DEF 14A of BXP, Inc., Apr 12, 2024

DEF 14A of BXP, Inc.

Filed Apr 12, 2024 · FY20230001656423-24-000016

Open on EDGAR

  1. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 BOSTON PROPERTIES, INC. (Name of Registrant as Specified in its Charter) Not applicable. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. April 12, 2024 Dear Fellow BXP Stockholders, You are cordially invited to attend the 2024 annual meeting of stockholders of Boston Properties, Inc. The annual meeting will be held on Wednesday, May 22, 2024 at 9:00 a.m., Pacific Time, at Salesforce Tower, 415 Mission Street, 55th Floor, San Francisco, CA 94105. The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the meeting. We encourage you to review these materials carefully and to use this opportunity to take part in BXP's affairs by voting on the matters described in the proxy statement. Following the formal portion of the meeting, we will provide a brief report on the operations of our company and our directors and management team will be available to answer appropriate questions from stockholders. Among other matters to be voted upon at the meeting is the election of directors. This year, the Board is pleased to announce the nomination of Timothy J. Naughton for election to BXP’s Board. Tim is the Chairman of the Board of AvalonBay Communities, Inc., where he previously served as Chief Executive Officer. Our proxy statement includes more information about Tim, as well as our continuing directors nominated for election at the 2024 annual meeting. On behalf of the BXP Board, we extend our sincere gratitude to Kelly A. Ayotte, who will not be standing for re-election in 2024 following six years of service on our Board. Kelly made significant contributions to BXP during her tenure, including serving as the Lead Independent Director and Chair of the Compensation Committee. The Board is deeply appreciative for her service and wishes her the best of luck as she seeks election to the office of Governor of New Hampshire. Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to attend the meeting. You may vote over the internet, by telephone or by mail. Thank you for your continued support of BXP. Sincerely,

  2. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | Owen D. Thomas Chairman and Chief Executive Officer | | Joel I. Klein Lead Independent Director |

  3. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Notice of 2024 Annual Meeting of Stockholders of Boston Properties, Inc. 2024 Annual Meeting Information

  4. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | Date & Time Wednesday, May 22, 2024 9:00 a.m., Pacific Time | Location Salesforce Tower 415 Mission Street, 55th Floor San Francisco, CA 94105 | Record Date March 27, 2024. Only holders of record of BXP common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting. |

  5. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 1 | To elect the eleven (11) nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and qualified | | 2 | To hold a non-binding, advisory vote on named executive officer compensation | | 3 | To approve the Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | | 4 | To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | | 5 | To consider and act upon any other matters that are properly brought by or at the direction of the Board of Directors before the annual meeting and at any adjournments or postponements thereof |

  6. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proxy Voting Whether or not you plan to attend the meeting and vote your shares of common stock in person, we urge you to vote your shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided. If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted. Any proxy may be revoked at any time prior to its exercise at the annual meeting.

  7. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | By Order of the Board of Directors, | | | | Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 22, 2024. The proxy statement and our 2023 annual report to stockholders are available at www.proxyvote.com. | | ERIC G. KEVORKIAN, ESQ. | | | Secretary | | | April 12, 2024 | |

  8. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Table of Contents

  9. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | › | Proxy Summary & Highlights | | | 1 | | › | Proposal 1 / Election of Directors | | | 8 | | | Vote Required and Majority Voting Standard | 8 | Director Independence | 23 | | | Summary of Board Nominee Qualifications and Experience | 10 | Consideration of Director Nominees | 25 | | | Nominees for Election | 12 | | | | › | Corporate Governance | | | 27 | | | Board Leadership Structure | 27 | Risk Oversight Framework | 33 | | | Board Refreshment Philosophy | 30 | Board and Committee Meetings | 36 | | | Policy Against Overboarding | 31 | Board Committees | 37 | | | Board and Committee Evaluations | 32 | Other Governance Matters | 42 | | › | Human Capital Management and Sustainability | | | 44 | | | Human Capital Management | 44 | Sustainability | 46 | | › | Executive Officers | | | 52 | | › | Principal and Management Stockholders | | | 58 | | › | Compensation of Directors | | | 62 | | | Components of Director Compensation | 62 | Director Stock Ownership Guidelines | 63 | | | Deferred Compensation Program | 63 | Director Compensation Table | 64 | | › | Compensation Discussion and Analysis | | | 66 | | | Executive Summary | 67 | Determining Executive Compensation | 94 | | | Our Executive Compensation Program | 72 | Other Compensation Policies | 96 | | | 2023 Executive Compensation | 74 | Compensation Committee Report | 101 | | › | Compensation of Executive Officers | | | 102 | | | Summary Compensation Table | 102 | Employment Agreements | 111 | | | Grants of Plan-Based Awards in 2023 | 104 | Potential Payments Upon Termination or Change in Control | 115 | | | Outstanding Equity Awards at 2023 Fiscal Year-End | 106 | Pay Ratio Disclosure | 121 | | | 2023 Option Exercises and Stock Vested | 108 | Pay Versus Performance | 122 | | | Nonqualified Deferred Compensation in 2023 | 109 | Equity Compensation Plan Information | 126 | | › | Proposal 2 / Advisory Vote on Named Executive Officer Compensation | | | 127 | | | Proposal | 127 | Vote Required | 127 |

  10. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | › | Proposal 3 / Approval of the Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | | | 128 | | | Proposal | 128 | Summary of Federal Income Tax Consequences | 130 | | | Summary of the Material Provisions of the ESPP | 129 | Vote Required | 130 | | | New Plan Benefits | 130 | | | | › | Proposal 4 / Ratification of Appointment of Independent Registered Public Accounting Firm | | | 131 | | | Proposal | 131 | Vote Required | 132 | | | Fees to Independent Registered Public Accounting Firm | 132 | Audit Committee Report | 133 | | | Audit and Non-Audit Services Pre-Approval Policy | 132 | | | | › | Other Matters | | | 134 | | | Certain Relationships and Related Person Transactions | 134 | Stockholder Nominations for Director and Proposals for the 2025 Annual Meeting | 135 | | › | Information About the Annual Meeting | | | 136 | | | Notice of Internet Availability of Proxy Materials | 136 | How to Vote | 137 | | | Presentation of Other Matters at the Annual Meeting | 136 | Revoking Proxy Instructions | 138 | | | Stockholders Entitled to Vote | 136 | Accessing BXP's Proxy Materials Electronically | 138 | | | Attending the Annual Meeting | 136 | Householding | 138 | | | Quorum for the Annual Meeting | 136 | Expenses of Solicitation | 139 | | › | Appendix A — Disclosures Relating to Non-GAAP Financial Measures | | | A-1 | | › | Appendix B — Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | | | B-1 | | | Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | B-1 | Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | B-2 |

  11. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proxy Summary & Highlights This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References to “we,” “us,” “our,” “BXP” and the “Company” in this proxy statement refer to Boston Properties, Inc., and references to “BPLP” and the "Operating Partnership" in this proxy statement refer to Boston Properties Limited Partnership, our operating partnership. This proxy statement is being made available to stockholders of BXP on or about April 12, 2024 via the Internet or by delivering printed copies by mail, and it is furnished in connection with the solicitation of proxies by the Board of Directors of BXP (our "Board" or our "Board of Directors") for use at our 2024 annual meeting of stockholders. 2024 Annual Meeting Information

  12. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | Date & Time Wednesday, May 22, 2024 9:00 a.m., Pacific Time | Location Salesforce Tower 415 Mission Street, 55th Floor San Francisco, CA 94105 | Record Date March 27, 2024 |

  13. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Ways to Vote

  14. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | Vote by Internet Vote online at proxyvote.com | Vote by Telephone Vote by calling the toll-free number: 1-800-690-6903 | Vote by Mail Sign and date your proxy card and return it promptly in the postage-paid envelope provided |

  15. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Voting Matters and Recommendations

  16. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal | | Board voting recommendation | | Where to find more information | | Proposal 1 | Election of Eleven (11) Directors | | FOR each nominee | Page 8 | | Proposal 2 | Non-binding, Advisory Vote on Named Executive Officer Compensation | | FOR | Page 127 | | Proposal 3 | Approval of the Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan | | FOR | Page 128 | | Proposal 4 | Ratification of Appointment of Independent Registered Public Accounting Firm | | FOR | Page 131 |

  17. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proxy Summary |

  18. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Director Succession Led by our Nominating and Corporate Governance ("NCG") Committee, our Board of Directors remains focused on ensuring (1) a smooth transition when directors retire or otherwise leave our Board and (2) that the composition of our Board is systematically refreshed so that, taken as a whole, it has the desired mix of skills, experience, continuity, reputation and diversity relevant to our strategic direction and operating environment, as well as the knowledge, ability and independence to continue to deliver the high standard of governance and oversight expected by investors. For more information on this process, see “Corporate Governance—Board Refreshment Philosophy” beginning on page 30 of this proxy statement. Consistent with this approach, since 2016, our Board nominated, and our stockholders elected, seven new directors, and our Board of Directors is delighted to nominate a new candidate – Mr. Timothy J. Naughton – for election to our Board at the 2024 annual meeting of stockholders. Ms. Kelly A. Ayotte, a director of BXP since 2018, is not standing for re-election. Of the eight, first-time nominees for director since 2016, four (50%) were women and two (25%) were African American. Mr. Naughton was initially recommended for consideration by Messrs. Lustig and Thomas.

  19. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 2016 | 2018 | 2019 | 2021 | 2023 | 2024 | | 2 new directors | 1 new director | 2 new directors | 1 new director | 1 new director | 1 new nominee | | Karen E. Dykstra Bruce W. Duncan | Kelly A. Ayotte | Diane J. Hoskins William H. Walton, III | Mary E. Kipp | Derek Anthony West | Timothy J. Naughton |

  20. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | / |

  21. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Board Nominees Following the recommendation of the NCG Committee, our Board of Directors unanimously nominated the following eleven (11) candidates for election as directors at the 2024 annual meeting of stockholders.

  22. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name | Principal Occupation | Age(1) | Director Since | Independent | Current Committee Memberships(2) | | Owen D. Thomas Chairman of the Board | Chief Executive Officer of Boston Properties, Inc. | 62 | 2013 | | Sustainability | | Joel I. Klein(3) Lead Independent Director | Chief Executive Officer of Retromer Therapeutics Corp. | 77 | 2013 | | ex officio(4) | | Bruce W. Duncan(3)(5) | Former President and Chief Executive Officer of CyrusOne Inc. | 72 | 2016 | | Audit Compensation - Chair NCG | | Carol B. Einiger | President of Post Rock Advisors, LLC | 74 | 2004 | | Audit NCG | | Diane J. Hoskins | Global Co-Chair of M. Arthur Gensler Jr. & Associates, Inc. | 66 | 2019 | | NCG Sustainability - Chair | | Mary E. Kipp(5) | President & Chief Executive Officer of Puget Sound Energy, Inc. | 56 | 2021 | | Audit - Chair Sustainability | | Douglas T. Linde | President of Boston Properties, Inc. | 60 | 2010 | | Sustainability | | Matthew J. Lustig | Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co. | 63 | 2011 | | NCG - Chair Sustainability | | Timothy J. Naughton(3)(5) | Chairman of the Board of AvalonBay Communities, Inc. | 63 | New Nominee | | N/A | | William H. Walton, III | Co-Founder and Managing Member of Rockpoint Group, LLC | 72 | 2019 | | Compensation | | Derek Anthony (Tony) West | Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. | 58 | 2023 | | Compensation |

  23. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    1.Ages are as of May 22, 2024, the date of the 2024 annual meeting of stockholders. 2.Ms. Ayotte currently serves on the Compensation Committee, but she is not standing for re-election. 3.Assuming their election to our Board of Directors at the 2024 annual meeting of stockholders, the Board expects to appoint (1) Mr. Duncan as Chair of the Audit Committee, (2) Mr. Klein as Chair of the Compensation Committee and (3) Mr. Naughton as a member of the Compensation and Sustainability Committees. 4.As Lead Independent Director, Mr. Klein serves ex officio as a member of each of the Board's committees. 5.Our Board of Directors determined that each of Ms. Kipp and Messrs. Duncan and Naughton qualifies as an “audit committee financial expert” as that term is defined in the rules of the Securities and Exchange Commission (the "SEC").

  24. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proxy Summary |

  25. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Snapshot of 2024 Board Nominees Presented below is a snapshot of the expected composition of our Board of Directors immediately following the 2024 annual meeting of stockholders, assuming the election of the eleven (11) nominees named in this proxy statement. Our Board of Directors believes that, collectively, the nominees exhibit an effective mix of qualifications, experience, diversity and tenure. For comparison purposes, presented below are metrics on age, tenure and diversity for BXP and the constituents of the S&P 500 Index, of which BXP is a member. Data for the S&P 500 Index is based on the Spencer Stuart Board Index 2023.

  26. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 66.3 years | Average age of all BXP directors | | 67.3 years | Average age of BXP independent directors | | 63.3 years | Average age of independent directors for the S&P 500 |

  27. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 8.3 years | Average tenure of all BXP directors | | 7.3 years | Average tenure of BXP independent directors | | 7.8 years | Average tenure of all S&P 500 directors |

  28. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 27% | of BXP directors are women | | 33% | of all S&P 500 directors are women | | 18% | of BXP directors are from an underrepresented racial or ethnic group | | 24% | of all S&P 500 directors are from an underrepresented racial or ethnic group |

  29. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | / |

  30. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Qualifications and Experience of 2024 Board Nominees The following summarizes the qualifications and experience of the eleven (11) nominees for election as directors. For additional information, see “Proposal 1 / Election of Directors—Nominees for Election” beginning on page 12 of this proxy statement.

  31. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Qualification/Experience | | | | | | | | | | | | | # of Directors | % of the Board | | | Strategic Planning and Leadership | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | | | CEO/Executive Management | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | | | Risk Oversight | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | | | REITs and/or Real Estate | • | • | • | • | • | • | • | | | | | 7 | 64% | | | Asset Management | • | • | • | • | • | • | • | | | | | 7 | 64% | | | Capital Markets and Investment Banking | • | • | • | • | • | • | • | | | | | 7 | 64% | | | Other Public Company Board Experience | • | • | • | • | • | • | • | • | | | | 8 | 73% | | | Government and Public Policy | • | • | • | • | • | | | | | | | 5 | 45% | | | International | • | • | • | • | • | • | • | • | | | | 8 | 73% | | | Financial Literacy | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | | | Audit Committee Financial Expert | • | • | • | | | | | | | | | 3 | N/A | | | Technology Industry | • | • | • | • | | | | | | | | 4 | 36% | | | Corporate Governance | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% | | | Sustainability | • | • | • | • | • | • | | | | | | 6 | 55% | | | Talent Management | • | • | • | • | • | • | • | • | • | • | • | 11 | 100% |

  32. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proxy Summary |

  33. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Governance Highlights We are committed to strong corporate governance policies and practices that not only satisfy regulatory requirements, New York Stock Exchange ("NYSE") listing standards and broadly recognized governance practices, but also foster effective leadership and independent oversight by our Board of Directors. We intend for our governance policies and practices to help us execute our long-term strategy and believe such polices and practices are aligned with our stockholders' interests.

