DEF 14A of BXP, Inc., Apr 9, 2025

DEF 14A of BXP, Inc.

Filed Apr 9, 2025 · FY20240001656423-25-000020

Open on EDGAR

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

    | | Outstanding Equity Awards at 2024 Fiscal Year-End | 104 | | | 2024 Option Exercises and Stock Vested | 106 | | | Nonqualified Deferred Compensation in 2024 | 107 | | | Employment Agreements | 109 | | | Potential Payments Upon Termination or Change in Control | 111 | | | Pay Ratio Disclosure | 117 | | | Pay Versus Performance | 118 | | › | Proposal 2 / Advisory Vote on Named Executive Officer Compensation | 122 | | | Proposal | 122 | | | Vote Required | 122 | | › | Proposal 3 / Ratification of Appointment of Independent Registered Public Accounting Firm | 123 | | | Proposal | 123 | | | Fees to Independent Registered Public Accounting Firm | 124 | | | Audit and Non-Audit Services Pre-Approval Policy | 124 | | | Vote Required | 124 | | | Audit Committee Report | 125 | | › | Other Matters | 126 | | | Certain Relationships and Related Person Transactions | 126 | | | Stockholder Nominations for Director and Proposals for the 2026 Annual Meeting | 127 | | › | Information About the Annual Meeting | 128 | | | Notice of Internet Availability of Proxy Materials | 128 | | | Presentation of Other Matters at the Annual Meeting | 128 | | | Stockholders Entitled to Vote | 128 | | | Attending the Annual Meeting | 128 | | | Quorum for the Annual Meeting | 128 | | | How to Vote | 129 | | | Revoking Proxy Instructions | 130 | | | Accessing BXP’s Proxy Materials Electronically | 130 | | | Householding | 130 | | | Expenses of Solicitation | 131 | | › | Appendix A — Disclosures Relating to Non-GAAP Financial Measures | A-1 |

  2. ☐ 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 •Established guidelines on Board refreshment | | 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 (3) other public company boards and (2) directors that are also executive officers of BXP from serving on more than one other public company board •Each director attended more than 75% of the meetings of the Board and committees on which he or she served in 2024; in the aggregate, our directors attended more than 95% of the total number of meetings held in 2024 | | Compensation | •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 |

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

    | Proxy Summary | / |

  4. ☐ 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 (3) pillars: climate action, climate resilience and social good. BXP is a widely recognized industry leader in sustainability, and our highlights include:

  5. ☐ 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 (6) 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 targets as in line with a 1.5°C trajectory, the most ambitious designation available at the time of submission •34.9 million square feet LEED certified, of which 91% is certified at the highest Gold and Platinum levels (as of December 31, 2024) •We publish an annual Sustainability & Impact report, which is available on our website at https://www.bxp.com/commitment, but none of the annual Sustainability & Impact Reports are incorporated by reference in this proxy statement or any other document we file with the SEC | | 2024 Awards and Recognitions | •Ranked among the top real estate companies in the 2024 GRESB assessment, earning a ninth (9th) consecutive 5-Star rating, and a thirteenth (13th) consecutive “Green Star” designation •MSCI rating of “AA” and CDP Climate Change score of “B” •Named to the Dow Jones Sustainability Index (DJSI) North America for the fourth (4th) consecutive year; one (1) of eight (8) real estate companies that qualified and the only office REIT in the index, scoring in the 93rd percentile of real estate companies assessed for inclusion •Earned Nareit’s Leader in the Light Office award, in addition to Nareit’s Sustainability Impact Award - Sustainable Design for 140 Kendrick Street - Building A •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 |

  6. ☐ 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 2025 annual meeting of stockholders, directors will be elected to hold office for a one-year term expiring at the 2026 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 2025 annual meeting of stockholders:

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

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

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

    Each nominee other than Ms. Richardson 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 2025 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.

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

    | Proposal 1 | / |

  10. ☐ 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.

  11. ☐ 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, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Julie G. Richardson, 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. | |

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

    | / | Proposal 1 |

  13. ☐ 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 under “—Nominees for Election” beginning on page 12. Nominee Qualifications and Experience

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

    | Qualification/Experience | | Duncan | Hoskins | Kipp | Klein | Linde | Lustig | Naughton | Richardson | 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 | • | • | • | • | • | • | • | | • | • | • |

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

    | Proposal 1 | / |

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

    Demographics(1)

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

    | | Duncan | Hoskins | Kipp | Klein | Linde | Lustig | Naughton | Richardson | Thomas | Walton | West | | Race/Ethnicity | | | | | | | | | | | | | Black or African American | | • | | | | | | | | | • | | White | • | | • | • | • | • | • | • | • | • | | | Gender | | | | | | | | | | | | | Male | • | | | • | • | • | • | | • | • | • | | Female | | • | • | | | | | • | | | | | Board Tenure | | | | | | | | | | | | | Years(2) | 9.0 | 6.0 | 3.4 | 12.3 | 15.3 | 14.3 | 1.0 | — | 12.1 | 6.0 | 2.0 |

  18. ☐ 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 20, 2025, the date of the 2025 annual meeting of stockholders.

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

    | / | Proposal 1 |

  20. ☐ 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 2025 annual meeting of stockholders, 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.

  21. ☐ 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 BXP, 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 (“ULI”) •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 | 63 Current BXP Board Committees •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | |

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

    | Proposal 1 | / |

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

    | | 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”), from January 2022 to June 2024; Chief Policy and Strategy Officer at Oscar from January 2016 to January 2022 •Director of Sunstone Therapies, Inc. since March 2025 and 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: •Secretary of the Board of Visitors and Governors of St. John’s College •Chair of the Board of StudentsFirstNY •Member of the Board of The Foundation for Excellence in Education (ExcelinEd) •Vice Chair 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 | 78 Independent Lead Independent Director Current BXP Board Committees •Compensation (Chair) •ex officio of each of Audit, NCG and Sustainability Committees Other Public Company Boards •Current: None •Former (past 5 years): News Corporation | |

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

    | / | Proposal 1 |

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

    | | 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 | 73 Independent Current BXP Board Committees •Audit (Chair) •Compensation •NCG Other Public Company Boards •Current: None •Former (past 5 years): CyrusOne Inc., First Industrial Realty Trust, Inc. and Marriott International, Inc. | |

