Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

On behalf of the entire Board of Directors, I want to thank you for your continued support of Boston Properties, Inc. and invite you to attend our 2022 Annual Meeting of Stockholders on May 19, 2022, in Washington, DC. I am delighted to say that we intend to hold our annual meeting in person once again. This will be the first “in-person” annual meeting since 2019, and it will be the first time since becoming a public company in 1997 that we will hold the meeting in Washington, DC. We hope to see you there.

As I reflect on BXP’s performance over the past two years – years dominated by the COVID-19 pandemic – I am impressed and inspired by the Company’s leadership

establishing a Sustainability Committee of the Board to enhance oversight of sustainability issues,

announcing our commitment to achieve carbon-neutral operations by 2025, including direct and indirect Scope 1 and Scope 2 emissions from our actively managed office portfolio, and

issuing a total of $1.7 billion of debt securities in our third and fourth green-bond offerings and committing to allocate the net proceeds to eligible “green” projects that support our sustainability goals.

BXP earned a tenth consecutive “Green Star” recognition in the 2021 GRESB^® assessment and a GRESB 5-star rating.

BXP was named to Newsweek’s America’s Most Responsible Companies, ranking #1 in the real estate industry and #31 overall out of 500 companies in 2021.

BXP was named to the Dow Jones Sustainability Index (DJSI) North America. BXP was one of nine real estate companies that qualified and the only office REIT in the index, scoring in the 93rd percentile of the real estate companies assessed for inclusion.

BXP was also named to the inaugural Forbes Green Growth 50 list, ranking #4 among the top 50 companies reducing greenhouse gas emissions while growing profits.

For disclosures required by Regulation G, refer to Appendix A to this proxy statement.

  |  2022 Proxy Statement

Location:

Metropolitan Square

655 15th Street, NW, 2nd Floor

Washington, DC 20005

Date:

Thursday, May 19, 2022

Time:

9:00 a.m., Eastern Time

Items of Business:

1. To elect the eleven (11) nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and qualified.

2. To hold a non-binding, advisory vote on named executive officer compensation.

3.  To approve the Boston Properties, Inc. Non-Employee Director Compensation Plan.

4.  To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

5.  To consider and act upon any other matters that are properly brought by or at the direction of the Board of Directors before the annual meeting and at any adjournments or postponements thereof.

Record Date:

March 23, 2022. Only holders of record of BXP common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

Date and Time

Location

Record Date

Thursday, May 19, 2022

9:00 a.m., Eastern Time

Metropolitan Square

655 15th Street, NW, 2nd Floor

Washington, DC 20005

Proposal 1

Proposal 2

FOR

Proposal 3

Approval of the Boston Properties, Inc.

Non-Employee Director Compensation Plan

FOR

Proposal 4

FOR

Page 117

  |  2022 Proxy Statement    2

   Name

Joel I. Klein⁽²⁾

Chairman of the Board

Chief Executive Officer of

Retromer Therapeutics Corp.

• ex officio⁽³⁾

Kelly A. Ayotte⁽²⁾

Former United States Senator

for the State of New

Hampshire

• Compensation - Chair

• NCG

Bruce W. Duncan⁽⁴⁾

Former President and Chief

Executive Officer of CyrusOne

Inc.

• Audit

• NCG

Carol B. Einiger

President of Post Rock

Advisors, LLC

• Compensation

• NCG

Diane J. Hoskins

Co-Chair and Co-Chief

Executive Officer of M. Arthur

Gensler Jr. & Associates, Inc.

• NCG

• Sustainability - Chair

Mary E. Kipp⁽⁴⁾

President & Chief Executive

Officer of Puget Sound Energy, Inc.

• Audit

• Sustainability

Douglas T. Linde

President of Boston

Properties, Inc.

• Sustainability

Matthew J. Lustig

Chairman of North America

Investment Banking and Head

of Real Estate & Lodging at

Lazard Frères & Co.

• NCG - Chair

• Sustainability

Owen D. Thomas⁽²⁾

Chief Executive Officer of

Boston Properties, Inc.

• Sustainability

David A. Twardock⁽⁴⁾

Former President of

Prudential Mortgage Capital

Company, LLC

• Audit - Chair

• Compensation

William H. Walton, III

Co-Founder and Managing

Member of Rockpoint Group,

LLC

• Compensation

Ages are as of May 19, 2022, the date of the 2022 annual meeting.

Assuming their re-election to our Board of Directors, immediately following the 2022 annual meeting Mr. Thomas will become our Chairman of the Board, Ms. Ayotte will become our Lead Independent Director and Mr. Klein will continue to serve as a director.

As independent Chairman, Mr. Klein serves ex officio as a member of each of the Board’s committees.

Our Board of Directors determined that each of Ms. Kipp and Messrs. Duncan and Twardock qualifies as an “audit committee financial expert” as that term is defined in the rules of the Securities and Exchange Commission (the “SEC”).

  |  2022 Proxy Statement    4

Sustainability Highlights

•  Corporate member of the U.S. Green Building Council^®

•  Fitwel Champion through a partnership with Fitwel, a leading healthy building certification system, to support healthy building design and operational practices across our portfolio

•  In 2017, shortly after the U.S. announced its withdrawal from the Paris Agreement, we proudly signed the We Are Still In declaration

•  Between 2018-2021, BPLP issued an aggregate of $3.55 billion of green bonds in four separate offerings; use of net proceeds is restricted to “eligible green projects”

•  The Science Based Targets initiative (SBTi) Target Validation Team classified BXP’s emissions reduction target as in line with a 1.5°C trajectory, currently the most ambitious designation available; BXP is one of 13 North American real estate companies with this distinction and the only office company in that group

•  28.3 million square feet LEED certified, of which 98% is certified at the highest Gold and Platinum levels

•  We publish an annual ESG report, which is available on our website at http://www.bxp.com under the heading “Commitment,” but is not incorporated by reference into this proxy statement or any other document we file with the SEC

2021 Awards and Recognitions

•  Ranked among the top real estate companies in the GRESB assessment, earning a sixth consecutive 5-Star rating and a tenth consecutive “Green Star” designation

