Hilary Spann

About Hilary Spann

Hilary J. Spann is Executive Vice President, New York Region at BXP, responsible for all aspects of the New York and Princeton, NJ businesses (development, acquisitions, leasing, property management, construction). She joined BXP in September 2021 and is 49 years old . Her credentials include prior leadership of Americas Real Estate at CPP Investments and senior roles at J.P. Morgan Asset Management; she holds a BS in Architecture and a Master of City Planning from Georgia Tech, and studied at the École d’Architecture de Paris – La Villette . BXP’s 2024 operating performance featured diluted FFO per share of $7.12 (target $7.10), revenue up 4.1% to $3.4B, and ~5.6M SF of leases signed; within her region, 2024 scorecard results included total leasing of ~1.4M SF vs. a 1.2M target . From 2020–2024, a $100 investment in BXP would have been worth $69.01 at year-end 2024 (peer index $76.95), illustrating the stock’s multi-year path into her tenure .

Past Roles

Organization	Role	Years	Strategic impact
CPP Investments	Managing Director, Head of Real Estate Investments Americas (prior: Head of U.S. RE Investments)	2016–2021	Led Americas real estate strategy, talent, and portfolio management
J.P. Morgan Asset Management (Global Alternatives)	Managing Director, Head of Northeast Acquisitions	2001–2016	Originated and executed acquisitions across the Northeast U.S.

External Roles

Organization	Role	Years	Notes
Goodman Group (ASX: GMG)	Independent Director; Sustainability Committee member	2022–present	Public company directorship
ULI; Citizens Budget Commission; Madison Square Park Conservancy; REBNY Board of Governors; Real Estate Life Science Advisory Board (NYC); Economic Club of New York	Trustee/Member	Ongoing	Regional and industry leadership network roles

Fixed Compensation

Component	2023	2024	2025	Notes
Base Salary ($)	N/A (not an NEO)	450,000	450,000	2024/2025 salaries disclosed; 2025 unchanged
401(k) Company Match ($)	—	18,969	—	Part of “All Other Compensation” in 2024
Perquisites	—	Designated parking space	—	Parking for all executive officers
Total 2024 Compensation ($)	—	2,819,659	—	Salary 450,000; Stock Awards 1,349,880; Cash Incentive 1,000,000; Other 19,779

Performance Compensation

Annual Incentive Plan (AIP) – 2024 Results and Design (Spann)

Metric	Weight	Threshold	Target	Maximum	Actual	Payout %
Earnings (Diluted FFO/sh)	20%	$6.75	$7.10	$7.45	$7.12	103.0%
Short-term Leasing (NY Region)	40%	674.3k SF	1.1M SF	1.6M SF	969.5k SF	83.0%
Total Leasing (NY Region)	40%	748.9k SF	1.2M SF	1.7M SF	1.4M SF	114.0%
Business & Individual Goals (Regional)	—	—	—	—	—	100.0%
Total AIP Payout	—	—	—	—	—	100.0% (Paid $1,000,000)

Notes on design and 2025 changes:

2024 AIP weightings for Regional EVPs were Earnings 20%, Regional Leasing 40%, Regional B&I 40% .
For 2025, BXP shifted the Earnings metric to EBITDAre and rebalanced weights to Earnings 30%, Leasing 40%, B&I 30% for Regional EVPs (including Spann) to increase operating-line accountability .

Long-Term Incentive (LTI) – Grants and Structure

Award Year (grant timing)	Total LTI Grant ($)	Time-based vs Performance-based	Key performance constructs	Vesting / holding
2024 grants for 2023 performance	1,349,880	100% time-based (10,990 units granted 2/2/24; 11,056 units 2/6/24) [counts and values]	N/A (time-based)	2/2/24 grant vests 25% annually on Jan 15, 2025–2028; 2/6/24 grant cliff-vests Jan 15, 2028
2025 grants for 2024 performance	1,550,000	50% performance-based MYLTIP; 50% time-based	2025 MYLTIP: Relative TSR with absolute TSR modifier (40%); Relative FFO/share growth vs custom office REIT index (40%); Leverage (Net Debt/EBITDAre-cash) (20%)	Performance period 3 years; TSR-related earned units have a 1-year post-vesting transfer restriction; dividend “catch-up” mechanics apply per plan

Additional LTI mechanics:

BXP prohibits option repricing and has not granted options since 2013 .
Clawback applies to incentive-based compensation upon restatement; anti-hedging/anti-pledging policies are in place .

