Douglas Linde

About Douglas Linde

Douglas T. Linde is President of BXP and a director since January 2010, with 35+ years of real estate experience across capital markets, acquisitions, finance, and operations. He has served as BXP’s President since May 2007 and previously as CFO/Treasurer and in senior capital markets roles; prior roles include President of Capstone Investments, project management at Wright Runstad, and early-career real estate finance at Salomon Brothers. He holds a BA from Wesleyan University and an MBA from Harvard Business School; age 61 as of May 20, 2025 . BXP’s pay-versus-performance table shows 2024 FFO/share of $7.12 vs target $7.10 and a BXP $100 TSR value of $69.01, reflecting mixed investor returns amid sector headwinds .

Past Roles

Organization	Role	Years	Strategic Impact
BXP	President	May 2007–Present	Led leasing, development oversight and investor engagement; instrumental in ~5.6M sq ft 2024 leasing with 9.8-year WALT .
BXP	CFO & Treasurer (SVP/EVP)	Sep 2000–Nov 2007	Capital markets stewardship, finance, accounting, transactional execution .
BXP	SVP Financial & Capital Markets	Oct 1998–Sep 2000	Structured financing, capital market strategy .
BXP	VP Acquisitions & New Business	Jan 1997–Oct 1998	Sourcing acquisitions/new business .
Capstone Investments	President	1993–1997	Led Boston real estate investment firm .
Wright Runstad & Co.	Project Manager/Assistant to CFO	1989–1993	Private developer operations/finance exposure .
Salomon Brothers	Real Estate Finance Group	Early career	Institutional real estate finance foundation .

External Roles

Organization	Role	Years	Strategic Impact
Beth Israel Lahey Health	Trustee, Board of Trustees	Current	Healthcare governance .
Beth Israel Deaconess Medical Center	Director Emeritus; Co-chair capital campaign	Past	Capital campaign leadership .
Real Estate Roundtable	Member	Current	Industry policy engagement .
Boston Municipal Research Bureau; Jobs for Massachusetts	Former Director	Past	Civic/economic policy contributions .
MIT Urban Studies & Planning Visiting Committee	Former Member	Past	Academic advisory .
Wesleyan University	Trustee Emeritus	Past	University governance .

Fixed Compensation

Metric	2023	2024	2025
Base Salary ($)	800,000	800,000	800,000
Target Annual Cash Incentive ($)	—	1,900,000	—
Actual Annual Cash Incentive ($)	—	2,059,600 (108.4% of target)	—

Performance Compensation

Annual Incentive Plan (AIP) – 2024 (President)

Metric	Weighting (%)	Threshold	Target	Maximum	Actual	Payout (% of Target)
Earnings (FFO/share)	30	$6.75	$7.10	$7.45	$7.12	103.0%
Leasing – Short-term (sf)	30	1.9M	3.1M	4.3M	3.1M	100.0%
Leasing – Total (sf)	30	2.3M	3.8M	5.3M	5.5M	150.0%
Business & Individual Goals	40	—	—	—	—	100.0%
Total AIP Payout	—	—	—	—	—	108.4%

Key qualitative accomplishments driving B&I payout: direct oversight of leasing/development/capex goals; 2024 leasing success (~5.6M sq ft; Q4 >2.3M sq ft); supervision of Sustainability/IS/Legal leadership transitions; investor outreach .

Long-Term Incentives

Equity mix for NEOs: 50% performance-based MYLTIP, 50% time-based; President’s 2024 performance grants made 2025 total $6.8M ($3.4M performance-based; $3.4M time-based) .
Time-based LTI vesting: 25% annually over 4 years; grants 1/31/2025 (for 2024 performance) and 2/2/2024 (for 2023 performance) follow scheduled vesting/acceleration rules .
MYLTIP 2024 design: 3-year performance period with one-year post-vesting hold; components and weightings: rTSR 40%, aTSR 40%, Average Leverage Ratio 20% . 2025 MYLTIP transitions to rTSR with aTSR modifier plus FFO/share growth and Leverage components .
Dividend treatment: holders receive 10% dividend equivalents during performance period; catch-up paid post-performance on earned units .