•  Named to the inaugural Forbes Green Growth 50 list, ranking #4 among the top 50 companies reducing greenhouse gas emissions while growing profits

•  Recognized by the U.S. Environmental Protection Agency as a 2021 ENERGY STAR Partner of the Year - Sustained Excellence

•  Named one of America’s Most Responsible Companies by Newsweek magazine, ranking #1 in the real estate industry and #31 overall out of 500 companies

•  Maintained Green Lease Leader distinction at the highest Gold level by the Institute for Market Transformation and the U.S. Department of Energy

  |  2022 Proxy Statement    6

In 2021, we advanced the mission of the BXP Diversity & Inclusion (“D&I”) Committee to promote diversity, inclusion, equality and transparency as part of our culture, business activities and decision-making practices. Notable actions and achievements in 2021 included the following:

•  Launched the formation of three Employee Resource Groups for Women, Ethnic Minorities, and LGBTQA+

•  Made strategic hires in Human Resources dedicated to promoting D&I

•  Revised our internal processes for our Property Management and Construction Departments to track and promote the inclusion of underrepresented business enterprises, including vendors, suppliers and subcontractors, as business partners

•  Proactively procured a minority- and woman-owned bank to act as co-manager in two of our unsecured senior notes offerings in 2021

•  Commenced a depository relationship with a Black-led bank

•  Advanced diversity in the BXP workforce:

New Hires:⁽¹⁾

› 43% ethnically diverse

› 53% women

Total Workforce:⁽¹⁾⁽²⁾

› 4% increase in ethnically diverse employees

› 1% increase in women employees

Officer Level:⁽²⁾

› 5% increase in ethnically diverse officers

› 6% increase in women officers

The following is a snapshot of the diversity of our workforce as of December 31, 2021:

Total Workforce⁽¹⁾⁽³⁾

Managers & Above⁽³⁾

Employee Engagement & Development⁽⁴⁾

•  We invest significant resources in our employees’ personal growth by providing a range of development opportunities including training, tuition reimbursement and seminars and conferences

•  The success of our efforts is demonstrated by the satisfaction and long tenure of our employees:

•  average tenure is 10.0 years for employees and 18.8 years for our executive leadership

•  38% of our employees have worked at BXP for more than 10 years

Tenure of All Employees

Excludes union employees for which the union controls the hiring decisions.

Represents year-over-year change compared to 2020.

We determine race and gender based on our employees’ self-identification. Ethnic minorities are defined as those included in the EEO Ethnicity and Race Categories: Asian, Black/African American, Hispanic/Latino, American Indian/Alaskan Native, Native Hawaiian or other Pacific Islander, or multiracial background.

Data as of December 31, 2021.

Board Leadership, Composition & Independence

Stockholder Rights

•  Joel I. Klein currently serves as our independent, non-executive Chairman of the Board

•  Conditioned on their elections as directors, Mr. Thomas will serve as Chairman and CEO and Ms. Ayotte will serve as Lead Independent Director, effective immediately following the 2022 annual meeting

•  Incorporated in Delaware

› Maryland Unsolicited Takeovers Act does not apply to us

•  Proxy Access By-law right

•  Annual election of all directors

•  Majority voting standard in uncontested director elections

•  Stockholder right to amend By-laws

•  No Stockholder Rights Plan (or “poison pill”)

•  Disclosure of Policy on Company Political Spending

•  Eleven (11) directors

•  82% independent

•  Four directors are women and one director is African American

•  Two Board committees are chaired by women

•  Four of the last six (67%) new directors since 2016 are women

Director Qualifications and Policies

Compensation

•  Regular executive sessions of independent directors

•  All directors, officers and employees are subject to a Code of Business Conduct and Ethics

•  Each director attended more than 75% of the meetings of the Board and committees on which he or she served in 2021; in the aggregate, our directors attended more than 98% of the total number of meetings held in 2021

•  Annual self-evaluations for the Board and each committee, and bi-annual interviews of individual directors by our Chairman (if independent) or Lead Independent Director, as applicable; process overseen by our NCG Committee

•  90% of votes cast FOR our “Say-on-Pay” proposal at the 2021 annual meeting

•  Stock ownership requirements for executives (for CEO, 6x base salary)

•  Double-trigger vesting for time-based equity awards

•  Compensation clawback policy

•  Policy against tax gross-up provisions

•  Non-employee directors are compensated under a stockholder-approved plan

•  Stock ownership requirements for directors (5x annual retainer)

•  Anti-hedging, anti-pledging and anti-short-sale policies

  |  2022 Proxy Statement    8

› Kelly A. Ayotte

› Mary E. Kipp

› Owen D. Thomas

› Bruce W. Duncan

› Joel I. Klein

› David A. Twardock

› Carol B. Einiger

› Douglas T. Linde

› William H. Walton, III

› Diane J. Hoskins

› Matthew J. Lustig

Recommendation of the Board

The Board of Directors unanimously recommends a vote “FOR” each of its nominees: Kelly A. Ayotte,
Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde,
Matthew J. Lustig, Owen D. Thomas, David A. Twardock and William H. Walton, III. Properly
authorized proxies solicited by the Board of Directors will be voted “FOR” each of the nominees
unless instructions to the contrary are given.

  |  2022 Proxy Statement    10

As of May 19, 2022, the date of the 2022 annual meeting.

JOEL I. KLEIN

Chief Executive Officer of Retromer Therapeutics Corp.

Qualifications:

Mr. Klein has worked for more than 40 years in private industry and government during which time he has gained significant experience in senior policy making and executive roles, as well as a broad range of legal and financial matters.