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

    | Proposal 1 | / |

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

    | | 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 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, with broad responsibility for overseeing Gensler’s global strategy, growth, practice expansion and governance. •Director of Gensler since 2004; Co-CEO of Gensler from January 2005 to May 2024; 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; 2023 Global Chair of the ULI; 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 and Fellow of the Royal Society of Arts, Manufacturers and Commerce, London, UK •Named to the 2025 CNBC Changemakers: Women Transforming Business List •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 Milken Institute Conference, 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 and COP26 in Glasgow and COP28 in Dubai •Graduated from MIT from the School of Architecture and Planning and received an MBA from the Anderson Graduate School of Management at UCLA | | | | | Director since | May 2019 Age | 67 Independent Current BXP Board Committees •Sustainability (Chair) •NCG Other Public Company Boards •Current: None •Former (past 5 years): None | |

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

    | / | Proposal 1 |

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

    | | Mary E. Kipp President and 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 •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 •Director of Landis+Gyr from June 2018 to June 2019 •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 Wildlife Taskforce and Institute for Electric Innovation •Member of the Williams College Board of Trustees •Member of Challenge Seattle •Member of the Executive Committee and 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 | 57 Independent Current BXP Board Committees •Audit •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | |

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

    | Proposal 1 | / |

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

    | | Douglas T. Linde President of BXP, 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 BXP 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 | 61 Current BXP Board Committees •Sustainability Other Public Company Boards •Current: None •Former (past 5 years): None | |

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

    | / | Proposal 1 |

  33. ☐ 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 ULI, 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 | 64 Independent Current BXP Board Committees •NCG (Chair) •Sustainability Other Public Company Boards •Current: Ventas, Inc. •Former (past 5 years): None | |

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

    | Proposal 1 | / |

  35. ☐ 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 has more than 38 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 •Senior advisor to Navitas Capital, a property technology early-stage venture capital firm, and Energy Impact Partners, a climate technology venture capital firm •Former Director of Welltower Inc. from December 2013 to May 2019 Other Leadership Experience, Community Involvement and Education: •Member of the Real Estate Roundtable •Member and former Chairman of the Multifamily Council of the ULI •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 | | | | | Director since | May 2024 Age | 64 Independent Current BXP Board Committees •Compensation •Sustainability Other Public Company Boards •Current: AvalonBay Communities, Inc. and Park Hotels & Resorts Inc. •Former (past 5 years): None | |

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

    | / | Proposal 1 |

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

    | | Julie G. Richardson Former Partner and Managing Director of Providence Equity Partners L.L.C. Qualifications: Ms. Richardson has more than 35 years of capital markets, investment management and financial services experience, as well as extensive public company directorship experience. Professional Background: •Senior Advisor to Providence Equity Partners L.L.C. (“Providence Equity”), a global asset management firm, from November 2012 to October 2014 •Partner and Managing Director at Providence Equity, and head of its New York office, from April 2003 to November 2012 •Head of the Telecommunications, Media and Technology group and Vice Chairman of the Investment Banking division at JP Morgan Chase & Co. from 1998 to 2003 •Various positions at Merrill Lynch & Co. from 1986 to 1998, including Managing Director for Media and Communications Investment Banking •Director of UBS Group AG since April 2017; Datadog, Inc. since May 2019; Fivetran Inc. since May 2022; and Coalition, Inc. since August 2022 •Former director of Yext, Inc. from May 2015 to February 2025; Arconic, Inc. from November 2016 to February 2018; The Hartford Financial Group from January 2014 to April 2020; and VEREIT, Inc. from April 2015 to November 2021 Other Leadership Experience and Education: •Significant experience as chair of board committees, including current chair of the compensation committee of UBS Group AG and the audit committee of Datadog, Inc. and past chair of the compensation committee of VEREIT, Inc. and the audit committee of The Hartford Financial Group •Received a BBA from the University of Wisconsin-Madison | | | | | New Director Nominee Age | 62 Independent Current BXP Board Committees •N/A Other Public Company Boards •Current: UBS Group AG and Datadog, Inc. •Former (past 5 years): Yext, Inc., VEREIT, Inc., and The Hartford Financial Group | |

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

    | Proposal 1 | / |

  39. ☐ 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, and he has 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 approximately $80 billion in 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, Inc. 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 Griswold Center for Economic Policy Studies and Mpala Research Centre 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, Princeton University Investment Company and Princeton University’s Andlinger Center for Energy and the Environment •Received an AB from Princeton University and an MBA from Harvard Business School | | | | | Director since | May 2019 Age | 73 Independent Current BXP Board Committees •Compensation Other Public Company Boards •Current: FRP Holdings, Inc. •Former (past 5 years): Dream Finders Homes, Inc. | |

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

    | / | Proposal 1 |

  41. ☐ 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 30 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, since 2017, where Mr. West leads Uber’s global Legal, Compliance, 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 General Counsel, Corporate Secretary and Executive Vice President of Public Policy and Government Affairs 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 •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 | 59 Independent Current BXP Board Committees •Compensation Other Public Company Boards •Current: None •Former (past 5 years): None | |

  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))

    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 (3) 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 ten percent (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 five percent (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 twelve (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 five percent (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;

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

    | / | Proposal 1 |

  45. ☐ 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 ten percent (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 two percent (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 ten percent (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 ten percent (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. 2025 Independence Determinations The Board of Directors concluded that the following nine (9) incumbent directors and Ms. Richardson qualify as independent directors under the 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.

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

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

  47. ☐ 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 Messrs. Klein, Duncan and Naughton qualifies as an independent director for purposes of his service on the Compensation Committee, our Board considered that (1) each serves or previously served as an executive officer or a non-employee director for a company with which BXP has or previously had a commercial relationship and engaged in transactions in the ordinary course of business during the relevant period, (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.

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

    | Proposal 1 | / |

  49. ☐ 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 BXP, 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 2025 annual meeting of stockholders in compliance with the procedures set forth below. All securityholder recommendations for director candidates for election at the 2026 annual meeting of stockholders must be submitted to our Secretary on or before December 10, 2025 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 2025 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.

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

    | / | Proposal 1 |

  51. ☐ 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 and experience. Identifying and Evaluating Nominees The NCG Committee may solicit recommendations for director nominees from one or more 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 and ability to serve on Board committees, his or her reputation, and the current and expected 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 and risk management and authorizing investment and financing activities 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.