MYLTIP Awards (Unearned units as of 12/31/2024)	Units
2022 MYLTIP	26,229
2023 MYLTIP	54,787
2024 MYLTIP	44,649

Realization calibration: 2022 MYLTIP paid ~57% of target (aTSR -24.6%; rTSR -171 bps vs index); illustrates pay-for-performance variance .

Equity Ownership & Alignment

Beneficial holdings: 183,563 common shares; 535,645 LTIP units; includes 110,453 unvested LTIP units; plus family holdings of 2,800 shares (spouse/children) .
Ownership percentage: less than 1% of shares outstanding (individual line shows “**” <1%) .
Outstanding awards at FY-end: 100,847 unvested time-based shares/units (MV $7,498,983); 125,665 unearned performance-based units (MV $9,344,449) priced at $74.36 on 12/31/2024 .
Stock ownership guidelines: President required minimum 5.0x base salary; executives must retain shares until guideline met; counting shares/LTIP/common units; performance LTIPs counted only when earned .
Hedging/pledging: prohibited for all employees and directors; no margin purchases; aligns with long-term holding and reduces forced-sale risk .
Option awards: BXP has not granted stock options since 2013 .

Employment Terms

Provision	Details
Agreement term	Initial 2 years from Nov 29, 2002; auto-renews annually unless notice ≥90 days; at-will with severance protections .
Base salary	Reviewed annually; may be increased not decreased .
Non-compete / non-solicit	Applies in BXP markets at termination; non-compete not applicable if terminated following change in control; confidentiality and post-termination cooperation required .
Severance (no CIC)	Cash severance = 1x (base salary + prior-year cash bonus); prorated target bonus; 12 months health benefits; additional 12 months vesting on time-based awards; MYLTIP earned at period end, prorated for service, transfer-restricted until normal vest .
Severance (with CIC, within 24 months)	Cash severance = 3x (base salary + average cash bonus of prior 3 years); full vesting of time-based awards; MYLTIP earned based on performance-to-date, not prorated, fully vested; up to 36 months benefits; financial/tax/outplacement benefits; estimated Linde total $31,273,485 at 12/31/2024 scenario .
Change-in-control without termination	MYLTIPs valued based on performance-to-date; no cash severance; Linde total $5,539,622 at 12/31/2024 scenario .
Death/Disability	Lump-sum (target bonus), full vesting; Linde total $14,974,320 at 12/31/2024 scenario .
Qualified Retirement eligibility	Rule of 70 (age ≥58; age+service ≥70) – Linde eligible; earned MYLTIPs vest without proration; transfer restrictions remain until normal schedule .
Tax gross-up	Legacy participants in severance plans before 2014 entitled to excise tax gross-up; Linde appears eligible; BXP adopted “no new gross-ups” policy in 2014 .
Clawback	Dodd-Frank-compliant clawback adopted Oct 2023 for erroneously awarded incentive comp upon material restatement; prior clawback applies pre-10/2/2023 .
Perquisites	Monthly car allowance $750; designated parking space .

Board Governance

Director since January 2010; current committee: Sustainability; no other public company boards in past 5 years; not independent by virtue of executive role .
Board leadership: Chairman/CEO combined (Owen Thomas), with Lead Independent Director (Joel Klein) and independent committees; 9 of 11 directors independent; robust independence safeguards and regular executive sessions .
Board/committee attendance: 8 Board meetings in 2024; each director attended ≥75% of assigned meetings; aggregate attendance >95% .
Committee structure: Audit (independent; 8 meetings), Compensation (independent; 8 meetings), NCG (independent; 2 meetings), Sustainability (includes Linde) .

Director Compensation (context for non-employee directors; employee-directors typically do not receive director fees)

2024 cash retainers: Board $85,000; Lead Independent Director $50,000; committee chairs/members additional retainers; equity annual grant $165,000, vesting at next annual meeting (or 1-year) .
Deferred compensation program allows fee deferrals into DSUs with dividend equivalents; director ownership guidelines = 5x annual cash retainer .