Professional Background:

•  Chief Executive Officer of Retromer Therapeutics Corp., a biotech start-up, since December 2020

•  Senior Advisor to CEO, Oscar Health Corporation, a health insurance company (“Oscar”), since January 2022; Chief Policy and Strategy Officer at Oscar from January 2016 to January 2022

•  Director of Juul Labs since March 2021

•  Director of News Corporation from January 2011 to November 2020

•  Executive Vice President, Office of the Chairman of News Corporation from June 2003 to December 2015 and Chief Executive Officer of Amplify, the education division of News Corporation, from January 2011 to December 2015

•  Chancellor of the New York City Department of Education from 2002 through 2010, where Mr. Klein oversaw a system of over 1,600 schools with 1.1 million students, 136,000 employees and a $22 billion budget

•  U.S. Chairman and Chief Executive Officer of Bertelsmann, Inc. and Chief U.S. Liaison Officer to Bertelsmann AG, a media company, from 2001 to 2002

•  Various roles with the Clinton administration, including Assistant U.S. Attorney General in charge of the Antitrust Division of the U.S. Department of Justice from 1997 to 2000 and Deputy White House Counsel to President Clinton from 1993 to 1995. Mr. Klein entered the Clinton administration after 20 years of public and private legal work in Washington, DC

Other Leadership Experience, Community

Involvement and Education:

•  Chair of the Board of StudentsFirstNY

•  Member of the Board of The Foundation for Excellence in Education (ExcelinEd)

•  Member of the Advisory Boards of the Zuckerman Mind Brain Behavior Institute and Columbia College

•  Received a BA, magna cum laude, from Columbia University and a JD, magna cum laude, from Harvard Law School

•  Received honorary degrees from ten colleges and universities

Director since:

January 2013

Age: 75

Independent

Chairman of the Board

Current Board Committees:

•  ex officio member of all committees

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): News Corporation

  |  2022 Proxy Statement    12

SENATOR

KELLY A. AYOTTE

Former United States Senator for the State of New Hampshire

Qualifications:

Former Senator Ayotte provides significant leadership experience and expertise in the areas of public policy, government and the law.

Professional Business Experience:

•  Represented New Hampshire in the United States Senate from 2011 to 2016; chaired the Armed Services Subcommittee on Readiness and the Commerce Subcommittee on Aviation Operations; and served on the Budget, Homeland Security and Governmental Affairs, Small Business and Entrepreneurship, and Aging Committees

•  New Hampshire’s first female Attorney General from 2004 to 2009 appointed by Republican Governor Craig Benson and reappointed twice by Democratic Governor John Lynch

•  Various positions with the State of New Hampshire from 1998 to 2004, including, Deputy Attorney General, Chief of the Homicide Prosecution Unit and Legal Counsel to Governor Craig Benson

•  Former associate at the McLane Middleton law firm and law clerk to the New Hampshire Supreme Court

•  Director of The Blackstone Group, Inc. since May 2019, Caterpillar Inc. since August 2017 and News Corporation since April 2017

•  Director of Blink Health LLC and BAE Systems, Inc., each a private company board

•  Former director of Bloom Energy Corporation from 2017 to 2019

•  Member of advisory boards of Microsoft Corporation, Chubb Insurance and Cirtronics Corporation

Other Leadership Experience, Community Involvement and Education:

•  Senior Advisor for Citizens for Responsible Energy Solutions

•  Member of the non-profit boards of the One Campaign, the International Republican Institute, the McCain Institute, Swim with a Mission, Winning for Women and Veterans Count of New Hampshire

•  Member of the Board of Advisors for the Center on Military and Political Power at the Foundation for Defense of Democracies

•  Graduated with honors from the Pennsylvania State University and received a JD from the Villanova University School of Law

Director since: May 2018

Age: 53

Independent

Current Board Committees:

•  Compensation (Chair)

•  NCG

Other Public Company Boards:

•  Current: The Blackstone Group, Inc., Caterpillar Inc. and News Corporation

•  Former (past 5 years): Bloom Energy Corporation

BRUCE W.

DUNCAN

Former President and Chief Executive Officer of CyrusOne Inc.

Qualifications:

Mr. Duncan provides more than 30 years of diverse real estate management and investment experience, including as a chief executive officer and a director of other publicly traded companies.

Professional Business Experience:

•  Former President, Chief Executive Officer and director of CyrusOne Inc., a real estate investment trust (“REIT”) that develops, owns, operates and invests in data centers, from July 2020 to July 2021

•  Various positions at First Industrial Realty Trust, Inc., an industrial REIT, including Chairman of the Board from January 2016 and director from January 2009 until retiring from both positions in July 2020; President and Chief Executive Officer from January 2009 until he stepped down as President in September 2016 and retired as Chief Executive Officer in November 2016

•  Former Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), a leading worldwide hotel and leisure company, from May 2005 until its acquisition by Marriott International, Inc. in September 2016; director of Starwood from 1999 to September 2016; interim Chief Executive Officer of Starwood from April 2007 to September 2007

•  Trustee of Starwood Hotels & Resorts, a REIT and former subsidiary of Starwood, from 1995 to 2006

•  Director of the mutual funds sponsored and managed by T. Rowe Price Associates, Inc. since September 2013

•  Senior Advisor to Kohlberg Kravis Roberts & Co. (“KKR”), a global investment firm, since 2018; previously senior advisor to KKR from July 2008 to January 2009

•  Director of Marriott International, Inc., the world’s largest hotel company, from September 2016 to July 2020

•  Various positions at Equity Residential, one of the largest publicly traded apartment REITs in the United States, from March 2002 to December 2005, including:

›  Chief Executive Officer and Trustee from May 2005 to December 2005,

›  President, Chief Executive Officer and Trustee from January 2003 to May 2005, and

›  President and Trustee from March 2002 to December 2002

•  Chairman, President and Chief Executive Officer of Cadillac Fairview Corporation, one of North America’s largest owners and developers of retail and office properties, from December 1995 to March 2000

Other Leadership Experience, Community

Involvement and Education:

•  Life Trustee of Rush University Medical Center in Chicago

•  Former member of the Executive Committee of the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”)

•  Former member of the Executive Committees of the Board of the Canadian Institute for Public Real Estate Companies (CIPREC) and the National Multi-Housing Council (NMHC)

•  Former trustee of the International Council of Shopping Centers (ICSC)

•  Received a BA in Economics from Kenyon College and an MBA in Finance from the University of Chicago

Director since: May 2016

Age: 70

Independent

Current Board Committees:

•  Audit

•  NCG

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): CyrusOne Inc., First Industrial Realty Trust, Inc. and Marriott International, Inc.

  |  2022 Proxy Statement    14

CAROL B.