  52. 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. 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 stockholders 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.

  53. Audit Committee’s Role in Risk Assessment

    | Name | Common Stock(a) (#) | Deferred Stock Units(b) (#) | Common Units (#) | LTIP Units(a) (#) | | Bruce W. Duncan | 21,000 | — | — | 14,973 | | Carol B. Einiger | 18,000 | 32,026 | — | 17,983 | | Diane J. Hoskins | 13,163 | — | — | — | | Mary E. Kipp | 542 | — | — | 7,729 | | Joel I. Klein | — | 19,686 | — | 17,073 | | Douglas T. Linde | 183,563 | — | — | 535,645 | | Matthew J. Lustig | 10,000 | 17,555 | — | 19,931 | | Timothy J. Naughton | 2,835 | — | — | — | | Owen D. Thomas | 12,102 | — | — | 700,611 | | William H. Walton, III | — | 7,436 | — | 11,863 | | Derek Anthony (Tony) West | 4,808 | 2,399 | — | 1,417 | | Michael E. LaBelle | 22,645 | — | — | 202,156 | | Bryan J. Koop | 10,761 | — | — | 131,394 | | Hilary J. Spann | 7,271 | — | — | 45,418 | | All directors and executive officers as a group (22 persons) | 335,359 | 79,101 | 157,846 | 2,061,239 |

  54. Audit Committee’s Role in Risk Assessment

    | / | Compensation of Directors |

  55. Audit Committee’s Role in Risk Assessment

    | Compensation of Directors | / |

  56. Audit Committee’s Role in Risk Assessment

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kelly A. Ayotte(3) | 37,321 | — | 37,321 | | Bruce W. Duncan | 138,091 | 148,500 | 286,591 | | Carol B. Einiger | 110,000 | 148,500 | 258,500 | | Diane J. Hoskins | 120,000 | 165,000 | 285,000 | | Mary E. Kipp | 117,857 | 148,500 | 266,357 | | Joel I. Klein | 150,247 | 148,500 | 298,747 | | Matthew J. Lustig | 120,000 | 148,500 | 268,500 | | Timothy J. Naughton(3) | 64,038 | 165,000 | 229,038 | | William H. Walton, III | 95,000 | 148,500 | 243,500 | | Derek Anthony (Tony) West | 95,000 | 156,750 | 251,750 |

  57. Audit Committee’s Role in Risk Assessment

    | / | Compensation of Directors |

  58. Audit Committee’s Role in Risk Assessment

    | Name | LTIP Units (#) | Common Stock (#) | | Bruce W. Duncan | 2,835 | — | | Carol B. Einiger | 2,835 | — | | Diane J. Hoskins | — | 2,835 | | Mary E. Kipp | 2,835 | — | | Joel I. Klein | 2,835 | — | | Matthew J. Lustig | 2,835 | — | | Timothy J. Naughton | — | 2,835 | | William H. Walton, III | 2,835 | — | | Derek Anthony (Tony) West | 1,417 | 1,418 |

  59. Audit Committee’s Role in Risk Assessment

    | Diluted FFO Per Share(1) ($) | | | Short-Term Leasing(1) (in million SF) | | Total Leasing(1) (in million SF) | | | | Actual | | 7.12 | Actual | 3.1 | Actual | | 5.5 | | Target | 7.10 | | Target | 3.1 | Target | 3.8 | | | Financial Performance & Capital Management | | | Strong Leasing Execution(2) | | Advanced Key Growth & Business Strategies | | | | •Achieved full year 2024 diluted FFO per share of $7.12(3) under the earnings category of the 2024 Annual Incentive Plan (“AIP”) •Increased revenue 4.1% to $3.4 billion for full year 2024 •Strengthened balance sheet and sourced additional liquidity; completed debt market activities totaling ~$3.5 billion (~$3.2 billion our share) | | | •Signed leases for ~5.6M SF of leasing, with a weighted-average lease term (“WALT”) of 9.8 years •Executed BXP’s strongest leasing quarter in Q4 2024 since Q2 2019 with ~ 2.3M SF signed with a WALT of 10.3 years •Meaningfully reduced expirations in 2026 and 2027 as a result of 2024 leasing achievements | | •Acquired 725 12th Street in Washington, DC and secured anchor client for ~152,000 SF of the “to-be-constructed” premier workplace •Executed large early renewals, including a ~378,000 SF renewal and expansion with Bain Capital and a ~413,000 SF long-term renewal with Ropes & Gray LLP •Delivered ahead of schedule 300 Binney Street, a ~240,000 SF lab/life sciences project in Cambridge, Massachusetts that is 100% leased to the Broad Institute | | | | Other Key 2024 Achievements | | | | | | | | | •Completed and fully placed in-service four (4) other development/redevelopment projects in 2024: 760 Boylston Street in Boston, Massachusetts, Skymark Residential in Reston, Virginia, and 103 CityPoint and 180 CityPoint both in Waltham, Massachusetts | | | | | | | | | •Raised capital in sale of a 45% interest in 290 Binney Street, a 100% pre-leased, life sciences development project located in Kendall Square in Cambridge, Massachusetts | | | | | | | | | •Maintained BXP’s industry leadership position in sustainability; awarded Nareit’s 2024 Leader in the Light Award in the office property sector, and named by TIME Magazine and Statista to the inaugural list of the World’s Most Sustainable Companies | | | | | | | |