  34. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Board Composition, Leadership & Independence | •Mr. Klein currently serves as our Lead Independent Director and Mr. Thomas serves as our Chairman and CEO •Eleven (11) directors •Nine (9) directors (82%) are independent •On our current Board, four (4) directors (36%) are women and two (2) directors (27%) are African American •Of the eight first-time nominees for director since 2016, four (50%) were women and two (25%) were African American •Established guidelines on Board refreshment NEW(1) | | Stockholder Rights | •Incorporated in Delaware, which means the Maryland Unsolicited Takeovers Act does not apply to us •Proxy Access By-law right •Annual election of all directors •Majority voting standard in uncontested director elections •Stockholder right to amend By-laws •No Stockholder Rights Plan (or “poison pill”) •Disclosure of Policy on Company Political Spending | | Director Policies | •Independent directors hold regular executive sessions •Each Board committee is authorized to retain separate legal counsel and engage other third-party advisors in its sole discretion •All directors, officers and employees are subject to our Code of Business Conduct and Ethics •Annual self-evaluations for the Board and each committee are conducted by alternating between written assessments and interviews of individual directors by our Lead Independent Director; process overseen by our NCG Committee •Policy against overboarding that prohibits (1) non-employee directors of BXP from serving on more than three other public company boards and (2) directors that are also executive officers of BXP from serving on more than one other public company board NEW(2) •Each director attended more than 75% of the meetings of the Board and committees on which he or she served in 2023; in the aggregate, our directors attended more than 97% of the total number of meetings held in 2023 | | Compensation | •More than 89% of votes cast FOR our “Say-on-Pay” proposal at the 2023 annual meeting •Stock ownership requirements for executives (for CEO, 6x base salary) •Stock ownership requirements for directors (5x annual retainer) •Double-trigger vesting for time-based equity awards •Compensation clawback policy •Policy against new tax gross-up provisions •Non-employee directors are compensated under a stockholder-approved plan •Anti-hedging, anti-pledging and anti-short-sale policies |

  35. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    1.For more information on our Board's refreshment philosophy and related guidelines, see "Corporate Governance—Board Refreshment Philosophy" beginning on page 30 of this proxy statement. 2.For more information on the Policy Against Overboarding, see "Corporate Governance—Policy Against Overboarding" on page 31 of this proxy statement.

  36. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | / |

  37. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Sustainability Highlights We continue to address the needs of our stakeholders by making efforts to maintain and improve our performance across three pillars: climate action, climate resilience and social good. BXP is a widely recognized industry leader in sustainability, and our highlights include:

  38. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Sustainability Highlights | •Corporate member of the U.S. Green Building Council •Fitwel Champion through a partnership with Fitwel, a leading healthy building certification system, to support healthy building design and operational practices across our portfolio •Since 2018, BPLP has issued an aggregate of $5.1 billion of green bonds in six separate offerings; allocation of net proceeds is restricted to “eligible green projects” •The Science-Based Targets initiative (SBTi) Target Validation Team classified BXP’s emissions reduction target as in line with a 1.5°C trajectory, the most ambitious designation available at the time of submission •33.4 million square feet LEED certified, of which 92% is certified at the highest Gold and Platinum levels (as of December 31, 2023) •We publish an annual Sustainability & Impact report, which is available on our website at http://www.bxp.com under the heading “Commitment,” but it is not incorporated by reference into this proxy statement or any other document we file with the SEC | | 2023 Awards and Recognitions | •Ranked among the top real estate companies in the 2023 GRESB assessment, earning an eighth consecutive 5-Star rating, and a twelfth consecutive “Green Star” designation •MSCI rating of "AA" and Carbon Disclosure Project score of "B" •Named to the Dow Jones Sustainability Index (DJSI) North America for the third consecutive year; one of seven real estate companies that qualified and the only office REIT in the index, scoring in the 94th percentile of real estate companies assessed for inclusion •Recognized at the Bronze Level by Commercial Property Executive for "Best ESG Program" •Named an ENERGY STAR Partner of the Year - Sustained Excellence Award Winner •Continued tenure as an inaugural Platinum Level Green Lease Leader by the Institute for Market Transformation and the U.S. Department of Energy |

  39. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proposal 1 / Election of Directors BXP is currently governed by an eleven-member Board of Directors. At the 2024 annual meeting of stockholders, directors will be elected to hold office for a one-year term expiring at the 2025 annual meeting of stockholders. Directors hold office until their successors are duly elected and qualified, or until their earlier resignation or removal. Any director appointed to fill a vacancy on our Board of Directors will hold office for a term expiring at the next annual meeting of stockholders following such appointment. Following the recommendation of the NCG Committee, our Board of Directors nominated the following directors for election at the 2024 annual meeting of stockholders:

  40. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Board of Directors Nominees | Bruce W. Duncan | Carol B. Einiger | | | Diane J. Hoskins | Mary E. Kipp | | | Joel I. Klein | Douglas T. Linde | | | Matthew J. Lustig | Timothy J. Naughton | | | Owen D. Thomas | William H. Walton, III | | | Derek Anthony (Tony) West | |

  41. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Each nominee other than Mr. Naughton currently serves as a director of BXP. In making its recommendations, the NCG Committee considered a number of factors, including its criteria for Board membership, which include the minimum qualifications that must be possessed by a director candidate in order to be nominated for a position on our Board. Our Board of Directors anticipates that, if elected, the nominees will serve as directors. However, if any person nominated by our Board of Directors is unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person as the Board may recommend. Vote Required and Majority Voting Standard Our By-laws provide for a majority voting standard. This means that, in an uncontested election, nominees for director are elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. The majority voting standard would not apply in contested elections, which, generally, will include any situation in which BXP receives a notice that a stockholder has nominated a person for election to our Board of Directors at a meeting of stockholders that is not withdrawn on or before the tenth day before we first mail the notice for such meeting to the stockholders. The majority voting standard will apply to the election of directors at the 2024 annual meeting of stockholders. Accordingly, nominees for director will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Broker non-votes, if any, and abstentions will not be treated as votes cast.

  42. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal 1 | / |

  43. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Our Corporate Governance Guidelines contain a related resignation policy, under which a director who fails to receive the required number of votes for re-election will tender his or her resignation to our Board of Directors for its consideration. The NCG Committee will then act on an expedited basis to determine whether it is advisable to accept the director’s resignation and will submit its recommendation for prompt consideration by our Board of Directors. Our Board of Directors will act on the tendered resignation within 90 days following certification of the stockholder vote and will promptly and publicly disclose its decision. Any director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation. If the resignation is not accepted, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. The NCG Committee and our Board of Directors may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

  44. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Recommendation of the Board | | The Board of Directors unanimously recommends a vote “FOR” each of its nominees: Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Owen D. Thomas, William H. Walton, III, and Derek Anthony (Tony) West. Properly authorized proxies solicited by the Board of Directors will be voted “FOR” each of the nominees unless instructions to the contrary are given. | |

  45. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proposal 1 |

  46. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Summary of Board Nominee Qualifications and Experience In addition to the minimum qualifications that our Board of Directors believes are necessary for all directors, the following chart highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of BXP and the execution of our long-term strategy. A mark for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the BXP Board of Directors. Our Board did not assign specific weights to any of these attributes or otherwise formally rate the level of a nominee’s attribute relative to the rating for any other potential nominee or any other person. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Directors, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographical descriptions below. Nominee Qualifications and Experience

  47. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Qualification/Experience | | Duncan | Einiger | Hoskins | Kipp | Klein | Linde | Lustig | Naughton | Thomas | Walton | West | | | Strategic Planning and Leadership | • | • | • | • | • | • | • | • | • | • | • | | | CEO/Executive Management | • | • | • | • | • | • | • | • | • | • | • | | | Risk Oversight | • | • | • | • | • | • | • | • | • | • | • | | | REITs and/or Real Estate | • | | • | | | • | • | • | • | • | | | | Asset Management | • | • | | | | • | • | • | • | • | | | | Capital Markets and Investment Banking | • | • | | | | • | • | • | • | • | | | | Other Public Company Board Experience | • | • | | • | • | | • | • | • | • | | | | Government and Public Policy | | | | • | • | • | | | | • | • | | | International | • | • | • | | • | | • | | • | • | • | | | Financial Literacy | • | • | • | • | • | • | • | • | • | • | • | | | Audit Committee Financial Expert | • | | | • | | | | • | | | | | | Technology Industry | • | | • | | • | | | | | | • | | | Corporate Governance | • | • | • | • | • | • | • | • | • | • | • | | | Sustainability | | | • | • | | • | | • | • | | • | | | Talent Management | • | • | • | • | • | • | • | • | • | • | • |

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    | Proposal 1 | / |

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    Demographics(1)

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    | | Duncan | Einiger | Hoskins | Kipp | Klein | Linde | Lustig | Naughton | Thomas | Walton | West | | Race/Ethnicity | | | | | | | | | | | | | Black or African American | | | • | | | | | | | | • | | White | • | • | | • | • | • | • | • | • | • | | | Gender | | | | | | | | | | | | | Male | • | | | | • | • | • | • | • | • | • | | Female | | • | • | • | | | | | | | | | Board Tenure | | | | | | | | | | | | | Years(2) | 8.0 | 20.0 | 5.0 | 2.4 | 11.3 | 14.3 | 13.3 | — | 11.1 | 5.0 | 1.0 |

  51. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    1.None of the nominees self-identifies as a member of the LGBTQ+ community. 2.As of May 22, 2024, the date of the 2024 annual meeting of stockholders.

  52. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proposal 1 |

  53. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Nominees for Election The following biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2024 annual meeting, based on information furnished to us by each nominee, as well as the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director of BXP.

  54. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Owen D. Thomas Chairman of the Board and Chief Executive Officer of Boston Properties, Inc. Qualifications: Mr. Thomas is a recognized leader in the real estate industry with more than 35 years of executive leadership, strategic planning, management and international experience, as well as substantial experience in financial and capital markets. Our Board of Directors agreed to nominate Mr. Thomas for re-election to the Board for so long as he remains CEO, and he has agreed to resign from the Board upon termination of employment. Professional Background: •Chairman of the Board of Directors of BXP since May 2022 •Chief Executive Officer and a director of BXP since April 2013 •Member of the Board of Directors of Lehman Brothers Holdings Inc. (“LBHI”) since March 2012; Chairman of the Board of LBHI from March 2012 to March 2013 •Various positions at Morgan Stanley from 1987 to 2011 including: › Chief Executive Officer of Morgan Stanley Asia Ltd., › President of Morgan Stanley Investment Management, › Head of Morgan Stanley Real Estate, and › Managing Director •Member of Morgan Stanley’s Management Committee from 2005 to 2011 •Director of Grosvenor Group Limited from 2011 to 2013 Other Leadership Experience, Community Involvement and Education: •Member and former Global Chairman of the Urban Land Institute •Director of the Real Estate Roundtable •Member of the Advisory Board of Governors of Nareit •Member of The Economic Club of New York •Member and former Chairman of the Pension Real Estate Association •Chairman of the Board of Trustees of Woodberry Forest School •Former Director of the University of Virginia Investment Management Company •Received a BS in Mechanical Engineering from the University of Virginia and an MBA from Harvard Business School | | | | | Director since | April 2013 Age | 62 Current BXP Board Committees •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | |

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    | Proposal 1 | / |

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    | | Joel I. Klein Chief Executive Officer of Retromer Therapeutics Corp. Qualifications: Mr. Klein has worked for more than 50 years in private industry and government during which time he has gained significant experience in senior policy making and executive roles, as well as a broad range of legal and financial matters. Professional Background: •Chief Executive Officer of Retromer Therapeutics Corp., a biotech start-up, since December 2020 •Senior Advisor to CEO, Oscar Health Corporation, a health insurance company ("Oscar"), since January 2022; Chief Policy and Strategy Officer at Oscar from January 2016 to January 2022 •Director of Juul Labs since March 2021 •Director of News Corporation from January 2011 to November 2020 •Executive Vice President, Office of the Chairman of News Corporation from June 2003 to December 2015; Chief Executive Officer of Amplify, the education division of News Corporation, from January 2011 to December 2015 •Chancellor of the New York City Department of Education from 2002 through 2010, where Mr. Klein oversaw a system of over 1,600 schools with 1.1 million students, 136,000 employees and a $22 billion budget •U.S. Chairman and Chief Executive Officer of Bertelsmann, Inc. and Chief U.S. Liaison Officer to Bertelsmann AG, a media company, from 2001 to 2002 •Various roles with the Clinton administration, including Assistant U.S. Attorney General in charge of the Antitrust Division of the U.S. Department of Justice from 1997 to 2000 and Deputy White House Counsel to President Clinton from 1993 to 1995 •Entered the Clinton administration after 20 years of public and private legal work in Washington, DC Other Leadership Experience, Community Involvement and Education: •Chair of the Board of StudentsFirstNY •Member of the Board of The Foundation for Excellence in Education (ExcelinEd) •Member of the Advisory Boards of the Zuckerman Mind Brain Behavior Institute and Columbia College •Received honorary degrees from nine colleges and universities •Received a BA, magna cum laude, from Columbia University and a JD, magna cum laude, from Harvard Law School | | | | | Director Since | January 2013 Age | 77 Independent Lead Independent Director Current BXP Board Committees •ex officio of all committees Other Public Company Boards •Current: None •Former (past 5 years): News Corporation | |

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    | / | Proposal 1 |

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    | | Bruce W. Duncan Former President and Chief Executive Officer of CyrusOne Inc. Qualifications: Mr. Duncan provides more than 40 years of diverse real estate management and investment experience, including as a chairman, chief executive officer and a director of other publicly traded real estate investment trusts ("REITs"). Professional Background: •Former President, Chief Executive Officer and director of CyrusOne Inc., a REIT that develops, owns, operates and invests in data centers, from July 2020 to July 2021 •Various positions at First Industrial Realty Trust, Inc., an industrial REIT, including Chairman of the Board from January 2016 and director from January 2009 until retiring from both positions in July 2020; President and Chief Executive Officer from January 2009 until he stepped down as President in September 2016 and retired as Chief Executive Officer in November 2016 •Director of Marriott International, Inc. from September 2016 to July 2020 •Former Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), a leading worldwide hotel and leisure company, from May 2005 until its acquisition by Marriott International, Inc. in September 2016; director of Starwood from 1999 to September 2016; interim Chief Executive Officer of Starwood from April 2007 to September 2007 •Trustee of Starwood Hotels & Resorts, a REIT and former subsidiary of Starwood, from 1995 to 2006 •Director of the mutual funds sponsored and managed by T. Rowe Price Associates, Inc. since September 2013 •Former senior advisor to Kohlberg Kravis Roberts & Co. ("KKR"), a global investment firm, from November 2018 to December 31, 2022; previously senior advisor to KKR from July 2008 to January 2009 •Various positions at Equity Residential, one of the largest publicly traded apartment REITs in the United States, from March 2002 to December 2005, including: › Trustee from March 2002 to December 2005, › Chief Executive Officer from January 2003 to December 2005, and › President from March 2002 to May 2005 •Chairman, President and Chief Executive Officer of Cadillac Fairview Corporation, one of North America’s largest owners and developers of retail and office properties, from December 1995 to March 2000 Other Leadership Experience, Community Involvement and Education: •Life Trustee of Rush University Medical Center in Chicago •Former member of the Executive Committee of the Board of Governors of Nareit •Former member of the Executive Committees of the Board of the Canadian Institute for Public Real Estate Companies (CIPREC) and the National Multi-Housing Council (NMHC) •Former trustee of the International Council of Shopping Centers (ICSC) •Received a BA in Economics from Kenyon College and an MBA in Finance from the University of Chicago | | | | | Director since | May 2016 Age | 72 Independent Current BXP Board Committees •Audit •Compensation (Chair) •NCG Other Public Company Boards •Current: None •Former (past 5 years): CyrusOne Inc., First Industrial Realty Trust, Inc. and Marriott International, Inc. | |

