Joel Klein

About Joel I. Klein

Joel I. Klein, age 78, has served on BXP’s Board since January 2013 and is the Lead Independent Director. He is CEO of Retromer Therapeutics (since Dec-2020), and previously served as Chief Policy & Strategy Officer at Oscar Health, EVP at News Corp, and Chancellor of NYC Department of Education; he holds a BA (magna cum laude) from Columbia and a JD (magna cum laude) from Harvard Law School . As Lead Independent Director, his responsibilities include approving board materials/agendas, coordinating committee work, leading executive sessions, direct investor engagement, and CEO performance evaluation support .

Past Roles

Organization	Role	Tenure	Committees/Impact
NYC Department of Education	Chancellor	2002–2010	Oversaw 1,600+ schools, 1.1M students, $22B budget
U.S. Department of Justice	Assistant U.S. Attorney General (Antitrust)	1997–2000	Senior policy/legal leadership
White House	Deputy White House Counsel	1993–1995	Senior legal counsel
Bertelsmann, Inc.	U.S. Chairman & CEO	2001–2002	Media operating leadership
News Corporation	EVP, Office of the Chairman; CEO Amplify (education division)	2003–2015; 2011–2015	Corporate strategy/operating exec
Oscar Health	Chief Policy & Strategy Officer; Senior Advisor to CEO	2016–2022; 2022–Jun 2024	Health insurance policy/strategy

External Roles

Organization	Role	Status	Notes
Retromer Therapeutics Corp.	Chief Executive Officer	Current (since Dec-2020)	Biotech start-up
Sunstone Therapies, Inc.	Director	Current (since Mar-2025)	Private company director
Juul Labs	Director	Current (since Mar-2021)	Private company director
News Corporation	Director	Former (to Nov-2020)	Former public company directorship

Board Governance

Independence: Board determined Klein is independent; it reviewed that Retromer (where he is CEO) leased ~2,700 sq ft from BXP in Sep-2021 at fair value; Klein had no direct pecuniary interest; lease expired 12/31/2023 .
Roles: Lead Independent Director; Chair, Compensation Committee in 2024; ex officio member of Audit, NCG, and Sustainability as LID; expected to remain ex officio on Compensation with Timothy Naughton to become Compensation Chair post-2025 meeting .
Committees’ 2024 activity: Board met 8x; Audit 8x; Compensation 8x; NCG 2x; Sustainability 2x .
Attendance: Each incumbent director (including Klein) attended >75% of Board and relevant committee meetings in 2024; aggregate >95% .
Executive sessions: Non-management (all independent) directors meet in executive session after each regular Board meeting; chaired by the LID .
LID remit includes direct availability to major investors; in 2024 Klein co-led outreach after Say‑on‑Pay vote (see Say-on-Pay) .

Fixed Compensation

Component	Structure / Amount	Notes
Board cash retainer	$85,000	Annual; no meeting fees
Lead Independent Director retainer	$50,000	Paid only if no independent Chair; additive to other retainers
Committee retainers	Audit: Chair $20k / Member $15k; Compensation: Chair $15k / Member $10k; NCG: Chair $15k / Member $10k; Sustainability: Chair $15k / Member $10k	Annual; additive
2024 Fees (Klein)	$150,247	Reported “Fees Earned or Paid in Cash” for 2024
2024 Cash deferral (Klein)	Deferred to DSUs	Klein elected to defer cash; DSUs credited 2,133.19 units in 2024

Performance Compensation

Grant	Grant Date	Instrument	Units Granted	Fair Value	Vesting
2024 Annual Director Equity (Klein)	May 30, 2024	LTIP units and/or restricted stock	2,835 units	$148,500 (reported stock awards)	100% on earlier of 1 year or next annual meeting
Program design	Annual director equity value	n/a	n/a	Target value $165,000 for continuing directors	Grants made as restricted stock or LTIP units; number based on closing price on grant date (BXP $58.19 on 5/30/24)

Note: The Director Compensation Plan provides a $165,000 target equity value; reported fair value for Klein’s 2024 grant is $148,500 per ASC 718 .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None
Former public company boards (past 5 years)	News Corporation (through Nov-2020)
Compensation Committee interlocks	None; no relationships requiring Item 404 disclosure among Compensation Committee members in 2024
Overboarding policy	BXP policy limits non-employee directors to ≤3 other public boards; all 2025 nominees confirmed compliance (Klein currently on 0 public boards)

Expertise & Qualifications

50+ years across government, media, health, and biotech; broad legal/financial oversight and policy expertise .
Quals matrix indicates strengths in strategic leadership, CEO experience, risk oversight, government/public policy, international exposure, financial literacy, technology, governance, and talent management .
Education: BA Columbia (magna cum laude); JD Harvard Law School (magna cum laude) .