  60. Audit Committee’s Role in Risk Assessment

    | | What We Heard | | How We Responded | | | The 40% weighting ascribed to the B&I goals category of the AIP should be reduced. Stockholders acknowledged that B&I goals are valuable for ensuring that certain matters not specifically captured in financial or operating metrics receive the proper focus and attention of management and for holding management accountable for performance against goals in those areas. However, due to the qualitative nature of the goals, the stockholders expressed a clear preference for BXP to reduce the weighting placed on the B&I goals. | à | Reduced the weighting of the B&I goals category from 40% to 30% (with a corresponding increase to the weighting on the earnings metric). See “—Changes for 2025 Executive Compensation Program” | | | Stockholders want to better understand the goal-setting process. Stockholders wanted assurance that target goals are rigorous, particularly if a target is less than the actual results for the previous year. | à | Expanded disclosures on the Committee’s annual goal-setting process for earnings and leasing metrics, including detail of how goals are set and consideration of any external factors outside of BXP’s control that may impact the target goals. See “—2024 Executive Compensation—Cash Compensation—2024 Annual Incentive Plan ("AIP")—2024 AIP Weightings & Categories.” | | | Use of TSR (whether relative or absolute) as the performance metric(s) does not fully capture BXP’s operating performance. Stockholders suggested the inclusion of one or more operating metrics, such as EBITDAre or leverage, instead of or in addition to TSR. | à | Introduced an earnings-based component to the 2025 MYLTIP – growth in diluted FFO per share over a three-year period relative to a custom peer group of office REITs. Last year, the Committee added a new leverage-based component to the 2024 MYLTIP. See “—Changes for 2025 Executive Compensation Program—2025 MYLTIP Structure & Design.” | | | Stockholders expressed a clear preference for the inclusion of a relative TSR component rather than an absolute TSR component, and multiple stockholders suggested integrating the two (2) components into one (1) component. Stockholders indicated they would like to see a governor that avoids excessive payouts if absolute TSR is negative. | à | Eliminated the standalone absolute TSR component and added an absolute TSR modifier to the relative TSR component, which would reduce the payouts when absolute TSR is negative, regardless of relative TSR performance, but also increase the payout when absolute TSR exceeds certain hurdle percentages. See “—Changes for 2025 Executive Compensation Program—2025 MYLTIP Structure & Design.” |

  61. Audit Committee’s Role in Risk Assessment

    | Name | Salary ($) | Target Incentive ($) | Target LTI Equity ($) | Total Target Compensation ($) | | Owen D. Thomas | 950,000 | 2,350,000 | 10,500,000 | 13,800,000 | | Douglas T. Linde | 800,000 | 1,900,000 | 6,800,000 | 9,500,000 | | Michael E. LaBelle | 550,000 | 1,250,000 | 3,000,000 | 4,800,000 | | Bryan J. Koop | 450,000 | 1,250,000 | 1,600,000 | 3,300,000 | | Hilary J. Spann | 450,000 | 1,000,000 | 1,550,000 | 3,000,000 |

  62. Target TDC Mix

    | Compensation Component | CEO | NEOs (as a group) | | Salary | 6.9% | 9.3% | | Cash Incentive | 17.0% | 22.5% | | LTI Equity Compensation | 76.1% | 68.2% |

  63. 2024 Annual Incentive Plan (AIP)

    2024 Annual Incentive Plan (AIP)

  64. Incentive Opportunity

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

  65. 2024 AIP Weightings & Categories

    2024 AIP Weightings & Categories As part of the Committee’s annual executive compensation process, in January 2024, 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 for 2023 remained appropriate for 2024. The performance measurement categories and weighting of each category for the 2024 AIP are below. For 2025, the Committee has modified the categories and weightings to use EBITDAre for the Earnings category with a weighting of 40% and reduced the weighting of the B&I goals to 30%. See “—Changes for 2025 Executive Compensation Program—2025 Annual Incentive Plan” for more information.

  66. 2024 AIP Weightings & Categories

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

  67. 2024 AIP Weightings & Categories

    Each year, with input from the CEO and President, the Committee establishes the goals under the AIP with the objective of directly linking each executive’s performance against the goals to the amount of the annual cash incentives paid to such executive. Since the adoption of the AIP framework 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.

  68. 2024 AIP Weightings & Categories

    | Compensation Discussion and Analysis | / |

  69. 2024 AIP Weightings & Categories

    | AIP Category | Why We Use It | | Earnings (FFO per share) | Diluted FFO per share is the earnings metric most commonly used by investors and analysts to evaluate the performance of REITs, both on an absolute and relative basis, and it drives BXP’s stock performance. As such, the Committee considers this to be an important, company-wide performance metric that is objective, guides business strategies and ensures alignment of the interests of our executives with those of our stockholders. Under the AIP, actual diluted FFO per share is subject to adjustment (in the discretion of the Committee) for acquisitions, dispositions, early debt redemption charges and similar events that can not be predicted at the time the Company provides diluted FFO per share guidance to investors and thus are not included therein. | | | How We Set Target | | | The 2024 AIP target for diluted FFO per share was $7.10, the midpoint of BXP’s 2024 diluted FFO per share guidance that was publicly announced to investors in late January 2024. Each year, the primary drivers of BXP’s diluted FFO per share guidance are expected revenue from contractual leases, speculative leasing projections that would lead to additional GAAP revenue during the year, the expected delivery of development/redevelopment projects, projected interest expense, property operating expenses and general and administrative (“G&A”) expense. The process for determining earnings and diluted FFO per share guidance is meticulous and includes a property-by-property analysis across all of BXP’s regions (consistent with the leasing goal setting process described below). The target diluted FFO per share of $7.10 represented a projected 2.5% (or $0.18) decrease compared to actual 2023 diluted FFO per share. BXP was transparent in its January 2024 public announcement that the primary driver of the decline was the projected increase in total interest expense for 2024 of approximately $0.31 per share, a macroeconomic factor outside of BXP's control. Due to the anticipated persistence of high interest rates through 2024, notwithstanding that the targets reflected a reduction from the Company’s actual 2023 diluted FFO per share, the Committee believed the 2024 target diluted FFO per share of $7.10 was rigorous and appropriate in recognition of the significant external forces expected to impact BXP’s performance in 2024. |