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    | Proposal 1 | / |

  60. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Carol B. Einiger President of Post Rock Advisors, LLC Qualifications: Ms. Einiger has more than 45 years of experience as an investment banker and investment advisor, during which time she has gained significant expertise in the operation of public and private debt and equity capital markets and the evaluation of investment opportunities. Professional Background: •President of Post Rock Advisors, LLC, a private family investment office, since June 2018 •Founder and President of Post Rock Advisors, LLC, a registered investment advisory firm, from 2005 to 2016 and Senior Advisor to its successor firm from January 2017 to June 2018 •Chief Investment Officer of The Rockefeller University, responsible for management of the University’s endowment, from 1996 to 2005 •Chief Financial Officer and Acting President of the Edna McConnell Clark Foundation from 1992 to 1996 •Managing Director at Wasserstein Perella & Co. from 1989 to 1992 •Visiting Professor and Executive-in-Residence at Columbia Business School from 1988 to 1989 •Managing Director, Head of the Capital Markets Department and various positions at The First Boston Corporation from 1973 to 1988 •Various positions at Goldman, Sachs & Co. from 1971 to 1972 Other Leadership Experience, Community Involvement and Education: •Trustee and member of the Investment Committee, Albert Einstein College of Medicine •Chair of the Executive Council, Montefiore Einstein Comprehensive Cancer Center •Member of the Investment Committee, JPB Foundation •Former Director and Chair of the Investment Committee, UJA-Federation of New York •Former Trustee and member of the Investment Committees of the University of Pennsylvania, the Lasker Foundation and Horace Mann School •Former Vice Chair of the Investment Committee of The Museum of Modern Art •Former member of the Board of Overseers, Columbia Business School •Former member of the Advisory Board of Blackstone Alternative Asset Management •Former Director, Credit Suisse First Boston (USA) and the New York Stem Cell Foundation •Honored by numerous organizations, including the AJC, Albert Einstein College of Medicine, Anti-Defamation League, Catalyst, UJA-Federation of New York, Washington Institute for Near East Policy, Columbia Business School and University of Pennsylvania •Received a BA from the University of Pennsylvania and an MBA with honors from Columbia Business School | | | | | Director since | May 2004 Age | 74 Independent Current BXP Board Committees •Audit •NCG Other Public Company Boards •Current: None •Former (past 5 years): None | |

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    | | Diane J. Hoskins Global Co-Chair of M. Arthur Gensler Jr. & Associates, Inc. Qualifications: Ms. Hoskins has more than 40 years of architecture, design, real estate and business experience, including as a chief executive officer of a global brand. During this time, she has gained extensive leadership, strategic planning, financial stewardship and organizational development experience, as well as a deep understanding of markets and clients, including their current and future space needs and insight into how companies envision their workplaces of the future. Professional Background: •Global Co-Chair since January 2024 and Co-CEO since 2005 of M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”), the world’s largest architecture, design, and planning firm with more than 6,500 employees networked across 53 offices in the Americas, Europe, Asia, and the Middle East. As Global Co-Chair, Ms. Hoskins has broad responsibility for overseeing the company’s global strategy, growth, practice expansion and governance. •Director of Gensler since 2004; Co-Chair of the Gensler Board of Directors from 2016 to 2021 •Various other positions at Gensler since 1995, including Southeast Regional Managing Principal and Managing Director of the Washington, DC office •Founded the Gensler Research Institute in 2005 to generate new knowledge and develop a deeper understanding of the connection between design, business and the human experience •Senior Vice President of A. Epstein & Sons Architecture and Engineering from 1990 to 1994 •Development Analyst at Olympia & York from 1987 to 1990 •Architect Designer at Gensler from 1983 to 1985 •Architect at Skidmore Owings & Merrill from 1980 to 1983 Other Leadership Experience, Community Involvement and Education: •Trustee of the MIT Corporation serving on the Risk and Audit Committee; serves on the Visiting Committee of the MIT School of Architecture and School of Environmental and Civil Engineering •Trustee of the Board of Advisors of the University of California, Los Angeles ("UCLA") Anderson School of Management, Fellow of the Royal Society of Arts, Manufacturers and Commerce, London, UK •2023 Global Chair of the Urban Land Institute; Board Member of the Washington Board of Trade and member of several organizations, including the Economic Club of Washington, DC •Fellow of the American Institute of Architects •Received the 2022 Global Visionary Award from the World Trade Center Institute, the Spirit of Life Award from City of Hope and the Outstanding Impact Award from the Council of Real Estate Women •Inducted into the Washington Business Hall of Fame in 2016, and co-ranked on the Business Insider’s 100 “Creators” list, a who’s who of the world’s 100 top creative visionaries •Ms. Hoskins is sought after by the media to share her expertise in many top-tier media outlets, including The Wall Street Journal, The New York Times, Harvard Business Review, Fortune, Business Insider, Financial Times, Bloomberg TV, and global architecture and design trade publications •Frequent speaker at premier conferences, including the Bloomberg Business/CEO Summit, the Economist Human Potential Conference, and the Wall Street Journal Future of Cities Conference; featured panelist at the UN Climate Summit in the fall of 2019 •Graduated from MIT and received an MBA from the Anderson Graduate School of Management at UCLA | | | | | Director since | May 2019 Age | 66 Independent Current BXP Board Committees •Sustainability (Chair) •NCG Other Public Company Boards •Current: None •Former (past 5 years): None | |

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    | Proposal 1 | / |

  64. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Mary E. Kipp President & Chief Executive Officer of Puget Sound Energy, Inc. Qualifications: Ms. Kipp has extensive executive and leadership experience with public companies in the energy services industry, particularly in implementing the transition to supplying 100% clean electricity, and is a resident in BXP’s newest market of Seattle. Professional Background: •President, Chief Executive Officer and a director of both Puget Energy, Inc. ("PEI"), an energy services holding company, and its wholly owned subsidiary, Puget Sound Energy, Inc. ("PSE"), the largest electric and natural gas utility in the State of Washington, since January 2020 •Joined PEI and PSE as President in August 2019 •Member of the Board of Directors of Hawaiian Electric Company, Inc. since January 2023 •President and Chief Executive Officer of El Paso Electric Company ("EPE") from May 2017 to August 2019 •Director of EPE from December 2015 to August 2019 •Director of Landis+Gyr from June 2018 to June 2019 •Various positions at EPE from 2007 to 2019, including: › Chief Executive Officer from December 2015 to May 2017, › President from September 2014 to December 2015, › Senior Vice President, General Counsel and Chief Compliance Officer, and › Vice President, Legal and Chief Compliance Officer •Former prosecuting attorney for the Federal Energy Regulatory Commission (FERC) •Former attorney for El Paso Natural Gas Company and Greenberg Traurig, LLP Other Leadership Experience, Community Involvement and Education: •Co-chair of Edison Electric Institute's Institute for Electric Innovation •Member of the Williams College President's Advisory Council •Member of Challenge Seattle •Member of the Board of Directors of Edison Electric Institute •Former member of the Boards of Directors of Alliance to Save Energy and Energy Insurance Mutual •Former Chair of Smart Electric Power Alliance and Borderplex Alliance •Former Deputy Chair of the Federal Reserve Bank of Dallas •Former member of the executive committee of the Texas Business Leadership Council •Received a BA from Williams College and a JD from The University of Texas School of Law, and is an alumna of Exeter College, Oxford University | | | | | Director since | December 2021 Age | 56 Independent Current BXP Board Committees •Audit (Chair) •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): El Paso Electric Company and Landis+Gyr | |

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    | | Douglas T. Linde President of Boston Properties, Inc. Qualifications: Mr. Linde has more than 35 years of experience in the real estate industry, including as our current President and as our former Chief Financial Officer, during which time he gained extensive knowledge of the real estate industry, capital markets and real estate finance, as well as substantial experience in transactional, operational and accounting matters. Professional Background: •President of Boston Properties, Inc. since May 2007 •Various positions at BXP since January 1997 including: › President, Chief Financial Officer and Treasurer from May 2007 to November 2007 › Executive Vice President, Chief Financial Officer and Treasurer from January 2005 to May 2007, › Senior Vice President, Chief Financial Officer and Treasurer from September 2000 to January 2005, › Senior Vice President for Financial and Capital Markets from October 1998 to September 2000, and › Vice President of Acquisitions and New Business from January 1997 to October 1998 •President of Capstone Investments, a Boston real estate investment company, from 1993 to 1997 •Project Manager and Assistant to the Chief Financial Officer at Wright Runstad and Company, a private real estate developer in Seattle, from 1989 to 1993 •Began his career in the real estate industry with Salomon Brothers’ Real Estate Finance Group Other Leadership Experience, Community Involvement and Education: •Trustee of the Beth Israel Lahey Health Board of Trustees •Director Emeritus of the Board of Directors of Beth Israel Deaconess Medical Center (“BIDMC”) and co-chair of the BIDMC capital campaign •Member of the Real Estate Roundtable •Former Director of the Boston Municipal Research Bureau and Jobs for Massachusetts •Former Member of the Urban Studies and Planning Visiting Committee at MIT •Trustee Emeritus of the Wesleyan University Board of Trustees •Received a BA from Wesleyan University and an MBA from Harvard Business School | | | | | Director since | January 2010 Age | 60 Current BXP Board Committees •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | |

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    | Proposal 1 | / |

  68. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Matthew J. Lustig Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co. Qualifications: Mr. Lustig has worked in the real estate industry for more than 35 years, during which time he has gained extensive experience providing strategic and financial advice and transaction execution to clients and their boards of directors, including leading real estate companies, and investing in real estate companies and assets as a principal. Professional Background: •Chairman of North America Investment Banking at Lazard Frères & Co. (“Lazard”), the investment bank, since 2019, and Head of North America Investment Banking from 2012 to 2019, with responsibility for the management of a range of Financial Advisory/Investment Banking businesses •Head of Real Estate & Lodging at Lazard, a position he has held for more than 20 years. In recent years, Mr. Lustig has played an active role in more than $400 billion of advisory assignments and transactions involving leading real estate and lodging companies in the public and private markets •Former Chief Executive Officer of the real estate investment business of Lazard and its successors, where he oversaw multiple funds with more than $2.5 billion of equity capital invested in REITs and real estate operating companies •Director of Ventas, Inc., a REIT with a portfolio of senior housing, research and innovation, and healthcare properties, since May 2011 •Former Chairman of Atria Senior Living Group, Inc., until it was acquired by Ventas, Inc. in May 2011 •Former director of several other public and private fund portfolio REITs and companies Other Leadership Experience, Community Involvement and Education: •Member of the Real Estate Roundtable, the Urban Land Institute, the Pension Real Estate Association (former Board and Executive Committee member) and the Council on Foreign Relations •Member of the Real Estate Centers at the Wharton School of Business at the University of Pennsylvania (former Chairman of the Advisory Board) and Columbia Business School •Member of the Board of Advisors at the School of Foreign Service at Georgetown University •Received a BSFS from Georgetown University | | | | | Director since | January 2011 Age | 63 Independent Current BXP Board Committees •NCG (Chair) •Sustainability Other Public Company Boards •Current: Ventas, Inc. •Former (past 5 years): None | |

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  70. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Timothy J. Naughton Chairman of the Board of AvalonBay Communities, Inc. Qualifications: Mr. Naughton provides more than 30 years of real estate experience, including as a former chief executive officer of a publicly-traded REIT, as well as public company directorship experience. Professional Background: •Chairman of the Board of Directors of AvalonBay Communities, Inc. (“AvalonBay”), a REIT focused on multifamily communities, since May 2013 (served as Executive Chairman of the Board throughout 2022) and has been a director of AvalonBay since September 2005 •Various other positions at AvalonBay and its predecessor since 1989, including: › Chief Executive Officer from January 2012 to January 2022, › President from February 2005 to January 2021, › Chief Operating Officer from 2001 to 2005, › Senior Vice President, Chief Investment Officer from 2000 to 2001, and › Senior Vice President and Vice President, Development and Acquisitions from 1993 to 2000 •Director of Park Hotels & Resorts Inc. since January 2017 •Former Director of Welltower Inc. from December 2013 to May 2019 •Senior advisor to Navitas Capital, a property technology early-stage venture capital firm, and Energy Impact Partners, a climate technology venture capital firm Other Leadership Experience, Community Involvement and Education: •Member of the Real Estate Roundtable •Member and former Chairman of the Multifamily Council of the Urban Land Institute •Member of the Board of Directors of the Jefferson Scholars Foundation at the University of Virginia •Member of the Executive Committee and Advisory Board of the White Ruffin Byron Center for Real Estate •Member of the Board of Trustees of the Virginia Athletics Foundation •Member of the Board of Directors of First Tee, Virginia Blue Ridge •Member of The Economic Club of Washington, D.C. •Former Chairman of Nareit •Received an MBA from Harvard Business School and a BA in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa | | | | | New Director Nominee Age | 63 Independent Current BXP Board Committees •N/A Other Public Company Boards •Current: AvalonBay Communities, Inc. and Park Hotels & Resorts Inc. •Former (past 5 years): Welltower Inc. | |

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  72. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | William H. Walton, III Co-Founder and Managing Member of Rockpoint Group, LLC Qualifications: Mr. Walton has more than 40 years of real estate investment, development and executive experience, as well as having served as a director of several public and private companies. Professional Background: •Co-Founder and Managing Member of Rockpoint Group, LLC (“Rockpoint”), a global real estate investment management firm, where Mr. Walton is responsible for the overall operations and management of Rockpoint, as well as overseeing the origination, structuring and asset management of all of Rockpoint’s investment activities; since 1994, the Rockpoint founding managing members have invested in approximately $80 billion of real estate •Co-founder of Westbrook Real Estate Partners, LLC (“Westbrook”), a real estate investment management firm •Prior to co-founding Westbrook, served as managing director in the real estate group of Morgan Stanley & Co., Inc. •Director of FRP Holdings, Inc., a publicly traded real estate investment and development company, since February 2015 •Director of Crow Holdings, a privately owned real estate and investment firm, since December 2007 •Former director of Dream Finders Homes, Inc. from January 2021 to May 2023 •Former trustee of Corporate Office Properties Trust, and former director of Florida Rock Industries and The St. Joe Company Other Leadership Experience, Community Involvement and Education: •Director, trustee or advisory board member of several non-profit organizations, with a particular interest in educational and policy entities, including the American Enterprise Institute, the University of Florida Investment Corporation, as well as Princeton University's Andlinger Center for Energy and the Environment, Griswold Center for Economic Policy Studies, Mpala Research Center and Art Museum •Former member of the boards of Communities in Schools, the Episcopal School of Jacksonville, the Jacksonville University Public Policy Institute, KIPP Jacksonville Schools, Princeton University and Princeton University Investment Company •Received an AB from Princeton University and an MBA from Harvard Business School | | | | | Director since | May 2019 Age | 72 Independent Current BXP Board Committees •Compensation Other Public Company Boards •Current: FRP Holdings, Inc. •Former (past 5 years): Dream Finders Homes, Inc. | |

  73. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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  74. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Derek Anthony (Tony) West Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. Qualifications: Mr. West has more than 25 years of experience working in the public and private sectors, including the federal government and leading technology and private equity companies, during which time he has gained extensive experience in the areas of public policy, executive management, risk oversight, governance and the law. Professional Background: •Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. ("Uber"), a global technology platform providing mobility as a service, since 2017, where Mr. West leads Uber's global Legal, Compliance and Ethics, and Security functions •Director of Ro, a direct-to-patient healthcare company, since 2020 •Former Director of Khosla Ventures Acquisition Co. from 2021 to 2023 •Former Executive Vice President of Public Policy and Government Affairs, General Counsel and Corporate Secretary at PepsiCo from 2014 to 2017 •Former Associate Attorney General of the United States from 2012 to 2014 •Former Assistant Attorney General for the Civil Division in the U.S. Department of Justice from 2009 to 2012 •Former litigation partner at Morrison & Foerster LLP from 2001 to 2009 •Former Special Assistant Attorney General, California Department of Justice from 1999 to 2001 •Former Assistant United States Attorney in the Northern District of California, U.S. Department of Justice from 1994 to 1999 •Former Special Assistant to the Deputy Attorney General, U.S. Department of Justice from 1993 to 1994 Other Leadership Experience, Community Involvement and Education: •Member of the board of the NAACP Legal Defense and Educational Fund •Member of the Obama Foundation's My Brother's Keeper Alliance Advisory Council •Graduated with honors from Harvard College, where he served as publisher of the Harvard Political Review, and received a JD from Stanford Law School, where he was President of the Stanford Law Review | | | | | Director since | May 2023 Age | 58 Independent Current BXP Board Committees •Compensation Other Public Company Boards •Current: None •Former (past 5 years): None | |