EINIGER

President of Post Rock Advisors, LLC

Qualifications:

Ms. Einiger provides more than 40 years of experience as an investment banker and investment advisor, during which time she has gained significant expertise in the operation of public and private debt and equity capital markets and the evaluation of investment opportunities.

Professional Background:

•  President of Post Rock Advisors, LLC, a private family investment office, since June 2018

•  Senior Advisor at Roundtable Investment Partners LLC, a registered investment advisory firm, from January 2017 to June 2018

•  Founder and President of Post Rock Advisors, LLC, a registered investment advisory firm, from 2005 to 2016

•  Chief Investment Officer of The Rockefeller University, with responsibility for the management of the University’s endowment, from 1996 to 2005

•  Chief Financial Officer and Acting President of the Edna McConnell Clark Foundation from 1992 to 1996

•  Managing Director at Wasserstein Perella & Co. from 1989 to 1992

•  Visiting Professor and Executive-in-Residence at Columbia Business School from 1988 to 1989

•  Managing Director, Head of the Capital Markets Department and various positions at The First Boston Corporation from 1973 to 1988

•  Previously at Goldman, Sachs & Co. from 1971 to 1972

Other Leadership Experience, Community

Involvement and Education:

•  Trustee and member of the Investment Committee, Albert Einstein College of Medicine

•  Chair of the Executive Council, Montefiore Einstein Cancer Center

•  Member of the Investment Committee, JPB Foundation

•  Former Director and Chair of the Investment Committee, UJA-Federation of New York

•  Former Trustee and member of the Investment Committees of the University of Pennsylvania, the Lasker Foundation and Horace Mann School

•  Former Vice Chair of the Investment Committee of The Museum of Modern Art

•  Former member of the Board of Overseers, Columbia Business School

•  Former member of the Advisory Board of Blackstone Alternative Asset Management

•  Former Director, Credit Suisse First Boston (USA) and the New York Stem Cell Foundation

•  Recipient of numerous awards, including the Alumni Award of Merit of the University of Pennsylvania, the Columbia Business School Distinguished Alumna Award, the AJC National Human Relations Award, the Anti-Defamation League Woman of Achievement Award and the Catalyst Award for Corporate Leadership

•  Received a BA from the University of Pennsylvania and an MBA with honors from Columbia Business School

Director since: May 2004

Age: 72

Independent

Current Board Committees:

•  Compensation

•  NCG

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

DIANE J. HOSKINS

Co-Chair and Co-Chief Executive Officer of M. Arthur Gensler Jr. & Associates, Inc.

Qualifications:

Ms. Hoskins has more than 30 years of architecture, design, real estate and business experience, including as a chief executive officer of a global brand. During this time, she has gained extensive leadership, strategic planning, financial stewardship and organizational development experience, as well as a deep understanding of markets and clients, including their current and future space needs and insight into how companies envision their workspaces of the future.

Professional Background:

•  Co-Chair since 2021 and Co-CEO since 2005 of M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”), the world’s largest architecture, design, and planning firm where Ms. Hoskins has broad responsibility for overseeing the company’s global platform and managing its day-to-day operations, including more than 5,000 employees networked across 48 offices in the Americas, Europe, Asia, and the Middle East

•  Chair of the Gensler Board of Directors from 2018 to 2021 and a director of Gensler since 2004

•  Various positions at Gensler since 1995, including Southeast Regional Managing Principal and Managing Director of the Washington, DC office

•  Founded the Gensler Research Institute in 2005 to generate new knowledge and develop a deeper understanding of the connection between design, business and the human experience

•  Senior Vice President of A. Epstein & Sons Architecture and Engineering from 1990 to 1994

•  Development Analyst at Olympia & York from 1987 to 1990

•  Architect Designer at Gensler from 1983 to 1985

•  Architect at Skidmore Owings & Merrill from 1980 to 1983

Other Leadership Experience, Community

Involvement and Education:

•  Member of the World Economic Forum’s Global Future Council on Cities & Urbanization and the CEO Initiative by Fortune and Time

•  Fellow of the American Institute of Architects, Global Board Member of the Urban Land Institute, Board Member of the Washington Board of Trade and member of several organizations, including the Economic Club of Washington, DC

•  Serves on the Visiting Committee of the School of Architecture at the Massachusetts Institute of Technology (MIT) and the Board of Advisors of the University of California, Los Angeles (UCLA) Anderson School of Management

•  Ms. Hoskins has been honored by several organizations for her work, including the Spirit of Life Award from City of Hope and the Outstanding Impact Award from the Council of Real Estate Women

•  Inducted into the Washington Business Hall of Fame in 2016, and co-ranked on the Business Insider’s 100 “Creators” list, a who’s who of the world’s 100 top creative visionaries

•  Ms. Hoskins is sought after by the media to share her expertise in many top tier media outlets, including The Wall Street Journal, The New York Times, Harvard Business Review, Fortune, Business Insider, Financial Times, Bloomberg TV, and global architecture and design trade publications

•  Frequent speaker at premier conferences, including the Bloomberg Business/CEO Summit, the Economist Human Potential Conference, and the Wall Street Journal Future of Cities Conference; was a featured panelist at the UN Climate Summit in the fall of 2019

•  Graduated from MIT and holds an MBA from the Anderson Graduate School of Management at UCLA

Director since:

May 2019

Age: 64

Independent

Current Board Committees:

•  Sustainability (Chair)

•  NCG

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

  |  2022 Proxy Statement    16

MARY E. KIPP

President & Chief Executive Officer of Puget Sound Energy, Inc.

Qualifications:

Ms. Kipp has extensive executive and leadership experience with public companies in the energy services industry, particularly in implementing the transition to supplying 100% clean electricity. As a resident in the Company’s newest market of Seattle, she adds a geographically diverse perspective to the Board.