  70. 2024 AIP Weightings & Categories

    | / | Compensation Discussion and Analysis |

  71. 2024 AIP Weightings & Categories

    | AIP Category | Why We Use It | | Leasing | The square footage of leases executed in a given year is an objective measure fundamental to the Company’s short-term and long-term success. It links corporate and regional leasing performance by formula to the amounts paid. The leasing goals are 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 tailored to individual responsibilities, with regional-level leasing goals for Ms. Spann, Mr. Koop and the other regional EVPs, and corporate-level goals for our CEO, President and CFO. | | | How We Set Targets | | | The Committee establishes specific leasing goals at the property level, then aggregates the goals by region, which then feed into corporate, company-wide leasing goals. The process of setting the leasing goals each year 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 and the amount of space covered by leases with terms that expire more than twelve (12) months later (i.e., 2025 and beyond for purposes of the 2024 AIP). The Committee also considers the potential difficulty in successfully leasing the space. This process 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, in some years, there may be less square footage covered by expiring leases that could be included in the leasing goals compared to other years. 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. Therefore, the quantitative leasing goals under the AIP differ from year to year – sometimes materially – based on leasing activity the Committee determines is reasonably possible. | | | 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. The Committee 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. | | | For 2024, the Committee established the following targets for short-term and total leasing: 3.1 million square feet and 3.8 million square feet, respectively, which represent an increase of approximately 8% for the short-term goal and an increase of 2% for the total leasing goal, in each case, as compared to actual 2023 leasing totals. The Committee determined these leasing targets were appropriately rigorous in light of the leasing opportunities available in 2024 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 weakened supply and demand fundamentals in certain of our markets. |

  72. 2024 AIP Weightings & Categories

    | Compensation Discussion and Analysis | / |

  73. 2024 AIP Weightings & Categories

    | AIP Category | Why We Use It | | Business & Individual Goals | One of the Committee’s primary objectives when establishing B&I goals each year, including in 2024, 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; therefore, in assessing performance, the Committee also considers the importance of each goal with the overall business strategy to ensure continued success, growth and resilience. 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. For the CEO and President, B&I goals relate to overall corporate strategy and executive management, as well as a subset of regional priorities. The CFO’s B&I goals relate to balance sheet management, capital raising, and other Finance Department priorities. For each of Ms. Spann, Mr. Koop and the other regional EVPs, B&I goals are based on regional priorities. | | | How We Set & Assess Performance Against B&I Goals | | | All B&I goals are similarly established at the beginning of each year. 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. Individual goals include personal leadership and professional development goals, improving operational efficiency, employee development and succession planning, and sustainability priorities for each executive. In assessing performance, the Committee considers absolute and/or relative performance outcomes against B&I goals, both individually and overall, 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 B&I goals. |

  74. 2024 NEO Scorecards

    2024 NEO Scorecards We use a “scorecard” approach for our incentive determinations. This approach is intended to reflect a comprehensive analysis by the Committee of corporate, regional and individual performance based on performance in three (3) categories: (i) Earnings (FFO per share), (ii) Leasing and (iii) Business & Individual goals. Set forth in the following tables is a summary of each NEO’s 2024 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 B&I goals, along with each NEO’s performance results. The following scorecards include only the most material Business & Individual goals for each NEO that the Committee considered in assessing 2024 performance.

  75. 2024 NEO Scorecards

    | Owen D. Thomas | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2024 Results | Category Payout % | | Earnings (FFO per Share) | | | $6.75 | $7.10 | $7.45 | $7.12 | 103.0 | | Leasing (in square feet) | | Short-term | 1.9M | 3.1M | 4.3M | 3.1M | 100.0 | | | | Total | 2.3M | 3.8M | 5.3M | 5.5M | 150.0 | | Business & Individual Goals | | | | | | | 100.0 | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 108.4% | | | | | | | |

  76. 2024 NEO Scorecards

    | Douglas T. Linde | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2024 Results | Category Payout % | | Earnings (FFO per Share) | | | $6.75 | $7.10 | $7.45 | $7.12 | 103.0 | | Leasing (in square feet) | | Short-term | 1.9M | 3.1M | 4.3M | 3.1M | 100.0 | | | | Total | 2.3M | 3.8M | 5.3M | 5.5M | 150.0 | | Business & Individual Goals | | | | | | | 100.0 | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 108.4% | | | | | | | |

  77. 2024 NEO Scorecards

    | Michael E. LaBelle | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2024 Results | Category Payout % | | Earnings (FFO per Share) | | | $6.75 | $7.10 | $7.45 | $7.12 | 103.0 | | Leasing (in square feet) | | Short-term | 1.9M | 3.1M | 4.3M | 3.1M | 100.0 | | | | Total | 2.3M | 3.8M | 5.3M | 5.5M | 150.0 | | Business & Individual Goals | | | | | | | 90.0 | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 104.4% | | | | | | | |

  78. 2024 NEO Scorecards

    | Bryan J. Koop | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2024 Results | Category Payout % | | Earnings (FFO per Share) | | | $6.75 | $7.10 | $7.45 | $7.12 | 103.0 | | Leasing (in square feet) | | Short-term | 320.9K | 534.8K | 748.8K | 907.3K | 150.0 | | | | Total | 179.0K | 798.3K | 1.1M | 1.8M | 150.0 | | Business & Individual Goals | | | | | | | 110.0 | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 124.6% | | | | | | | |

  79. 2024 NEO Scorecards

    | Hilary J. Spann | | | | | | | | | Performance Category | Weighting | | Threshold | Target | Maximum | 2024 Results | Category Payout % | | Earnings (FFO per Share) | | | $6.75 | $7.10 | $7.45 | $7.12 | 103.0 | | Leasing (in square feet) | | Short-term | 674.3K | 1.1M | 1.6M | 969.5K | 83.0 | | | | Total | 748.9K | 1.2M | 1.7M | 1.4M | 114.0 | | Business & Individual Goals | | | | | | | 100.0 | | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET = 100.0% | | | | | | | |

  80. 2024 NEO Scorecards

    | Name | 2024 Target Annual Cash Incentive ($) | 2024 Actual Annual Cash Incentives ($) | 2024 Actual as (% of Target) | | Owen D. Thomas | 2,350,000 | 2,547,400 | 108.4 | | Douglas T. Linde | 1,900,000 | 2,059,600 | 108.4 | | Michael E. LaBelle | 1,250,000 | 1,305,000 | 104.4 | | Bryan J. Koop | 1,250,000 | 1,557,500 | 124.6 | | Hilary J. Spann | 1,000,000 | 1,000,000 | 100.0 |

  81. Time-Based Equity Awards

    Time-Based Equity Awards The time-based LTI equity awards granted to the NEOs for 2024 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., qualified 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.”

  82. 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 MYLTIP. We grant MYLTIP awards to provide incentives for the achievement of financial and operating goals that support BXP’s strategic objectives and long-term TSR performance, over a multi-year period. The 2024 MYLTIP awards link the ultimate payouts directly by formula to our TSR performance and leverage over a three-year measurement period. For a discussion of changes made to the 2025 MYLTIP, see “—Changes for 2025 Executive Compensation Program—2025 MYLTIP Structure & Design.”

