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 .