Mary Kipp

About Mary E. Kipp

Mary E. Kipp (age 57) is an independent director of BXP, serving since December 2021. She is President & CEO of Puget Sound Energy (and its parent, Puget Energy), bringing deep operating experience in regulated utilities and the clean-energy transition. She serves on BXP’s Audit and Sustainability Committees and has been designated an SEC “audit committee financial expert,” enhancing board oversight of financial reporting and risk. Education: BA, Williams College; JD, The University of Texas School of Law; alumna of Exeter College, Oxford University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Puget Energy, Inc. / Puget Sound Energy, Inc.	President, CEO, and Director	President (Aug 2019), CEO & Director (since Jan 2020)	Leads transition to 100% clean electricity; oversees largest electric and gas utility in Washington state .
El Paso Electric Company (EPE)	CEO; President & CEO; Director	CEO (Dec 2015–May 2017), President & CEO (May 2017–Aug 2019); Director (Dec 2015–Aug 2019)	Prior GC/CCO; broad P&L and regulatory leadership in a public utility .
Federal Energy Regulatory Commission	Prosecuting Attorney	Prior to 2007 (date not specified)	Enforcement/regulatory expertise .
Landis+Gyr	Director	Jun 2018–Jun 2019	Technology/energy metering experience .
El Paso Natural Gas Company; Greenberg Traurig, LLP	Attorney	Prior roles	Legal, compliance and energy sector exposure .

External Roles

Organization	Role	Tenure	Notes
Hawaiian Electric Company, Inc.	Director	Since Jan 2023	Utility board role (subsidiary; not a public company board) .
Williams College	Board of Trustees	Current	Governance of academic institution .
Challenge Seattle	Member	Current	Regional business leadership .
Edison Electric Institute	Executive Committee & Board; Co‑Chair, Wildlife Taskforce; Institute for Electric Innovation	Current	Industry leadership, policy and innovation focus .
Alliance to Save Energy; Energy Insurance Mutual	Former Director	Former	Energy efficiency and sector risk management .

Board Governance

Attribute	Details
Independence	Independent director per NYSE rules; Board concluded independence in 2025 determinations .
Committees (2024)	Audit; Sustainability .
Committee chair roles	None (Audit chaired by Bruce W. Duncan; Sustainability chaired by Diane J. Hoskins) .
Audit Committee financial expert	Yes (SEC-defined) .
Attendance	Each director attended >75% of Board/committee meetings in 2024; aggregate attendance >95% .
Meeting cadence (2024)	Board: 8; Audit: 8; Compensation: 8; NCG: 2; Sustainability: 2 .
Tenure on BXP Board	3.4 years as of May 20, 2025 (director since Dec 2021) .
Overboarding policy	BXP policy limits non‑employee directors to ≤3 other public boards; all 2025 nominees confirmed compliance .

Fixed Compensation (Director pay structure and 2024 actuals)

Item	Amount/Detail
2024 Fees Earned (actual)	$117,857 .
Deferral election (2024)	Yes; 1,690.85 deferred stock units (DSUs) credited for fees deferred in 2024 .
Board cash retainer (reference)	$85,000 annual .
Audit Committee member retainer (reference)	$15,000 annual (Chair: $20,000) .
Sustainability Committee member retainer (reference)	$10,000 annual (Chair: $15,000) .
Lead Independent Director / Chair adders (reference)	Lead Independent Director: $50,000; independent Chairman: $125,000 (if applicable) .
Meeting fees	None (no per‑meeting fees) .

Performance Compensation (Equity)

Element	Detail
2024 Stock Awards (ASC 718 value)	$148,500 .
Instrument and grant sizing (plan)	Annual non‑employee director equity grant sized at $165,000 “face value”; granted as restricted common stock and/or LTIP units; number determined by grant‑date price .
2024 grant specifics	On May 30, 2024 (fifth business day after annual meeting), each continuing non‑employee director received 2,835 shares and/or LTIP units; grant date NYSE price $58.19 (face value $165,000) .
Vesting	100% on the earlier of (1) first anniversary of grant or (2) next annual meeting .
Unvested at 12/31/24	2,835 LTIP units (unvested) .

Note: ASC 718 accounting values for LTIP units can differ from face value; the $148,500 reflects that accounting outcome for 2024 .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None .
Other board roles	Director, Hawaiian Electric Company, Inc. (since Jan 2023); multiple industry/non‑profit roles (see External Roles) .
Potential interlocks/conflicts	BXP discloses related‑party transactions; none involve Ms. Kipp. 2025 proxy lists JV relationships with Norges Bank affiliates and a lease with a BlackRock affiliate; no director‑specific conflicts attributed to Ms. Kipp .

Expertise & Qualifications

SEC “audit committee financial expert” designation; financial literacy and audit oversight .
Deep operating/regulatory experience as CEO of large regulated utility; focus on clean‑energy transition and reliability .
Sustainability oversight experience (member, Sustainability Committee) .
Legal and compliance background (former FERC prosecutor; GC/CCO roles) .

Equity Ownership

Component (as of Feb 12, 2025)	Amount
Common stock (beneficially owned)	542 shares .
LTIP units (Operating Partnership)	7,729 units (includes 2,835 unvested units) .
Deferred stock units included in “beneficially owned”	0 (none scheduled to settle within 60 days) .
Additional DSUs deferred beyond 60 days	5,502 DSUs (excluded from “beneficially owned” per SEC rules) .
Shares pledged as collateral	Not disclosed; BXP has anti‑pledging and anti‑hedging policies .
Director stock ownership guideline	5x annual cash retainer; directors expected to retain all equity until compliant .

Governance Assessment

Strengths
- Independent director with audit committee financial expert status; serves on Audit and Sustainability—core oversight levers for financial integrity, risk, and ESG .
- High engagement: BXP reports each director attended >75% of assigned meetings in 2024; board/committee attendance >95% aggregate .
- Pay alignment: significant equity component via annual time‑vesting LTIP units/restricted stock; ability to defer cash into DSUs (she did in 2024) increases ownership alignment .
- Governance policies: anti‑hedging/anti‑pledging; compensation clawback; majority voting; regular executive sessions; proxy access; updated political spending disclosure—all supportive of investor confidence .
- Overboarding risk controlled: BXP limits non‑employee directors to ≤3 other public boards; all nominees confirm compliance; Ms. Kipp has no current public company board seats .
Watchpoints
- External CEO role (Puget Sound Energy) implies significant time commitment; however, BXP’s overboarding policy and annual evaluations aim to ensure capacity, and each director met 2024 attendance thresholds .
- No related‑party transactions involving Ms. Kipp disclosed; continue monitoring for any BXP business in markets served by her employer (standard conflict review process in place) .

No insider trading Form 4 data is disclosed in the proxy; continue to monitor SEC filings for updates .