Professional Background:

•  President, Chief Executive Officer and a director of both Puget Energy, Inc. (“PEI”), an energy services holding company, and its wholly owned subsidiary, Puget Sound Energy, Inc. (“PSE”), the largest electric and natural gas utility in the State of Washington, since January 2020

•  Joined PEI and PSE as President in August 2019

•  President and Chief Executive Officer of El Paso Electric Company (“EPE”) from May 2017 to August 2019

•  Director of EPE from December 2015 to August 2019

•  Various positions at EPE from 2007 to 2019, including Chief Executive Officer from December 2015 to May 2017 and President from September 2014 to December 2015, Senior Vice President, General Counsel and Chief Compliance Officer and Vice President, Legal and Chief Compliance Officer

•  Former prosecuting attorney for the Federal Energy Regulatory Commission (FERC)

•  Former attorney for El Paso Natural Gas Company and Greenberg Traurig, LLP

•  Director of Landis+Gyr from June 2018 to June 2019

Other Leadership Experience, Community

Involvement and Education:

•  Member of the Boards of Directors of Alliance to Save Energy and Energy Insurance Mutual

•  Co-chair of Edison Electric Institute’s Institute for Electric Innovation

•  Member of the Board of Trustees of Seattle University

•  Former Chair of Smart Electric Power Alliance and Borderplex Alliance

•  Former Deputy Chair of the Federal Reserve Bank of Dallas

•  Former member of the executive committee of the Texas Business Leadership Council

•  Received a BA from Williams College and a JD from The University of Texas School of Law, and is an alumnus of Exeter College, Oxford University

Director since: December 2021

Age: 54

Independent

Current Board Committees:

•  Audit

•  Sustainability

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): El Paso Electric Company and Landis+Gyr

DOUGLAS T.

LINDE

President of Boston Properties, Inc.

Qualifications:

Mr. Linde has more than 37 years of experience in the real estate industry, including as our President and former Chief Financial Officer, during which time he gained extensive knowledge of the real estate industry, capital markets and real estate finance, as well as substantial experience in transactional, operational and accounting matters.

Professional Background:

•  President of Boston Properties, Inc. since May 2007

•  Mr. Linde joined BXP in January 1997 as Vice President of Acquisitions and New Business to help identify and execute acquisitions and to develop new business opportunities; served as Senior Vice President for Financial and Capital Markets from October 1998 to January 2005, Chief Financial Officer and Treasurer from September 2000 to November 2007, and Executive Vice President from January 2005 to May 2007

•  President of Capstone Investments, a Boston real estate investment company, from 1993 to 1997

•  Project Manager and Assistant to the Chief Financial Officer at Wright Runstad and Company, a private real estate developer in Seattle, WA, from 1989 to 1993

•  Began his career in the real estate industry with Salomon Brothers’ Real Estate Finance Group

Other Leadership Experience, Community

Involvement and Education:

•  Trustee of the Beth Israel Lahey Health Board of Trustees

•  Director Emeritus of the Board of Directors of Beth Israel Deaconess Medical Center (“BIDMC”) and co-chair of the BIDMC capital campaign

•  Member of the Real Estate Roundtable

•  Former Director of the Boston Municipal Research Bureau and Jobs for Massachusetts

•  Former Member of the Urban Studies and Planning Visiting Committee at MIT

•  Trustee Emeritus of the Wesleyan University Board of Trustees

•  Received a BA from Wesleyan University and an MBA from Harvard Business School

Director since: January 2010

Age: 58

Current Board Committees:

•  Sustainability

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

  |  2022 Proxy Statement    18

MATTHEW J.

LUSTIG

Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co.

Qualifications:

Mr. Lustig has worked in the real estate industry for more than 35 years, during which time he has gained extensive experience providing strategic and financial advice and transaction execution to clients and their boards of directors, including leading real estate companies, and investing in real estate companies and assets as a principal.

Professional Background:

•  Chairman of North America Investment Banking at Lazard Frères & Co. (“Lazard”), the investment bank, since 2019, and Head of North America Investment Banking from 2012 to 2019, with responsibility for the management of a range of Financial Advisory/Investment Banking businesses

•  Head of Real Estate & Lodging at Lazard, a position he has held for more than 20 years. In recent years, Mr. Lustig has played an active role in more than $400 billion of advisory assignments and transactions involving leading real estate and lodging companies in the public and private markets

•  Former Chief Executive Officer of the real estate investment business of Lazard and its successors, where he oversaw multiple funds with more than $2.5 billion of equity capital invested in REITs and real estate operating companies

•  Director of Ventas, Inc., a REIT with a portfolio of senior housing, research and innovation, and healthcare properties, since May 2011

•  Former Chairman of Atria Senior Living Group, Inc., until it was acquired by Ventas in May 2011

•  Former director of several other public and private fund portfolio REITs and companies

Other Leadership Experience, Community

Involvement and Education:

•  Member of the Real Estate Roundtable, the Urban Land Institute, the Pension Real Estate Association (former Board and Executive Committee member) and the Council on Foreign Relations

•  Member of the Real Estate centers at the business schools of Wharton/UPenn (former Chairman of the Advisory Board) and Columbia University

•  Member of the Board of Advisors at the School of Foreign Service at Georgetown University

•  Received a BSFS from Georgetown University

Director since: January 2011

Age: 61

Independent

Current Board Committees:

•  NCG (Chair)

•  Sustainability

Other Public Company Boards:

•  Current: Ventas, Inc.

•  Former (past 5 years): None

OWEN D. THOMAS

Chief Executive Officer of Boston Properties, Inc.

Qualifications:

Mr. Thomas is a recognized leader in the real estate industry with more than 33 years of executive leadership, strategic planning, management experience and international experience, as well as substantial experience in financial and capital markets.

Professional Background:

•  Chief Executive Officer and a director of Boston Properties, Inc. since April 2013

•  Member of the Board of Directors of Lehman Brothers Holdings Inc. (“LBHI”) since March 2012; Chairman of the Board of LBHI from March 2012 until March 2013

•  Various positions at Morgan Stanley from 1987 to 2011, including Chief Executive Officer of Morgan Stanley Asia Ltd., President of Morgan Stanley Investment Management, Head of Morgan Stanley Real Estate and Managing Director

•  Member of Morgan Stanley’s Management Committee from 2005 to 2011

•  Director of Grosvenor Group Limited from 2011 to 2013

Other Leadership Experience, Community

Involvement and Education:

•  Director and former Global Chairman of the Urban Land Institute

•  Director of the Real Estate Roundtable

•  Member of the Executive Board of Nareit

•  Member, The Economic Club of New York

•  Member and former Chairman of the Pension Real Estate Association

•  Chair-elect and Trustee of Woodberry Forest School

•  Former Director of the University of Virginia Investment Management Company

•  Received a BS in Mechanical Engineering from the University of Virginia and an MBA from Harvard Business School

Our Board agreed to nominate Mr. Thomas for re-election to the Board of Directors for so long as he remains CEO, and he has agreed to resign from the Board upon termination of employment.

