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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
 
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Soliciting Material Pursuant to
§240.14a-12
BOSTON PROPERTIES, INC.
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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LOGO

April 13, 2023

Dear Fellow BXP Stockholders,

 

LOGO   

The independent directors of BXP join Owen and Doug in inviting you to attend our 2023 Annual Meeting of Stockholders. We are delighted to hold the meeting in person, and this is the first time since becoming a public company in 1997 that we will hold the meeting in Boston. We hope to see you there.

 

I am honored that my independent director colleagues asked me to continue serving as BXP’s Lead Independent Director. In this role, I have the opportunity to work closely with the other directors to support BXP’s long-term strategy and provide independent risk oversight during this critical time for BXP. As we approach the 2023 Annual Meeting, rather than highlighting BXP’s financial and operational data that are

contained elsewhere in this proxy statement and our annual report, I want to take this opportunity to share with you some of the ways that the Board has worked together over the past year in areas that are important to you.

Board Composition and Process

As Lead Independent Director, one of my priorities is to work with our Nominating and Corporate Governance (“NCG”) Committee to help ensure that the Board as a whole is independent and equipped to oversee the risks and opportunities of BXP’s business. In this regard, the Board is committed to maintaining an appropriate balance between director retention and refreshment. We believe that substantial benefits result from a sustained focus on BXP’s business, strategy and industry over a period of time and that continuity on the Board is essential to its effectiveness. Because it takes time to acquire sufficient company-specific knowledge and because commercial real estate development is, by its nature, long-term, our Board values the experience and institutional knowledge of our longer-serving directors.

However, our Board also values refreshment and believes that turnover in Board membership provides an opportunity to add significant value through the input of fresh ideas, skills, experiences and knowledge, and by expanding the diversity of directors’ perspectives. This can be particularly beneficial as a company’s business strategy evolves, when it enters new markets or when it faces new challenges, each of which may require different knowledge or skills. As a result, our Board strives to balance these competing perspectives through careful succession planning.

Nomination of Tony West

Consistent with the principles outlined above, the Board is thrilled to announce the nomination of Tony West for election to BXP’s Board at our 2023 Annual Meeting. Tony currently serves as the Chief Legal Officer and Corporate Secretary of Uber, Inc., positions he has held since 2017, and he previously served as the Executive Vice President of Public Policy and Government Affairs, General Counsel and Corporate Secretary at PepsiCo. Before joining PepsiCo, the United States Senate twice confirmed Tony to serve as a senior official in the Obama Administration. From 2012 to 2014, Tony was the Associate Attorney General of the United States, the U.S. Department of Justice’s third-highest ranking official, where he supervised many of the department’s divisions, including the Civil Rights, Antitrust, Tax, Environment and Natural Resources, and Civil Divisions.

Tony will be a tremendous addition to BXP’s Board as we seek to benefit from his deep experience at the intersection of business and government, his executive experience in the technology industry and with risk management, and his unique perspective as BXP’s first director who principally lives and works in California. Tony’s

 

 

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nomination is the result of the NCG Committee’s continued focus on Board composition and insights provided through the Board’s annual self-evaluation process, which includes evaluations of the Board and each of its committees.

Retirement of David Twardock

While it is exciting to welcome a new director nominee to BXP, David Twardock will not be standing for re-election to the Board in 2023. David has served BXP honorably and with distinction since 2003. At different times during his tenure, David served on each of the Audit, Compensation and NCG Committees and chaired the Audit and Compensation Committees. He also played a key Board role in helping guide BXP through many strategic challenges, including the Great Financial Crisis, two CEO successions, the Covid-19 pandemic and the current uncertainty in the banking industry, among others. Although we will miss greatly David’s knowledge and perspectives, particularly as BXP’s longest-tenured independent director, we will miss seeing our good friend at BXP Board meetings even more. Despite David’s retirement, the Board is confident that Tony West and the other independent directors will continue providing the effective oversight that BXP’s investors demand and deserve. On behalf of the entire Board of Directors, it is with deep gratitude that we thank David for his many significant contributions to BXP. We wish him well in his future endeavors and we say to him, “Job well done.”

Oversight of Strategy and Risk

The Board’s role in overseeing and working with management to refine BXP’s strategy is among the Board’s most important responsibilities, and we continue to work closely with management on matters regarding BXP’s business, its performance and its long-term outlook. The Board sees an incredible opportunity for BXP to continue to be a leader in the evolving market for premier workplaces, and, in 2022, our Board and committee meetings regularly included consideration and discussion of significant business and organizational initiatives, investment trends and opportunities, capital allocation and financing strategies, trends in the use of office space, succession planning, appropriate goal setting for compensation targets, and sustainability and human capital management. The Board also stayed informed of enterprise risks, risks related to climate change, risks related to cyber intrusions and the security of our technology infrastructure, legal and regulatory matters, and public policy developments (including state and local tax laws).

2023 and Beyond

Ultimately, the Board confronts every issue and makes decisions with a view to long-term sustainable growth, even at the expense of short-term earnings. U.S. companies, including BXP, have endured volatile markets, economic slowdowns and recessions before, and with prudent management, we believe BXP will do so again. While none of us is content with BXP’s recent short-term stock price performance, the Board understands that this is not a reflection of the superb leadership and workforce that BXP employs. We are confident that, together, BXP’s Board and management team are charting the proper course for enhancing long-term shareholder value in BXP – whether in deciding in which markets to invest, which properties to own and which to sell, managing the balance sheet or setting the path to achieving its ESG goals, to name a few. And we will continue to do so while maintaining rigorous oversight of the risks we face.

 

 

On behalf of my fellow independent directors and the entire Board, thank you for your continued support and interest in BXP. We appreciate the opportunity to serve BXP on your behalf, and we look forward to hearing your views at the 2023 Annual Meeting and through our ongoing engagement with you.

Sincerely,

 

LOGO

Kelly A. Ayotte

Lead Independent Director

 

 

 

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LOGO

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

OF BOSTON PROPERTIES, INC.

 

 

Location:

 

Prudential Tower

800 Boylston Street, Suite 1900

Boston, Massachusetts 02199-8103

 

Date:

 

Tuesday, May 23, 2023

 

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 hold a non-binding, advisory vote on the frequency of holding the advisory vote on named executive officer compensation.

 

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, 2023.

 

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 29, 2023. 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.

      

Proxy Voting

Whether or not you plan to attend the meeting and vote your shares of common stock in person, we urge you to vote your shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided.

If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted.

Any proxy may be revoked at any time prior to its exercise at the annual meeting.

By Order of the Board of Directors,

 

LOGO

ERIC G. KEVORKIAN, ESQ.

Secretary

April 13, 2023

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 23, 2023. The proxy statement and our 2022 annual report to stockholders are available at www.proxyvote.com.

 

 

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  TABLE OF CONTENTS

 

 

     Proxy Summary           1
  1        Proposal 1: Election of Directors           7
     Nominees for Election         10
     Director Independence         21
     Consideration of Director Nominees         23
  2        Corporate Governance         25
     Board Leadership Structure         25
     Board and Committee Meetings         29
     Board Refreshment and Evaluations         30
     Board Committees         32
     Risk Oversight Framework         37
     Other Governance Matters         40
  3        Human Capital Management and Sustainability         43
     Human Capital Management         43
     Sustainability         46
  4        Executive Officers         51
  5        Principal and Management Stockholders         56
  6        Compensation of Directors         60
     Components of Director Compensation         60
     Deferred Compensation Program         61
     Director Stock Ownership Guidelines         61
     Director Compensation Table         62
  7        Compensation Discussion and Analysis         64
     Executive Summary         64
     Our Executive Compensation Program         68
     2022 Executive Compensation         72
     Determining Executive Compensation         91
     Other Compensation Policies         93
     Compensation Committee Report         98
  8        Compensation of Executive Officers         99
     Summary Compensation Table         99
     Grants of Plan-Based Awards in 2022       100
     Outstanding Equity Awards at 2022 Fiscal Year-End       102
     2022 Option Exercises and Stock Vested       104
     Nonqualified Deferred Compensation in 2022       104
     Employment Agreements       106
     Potential Payments Upon Termination or Change in Control       110
     Pay Ratio Disclosure       117
     Pay Versus Performance       119
  9        Proposal 2: Advisory Vote on Named Executive Officer Compensation       124
     Proposal       124
     Vote Required       124
  10        Proposal 3: Frequency of Advisory Vote on Named Executive Officer Compensation       125
     Proposal       125
     Vote Required       125
  11        Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm       126
     Proposal       126
     Fees to Independent Registered Public Accounting Firm       127
     Audit and Non-Audit Services Pre-Approval Policy       127
     Vote Required       127
               Audit Committee Report       128
  12        Other Matters       129
     Certain Relationships and Related Person Transactions       129
     Stockholder Nominations for Director and Proposals for the 2024 Annual Meeting of Stockholders       130
  13        Information About the Annual Meeting       132
     Notice of Internet Availability of Proxy Materials       132
     Purpose of the Annual Meeting       132
     Presentation of Other Matters at the Annual Meeting       132
     Stockholders Entitled to Vote       132
     Attending the Annual Meeting       132
     Quorum for the Annual Meeting       133
     How to Vote       133
     Revoking Proxy Instructions       134
     Accessing BXP’s Proxy Materials Electronically       134
     Householding       135
     Expenses of Solicitation       135
  A        Appendix A       A-1
     Disclosures Relating to Non-GAAP Financial Measures       A-1
 

 

 

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   PROXY SUMMARY

 

PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References to “we,” “us,” “our,” “BXP” and the “Company” in this proxy statement refer to Boston Properties, Inc. and references to “BPLP” and the “Operating Partnership” in this proxy statement refer to Boston Properties Limited Partnership, our operating partnership.

