Form 4: Boston Properties Director Tony West Acquires Phantom Stock Units

Director Tony West acquired phantom stock units convertible to Boston Properties common stock, as part of the company's 2021 Stock Incentive Plan.

Summary

• On March 31, 2024, Tony West, a director of Boston Properties Inc. (BXP), acquired 363.65 phantom stock units.
• These units were awarded under the company's 2021 Stock Incentive Plan to non-employee directors who elected to receive them in lieu of cash compensation.
• The phantom stock units convert to BXP common stock on a 1-for-1 basis.
• The price of the transaction was $65.31.
• Following the transaction, West directly owns 1,303.69 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 West's retirement from the BXP Board of Directors.
• West also holds 12.98 phantom stock units received through dividend equivalent rights credited on January 30, 2024.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. It reflects a routine transaction related to director compensation, indicating alignment of interests between management and shareholders. There are no apparent negative implications.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of the shareholders.
• The 2021 Stock Incentive Plan incentivizes non-employee directors to contribute to the company's long-term success.
• Dividend equivalent rights provide additional value to the phantom stock units.

Future Outlook

The phantom stock units will be settled in shares of BXP common stock (or cash for fractional units) after West's retirement from the board, either in a lump sum or in ten annual installments. Directors may make elections to convert a portion of their notional investment from BXP common stock to a deemed investment in one or more measurement funds after their service on the BXP Board of Directors ends.

Industry Context

This filing is a routine disclosure of a director's beneficial ownership in a publicly traded company. It reflects standard practices for compensating and incentivizing board members in the real estate industry.

Comparison to Industry Standards

• Equity-based compensation, including phantom stock units, is a common practice among publicly traded real estate companies like Boston Properties.
• Companies such as Equity Residential (EQR) and Simon Property Group (SPG) also utilize stock incentive plans to align director and executive compensation with shareholder value.
• The specific terms of these plans, such as vesting schedules and settlement options, can vary, but the underlying principle of incentivizing long-term performance remains consistent.

Stakeholder Impact

• The acquisition of phantom stock units by a director aligns their interests with those of shareholders, potentially leading to decisions that benefit the company's long-term value.
• Employees may view this as a positive sign, indicating that the company is committed to incentivizing its leadership.
• The transaction has no immediate impact on customers, suppliers, or creditors.

Key Dates