Form 4: BXP Director Matthew Lustig Increases Stake Through Phantom Stock Unit Acquisition

BXP, Inc. Director Matthew J. Lustig acquired 435.62 phantom stock units as part of his compensation, increasing his total beneficial ownership to 18,713.54 units.

Summary

• Director Matthew J. Lustig acquired 435.62 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 valued at $67.47 per unit for this transaction.
• Following this transaction, Matthew J. Lustig beneficially owns a total of 18,713.54 Phantom Stock Units.
• This total includes 276.81 Phantom Stock Units received on April 30, 2025, pursuant to dividend equivalent rights.
• The units are to be settled in BXP common stock (or cash for fractional units) in a lump sum or ten annual installments following retirement from the BXP Board of Directors.
• After retirement, directors may 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: Slightly positive due to increased insider alignment, but largely neutral as it's a routine compensation disclosure rather than a discretionary purchase or sale.

Positives

• Director Matthew J. Lustig's beneficial ownership increased, aligning his interests further with shareholders.
• The acquisition is part of a compensation plan, indicating a structured approach to executive incentives.

Future Outlook

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

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive equity-based compensation, such as phantom stock units, to align their long-term interests with those of shareholders. This is a standard compensation mechanism in the real estate investment trust (REIT) sector, where BXP operates, aiming to incentivize long-term value creation.

Comparison to Industry Standards

• The use of phantom stock units as a form of non-employee director compensation is a widely accepted practice across various industries, including REITs.
• Companies like Simon Property Group (SPG), Public Storage (PSA), and Prologis (PLD) also utilize equity-based compensation plans to incentivize their directors and executives, aligning their interests with shareholder returns.
• The specific terms, such as 1-for-1 conversion and post-retirement settlement options, are typical for such plans, providing flexibility while ensuring long-term commitment.

Related Party Transactions

• The acquisition of Phantom Stock Units by Director Matthew J. Lustig is a transaction between the company and a related party (a director) as part of the company's 2021 Stock Incentive Plan for non-employee directors, in lieu of cash compensation.

Stakeholder Impact

• **Shareholders**: Increased alignment of director's interests with shareholders due to equity-based compensation.
• **Employees**: No direct impact mentioned.
• **Customers**: No direct impact mentioned.
• **Suppliers**: No direct impact mentioned.
• **Creditors**: No direct impact mentioned.

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, either in a lump sum or in ten annual installments.
• Directors may also elect to convert their notional investment to measurement funds after their service ends.

Key Dates

Keywords

BXP Inc., BXP, Matthew J. Lustig, Director, Phantom Stock Units, SEC Form 4, Insider Ownership, Stock Incentive Plan, Compensation, Equity Compensation