Eric Kevorkian

About Eric Kevorkian

Eric G. Kevorkian is Senior Vice President, Chief Legal Officer & Secretary of BXP, overseeing Legal and Risk Management. He joined BXP in 2003, was Senior Vice President, Senior Corporate Counsel from 2008–June 2022, and has served in his current role since June 2022; he is 54 years old and holds a BA in Economics (University of Pennsylvania), JD/MPA magna cum laude (Syracuse University), and LLM in Taxation (Boston University) . His credentials include extensive executive compensation, corporate governance, REIT compliance, tax, and capital markets work, contributing to more than $30 billion of BXP public and private financings . Company performance context during his tenure as Chief Legal Officer (2024): diluted FFO per share of $7.12 vs $7.10 target, revenue +4.1% to $3.4B, and robust leasing execution with total leasing of ~5.5–5.6M SF (vs target 3.8M) .

Past Roles

Organization	Role	Years	Strategic Impact
BXP	VP, Corporate Counsel	2003–2008	Advised Board and senior management on securities law, governance, corporate law, REIT compliance, tax; structured JV transactions
BXP	SVP, Senior Corporate Counsel	2008–2022	Led executive compensation, governance and legal frameworks; supported >$30B capital markets activity
BXP	SVP, Chief Legal Officer & Secretary	Jun 2022–Present	Oversees Legal and Risk Management; secretary to Board; stewardship of legal/compliance programs
Goodwin Procter LLP	Attorney (M&A/Corporate Governance; REITs & Real Estate Capital Markets), elected Partner	1995–2003	Advising corporate/REIT clients; capital markets and governance expertise

External Roles

Organization	Role	Years	Strategic Impact
Nareit Corporate Governance Council	Chair; prior Vice Chair	Current; prior service	Industry governance leadership and best-practices development
Hockomock Area YMCA	Board Chair; Vice Chair; Director	Chair: Jun 2021–Jun 2023; Vice Chair: Jun 2018–Jun 2021; Director since Jun 2015	Community leadership and nonprofit governance

Fixed Compensation

Not disclosed. Eric Kevorkian is not a Named Executive Officer (NEO); proxies disclose detailed pay only for NEOs (CEO, President, CFO, EVP Boston Region, EVP New York Region) .

Performance Compensation

Structure (Company-wide executive program): Annual cash incentives are linked to three categories with specific weightings; payouts are capped at 150% of target to mitigate risk .
2024 Annual Incentive Plan performance metrics (company-level actual vs target):

Metric	2024 Target	2024 Actual
Diluted FFO per share ($)	7.10	7.12
Short-Term Leasing (M SF)	3.1	3.1
Total Leasing (M SF)	3.8	5.5

Vesting approach (equity): Since 2014, time-based equity features double-trigger vesting on change-of-control; performance-based LTI awards are capped at 200% of target and receive limited dividends until earned .

Note: Individual targets/payouts for Kevorkian are not disclosed as he is not an NEO .

Equity Ownership & Alignment

Policy/Item	Detail	Implications
Executive stock ownership guidelines	Senior Vice President minimum: 1.5x base salary; counted securities include common stock, common units, LTIP units (vested/unvested); stock options excluded	Aligns pay with long-term performance; requires retention until guideline met
Hedging/Pledging	Anti-hedging, anti-pledging, anti-short-sale policies apply to executives	Reduces misalignment and leverage risk
Clawback	Company must recover erroneously awarded incentive-based compensation after restatements	Enhances pay-for-performance integrity
Ownership compliance status	Not disclosed for Kevorkian	—

Beneficial ownership: Proxies list detailed holdings for directors/NEOs; Kevorkian’s individual share/unit counts are not itemized in the management stockholders tables .

Employment Terms

Topic	Terms for Senior Executives at BXP	Applicability to Kevorkian
Severance plan coverage	Two change-in-control severance plans: one for President/EVPs, one for SVPs and certain VPs ≥10 years tenure; double-trigger (benefits only if terminated without cause/for good reason within 24 months post-CIC)	As SVP, covered by SVP plan (subject to plan terms)
CIC cash severance multiple	NEOs receive 3x base salary + 3-year average bonus; health benefits up to 36 months; financial counseling/outplacement; no single-trigger vesting for time-based awards	SVP plan provides cash severance/benefits; exact SVP multiple not disclosed; NEO multiple shown for reference
Tax gross-up	Company policy against new gross-ups; officers eligible pre-Jan 2014 under legacy plans may receive excise tax gross-ups; CEO not eligible	If Kevorkian became eligible before Jan 2014, he may be covered by legacy gross-up provision; specific status not disclosed
Non-compete/solicit/interference	Restrictive covenants are used in senior employment agreements (examples detailed for CEO/EVPs); scope varies by agreement	Not specifically disclosed for Kevorkian; covered by company insider trading and ethics policies

Performance & Track Record

Capital markets execution: Key role in >$30B of BXP public and private financings, supporting liquidity and growth .
Governance/execution: Long-tenured legal executive guiding securities law, executive compensation, governance, REIT compliance, and transaction structuring .
Company operating performance (2024): FFO per share achieved above target; strong leasing outcomes; revenue +4.1% to $3.4B .

Say-on-Pay & Shareholder Feedback

Prior say-on-pay result: Over 89% votes cast FOR the 2023 say-on-pay proposal, reflecting shareholder support for executive pay practices .
Compensation governance practices: Independent consultant (FW Cook), robust ownership guidelines, double-trigger vesting, capped incentives, clawback policy, and no new tax gross-ups .

Risk Indicators & Red Flags

Alignment strengths: No hedging/pledging; clawback; double-trigger vesting; stock ownership requirements .
Potential red-flag exposure: Legacy excise tax gross-up eligibility applies to officers covered before Jan 2014; Kevorkian’s specific eligibility status is not disclosed .
Insider selling pressure: Not disclosed in proxies; recommend monitoring Form 4 filings for Kevorkian to assess sale timing and vesting-related dispositions .

Compensation Peer Group

Process: Committee engages FW Cook to advise on market competitiveness and program design; peer benchmarking referenced but constituent list not included in cited sections .

Investment Implications

Strong alignment: Anti-hedging/pledging, clawbacks, and ownership requirements limit misalignment and reduce leverage/hedging risks; double-trigger vesting discourages change-of-control windfalls .
Retention economics: As SVP, Kevorkian is covered by BXP’s double-trigger change-in-control severance framework, which can mitigate retention risk during strategic transactions; exact SVP multiples are not disclosed (NEO plan uses 3x) .
Data gaps: Absence of individual pay/award detail (non-NEO) limits precise pay-for-performance calibration; ongoing monitoring of Form 4 activity is advisable for trading signal and vesting cadence insight .