4. | | For | | Against | | Abstain | | | | | | | 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, 2023.
| | | | ☐ | | ☐ | | ☐ | | | | | | 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.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX]
| | DateB-6 BXP / 2024 Proxy Statement | | | | Signature (Joint Owners)
| | Date | | |
| | | | | | | | | | | | | | | Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be
Held on May 23, 2023:
The Notice and Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.
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V06309-P88513
| | | | | | | | | | | | | | | BOSTON PROPERTIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2023
| | | The undersigned hereby appoints Douglas T. Linde and Eric G. Kevorkian, and each of them, as proxies for the undersigned, each with the power to appoint his substitute, and hereby authorizes them to attend the Annual Meeting of Stockholders of Boston Properties, Inc. (the "Annual Meeting") to be held at Prudential Tower, 800 Boylston Street, Suite 1900, Boston, MA 02199 on May 23, 2023 at 9:00 AM EDT, 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, "FOR" PROPOSALS 2 AND 4, AND FOR THE "1 YEAR" FREQUENCY ON PROPOSAL 3. 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
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