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

    | / | Compensation Discussion and Analysis |

  84. Allocation of LTI Equity Awards

    Allocation of LTI Equity Awards

  85. Equity Compensation Mix

    Equity Compensation Mix

  86. Equity Compensation Mix

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

  87. 2024 LTI Equity Awards for 2023 Performance

    2024 LTI Equity Awards for 2023 Performance Our executives receive their LTI equity awards in January or February of the year following the applicable performance year. In February 2024, our executives were granted LTI equity awards for 2023 performance. Based on the performance of the executives who were NEOs in 2023, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards to the NEOs on February 6, 2024, and February 2, 2024, respectively, which reflect 100% of each NEO’s target LTI equity award value for 2023. In February 2024, Ms. Spann received 100% of her LTI equity awards, or $1,400,000, in the form of time-based awards for 2023 performance. Ms. Spann was not an NEO in the years prior to 2024.

  88. 2024 LTI Equity Awards for 2023 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 | 10,000,000 | 5,500,000 | 55 | 4,500,000 | 45 | | Douglas T. Linde | 6,300,000 | 3,150,000 | 50 | 3,150,000 | 50 | | Michael E. LaBelle | 2,500,000 | 1,250,000 | 50 | 1,250,000 | 50 | | Bryan J. Koop | 1,600,000 | 800,000 | 50 | 800,000 | 50 |

  89. 2024 LTI Equity Awards for 2023 Performance

    The 2024 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 2024 MYLTIP (it is not a projection of the number of units the executive will actually earn). The 2024 MYLTIP awards have a three-year performance period (February 6, 2024 to February 5, 2027) and an additional one-year, post-vesting holding period (see “—2024 MYLTIP Structure & Design—Other Features of 2024 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. Therefore, while the award of 2024 MYLTIP units was partially in recognition of performance in 2023, award recipients must continue to perform over the three-year term of the 2024 MYLTIP to earn 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.

  90. 2024 MYLTIP Structure & Design

    2024 MYLTIP Structure & Design In late 2023, the Committee, with the assistance of FW Cook, undertook a comprehensive review of the MYLTIP design to assess, among other things, the effectiveness of the plan’s primary objectives of aligning the interests of our NEOs with those of our stockholders and motivating, retaining and rewarding our NEOs by directly linking executive pay with long-term performance. In its review, the Committee considered the appropriate metrics on which it should assess long-term performance, as well as the metrics utilized by BXP’s benchmarking peer group against which the Company’s pay and compensation practices are assessed. After consideration, the Committee modified the design of the 2024 MYLTIP to add the Leverage Component, a new, third component that measures performance against a target non-GAAP leverage ratio – BXP’s Share of Net Debt to BXP’s Share of

  91. 2024 MYLTIP Structure & Design

    | 2024 MYLTIP Component | Weighting | | Relative TSR | 40% | | Absolute TSR | 40% | | Average Leverage Ratio | 20% |

  92. 2024 MYLTIP Structure & Design

    Each component provides a payout opportunity ranging from zero to 200% of a target number of LTIP units based on BXP’s relative and absolute TSR performance and the achievement of the target Average Leverage Ratio over a three-year performance period. Relative TSR Component Forty percent (40%) of the 2024 MYLTIP grant value was awarded in the form of LTIP units that can be earned based on BXP’s three-year, annualized TSR (“rTSR”) relative to a customized peer index (the “Custom Index”) as follows (the “Relative TSR Component”):

  93. 2024 MYLTIP Structure & Design

    Other Features of 2024 MYLTIP Distributions. During the three-year performance period, holders of 2024 MYLTIP Units are not entitled to receive full distributions on the 2024 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 ten percent (10%) of the dividend payable on a share of BXP common stock. In addition, BXP will make a “catch-up” cash payment on the 2024 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 2024 MYLTIP Units during the performance period on all of the awarded 2024 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 2024 MYLTIP Units shall be deemed “vested.” Still, earned 2024 MYLTIP Units under the Relative TSR Component and Absolute TSR Component (“Earned TSR-Based MYLTIP Units”) may not be converted, redeemed, sold or otherwise transferred for one additional year after the end of the performance measurement period. Therefore, Earned TSR-Based MYLTIP Units, if any, shall vest as of February 5, 2027, but may not be monetized until February 5, 2028.

  94. 2025 LTI Awards for 2024 Performance

    2025 LTI Awards for 2024 Performance On January 22, 2025, the Committee approved LTI equity awards to NEOs for 2024 performance using the same mix of time-based, full-value equity awards and performance-based MYLTIP awards for NEOs as in prior years. The 2025 MYLTIP awards were denominated in a fixed number of LTIP units. In recognition of the NEOs’ performance, and overall contributions to and advancement of BXP’s strategies, in 2024, the Committee awarded the dollar values set forth below for performance-based and time-based equity awards granted to the NEOs on February 4, 2025 and January 31, 2025, respectively. These total LTI equity award amounts reflect 100% of each NEO’s target LTI award value for 2024.

  95. 2025 LTI Awards for 2024 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 | 10,500,000 | 100 | 5,775,000 | 55 | 4,725,000 | 45 | | Douglas T. Linde | 6,800,000 | 100 | 3,400,000 | 50 | 3,400,000 | 50 | | Michael E. LaBelle | 3,000,000 | 100 | 1,500,000 | 50 | 1,500,000 | 50 | | Bryan J. Koop | 1,600,000 | 100 | 800,000 | 50 | 800,000 | 50 | | Hilary J. Spann | 1,550,000 | 100 | 775,000 | 50 | 775,000 | 50 | | Total | 23,450,000 | | 12,250,000 | 52 | 11,200,000 | 48 |

  96. 2025 LTI Awards for 2024 Performance

    The aggregate target number of 2025 MYLTIP units for all NEOs is approximately 171,519 LTIP units, and an aggregate payout opportunity ranging from zero (0) to a maximum of 343,039 LTIP units. The share price used for determining the number of 2025 MYLTIP units granted to executives was $71.666 (the average closing price per share of our common stock on the NYSE for the five (5) trading days prior to and including February 4, 2025). The fair value of the 2025 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 “Compensation of Executive Officers—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards”). The awards are divided into three (3) components with differing weightings: rTSR Component (40%), FFO per Share Growth Component (40%) (see “—Changes for 2025 Executive Compensation Program—2025 MYLTIP Structure &”) and Leverage Component (20%). In general, the Company will not make any expense adjustments over the three-year plan period for the rTSR component. However, with respect to the FFO per Share Growth and Leverage Components, 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 2025 MYLTIP awards to NEOs was approximately $12.25 million.