2023 ANNUAL MEETING INFORMATION

 

LOGO

 

Date and Time

  

LOGO

 

Location

  

LOGO

 

Record Date

Tuesday, May 23, 2023

9:00 a.m., Eastern Time

  

Prudential Tower

800 Boylston Street, Suite 1900

Boston, Massachusetts 02199-8103

   March 29, 2023

VOTING MATTERS AND RECOMMENDATIONS

 

          Board voting
recommendation
     Where to find
more information

Proposal 1

  Election of Eleven (11) Directors   LOGO   FOR each nominee      Page 7

Proposal 2

  Non-binding, Advisory Vote on Named Executive Officer Compensation   LOGO  

 

FOR

     Page 124

Proposal 3

  Non-binding, Advisory Vote on the Frequency of Holding the Advisory Vote on Named Executive Officer Compensation.  

EVERY YEAR

(“1 Year” on proxy card)

     Page 125

Proposal 4

  Ratification of Appointment of Independent Registered Public Accounting Firm  

 

LOGO

 

 

FOR

     Page 126

DIRECTOR SUCCESSION

Led by our Nominating and Corporate Governance (“NCG”) Committee, our Board of Directors (“Board”) remains focused on ensuring (1) a smooth transition when directors retire or otherwise leave our Board and (2) that the composition of our Board is systematically refreshed so that, taken as a whole, it has the desired mix of skills, experience, continuity, reputation and diversity relevant to our strategic direction and operating environment, as well as the knowledge, ability and independence to continue to deliver the high standard of governance and oversight expected by investors. For more information on this process, see “Corporate Governance – Board Refreshment and Evaluations” beginning on page 30 of this proxy statement.

Consistent with this approach, since 2016, our Board nominated, and our stockholders elected, six new directors, and our Board of Directors is delighted to nominate a new candidate Mr. Derek Anthony (Tony) West for election to our Board at the 2023 annual meeting of stockholders. Mr. David A. Twardock, a director of BXP since 2003, is not standing for re-election.

 

 

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      PROXY SUMMARY

 

BOARD NOMINEES

Following the recommendation of the NCG Committee, our Board of Directors nominated the following eleven (11) candidates for election as directors at the 2023 annual meeting of stockholders.

 

    

   Name

  Principal Occupation   Age(1)  

Director

Since

  Independent   Current Committee
Memberships
LOGO  

Owen D. Thomas

Chairman of the Board

  Chief Executive Officer of Boston Properties, Inc.   61   2013   LOGO  

 Sustainability

LOGO  

Kelly A. Ayotte

Lead Independent Director

 

Former United States Senator for the State of New Hampshire

 

  54   2018   LOGO  

ex officio(2)

LOGO  

Bruce W. Duncan(3)

  Former President and Chief Executive Officer of CyrusOne Inc.   71   2016   LOGO  

 Audit

 NCG

LOGO  

Carol B. Einiger

  President of Post Rock Advisors, LLC   73   2004   LOGO  

 Compensation(4)

 NCG

LOGO  

Diane J. Hoskins

 

 

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

  65   2019   LOGO  

 NCG

 Sustainability - Chair

LOGO

 

Mary E. Kipp(3)

  President & Chief Executive Officer of Puget Sound Energy   55   2021   LOGO  

 Audit(5)

 Sustainability

LOGO  

Joel I. Klein

  Chief Executive Officer of Retromer Therapeutics   76   2013   LOGO  

 Compensation - Chair

 NCG

LOGO  

Douglas T. Linde

  President of Boston Properties, Inc.   59   2010   LOGO  

 Sustainability

LOGO  

Matthew J. Lustig

 

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

 

  62   2011   LOGO  

 NCG - Chair

 Sustainability

LOGO  

William H. Walton, III

  Co-Founder and Managing Member of Rockpoint Group, LLC   71   2019   LOGO  

 Compensation

LOGO  

Derek Anthony (Tony) West

 

Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc.

 

  57   New
Nominee
  LOGO  

 N/A(6)

 

(1)

Ages are as of May 23, 2023, the date of the 2023 annual meeting.

 

(2)

As Lead Independent Director, Ms. Ayotte serves ex officio as a member of each of the Board’s committees.

 

(3)

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

 

(4)

Assuming her re-election to our Board of Directors at the 2023 annual meeting, the Board expects to appoint Ms. Einiger to the Audit Committee and that she would cease serving on the Compensation Committee.

 

(5)

Assuming her re-election to the Board of Directors at the 2023 annual meeting, the Board expects to appoint Ms. Kipp as the Chair of the Audit Committee.

 

(6)

Assuming his election to our Board of Directors at the 2023 annual meeting, the Board expects to appoint Mr. West to the Compensation Committee.

 

 

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   PROXY SUMMARY

 

SNAPSHOT OF 2023 BOARD NOMINEES

Presented below is a snapshot of the expected composition of our Board of Directors immediately following the 2023 annual meeting, assuming the election of the eleven (11) nominees named in this proxy statement. Our Board of Directors believes that, collectively, the nominees exhibit an effective mix of qualifications, experience, diversity and tenure. For comparison purposes, presented below are metrics on age, tenure and diversity for BXP and the constituents of the S&P 500 Index, of which BXP is a member. Data for the S&P 500 Index is based on the Spencer Stuart Board Index 2022.

 

 

 

LOGO

The following summarizes the qualifications and experience of the eleven (11) nominees for election as directors. For additional information, see “Proposal 1: Election of Directors – Nominees for Election” beginning on page 10 of this proxy statement.

 

 

LOGO

 

 

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       PROXY SUMMARY

 

GOVERNANCE HIGHLIGHTS

We are committed to strong corporate governance policies and practices that not only reflect regulatory requirements, New York Stock Exchange (“NYSE”) listing standards and broadly recognized governance practices, but also foster effective leadership and independent oversight by our Board of Directors. We intend for our governance policies and practices to help us execute our long-term strategy and believe such polices and practices are aligned with our stockholders’ interests.

 

Board Composition, Leadership & Independence

 

   

Stockholder Rights

 

 

  Ms. Ayotte currently serves as our Lead Independent Director and Mr. Thomas serves as Chairman and CEO

 

  Eleven (11) directors

 

  Nine (9) directors (82%) are independent

 

  On our current Board, four directors are women and one director is African American

 

  Of the seven, first-time nominees for director since 2016, four (57%) were women and two (29%) were African American

   

 

  Incorporated in Delaware

 

  The 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

 

Director Policies

 

   

Compensation

 

 

  Independent directors hold regular executive sessions

 

  Each Board committee is authorized to retain separate legal counsel and engage other third-party advisors in its sole discretion

 

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

 

  Annual self-evaluations for the Board and each committee conducted using written assessments or interviews of individual directors by our Lead Independent Director; process overseen by our NCG Committee

 

  Each director attended more than 75% of the meetings of the Board and committees on which he or she served in 2022; in the aggregate, our directors attended more than 97% of the total number of meetings held in 2022

 

   

 

  Approximately 90% of votes cast FOR our “Say-on-Pay” proposal at the 2022 annual meeting

 

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

 

  Stock ownership requirements for directors (5x annual retainer)

 

  Double-trigger vesting for time-based equity awards

 

  Compensation clawback policy

 

  Policy against new tax gross-up provisions

 

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

 

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

 

 

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    PROXY SUMMARY

 

SUSTAINABILITY

We strive to maintain and improve our sustainability performance across three pillars: climate action, climate resilience and social good. BXP is a widely recognized industry leader in sustainability. Our sustainability highlights include:

 

 

 

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

 

  Since 2018, BPLP has issued an aggregate of $4.3 billion of green bonds in five 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, the most ambitious designation available at the time of submission

 

  33.5 million square feet LEED certified, of which 94% 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

