Julie Richardson

About Julie G. Richardson

Julie G. Richardson (age 62) is a new director nominee at BXP with 35+ years in capital markets and investment management, including senior roles at Providence Equity (Partner/Managing Director; head of NY office), JPMorgan (Vice Chair, Investment Banking; Head of TMT), and Merrill Lynch (MD, Media & Communications IB). She holds a BBA from the University of Wisconsin–Madison and is expected to be appointed to BXP’s Audit Committee, with the Board designating her an “audit committee financial expert,” and she has been deemed independent under NYSE rules if elected .

Past Roles

External Roles

Board Governance

• Independence: Board concluded Ms. Richardson qualifies as an independent director under NYSE rules; no disqualifying relationships disclosed .
• Committee assignment: If elected, Board expects to appoint Ms. Richardson to the Audit Committee; Board has determined she qualifies as an “audit committee financial expert” .
• Attendance baseline: In 2024 BXP held 8 Board meetings; all incumbent directors attended >75% of Board/committee meetings; aggregate attendance >95% (Richardson not yet on the Board in 2024) .
• Overboarding policy: BXP policy caps non‑employee directors at no more than 3 other public company boards (4 including BXP); Audit Committee members may not serve on >3 audit committees; all 2025 nominees confirmed compliance (Richardson’s two current public boards (UBS, Datadog) and expected BXP Audit role are within limits) .

Fixed Compensation

• Structure for non‑employee directors (2024 plan applies; new directors receive the same formula):
  • Annual cash retainer: $85,000; Lead Independent Director retainer: $50,000 (if applicable) .
  • Committee retainers (annual): Audit Chair $20,000; Audit member $15,000; Compensation Chair $15,000; Compensation member $10,000; NCG Chair $15,000; NCG member $10,000; Sustainability Chair $15,000; Sustainability member $10,000 .
  • Equity compensation: $165,000 annual grant (restricted stock and/or LTIP units), granted the 5th business day after the annual meeting; any initial grant for mid‑cycle appointees is $165,000 prorated to next annual meeting; one‑year vest (earlier of first anniversary or next annual meeting). Example: on May 30, 2024, non‑employee directors received 2,835 LTIP units and/or shares based on $58.19 closing price .
• 2024 Director compensation table (context): total director pay ranged ~$229k–$299k among incumbents; Richardson was not a director in 2024 and thus is not included .

Performance Compensation

• BXP does not use performance‑conditioned equity for directors; director equity is time‑based (restricted stock and/or LTIP units) vesting 100% after ~1 year (earlier of first anniversary or next annual meeting). Directors may elect LTIP units; dividends or distributions accrue per award terms .
• Clawback and anti‑hedging/pledging policies apply enterprise‑wide, supporting alignment and risk mitigation .

Other Directorships & Interlocks

• Current public boards: UBS Group AG (Compensation Committee Chair), Datadog, Inc. (Audit Committee Chair) .
• Nomination source: Ms. Richardson was initially recommended to BXP’s NCG Committee by BXP director Matthew J. Lustig .
• Interlocks/related-party: BXP disclosed no related‑party transactions involving Richardson; the Board’s independence and related‑party policies are robust and require independent director approval and ongoing review for any related person transactions .

Expertise & Qualifications

• Capital markets, investment banking, and TMT sector expertise (JPMorgan TMT head; Merrill Lynch MD), senior private equity leadership (Providence Equity); extensive public company committee leadership (chairs of UBS Compensation and Datadog Audit) .
• BXP-designated Audit Committee Financial Expert designation upon election underscores her financial reporting oversight capabilities .
• Education: BBA, University of Wisconsin–Madison .

Equity Ownership

Governance Assessment

• Signals supportive of investor confidence: independent status; expected Audit Committee appointment and “financial expert” designation; deep capital markets and audit/governance experience; board overboarding safeguards met .
• Alignment considerations: No BXP ownership as of the Feb 12, 2025 record date; however, BXP’s 5x retainer ownership guideline and one‑year vesting equity grant structure drive near‑term alignment for new directors .
• Conflicts/related party risk: No related‑party transactions disclosed involving Richardson; BXP maintains a pre‑approval/annual review policy for any related person transactions .
• Board effectiveness context: 2024 attendance exceeded 95% in aggregate; independent directors hold regular executive sessions; committees are fully independent with defined risk oversight responsibilities (Audit, Compensation, NCG, Sustainability) .

RED FLAGS: None disclosed specific to Richardson. Monitor for overboarding drift (given chairs at UBS/Datadog) and future equity ownership progress versus BXP’s 5x retainer guideline .