  97. 2025 LTI Awards for 2024 Performance

    | / | Compensation Discussion and Analysis |

  98. Realized Pay vs. Reported Pay for MYLTIP Awards

    1.The performance period for the 2022 MYLTIP ended on January 31, 2025. The 2022 MYLTIP awards were divided into two (2), equally weighted components: a Relative TSR Component (50%) and an Absolute TSR Component (50%). The schedule of payouts (as a percentage of target) corresponding to different performance levels under each of the Relative TSR and Absolute TSR Components was the same as those used in the 2023 and 2024 MYLTIP awards. Based on BXP’s rTSR for the three-year performance period, which was 1.71% below the custom index, and aTSR for the three-year performance period, which was -24.6%, the 2022 MYLTIPs paid out at 57% of the target number of MYLTIP units. 2.Realized Pay as % of Reported Pay percentages shown for the 2023 and 2024 MYLTIP are estimates as of December 31, 2024, based on interim valuations, including interim valuations performed by our independent valuation consultant. Actual results could differ materially from the interim valuations.

  99. Realized Pay vs. Reported Pay for MYLTIP Awards

    | | Weightings (%) | | | | | | Annual Cash Incentive Performance Measures | Thomas | Linde | LaBelle | Koop | Spann | | Earnings (BXP’s Share of EBITDAre) | | | | | | | Overall BXP | 40 | 40 | 40 | | | | Regional | | | | 30 | 30 | | Leasing (Short-Term and Total) | | | | | | | Overall BXP | 30 | 30 | 30 | | | | Regional | | | | 40 | 40 | | Business & Individual Goals | | | | | | | Overall BXP | 30 | 30 | | | | | Finance | | | 30 | | | | Regional | | | | 30 | 30 | | Total | 100 | 100 | 100 | 100 | 100 |

  100. Realized Pay vs. Reported Pay for MYLTIP Awards

    | 2025 MYLTIP Component | Weighting | Change from 2024 MYLTIP | | Relative TSR with aTSR Modifier | 40% | Eliminated standalone aTSR component; added aTSR as modifier | | Relative FFO per Share Growth | 40% | New financial metric added to replace standalone aTSR component | | Average Leverage Ratio | 20% | No change |

  101. Realized Pay vs. Reported Pay for MYLTIP Awards

    aTSR Modifier to Relative TSR Component Under the 2025 MYLTIP, the Relative TSR Component will continue to be earned based on BXP’s three-year, annualized TSR compared to the Custom Index as calculated based on the same terms and conditions as under the 2024 MYLTIP. Once the number of LTIP units earned based on rTSR performance is determined (such units, the “Earned rTSR Units”), the Earned rTSR Units, if any, will then be multiplied by the corresponding percentage set forth in the table below based on aTSR performance (the “aTSR Modifier”), provided that: (x) the aTSR Modifier is capped in that it may not increase the number of Earned rTSR Units above the number of Earned rTSR Units that are eligible to be earned at “maximum” or 200% of the target MYLTIP units for the Relative TSR Component; and (y) in the event that rTSR performance is greater than target and aTSR performance is negative, the aTSR Modifier will reduce the number of Earned rTSR Units by multiplying the payout by 75%; provided that, the application of the aTSR Modifier may not reduce the Earned rTSR Units below the number of Earned rTSR Units earned at “target.” There shall be no aTSR Modifier if aTSR performance is between 0% and 15%.

  102. 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 2023, FW Cook recommended, and the Committee agreed, to maintain the same peer group for 2024. Notably, fourteen (14) out of the sixteen (16) members of this benchmarking peer group also listed BXP as a peer company in their 2024 proxy statements.

  103. Benchmarking Peer Group

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  104. Benchmarking Peer Group

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

  105. Benchmarking Peer Group

    | Company | Sector | Location | Total Capitalization (in millions)(1) ($) | | Alexandria Real Estate Equities, Inc. | Office | Pasadena, CA | 34,059 | | American Tower Corporation | Specialty | Boston, MA | 135,943 | | AvalonBay Communities, Inc. | Multifamily | Arlington, VA | 39,369 | | Digital Realty Trust, Inc. | Specialty | Austin, TX | 79,553 | | Douglas Emmett, Inc. | Office | Santa Monica, CA | 10,875 | | Essex Property Trust, Inc. | Multifamily | San Mateo, CA | 25,804 | | Host Hotels & Resorts, Inc. | Hotel | Bethesda, MD | 18,059 | | Kilroy Realty Corporation | Office | Los Angeles, CA | 9,722 | | Prologis, Inc. | Industrial | San Francisco, CA | 135,289 | | Regency Centers Corporation | Shopping Center | Jacksonville, FL | 18,503 | | Simon Property Group, Inc. | Regional Mall | Indianapolis, IN | 89,960 | | SL Green Realty Corp. | Office | New York, NY | 10,795 | | UDR, Inc. | Multifamily | Highlands Ranch, CO | 21,479 | | Ventas, Inc. | Health Care | Chicago, IL | 39,849 | | Vornado Realty Trust | Office | New York, NY | 19,176 | | Welltower Inc. | Health Care | Toledo, OH | 97,468 | | Median | | | 29,932 | | BXP, Inc. | Office | Boston, MA | 32,032 | | Relative Percentile Rank | | | 52%-ile |

  106. Benchmarking Peer Group

    Source: S&P Capital IQ. Data as of December 31, 2024. 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 2024 (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.

  107. Benchmarking Peer Group

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  108. 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 (2) 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 (3) 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 incentive 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 (3) 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. 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.

