Form 4: BXP Director Acquires Phantom Stock Units

BXP Director William H. Walton III acquired 319.48 phantom stock units as part of his compensation, increasing his beneficial ownership to 8,695.02 units.

Summary

• William H. Walton III, a Director of BXP, Inc., acquired 319.48 Phantom Stock Units on September 30, 2025.
• The acquisition was made pursuant to BXP's 2021 Stock Incentive Plan, where non-employee directors can elect to receive Phantom Stock Units in lieu of cash compensation.
• These Phantom Stock Units convert to BXP common stock on a 1-for-1 basis.
• The deemed price for the acquired units was $74.34 per unit.
• Following this transaction, William H. Walton III beneficially owns a total of 8,695.02 Phantom Stock Units.
• This total includes 123.60 Phantom Stock Units received on July 31, 2025, through dividend equivalent rights.
• The units are to be settled in shares of BXP common stock (or cash for fractional units) in a lump sum or ten annual installments following retirement from the BXP Board of Directors, at the reporting person's election.
• After retirement, directors may also elect to convert portions of their notional investment from BXP common stock to measurement funds, which would then be settled in cash.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a routine compensation event, it signifies continued director engagement and alignment with shareholder interests through equity ownership. There are no negative implications.

Positives

• The acquisition of phantom stock units by a director aligns management's interests with those of shareholders, as the value of their compensation is tied to the company's stock performance.
• The compensation structure encourages long-term commitment and performance from non-employee directors.

Future Outlook

The Phantom Stock Units are scheduled to be settled in shares of BXP common stock (or cash for fractional units) in a lump sum or ten annual installments following the reporting person's retirement from the BXP Board of Directors. Directors also have the option to convert their notional investment into measurement funds after their service ends, which would then be settled in cash.

Management Comments

• The company's 2021 Stock Incentive Plan is designed to allow non-employee directors to elect phantom stock units in lieu of director cash compensation fees, fostering alignment of director interests with those of shareholders.

Industry Context

Equity-based compensation, such as phantom stock units, is a common practice across various industries for non-employee directors. It serves to align the interests of directors with long-term shareholder value creation, particularly in the real estate investment trust (REIT) sector where BXP operates.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a widely adopted practice among publicly traded companies, including those in the REIT sector, to incentivize long-term performance and align director interests with shareholders.
• Many companies, such as Prologis (PLD) and Simon Property Group (SPG), utilize similar equity-based compensation plans for their non-executive directors, often involving restricted stock units or phantom stock units that vest over time or upon retirement.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in director's beneficial ownership through equity compensation can be viewed positively as it aligns the director's financial interests with the long-term performance of the company's stock, potentially leading to more shareholder-friendly decisions.

Next Steps

• The Phantom Stock Units will be settled in BXP common stock (or cash for fractional units) upon the director's retirement from the board, either in a lump sum or ten annual installments, based on the director's election.
• After retirement, the director may elect to convert portions of their notional investment to measurement funds, which would then be settled in cash.

Key Dates

Keywords

BXP, Phantom Stock Units, Director Compensation, Insider Transaction, Equity Compensation, SEC Form 4, Stock Incentive Plan