Matthew Lustig

About Matthew J. Lustig

Matthew J. Lustig (age 64) is an independent director of BXP, serving since January 2011 (≈14.3 years of tenure as of May 20, 2025). He is Chairman of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co., with 35+ years in real estate advisory and principal investing, including an active role in $400B+ of transactions and oversight of funds with $2.5B+ of equity capital; he holds a BSFS from Georgetown University . He is designated independent under NYSE standards and currently chairs BXP’s Nominating & Corporate Governance (NCG) Committee and serves on the Sustainability Committee .

Past Roles

Organization	Role	Tenure	Committees/Impact
Lazard Frères & Co.	Chairman, North America Investment Banking (since 2019); Head of North America Investment Banking (2012–2019); Head of Real Estate & Lodging (20+ years)	1990s–present (multi-decade)	Led strategic advisory across $400B+ real estate/lodging transactions
Lazard Real Estate Investment Business	Chief Executive Officer	Prior period (dates not specified)	Oversaw multiple funds with >$2.5B equity invested in REITs and operating companies
Atria Senior Living Group, Inc.	Chairman	Prior role	Position held until acquisition by Ventas, Inc. (May 2011)

External Roles

Organization	Role	Tenure	Notes
Ventas, Inc. (NYSE: VTR)	Director	Since May 2011	Healthcare/senior housing/research & innovation-focused REIT board service
Real Estate Roundtable; ULI; PREA; Council on Foreign Relations	Member/leadership	Ongoing	Industry policy and professional organizations
Wharton & Columbia Business Schools	Real Estate Centers (advisory)	Ongoing	Advisory roles
Georgetown University	School of Foreign Service Board of Advisors	Ongoing	Advisory role

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance (2 meetings in 2024); Member, Sustainability (2 meetings in 2024) .
Independence: Board determined Mr. Lustig is independent under NYSE rules; 9 of 11 current directors are independent .
Attendance: In 2024, each director attended >75% of Board/committee meetings; aggregate attendance >95% (Board held 8 meetings) .
Board refreshment: As NCG Chair, Lustig advanced board succession; notably, new nominee Julie G. Richardson was initially recommended by Mr. Lustig .
Overboarding policy: BXP limits non‑employee directors to ≤3 other public boards; all 2025 nominees comply .

Fixed Compensation

Component	Amount/Detail
Board cash retainer	$85,000 annual
NCG Committee – Chair retainer	$15,000 annual
Sustainability Committee – member retainer	$10,000 annual
Fees earned in 2024 (cash; mostly deferred)	$120,000 (Lustig deferred and received DSUs)
Equity award (annual)	$165,000 notional value (2024 standard); Lustig’s 2024 stock awards totaled $148,500 recognized value
Grant form and vesting	Restricted stock and/or LTIP units; 100% vest on the earlier of 1 year from grant or next annual meeting
2024 grant sizing example	On May 30, 2024, each non‑employee director received 2,835 LTIP units and/or shares (price $58.19 used for sizing)

Performance Compensation

| Performance metrics tied to director pay | None (director equity is time-based; no performance conditions) |

Other Directorships & Interlocks

Company	Role	Since	Sector/Focus
Ventas, Inc.	Director	2011	REIT with senior housing, research & innovation, and healthcare properties

Expertise & Qualifications

Capital markets and investment banking leadership; extensive real estate M&A/advisory (>$400B), principal investing, and REIT expertise .
Governance and succession: Chairs BXP’s NCG Committee; contributed to refreshment (e.g., Richardson nomination) .
Industry networks: Active in Real Estate Roundtable, ULI, PREA; advisory roles at leading business schools; CFR membership .
Financial literacy: Board’s skills matrix reflects strong corporate governance and capital markets expertise across nominees; Lustig brings capital markets and asset management depth .

Equity Ownership

Metric	Amount
Common stock directly/indirectly owned	10,000 shares (held via trust)
Deferred stock units (DSUs)	17,555 DSUs (settlement per plan); earned 1,711.47 DSUs from 2024 deferred fees
LTIP units (including unvested)	19,931 LTIP units; includes 2,835 unvested from 2024 director grant
Shares beneficially owned (SEC definition)	27,555 shares (includes DSUs settling within 60 days) — <1%
Shares and units beneficially owned (total)	47,486 — <1%
Ownership guidelines	Directors must hold ≥5x annual cash retainer; retain awards until in compliance
Hedging/pledging	Company policy prohibits hedging/pledging of Company securities

Governance Assessment

Board effectiveness and engagement: As NCG Chair, Lustig drives succession planning, board evaluations, and governance policy oversight; he helped source a new nominee (Richardson), signaling active refreshment and skills evolution aligned with BXP’s strategy .
Independence and attendance: Independent status, strong board/committee attendance standards, and independent committee leadership support robust oversight (each director >75% attendance; aggregate >95%) .
Compensation and alignment: Director pay blends cash retainers with time-based equity, with DSU deferrals enhancing alignment; Lustig deferred 2024 fees and holds shares/units/DSUs, alongside stock ownership guidelines (5x retainer) and anti-hedging/pledging policies, which support investor alignment .
Conflicts/related parties: No related-person transactions involving Mr. Lustig were disclosed; BXP’s independence standards and related-party review policy mitigates potential conflicts (e.g., given his Lazard role), and the Board affirmatively determined his independence .
Shareholder responsiveness context: Although not a Compensation Committee member, overall board responsiveness to the 2024 Say-on-Pay outcome (67.5% support) included investor outreach and program modifications for 2025, reflecting governance attentiveness that bolsters investor confidence .