Form 4: BXP Inc. Director Bruce W. Duncan Reports Acquisition of Phantom Stock Units

Director Bruce W. Duncan acquired 470.68 phantom stock units of BXP, Inc. on December 31, 2024, as part of a non-employee director compensation plan.

Summary

• Bruce W. Duncan, a director at BXP, Inc., reported the acquisition of 470.68 phantom stock units on December 31, 2024.
• These phantom stock units were awarded under BXP's 2021 Stock Incentive Plan as part of non-employee director compensation.
• The units were received in lieu of director cash compensation fees.
• The phantom stock units convert to BXP common stock on a 1-for-1 basis.
• The units will be settled in shares of BXP common stock, or cash for fractional units, following the director's retirement from the BXP Board of Directors.
• The settlement can be in a lump sum or in ten annual installments, at the director's election.
• The director also received 112.92 phantom stock units due to dividend equivalent rights on October 31, 2024.
• The total number of phantom stock units held by the director after the transaction is 9,865.82.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, which is generally viewed positively as it aligns interests. There are no negative implications.

Positives

• The acquisition of phantom stock units aligns director compensation with company performance.
• The 1-for-1 conversion to common stock provides a direct incentive for the director to act in the best interests of shareholders.
• The dividend equivalent rights further enhance the value of the phantom stock units.

Future Outlook

The phantom stock units will be settled in BXP common stock upon the director's retirement, with the option for a lump sum or ten annual installments.

Industry Context

This is a standard practice for compensating non-employee directors in publicly traded companies, aligning their interests with those of shareholders.

Comparison to Industry Standards

• Many publicly traded companies use stock-based compensation for non-employee directors to align their interests with shareholders.
• The use of phantom stock units that convert to common stock is a common method of compensation.
• The vesting and payout terms are typical for these types of awards, often tied to retirement or a specific service period.

Stakeholder Impact

• The transaction has a positive impact on shareholders by aligning director interests with company performance.
• The compensation structure is designed to incentivize long-term value creation.

Key Dates

Keywords

phantom stock units, director compensation, stock incentive plan, BXP, insider trading, form 4, non-employee director, dividend equivalent rights