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

Director Bruce W. Duncan reports acquisition of phantom stock units in BXP, Inc. due to election to receive phantom stock units in lieu of director cash compensation fees.

Summary

• On March 31, 2025, Bruce W. Duncan, a director of BXP, Inc., acquired 520.91 phantom stock units.
• These units were awarded under BXP's 2021 Stock Incentive Plan as an alternative to director cash compensation fees.
• The phantom stock units convert to BXP common stock on a 1-for-1 basis.
• They 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 Duncan's retirement from the BXP Board of Directors.
• Duncan also holds 10,520.27 phantom stock units, including 133.54 units received as dividend equivalents on January 30, 2025.

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 is a common practice and generally viewed positively as it aligns director interests with shareholder value.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of the shareholders.
• The 2021 Stock Incentive Plan provides flexibility for non-employee directors in their compensation structure.

Future Outlook

The phantom stock units will be settled in shares of BXP common stock upon the director's retirement, either in a lump sum or in ten annual installments, based on the director's election. Directors may also elect to convert their notional investment from BXP common stock to a deemed investment in one or more measurement funds, which will be settled in cash.

Industry Context

The use of phantom stock units is a common practice in executive compensation, particularly for directors, to align their interests with the long-term performance of the company. It allows directors to participate in the company's equity appreciation without the immediate dilution of existing shareholders.

Comparison to Industry Standards

• Many REITs and large corporations use similar stock incentive plans to compensate directors.
• Companies like Simon Property Group (SPG) and Prologis (PLD) also utilize equity-based compensation for their board members.
• The specifics of the plans, such as vesting schedules and settlement options, can vary, but the underlying principle of aligning director interests with shareholder value is consistent.

Stakeholder Impact

• The acquisition of phantom stock units by a director aligns their interests with shareholders, potentially leading to decisions that benefit the company's long-term performance.
• The compensation structure may impact employee morale if perceived as fair and transparent.

Key Dates

Keywords

BXP, Phantom Stock Units, Director Compensation, Stock Incentive Plan, Bruce W. Duncan, Beneficial Ownership