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 .