 

2022 Awards and Recognitions

 

 

 

  Ranked among the top real estate companies in the GRESB assessment, earning a seventh consecutive 5-Star rating; and an eleventh consecutive “Green Star” designation

 

  MSCI rating improved from A to AA, and Carbon Disclosure Project score improved from C to B

 

  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

 

 

  Named to the Dow Jones Sustainability Index (DJSI) North America for the second consecutive year; one of eight real estate companies that qualified and the only office REIT in the index, scoring in the 95th percentile of real estate companies assessed for inclusion

 

  Recipient of Nareit’s prestigious Leader in the Light Award

 

  Recognized by the U.S. Environmental Protection Agency as an ENERGY STAR Partner of the Year - Sustained Excellence Award Winner

 

  Recognized as an inaugural Platinum Level Green Lease Leader by the Institute for Market Transformation and the U.S. Department of Energy

 

 

 

 

 

LOGO

 

 

 

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       PROXY SUMMARY

 

HUMAN CAPITAL MANAGEMENT

 

 
Diversity, Equity & Inclusion Achievements in 2022

In 2022, we advanced the mission of BXP’s Diversity, Equity & Inclusion (“DEI”) Council, which is to promote diversity, equity, inclusion and transparency as part of our culture, decision-making practices and business activities, while also providing a mechanism for positive impact in the communities in which we operate. Notable actions and achievements in 2022 included the following:

 

  Conducted a two-part training for DEI Council members to enhance DEI leadership skills

 

  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).

 

  Commenced a new depository relationship with a Black-led bank and continued our relationship with a minority- and women-owned bank

 

   

  Advanced diversity in the BXP workforce:(1)

 

New Hires:

 

 39% ethnically diverse

 

 57% women

 

Total Workforce:(2)

 

 4.5% increase in ethnically diverse employees

 

 2% increase in women employees

 

Officer Level:(2)

 

 6.5% increase in ethnically diverse officers

 

 9% increase in women officers

The following is a snapshot of the diversity of our workforce as of December 31, 2022:

 

 

Total Workforce(1)(3)

 

   

 

Managers & Above(3)

 

 

LOGO

   

 

 

LOGO

 

 

Employee Engagement & Education

 

  Continued cultural awareness education for the BXP workforce through interactive DEI event offerings and educational content regarding cultural holidays and awareness months

 

  Launched DEI Council page on BXP’s internal portal that provides DEI resources and announces future events and initiatives

 

     

  Launched three Employee Resource Groups (“ERGs”) designed to connect employees who have similar backgrounds and shared experiences with the goal of working with BXP on diversity, equity and inclusion

 

(1)

Excludes union employees for which the unions control primary aspects of the hiring process; for new hires, data also excludes interns.

 
(2)

Compared to the 2020 base year.

 
(3)

We determine race and gender based on our employees’ self-identification. “Other” represents American Indian/Alaskan Native, Native Hawaiian or other Pacific Islander, two or more races or those who did not self-identify.

 

 

 

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Table of Contents
1    PROPOSAL 1: ELECTION OF DIRECTORS

 

LOGO

PROXY STATEMENT

This proxy statement is being made available to stockholders of Boston Properties, Inc. (“we,” “us,” “our,” “BXP” or the “Company”) on or about April 13, 2023 via the Internet or by delivering printed copies by mail, and is furnished in connection with the solicitation of proxies by the Board of Directors of Boston Properties, Inc. (our “Board” or our “Board of Directors”) for use at our 2023 annual meeting of stockholders to be held on Tuesday, May 23, 2023 at 9:00 a.m., Eastern Time, at Prudential Tower, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103, and any adjournments or postponements thereof.

PROPOSAL 1:

ELECTION OF DIRECTORS

BXP is currently governed by an eleven-member Board of Directors. At the 2023 annual meeting of stockholders, directors will be elected to hold office for a one-year term expiring at the 2024 annual meeting of stockholders. Directors hold office until their successors are duly elected and qualified, or until their earlier resignation or removal. Any director appointed to our Board of Directors to fill a vacancy will hold office for a term expiring at the next annual meeting of stockholders following such appointment.

Following the recommendation of the NCG Committee, our Board of Directors nominated the following directors for election at the 2023 annual meeting of stockholders:

 

Kelly A. Ayotte

 

Mary E. Kipp

 

Owen D. Thomas

  

Bruce W. Duncan

 

Joel I. Klein

 

William H. Walton, III

  

Carol B. Einiger

 

Douglas T. Linde

 

Derek Anthony West

  

Diane J. Hoskins

 

Matthew J. Lustig

Each nominee other than Mr. West currently serves as a director of BXP. In making its recommendations, the NCG Committee considered a number of factors, including its criteria for Board membership, which include the minimum qualifications that must be possessed by a director candidate in order to be nominated for a position on our Board. Our Board of Directors anticipates that, if elected, the nominees will serve as directors. However, if any person nominated by our Board of Directors is unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person as our Board of Directors may recommend.

VOTE REQUIRED AND MAJORITY VOTING STANDARD

Our By-laws provide for a majority voting standard. This means that, in an uncontested election, nominees for director are elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. The majority voting standard would not apply in contested elections, which, generally, will include any situation in which BXP receives a notice that a stockholder has nominated a person for election to our Board of Directors at a meeting of stockholders that is not withdrawn on or before the tenth day before we first mail the notice for such meeting to the stockholders.

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

The majority voting standard will apply to the election of directors at the 2023 annual meeting of stockholders. Accordingly, nominees for director will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Broker non-votes, if any, and abstentions will not be treated as votes cast.

Our Corporate Governance Guidelines contain a related resignation policy, under which a director who fails to receive the required number of votes for re-election will tender his or her resignation to our Board of Directors for its consideration. The NCG Committee will then act on an expedited basis to determine whether it is advisable to accept the director’s resignation and will submit its recommendation for prompt consideration by our Board of Directors. Our Board of Directors will act on the tendered resignation within 90 days following certification of the stockholder vote and will promptly and publicly disclose its decision. Any director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation. If the resignation is not accepted, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. The NCG Committee and our Board of Directors may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

 

LOGO

 

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, William H. Walton, III, and Derek Anthony West. Properly authorized proxies solicited by the Board of Directors will be voted “FOR” each of the nominees unless instructions to the contrary are given.

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

  SUMMARY OF BOARD NOMINEE QUALIFICATIONS AND EXPERIENCE

In addition to the minimum qualifications that our Board of Directors believes are necessary for all directors, the following chart highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of BXP and the execution of our long-term strategy. A mark for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the BXP Board of Directors. Our Board did not assign specific weights to any of these attributes or otherwise formally rate the level of a nominee’s attribute relative to the rating for any other potential nominee or any other person. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Directors, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographical descriptions below.

 

LOGO

 

(1)

None of the nominees self-identifies as a member of the LBGTQ+ community.

(2)

As of May 23, 2023, the date of the 2023 annual meeting.

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

NOMINEES FOR ELECTION

The following biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2023 annual meeting, based on information furnished to us by each nominee, as well as the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director of BXP.

 

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 Background:

 

  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, Saint Christopher Academy, 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

 

LOGO

 

Director since: May 2018

 

Age: 54

 

Independent

Lead Independent Director

 

Current BXP Board Committees:

  ex officio member of all committees

 

Other Public Company Boards:

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

  Former (past 5 years): Bloom Energy Corporation

 

 

 

 

 

 
 
 
 
      
      
      
      

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

BRUCE W.

DUNCAN

 

Former President and Chief Executive Officer of CyrusOne Inc.

 

  

Qualifications:

 

Mr. Duncan provides more than 40 years of diverse real estate management and investment experience, including as a chairman, chief executive officer and a director of other publicly traded companies.

 

Professional Background:

 

  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

 

  Former senior Advisor to Kohlberg Kravis Roberts & Co. (“KKR”), a global investment firm, from November 2018 to December 31, 2022; previously senior advisor to KKR from July 2008 to January 2009

 

  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 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

 

LOGO

 

Director since: May 2016

 

Age: 71

 

Independent

 

Current BXP 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

CAROL B.

EINIGER

 

President of Post Rock Advisors, LLC

 

  

Qualifications:

 

Ms. Einiger has more than 45 years of experience as an investment banker and investment advisor, during which time she has gained significant expertise in the operation of public and private debt and equity capital markets and the evaluation of investment opportunities.

