Form 4: BXP Inc. Director Matthew J. Lustig Reports Acquisition of Phantom Stock Units

Director Matthew J. Lustig acquired 403.44 phantom stock units of BXP, Inc. on December 31, 2024, as part of a compensation plan.

Summary

• Matthew J. Lustig, a director at BXP, Inc., acquired 403.44 phantom stock units on December 31, 2024.
• These phantom stock units were awarded under BXP's 2021 Stock Incentive Plan as an alternative to cash compensation for non-employee directors.
• 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.
• The director can elect to receive the shares in a lump sum or in ten annual installments.
• Additionally, the director can convert their notional investment to a deemed investment in measurement funds, which will be settled in cash.
• The reported transaction also includes 203.32 phantom stock units received as dividend equivalent rights on October 31, 2024.
• Following the transaction, Mr. Lustig beneficially owns 17,320.17 phantom stock units.

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 indications of negative sentiment.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of the shareholders.
• The stock incentive plan provides a long-term incentive for directors.
• The option to convert to measurement funds provides flexibility for the director's investment strategy.

Future Outlook

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

Industry Context

This is a standard practice for director compensation in publicly traded companies, aligning director interests with shareholder value through equity-based awards.

Comparison to Industry Standards

• Many publicly traded companies use stock-based compensation for directors to align their interests with shareholders.
• The use of phantom stock units is a common method for deferred compensation, similar to practices at companies like Boston Properties' peers in the REIT sector.
• The vesting and payout terms are typical for director compensation plans, often tied to retirement or a specific service period.

Stakeholder Impact

• The transaction has a positive impact on shareholders by aligning director interests with the company's long-term performance.
• The use of phantom stock units as compensation is a common practice and is not expected to have a negative impact on other stakeholders.

Key Dates

Keywords

phantom stock units, BXP Inc, director compensation, stock incentive plan, insider trading, Form 4, Matthew J. Lustig