Diane Hoskins

About Diane J. Hoskins

Independent director at BXP since May 2019; age 67. Global Co‑Chair of M. Arthur Gensler Jr. & Associates, Inc. since January 2024 (Co‑CEO from 2005–May 2024), bringing 40+ years of architecture, design, real estate and business experience with deep sustainability and workplace strategy expertise. Education: MIT (Architecture & Planning) and UCLA Anderson MBA. Current BXP roles: Chair, Sustainability Committee; member, Nominating & Corporate Governance (NCG) Committee; determined independent under NYSE rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
M. Arthur Gensler Jr. & Associates, Inc. (Gensler)	Global Co‑Chair	Jan 2024–Present	Oversees global strategy, growth, practice expansion and governance for world’s largest architecture/design firm.
Gensler	Co‑CEO; Director	Co‑CEO: Jan 2005–May 2024; Director since 2004	Founded Gensler Research Institute (2005) to link design, business and human experience.
A. Epstein & Sons	Senior Vice President	1990–1994	Senior leadership in architecture/engineering.
Olympia & York	Development Analyst	1987–1990	Real estate development analytics.
Gensler	Architect Designer	1983–1985	Architectural design practice.
Skidmore, Owings & Merrill (SOM)	Architect	1980–1983	Architectural practice.

External Roles

Organization	Role	Notes
MIT Corporation	Trustee	Serves on Risk & Audit Committee; also on Visiting Committee for MIT Architecture and Environmental/Civil Engineering.
UCLA Anderson School	Board of Advisors	Advisory/oversight role.
Urban Land Institute (ULI)	Global Chair (2023)	Industry leadership in real estate.
Washington Board of Trade	Board Member	Regional business leadership.
Fellowships/Recognition	Fellow AIA; Fellow Royal Society of Arts; multiple industry awards and frequent speaker (Milken, WSJ Future of Cities, COP summits).

Board Governance

Independence and service: Independent; BXP director since May 2019; Chair, Sustainability Committee; member, NCG Committee.
Committee activity (2024): Sustainability (2 meetings); NCG (2 meetings); Board met 8 times. Each director attended >75% of combined Board/committee meetings; aggregate attendance >95%.
Tenure snapshot: 6.0 years as of May 20, 2025.
Independence determination: Board concluded Hoskins is independent under NYSE rules (2025).
Executive sessions: Non‑management (independent) directors meet in executive session after each regular Board meeting; chaired by Lead Independent Director.
Overboarding policy: Non‑employee directors limited to three other public boards; Hoskins holds no current or recent public company directorships, aligning with policy.

Fixed Compensation

Component	Amount/Structure	Source
2024 Fees Earned (Cash) – Hoskins	$120,000
Annual Board retainer (non‑employee)	$85,000
Committee chair retainer – Sustainability	$15,000
Committee member retainer – NCG	$10,000
Lead Independent Director retainer (if applicable)	$50,000
Chairman of the Board retainer (if independent)	$125,000
Meeting fees	None; compensated via retainers

Director deferred compensation program available; directors may defer cash retainers into deferred stock units or cash at separation; Hoskins did not appear among 2024 deferrers listed.

Performance Compensation

Type	Grant Date	Grant Value	Units/Shares Granted	Vesting	Notes
Annual director equity grant	May 30, 2024	$165,000	2,835 shares (Hoskins)	100% on earlier of 1 year or next annual meeting	BXP granted each continuing director $165,000 in restricted common stock or LTIP units; Hoskins reported 2,835 unvested common shares at 12/31/24.

No performance metrics apply to director equity; grants are time‑based and formulaic under the shareholder‑approved Director Compensation Plan.

Other Directorships & Interlocks

Category	Detail
Current public company boards	None.
Former public company boards (past 5 years)	None.
Compensation Committee interlocks	BXP disclosed 2024 Compensation Committee membership and stated no relationships requiring Item 404 disclosure; Hoskins is not on the Compensation Committee.

Expertise & Qualifications

Skills matrix flags: Strategic planning & leadership; CEO/executive management; risk oversight; REITs/real estate; international experience; financial literacy; technology industry; corporate governance; sustainability; talent management.
Sustainability leadership: Serves as BXP Sustainability Committee Chair; committee oversees climate action/resilience, environmental goals, external ESG ratings and stakeholder concerns.

Equity Ownership

Metric	Value
Total common shares beneficially owned	13,163 (includes unvested)
Deferred stock units	0 (none shown for Hoskins)
LTIP units	0 (none shown for Hoskins)
Unvested common shares (included above)	2,835
Ownership as % of shares outstanding	<1% (individual director entries denoted “**” = less than 1%)
Stock ownership guidelines	Directors must hold ≥5× annual cash retainer; retain all equity until compliant.
Hedging/pledging	Company policy prohibits hedging and pledging; applies to directors.

Note: BXP outstanding shares as of Feb 12, 2025 were 158,209,602; individual director percentages are presented as “less than 1%” in the proxy tables.

Governance Assessment

Strengths: Independent director with sector‑relevant expertise; chairs Sustainability Committee (clear oversight remit); consistent Board/committee attendance culture; ownership alignment via mandatory 5× retainer guideline; anti‑hedging/anti‑pledging policy; no related‑party transactions disclosed involving Hoskins; no public company overboarding.
Compensation alignment: Director pay is formulaic with substantial equity component ($165k annual grant) and modest cash retainers; time‑based vesting aligns with continued service; no discretionary bonuses or performance metrics for directors.
Potential conflicts/RED FLAGS: None identified for Hoskins in 2025 proxy; BXP’s related‑party section lists transactions with large shareholders (e.g., BlackRock lease), not directors; Board reaffirmed her independence under NYSE rules.