 

Professional Background:

 

  President of Post Rock Advisors, LLC, a 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, responsible for management of the University’s endowment, from 1996 to 2005

 

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

 

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

 

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

 

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

 

  Various positions at Goldman, Sachs & Co. from 1971 to 1972

   

Other Leadership Experience, Community

Involvement and Education:

 

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

 

  Chair of the Executive Council, Montefiore Einstein Cancer Center

 

  Member of the Investment Committee, JPB Foundation

 

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

 

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

 

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

 

  Former member of the Board of Overseers, Columbia Business School

 

  Former member of the Advisory Board of Blackstone Alternative Asset Management

 

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

 

  Honored by numerous organizations, including the AJC, the Anti-Defamation League, Catalyst, UJA-Federation of New York, The Washington Institute for Near East Policy, Columbia Business School and the University of Pennsylvania

 

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

 

LOGO

 

Director since: May 2004

 

Age: 73

 

Independent

 

Current BXP Board Committees:

  Compensation

  NCG

 

Other Public Company Boards:

  Current: None

  Former (past 5 years): None

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

DIANE J. HOSKINS

 

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

 

  

Qualifications:

 

Ms. Hoskins has more than 40 years of architecture, design, real estate and business experience, including as a chief executive officer of a global brand. During this time, she has gained extensive leadership, strategic planning, financial stewardship and organizational development experience, as well as a deep understanding of markets and clients, including their current and future space needs and insight into how companies envision their workspaces of the future.

 

Professional Background:

 

  Co-CEO of M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”) since 2005, 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 6,500 employees networked across 53 offices in the Americas, Europe, Asia, and the Middle East

 

  Director of Gensler since 2004; former Co-Chair of the Gensler Board of Directors from 2016 to 2021

 

  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:

 

  Trustee of the MIT Corporation serving on the Risk and Audit Committee, Serves on the Visiting Committee of the MIT School of Architecture and School of Environmental and Civil Engineering, Trustee of the Board of Advisors of the University of California, Los Angeles (UCLA) Anderson School of Management, Fellow of the Royal Society of Arts, Manufacturers and Commerce, London, UK, Executive Committee for ACE Scholarship Program

 

  2023 Global Chair of the Urban Land Institute, Board Member of the Washington Board of Trade and member of several organizations, including the Economic Club of Washington, DC

 

  Fellow of the American Institute of Architects

 

  Ms. Hoskins has been honored by several organizations for her work, including the 2022 Global Visionary Award from the World Trade Center Institute; 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

 

 

LOGO

 

Director since:

May 2019

 

Age: 65

 

Independent

 

Current BXP Board Committees:

  Sustainability (Chair)

  NCG

 

Other Public Company Boards:

  Current: None

  Former (past 5 years): None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

MARY E. KIPP

 

President & Chief Executive Officer of Puget Sound Energy

 

  

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

 

  Member of the Board of Directors of Hawaiian Electric Company, Inc. since January 2023

 

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

 

  Director of EPE from December 2015 to August 2019

 

  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:

 

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

 

  Former member of the Seattle Metropolitan Chamber of Commerce

 

  Former member of the Boards of Directors of Alliance to Save Energy and Energy Insurance Mutual

 

  Former 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 alumna of Exeter College, Oxford University

LOGO

 

 

Director since: December 2021

 

Age: 55

 

Independent

 

Current BXP Board Committees:

  Audit

  Sustainability

 

Other Public Company Boards:

  Current: None

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

 

 

 

 

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

JOEL I. KLEIN

 

Chief Executive Officer of Retromer Therapeutics

 

  

Qualifications:

 

Mr. Klein has worked for more than 50 years in private industry and government during which time he has gained significant experience in senior policy making and executive roles, as well as a broad range of legal and financial matters.

 

Professional Background:

 

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

 

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

 

  Director of Juul Labs since March 2021

 

  Director of News Corporation from January 2011 to November 2020

 

  Executive Vice President, Office of the Chairman of News Corporation from June 2003 to December 2015 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

LOGO

 

Director since:

January 2013

 

Age: 76

 

Independent

 

Current BXP Board Committees:

  Compensation (Chair)

  NCG

 

Other Public Company Boards:

  Current: None

  Former (past 5 years): News Corporation

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

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

LOGO

 

Director since: January 2010

 

Age: 59

 

Current BXP Board Committees:

  Sustainability

 

Other Public Company Boards:

  Current: None

  Former (past 5 years): None

 

 

 

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

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 Wharton School of Business at the University of Pennsylvania (former Chairman of the Advisory Board) and Columbia Business School

 

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

 

  Received a BSFS from Georgetown University

LOGO

 

Director since: January 2011

 

Age: 62

 

Independent

 

Current BXP Board Committees:

  NCG (Chair)

  Sustainability

 

Other Public Company Boards:

  Current: Ventas, Inc.

  Former (past 5 years): None

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

OWEN D. THOMAS

 

Chairman of the Board and Chief Executive Officer of Boston Properties, Inc.

 

  

Qualifications:

 

Mr. Thomas is a recognized leader in the real estate industry with more than 30 years of executive leadership, strategic planning, management and international experience, as well as substantial experience in financial and capital markets.

 

Professional Background:

 

  Chairman of the Board of Directors of Boston Properties, Inc. since May 2022

 

  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 to March 2013

 

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

 

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

 

  Director of Grosvenor Group Limited from 2011 to 2013

   

Other Leadership Experience, Community

Involvement and Education:

 

  Director and former Global Chairman of the Urban Land Institute

 

  Director of the Real Estate Roundtable

 

  Member of the Executive Board of Nareit

 

  Member of The Economic Club of New York

 

  Member and former Chairman of the Pension Real Estate Association

 

  Chairman of the Board of Trustees of Woodberry Forest School

 

  Former Director of the University of Virginia Investment Management Company

 

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

 

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

LOGO

 

Director since: April 2013

 

Age: 61

 

Current BXP Board Committees:

  Sustainability

 

Other Public Company Boards:

  Current: None

  Former (past 5 years): None

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

WILLIAM H.

WALTON, III

 

Co-Founder and Managing Member of Rockpoint Group, LLC

 

  

Qualifications:

 

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

 

Professional Background:

 

  Co-Founder and Managing Member of Rockpoint Group, LLC (“Rockpoint”), a global real estate investment management firm, where Mr. Walton is responsible for the overall operations and management of Rockpoint, as well as overseeing the origination, structuring and asset management of all of Rockpoint’s investment activities; since 1994, the Rockpoint founding managing members have invested in approximately $80 billion of real estate

 

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

 

  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

LOGO

 

Director since: May 2019

 

Age: 71

 

Independent

 

Current BXP Board Committees:

  Compensation

 

Other Public Company Boards:

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

  Former (past 5 years): None

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

DEREK ANTHONY (TONY) WEST

 

Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc.

 

  

Qualifications:

 

Mr. West has more than 25 years of experience working in the public and private sectors, including the federal government and leading technology and private equity companies, during which time he has gained extensive experience in the areas of public policy, executive management, governance and the law.

 

Professional Background:

 

  Senior Vice President, Chief Legal Officer, and Corporate Secretary of Uber Technologies, Inc. (“Uber”), a global technology platform providing mobility as a service, since 2017, where Mr. West leads Uber’s global Legal, Compliance and Ethics, and Security functions

 

  Director of Ro, a direct-to-patient healthcare company, since 2020

 

  Former Director of Khosla Ventures Acquisition Co. from 2021 to 2023

 

  Former Executive Vice President of Public Policy and Government Affairs, General Counsel and Corporate Secretary at PepsiCo from 2014 to 2017

 

  Former Associate Attorney General of the United States from 2012 to 2014

 

  Former Assistant Attorney General for the Civil Division in the U.S. Department of Justice from 2009 to 2012

 

  Former litigation partner at Morrison & Foerster LLP from 2001 to 2009

 

  Former Special Assistant Attorney General, California Department of Justice from 1999 to 2001

 

  Former Assistant United States Attorney in the Northern District of California, U.S. Department of Justice from 1994 to 1999

 

  Former Special Assistant to the Deputy Attorney General, U.S. Department of Justice from 1993 to 1994

   

Other Leadership Experience, Community

Involvement and Education:

 

  Member of the board of the NAACP Legal Defense and Educational Fund

 

  Part of the Obama Foundation’s My Brother’s Keeper Alliance Advisory Council

 

  Graduated with honors from Harvard College, where he served as publisher of the Harvard Political Review, and received a JD from Stanford Law School, where he was President of the Stanford Law Review

LOGO

 

New Director Nominee

 

Age: 57

 

Independent

 

Current BXP Board Committees:

  N/A

 

Other Public Company Boards:

  None

  Former (past 5 years): None

 

 

 

 

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

DIRECTOR INDEPENDENCE

Under the rules of the NYSE, a majority of the Board of Directors must qualify as “independent directors.” To qualify as an “independent director,” the Board must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board of Directors established categorical standards to assist it in making the required independence determinations.

Under these categorical standards, any relationship with us shall be deemed not material if:

 

1.

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

 

2.

