Form 4: BXP Inc. Director Acquires Phantom Stock Units

Director Mary E. Kipp acquired phantom stock units in BXP Inc., convertible to common stock, as part of the company's 2021 Stock Incentive Plan.

Summary

• On March 31, 2025, Mary E. Kipp, a director of BXP, Inc., acquired 409.29 phantom stock units.
• These units were awarded under BXP's 2021 Stock Incentive Plan as an alternative to cash compensation.
• The phantom stock units convert to BXP common stock on a 1-for-1 basis.
• Following the transaction, Kipp beneficially owns 5,911.66 phantom stock units.
• The price per phantom stock unit was $67.19.
• The units will be settled in shares of BXP common stock (with fractional units settled in cash) either in a lump sum or in ten annual installments following retirement from the BXP Board of Directors.
• Non-employee directors can elect to convert portions of their notional investment into measurement funds, which will be settled in cash.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a stable and well-managed company. The use of phantom stock units aligns director interests with shareholder value, which is generally viewed positively.

Positives

• The acquisition of phantom stock units by a director signals confidence in the company's future performance.
• The 2021 Stock Incentive Plan aligns the interests of non-employee directors with those of shareholders.
• The option for directors to convert their investment into measurement funds provides flexibility in managing their deferred compensation.

Future Outlook

The phantom stock units will be settled in shares of BXP common stock (except that fractional units, if any, will be settled in cash) in a lump sum or in ten annual installments, at the reporting person's election, following the reporting person's retirement from the BXP Board of Directors. In addition, non-employee directors who elect a deferred payout following their retirement may make one or more elections to convert all or a portion (but only in 25% increments) of their notional investment from BXP common stock to a deemed investment in one or more measurement funds. These elections may only be made after the director's service on the BXP Board of Directors ends. Amounts notionally invested in measurement funds will be settled in cash instead of BXP common stock.

Industry Context

Director compensation in the form of stock and phantom stock units is a common practice in publicly traded companies to align the interests of directors with those of shareholders. This Form 4 filing provides transparency into the equity holdings of BXP's directors.

Comparison to Industry Standards

• Stock incentive plans for directors are a common practice among publicly traded REITs like BXP.
• Companies such as Boston Properties (BXP) use equity-based compensation to align director interests with shareholder value.
• The specifics of the plan, such as vesting schedules and settlement options, are typical for director compensation packages.

Stakeholder Impact

• Shareholders may view the director's acquisition of phantom stock units as a positive sign, indicating confidence in the company's future performance.
• The compensation structure aligns the interests of the directors with those of the shareholders.

Key Dates

Keywords

BXP Inc., phantom stock units, director compensation, stock incentive plan, beneficial ownership, Form 4, SEC