Equity Ownership & Alignment

Ownership detail	Count / status	Notes
Common stock owned	7,271	Included in beneficial ownership
LTIP units (Operating Partnership)	45,418	Included in beneficial ownership
Total beneficial shares and units	52,689	Less than 1% of outstanding; includes unvested
Unvested breakdown	7,271 shares; 40,684 LTIP units	As of Feb 12, 2025; remaining LTIPs likely vested = ~4,734 units (derived)
Ownership guideline	2.0x base salary for EVP, Regional Manager	Applies to vested/unvested shares, common and LTIP units; 5-year compliance window from appointment
Hedging / pledging	Prohibited	Company-wide policy
10b5-1 or pledges disclosed	None noted	No pledging allowed under policy

Employment Terms

Topic	Terms for EVP Hilary Spann
Role start	EVP, New York Region since September 2021
Non-competition/solicit	Executive agreements include non-competition/non-solicitation; for other EVPs scope limited to BXP markets; covenants accompany severance arrangements (company-wide approach)
Clawback	Dodd-Frank compliant policy (Oct 2023) covering incentive-based compensation; prior policy also applies to pre-2023 awards
Equity vesting on CoC	Time-based awards: double-trigger; Performance-based awards: measured as of CoC date, earned units fully vest (no service proration)
AIP changes	2025 AIP uses EBITDAre and reduced B&I weighting to 30% for Regional EVPs

Estimated severance/change-in-control economics (as of 12/31/2024):

Scenario	Bonus ($)	Cash Severance ($)	Unvested Equity ($)	Benefits ($)	Other ($)	Excise Gross-up	Total ($)
Involuntary (not for cause)/Good Reason (no CoC)	—	—	—	—	—	—	—
Involuntary (not for cause)/Good Reason within 24 months after CoC	—	4,587,300	3,219,491	79,096	150,000	No	8,035,887
Change in Control (no termination)	—	—	—	—	—	—	—
Death/Disability	—	—	3,219,491	—	—	—	3,219,491

Notes:

For Regional EVPs, change-in-control severance generally equals 3x base salary plus 3-year average cash bonus (Spann’s estimated amounts shown above); no 280G gross-up; cut-down applies if beneficial .
Table reflects BXP’s 12/31/2024 valuation basis ($74.36/share) and plan assumptions per proxy .

Investment Implications

Pay-for-performance alignment is strengthening: 2025 AIP shifts to EBITDAre and the MYLTIP adds relative FFO/share growth plus an absolute-TSR modifier to curb payouts in weak absolute environments—supporting higher operating accountability for regional leaders like Spann .
Retention risk appears moderate: Spann is not eligible for standard non-CoC severance per current disclosures; however, significant LTI (time-based and performance-based from 2025) with multi-year vesting and post-vesting transfer restrictions creates meaningful deferred value, reducing near-term exit incentives .
Insider selling pressure: Upcoming scheduled vesting dates include Jan 15, 2026/2027/2028 for 2022–2024 time-based grants; while these can open liquidity windows, BXP’s anti-hedging/anti-pledging policy, blackout windows, and potential 10b5-1 usage norms typically moderate abrupt selling; no pledging is allowed .
Alignment and skin-in-the-game: Beneficial ownership totals 52,689 shares/units (<1% overall) with the EVP guideline at 2x salary and a five-year compliance period from appointment; ongoing vesting should help build holdings toward/above the guideline over time .
Execution track record: 2024 NY region delivered 1.4M SF of total leasing vs. 1.2M target and advanced key projects (e.g., 343 Madison Avenue, regional campus plans, Site K co-development opportunity), supporting a 100% AIP payout for Spann despite short-term leasing under target—indicative of balanced scorecard rigor and regional execution .

Key watch items: monitor 2025–2027 MYLTIP trajectory (TSR vs custom index, relative FFO growth, leverage), NY region leasing volumes vs. targets, and progress on major developments that drive NOI. The 2024 Say-on-Pay dip (67.5%) led to program enhancements; continued shareholder alignment oversight is constructive for long-term investors .