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)

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);

 

  (b)

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);

 

  (c)

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;

 

  (d)

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;

 

  (e)

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;

 

 

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  (f)

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;

 

  (g)

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

 

  (h)

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.

For purposes of these standards, “immediate family” member has the same meaning as in the NYSE Disqualifying Rules.

Relationships not specifically deemed not material by the above categorical standards may, in the Board’s judgment, be deemed not to be material.

  2023 INDEPENDENCE DETERMINATIONS

The Board of Directors concluded that the following directors and Mr. West qualify as independent directors under NYSE rules because (1) none of them has any relationships with the Company or any executive officer of the Company that would disqualify him or her from being considered independent under the minimum objective standards contained in the NYSE rules and (2) none of them has any relationships other than those deemed immaterial by the Board of Directors.

 

         

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

In determining that Mr. Klein qualifies as an independent director and for purposes of his service on the Compensation Committee, our Board considered that (1) Mr. Klein is the Chief Executive Officer of a start-up company that signed a lease agreement with BXP in September 2021 for approximately 2,700 square feet in the ordinary course of business, (2) in the professional opinion of a third-party real estate professional, the fixed rent and other financial obligations under the lease represented the fair rental value for the space, and (3) Mr. Klein has no direct pecuniary interest in the transaction.

In determining that Mr. Twardock qualifies as an independent director for purposes of his service on the Compensation Committee, our Board considered that (1) he serves or previously served as an executive officer or a non-employee director (or advisory board member) for a company with which BXP has a commercial relationship and engaged in transactions in the ordinary course of business, (2) each transaction was on arms’-length terms, and (3) he had no pecuniary interest in the success of the transaction.

 

 

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1    PROPOSAL 1: ELECTION OF DIRECTORS

 

CONSIDERATION OF DIRECTOR NOMINEES

  SECURITYHOLDER RECOMMENDATIONS

The NCG Committee’s current policy is to review and consider any director candidates recommended by securityholders in compliance with the procedures established from time to time by the NCG Committee. All securityholder recommendations for director candidates must be submitted to our Secretary at Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103, who will forward all recommendations to the NCG Committee. We did not receive any securityholder recommendations for director candidates for election at the 2023 annual meeting in compliance with the procedures set forth below. All securityholder recommendations for director candidates for election at the 2024 annual meeting of stockholders must be submitted to our Secretary on or before December 15, 2023 and must include the following information:

 

   

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 SEC.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. No proxies are being solicited for director candidates other than the Company’s nominees at the 2023 annual meeting.

  BOARD MEMBERSHIP CRITERIA

The NCG Committee has established criteria for NCG Committee-recommended director nominees. These criteria include the following specific, minimum qualifications that the NCG Committee believes must be met by an NCG Committee-recommended nominee for a position on the Board:

 

   

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;

 

 

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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.

In addition to the minimum qualifications for each nominee set forth above, the NCG Committee will recommend director candidates to the Board for nomination, or present director candidates to the Board for consideration, to help ensure that:

 

   

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.

Finally, in addition to any other standards the NCG Committee may deem appropriate from time to time for the overall structure and composition of the Board, the NCG Committee may consider the following factors when recommending director candidates to the Board for nomination, or presenting director candidates to the Board for consideration:

 

   

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

 

   

whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background (including geography, gender and ethnicity) and experience.

  IDENTIFYING AND EVALUATING NOMINEES

The NCG Committee may solicit recommendations for director nominees from any or all of the following sources: non-employee directors, our Chief Executive Officer, our President, other executive officers, third-party search firms or any other source it deems appropriate.

The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a securityholder in compliance with the NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. In identifying and evaluating proposed director candidates, the NCG Committee may consider, in addition to the minimum qualifications for NCG Committee-recommended director nominees, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business experience, his or her independence, the needs of our Board, and whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. Other than circumstances in which we may be legally required by contract or otherwise to provide third parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates that it considers or who have been properly recommended to it by a securityholder based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.

 

 

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2    CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE

BXP is committed to adopting and adhering to corporate governance policies and practices that foster effective leadership and independent oversight of management. Our Board of Directors oversees management performance on behalf of our stockholders to ensure that our stockholders’ long-term interests are being served, to monitor adherence to BXP’s standards and policies (including policies to manage risk), and to promote the exercise of responsible corporate citizenship.

BOARD LEADERSHIP STRUCTURE

  BXP’S POLICY ON BOARD LEADERSHIP STRUCTURE

The Board of Directors is responsible for broad corporate policy and overall performance of the Company through the oversight of management and stewardship of the Company. Among other duties, the Board is responsible for overseeing the strategy, ESG priorities and risk management for the Company. The Board appoints the Company’s officers, assigns responsibility for management of the Company’s operations to such officers, and reviews their performance.

We do not have a firm policy with respect to whether or not the roles of Chairman of the Board and CEO should be separate or combined. Our Board of Directors believes it is important to maintain flexibility to determine its board leadership structure based on the best interests of the Company and its stockholders from time to time. As the following timeline shows, BXP has operated under both structures in the past.    

History of Board Leadership

 

LOGO

Regardless of the specific leadership structure in effect, the Company incorporates a strong defined leadership role for an independent director. Our Board has determined, and our Corporate Governance Guidelines provide, that our Board leadership structure will include either an independent, non-executive Chairman of the Board or a Lead Independent Director.

 

 

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2    CORPORATE GOVERNANCE

 

Specifically, our Corporate Governance Guidelines provide that it is the Board’s policy that if:

 

  

   the positions of Chairman of the Board and CEO are held by the same person, or   LOGO   

the independent directors
shall select an independent
director to serve as

Lead Independent Director.

  

   the position of Chairman of the Board is held by a non-independent director, or

  

   none of the directors has been elected to serve as Chairman of the Board,

Our Corporate Governance Guidelines further provide that an independent director selected to serve as Lead Independent Director will serve in that role until (1) he or she ceases to be an independent director or resigns from the position, (2) a successor is selected by a majority of the independent directors or (3) an independent director is serving as the Chairman of the Board. In addition, if the Chairman of the Board is an independent director, then he or she shall assume the responsibilities of the Lead Independent Director referenced below and there will not be a separate Lead Independent Director.

  DUTIES AND RESPONSIBILITIES OF THE LEAD INDEPENDENT DIRECTOR

The Board believes the roles, and therefore the duties and responsibilities, of the independent Chairman of the Board and Lead Independent Director should be, and at BXP they are, substantially similar, and they should further the same goals of ensuring effective leadership and risk oversight. In addition to responsibilities that may be assigned from time to time by the independent directors of the Board, the duties and responsibilities of a Lead Independent Director include:

 

 

  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

 

  Encouraging and facilitating active participation of all directors

 

  Providing leadership to the Board if circumstances arise in which the Chairman may have an actual or perceived conflict of interest with the Company

 

  Serving as liaison between the CEO and the independent directors, including communicating feedback and direction to the CEO following executive sessions

 

  

 

  Ensuring that she is available, if requested by major investors, to engage in direct consultation and communication

 

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

 

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

 

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

 

  Working with the Compensation Committee to evaluate the performance of the CEO

 

  Conducting bi-annual interviews with individual directors regarding individual contributions and development opportunities, as well as overall Board composition and planning

 

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

 

 

 

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2    CORPORATE GOVERNANCE

 

  BOARD LEADERSHIP STRUCTURE DETERMINATIONS & DISCLOSURE

Our Board annually determines who will serve as its Chairman and considers, among other things, the skills, experiences and qualifications of our director nominees, the industries in which they gained their experience, the evolving needs of our Company, how well our leadership structure is functioning, the age and tenure of each director nominee and the views of our stockholders. The Board typically makes this determination during the first quarter of each year, and disclosure of the Board’s determination is made in the proxy statement used for the annual meeting of stockholders at which director nominees are elected, which is filed each year in late March or early-to-mid April. The proxy statement discloses (1) who the Board selected to serve as Chairman and (2) if the Chairman is also serving as CEO or is otherwise a non-independent director or if no Chairman has been elected, the person selected by the independent directors to serve as the Lead Independent Director. Our Board considers the views of our stockholders regarding our board leadership structure as expressed through their respective voting policies, their actual votes at our annual meetings, and our discussions with them.

  BXP’S 2023 BOARD LEADERSHIP STRUCTURE

Mr. Thomas joined BXP in April 2013 as CEO and a director. At that time, Mortimer B. Zuckerman, co-founder of BXP, retired as CEO and became Executive Chairman. To ensure independent oversight of the Company’s management, strategy and business, the Company established the role of Lead Independent Director in 2014, which was first held by Mr. Ivan Seidenberg. In May 2016, Mr. Zuckerman retired as Executive Chairman and became Chairman Emeritus, Mr. Seidenberg did not stand for re-election and the independent directors selected Mr. Klein as Lead Independent Director. Mr. Klein served as Lead Independent Director until May 2019 when he was appointed as Chairman of the Board. In 2022, following six years of Board leadership, Mr. Klein stepped down as Chairman of the Board and our independent directors determined that it was in the best interests of BXP and our stockholders to elect Mr. Thomas as its Chairman thus combining the role of Chairman and CEO.

