Form 4: Boston Properties Director Matthew Lustig Acquires Phantom Stock Units

Director Matthew Lustig acquired phantom stock units in Boston Properties, Inc. on March 31, 2024, under the company's 2021 Stock Incentive Plan.

Summary

• On March 31, 2024, Matthew Lustig, a director of Boston Properties Inc. (BXP), acquired 459.35 phantom stock units.
• These units were awarded under the BXP 2021 Stock Incentive Plan as an alternative to director cash compensation fees.
• The phantom stock units convert to BXP common stock on a 1-for-1 basis.
• The price of the stock on the transaction date was $65.31.
• Following the transaction, Lustig beneficially owns 15,399.37 phantom stock units.
• These units will be settled in shares of BXP common stock (with fractional units settled in cash) either in a lump sum or in ten annual installments following Lustig's retirement from the BXP Board of Directors.
• Lustig also received 206.27 Phantom Stock Units pursuant to dividend equivalent rights on January 30, 2024.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The director's acquisition of phantom stock units suggests confidence in the company's future, but it's a routine transaction related to compensation.

Positives

• The acquisition of phantom stock units by a director signals confidence in the company's future performance.
• The structure of the stock incentive plan aligns director compensation with shareholder value.

Future Outlook

The phantom stock units will be settled in shares of BXP common stock (except that fractional units, if any, will be settled in cash) in a lump sum or in ten annual installments, at the reporting person's election, following the reporting person's retirement from the BXP Board of Directors.

Industry Context

Director compensation through stock and phantom stock units is a common practice in the real estate industry to align management's interests with those of shareholders. This encourages long-term value creation.

Comparison to Industry Standards

• Many REITs and real estate companies use stock-based compensation for directors.
• Equity-based compensation aligns director interests with shareholders, similar to practices at companies like Simon Property Group (SPG) and Equity Residential (EQR).
• The vesting and settlement terms (post-retirement payout) are fairly standard for director equity grants.

Stakeholder Impact

• The acquisition of phantom stock units by a director can positively influence shareholder sentiment.
• The structure of the stock incentive plan aligns director compensation with shareholder value.

Key Dates