  75. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal 1 | / |

  76. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Director Independence Under the rules of the NYSE, a majority of the Board of Directors must qualify as “independent directors.” To qualify as an “independent director,” the Board must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board of Directors established categorical standards to assist it in making the required independence determinations. Under these categorical standards, any relationship with us shall be deemed not material if: 1.The relationship does not preclude a finding of independence under Section 303A.02(b) of the NYSE Listed Company Manual (the “NYSE Disqualifying Rules”); and 2.The relationship does not involve any of the following, whether currently existing or occurring since the end of the last fiscal year or during the past three fiscal years: (a)a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity that has made during any of such fiscal years, or proposes to make during the Company’s current fiscal year, payments to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company for property or services in excess of five percent (5%) of: (i) the Company’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entity’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year); (b)a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity to which the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company has made during any of such fiscal years, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of five percent (5%) of: (i) the Company’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entity’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year); (c)a director or an immediate family member of the director being an officer, director or trustee of a charitable organization where the annual discretionary charitable contributions of the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in any single year to the charitable organization exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues for the fiscal year; (d)a director or an immediate family member of a director being indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of $120,000; (e)a director being an executive officer, partner or greater than 10% equity owner of an entity, or being a trustee or a substantial beneficiary of a trust or estate, indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of the greater of $120,000 or 5% of such entity’s total consolidated assets, or to whom the Company or an entity controlled by an executive officer of the Company is indebted (other than with respect to (i) any publicly traded debt securities of the Company or such entity or (ii) non-recourse loans secured by real estate where both the lender and the Company or such entity intend for the lender to transfer all right to, and control over, the loan within 12 months and the documentation includes customary provisions for loans targeted at the commercial mortgage backed securities (CMBS) or collateralized debt obligation (CDO) markets) in an amount in excess of 5% of the Company’s or such entity’s total consolidated assets; (f)a transaction or currently proposed transaction (other than relating to the ownership of securities), which involved or involves the direct or indirect payment in a single year of in excess of $120,000 from the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company to a director or an immediate family member of a director;

  77. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proposal 1 |

  78. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    (g)a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity that has a co-investment or is a joint venture partner with the Company where the amount of the entity’s equity investment in any single year exceeds the greater of $1 million or 2% of the total consolidated assets of the entity; or (h)a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity (other than the Company) in which an executive officer of the Company or an entity controlled by an executive officer of the Company is an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of the entity. For purposes of these standards, “immediate family” member has the same meaning as in the NYSE Disqualifying Rules. Relationships not specifically deemed not material by the above categorical standards may, in the Board’s judgment, be deemed not to be material. 2024 Independence Determinations The Board of Directors concluded that the following nine (9) incumbent directors and Mr. Naughton qualify as independent directors under NYSE rules because (1) none of them has any relationships with BXP or any executive officer of BXP that would disqualify him or her from being considered independent under the minimum objective standards contained in the NYSE rules and (2) none of them has any relationships other than those deemed immaterial by the Board of Directors.

  79. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 9 of 11 Current BXP Directors are Independent | Kelly A. Ayotte | Bruce W. Duncan | | | Carol B. Einiger | Diane J. Hoskins | | | Mary E. Kipp | Joel I. Klein | | | Matthew J. Lustig | William H. Walton, III | | | Derek Anthony (Tony) West | |

  80. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    In determining that Mr. Klein qualifies as an independent director, our Board considered that (1) Mr. Klein is the Chief Executive Officer of Retromer Therapeutics Corp., a start-up company that signed a lease agreement with BXP in September 2021 for approximately 2,700 square feet in the ordinary course of business, (2) in the professional opinion of a third-party real estate professional, the fixed rent and other financial obligations under the lease represented the fair rental value for the space, and (3) Mr. Klein had no direct pecuniary interest in the transaction. The lease agreement expired on December 31, 2023. In determining that each of Ms. Ayotte and Messrs. Duncan and Naughton qualifies as an independent director for purposes of his or her service on the Compensation Committee, our Board considered that (1) each serves or previously served as a non-employee director or advisory board member for a company with which BXP has a commercial relationship and engaged in transactions in the ordinary course of business, (2) each transaction was on arms’-length terms and the director had no direct or indirect involvement in the transaction, and (3) the director had no pecuniary interest in the success of the transaction.

  81. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal 1 | / |

  82. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Consideration of Director Nominees Securityholder Recommendations The NCG Committee’s current policy is to review and consider any director candidates recommended by securityholders in compliance with the procedures established from time to time by the NCG Committee. All securityholder recommendations for director candidates must be submitted to our Secretary at Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103, who will forward all recommendations to the NCG Committee. We did not receive any securityholder recommendations for director candidates for election at the 2024 annual meeting in compliance with the procedures set forth below. All securityholder recommendations for director candidates for election at the 2025 annual meeting of stockholders must be submitted to our Secretary on or before December 13, 2024 and must include the following information: •the name and address of record of the securityholder; •a representation that the securityholder is a record holder of our securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); •the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate; •a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time; •a description of all arrangements or understandings between the securityholder and the proposed director candidate; •the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and •any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. No proxies are being solicited for director candidates other than the Company's nominees at the 2024 annual meeting. Board Membership Criteria The NCG Committee has established criteria for NCG Committee-recommended director nominees. These criteria include the following specific, minimum qualifications that the NCG Committee believes must be met by an NCG Committee-recommended nominee for a position on the Board: •the candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; •the candidate must be highly accomplished in his or her respective field, with superior credentials and recognition; •the candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards; •the candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the candidate may serve; •the candidate’s principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a director’s responsibilities to us and our stockholders; and •to the extent the candidate serves or has previously served on other boards, the candidate must have a history of actively contributing at board meetings.

  83. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | / | Proposal 1 |

  84. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    In addition to the minimum qualifications for each nominee set forth above, the NCG Committee will recommend director candidates to the Board for nomination, or present director candidates to the Board for consideration, to help ensure that: •a majority of the Board of Directors will be “independent” as defined by the NYSE rules; •each of its Audit, Compensation and NCG Committees will be comprised entirely of independent directors; and •at least one member of the Audit Committee will have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC. Finally, in addition to any other standards the NCG Committee may deem appropriate from time to time for the overall structure and composition of the Board, the NCG Committee may consider the following factors when recommending director candidates to the Board for nomination, or presenting director candidates to the Board for consideration: •whether the candidate has direct experience in the real estate industry or in the markets in which we operate; and •whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background (including geography, gender and ethnicity) and experience. Identifying and Evaluating Nominees The NCG Committee may solicit recommendations for director nominees from any or all of the following sources: non-employee directors, our Chief Executive Officer, our President, other executive officers, third-party search firms or any other source it deems appropriate. The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a securityholder in compliance with the NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. In identifying and evaluating proposed director candidates, the NCG Committee may consider, in addition to the minimum qualifications for NCG Committee-recommended director nominees, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business experience, his or her independence, the needs of our Board, and whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. Other than circumstances in which we may be legally required by contract or otherwise to provide third parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates that it considers or who have been properly recommended to it by a securityholder based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate. Corporate Governance BXP is committed to adopting and adhering to corporate governance policies and practices that foster effective leadership and independent oversight of management. The Board of Directors is responsible for broad corporate policy and overall performance of the Company through the oversight of management and stewardship of the Company. Among other duties, the Board is responsible for overseeing corporate strategy, authorizing investment and financing activities, and risk management for the Company. The Board appoints the Company’s officers, assigns responsibility for management of the Company’s operations to such officers, and monitors and reviews their performance. Board Leadership Structure BXP’s Policy on Board Leadership Structure We do not have a firm policy with respect to whether or not the roles of Chairman of the Board and CEO should be separate or combined. Our Board of Directors believes it is important to maintain flexibility to determine its board leadership structure based on the best interests of the Company and its stockholders from time to time. As the following timeline shows, BXP has operated under both structures in the past.

  85. Lead Independent Director

    Board Refreshment Philosophy Our Board is committed to maintaining an appropriate balance between director retention and refreshment. The Board believes that substantial benefits result from a sustained focus on the Company’s business, strategy and industry over a period of time and that continuity on the Board is essential to its effectiveness. Because it takes time to acquire sufficient Company-specific knowledge and commercial real estate development is by its nature long-term, our Board values the experience and institutional knowledge of our longer-serving directors. However, our Board also values refreshment and believes that turnover in Board membership provides an opportunity to add significant value through the input of fresh ideas, new skills, experiences, and knowledge, and the diversity of perspectives. The Board also understands concerns among interested stakeholders that the independence of directors may be impaired by lengthy tenure. As a result, our Board strives to balance these competing perspectives through careful succession planning. Because each director is elected to hold office for a one-year term expiring at the next annual meeting of stockholders, and in light of the benefits resulting from continuity on the Board, the Board does not believe it is in the best of interests of the Company or its shareholders to establish arbitrary term limits or limits on the overall tenure of a director. Similarly, the Board does not believe there is a direct correlation between age and the ability to contribute effectively as a director. Accordingly, the Board does not have a mandatory retirement age for directors. In lieu of such limits, in February 2024 our Board amended our Corporate Governance Guidelines to include a set of guidelines to help ensure that the Board has the appropriate mix of director tenure and ages and that the Board continues to evolve and consider new ideas and viewpoints through the director nomination process. In each case, the guidelines are flexible, and the exact timing for any transition will depend on the needs of the Board at the time, the willingness of the incumbent directors to continue to serve, and the timing of the identification and nomination of a successor(s). The guidelines include: •The Board believes that even well-performing directors who continue to contribute meaningfully to the Board should not serve indefinitely. •The Board believes its annual self-evaluation process has been, and will continue to be, important in determining whether to nominate incumbent directors for election to the Board, and therefore it will directly or indirectly affect the average tenure of the Company’s non-employee directors. •The Board will seek to manage its overall composition so that its non-employee directors have a range of different tenures with the goal of combining fresh thinking and new ideas with deep institutional knowledge of the Company’s business operations and risk oversight. •The Board will generally seek to manage, to the extent feasible, the annual turnover in its composition. •While the Board does not have a mandatory retirement age or a limit on the overall tenure of an individual non-employee director, after a non-employee director attains the age of 75 or has served as a director for more than 15 years, he or she should expect that, at that time or within the succeeding few years, the Board will not renominate him or her for election. •If (a) the Board nominates for re-election an incumbent director who has attained the age of 75 or served as a director for more than 15 years, (b) the incumbent director is re-elected and (c) the incumbent director subsequently resigns voluntarily prior to the end of his or her term in order to facilitate the appointment of a successor director, then the policy of the Board will be to accelerate the vesting of any outstanding, unvested time-based equity awards held by the incumbent director that otherwise would have vested at the end of his or her then-current term. Board Committee Rotation The NCG Committee also considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives to the fulfillment of the committees' duties.

  86. Metrics

    Principal and Management Stockholders The table below shows the amount of BXP common stock and units of partnership interest in our Operating Partnership beneficially owned as of February 12, 2024 by: •each director and nominee for director; •each of our named executive officers (“NEOs”); •all directors and executive officers of BXP as a group; and •each person known by us to be the beneficial owner of more than 5% of our outstanding common stock. On February 12, 2024, there were: •157,010,980 shares of our common stock outstanding; •16,508,277 common units of partnership interest in our Operating Partnership (“common units”) outstanding (other than the common units held by Boston Properties, Inc.), each of which is redeemable for one share of BXP common stock (if BXP elects to issue common stock rather than pay cash upon such redemption); •2,687,398 long term incentive units of partnership interest in our Operating Partnership (“LTIP units”) outstanding that were issued as part of our long-term incentive (“LTI”) program, each of which, upon the satisfaction of certain performance and service conditions, is convertible into one common unit; and •121,153 deferred stock units outstanding. All references in this proxy statement to LTIP units exclude LTIP units issued pursuant to 2022 Multi-Year Long-Term Incentive Plan ("MYLTIP") awards, 2023 MYLTIP awards and 2024 MYLTIP awards because the three-year performance periods of these awards had not ended by February 12, 2024. LTIP units issued pursuant to 2022 MYLTIP awards, 2023 MYLTIP awards and 2024 MYLTIP awards are collectively referred to herein as “Unearned Performance Awards.” None of our directors, nominees for director or NEOs beneficially owned any preferred units or shares of our preferred stock.

  87. Metrics

    | Name | Common Stock(a) (#) | Deferred Stock Units(b) (#) | Common Units (#) | LTIP Units(a) (#) | | Kelly A. Ayotte | — | 747 | — | 10,075 | | Bruce W. Duncan | 21,000 | — | — | 12,138 | | Carol B. Einiger | 18,000 | 28,779 | — | 15,148 | | Diane J. Hoskins | 10,328 | — | — | — | | Mary E. Kipp | 542 | — | — | 4,894 | | Joel I. Klein | — | 16,547 | — | 14,238 | | Douglas T. Linde | 183,563 | — | — | 473,781 | | Matthew J. Lustig | 10,000 | 14,940 | — | 17,096 | | Timothy J. Naughton | — | — | — | — | | Owen D. Thomas | 10,483 | — | — | 609,565 | | William H. Walton, III | — | 5,713 | — | 9,028 | | Derek Anthony (Tony) West | 3,390 | 940 | — | — | | Raymond A. Ritchey | — | — | 130,570 | 128,506 | | Michael E. LaBelle | 23,894 | — | — | 176,586 | | Bryan J. Koop | 10,284 | — | — | 116,622 | | All directors and executive officers as a group (22 persons) | 327,337 | 67,666 | 171,996 | 1,819,872 |

  88. Metrics

    1.The sum of all cash retainers are payable in quarterly installments in arrears, subject to proration for periods of service less than a full quarter in length. 2.A retainer is only payable to the Chairman of the Board if the Board appoints an independent Chairman. Otherwise, a retainer is paid to the Lead Independent Director. The retainer payable to the Chairman or the Lead Independent Director is in addition to all other retainers to which the Chairman or the Lead Independent Director may be entitled, and the retainers payable to each committee chair are in addition to the retainers payable to all members of the committee. Non-employee directors are also reimbursed for reasonable expenses incurred to attend Board of Directors and committee meetings. Equity Compensation The Director Compensation Plan provided for grants of equity to non-employee directors in 2023 as follows: •Annual Grant. Each continuing non-employee director received, on the fifth business day after the 2023 annual meeting of stockholders, an annual equity award with an aggregate value of $165,000. •Initial Grant. Any new non-employee director that is appointed to our Board of Directors other than at an annual meeting of stockholders would be entitled to receive, on the fifth business day after the appointment, an initial equity award with

  89. Metrics

    | Compensation of Directors | / |

  90. Metrics

    an aggregate value of $165,000 (prorated based on the number of months from the date of appointment to the first anniversary of the Company's most recently held annual meeting of stockholders). •Annual and initial equity awards are made in the form of shares of restricted common stock or, if elected by the director, LTIP units (or a combination of both). •The actual number of shares of restricted common stock and LTIP units that we granted was determined by dividing the fixed value of the grant by the closing market price of our common stock on the NYSE on the grant date. •Annual and initial grants of LTIP units and restricted common stock vest 100% on the earlier of (1) the first anniversary of the grant date and (2) the date of the next annual meeting of stockholders. Accordingly, on May 31, 2023, the fifth business day after our 2023 annual meeting of stockholders, the last reported sale price of a share of our common stock on the NYSE was $48.67, and we granted each of Mses. Ayotte, Einiger, Hoskins and Kipp and Messrs. Duncan, Klein, Lustig, Walton and West 3,390 LTIP units or shares of restricted common stock. Deferred Compensation Program In accordance with our Amended and Restated Rules and Conditions for Directors’ Deferred Compensation Program, non-employee directors may elect to defer all cash retainers otherwise payable to them and to receive the deferred cash compensation in the form of BXP common stock or in cash following cessation of service on our Board of Directors. Each director who elects to defer his or her cash retainers is credited with a number of deferred stock units determined by dividing the amount of the cash compensation deferred during each calendar quarter by the closing market price of our common stock on the NYSE on the last trading day of the quarter. Hypothetical dividends on the deferred stock units are “reinvested” in additional deferred stock units based on the closing market price of the common stock on the cash dividend payment date. Directors may elect to receive payment of amounts in their accounts either in (x) a lump sum of shares of our common stock equal to the number of deferred stock units in a director’s account or (y) ten annual installments following the director’s cessation of service on our Board of Directors. In addition, non-employee directors who elect a deferred payout following their cessation of service may elect to change their notional investment from BXP common stock to a deemed investment in one or more measurement funds. The director may only make such an election after the director’s service on the Board ends, the effective date must be at least 180 days after the latest issuance date on which deferred stock units are credited to the director’s account, the election is irrevocable and the director may only elect to change the notional investment in 25% increments. Payment of a director’s account that has been changed to measurement funds will be made in cash instead of shares of our common stock. The measurement funds available to directors are the same as those available to our executives under our Nonqualified Deferred Compensation Plan. See “Compensation of Executive Officers—Nonqualified Deferred Compensation in 2023” on page 109. Director Stock Ownership Guidelines Our Board believes it is important to align the interests of our directors with those of our stockholders and that directors hold equity ownership positions in BXP. Accordingly, each non-employee director is expected to retain an aggregate number of shares of our common stock, deferred stock units (and related dividend equivalent rights) in the Company, and LTIP units and common units in the Operating Partnership, whether vested or not, equal to at least five (5) times the value of the then-current annual cash retainer paid to non-employee directors for their service on the Board, without respect to service on committees of the Board or as Lead Independent Director or Chairman, as applicable. Until the director complies with the ownership guidelines set forth above, he or she is expected to retain all equity awards granted by the Company or the Operating Partnership (less amounts sufficient to fund any taxes owed relating to such equity awards). The deferred stock units (and related dividend equivalent rights) in the Company and LTIP units and common units in the Operating Partnership shall be valued by reference to the market price of the number of shares of our common stock issuable upon the settlement or exchange of such units assuming that all conditions necessary for settlement or exchange have been met. For purposes of valuing shares of our common stock and other equity securities valued by reference to our common stock under these ownership guidelines, the market price of our common stock used to value such equity shall be the greater of (1) the market price on the date of purchase or grant of such equity or (2) the market price as of the date on which compliance with these ownership guidelines is measured.

