Bryan Koop

About Bryan Koop

Bryan J. Koop is Executive Vice President, Boston Region at BXP, responsible for Boston/Cambridge/Waltham since January 2016; he joined BXP in 1999. He is 66 years old, holds a BBA and MBA from Texas Christian University, and previously spent 17 years at Trammell Crow Company across leasing and development roles . In 2024, BXP delivered diluted FFO/share of $7.12 (vs. $7.10 target) and grew revenue 4.1% to $3.4B; Boston (Koop’s region) generated ~37% of BXP’s NOI and exceeded both short‑term and total leasing goals, with 907K SF and 1.8M SF signed, respectively .

Past Roles

Organization	Role	Years	Strategic impact
BXP	EVP, Boston Region	Since Jan 2016	Leads operations and growth in Boston/Cambridge/Waltham; region delivered outsized leasing and NOI contribution in 2024
BXP	SVP & Regional Manager (Boston)	1999–2016	Built and led Boston franchise; oversaw leasing and development
Trammell Crow Company	Various roles incl. Partner/Managing Director – New England	1982–1999	High‑rise office leasing; development of office and shopping centers

External Roles

Organization	Role	Years	Notes
Urban Land Institute	Global Governing Trustee	N/A	Industry leadership and network
NAIOP (Massachusetts Chapter)	Director	N/A	Regional industry advocacy
Kendall Square Association	Director	N/A	Cambridge life sciences/innovation ecosystem
Ron Burton Training Village	Director	N/A	Community involvement
Boston Green Ribbon Commission	Founding member	N/A	Sustainability leadership
Boston Children’s Hospital Champions for Children	Former Board	N/A	Prior service

Fixed Compensation

Item	2023	2024	2025
Base salary ($)	440,000	450,000	450,000

Other cash/perqs (2024): 401(k) match $19,665; car allowance $9,000; parking $9,240; life insurance $810 (total “All Other Comp” $38,715) .

Performance Compensation

2024 Annual Incentive Plan (AIP) – Koop’s weights: Earnings (FFO/share) 20%; Regional Leasing 40%; Regional Business & Individual (B&I) goals 40% .

Metric	Threshold	Target	Maximum	2024 Result	Payout
Earnings (FFO/share)	$6.75	$7.10	$7.45	$7.12	103%
Boston Short‑term Leasing (SF)	320.9K	534.8K	748.8K	907.3K	150%
Boston Total Leasing (SF)	179.0K	798.3K	1.1M	1.8M	150%
B&I goals	—	—	—	—	110%

2024 AIP actual payout: $1,557,500, equal to 124.6% of $1,250,000 target .
2024 LTI target: $1,600,000; delivered 50% time‑based LTIP units/restricted stock and 50% performance‑based MYLTIP (granted Feb 2024; vesting/performance below) .
2025 program changes: AIP shifts to EBITDAre (company/regional) and reduces B&I weight to 30%; MYLTIP becomes 40% Relative TSR with absolute TSR modifier, 40% Relative FFO/share growth, 20% leverage .

LTI Award Structure and Vesting

Grant	Type	Value/Units	Performance metrics	Vesting/holding
Feb 2, 2024	Time‑based LTIP units/RS	$764,480; 12,560 units (Koop)	N/A	25% per year on Jan 15, 2025–2028; accelerates on qualified retirement; dividends/distributions paid currently
Feb 6, 2024	2024 MYLTIP (performance LTIP)	$800,000 (Koop)	40% Relative TSR vs custom office REITs; 40% Absolute TSR; 20% Average Leverage Ratio	3‑yr performance (to Feb 5, 2027) plus 1‑yr transfer restriction on TSR‑based units; 10% dividend equivalents during performance, catch‑up at settlement
Jan 31/Feb 4, 2025	2025 LTI awards for 2024 performance	$1,600,000 total; 50% time; 50% 2025 MYLTIP	2025 MYLTIP: 40% Relative TSR + aTSR modifier; 40% Relative FFO/share growth; 20% leverage	Time‑based 4‑yr; MYLTIP 3‑yr perf + 1‑yr transfer restriction (TSR portion)

Note: Company has not granted stock options since 2013; none outstanding (no options for Koop) .