Combined Role of Chairman & CEO

Mr. Thomas is a seasoned industry veteran with more than 30 years of real estate and executive leadership experience. He has deep financial and operational experience and extensive knowledge of the Company, the real estate industry and risk management practices gained from various executive and leadership roles. Our Board of Directors has determined that it continues to be in the best interests of BXP and our stockholders to maintain the combined role of Chairman and CEO and re-appoint Mr. Thomas as Chairman and CEO. The independent directors believe Mr. Thomas is in the best position to identify key issues facing the industry and Company and effectively communicate with various internal and external constituencies about critical business matters, as demonstrated by his critical leadership in BXP’s responses to the rapidly evolving environment since March 2020 as a result of the COVID-19 pandemic and the economic volatility and market shifts that followed. In addition to acknowledging his superb leadership through the Covid-19 pandemic and the resulting economic and industry challenges that followed, the Board believes that appointing Mr. Thomas to serve as both Chairman and CEO confirms internally and externally the Board’s high confidence in his unified leadership and elevates Mr. Thomas’ stature within the industry to potentially generate additional market opportunities and better commercial outcomes for the Company and its stockholders.

Having Mr. Thomas serve as Chairman and CEO promotes clear accountability and strong leadership with one person setting the tone for our employees, investors, clients, vendors and other stakeholders and having primary responsibility for executing our strategy. Prior to his appointment to the combined role, Mr. Thomas worked closely as CEO with then-Chairman of the Board, Mr. Klein, to preserve transparency between management and the Board and serve as an effective bridge for communication between the Board and management on significant business developments and time-sensitive matters. As Chairman and CEO, Mr. Thomas works with the Lead Independent Director, Ms. Ayotte, in the same manner.

 

 

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2    CORPORATE GOVERNANCE

 

Lead Independent Director

The independent directors again selected Ms. Ayotte to serve as Lead Independent Director. Ms. Ayotte was selected in 2022 to serve as Lead Independent Director following a process led by the then-Chairman of the Board, Mr. Klein. Mr. Klein led discussions among the independent directors to seek input and reach agreement on the best candidate for the role. These discussions took into account independent director tenures and committee membership histories along with independent directors’ willingness and capacity to serve as Lead Independent Director, understanding that the position entails significant responsibility.

In selecting Ms. Ayotte to serve as Lead Independent Director, the independent directors considered, among other things, Ms. Ayotte’s

 

   

understanding of the Company and its business gleaned from her five years of service on our Board and her track record during that time of actively contributing as a member of the Board,

 

   

public policy, government and legal experience as a former United States Senator and former Attorney General of New Hampshire,

 

   

significant public company and corporate governance experience as a director on several other boards of large, multinational public companies that operate in different industries, and as a member of board committees for these public companies,

 

   

prior service as chair of BXP’s Compensation Committee and a member of the NCG Committee,

 

   

demonstrated willingness to represent the independent directors and personally engage with the Company’s stockholders,

 

   

reputation for being able to forge consensus, and

 

   

willingness and capacity to devote the time required to serve in this role.

The independent directors believe that Ms. Ayotte is exceptionally well-qualified to continue serving as the Lead Independent Director.

In addition to the clearly defined role of our Lead Independent Director and Ms. Ayotte’s experience and qualifications, our Board’s independent oversight is further bolstered by:

 

   

the overall composition of our Board of Directors and contributions from all of our independent directors: each current Board member other than our CEO and President is independent (9 out of 11 directors),

 

   

the independent committees of our Board of Directors: each of the Audit Committee, Compensation Committee and NCG Committee is led by independent committee chairs and is comprised solely of independent directors, and

 

   

BXP’s other corporate governance policies in effect.

 

 

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BOARD AND COMMITTEE MEETINGS

 

Number of Meetings and Attendance. Our Board of Directors met ten (10) times during 2022. Each incumbent director attended at least 75% of the aggregate of (x) the total number of meetings of our Board of Directors in 2022 held during the period for which he or she was a director and (y) the total number of meetings in 2022 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 2022 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.

  

10

Board meetings in 2022

 

                                 

 

100%

attendance at the

2022 Annual Meeting

 

                                 

 

In the aggregate, during 2022, our directors attended more than 97% of the total number of Board meetings and meetings of committees on which they served.

 

 

 

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BOARD REFRESHMENT AND EVALUATIONS

  DIRECTOR SUCCESSION PLANNING

Led by our NCG Committee, our Board of Directors remains focused on ensuring (1) a smooth transition when directors decide to retire or otherwise leave our Board and (2) that the composition of our Board is systematically refreshed so that, taken as a whole, it has the desired mix of skills, experience, continuity, reputation and diversity relevant to our strategic direction and operating environment, as well as the knowledge, ability and independence to continue to deliver the high standard of governance and oversight expected by investors. Among other aspects of the process, our Board of Directors:

 

   

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 independent Chairman of the Board or Lead Independent Director, as applicable (see “— Board and Committee Evaluations” below).

Of the seven, first-time nominees for director since 2016, four (57%) were women and two (29%) were African American. Mr. West was initially recommended for consideration by Mr. Lustig, the Chair of our NCG Committee.

 

 

LOGO

  BOARD COMMITTEE ROTATION

The NCG Committee also considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives to the fulfillment of the committees’ duties.

 

 

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  BOARD AND COMMITTEE EVALUATIONS

The feedback received from each director during the Board and committee evaluation processes plays a key role in ensuring that our Board and its committees function effectively and in overall director succession planning. To this end, the NCG Committee is responsible for establishing the process used and the criteria for the evaluations.

 

LOGO

   

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

 

 

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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 2022, are described below.

 

     Current Committee Assignments
  Name    Audit    Compensation    NCG    Sustainability
       

Kelly A. Ayotte(1)

    

 

    

 

    

 

    

 

       

Bruce W. Duncan

   LOGO     

 

   LOGO     

 

       

Carol B. Einiger

    

 

   LOGO    LOGO     

 

       

Diane H. Hoskins

    

 

    

 

   LOGO    LOGO
       

Mary E. Kipp

   LOGO     

 

    

 

   LOGO
       

Joel I. Klein

    

 

   LOGO    LOGO     

 

       

Douglas T. Linde

    

 

    

 

    

 

   LOGO
       

Matthew J. Lustig

    

 

    

 

   LOGO    LOGO
       

Owen D. Thomas

    

 

    

 

    

 

   LOGO
       

David A. Twardock(2)

   LOGO    LOGO     

 

    

 

       

William H. Walton

    

 

   LOGO     

 

    

 

       

Number of Meetings in 2022

   9    7    3    2

 

           

 

       LOGO   

 

 

   Committee Chair

 

 

   LOGO   

 

 

  Committee Member

 

 

   LOGO   

 

 

 Audit Committee Financial Expert

 

(1)

As Lead Independent Director, Ms. Ayotte serves ex officio as a member of each of the Board’s committees.

 

(2)

Mr. Twardock is not standing for re-election to the Board.

 

 

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  AUDIT COMMITTEE

 

   

LOGO

Members:

David A. Twardock (Chair)

Bruce W. Duncan

Mary E. Kipp

 

Number of Meetings in

2022: 9

 

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.

  

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 126.

 

 

 

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  COMPENSATION COMMITTEE

 

   

LOGO

Members:

Joel I. Klein (Chair)*

Carol B. Einiger

David A. Twardock

William H. Walton, III

 

Number of Meetings in

2022: 7

 

*Mr. Klein was appointed to the Compensation Committee on May 19, 2022.

  

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 2022, 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 is included under “Compensation Discussion and Analysis” beginning on page 64.

 

The Compensation Committee Report is included in this proxy statement on page 98.

 

 

 

 

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  NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

 

   

LOGO

Members:

Matthew J. Lustig (Chair)

Bruce W. Duncan

Carol B. Einiger

Diane J. Hoskins

Joel I. Klein*

 

Number of Meetings in

2022: 3

 

*Mr. Klein was appointed to the NCG Committee on May 19, 2022.

  

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.

 

 

 

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  SUSTAINABILITY COMMITTEE

 

   

LOGO

Members:

Diane J. Hoskins (Chair)

Mary E. Kipp

Douglas T. Linde

Matthew J. Lustig

Owen D. Thomas

 

Number of Meetings in

2022: 2

 

  

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.