  91. Metrics

    | / | Compensation of Directors |

  92. Metrics

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kelly A. Ayotte | 118,071 | 148,500 | 266,571 | | Bruce W. Duncan | 120,666 | 148,500 | 269,166 | | Carol B. Einiger | 108,063 | 148,500 | 256,563 | | Diane J. Hoskins | 120,000 | 165,000 | 285,000 | | Mary E. Kipp | 122,143 | 148,500 | 270,643 | | Joel I. Klein | 129,243 | 148,500 | 277,743 | | Matthew J. Lustig | 120,000 | 148,500 | 268,500 | | David A. Twardock(3) | 51,429 | — | 51,429 | | William H. Walton, III | 95,000 | 148,500 | 243,500 | | Derek Anthony (Tony) West(3) | 57,679 | 165,000 | 222,679 |

  93. Metrics

    | Compensation of Directors | / |

  94. Metrics

    2.Represents the total fair value of restricted common stock and LTIP unit awards granted to non-employee directors in 2023, as determined in accordance with the Financial Accounting Standards Board's Accounting Standards Codification 718 "Compensation — Stock Compensation" ("ASC Topic 718"), disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 15 to our 2023 audited financial statements beginning on page 186 of our Annual Report on Form 10-K for the year ended December 31, 2023 included in the annual report that accompanied this proxy statement. Our non-employee directors had the following unvested equity awards outstanding as of December 31, 2023:

  95. Metrics

    | Name | LTIP Units (#) | Common Stock (#) | | Kelly A. Ayotte | 3,390 | — | | Bruce W. Duncan | 3,390 | — | | Carol B. Einiger | 3,390 | — | | Diane J. Hoskins | — | 3,390 | | Mary E. Kipp | 3,390 | — | | Joel I. Klein | 3,390 | — | | Matthew J. Lustig | 3,390 | — | | David A. Twardock | — | — | | William H. Walton, III | 3,390 | — | | Derek Anthony (Tony) West | — | 3,390 |

  96. Metrics

    | › | Executive Summary | 67 | | | 2023 BXP Performance Highlights | 68 | | | 2023 Compensation Decisions & Highlights | 69 | | › | Our Executive Compensation Program | 72 | | | Executive Compensation Philosophy | 72 | | | Components of Executive Compensation | 72 | | | Compensation Governance Practices | 73 | | | 2023 Say-on-Pay Vote & Investor Outreach | 74 | | › | 2023 Executive Compensation | 74 | | | 2023 Annual Target Compensation | 74 | | | Cash Compensation | 75 | | | LTI Equity Compensation | 88 | | › | Determining Executive Compensation | 94 | | | Process for Determining Executive Compensation | 94 | | | Compensation Advisor’s Role & Benchmarking Peer Group | 94 | | | Role of Management in Compensation Decisions | 95 | | › | Other Compensation Policies | 96 | | › | Compensation Committee Report | 101 |

  97. Metrics

    Continued Commitment to BXP’s Executive Compensation Program For 2023, the Committee retained the overall design, structure and components of BXP’s executive compensation program, reaffirming the Committee's commitment to align the interests of our NEOs with those of our stockholders. To achieve this objective, we grant a significant portion of our NEOs’ target total direct compensation in the form of long-term incentive (“LTI”) equity awards (i.e., 75% for our CEO), consisting of both performance-based and time-based equity awards. As BXP’s total stockholder return (“TSR”) fluctuates, the value of equity awards previously granted correspondingly fluctuates. The Committee values our stockholders’ support of our executive compensation program, which informed the decision to maintain the same overall executive compensation program for 2023. This decision was reaffirmed in May 2023 when, for the fourth consecutive year, our stockholders expressed their support for our executive compensation program with more than 89% of the shares cast FOR our advisory Say-on-Pay proposal. The 2023 Environment Each year, when the Committee determines the target total direct compensation ("TDC") amounts and the goals against which each executive’s performance will be assessed for that year, the Committee evaluates the opportunities in front of the executive team. For 2023, the Committee conducted this evaluation in the context of the broader economy, supply and demand challenges for commercial office space, particularly with respect to demand from technology and life sciences companies, and the expected interest rate environment for 2023. In addition, the slowing economy combined with stubbornly high inflation affected our clients’ operations and long-term decision-making, which generally muted leasing activity in varying degrees depending on location and further exacerbated the uncertainty over the future performance of the office sector. Despite these obstacles, our NEOs and other executive officers provided strong leadership; produced strong leasing results; further strengthened BXP's balance sheet through numerous financings and refinancings; allocated capital and made selective investments intended to enhance long-term growth and value; continued to execute our development pipeline; deepened our existing relationships with certain key institutional partners; and advanced our sustainability initiatives. The Committee believes our NEOs executed our overall strategy and produced strong operating results in 2023. The overall design, structure and components of BXP's executive compensation program remain optimized to drive long-term performance. The Committee regularly reviews the executive compensation with a goal of ensuring that the performance goals and metrics are well-designed to incentivize short- and long-term operational achievements that deliver shareholder value (see "2024 MYLTIP Structure & Design”).

  98. Metrics

    | | Exceeded Financial Target | •Achieved FFO per share of $7.30(1) under the 2023 Annual Incentive Plan, exceeding BXP's diluted FFO per share target goal by $0.17 per share | | | Strong Leasing | •Signed leases for a total of approximately 4.2 million(2) square feet despite challenging operating environments for our clients and the corresponding impact on space demand •Signed leases having an aggregate weighted-average lease term of 8.2 years(2) | | | Capital Management | Enhanced liquidity, repaid or extended maturing debt, and accessed capital despite extremely challenged debt and capital market conditions, high interest rates and negative office sentiment that deeply and negatively impacted commercial real estate •Completed debt and private equity market activities totaling approximately $4.5 billion (of which our share was approximately $4.0 billion), including ✓entered into a $1.2 billion unsecured term loan in January 2023, a portion of the proceeds of which were used to fully repay a $730 million unsecured term loan maturing in May 2023 ✓issued $750 million of “green bonds” in May 2023 ✓raised approximately $750 million in private equity commitments in November 2023 from an institutional investor for a 45% joint venture interest in each of 290 Binney and 300 Binney Streets(3) | | | BXP Life Sciences Expansion | •Commenced the development/redevelopment of two, 100% pre-leased life sciences projects totaling 802,000 square feet in Kendall Square in Cambridge, Massachusetts ✓290 Binney Street, a ground-up laboratory/life sciences development project ✓300 Binney Street, a laboratory/life sciences redevelopment project •Completed and fully placed in-service 751 Gateway in South San Francisco, California, an approximately 231,000 net rentable square feet laboratory/life sciences development project that is 100% leased and in which BXP owns a 49% interest in the property. |

  99. 2023 Employment Agreements

    2023 Employment Agreements On February 28, 2023, BXP entered into a Second Amended and Restated Employment Agreement with Mr. Ritchey, 73, who has served as BXP's Senior Executive Vice President since January 2016 and has been employed by BXP since 1980. Under his new employment agreement, Mr. Ritchey agreed to continue to serve as BXP's Senior Executive Vice President through December 31, 2023 and, on average, devote at least approximately 50% of his business time to BXP’s business and affairs. In consideration for such service, the agreement (1) set Mr. Ritchey's base salary at $750,000 for 2023, which represented no change from 2022; (2) established a 2023 target cash bonus opportunity of $1,650,000, with the actual earned amount to be determined by the Committee after assessing Mr. Ritchey's performance against established leasing, business and individual goals; (3) eliminated any LTI equity incentive opportunity for 2023 performance (which would have been granted in early 2024) and (4) eliminated Mr. Ritchey’s right to receive tax gross-up payments. Mr. Ritchey’s 2022 target TDC was $6.8 million. Under his new employment agreement, Mr. Ritchey's 2023 target TDC was $2.4 million, representing a decrease of approximately 65% from 2022. Mr. Ritchey’s total 2023 compensation as calculated in accordance with Item 402(c) of Regulation S-K and presented in the Summary Compensation Table on page 102 includes $4.1 million of LTI equity that was granted to Mr. Ritchey in early 2023 for 2022 performance. However, Mr. Ritchey did not receive any LTI equity awards for 2023 performance. For this reason, the Committee does not expect Mr. Ritchey to be an NEO for 2024.

  100. 2023 Employment Agreements

    | / | Compensation Discussion and Analysis |

  101. 2023 Employment Agreements

    In determining the terms of Mr. Ritchey's 2023 employment agreement, the Committee balanced the anticipated reduction in BXP workload with, among other things, the material benefits that inure to BXP from Mr. Ritchey's continued involvement in our business. These include the positive impact of his direct involvement in certain of BXP’s key transactions in 2023 (see Mr. Ritchey’s NEO Scorecard on page 87 for more information), his instrumental role in the development of our leadership teams in our two newest markets – Los Angeles and Seattle, the importance of his continued mentorship of many other current and future BXP leaders, and his positive impact on BXP's overall culture. Based on the foregoing, Mr. Ritchey's 2023 compensation arrangements did not include him in the 2023 annual cash incentive plan (“AIP”) to which all other NEOs were subject and instead focused on a set of pre-established leasing, business and individual goals. As a result, throughout this CD&A, unless otherwise noted, Mr. Ritchey is not included in references to our NEOs, collectively, or "NEOs as a group" for information and data linked to or that includes the 2023 AIP and LTI equity grants for 2023 performance (granted in early 2024). See “Compensation of Executive Officers—Employment Agreements—Summary of Mr. Ritchey’s Employment Agreement.” In 2023, we also entered into an Amended and Restated Employment Agreement with Mr. Thomas, effective July 1, 2023, pursuant to which he agreed to continue to serve as BXP's Chief Executive Officer through December 31, 2026. The Amended and Restated Employment Agreement did not change Mr. Thomas’ base salary, target cash bonus or target total compensation for 2023. Consistent with BXP's policy not to provide new rights to receive tax gross-up payments, Mr. Thomas is not entitled to receive any such payments. See “Compensation of Executive Officers—Employment Agreements—Summary of Mr. Thomas' Employment Agreement.”

  102. 2023 Employment Agreements

    | Compensation Discussion and Analysis | / |

  103. 2023 NEO Compensation Decisions

    | 2023 Executive Compensation Framework | In 2023, the Committee maintained the following framework: •the percentage of target TDC that is variable: ~93% of our CEO’s target TDC is “at risk,” and more than 90% of our NEOs’ target TDC is “at risk” › ~75% of our CEO’s target TDC is paid in equity › ~68% of our NEOs’ target TDC is paid in equity •the overall design, structure and categories of the AIP, including the same three categories - (1) diluted FFO per share, (2) leasing and (3) business & individual goals - upon which each NEO's bonus is determined formulaically, ranging from zero to a max opportunity of 150% of target •the LTI equity allocations: 55% performance-based and 45% time-based equity for our CEO; 50% performance-based and 50% time-based equity for all other NEOs •the design and structure of the performance-based MYLTIP program, including the same, two equally weighted components with payout opportunities based on BXP’s relative and absolute TSR performance over a three-year performance period. | | 2023 AIP Payouts | In January 2024, the Committee determined and approved bonus payments as provided under the 2023 AIP as follows: •BXP’s diluted FFO per share for 2023 resulted in a payout of 124% of each NEO’s target for that category •for all executives subject to the 2023 AIP, earned short-term leasing payouts ranging from 0% to 137% of target and earned total leasing payouts ranging from 53% to 146% of target, in each case, depending on regional leasing results ◦for the NEOs specifically, earned short-term leasing payouts ranging from 76% to 90% of target and earned total leasing payouts ranging from 114% to 120% of target •for all executives subject to the 2023 AIP, earned payouts for the business & individual goals category ranging from 80% to 150% of target ◦for the NEOs specifically, earned payouts ranging from 100% to 150% of target for this category Our NEOs received total cash bonuses that ranged between 104.0% to 127.8% of their respective target bonus amounts. | | 2023 Long-Term Incentive Equity Decisions | For 2023, the Committee awarded the NEOs 100% of their target LTI equity amounts (granted on February 6, 2024). The ultimate value of these awards will depend on BXP’s performance over the multi-year performance and vesting periods. See “2023 Executive Compensation —LTI Equity Compensation” for more information regarding these awards. |

  104. 2023 NEO Compensation Decisions

    Our Executive Compensation Program Executive Compensation Philosophy In 2023, we maintained the overall structure, design and components of the executive compensation program to: •attract and retain talented and experienced executives in the commercial real estate markets in which we operate, •provide target total compensation opportunities to be competitive with companies in our benchmarking peer group, considering the skill sets required to implement our strategy and the market for such talent (see “—Determining Executive Compensation—Compensation Advisor’s Role & Benchmarking Peer Group—Benchmarking Peer Group”), •align our NEOs’ compensation with the Company’s strategy and business objectives for creating long-term value for our stockholders without encouraging unnecessary or excessive risk-taking, •provide NEOs incentives to achieve key corporate and regional goals by linking formulaically annual cash incentive awards to the achievement of those goals, as well as goals tailored for each individual, and •provide a majority of target total direct compensation opportunity for the NEOs in the form of LTI equity awards, a majority of which are performance-based (55% for our CEO) and the value of which is dependent on BXP’s TSR over three years, both on a relative basis compared to the Company’s most directly comparable peers and on an absolute basis. Components of Executive Compensation

  105. Investor Outreach & Feedback

    | Name | Salary ($) | Target Bonus ($) | Target LTI Equity ($) | Total Target Compensation ($) | | Owen D. Thomas | 950,000 | 2,350,000 | 10,000,000 | 13,300,000 | | Douglas T. Linde | 800,000 | 1,900,000 | 6,300,000 | 9,000,000 | | Raymond A. Ritchey | 750,000 | 1,650,000 | — | 2,400,000 | | Michael E. LaBelle | 550,000 | 1,250,000 | 2,500,000 | 4,300,000 | | Bryan J. Koop | 440,000 | 1,250,000 | 1,600,000 | 3,290,000 |

  106. Target TDC Mix

    | Compensation Component | CEO | NEOs (as a group)(1) | | Salary | 7.1% | 9.2% | | Cash Bonus | 17.7% | 22.6% | | LTI Equity Compensation | 75.2% | 68.2% |

  107. 2023 Annual Incentive Plan (AIP)

    2023 Annual Incentive Plan (AIP)

  108. Bonus Opportunity

    Bonus Opportunity Under the 2023 AIP, each NEO had a target bonus opportunity expressed in a fixed dollar amount. Actual earned amounts under the plan may range from zero (0) to 150% of target, depending on performance versus the annual goals in each category, with payout interpolated for performance between Threshold and Maximum.

