Form 4: BXP Executive Granted Performance-Based Equity

BXP's EVP, Chief HR Officer, Donna D. Garesche, was granted 16,949 LTIP Units under the 2025 Outperformance Plan, subject to performance and time-based vesting.

Summary

• Donna D. Garesche, Executive Vice President and Chief HR Officer of BXP, Inc., was granted 16,949 LTIP Units.
• The transaction date for this grant is December 22, 2025.
• The LTIP Units are units of limited partnership interest in Boston Properties Limited Partnership (BPLP), convertible into common units of BPLP and then redeemable for cash or BXP common stock.
• The grant is part of the Issuer's 2025 Outperformance Plan (2025 OPP).
• The LTIP Units are subject to both performance-based and time-based vesting conditions.
• Performance vesting is tied to BXP's common stock price appreciation over a four-year period ending December 22, 2029, with tiers ranging from $90.00 (12.5% earned) to $118.00 (100% earned).
• Time-based vesting occurs with one-third on the second anniversary of the grant date (December 22, 2027) and the remaining two-thirds ratably over the third and fourth years (December 22, 2028 and December 22, 2029), contingent on continued service and performance achievement.
• Following this transaction, Donna D. Garesche beneficially owns 41,998 derivative securities (LTIP Units).

Sentiment

Score: 6

Explanation: The filing reports a standard executive equity grant designed to align management incentives with shareholder interests. It is a neutral to slightly positive event as it reflects ongoing executive compensation practices and long-term incentive alignment, without indicating immediate financial performance.

Positives

• The equity grant aligns the executive's long-term interests with those of shareholders through performance-based vesting tied to stock price appreciation.
• The 2025 Outperformance Plan incentivizes strong company performance over a multi-year period.

Negatives

• The LTIP Units are not immediately convertible to common stock or cash and are subject to significant vesting conditions, including future stock price performance and continued service.
• There is no guarantee that the performance tiers will be met, potentially resulting in a forfeiture of some or all of the granted units.

Risks

• Failure to achieve the specified stock price performance tiers (ranging from $90.00 to $118.00) by December 22, 2029, could result in a reduced number of earned LTIP Units or no units at all.
• The executive must maintain continued service with the company for the time-based vesting conditions to be met, risking forfeiture upon departure.
• Market fluctuations and broader economic conditions could negatively impact BXP's stock price, making it challenging to meet the performance targets.

Future Outlook

The future outlook for the granted LTIP Units is directly tied to the appreciation of BXP's common stock price, with specific performance tiers set between $90.00 and $118.00 over a four-year period ending December 22, 2029. The achievement of these targets, alongside continued service, will determine the ultimate number of units earned.

Management Comments

• No direct quotes or paraphrased statements from company management are provided in this filing.

Industry Context

This executive equity grant is a standard practice in the real estate investment trust (REIT) industry, aiming to align executive compensation with long-term shareholder value creation. Performance-based awards, such as LTIP Units, are common tools used to incentivize management to achieve specific financial or stock price targets, reflecting broader trends in corporate governance emphasizing pay-for-performance.

Comparison to Industry Standards

• No specific comparable companies, projects, or results are mentioned in the filing to assess the results against global benchmarks.

Corporate Governance

Related Party Transactions

• The grant of 16,949 LTIP Units to Donna D. Garesche, an Executive Vice President and Chief HR Officer, constitutes a related party transaction as part of the company's executive compensation program.

Stakeholder Impact

• Shareholders: The performance-based nature of the grant aims to align executive incentives with shareholder returns, potentially leading to increased long-term value if performance targets are met.
• Employees: The grant to a key executive may signal confidence in the company's future and its compensation strategies for leadership.

Next Steps

• Monitoring of BXP's common stock price performance against the specified tiers ($90.00 to $118.00) through December 22, 2029.
• Tracking of the executive's continued service for time-based vesting conditions.
• Potential conversion of LTIP Units to Common OP Units and subsequent redemption for cash or BXP common stock upon vesting.

Key Dates

Keywords

BXP, Boston Properties, LTIP Units, Executive Compensation, Form 4, Equity Grant, Performance Plan, Real Estate, Vesting Conditions