 

 

 

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RISK OVERSIGHT FRAMEWORK

  BOARD’S ROLE IN RISK OVERSIGHT

Our Board of Directors has overall responsibility for our risk oversight. The Board exercises its risk oversight throughout the year, both at the full Board level and through its committees. While the Board and its committees oversee key risk areas, the Company’s risk management is facilitated through a top-down and bottom-up communication structure whereby the Board provides oversight and direction from the top and, among other things, reviews the reports from management and outside advisors and consultants engaged by the Board that identify any key existing and potential risks, future threats or trends, and management is charged with the day-to-day management of risks, frequent assessment of the risk environment and regular reporting to the Board.

BXP’s risk management framework is designed to:

 

   

identify and understand critical risks in the Company’s business and strategy, including near-term, intermediate-term and long-term risks;

 

   

allocate responsibilities for risk oversight among the full Board and its committees to enhance the Board’s responsiveness and attention to specific risks based on the nature and immediacy of the risks assessed;

 

   

review with the Audit Committee, at least annually, the Company’s risk management processes to ensure they are functioning adequately (see “Audit Committee Role in Risk Assessment” on page 39);

 

   

facilitate open communication between management and all directors of the Board; and

 

   

solicit feedback and advice from outside advisors and consultants to assess the effectiveness of our risk management framework and help ensure that we employ appropriate strategies to mitigate risks.

The Board fulfills its risk oversight function by, among other things, reviewing regular reports provided to the Board and to appropriate Board committees from management and outside advisors and consultants engaged by the Board, discussing material risks and opportunities with management, selecting director candidates with diverse experience and qualifications, designating to committees the oversight of certain specific risks as needed, and staying informed about developments in our industry and other current events that may impact the Company.

Roles in Risk Management

 

 

LOGO

 

 

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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-related risk, legal, accounting and tax professionals, regarding various areas of potential risk

 

  COMMITTEE ROLES

The Board discharges its responsibility either directly or indirectly through its committees. While the full Board of Directors is primarily responsible for risk oversight, its committees monitor and address risks that are within the scope of a particular committee’s expertise, the committee’s charter or the resolution(s) appointing the committee. Issues escalated to the full Board may be addressed in several ways, as appropriate, depending on the risk assessed and immediacy required to address the risk. For example, oversight of risk may remain with the applicable committee of the Board, the Board may establish an ad hoc committee or direct an existing committee to oversee such matters, or the Board may ask management to present more frequently to the full Board on the issue.

 

 

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BOARD COMMITTEES

 

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

 

Audit Committee       Compensation
Committee
      NCG Committee       Sustainability Committee
       

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 — V. Other Compensation Policies — Assessment of Compensation-Related Risks” on page 97.

   

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.

 

                 LOGO

 

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.

Absent an express delegation of authority from the Board, no one independent director, including the Lead Independent Director, has the authority to make decisions on behalf of the Company or override a decision of management. The role of our Lead Independent Director includes certain authorities (such as the authority to call meetings of the independent directors and special meetings of the Board, as necessary) that empower our

 

 

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independent directors to effectively discharge the Board’s oversight responsibilities. Because of the role of our Board of Directors in risk oversight, our Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to our operations. Our Board of Directors recognizes that there are different leadership structures that could allow it to effectively oversee the management of these risks. We believe our risk management framework is well-supported by our current board leadership structure and enables the Board to effectively manage such risks. See the discussion under the heading “— Board Leadership Structure” beginning on page 25 for a discussion of why our Board of Directors has determined that its current leadership structure is appropriate.

  MANAGEMENT’S ROLE

We have not designated a single person to serve as the Company’s chief compliance officer; instead, we have internal processes, an effective internal control environment and a risk management framework that facilitate the identification and management of risks and regular communication with the Board. These processes include:

 

   

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.

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

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

 

   

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

 

 

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  COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties who wish to communicate with our Board, any director, 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.

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

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.

  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION    

Each of Mses. Ayotte and Einiger and Messrs. Klein, Twardock and Walton served on the Compensation Committee during 2022. 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’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 lease approximately 2,700 square feet of office space to a start-up company of which Mr. Klein is the Chief Executive Officer. The start-up company made aggregate payments to the Company of approximately $584,755 and $44,000 during the years 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.

 

 

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  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;

 

   

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.

 

 

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HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY

HUMAN CAPITAL MANAGEMENT

Our success depends on human capital. We are focused on social performance and positive externalities, including diversity and inclusion in our workforce, the well-being of our employees, their training and professional development, and making positive contributions to the communities we serve.

  DIVERSITY, EQUITY & INCLUSION

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 DEI Council is an executive-sponsored, 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 Council 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 & Development Committee, the Company Policies Committee and the Community Outreach Committee – and/or three Employee Resource Groups (“ ERGs”). Including ERG members, as of December 31, 2022, BXP’s DEI community consisted of 244 members, or 36% of BXP’s workforce (exclusive of union employees).

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, the DEI Council’s focus areas were: (1) training and workforce education, (2) recruiting and onboarding, (3) employee engagement, (4) social responsibility, (5) transparency and communication and (6) governance.

 

     

 

Diversity & Inclusion

Goals and Initiatives

 

      

 

Notable 2022

Actions & Achievements(1)

 

   

Training & Workforce Education

    

  Conducted a two-part training for DEI Council members to enhance DEI leadership skills

 

  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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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 relationships with minority-owned businesses to provide commercial real estate space

 

  Conducted a comprehensive review of vendors identified as underrepresented business enterprises (“UBEs”) with the aim of increasing UBE usage by BXP resulting in a 34% year-over-year increase in UBE usage compared to 2021

 

  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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Diversity & Inclusion

Goals and Initiatives

 

     

 

Notable 2022

Actions & Achievements(1)

 

   

Transparency & Communication

   

  Dedicated a company-wide Town Hall discussion to BXP’s DEI initiatives, achievements and future programming led by the DEI Council’s co-chairs

 

  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 statements for the DEI Council and each ERG

 

  Undertook a voluntary refreshment process of DEI Council members to ensure appropriate representation across backgrounds, experience and regions that resulted in a 55% increase in DEI Council membership since its formation

 

 

  (1)

Excludes union employees for which the unions control primary aspects of the hiring process; for new hires, data also excludes interns.

The following is a snapshot of the diversity of our workforce as of December 31, 2022:

 

TOTAL WORKFORCE(1)    MANAGER & ABOVE(1)

 

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   LOGO

 

  (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.

  CULTURE & EMPLOYEE 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.

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

 

 

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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. As of December 31, 2022:

 

   

35% worked at BXP for ten or more years

 

   

average tenure was approximately 9.42 years for all employees and 17.65 years for our officers

 

   

our voluntary workforce turnover rate was 15% in 2022.

  CAREER DEVELOPMENT & TRAINING

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% of our employees were promoted to elevated roles within our organization. Of the employees promoted, 50% were women and 29% were non-White.

SUSTAINABILITY

We actively work to promote our growth and operations in a sustainable and responsible manner across our six regions. The BXP ESG 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.

  Industry Leadership

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 highlights include:

 

   

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

 

   

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 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

 

   

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

 

   

BXP was recognized by Commercial Property Executive for having the “Best ESG Program”

 

   

BXP was the recipient of Nareit’s prestigious Leader in the Light Award

 

   

BXP was named an ENERGY STAR Partner of the Year – Sustained Excellence Award Winner

 

   

BXP was recognized 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 towards our goals and the achievement of these goals. We have publicly adopted energy, emissions, water and waste goals that establish reduction targets aligned with the United Nations Sustainable Development Goals. As of the end of 2021, the combined impacts of efficiency measures, renewable energy and reduced physical occupancy due to the COVID-19 pandemic resulted in a 41% 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.

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® (“USGBC”) and has a long history of green buildings under USGBC’s Leadership in Energy and Environmental Design (LEED®) rating system. As of December 31, 2022, we have LEED-certified 33.5 million square feet of our total in-service portfolio, of which 94% is 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 23.8 million square feet of Fitwel 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

As a long-term owner and active manager of real estate assets in operation and under development, we take a long-term view on 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 steps to plan for and/or mitigate such risks.

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

 

 

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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 its responsibility to oversee BXP’s sustainability program, which includes monitoring and addressing, as needed, environmental-, sustainability- and climate-related risks.

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.

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.

  PUBLIC SUSTAINABILITY GOALS AND PROGRESS

Our sustainability goals include targets for energy, GHG emissions, water consumption, building certifications and waste. In 2016, we achieved our first round of energy, emissions and water targets three years early. In 2021, we announced our Carbon-Neutral Operations Goal and added a sustainability linked pricing component to our credit facility, aligned with our new Building Certification Goal. By resetting company-wide goals, we raise stakeholder awareness and make best efforts 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:

 

 

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LOGO

 

(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.