Director since: April 2013

Age: 60

Current Board Committees:

•  Sustainability

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

  |  2022 Proxy Statement    20

DAVID A.

TWARDOCK

Former President of Prudential Mortgage Capital Company, LLC

Qualifications:

Mr. Twardock has more than 35 years of experience in the real estate finance industry, during which time he has overseen the lending and asset management of billions of dollars of commercial mortgages and other real estate debt financing and the management and disposition of billions of dollars of real estate equity. As such, he provides keen insights with respect to important capital sources for us.

Professional Background:

•  Former President of Prudential Mortgage Capital Company, LLC, the real estate finance affiliate of Prudential Financial, Inc., from December 1998 to March 2013, which had more than $70 billion in assets under management and administration as of December 31, 2012 and annually loaned billions of dollars in real estate debt financings

•  Various positions with Prudential relating to real estate equity and debt from 1982 to December 1998, including as Senior Managing Director of Prudential Realty Group from 1996 to November 1998

•  Member of the advisory board of LBA Realty

•  Private investor in multiple real estate partnerships

•  Director of Morgan Stanley Bank, N.A. from 2015 through 2018

•  Member of the advisory board of Blue Vista Capital Management from 2015 to 2020

Other Leadership Experience, Community

Involvement and Education:

•  Member of the Urban Land Institute and the Economics Club of Chicago

•  Former director of the Real Estate Roundtable and former Chairman of the Real Estate Roundtable Capital Markets Committee

•  Received a BS in Civil Engineering from the University of Illinois and an MBA in Finance and Behavioral Science from the University of Chicago

Director since: May 2003

Age: 65

Independent

Current Board Committees:

•  Audit (Chair)

•  Compensation

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

WILLIAM H.

WALTON, III

Co-Founder and Managing Member of Rockpoint Group, LLC

Qualifications:

Mr. Walton has more than 40 years of real estate investment, development and executive experience, as well as having served as a director of several public and private companies.

Professional Background:

•  Co-Founder and Managing Member of Rockpoint Group, LLC (“Rockpoint”), a global real estate investment management firm, where Mr. Walton is responsible for the overall operations and management of Rockpoint, as well as overseeing the origination, structuring and asset management of all of Rockpoint’s investment activities; since 1994, the Rockpoint founding managing members have invested in approximately $70 billion of real estate

•  Co-founder of Westbrook Real Estate Partners, LLC (“Westbrook”), a real estate investment management firm

•  Managing director in the real estate group of Morgan Stanley & Co., Inc. prior to co-founding Westbrook

•  Director of Dream Finders Homes, Inc., a publicly traded residential building company since, January 2021, and FRP Holdings, Inc., a publicly traded real estate investment and development company, since February 2015

•  Director of Crow Holdings, a privately owned real estate and investment firm, since December 2007

•  Former trustee of Corporate Office Properties Trust and former director of Florida Rock Industries and The St. Joe Company

Other Leadership Experience, Community

Involvement and Education:

•  Involved with several real estate industry organizations

•  Director, trustee or advisory board member of several non-profit organizations, with a particular interest in educational and policy entities, including the American Enterprise Institute, the Jacksonville University Public Policy Institute, the University of Florida Investment Corporation, as well as Princeton University’s Andlinger Center for Energy and the Environment, Griswold Center for Economic Policy Studies, Mpala Research Center and Art Museum

•  Former member of the boards of Communities in Schools, the Episcopal School of Jacksonville, KIPP Jacksonville Schools, Princeton University and Princeton University Investment Company

•  Received an AB from Princeton University and an MBA from Harvard Business School

Director since: May 2019

Age: 70

Independent

Current Board Committees:

•  Compensation

Other Public Company Boards:

•  Current: Dream Finders Homes, Inc., FRP Holdings, Inc.

•  Former (past 5 years): None

  |  2022 Proxy Statement    22

The relationship does not preclude a finding of independence under Sections 303A.02(b) of the NYSE Listed Company Manual (the “NYSE Disqualifying Rules”); and

The relationship does not involve any of the following, whether currently existing or occurring since the end of the last fiscal year or during the past three fiscal years:

a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity that has made during any of such fiscal years, or proposes to make during the Company’s current fiscal year, payments to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company for property or services in excess of five percent (5%) of: (i) the Company’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entity’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year);

a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity to which the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company has made during any of such fiscal years, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of five percent (5%) of: (i) the Company’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entity’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year);

a director or an immediate family member of the director being an officer, director or trustee of a charitable organization where the annual discretionary charitable contributions of the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in any single year to the charitable organization exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues for the fiscal year;

a director or an immediate family member of a director being indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of $120,000;

a director being an executive officer, partner or greater than 10% equity owner of an entity, or being a trustee or a substantial beneficiary of a trust or estate, indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of the greater of $120,000 or 5% of such entity’s total consolidated assets, or to whom the Company or an entity controlled by an executive officer of the Company is indebted (other than with respect to (i) any publicly traded debt securities of the Company or such entity or (ii) non-recourse loans secured by real estate where both the lender and the Company or such entity intend for the lender to transfer all right to, and control over, the loan within 12 months and the documentation includes customary provisions for loans targeted at the commercial mortgage backed securities (CMBS) or collateralized debt obligation (CDO) markets) in an amount in excess of 5% of the Company’s or such entity’s total consolidated assets;

a transaction or currently proposed transaction (other than relating to the ownership of securities), which involved or involves the direct or indirect payment in a single year of in excess of $120,000 from the Company,

an executive officer of the Company or an entity controlled by an executive officer of the Company to a director or an immediate family member of a director;

a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity that has a co-investment or is a joint venture partner with the Company where the amount of the entity’s equity investment in any single year exceeds the greater of $1 million or 2% of the total consolidated assets of the entity; or

a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity (other than the Company) in which an executive officer of the Company or an entity controlled by an executive officer of the Company is an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of the entity.