Compensation Peer Group (Benchmarking)

BXP benchmarks executive compensation to a multi-sector large-cap REIT peer group advised by FW Cook; median total capitalization ~$29.9B (BXP: $32.0B; ~52nd percentile). Peer set includes office, specialty, multifamily, industrial, retail, and healthcare REITs (e.g., ARE, AMT, DLR, PRO, WELL, SLG, VNO), with design emphasis on competitiveness and governance best practices .

Say‑on‑Pay & Shareholder Feedback

Historical support: 2020–2023 approvals ~89–90% .
2024 support: 67.5% FOR; Compensation Committee conducted broad investor outreach and modified 2025 AIP/MYLTIP to increase earnings weighting, add FFO/share growth, and integrate an aTSR modifier to the rTSR component, reducing payouts when absolute TSR is negative .

Equity Ownership & Vesting Schedules (Detail)

Holding/Grant	Quantity	Key Dates/Terms
Common stock (direct/indirect)	183,563	Includes spouse/children shares; shared voting/dispositive power for 700 shares; 2,100 held by children .
LTIP units (total)	535,645	Includes 110,453 unvested LTIP units .
Unvested time-based awards (by grant)	7,745 (1/29/2021); 13,338 (1/28/2022); 30,306 (2/3/2023); 49,458 (2/2/2024)	Time-based LTI: vests 25% annually each Jan 15 over 4 years; some grants cliff vest in year 4 depending on award type .
Unearned performance awards	125,665 units (aggregate across MYLTIPs)	3-year performance periods with one-year post-vesting holding; 12/31/2024 valuations based on $74.36 share price .

Risk Indicators & Red Flags

Hedging/pledging prohibited for insiders and directors; mitigates misalignment and forced-sale risk .
Potential excise tax gross‑up under legacy CIC plans for non-CEO NEOs (including Linde) remains a shareholder-sensitive feature despite no-new-gross-ups policy since 2014 .
2024 Say‑on‑Pay support at 67.5% signals investor sensitivity to pay design; 2025 changes respond to feedback .
No option repricing; capped incentives; clawback policy in place .

Employment & Contracts Summary (Retention/Transition)

Item	Detail
Role tenure	President since May 2007; director since Jan 2010 .
Contract auto-renewal	Annual auto-renew; termination notice ≥90 days .
Non-compete scope/duration	Company markets at time of termination; waived if terminated post-CIC .
Severance multiples	1x salary+prior bonus (no CIC); 3x salary+average bonus (with CIC) .
Benefits continuation	Up to 12 months (no CIC); up to 36 months (with CIC) .
Equity treatment	Double-trigger vesting for time-based awards on CIC termination; MYLTIPs earned based on performance-to-date; post-vesting transfer restrictions apply .
Qualified Retirement	Linde eligible; earned awards vest without proration; transfer timing unchanged .

Investment Implications

Alignment: Heavy weighting to at‑risk pay and multi‑year MYLTIPs tied to rTSR, leverage, and FFO/share growth should align incentives with shareholder value creation; 2022 MYLTIP paying ~57% of target evidences downside sensitivity .
Retention vs liquidity: Rule‑of‑70 qualified retirement and MYLTIP one‑year post‑vest hold reduce immediate selling pressure and aid retention but allow full vesting without proration—watch for potential monetization windows (e.g., 2022 MYLTIPs monetizable starting Jan 31, 2026) .
Governance: Dual role (President + director) is mitigated by independent Lead Director, independent committees, and anti-hedging/pledging policies; 2024 Say‑on‑Pay feedback prompted stronger earnings-centric metrics in 2025 designs, improving pay-for-performance optics .
Change‑of‑control economics: Robust 3x CIC severance and legacy excise tax gross‑up eligibility for non‑CEO NEOs raise potential overhang in M&A scenarios; however, double‑trigger equity acceleration protects against single-trigger windfalls .

Board service: Linde is a long-tenured insider director (since 2010) serving on Sustainability; independence concerns are mitigated by board structure (Lead Independent Director, independent committees, 82% independent board) .

2024 operational execution: Leasing achievements (~5.6M sq ft; strongest since 2019) and delivery cadence supported AIP payouts; investors should monitor continued leasing momentum and leverage metrics given MYLTIP design .