Form 4: BXP Director Lustig Boosts Stake with Phantom Stock Units

BXP Director Matthew J. Lustig acquired 403.55 phantom stock units as part of his compensation, increasing his total beneficial ownership to 19,397.38 units.

Summary

• Matthew J. Lustig, a Director of BXP, Inc. (BXP), acquired 403.55 Phantom Stock Units on September 30, 2025.
• These units were acquired at a price of $74.34 per unit.
• Following this transaction, Mr. Lustig's total beneficial ownership of Phantom Stock Units stands at 19,397.38.
• The Phantom Stock Units convert to BXP common stock on a 1-for-1 basis.
• The units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elect to receive them in lieu of cash compensation.
• Settlement of these units will occur in shares of BXP common stock (with fractional units settled in cash) in a lump sum or ten annual installments following Mr. Lustig's retirement from the BXP Board of Directors.
• The reported beneficial ownership includes 280.29 Phantom Stock Units received from dividend equivalent rights credited on July 31, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a routine compensation event, it signifies continued director alignment with shareholder interests through increased equity exposure. It is not a direct cash investment, but it ties the director's personal wealth to the company's stock performance.

Positives

• The acquisition of phantom stock units increases the director's beneficial ownership, further aligning his interests with those of common shareholders.
• The use of equity-based compensation for non-employee directors is a common practice that incentivizes long-term performance and commitment.

Negatives

• Phantom Stock Units are not direct stock purchases and their settlement is deferred until retirement, meaning the director does not immediately hold voting rights or direct equity.
• The option for directors to convert their notional investment to measurement funds after retirement could dilute the direct alignment with BXP common stock performance over time for those specific units.

Risks

• The value of the Phantom Stock Units is directly tied to the future performance of BXP common stock, exposing the director to market fluctuations.
• Settlement of the units is deferred until the director's retirement from the board, introducing a time-based risk for realizing the value.

Future Outlook

The Phantom Stock Units are to be settled in BXP common stock following the reporting person's retirement from the BXP Board of Directors, either in a lump sum or in ten annual installments, at the reporting person's election. After retirement, the director may also elect to convert portions of their notional investment from BXP common stock to deemed investments in measurement funds, which would then be settled in cash.

Industry Context

This transaction represents a routine equity-based compensation event for a non-employee director, a common practice across publicly traded companies to align director incentives with long-term shareholder value. Phantom stock units are a popular vehicle for deferred compensation, particularly for directors, as they provide equity exposure without immediate stock ownership.

Comparison to Industry Standards

• The use of Phantom Stock Units as compensation for non-employee directors is a standard practice in the real estate investment trust (REIT) sector and broader corporate governance, comparable to compensation structures at companies like Simon Property Group (SPG) or Public Storage (PSA) which also utilize equity-based awards to incentivize directors.
• The 1-for-1 conversion to common stock is typical for such units, ensuring direct alignment with the underlying equity's performance.
• The deferred settlement until retirement, with options for lump sum or installments, is also a common feature designed to retain directors and defer tax implications.

Related Party Transactions

• The acquisition of Phantom Stock Units by Matthew J. Lustig, a Director of BXP, Inc., constitutes a related party transaction as it is a form of compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with shareholder value due to equity-based compensation.
• Management: Reinforces the company's compensation strategy for non-employee directors, potentially attracting and retaining qualified board members.

Next Steps

• The Phantom Stock Units will be settled in BXP common stock (or cash for fractional units) following the reporting person's retirement from the BXP Board of Directors.
• The reporting person will elect to receive settlement in a lump sum or in ten annual installments upon retirement.
• After retirement, the reporting person may make elections to convert portions of their notional investment from BXP common stock to deemed investments in measurement funds, which would then be settled in cash.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event for a non-employee director, involving the acquisition of phantom stock units in lieu of cash. While it demonstrates continued alignment of director interests with shareholders, it does not provide new fundamental information or a change in the company's operational or financial outlook that would warrant a change in investment recommendation. Investors should consider this a standard disclosure.

Keywords

BXP, Phantom Stock Units, Director Compensation, Insider Transaction, Form 4, Equity Compensation, Beneficial Ownership