9 of 11

BXP Directors

are Independent

›

› Kelly A. Ayotte

› Diane J. Hoskins

› Matthew J. Lustig

› Bruce W. Duncan

› Mary E. Kipp

› David A. Twardock

› Carol B. Einiger

› Joel I. Klein

› William H. Walton, III

  |  2022 Proxy Statement    24

the name and address of record of the securityholder;

a representation that the securityholder is a record holder of our securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Securities Exchange Act of 1934, as amended (the ”Exchange Act”);

the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate;

a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time;

a description of all arrangements or understandings between the securityholder and the proposed director candidate;

the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and

any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission (“SEC”).

the candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;

the candidate must be highly accomplished in his or her respective field, with superior credentials and recognition;

the candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards;

the candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the candidate may serve;

the candidate’s principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a director’s responsibilities to us and our stockholders; and

to the extent the candidate serves or has previously served on other boards, the candidate must have a history of actively contributing at board meetings.

a majority of the Board of Directors will be “independent” as defined by the NYSE rules;

each of its Audit, Compensation and NCG Committees will be comprised entirely of independent directors; and

at least one member of the Audit Committee will have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.

whether the candidate has direct experience in the real estate industry or in the markets in which we operate; and

whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

  |  2022 Proxy Statement    26

  ›

the independent directors
shall select an independent
director to serve as

Lead Independent Director

  ›

  ›

  |  2022 Proxy Statement    28

•  Approving information sent to the Board

•  Approving Board meeting agendas and schedules to assure sufficient time for all agenda items

•  Coordinating the work of each committee with the activities of the full Board

•  Calling meetings of the independent directors and special meetings of the Board, as necessary

•  Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of independent directors

•  Attending meetings of Board committees regularly

•  Working with the CEO and the Chair of the NCG Committee to provide strategic direction on all Board and governance matters

•  Serving as liaison between the CEO and the independent directors

•  Working with the CEO on matters of strategic importance to the Board and the Company

•  Ensuring that he/she is available, if requested by major investors, for direct consultation and communication

•  Working with the Compensation Committee to establish and review annual and long-term goals for assessing performance and to evaluate the performance of the CEO

•  Conducting bi-annual interviews with individual directors regarding individual contributions and overall Board composition and planning

•  Independently reviewing with the CEO the Company’s succession plan for executive officers

•  Encouraging and facilitating active participation of all directors

Number of Meetings and Attendance. Our Board of Directors met eight (8) times during 2021. Each incumbent director attended at least 75% of the aggregate of (x) the total number of meetings of our Board of Directors in 2021 held during the period for which he or she was a director and (y) the total number of meetings in 2021 of all committees of our Board of Directors on which the director served during the periods that he or she served.

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 2021 annual meeting of stockholders.

Meetings of Non-Management Directors. Directors who qualify as “non-management” within the meaning of the rules of the NYSE meet on a regular basis in executive sessions without management participation. The executive sessions occur after each regularly scheduled meeting of our entire Board and at such other times that the non-management directors deem appropriate, and they are chaired by our independent 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.

8

Board meetings in 2021

100%

attendance at the

2021 Annual Meeting

In the aggregate, during 2021, our directors attended more than 98% of the total number of Board meetings and meetings of committees on which they served.

identifies the collective mix of desired skills, experience, knowledge, diversity and independence for our Board of Directors, taken as a whole, and identifies potential opportunities for enhancement in one or more of those areas;

considers each current director’s experience, skills, principal occupation, reputation, independence, age, tenure, committee membership and diversity (including geography, gender and ethnicity); and

considers the results of our Board and committee self-evaluations, as well as feedback received from the bi-annual interviews of each director by our Chairman of the Board or Lead Independent Director, as applicable (see “— Board and Committee Evaluations” below).

  |  2022 Proxy Statement    30

Topics considered during the Board and committee evaluations include:

Board and Committee Operations

•  Board and committee membership, including independence, director skills, background, expertise and diversity

•  Board rotation and succession

•  Proper scope of each committee’s authority and responsibilities

•  Process for director nominations

•  Number and conduct of meetings, including time allocated for, and encouragement of, candid dialogue and executive sessions

•  Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions

•  Culture

Board Performance

›

•  Strategic oversight

•  Risk oversight

›  Financial

›  Cyber Attacks and Intrusions

›  ESG

•  Identification of topics that should receive more attention and discussion

•  Management succession

Committee Performance

›

•  Performance of committee duties under its charter

•  Effectiveness of outside advisors

Kelly A. Ayotte

Bruce W. Duncan

Carol B. Einiger

Diane H. Hoskins

Mary E. Kipp

Joel I. Klein⁽¹⁾

Douglas T. Linde

Matthew J. Lustig

Owen D. Thomas

David A. Twardock

William H. Walton

Number of Meetings in 2021

   Committee Chair

  Committee Member

 Audit Committee Financial Expert

As Chairman, Mr. Klein serves ex officio as a member of each of the Board’s committees.

  |  2022 Proxy Statement    32

Members:

David A. Twardock (Chair)

Bruce W. Duncan

Mary E. Kipp^*

Number of Meetings in

2021: 8

Financial Expertise: Our Board of Directors determined that each of Ms. Kipp and Messrs. Duncan and Twardock qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC.

*Ms. Kipp was appointed to the Audit Committee on December 20, 2021.

The Audit Committee’s responsibilities include:

•  sole authority to appoint, retain, terminate and determine the compensation of our independent registered public accounting firm;

•  reviewing with our independent registered public accounting firm the scope and results of the audit engagement;

•  approving professional services provided by our independent registered public accounting firm;

•  reviewing the independence of our independent registered public accounting firm;

•  overseeing the planning and conduct of our annual risk assessment;

•  overseeing our cyber security risk management;

•  evaluating the Company’s internal audit function and reviewing the internal audit plan; and

•  performing such other oversight functions as may be requested by our Board of Directors from time to time.

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 117.