Equity Ownership & Alignment

Measure	Detail
Beneficial ownership (common)	10,761 shares
Beneficial ownership (total shares + units)	142,155 (common + LTIP units)
Ownership as % outstanding	<1%
Unvested time‑based LTIP/stock	26,246 units; $1,951,653 market value at $74.36 (12/31/24)
Unearned MYLTIP units outstanding	32,175 units (2022: 6,464; 2023: 14,371; 2024: 11,340); $2,392,533 market/payout value proxy at $74.36
Vesting cadence	Time‑based vests 25% annually each Jan 15; TSR‑based MYLTIP earned units subject to 1‑yr transfer restriction post‑performance
Stock ownership guideline	EVP, Regional Manager = 2.0x base salary; must retain awards until compliant; no hedging/pledging allowed
Pledging/Hedging	Company policy prohibits hedging and pledging of Company securities

Insider selling pressure perspective: near‑term supply primarily from annual time‑based vest tranches (quarterly dividends currently paid), while performance LTIP has a three‑year performance period and, for TSR components, an additional one‑year transfer restriction, moderating immediate sale capacity post‑performance .

Employment Terms

Employment agreement (legacy form): automatic 1‑year renewals; non‑competition/non‑interference/non‑solicit apply; geographic scope limited to BXP markets; non‑compete inapplicable if terminated following a change in control under the Senior Executive Severance Plan .
Severance (without cause/for good reason, pre‑CIC): cash severance = 1x (base salary + prior year’s bonus); +12 months additional vesting on time‑based equity; up to 12 months health benefits (release required) .
CIC double‑trigger (termination within 24 months): lump sum = 3x (base salary + average bonus for prior 3 years); full vesting of time‑based equity; performance equity earned based on performance through CIC; up to 36 months health benefits; financial counseling/outplacement; legacy participants (other than CEO/Spann) eligible for excise tax gross‑up if applicable .
Clawback: Dodd‑Frank compliant policy requires recovery of erroneously awarded incentive‑based compensation after a restatement (applies to awards on/after Oct 2, 2023) .
Deferred compensation: Participates; 2024 contributions $195,000; 2024 aggregate earnings $334,085; balance $3,465,711 at 12/31/24 .

Investment Implications

Pay-for-performance alignment: Koop’s 2024 AIP paid 124.6% of target driven by Boston’s outsized leasing beat (907K short‑term, 1.8M total) and corporate FFO/share modestly above target, consistent with regional accountability and objective metrics . LTI is majority equity and governed by multi‑year TSR, leverage (and from 2025, Relative FFO growth), reinforcing longer-horizon alignment .
Retention vs. liquidity: He satisfies the Rule‑of‑70 qualified retirement conditions, enabling full vesting treatment on separation; however, TSR‑based MYLTIP imposes a one‑year post‑performance transfer restriction, tempering immediate monetization; time‑based grants vest annually and are the principal near‑term source of potential selling pressure .
Governance risk flags: Company prohibits hedging/pledging and has a clawback; double‑trigger equity vesting is shareholder‑friendly; legacy excise tax gross‑ups remain for some executives (including non‑CEO NEOs), a moderate governance negative if CIC severance is triggered .
Incentive goal rigor and changes: 2024 Say‑on‑Pay approval fell to 67.5%, prompting 2025 shifts (reduced B&I weight, EBITDAre in AIP, Relative FFO growth in MYLTIP with an aTSR governor), which should strengthen operating linkage and limit above‑target payouts during negative absolute returns—supportive for future shareholder support and alignment optics .

Overall: Compensation structure is heavily at-risk, regionally accountable, and increasingly tied to operating outcomes (EBITDAre, FFO growth), with robust anti‑hedging/pledging and clawback. Near-term selling pressure exists around annual time‑based vest dates, but performance LTIP design and transfer restrictions constrain immediate liquidity after performance cycles; retention risk is mitigated by qualified retirement provisions but could accelerate equity vesting upon exit .