  109. Bonus Opportunity

    | Performance Level for Each Category | Payout (% of Target) | | >= Maximum | 150 | | Target | 100 | | Threshold | 50 | | <Threshold | Zero |

  110. 2023 AIP Categories

    2023 AIP Categories We use a “scorecard” approach for our bonus determinations. This approach is intended to reflect a comprehensive analysis by the Committee of corporate, regional and individual performance based on performance in three categories: (1) diluted FFO per Share, (2) Leasing and (3) Business & Individual goals. •Diluted FFO per Share. The Committee selected diluted FFO per share as a key financial metric for the 2023 AIP because it is the earnings metric most commonly used by investors and analysts to evaluate the performance of REITs, both on an absolute and relative basis. As such, the Committee considers this to be an important, company-wide performance metric that is objective, drives near-term business strategies and ensures alignment of the interests of our executives with those of our stockholders. For 2023, the target for diluted FFO per share was determined using the midpoint of BXP’s 2023 diluted FFO per share guidance, which was publicly announced to our investors in late

  111. 2023 AIP Categories

    | Compensation Discussion and Analysis | / |

  112. 2023 AIP Categories

    January 2023. Each year, when the Committee reviews performance results to determine earned payouts under the AIP, actual diluted FFO per share is adjusted in accordance with the terms of the AIP for acquisitions, dispositions, early debt redemption charges, and similar transactions and circumstances (in the discretion of the Committee) that can not be predicted at the time the Company provides FFO per share guidance to investors and thus are not included therein. •Leasing. The Committee selected this category because it is an objective measure fundamental to the Company’s short-term and long-term success. It links corporate, regional and individual performance by formula to the amounts paid. The Committee established specific leasing goals, starting at the property level, rolling up by region and then aggregating to corporate leasing goals, as the second component. The leasing goals were then categorized as short-term and total to encourage the executives to focus on current addressable vacancies and near-term roll-over and avoid scenarios in which leasing goals are met solely due to unexpected early renewals. The leasing goals are measured at the regional level for Mr. Koop and the other regional EVPs and at the corporate level for our CEO, President and CFO. •Business & Individual Goals. Business goals include milestone-oriented objectives related to acquisitions, dispositions, delivering development and construction projects on time and budget, achieving the desired returns on investments, securing entitlements for future development projects, launching new developments, the opportunistic use of joint ventures, and the management of capital expenditures and general and administrative expense. Business goals are based on regional priorities for Mr. Koop and the other regional EVPs. For the CEO and President, business goals include a relevant subset of those regional goals and goals related to overall corporate strategy and executive management. The CFO’s business goals relate to balance sheet management, capital raising, and other Finance Department priorities. Individual goals include leadership and professional development goals, diversity initiatives, succession planning and sustainability priorities for each executive. The Committee considers performance outcomes against Business & Individual goals and objectives, as well as the context in which they were achieved (e.g., degree of difficulty, importance to BXP, headwinds and tailwinds during the year and other similar factors). One of the Committee’s primary objectives when establishing Business & Individual goals each year, including in 2023, is to set annual goals that meaningfully advance the Company’s strategy for sustainable, long-term growth and value creation despite the short-term window for assessing performance against these goals. In some cases, it is not possible to assess an executive's performance against certain Business & Individual goals based on quantitative outcomes. In addition, the relative importance of some goals may be greater in one year than in another, depending on the circumstances when the Committee establishes the goals.

  113. 2023 AIP Categories

    | / | Compensation Discussion and Analysis |

  114. 2023 AIP Weightings

    2023 AIP Weightings As part of the Committee’s annual executive compensation process, in January 2023, the Committee reviewed and reassessed the AIP, including its categories and weightings. Based on its review of the AIP, the Committee concluded that the categories and weightings were appropriate. For the 2023 AIP, the performance measurement categories and weighting of each category were as follows:

  115. 2023 AIP Weightings

    | | Weightings (%) | | | | | Annual Cash Bonus Performance Measures | Thomas | Linde | LaBelle | Koop | | FFO per Share | 30 | 30 | 30 | 20 | | Leasing (Short-Term and Total)(1) | | | | | | Overall BXP | 30 | 30 | 30 | | | Boston Region | | | | 40 | | Business & Individual Goals | | | | | | Overall BXP | 40 | 40 | | | | Finance | | | 40 | | | Boston Region | | | | 40 | | Total | 100 | 100 | 100 | 100 |

  116. 2023 AIP Weightings

    1.Includes five "reach" leasing goals for which Messrs. Thomas, Linde, LaBelle and Koop had the opportunity to earn a positive adjustment to their payout percentages under the leasing category by up to ten percentage points if achieved.

  117. 2023 NEO Scorecards

    2023 NEO Scorecards Each year, with input from the CEO and President, the Committee establishes the categories (i.e., FFO per share, leasing and business & individual goals), the weightings for each category and the goals within each category under the AIP with the objective of directly linking each executive’s performance against the goals to the amount of the annual cash bonuses paid to such executive. Since the adoption of the Company’s more formulaic bonus plan in 2020, the Committee has generally used the same process to ensure that the goals are sufficiently rigorous and motivate our executives to meaningfully advance BXP’s business strategies, regardless of the economic conditions under which the Company is then operating. As explained above, the target for diluted FFO per share is set using the midpoint of BXP’s diluted FFO per share guidance that is publicly announced to investors, typically in late January each year. Each year, the primary drivers of this guidance are expected revenue from contractual leases, speculative leasing projections that would lead to additional GAAP revenue during the year, the expected delivery of a property or properties under development, and projected operating expenses for our properties, general and administrative expense and interest expense. In January 2023, when the Committee set the 2023 target for diluted FFO per share, the trajectory of the U.S. economy was uncertain. At the time, the rate of inflation was slowing, but remained generationally high, and interest rates continued to remain elevated. Against this economic backdrop, the Committee set the target for diluted FFO per share of $7.13, the midpoint of the diluted FFO per share guidance for 2023, which represented a projected 5.3% decrease in diluted FFO per share compared to actual 2022 diluted FFO per share. The primary driver for the projected decline was the significant increase in the cost of capital due to the aggregate 425-basis point increase in interest rates announced by the Federal Reserve throughout 2022, with additional increases expected throughout 2023. Given the Company’s outstanding floating rate debt and the need to refinance fixed rate debt upon maturity, this dramatic increase in interest rates negatively impacted the Company’s projected net interest expense for 2023. For the foregoing reasons, the Committee believed the 2023 target diluted FFO of $7.13 per share was rigorous and appropriate.

  118. 2023 NEO Scorecards

    The quantitative leasing goals under the AIP differ from year to year – sometimes materially – based on leasing activity the Committee determines is reasonably possible. The process of setting the leasing goals each year necessarily begins by analyzing the amount of currently vacant space in the Company’s portfolio, the amount of space covered by leases with near-term maturities in 2023 and the amount of space covered by leases with terms that expire more than twelve (12) months later (2024 and beyond). The Committee also considers the potential difficulty in successfully leasing the space. This includes factoring potential leases that are already subject to a letter of intent or the terms of which are under negotiation at the time the goals are established, and it also considers the probability of signing early lease renewals more than one year prior to lease maturity. For example, for 2023, there was less square footage covered by expiring leases that could be included in the leasing goals compared to 2022. During more robust economic conditions, BXP may also have a leasing target for new development starts that could have a material impact on the overall leasing volumes. As a point of reference, the 2022 leasing goals included new development starts that totaled approximately 800,000 square feet of leasing, however, similar opportunities were not available in 2023. In addition, the Committee factors the overall health of the economies in the regions in which the Company operates and the expected impact those conditions will have on leasing demand. For example, at the beginning of 2023, all three of our West Coast regions were experiencing a supply of office space that far exceeded the demand in those regions. Current and prospective clients in these markets were dominated by technology and life science companies that were laying-off employees and facing materially greater interest rates that caused them to defer major leasing decisions. The Committee then considers the totality of these factors when setting the threshold and maximum payout opportunities. The Committee believes the consistent process by which it sets the leasing goals each year helps ensure that they are rigorous. As a result of these considerations, the Committee established the following 2023 targets for short-term and total leasing that were less than actual short-term and total leasing achieved in 2022: 3.2 million square feet and 3.4 million square feet, respectively. The Committee determined these leasing targets were appropriately rigorous in light of the leasing opportunities available in 2023 in our operating asset portfolio and our development pipeline, the anticipated impacts of the slowing economy on our clients' operations and long-term decision-making, and the weakening supply and demand fundamentals in our markets. For the 2023 leasing category, based on preliminary discussions with clients leading into 2023, the Committee added five additional leasing opportunities, the execution of which was highly uncertain at the beginning of the year. These opportunities were large, unique and binary in nature — i.e., they would either be completed or not, leading to an all-or-nothing payout for each additional lease. Therefore, such leasing opportunities were not included in management's annual leasing goals because the successful (or unsuccessful) execution of any one of the leases could improperly skew the results of the leasing goals. Instead, the Committee designated these five leasing opportunities as "reach" leasing goals for which each of the corporate executives (Messrs. Thomas, Linde and LaBelle) and Mr. Koop had the opportunity to earn a positive adjustment to his leasing category payout percentage if achieved, prorated for each executive (by six percentage points for Mr. Koop related to three leasing opportunities in the Boston region, and by ten percentage points for the corporate executives related to the three Boston region opportunities, one in Los Angeles and one in Washington, DC). Only one of these "reach" leasing transactions was completed in 2023 - a 467,000 square foot lease extension in Los Angeles. Set forth in the following tables is a summary of each NEO’s performance measures and weightings, with specific threshold, target and maximum payout opportunities for each of the diluted FFO per share and leasing performance categories, and the principal Business & Individual goals, along with each NEO’s performance results for 2023. The Committee considers absolute and/or relative performance outcomes against Business & Individual goals, as well as the context in which they were achieved (e.g., degree of difficulty, importance to BXP, headwinds and tailwinds during the year and other similar factors), but no specific weightings are ascribed to each of the Business & Individual goals. The following scorecards include only the most material Business & Individual goals for each NEO that the Committee considered in assessing 2023 performance.

  119. 2023 NEO Scorecards

    | Owen D. Thomas | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2023 Results | Category Payout % | | FFO per Share | | | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | | Leasing (in square feet) | | Short-term | 1.9M | 3.2M | 4.4M | 2.9M | 90.0(2) | | | | Total | 2.0M | 3.4M | 4.8M | 3.7M | 114.0(2) | | Business & Individual Goals | | | | | | | 120.0 |

  120. 2023 NEO Scorecards

    | Douglas T. Linde | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2023 Results | Category Payout % | | FFO per Share | | | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | | Leasing (in square feet) | | Short-term | 1.9M | 3.2M | 4.4M | 2.9M | 90.0(2) | | | | Total | 2.0M | 3.4M | 4.8M | 3.7M | 114.0(2) | | Business & Individual Goals | | | | | | | 120.0 |

  121. 2023 NEO Scorecards

    | Michael E. LaBelle | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2023 Results | Category Payout % | | FFO per Share | | | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | | Leasing (in square feet) | | Short-term | 1.9M | 3.2M | 4.4M | 2.9M(2) | 90.0(2) | | | | Total | 2.0M | 3.4M | 4.8M | 3.7M(2) | 114.0(2) | | Business & Individual Goals | | | | | | | 150.0 |

  122. 2023 NEO Scorecards

    | Bryan J. Koop | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2023 Results | Category Payout % | | FFO per Share | | | $6.77 | $7.13 | $7.49 | $7.30(1) | 124.0 | | Leasing (in square feet) | | Short-term | 545.4K | 909.0K | 1.27M | 735.8K | 76.0 | | | | Total | 564.6K | 941.0K | 1.32M | 1.09M | 120.0 | | Business & Individual Goals | | | | | | | 100.0 |

  123. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

  124. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    | Raymond A. Ritchey |

  125. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    In accordance with his employment agreement, the Committee established leasing, business and individual goals for Mr. Ritchey against which they assessed his performance for 2023. Mr. Ritchey's leasing goals were measured against regional targets for the Los Angeles, Seattle and Washington, DC regions, his business goals were based on regional priorities for those three regions and his individual goals were focused primarily on leadership and organizational objectives. Under the terms of his employment agreement, Mr. Ritchey's 2023 annual cash bonus included additional upside opportunity for any new business he personally generated for the benefit of BXP; Mr. Ritchey did not receive any additional cash bonus related thereto. Set forth below are the material goals that the Committee considered in assessing Mr. Ritchey's 2023 performance.

  126. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    | Key 2023 Leasing and Business & Individual Goals |

  127. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    •Assist Washington, DC, Los Angeles and Seattle regions in the achievement of each region's respective leasing goals aggregated for Mr. Ritchey as follows:

  128. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    | | | Threshold | Target | Maximum | | Leasing (in square feet) | Short-term | 378.2K | 630.3K | 882.5K | | | Total | 446.2K | 743.6K | 1.01M |

  129. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    •Assist Washington, DC, Los Angeles and Seattle regions in generating strategic ideas and new business opportunities (to the extent feasible based on market conditions) •Support LA region in advancing specified investment, including strengthening of partner relations and generating business opportunities •Transition smoothly into reduced BXP workload and balance outside activities with BXP initiatives •Continue active participation in internal events, external communications and meeting with stockholders organize and leadership of BXP’s monthly leasing calls across all regions •Continue strong mentorship of specified executives and regional leaders

  130. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    | / | Compensation Discussion and Analysis |

  131. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.0%

    In assessing Mr. Ritchey’s performance against his leasing, business and individual goals, the Committee concluded that he achieved the majority of the goals established for him, and those that were not met were primarily due to the particularly challenged capital market conditions on the West Coast that made generating new opportunities and transacting in those regions unrealistic. In addition, the Committee's evaluation of Mr. Ritchey's performance included consideration of Mr. Ritchey's meaningful contributions to our overall performance and advancement of our long-term strategy, as well as his integral role in the development of talent at all levels of our organization, the promotion of our culture of excellence, and enhancing BXP's brand. In particular, the Committee noted that Mr. Ritchey: •exceeded the target total leasing square footage for each of the Washington, DC, Los Angeles and Seattle regions by executing a total of approximately 979,000 square feet of leases. In addition, Mr. Ritchey actively contributed to the successful execution of the long-term, approximately 467,000 square foot, multi-building lease extension at Santa Monica Business Park •strategically utilized long-established relationships with clients and brokers and effectively participated in leasing negotiations to (1) achieve the leasing goals and (2) further enhance BXP's presence in the Seattle and Washington, DC markets •leveraged his relationships and local industry stature in the Washington, DC region to, among other things, facilitate the capital restructuring of Metropolitan Square and BXP's acquisition of a 50% joint venture interest in a property in Virginia •had direct involvement in ensuring the successful reorganization and leadership transition on the West Coast with the appointments of Mr. Rod Diehl as Executive Vice President, West Coast Regions, and regional leaders in the Los Angeles and Seattle regions •continued his strong mentorship and development of specified executives and regional leaders that resulted in objective advancements of his mentees' leadership, negotiating and execution skills in complex transactions After assessing Mr. Ritchey’s performance against his Leasing and Business and Individual goals, and the relative importance of the goals, the Committee determined that Mr. Ritchey earned 120% of the target opportunity set for him.