(2)

The status of these goals will remain “in progress” as we continue to monitor repopulation trends in 2022 and 2023.

(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 ESG 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 report that is aligned with the Global Reporting Initiative (GRI) Framework, United Nations Sustainable Development Goals and the SASB Framework. BXP’s ESG 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.com under the heading “Commitment,” but it is not incorporated by reference in this proxy statement or any other document we file with the SEC. Our annual ESG 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 ESG report, that opines on each ESG 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 billion of green bonds in five 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 four Green Bond Allocation Reports that fully allocate more than $3.5 billion in net proceeds to eligible green projects. The Green Bond Allocation Reports are available on our website at http://www.bxp.com under the heading “Commitment,” but it is 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.

 

 

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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: Election of Directors — Nominees for 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

 

(1)

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’s Washington, DC, Los Angeles, and Seattle regional businesses, as well as coordinating companywide leasing and cross regional client relationships

 

  Various positions at BXP since 1980, including Executive Vice President, Head of our Washington, DC Office and National Director of Acquisitions and Development and Senior Vice President and Co-Manager of our Washington, DC office

 

  Joined BXP in 1980, leading our expansion to become one of the dominant real estate firms in the Washington, DC metropolitan area

 

  A leading commercial real estate broker in the Washington, DC area with Coldwell Banker from 1977 to 1980

 

  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; 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

 

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

 

 

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Bryan J. Koop

 

Executive Vice President, Boston Region

  

 

  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’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

 

  Former chairman of the Back Bay Association

 

  Received a BBA and an MBA from Texas Christian University

 

   

 

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Peter V. Otteni

 

Executive Vice President, Co-Head of the Washington, DC Region

  

 

  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 2021

 

  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

 

Executive Vice President, San Francisco 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 and building operations

 

  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 Assets 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”)

 

  Director of the ULI Foundation

 

  Received a BS in Architecture and an MA 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 J. Stroman

 

Executive Vice President, Co-Head of the Washington, DC Region

  

 

  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 2021

 

  Received a BS in Civil Engineering from Johns Hopkins University and an MBA, Real Estate Development from the University of North Carolina, Kenan-Flagler Business School

 

 

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Donna D. Garesché

 

Executive Vice President, Chief Human Resources Officer

  

 

  Executive Vice President, Chief Human Resources Officer since February 2023, with responsibility for leading and executing BXP’s human capital strategy, providing strategic direction on human resource initiatives related to talent management, leadership development, succession planning, structuring competitive benefit and compensation systems, performance management, training and development, and employee relations

 

  Various positions at BXP since 2010, including 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

 

   

 

 

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Eric G. Kevorkian

 

Senior Vice President, Chief Legal Officer & Secretary

  

 

  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. In those roles, Mr. Kevorkian has been 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 since June 2021, 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, magna cum laude, and an MPA from Syracuse University, and an LLM in Taxation from Boston University

 

 

 

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4    EXECUTIVE OFFICERS

 

   

 

 

LOGO

 

Michael R. Walsh

 

Senior Vice President, Chief Accounting Officer

  

 

  Senior Vice President, Chief Accounting Officer of BXP since May 2016, with responsibility for overseeing BXP’s financial reporting, property accounting and tax compliance and providing transactional support on capital markets activity

 

  Executive Vice President, Chief Financial Officer and Treasurer of Paramount Group, Inc., a REIT focused on Class A office properties in New York City, Washington, DC and San Francisco, from March 2015 to March 2016

 

  Various positions at BXP from 1986 to 2015, including Senior Vice President, Finance and Capital Markets with responsibility for overseeing its accounting, financial reporting, financial analysis and tax functions and participated extensively in investor relations matters

 

  Co-chair of Nareit’s Accounting Committee

 

  Member of Nareit’s Best Financial Practices Council

 

  Board member of the Boston Athletic Academy, a non-profit youth development organization that combines athletics with education

 

  Received a BS, magna cum laude, from Eastern Nazarene College

 

 

 

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5    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, 2023 by:

 

   

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, there were:

 

   

156,822,702 shares of our common stock outstanding;

 

   

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);

 

   

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

 

   

99,182 deferred stock units outstanding.

All references in this proxy statement to LTIP units exclude LTIP units issued pursuant to 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards because the three-year performance periods of these awards had not ended by February 10, 2023. LTIP units issued pursuant to 2021 MYLTIP awards, 2022 MYLTIP awards and 2023 MYLTIP awards are collectively referred to herein as “Unearned Performance Awards.” None of our directors or NEOs beneficially owned any preferred units or shares of our preferred stock.

 

 

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5    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.

 

**

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 (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.

 

(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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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.

 

(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.

 

  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.

 

  (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).

 

(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.

 

(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.

 

(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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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.

 

(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.

 

(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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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 Compensation 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 receive no additional compensation for their services as directors.

COMPONENTS OF DIRECTOR COMPENSATION

Non-employee directors do not receive meeting attendance fees for any meeting of our Board of Directors or a committee thereof that he or she attends.

  CASH RETAINERS

During 2022, 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.

 

(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.

Non-employee directors are also reimbursed for reasonable expenses incurred to attend Board of Directors and committee meetings.

  EQUITY COMPENSATION

The Director Compensation Plan provided for grants of equity to non-employee directors in 2022 as follows:

 

   

Annual Grant. Each continuing non-employee director received, on the fifth business day after the annual meeting of stockholders, an annual equity award with an aggregate value of $165,000.

 

 

 

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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).

 

   

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 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.

 

   

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 26, 2022, the last reported sale price of a share of our common stock on the NYSE was $109.66, and we granted each of Mses. Ayotte, Einiger, Hoskins and Kipp and Messrs. Duncan, Klein, Lustig, Twardock and Walton 1,504 LTIP units or shares of restricted common stock.

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 our common stock or in cash following their retirement from our Board of Directors. Each electing director is credited with the 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 from our Board of Directors. In addition, non-employee directors who elect a deferred payout following their retirement from the Board may elect to change their notional investment from BXP common stock to a deemed investment in one or more measurement funds. This election to convert may only be made after the director’s service on the Board ends, the conversion date must be at least 180 days after the latest issuance date of deferred stock units 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. Payment of a director’s account that has been converted 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 – Nonqualified Deferred Compensation in 2022” on page 104.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Our Board believes it is important to align the interests of the directors with those of the stockholders and for 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 such director complies with the ownership guidelines set forth above, each non-employee director is

 

 

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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 or 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 compliance with these ownership guidelines is measured.

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  

 

(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(#)

 

Kelly A. Ayotte

     1,536.43  

Bruce W. Duncan

     1,292.08  

Carol B. Einiger

     1,233.15  

Mary E. Kipp

     1,272.67  

Joel I. Klein

     1,673.33  

Matthew J. Lustig

     1,390.52  

David A. Twardock

     1,531.83  

William H. Walton, III

     1,115.31  

 

 

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6    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:

 

Name

   LTIP Units(#)      Common
Stock(#)
 

Kelly A. Ayotte

     1,504         

Bruce W. Duncan

     1,504         

Carol B. Einiger

     1,504         

Diane J. Hoskins

            1,504  

Mary E. Kipp

     1,504         

Joel I. Klein

     1,504         

Matthew J. Lustig

     1,504         

David A. Twardock

            1,504  

William H. Walton, III

     1,054         

 

 

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7    COMPENSATION DISCUSSION AND ANALYSIS

 

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 Named Executive Officers (“NEOs”)

 

Owen D. Thomas

Chief Executive Officer

Douglas T. Linde

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

CD&A Roadmap

 

 

Page

 

Executive Summary   64 

2022 BXP Performance Highlights

 

65 

2022 Compensation Decisions & Highlights

 

67 

Our Executive Compensation Program   68 

Executive Compensation Philosophy

 

68 

Components of Executive Compensation

 

69 

Compensation Governance Practices

 

70 

2022 Say-on-Pay Vote & Investor Outreach

 

71 

2022 Executive Compensation   72 

2022 Annual Target Compensation

 

72 

Cash Compensation

 

73 

LTI Equity Compensation

 

85 

Determining Executive Compensation   91 

Process for Determining Executive Compensation

 

91 

Compensation Advisor’s Role & Benchmarking Peer Group

 

91 

Role of Management in Compensation Decisions

 

92 

Other Compensation Policies   93 
Compensation Committee Report   98 
 

 

I. EXECUTIVE SUMMARY

A fundamental principle of BXP’s executive compensation program is to align the interests of our NEOs with those of our stockholders. Its application is evidenced by the design of our executive compensation program and the resulting shared experiences of our NEOs and our investors as BXP’s total stockholder return (“TSR”) fluctuates. For 2022, the Committee retained the overall design, structure and categories of BXP’s 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.

 

 

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 p