  109. Benchmarking Peer Group

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  110. 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 the interests of senior management with those of 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:

  111. 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 |

  112. Benchmarking Peer Group

    | | | à | | | | CEO Mandatory Minimum | | | CEO Actual Stock Ownership | | | 6x | base salary | | 53x | base salary |

  113. Benchmarking Peer Group

    Based on the last reported sale price of a share of BXP common stock on the NYSE on February 12, 2025, Mr. Thomas’ actual stock ownership represents approximately 53 times his base salary, 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 (5) 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.

  114. Benchmarking Peer Group

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  115. 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 – 2025 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 aggregate 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 2024, we had employment agreements with each of our NEOs, other than Ms. Spann. (See “Compensation of Executive Officers—Employment Agreements” beginning on page 109.) 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 incentive, twelve (12) additional months of vesting in equity-based awards and participation in our health plan for up to twelve (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 (2) change in control severance plans, one (1) 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 (2) 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 111.) Officers who became eligible under the two (2) 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. Mr. Thomas is not entitled to a tax gross-up payment under his employment agreement.

  116. Benchmarking Peer Group

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  117. 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 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 incentives. 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 2024” beginning on page 107. 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 ($345,000 in 2024)). 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.

  118. Benchmarking Peer Group

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  119. 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:

  120. Benchmarking Peer Group

    | Risk Mitigation Factors |

  121. 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, operational and market-based measures; •annual cash incentives for executives are linked to performance against goals in three (3) categories with specific weightings and each executive has target and maximum incentive opportunities with maximum payouts capped at 150% of the target amount; •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 “Compensation of Executive Officers—Potential Payments Upon Termination or Change in Control—Retirement Eligibility Provisions for LTI Equity Awards” on page 114); •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. The timing of any non-routine equity grants to executive officers, including new hires and entry into new employment agreements, may be tied to the event giving rise to the award. As a result, we do not time the disclosure of material non-public information for the purpose of affecting the value or exercise price of our equity awards, including stock options. We have not granted stock options since 2013 and currently have no plans to grant stock options, stock appreciation rights or similar option-like instruments. 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, for performance-based equity awards, the Committee determined that the baseline share price from which TSR performance is measured for the Relative TSR Component and aTSR Modifier of the 2025 MYLTIP should be based on the average closing stock price for the five (5) consecutive trading days beginning on and including the effective date of grant.

  122. Benchmarking Peer Group

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  123. Benchmarking Peer Group

    Compensation Committee Report The Compensation Committee of BXP 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:

  124. 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 | 2024 | 950,000 | 9,324,550(2) | 2,547,400 | 22,128 | 12,844,078 | | | 2023 | 950,000 | 9,261,028(3) | 2,721,300 | 31,636 | 12,963,964 | | | 2022 | 925,000 | 9,157,428(4) | 2,949,250 | 19,110 | 13,050,788 | | Douglas T. Linde President | 2024 | 800,000 | 6,160,140(2) | 2,059,600 | 35,942 | 9,055,682 | | | 2023 | 800,000 | 5,929,505(3) | 2,200,200 | 38,712 | 8,968,417 | | | 2022 | 775,000 | 5,837,052(4) | 2,384,500 | 37,110 | 9,033,662 | | Michael E. LaBelle Executive Vice President, Chief Financial Officer & Treasurer | 2024 | 550,000 | 2,472,250(2) | 1,305,000 | 29,965 | 4,357,215 | | | 2023 | 550,000 | 2,202,834(3) | 1,597,500 | 29,385 | 4,379,719 | | | 2022 | 525,000 | 1,921,544(4) | 1,718,750 | 28,110 | 4,193,404 | | Bryan J. Koop Executive Vice President, Boston Region | 2024 | 450,000 | 1,564,480(2) | 1,557,500 | 38,715 | 3,610,695 | | | 2023 | 440,000 | 1,555,280(3) | 1,300,000 | 37,993 | 3,333,273 | | | 2022 | 425,000 | 1,438,744(4) | 1,753,750 | 37,110 | 3,654,604 | | Hilary J. Spann Executive Vice President, New York Region | 2024 | 450,000 | 1,349,880(2) | 1,000,000 | 19,779 | 2,819,659 |

  125. Compensation and Benefits

    Compensation and Benefits •Annual base salary of $950,000, subject to annual review and may be increased but not decreased in the discretion of the Compensation Committee. Mr. Thomas’ base salary for 2025 remains unchanged at $950,000 (see “Compensation Discussion and Analysis—2024 Executive Compensation—Cash Compensation—Base Salary” beginning on page 69). •For each calendar year during the term, Mr. Thomas shall have the opportunity to earn a bonus based on the achievement of Company and individual performance goals and other criteria, as determined by the Compensation Committee. Mr. Thomas’ target annual bonus shall be $2,350,000, and this target may be increased but not decreased. The actual earned bonus may range from 0 to 150% of the target based on the Compensation Committee’s evaluation of the achievement of Company and individual performance goals and other criteria. The earned bonus for any calendar year shall be paid in cash no later than March 15 of the following calendar year. For the avoidance of doubt, although the term of the agreement ends on December 31, 2026, Mr. Thomas shall be entitled to receive his bonus for 2026, without any pro ration, notwithstanding that Mr. Thomas may no longer be employed by the Company on the date on which such bonuses for 2026 are paid in 2027. •Mr. Thomas is eligible to receive LTI equity awards in amounts determined at the discretion of the Compensation Committee based on Company and individual performance and competitive peer group information. LTI equity awards may be provided in the form of stock options, restricted stock, restricted stock units and/or LTIP units and may be subject to time-based or performance-based vesting, or both, as determined in the discretion of the Compensation Committee. •Eligible to participate in all of our employee benefit plans and programs as in effect from time to time for our senior executive employees, including medical/dental insurance, life insurance, disability insurance and deferred compensation plans.

  126. Compensation and Benefits

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  127. Compensation and Benefits

    •Mr. Thomas is entitled to the use of a Company-owned or leased automobile, a benefit he has declined every year since becoming our CEO twelve (12) years ago. •The Company paid the reasonable advisor fees (legal and tax) that Mr. Thomas incurred in connection with his current employment agreement in the aggregate amount of $11,926, which amount was subject to a maximum of $25,000.

  128. NEOs Eligible for Qualified Retirement as of December 31, 2024

    | 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) ($) | | | | 2024 | 12,844,078 | 11,630,221 | 4,960,813 | 5,109,817 | 69.01 | 76.95 | 14.3 | 7.12 | | 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 |