  132. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 120.0%

    TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 120.0% Based on the foregoing, the Committee awarded annual cash bonuses to the NEOs for 2023 as follows:

  133. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 120.0%

    | Name | 2023 Target Annual Cash Bonus ($) | 2023 Actual Annual Cash Bonus ($) | 2023 Actual as (% of Target) | | Owen D. Thomas | 2,350,000 | 2,721,300 | 115.8 | | Douglas T. Linde | 1,900,000 | 2,200,200 | 115.8 | | Raymond A. Ritchey | 1,650,000 | 1,980,000 | 120.0 | | Michael E. LaBelle | 1,250,000 | 1,597,500 | 127.8 | | Bryan J. Koop | 1,250,000 | 1,300,000 | 104.0 |

  134. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 120.0%

    LTI Equity Compensation The equity component of our NEOs’ compensation is granted in the form of LTI equity awards consisting of a mix of time-based and performance-based awards. The ultimate value, if any, of these awards is driven significantly by our TSR.

  135. TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 120.0%

    | Compensation Discussion and Analysis | / |

  136. Time-Based Equity Awards

    Time-Based Equity Awards The time-based LTI equity awards granted to the NEOs for 2023 performance consisted of LTIP units or restricted shares of our common stock that generally vest in equal, annual installments over four years (25% per year), subject to acceleration in certain circumstances (e.g., retirement, death or disability, and certain qualifying terminations following a change in control). See “Compensation of Executive Officers—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards.”

  137. Performance-Based Equity Awards – Multi-Year Long-Term Incentive Program (MYLTIP)

    Performance-Based Equity Awards – Multi-Year Long-Term Incentive Program (MYLTIP) The performance-based portion of LTI equity awards is granted under our Multi-Year Long-Term Incentive Program, or “MYLTIP.” We grant MYLTIP awards to provide incentives for long-term TSR performance over a multi-year period. The MYLTIP awards link the ultimate payouts directly by formula to our absolute and relative TSR over a three-year measurement period.

  138. Allocation of LTI Equity Awards

    Allocation of LTI Equity Awards

  139. Equity Compensation Mix

    Equity Compensation Mix

  140. Equity Compensation Mix

    | Compensation Component | CEO | Other NEOs | | Time-Based LTI | 45% | 50% | | Performance-Based LTI | 55% | 50% |

  141. 2023 LTI Awards for 2022 Performance

    2023 LTI Awards for 2022 Performance Based on the NEOs’ performance in 2022, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards to the NEOs on February 7, 2023, and February 3, 2023, respectively, which reflect 100% of each NEO’s target LTI award value for 2022, except for Mr. LaBelle, who earned 113% of his 2022 target LTI equity award value, or an additional $250,000 above target, in acknowledgment of, among other things, his role in the successful execution of BXP’s 2022 financing and balance sheet management goals and based on the Committee’s compensation benchmarking review.

  142. 2023 LTI Awards for 2022 Performance

    | Executive | Total LTI Equity Awards ($) | Performance- Based LTI Equity Awards ($) | % of Total Equity (%) | Time-Based LTI Equity Awards ($) | % of Total Equity Awards (%) | | Owen D. Thomas | 9,500,000 | 5,225,000 | 55 | 4,275,000 | 45 | | Douglas T. Linde | 6,100,000 | 3,050,000 | 50 | 3,050,000 | 50 | | Raymond A. Ritchey | 4,410,000 | 2,205,000 | 50 | 2,205,000 | 50 | | Michael E. LaBelle | 2,250,000 | 1,125,000 | 50 | 1,125,000 | 50 | | Bryan J. Koop | 1,600,000 | 800,000 | 50 | 800,000 | 50 | | Total | 23,860,000 | 12,405,000 | 52 | 11,455,000 | 48 |

  143. 2023 LTI Awards for 2022 Performance

    The 2023 MYLTIP awards were denominated in a fixed number of LTIP units. The number of LTIP units initially issued to each award recipient on the grant date is the maximum number of units that the award recipient may earn under the 2023 MYLTIP (it is not a projection of the number of units the executive will actually earn). The 2023 MYLTIP awards have a three-year performance period (February 7, 2023 to February 6, 2026) and an additional one-year, post-vesting holding period (see “—2023 MYLTIP Structure & Design—Other Features of 2023 MYLTIP”). Following the completion of the three-year performance period, the Committee will determine the final payout based on computations from our independent valuation consultant for this plan. If the number of units initially awarded exceeds the number of units ultimately earned, then the award recipient must forfeit the excess.

  144. 2023 LTI Awards for 2022 Performance

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  145. 2023 LTI Awards for 2022 Performance

    Therefore, while the award of 2023 MYLTIP units was partially in recognition of performance in 2022, award recipients must continue to perform over the three-year term of the 2023 MYLTIP to earn and vest in any of the MYLTIP units and hold the units for an additional year. As a result, recipients can not monetize the awards until at least four years after the grant date.

  146. 2023 MYLTIP Structure & Design

    2023 MYLTIP Structure & Design On January 25, 2023, the Committee approved LTI equity awards to NEOs for 2022 performance as a mix of time-based, full-value equity awards and performance-based MYLTIP awards. The structure and design of the 2023 MYLTIP are the same as those for the 2022 MYLTIP, except JBG Smith Properties was not included in the 2023 custom peer group index (the “Custom Index”) used to compare BXP's TSR performance against because it publicly announced a strategic shift to change the composition of its portfolio to majority multifamily. Therefore, the Committee concluded that including JBG Smith Properties in the Custom Index was no longer appropriate. The 2023 performance-based MYLTIP consists of two equally weighted components, each providing a payout opportunity ranging from zero to 200% of a target number of LTIP units based on BXP’s relative and absolute TSR performance over a three-year performance period. Relative TSR Component One-half (50%) of the 2023 MYLTIP grant value was awarded in the form of LTIP units that can be earned based on BXP’s three-year, annualized TSR (“rTSR”) compared to the Custom Index as follows:

  147. 2023 MYLTIP Structure & Design

    The payout for performance between levels outlined in the table above will be interpolated on a straight-line basis. The Committee added the aTSR component during its re-design of the MYLTIP in 2020, in part, to limit the scenarios in which our investors may suffer losses due to a decline in absolute TSR while our NEOs realize above-target payouts for relative TSR outperformance. As a result, BXP performance above the maximum goal under the rTSR component does not automatically result in a payout equal to the maximum 200% of target because the total payout would be offset if performance is below target under the aTSR component. The Committee concluded that this “offsetting” feature helps align our NEOs’ interests with our stockholders while providing incentive to outperform our peers. Other Features of 2023 MYLTIP Distributions. During the three-year performance period, holders of 2023 MYLTIP Units are not entitled to receive full distributions on the 2023 MYLTIP Units. Instead, to support the units’ characterization as profits interests for tax purposes, the holders of the units are entitled to receive only a partial distribution on each unit equal to 10% of the dividend payable on a share of BXP common stock. In addition, BXP will make a “catch-up” cash payment on the 2023 MYLTIP Units that are ultimately earned (if any) in an amount equal to the regular and special dividends, if any, declared during the performance period on BXP common stock, less the distributions paid to holders of 2023 MYLTIP Units during the performance period on all of the awarded 2023 MYLTIP Units. Post-vesting Transfer Restrictions. Subject to the provisions on “Qualified Retirement” and the other terms of the award agreement, after the three-year performance period, all earned 2023 MYLTIP Units shall be deemed “vested.” Still, they may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, 100% of earned awards, if any, shall vest as of February 6, 2026, but may not be monetized until February 6, 2027.

  148. 2024 LTI Awards for 2023 Performance

    2024 LTI Awards for 2023 Performance On January 25, 2024, the Committee approved LTI equity awards to NEOs for 2023 performance using the same mix of time-based, full-value equity awards and performance-based MYLTIP awards as in prior years. The 2024 MYLTIP awards were denominated in a fixed number of LTIP units. Based on the NEOs’ performance in 2023, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards granted to the NEOs on February 6, 2024 and February 2, 2024, respectively, for performance in 2023. These total LTI equity award amounts reflect 100% of each NEO’s target LTI award value for 2023. Under his employment agreement, Mr. Ritchey was not eligible to receive an LTI equity award for 2023 performance.

  149. 2024 LTI Awards for 2023 Performance

    | Executive* | Total LTI Equity Awards ($) | Total LTI Equity Awards as % of Target (%) | Performance-Based LTI Equity Awards ($) | % of Total Equity Awards (%) | Time-Based LTI Equity Awards ($) | % of Total Equity Awards (%) | | Owen D. Thomas | 10,000,000 | 100 | 5,500,000 | 55 | 4,500,000 | 45 | | Douglas T. Linde | 6,300,000 | 100 | 3,150,000 | 50 | 3,150,000 | 50 | | Michael E. LaBelle | 2,500,000 | 100 | 1,250,000 | 50 | 1,250,000 | 50 | | Bryan J. Koop | 1,600,000 | 100 | 800,000 | 50 | 800,000 | 50 | | Total | 20,400,000 | 100 | 10,700,000 | 52 | 9,700,000 | 48 |

  150. 2024 LTI Awards for 2023 Performance

    The aggregate target number of 2024 MYLTIP units for NEOs is approximately 160,005 LTIP units, and an aggregate payout opportunity ranging from zero to a maximum of 320,011 LTIP units. The baseline share price for 2024 MYLTIP awards was $64.288 (the average closing price per share of our common stock on the NYSE for the five trading days prior to and including February 6, 2024). The fair value of the 2024 MYLTIP awards is generally amortized into earnings over the three-year plan period under the graded vesting method (unless accelerated in certain circumstances such as a “Qualified Retirement” as defined under “—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards”). The awards are divided into three components with differing weightings: rTSR component (40%), aTSR component (40%) and Leverage Component (20%). In general, the Company will not make any expense adjustments over the three-year plan period for the rTSR and aTSR components. However, with respect to the Leverage Component, each quarter the Company will assess the number of LTIP units that it estimates will be earned and will account for any increase or decrease in the number of LTIP units as a cumulative adjustment to expense in that period. Under ASC Topic 718, the aggregate grant-date fair value of 2024 MYLTIP awards to NEOs was approximately $10.7 million.

  151. 2024 LTI Awards for 2023 Performance

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  152. Realized Pay vs. Reported Pay for MYLTIP Awards

    1.Amounts do not include 54,282 options to purchase shares of BXP’s common stock granted to Mr. Thomas in 2013. The stock options expired out-of-the-money on April 2, 2023. The grant date value of Mr. Thomas’ stock options was $900,000. 2.Realized Pay as % of Reported Pay percentages shown for the 2022 and 2023 MYLTIP are estimates as of December 31, 2023, based on interim valuations performed by our independent valuation consultant. Actual results could differ materially from the interim valuations.

  153. Benchmarking Peer Group

    Benchmarking Peer Group The Committee monitors the effectiveness of our executive compensation program on an ongoing basis. For it to be effective, compensation must be competitive with other large public real estate companies with which we compete for executive talent. The Committee uses industry peer group data to assess and determine pay for our executive officers. However, other REITs in the office sector and other sectors are not always comparable to us because of differences in underlying business fundamentals. Peer group data is intended to provide the Committee with insight across the peer group into market pay levels for each element of compensation and target TDC of executive officers having similar titles and responsibilities to our NEOs, market trends, “best” governance practices, and overall industry performance. The median (50th percentile) serves as a reference point and indicator of competitive market trends and the Committee uses it as the starting point when setting our executive compensation. However, market data is one of many factors the Committee considers when setting target pay opportunities. FW Cook advised the Committee that size, as measured by total capitalization, best depicts the scale, complexity and breadth of the Company’s operations and the amount of capital and assets managed, and therefore is the most appropriate scope measure for peer company selection. Following a review of the peer group for 2022, FW Cook recommended, and the Committee agreed, to maintain the same peer group for 2023. Notably, thirteen out of the sixteen members of this Benchmarking Peer Group also listed BXP as a peer company in their 2023 proxy statements.

  154. Benchmarking Peer Group

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  155. Benchmarking Peer Group

    The following table provides the names and key information for each peer company:

  156. Benchmarking Peer Group

    | Company | Sector | Location | Total Capitalization (in millions)(1) ($) | | Alexandria Real Estate Equities, Inc. | Office | Pasadena, CA | 37,643 | | American Tower Corporation | Specialty | Boston, MA | 154,487 | | AvalonBay Communities, Inc. | Multifamily | Arlington, VA | 34,725 | | Digital Realty Trust, Inc. | Specialty | Austin, TX | 62,573 | | Douglas Emmett, Inc. | Office | Santa Monica, CA | 8,469 | | Essex Property Trust, Inc. | Multifamily | San Mateo, CA | 22,903 | | Host Hotels & Resorts, Inc. | Hotel | Bethesda, MD | 18,853 | | Kilroy Realty Corporation | Office | Los Angeles, CA | 9,948 | | Prologis, Inc. | Industrial | San Francisco, CA | 159,361 | | Regency Centers Corporation | Shopping Center | Jacksonville, FL | 17,183 | | Simon Property Group, Inc. | Regional Mall | Indianapolis, IN | 80,242 | | SL Green Realty Corp. | Office | New York, NY | 7,992 | | UDR, Inc. | Multifamily | Highlands Ranch, CO | 19,632 | | Ventas, Inc. | Health Care | Chicago, IL | 34,084 | | Vornado Realty Trust | Office | New York, NY | 16,376 | | Welltower Inc. | Health Care | Toledo, OH | 67,871 | | Median | | | 28,494 | | Average | | | 47,021 | | Boston Properties, Inc. | Office | Boston, MA | 30,590 | | Relative Percentile Rank | | | 51%-ile |

  157. Benchmarking Peer Group

    Source: S&P Capital IQ. Data as of December 31, 2023 1.Total capitalization includes debt and the book value of any preferred stock. The benchmarking review was based, in part, on information disclosed in the peer companies’ proxy statements filed in 2023 (the latest year for which comprehensive data were publicly available). Role of Management in Compensation Decisions Our CEO and President make recommendations to the Committee on the compensation of the other executive officers, and our CEO makes recommendations to the Committee on the compensation of our President, in each case, based on their assessment of performance versus corporate and individual goals and a variety of other factors (e.g., compensation history, tenure, responsibilities, market data for competitive positions and retention concerns). The Committee makes all executive compensation decisions.

