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
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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 .