Bruce Duncan
About Bruce W. Duncan
Bruce W. Duncan, age 73, has served on BXP’s Board since May 2016 (≈9.0 years as of the May 20, 2025 annual meeting) and is an “independent” director. He chairs the Audit Committee and sits on the Compensation and Nominating & Corporate Governance (NCG) Committees; the Board has determined he qualifies as an Audit Committee Financial Expert. He brings 40+ years of REIT leadership and investment experience, with a BA in Economics from Kenyon College and an MBA in Finance from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyrusOne Inc. (data centers REIT) | President & CEO; Director | Jul 2020 – Jul 2021 | Led a public REIT through CEO transition |
| First Industrial Realty Trust, Inc. | Chairman (2016–2020); Director (2009–2020); President & CEO (2009–2016) | 2009 – 2020 (various roles) | Oversaw industrial REIT operations and strategy |
| Marriott International, Inc. | Director | Sep 2016 – Jul 2020 | Public company board experience in hospitality |
| Starwood Hotels & Resorts Worldwide, Inc. | Chairman (2005–2016); Interim CEO (Apr–Sep 2007); Director (1999–2016) | 1999 – 2016 | Led through CEO transition; strategic oversight until acquisition by Marriott |
| Starwood Hotels & Resorts (REIT subsidiary) | Trustee | 1995 – 2006 | Governance of REIT vehicle |
| Equity Residential | CEO (2003–2005); President (2002–2005); Trustee (2002–2005) | 2002 – 2005 | Large-cap multifamily REIT leadership |
| Cadillac Fairview Corporation | Chairman, President & CEO | Dec 1995 – Mar 2000 | North American retail/office owner/developer leadership |
| KKR | Senior Advisor | Nov 2018 – Dec 2022 (also Jul 2008–Jan 2009) | Private equity advisory experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| T. Rowe Price mutual funds | Director | Current (since Sep 2013) | Board of registered investment companies |
| CyrusOne Inc. | President & CEO; Director | Former (within past 5 yrs) | Ended 2021 |
| First Industrial Realty Trust, Inc. | Chairman; Director | Former (within past 5 yrs) | Ended 2020 |
| Marriott International, Inc. | Director | Former (within past 5 yrs) | Ended 2020 |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Chair | 8 | Audit Committee Financial Expert; oversees financial reporting, internal audit, cybersecurity |
| Compensation | Member | 8 | Participates in NEO pay design/approvals and director pay recommendations |
| Nominating & Corporate Governance (NCG) | Member | 2 | Board refreshment, evaluations, governance guidelines |
- Independence: The Board affirmed Mr. Duncan’s independence under NYSE rules .
- Attendance: Each director attended >75% of Board/committee meetings in 2024; Board held 8 meetings with >95% aggregate attendance; non-management directors held regular executive sessions .
- Skills: The Board designated Mr. Duncan an “audit committee financial expert” .
- Overboarding: BXP policy limits non-employee directors to ≤3 other public boards; all 2025 nominees (including Mr. Duncan) satisfy the policy .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 138,091 | Mr. Duncan deferred these fees into deferred stock units (DSUs) |
| DSUs Credited (units, 2024) | 1,968.78 | From 2024 cash fee deferral; DSUs accrue dividend equivalents |
| Stock Awards ($) | 148,500 | 2024 annual director equity; time-based |
BXP director cash retainer schedule (no meeting fees): Board retainer $85,000; Audit Chair $20,000; Compensation Chair $15,000; Compensation Member $10,000; NCG Chair $15,000; NCG Member $10,000; Sustainability Chair $15,000; Sustainability Member $10,000. Lead Independent Director retainer $50,000 when applicable (no separate Chairman retainer unless independent chair) .
Performance Compensation
| Grant | Units/Shares | Grant Value | Vesting |
|---|---|---|---|
| Annual director equity (May 30, 2024) | 2,835 LTIP units and/or restricted stock | Fixed at $165,000 per director; Mr. Duncan’s reported grant-date fair value totaled $148,500 | 100% on earlier of 1 year or next annual meeting |
- Director equity is time-based only; no performance metrics apply. Annual grants were sized using the stock price on grant date and can be elected as LTIP units and/or restricted stock .
Other Directorships & Interlocks
- Current public company boards: None (BXP only) .
- Past 5-year public boards: CyrusOne Inc.; First Industrial Realty Trust, Inc.; Marriott International, Inc. .
- Additional: Director of T. Rowe Price mutual funds since 2013 .
Expertise & Qualifications
- 40+ years in real estate/REIT leadership (CEO, Chairman roles at multiple public REITs) .
- Capital markets and asset management experience (KKR senior advisor; mutual fund directorship) .
- Audit Committee Financial Expert designation (SEC definition) .
- Recognized governance/industry involvement (e.g., former Nareit committee roles; life trustee Rush University Medical Center) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 21,000 shares | Held indirectly via a trust; less than 1% ownership |
| LTIP units (total) | 14,973 units | Includes 2,835 unvested LTIP units at 12/31/24 |
| Deferred stock units (unsettled) | 9,999 units | Settlement deferred beyond 60 days; excluded from beneficial ownership column |
| Shares and units (total) | 35,973 | Sum of shares plus exchangeable units; less than 1% |
- Anti-hedging/anti-pledging: Company policy prohibits hedging, pledging, and short sales; directors are subject to these restrictions .
- Director stock ownership guideline: 5x annual retainer; directors are expected to retain all equity until compliant (company does not disclose individual compliance status) .
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” credential; broad REIT CEO/chairman history; active service on Compensation and NCG committees; Board confirms all directors met attendance expectations in 2024 .
- Shareholder engagement signal: Following a lower 2024 Say-on-Pay (67.5% support), Mr. Duncan (Compensation Committee member and past Chair) joined the Lead Independent Director to meet top holders and drove 2025 program changes (re-weighted AIP, new MYLTIP earnings metric, TSR modifier) .
- Independence/Conflicts: Board re-affirmed Mr. Duncan’s independence; in assessing Compensation Committee independence, the Board considered ordinary-course commercial relationships with companies where he (or others) served, deeming them arms’-length with no pecuniary interest—supporting low conflict risk .
- Policy safeguards: Robust anti-hedging/pledging, director ownership guidelines, majority voting, regular executive sessions; overboarding limits satisfied .
- Watch items: Age 73—Board guidelines anticipate flexibility but generally expect non-employee directors ≥75 years or >15 years tenure may not be renominated in the “succeeding few years,” subject to needs of the Board and succession planning .
No related-party transactions involving Mr. Duncan were disclosed under Item 404 for 2024, and Compensation Committee interlocks/insider participation disclosure reported no relationships requiring disclosure .