  158. Benchmarking Peer Group

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  159. Benchmarking Peer Group

    Other Compensation Policies Double-Trigger Acceleration of Vesting of Equity Awards Upon a Change of Control All time-based equity awards made after 2014 include “double-trigger” vesting, meaning that if there is a “change of control” and the awards are not otherwise canceled in connection with the change of control transaction, then they only become fully vested if, within 24 months after the change of control, the executive’s employment is terminated by the Company or its successor without “cause” or the executive resigns for “good reason.” This policy regarding acceleration of vesting upon a change of control aligns with current best practices while also continuing to remove potential disincentives for executives to pursue a change of control transaction that would benefit stockholders. Although certain senior officers, including our CEO, were entitled to single-trigger vesting under their employment agreements, the Committee requested, and those executives voluntarily agreed to, the change. The Committee believes that this demonstrates its and management’s responsiveness to stockholders and that the policy addresses two key objectives: •Aligning executives’ interests with stockholders’ interests: When a change of control may be imminent, it is important to ensure that executives’ interests are aligned with stockholders to maximize stockholder value. •Minimizing conflicts of interest: Double-trigger vesting in the context of a potential change of control (1) reduces distraction and the risk that executives leave the Company before a transaction is completed and (2) prevents executives from receiving a windfall because executives’ time-based equity vests only if their employment is terminated. Clawback Policy In October 2023, our Board adopted a new Compensation Recovery Policy, or “clawback” policy, to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE ("New Clawback Policy"). The New Clawback Policy requires us to recover from covered executive officers any erroneously awarded incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure during the three fiscal years preceding the date on which the Company determines it is required to prepare a material financial restatement. The New Clawback Policy applies to all incentive-based compensation received by covered executive officers on or after October 2, 2023, that is in excess of the amount that would have been received had it been calculated based on the restated financial statements. However, compensation received prior to October 2, 2023 remains subject to the terms of our prior clawback policy ("Prior Clawback Policy"). Our Prior Clawback Policy allows us to recoup "excess compensation" from certain executive officers in the event of an accounting restatement due to material non-compliance with any financial reporting requirement. “Excess compensation” includes annual cash bonus and long-term incentive compensation in any form (including stock options, restricted stock and LTIP units, whether time-based or performance-based) received by them during the three years preceding the publication of the restated financial statements, that the Committee determines was in excess of the amount that they would have received had such compensation been determined based on the financial results reported in the restated financial statements. The New Clawback Policy has been filed as an exhibit to our Annual Report on Form 10-K. Gross-Up for Excess Parachute Payments In January 2014, we adopted a formal “no tax gross-up” policy with respect to our senior executives. Under this policy, we will not make or promise to make any tax gross-up payment to any senior executive in the future other than payments in accordance with obligations existing at the time of the policy’s adoption or under arrangements applicable to our management employees generally, such as a relocation policy. The employment agreements we have entered into with senior executives since 2013, including our current and past employment agreements with our CEO, Mr. Thomas, do not provide for tax gross-up payments. In addition, the Second Amended and Restated Employment Agreement with Mr. Ritchey provides that he will no longer be eligible to receive a tax gross-up payment under any plan or agreement. (See “Compensation of Executive Officers—Employment Agreements—Summary of Mr. Ritchey’s Employment Agreement.") Accordingly, this policy formalized the Committee’s then-existing practice with respect to tax gross-ups. In addition, our Senior Executive Severance Plan and Executive Severance Plan provide that executives who become eligible to participate in these plans after 2013 will not be entitled to any tax gross-up payments under the plans.

  160. Benchmarking Peer Group

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  161. Benchmarking Peer Group

    Policy Concerning Hedging and Pledging Transactions Transactions such as purchases and sales of publicly traded put and call options, short sales, hedging transactions such as prepaid variable forwards, equity swaps and collars create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an employee or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Therefore, we prohibit all employees, including our executive officers, and directors from engaging in short sales and derivative transactions, purchasing our securities on margin and pledging our securities as collateral for a loan. Mandatory Minimum Equity Ownership Policy for Senior Executives To align senior management with our stockholders and demonstrate to the investment community that our senior management is personally committed to our continued financial success, we have a policy that requires the following officer positions to maintain equity ownership equal to a multiple of their base salaries as follows:

  162. Benchmarking Peer Group

    | Title | Multiple of Base Salary | | Chief Executive Officer | 6.0x | | President | 5.0x | | Senior Executive Vice President | 5.0x | | Executive Vice President, Chief Financial Officer | 3.0x | | Executive Vice President, Regional Manager | 2.0x | | Senior Vice President | 1.5x |

  163. Benchmarking Peer Group

    | | | à | | | | CEO Mandatory Minimum | | | CEO Actual Stock Ownership | | | 6x | base salary | | 43x | base salary |

  164. Benchmarking Peer Group

    Mr. Thomas' actual stock ownership represents approximately 43 times his base salary (based on the last reported sale price of a share of BXP common stock on the NYSE on February 12, 2024), substantially greater than the mandatory minimum equity requirement. In fact, Mr. Thomas acquired approximately $1.0 million in BXP's common stock prior to joining BXP in 2013. Including those shares, since 2013, Mr. Thomas has never sold any shares of BXP common stock or redeemed any units in BPLP. If an executive’s ownership falls below the applicable guideline due solely to a decline in the value of our common stock, the executive will not be required to acquire additional shares to meet the guideline, but he or she will be required to retain all shares then held (except for shares withheld to pay withholding taxes or the exercise price of options) until the executive again attains the target multiple. Employees hired or promoted to senior management positions will have five years beginning on January 1 of the year following their appointment to achieve this ownership requirement. Exceptions may be made for significant extenuating personal circumstances. The types of securities that are counted toward the equity ownership requirement include shares of our common stock, common units and LTIP units (excluding performance-based LTIP units until and unless they have been earned), in each case both vested and unvested, as well as shares acquired and held through our stock purchase and dividend reinvestment plans. Stock options are not counted.

  165. Benchmarking Peer Group

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  166. Benchmarking Peer Group

    LTIP Units Since 2003, we have used a class of partnership interests in our Operating Partnership, called long-term incentive units, or LTIP units, as a form of equity-based award for annual long-term incentive equity compensation. LTIP units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes, meaning that initially, they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units offer executives a long-term incentive comparable to restricted stock while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our incentive equity plan. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock. Under the MYLTIP awards, during the performance period, holders of LTIP units will receive distributions equal to one-tenth (1/10th) of the amount of regular quarterly distributions paid on a common unit, but will not receive any special distributions. After the end of the performance period, holders of earned LTIP units, both vested and unvested, will be entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special, payable on a common unit (which equal per share dividends (both regular and special) on our common stock). For the 2021 MYLTIP – 2024 MYLTIP awards, following the completion of their respective three-year performance periods, BXP will also make a “catch-up” cash payment on the LTIP units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on BXP common stock, less the distributions paid to holders of the applicable MYLTIP awards, during the applicable performance period on all of the corresponding LTIP units. LTIP units awarded with time-based vesting conditions only, both vested and unvested, are entitled to receive distributions per LTIP unit equal to the regular and special distributions payable on a common unit. Employment Agreements During 2023, we had employment agreements with each of our NEOs. (See “Compensation of Executive Officers—Employment Agreements” beginning on page 111.) For NEOs other than Mr. Thomas, these agreements provide for a certain level of severance, generally the sum of base salary plus the prior year’s cash bonus, 12 additional months of vesting in equity-based awards and participation in our health plan for up to 12 months, in the event of a termination of employment by us without cause or by the executives for good reason. The employment agreement with Mr. Thomas provides for stipulated severance benefits in lieu of participation in severance plans for which the other NEOs are eligible. In return, each NEO agrees, during the term of employment and for one year thereafter, not to compete with us, solicit our clients or employees or interfere with our relationship with our clients, suppliers, contractors, lenders, employees or with any governmental agency. We believe these agreements are fair to the NEOs and our stockholders and, because the severance benefits are negotiated at the time of the agreement, avoid the need for protracted negotiations in the event of termination. Change in Control Arrangements We have an employment agreement with Mr. Thomas that provides him with cash severance and certain benefits in the event of his termination under certain circumstances within 24 months following a change in control. Although Mr. Thomas was entitled to “single-trigger” vesting upon a change in control under his original employment agreement, he has agreed to be subject to the “double-trigger” vesting policy adopted for all time-based LTI equity awards made after 2014. We also have two change in control severance plans, one for our President and Executive Vice Presidents, and the other for our Senior Vice Presidents and those Vice Presidents with ten (10) or more years of tenure with us. These plans also provide cash severance and certain benefits in the event of termination of employment under certain circumstances within 24 months following a change in control. The two change in control severance plans are “double trigger” arrangements, providing severance benefits only upon an involuntary or constructive termination of the executive officer following a change in control. (See “Compensation of Executive Officers—Potential Payments Upon Termination or Change in Control” beginning on page 115.) Officers who became eligible under the two severance plans described above prior to their amendment in January 2014 upon adoption by the Committee of a formal “no tax gross-up” policy are entitled to a gross-up payment in the event they become subject to the 20% golden parachute excise tax. This was the market practice when these plans were adopted in 1998. Messrs. Thomas and Ritchey are not entitled to a tax gross-up payments under their employment agreements.

  167. Benchmarking Peer Group

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  168. Benchmarking Peer Group

    In our experience, change in control cash severance protection for executive officers is common in the REIT industry. Our Committee believes it is fair to provide severance protection in the event of an involuntary termination or constructive termination of employment following a change in control because senior manager positions are often eliminated following a change in control. The Committee believes that agreeing in advance to provide severance benefits in the event of an involuntary termination or constructive termination of employment following a change in control helps reinforce and encourage the continued attention and dedication of senior management to their assigned duties without distraction in the face of an actual or threatened change in control and helps ensure that management is motivated to negotiate the best consideration for our stockholders. For treatment of equity awards in the event of a change in control, please see “—Double-Trigger Acceleration of Vesting of Equity Awards upon a Change of Control” above. Perquisites Mr. Thomas’ employment agreement provides that he is entitled to the use of a Company-owned or leased vehicle, but Mr. Thomas has declined this benefit since 2013. We provide Messrs. Linde, Ritchey and Koop a monthly car allowance of $750 and all of our executive officers a designated parking space. Apart from these arrangements, we do not provide any other perquisites to our executive officers. Deferred Compensation Plan We offer a deferred compensation plan that permits our executives to defer up to 20% of their base salaries and bonuses. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. The executives select from a limited number of mutual funds, which serve as measurement funds. The deferred amounts are increased or decreased to correspond to the market value of the mutual fund investments. Because the measurement funds are publicly traded securities, we do not consider any of the earnings credited under the deferred compensation plan to be “above market.” We do not provide any matching contribution to any executive officer who participates in this plan, other than a limited amount to compensate for any loss of matching contributions under our Section 401(k) plan. We have made this plan available to our executives to ensure our benefits are competitive. See “Compensation of Executive Officers—Nonqualified Deferred Compensation in 2023” beginning on page 109. Retirement and Health and Welfare Benefits We have never had a traditional or defined benefit pension plan. Our executives participate in Company-sponsored benefit programs available broadly to generally all of our salaried employees, including our employee stock purchase plan and our Section 401(k) plan. We maintain a Section 401(k) retirement plan in which all salaried employees can participate, which provides a Company matching contribution of 200% of the first 3% of compensation contributed to the plan (utilizing earnings not in excess of an amount established by the Internal Revenue Service ($330,000 in 2023)). Other benefits, such as health and dental plans, group term life insurance, short- and long-term disability insurance and travel accident insurance, are also generally available to our salaried employees. Deductibility of Executive Compensation The Committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a publicly held corporation may not deduct compensation of more than $1 million paid to any “covered employee.” To the extent that compensation paid to our executive officers is subject to and does not qualify for deduction under Section 162(m), our Committee is prepared to exceed the limit on deductibility under Section 162(m) to the extent necessary to establish compensation programs that we believe provide appropriate incentives and reward our executives relative to their performance. Because we qualify as a REIT under the Code, we generally distribute at least 100% of our net taxable income each year and therefore do not pay federal income tax. As a result, the possible loss of a federal tax deduction would not have a material impact on us. Accounting for Stock-Based Compensation We account for stock-based awards under the requirements of ASC Topic 718.

  169. Benchmarking Peer Group

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  170. Benchmarking Peer Group

    Assessment of Compensation-Related Risks The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Committee believes that, because of the following factors, there is a low likelihood that our compensation policies and practices would encourage excessive risk-taking:

  171. Benchmarking Peer Group

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  172. Benchmarking Peer Group

    •our policies and programs are generally intended to encourage executives to focus on long-term objectives; •overall compensation is maintained at levels that are competitive with the market; •the mix of compensation balances cash and equity compensation, incentives for short-term and long-term performance, and financial, strategic and market-based measures; •annual cash bonuses for executives are linked to performance against goals in three categories with specific weightings and each executive has target and maximum bonus opportunities; •long-term equity incentives align management’s interests with those of stockholders with the performance-based components rewarding company and executive outperformance and being capped at 200% of target shares; •except for those employees who satisfy the conditions for Qualified Retirement, all equity awards are subject to multi-year vesting (see “—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards” on page 118); •executive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and •a clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated. Equity Award Grant Policy We have a policy that annual grants to employees are approved by the Committee in late January or early February of each year, with an effective grant date immediately following the closing of the NYSE on the second trading day after we publicly release financial results for the prior year. This policy provides the necessary certainty and transparency for employees and stockholders while allowing the Committee desired flexibility. Our Committee approves equity awards in dollar values. To the extent these awards are paid in the form of full-value awards (either shares of restricted stock and/or LTIP units), the number of shares/units granted is calculated by dividing the dollar value of the approved awards by the closing market price on the NYSE of a share of our common stock on the effective date of grant. To the extent these awards are made in stock options, the number of shares underlying option grants is determined by dividing the dollar value of the approved awards by the grant-date fair value of the option, as calculated by an independent valuation expert in accordance with ASC Topic 718. The Equity Award Grant Policy does not apply to performance-based equity awards such as the MYLTIP because of the different considerations that apply to granting such awards. For example, consistent with our past practice when granting multi-year, performance-based equity awards, the Committee determined that the baseline share price from which TSR performance is measured for the two TSR-linked components of the 2024 MYLTIP should be based on the average closing stock price for the five trading days prior to and including the effective date of grant.

  173. Benchmarking Peer Group

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  174. Benchmarking Peer Group

    Compensation Committee Report The Compensation Committee of Boston Properties has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Submitted by the Compensation Committee:

  175. Derek Anthony (Tony) West

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Owen D. Thomas Chief Executive Officer | 2023 | 950,000 | 9,261,028(2) | 2,721,300 | 31,636 | 12,963,964 | | | 2022 | 925,000 | 9,157,428(3) | 2,949,250 | 19,110 | 13,050,788 | | | 2021 | 900,000 | 8,745,377(4) | 3,231,250 | 17,910 | 12,894,537 | | Douglas T. Linde President | 2023 | 800,000 | 5,929,505(2) | 2,200,200 | 38,712 | 8,968,417 | | | 2022 | 775,000 | 5,837,052(3) | 2,384,500 | 37,110 | 9,033,662 | | | 2021 | 750,000 | 5,443,503(4) | 2,612,500 | 35,310 | 8,841,313 | | Raymond A. Ritchey Senior Executive Vice President | 2023 | 750,000 | 4,079,250(2) | 1,980,000 | 37,280 | 6,846,530 | | | 2022 | 750,000 | 4,079,250(3) | 1,430,550 | 35,526 | 6,295,326 | | | 2021 | 740,000 | 4,079,250(4) | 2,268,750 | 34,326 | 7,122,326 | | Michael E. LaBelle Executive Vice President, Chief Financial Officer & Treasurer | 2023 | 550,000 | 2,202,834(2) | 1,597,500 | 29,385 | 4,379,719 | | | 2022 | 525,000 | 1,921,544(3) | 1,718,750 | 28,110 | 4,193,404 | | | 2021 | 510,000 | 2,139,966(4) | 1,618,750 | 26,310 | 4,295,026 | | Bryan J. Koop Executive Vice President, Boston Region | 2023 | 440,000 | 1,555,280(2) | 1,300,000 | 37,993 | 3,333,273 | | | 2022 | 425,000 | 1,438,744(3) | 1,753,750 | 37,110 | 3,654,604 | | | 2021 | 410,000 | 1,653,900(4) | 1,711,250 | 35,310 | 3,810,460 |

  176. NEOs Eligible for Qualified Retirement as of December 31, 2023

    | Year | Summary Compensation Table Total for CEO(1)(2) ($) | Compensation Actually Paid to CEO(1) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-CEO NEOs (1)(3) ($) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income (in millions)(6) ($) | FFO Per Share(7) ($) | | | | | | | BXP Total Stockholder Return ($) | Peer Group Total Stockholder Return(5) ($) | | | | 2023 | 12,963,964 | 9,975,923 | 5,881,985 | 6,592,675 | 61.55 | 63.34 | 190.2 | 7.30 | | 2022 | 13,050,788 | 2,646,769 | 5,794,249 | 2,530,706 | 55.54 | 62.07 | 848.9 | 7.53 | | 2021 | 12,894,537 | 19,747,684 | 6,017,281 | 8,297,877 | 90.43 | 99.51 | 496.2 | 6.56 | | 2020 | 10,737,289 | (220,724) | 4,677,157 | 1,126,865 | 71.65 | 81.56 | 862.2 | 6.29 |