Form 4: BXP Director Mary E. Kipp Acquires Phantom Stock Units as Compensation

BXP, Inc. Director Mary E. Kipp acquired 398.57 phantom stock units on June 30, 2025, as part of her compensation, bringing her total beneficial ownership to 6,401.14 units.

Summary

• Mary E. Kipp, a Director of BXP, Inc., acquired 398.57 Phantom Stock Units.
• The transaction occurred on June 30, 2025.
• These units were acquired at a price of $67.47 per unit.
• Following this transaction, Mary E. Kipp beneficially owns 6,401.14 Phantom Stock Units.
• The Phantom Stock Units convert to BXP common stock on a 1-for-1 basis.
• These units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected to receive them in lieu of cash compensation.
• Settlement of the units will occur in shares of BXP common stock (fractional units in cash) in a lump sum or ten annual installments following retirement from the BXP Board of Directors.
• Directors may elect to convert a portion of their notional investment from BXP common stock to deemed investment in measurement funds, which would be settled in cash, but only after their service on the board ends.
• The total beneficial ownership includes 90.91 Phantom Stock Units received from dividend equivalent rights credited on April 30, 2025.

Sentiment

Score: 5

Explanation: The transaction is a routine compensation event for a director, indicating neither significant positive nor negative sentiment regarding the company's immediate prospects. It reflects standard corporate governance and compensation practices.

Positives

• Director Mary E. Kipp's election to receive phantom stock units in lieu of cash compensation aligns her interests with shareholders, demonstrating confidence in BXP's long-term performance.
• The acquisition of additional units through dividend equivalent rights indicates ongoing value accrual for existing holdings.

Industry Context

This transaction is a standard practice for compensating non-employee directors in publicly traded companies, aligning their interests with shareholders through equity awards rather than solely cash. It reflects a common corporate governance strategy in the real estate investment trust (REIT) sector, where BXP operates.

Comparison to Industry Standards

• The use of phantom stock units as a form of non-employee director compensation is a common practice across various industries, including REITs, aligning director incentives with long-term shareholder value.
• The 1-for-1 conversion to common stock and the option for deferred settlement upon retirement are standard features of such equity compensation plans, similar to those offered by comparable REITs like Simon Property Group (SPG) or Public Storage (PSA) for their non-executive directors.
• The inclusion of dividend equivalent rights is also a typical feature for equity awards in dividend-paying companies, ensuring directors receive the economic benefit of dividends on their unvested or deferred units.

Corporate Governance

Related Party Transactions

• The acquisition of 398.57 Phantom Stock Units by Director Mary E. Kipp from BXP, Inc. as part of her compensation, which is a transaction between a company and its director.

Stakeholder Impact

• Shareholders: The compensation structure for directors, involving equity awards, aligns the interests of the board with shareholders, potentially fostering decisions that enhance long-term shareholder value.

Next Steps

• Phantom Stock Units will be settled in shares of BXP common stock (or cash for fractional units) in a lump sum or ten annual installments following Mary E. Kipp's retirement from the BXP Board of Directors.
• Mary E. Kipp may elect to convert all or a portion of her notional investment from BXP common stock to deemed investment in measurement funds after her service on the BXP Board of Directors ends.

Key Dates

Keywords

BXP Inc., BXP, Form 4, SEC Filing, Phantom Stock Units, Director Compensation, Equity Compensation, Insider Transaction, Mary E. Kipp, Stock Incentive Plan