Equity Ownership

Metric (as of Feb 12, 2025)	Amount	Notes
Common stock (direct)	0	—
Deferred Stock Units (DSUs)	19,686	Settlement upon cessation of service per plan
LTIP units	17,073	Includes 2,835 unvested LTIP units
Total beneficial (shares + units)	36,759	Less than 1% of outstanding
Ownership guidelines	5x annual board retainer (aggregate shares/DSUs/LTIP/common units count)
Hedging/pledging	Anti-hedging, anti-pledging, anti-short-sale policies in place

Say-on-Pay & Shareholder Feedback (Engagement Signal)

2024 Say‑on‑Pay support fell to 67.5% (prior four years 88.6–90.1%) .
In Oct‑2024, Klein (LID, then Compensation Chair) and Duncan led targeted outreach to the top 20 owners (~70% of shares); met with 8 investors (~35% of shares) and one proxy advisor; feedback drove 2025 comp design changes .
2025 changes include: reducing AIP B&I weighting 40%→30%; added three‑year earnings (diluted FFO/sh) component to MYLTIP; replaced standalone absolute TSR with a relative TSR component plus absolute TSR modifier (downward if negative absolute TSR) .

Related-Party Transactions / Conflicts

Retromer lease: Retromer Therapeutics (Klein is CEO) leased ~2,700 sq ft from BXP starting Sep‑2021; third‑party opinion deemed rent at fair market value; Klein had no direct pecuniary interest; lease expired 12/31/2023. Board determined he remains independent .
BXP maintains a formal Related Person Transaction Policy requiring independent director approval/ratification; annually reviewed for ongoing arrangements .

Governance Assessment

Strengths:
- Lead Independent Director with robust remit and active investor engagement; coordinated response to 2024 Say‑on‑Pay feedback (a positive governance signal) .
- Independent status affirmed despite prior small‑footprint lease; Board assessed fair value/no interest; lease ended in 2023 .
- Strong meeting cadence and attendance (Board 8x; each director >75%; aggregate >95%) .
- No compensation committee interlocks; anti‑hedging/pledging policies; clear director ownership guidelines (5x retainer) .
Watch items / potential red flags:
- 2024 Say‑on‑Pay support dipped to 67.5% (below typical thresholds), though Board/LID responded with structural changes for 2025 .
- Age/refreshment: Board guidelines note expectation to not renominate after age 75 or >15 years’ tenure “within succeeding few years,” though guidelines are flexible; Klein (78; ~12+ years tenure) remains nominated, underscoring Board’s reliance on his leadership while balancing refreshment .
- Related‑party optics (Retromer lease) now mitigated given expiry and independence determination .

Director Compensation (Detail)

Name	2024 Fees ($)	2024 Stock Awards ($)	Total ($)	Unvested Awards at 12/31/24
Joel I. Klein	150,247	148,500	298,747	2,835 LTIP units

Klein deferred 2024 cash fees into 2,133.19 DSUs credited during 2024 .

Committee Assignments (2024 and Expected 2025)

Committee	2024 Role	2024 Meetings	2025 Expectation
Compensation	Chair (Member)	8	Naughton to Chair; Klein ex officio member as LID (post-election)
Audit	Ex officio as LID	8	Ex officio as LID
Nominating & Corporate Governance	Ex officio as LID	2	Ex officio as LID
Sustainability	Ex officio as LID	2	Ex officio as LID
Board (overall)	Lead Independent Director	8	Lead Independent Director

Notes on Board Process and Policies Relevant to LID/Compensation Oversight

Duties of the LID include investor engagement, coordinating committee work, executive sessions leadership, CEO performance/succession input, and calling independent director meetings .
Director independence standards and categorical thresholds are clearly defined; Board annually assesses and disclosed Klein’s independence determination .
Policy against overboarding; all 2025 nominees confirmed compliance; audit committee service limits also observed .
Non-employee directors compensated under a stockholder-approved plan; anti-hedging/anti-pledging; clawback policy in place .