Members:

Kelly A. Ayotte (Chair)

Carol B. Einiger

David A. Twardock

William H. Walton, III

Number of Meetings in

2021: 8

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 incentive-based compensation plans and equity-based plans;

•  reviewing and making recommendations to the full Board of Directors regarding the compensation of non-employee directors; and

•  performing other functions and duties deemed appropriate by our Board of Directors.

Each member of the Compensation 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 approves all equity awards for all employees and has delegated limited authority to the CEO to make equity grants to employees who are not executive officers.

In 2021, the Compensation Committee engaged 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 is included under “Compensation Discussion and Analysis” beginning on page 58.

The Compensation Committee Report is included in this proxy statement on page 92.

  |  2022 Proxy Statement    34

Members:

Matthew J. Lustig (Chair)

Kelly A. Ayotte

Bruce W. Duncan

Carol B. Einiger

Diane J. Hoskins

Number of Meetings in

2021: 4

The NCG 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 is 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 may be requested by our Board of Directors from time to time.

The NCG Committee is also responsible for annually reviewing our Corporate Governance Guidelines and recommending any changes to our Board of Directors. These Corporate Governance Guidelines provide that the NCG Committee, together with our CEO, is responsible for coordinating succession planning by our Board of Directors. A copy of the Corporate Governance Guidelines is available on our website at http://investors.bxp.com/governance-guidelines.

Each member of the NCG Committee is an independent director as that term is defined in the rules of the NYSE.

Members:

Diane J. Hoskins (Chair)

Mary E. Kipp*

Douglas T. Linde

Matthew J. Lustig

Owen D. Thomas

Number of Meetings in

2021: 2

*Ms. Kipp was appointed to the Sustainability Committee on December 20, 2021.

The Board of Directors established the Sustainability Committee on March 18, 2021. Under its charter 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 sustainability objectives and its strategy;

•  periodically reviewing legal, regulatory and compliance matters that may have a material impact on the implementation of the Company’s sustainability objectives, and making recommendations to our Board and management, as appropriate, with respect to the Company’s response to such matters;

•  assisting our Board in fulfilling its oversight responsibility by identifying, evaluating and monitoring the environmental and climate trends, issues, risks and concerns that affect or could affect the Company’s business activities and performance;

•  advising our Board on significant stakeholder concerns related to sustainability; and

•  performing such other functions as may be requested by our Board of Directors from time to time.

  |  2022 Proxy Statement    36

BOARD OF DIRECTORS

  Our Board of Directors administers its risk oversight function through:

›  Regular periodic reports from management on material risks that we face, including, among others:

›  Required approval by our Board of Directors (or a committee thereof) of significant transactions and other matters, including, among others:

›  market conditions

›  tenant concentrations, credit worthiness and possible tenant bankruptcies

›  leasing activity and expected expirations

›  the status of development projects

›  compliance with debt covenants and credit ratings

›  management of debt maturities and interest-rate risk

›  access to debt and equity capital markets

›  existing and potential legal claims

›  environmental, social and governance risks

›  potential cyber-attacks and intrusions

›  public health crises, pandemics and epidemics

›  succession planning

›  acquisitions and dispositions of properties

›  development and redevelopment projects

›  new borrowings, refinancings and guarantees of debt, and the use of hedging instruments to manage interest-rate risk

›  the appointment of all officers

›  the compensation of executive officers

›  transactions with related persons and conflicts of interest

›  Reports from the Audit, Compensation, NCG and Sustainability Committees, and other committees that may be established from time to time, on matters delegated to them

›  Reports from outside advisors and consultants, including ESG, climate-risk, legal, accounting and tax professionals, regarding various areas of potential risk

BOARD COMMITTEES

Our Board of Directors uses its committees to assist in risk oversight as follows:

The Audit Committee oversees risks related to:

•  the integrity of our financial statements and internal control over financial reporting;

•  compliance with GAAP and the use of estimates and judgments;

•  our use of non-GAAP financial measures;

•  cyber security;

•  REIT compliance;

•  pending and threatened litigation, legal and regulatory requirements, and insurance;

•  the performance of our internal audit function;

•  the independence and performance of our independent auditors; and

•  our anti-fraud program.

The Compensation Committee oversees risks related to:

•  our ability to attract, retain and motivate our executive officers;

•  the use of compensation practices and plans to align the interests of our executives with our stockholders; and

•  the influence of incentive compensation on excessive risk-taking.

For more information, see “Compensation Discussion and Analysis — IV. Other Compensation Policies — Assessment of Compensation-Related Risks” on page 91.

The NCG Committee oversees risks related to:

•  the composition, leadership and independence of the Board and its committees;

•  the general operations of the Board;

•  the process of conducting the annual Board and committee self-evaluations and bi-annual interviews;

•  our compliance with our Corporate Governance Guidelines and applicable laws and regulations, including applicable rules of the NYSE; and

•  policies with respect to the consideration of director candidates recommended by stockholders.

The Sustainability Committee oversees risks related to:

•  environmental and climate action and resilience trends and issues;

•  our progress in achieving our sustainability goals and initiatives; and

•  regulatory compliance matters that may impact our sustainability objectives.

Audit Committee Role in Risk Assessment. The Audit Committee oversees an annual risk assessment designed to identify and analyze risks to achieving BXP’s business objectives. The results of the risk assessment are used to develop BXP’s annual internal audit plan.

  |  2022 Proxy Statement    38

Code of Business Conduct and Ethics (the “Code of Ethics”) — available on our website at http://investors.bxp.com/code-conduct-and-ethics

Corporate Governance Guidelines — available on our website at http://investors.bxp.com/governance-guidelines

Policy on Company Political Spending — available on our website at http://investors.bxp.com/policy-political-spend

Communicate with any of our directors or the Board of Directors as a group:

Name(s) of Director(s)/Board of Directors of Boston Properties, Inc.

c/o Compliance Officer

Boston Properties, Inc.

800 Boylston Street, Suite 1900

Boston, Massachusetts 02199-8103

Non-Management Directors of Boston Properties, Inc.

c/o Compliance Officer

Boston Properties, Inc.

800 Boylston Street, Suite 1900

Boston, Massachusetts 02199-8103

Communicate with our Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters:

Follow any of the “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 Policies” 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

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).

  |  2022 Proxy Statement    40