Form 4: BXP Inc. Director Acquires Phantom Stock Units in Lieu of Cash Compensation

Director Mary E. Kipp acquired 341.78 Phantom Stock Units of BXP, Inc. in lieu of cash compensation, convertible to common stock upon retirement from the board.

Summary

• On September 30, 2024, Mary E. Kipp, a director of BXP, Inc., acquired 341.78 Phantom Stock Units.
• These units were awarded under the company's 2021 Stock Incentive Plan as an alternative to director cash compensation fees.
• The Phantom Stock Units convert to BXP, Inc. common stock on a 1-for-1 basis.
• The price of the stock at the time of the transaction was $80.46.
• Following the transaction, Kipp beneficially owns 4,998.27 Phantom Stock Units.
• Settlement of the units will occur in shares of BXP common stock (with fractional units settled in cash) either in a lump sum or in ten annual installments after retirement from the BXP Board of Directors, based on the reporting person's election.
• Non-employee directors may elect to convert portions of their notional investment from BXP common stock to a deemed investment in one or more measurement funds after their service on the BXP Board of Directors ends, with amounts notionally invested in measurement funds settled in cash instead of BXP common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The filing reflects standard director compensation practices and aligns director interests with shareholders. There are no immediate negative implications.

Positives

• The acquisition of Phantom Stock Units by a director aligns their interests with the long-term performance of the company.
• The 2021 Stock Incentive Plan provides flexibility for non-employee directors to choose between cash compensation and equity-based compensation.

Future Outlook

The Phantom Stock Units will be settled in shares of BXP common stock (except for fractional units, which will be settled in cash) either in a lump sum or in ten annual installments following the reporting person's retirement from the BXP Board of Directors, based on the reporting person's election. Non-employee directors may elect to convert portions of their notional investment from BXP common stock to a deemed investment in one or more measurement funds after their service on the BXP Board of Directors ends, with amounts notionally invested in measurement funds settled in cash instead of BXP common stock.

Industry Context

The use of phantom stock units is a common practice in executive compensation, particularly for non-employee directors, as it aligns their interests with the long-term performance of the company without requiring an immediate cash outlay.

Comparison to Industry Standards

• Many REITs and large corporations use phantom stock or similar equity-based compensation for directors.
• Companies like Simon Property Group (SPG) and Prologis (PLD), which are also major players in the real estate industry, often utilize equity-based compensation to align director and shareholder interests.
• The specifics of the vesting schedule and payout options (lump sum vs. installments) are fairly standard within director compensation packages.

Stakeholder Impact

• Shareholders: Aligns director interests with long-term company performance.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Key Dates