Form 4: BXP Director Julie Richardson Acquires Phantom Stock Units as Part of Compensation Plan

BXP, Inc. Director Julie Richardson has acquired 162 phantom stock units valued at $67.47 per unit, as part of the company's non-employee director compensation program.

Summary

• Director Julie Richardson acquired 162 Phantom Stock Units of BXP, Inc. on June 30, 2025.
• The Phantom Stock Units convert to BXP common stock on a 1-for-1 basis.
• These units were awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected to receive them in lieu of cash compensation fees.
• The units are to be settled in shares of BXP common stock (with fractional units settled in cash) in a lump sum or ten annual installments following the reporting person's retirement from the BXP Board of Directors.
• Non-employee directors may elect to convert all or a portion (in 25% increments) of their notional investment from BXP common stock to a deemed investment in one or more measurement funds after their service on the board ends, with such amounts settled in cash.

Sentiment

Score: 6

Explanation: The document reports a routine, expected transaction related to director compensation, which is generally viewed as neutral to slightly positive due to alignment of interests, but does not indicate significant new developments or financial performance.

Positives

• The acquisition of phantom stock units by a director aligns their interests with those of shareholders, as the value of the units is tied to the company's common stock performance.
• The transaction is part of a structured compensation plan, indicating a predictable and transparent approach to director remuneration.

Future Outlook

Phantom Stock Units are designed 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 to measurement funds after their board service ends, which would then be settled in cash.

Management Comments

• Phantom Stock Units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected to receive them in lieu of director cash compensation fees.

Industry Context

The acquisition of phantom stock units by a non-employee director is a common practice in many industries, including real estate investment trusts (REITs) like BXP, Inc., to align the interests of board members with long-term shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a standard practice across various industries, including real estate, technology, and finance.
• This method is comparable to equity compensation plans at companies like Simon Property Group (SPG) or Prologis (PLD), which often include restricted stock units or similar equity-linked awards for their independent directors to foster long-term commitment and performance alignment.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by Director Julie Richardson from BXP, Inc. constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors under an established incentive plan.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the long-term performance of BXP common stock, potentially benefiting shareholders through improved governance and strategic decision-making.

Next Steps

• Settlement of the Phantom Stock Units in BXP common stock (or cash) will occur following Julie Richardson's retirement from the BXP Board of Directors, either in a lump sum or ten annual installments, based on her election.
• Julie Richardson may elect to convert her notional investment from BXP common stock to measurement funds after her service on the BXP Board of Directors ends, with such amounts settled in cash.

Key Dates

Keywords

BXP, Form 4, Insider Transaction, Director Compensation, Phantom Stock Units, Equity Compensation, Corporate Governance