Michael LaBelle

About Michael LaBelle

BXP’s Executive Vice President, Chief Financial Officer & Treasurer since January 2016 (joined BXP in 2000); age 61 as of May 20, 2025; B.S. in Economics from the University of Colorado . Under his finance leadership in 2024, BXP delivered diluted FFO per share of $7.12 (above target of $7.10), 4.1% revenue growth to ~$3.4B, and ~5.6M SF of total leasing with a 9.8-year WALT; BXP’s TSR (value of $100 investment) rose to $69.01 in 2024 from $61.55 in 2023 .

Past Roles

Organization	Role	Years	Strategic Impact
BXP	EVP, CFO & Treasurer	2016–present	Oversees finance, accounting, tax, internal audit, IR, capital markets, treasury, credit underwriting, financial strategy and planning .
BXP	SVP, CFO & Treasurer; SVP Finance; VP Finance	2005–2016	Advanced finance leadership, built capital markets capabilities .
Fleet National Bank	Vice President & Relationship Manager	1991–2000	Financed large-scale commercial real estate developments .
Office of the Comptroller of the Currency	Associate National Bank Examiner	Prior to 1991	Specialized in commercial real estate debt portfolio analysis and valuation .

External Roles

Organization	Role	Years	Notes
University of Colorado Real Estate Center	National Advisory Board (Member)	N/A	Industry-academic engagement .
Legacy Fund of the Medfield Foundation	Board Member	N/A	Community involvement .

Fixed Compensation

Component	2022	2023	2024
Base Salary ($)	525,000	550,000	550,000
Target Annual Cash Incentive ($)	1,250,000	1,250,000	1,250,000
Actual Annual Cash Incentive ($)	1,718,750	1,597,500	1,305,000

Notes:

2024 AIP total payout = 104.4% of target for LaBelle; 2024 category outcomes included FFO/sh earnings payout of 103% and leasing/B&I ranges noted by BXP; see Performance Compensation below .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 design for CFO

Metric	Weight	Target	Actual	Payout
Earnings (Diluted FFO/share)	30%	$7.10	$7.12	103% for category
Leasing (Overall BXP)	30%	Short-term 3.1M SF; Total 3.8M SF	Short-term 3.1M SF; Total ~5.6M SF	Short-term range 83–150%; Total range 114–150% (NEOs)
Business & Individual (Finance)	40%	Pre-set B&I goals	Committee assessed vs goals	90–110% range (NEOs)
Total AIP Payout (CFO)	—	—	—	104.4% of target ($1,305,000)

2025 AIP changes (for context): shift to EBITDAre earnings metric (40% weight for corporate execs) and reduce B&I to 30% in response to investor feedback .

Long-Term Incentives (LTI) – Equity structure and recent awards

Mix: For CFO, 50% performance-based (MYLTIP) and 50% time-based awards . Time-based vest 25% annually over 4 years; performance-based have 3-year performance period plus an additional 1-year holding period .
Design (2024 MYLTIP for 2023 performance): 40% relative TSR, 40% absolute TSR, 20% leverage ratio; payout 0–200% of target . For LaBelle, 2024 MYLTIP target LTIP units 37,384 (threshold 18,692) .
2022 MYLTIP outcome (performance ended Jan 31, 2025): paid at 31% of target for aTSR and 83% for rTSR; aggregate ~$3.71M for NEOs; earned units vest at period end but are not transferable for one additional year .

Award (LaBelle)	Grant Date	Type	Units/Value	Vesting
2024 time-based equity	Feb 2, 2024	Restricted stock/LTIP units (50/50 elected)	19,626 units; $1,222,250	25% each Jan 15, 2025–2028
2024 MYLTIP (2023 perf)	Feb 6, 2024	Performance LTIP units	Threshold 18,692; Target 37,384; $1,250,000 grant-date fair value	Earn over 3 years to Feb 5, 2027; 1-year holding to Feb 5, 2028
2025 LTI (2024 perf)	Jan 31/Feb 4, 2025	50% time-based; 50% MYLTIP	Total $3,000,000 (50/50 split)	Standard schedules; 2025 MYLTIP uses rTSR with aTSR modifier, FFO/sh growth, leverage

Equity Ownership & Alignment

Ownership (as of Feb 12, 2025)	Amount
Common shares beneficially owned	22,645
LTIP units beneficially owned	202,156
Total shares and units	224,801
Percent of shares/outstanding shares and units	<1%
Unvested time-based shares/units (12/31/2024)	38,194
Unearned performance-based units (12/31/2024)	46,562
2024 vested shares/units (value realized)	26,265; $1,761,532

Executive stock ownership guidelines: CFO requirement = 3.0x base salary; company prohibits hedging, pledging, short sales; options not granted since 2013 . Compliance status for the CFO is not disclosed in the proxy .

Employment Terms

Contract/term: Employment agreement with automatic one-year renewals; at-will with confidentiality, non-competition, non-interference, and non-solicitation covenants (geography limited to BXP markets); non-compete does not apply if terminated following a change in control .
Severance (no change in control): Cash severance = 1x (base salary + prior-year cash bonus); prorated target bonus for year of termination; 12 months benefits continuation; 12 months of additional vesting on time-based equity; performance-based equity determined at end of period and prorated .
Change-of-control (double-trigger within 24 months): Cash severance = 3x (base salary + average cash bonus over prior three years); full vesting of time-based equity; performance-based equity earned as of CoC date and fully vested; up to 36 months benefits; financial, tax prep, outplacement assistance; legacy excise tax gross-up eligibility for certain officers (CFO included) .
Estimated payout (illustrative, as of 12/31/2024): Involuntary termination within 24 months post-CoC = $16,209,037 total for LaBelle, including $6,585,000 cash severance, $2,840,106 unvested time-based equity, $2,059,997 earned MYLTIPs, $65,529 benefits continuation, $150,000 other benefits, and $4,508,405 excise tax gross-up .
Retirement eligibility: As of 12/31/2024, LaBelle satisfies “Rule of 70” (Qualified Retirement) for all time-based and performance-based LTI awards; earned units vest without service proration but remain subject to transfer restrictions/holding period .
Clawback: Dodd-Frank/NYSE-compliant clawback adopted Oct 2023; recovery of erroneously awarded incentive-based compensation after a material restatement; anti-hedging/pledging policy in effect .
Perquisites: 401(k) match $19,915; parking $9,240; life insurance $810 (total “All Other Compensation” = $29,965 in 2024) .

Compensation Structure Analysis

Cash vs equity mix: For 2024 target, CFO’s TDC comprised $550k salary, $1.25M target cash incentive, $3.0M target LTI (majority equity) .
Year-over-year shifts: Target LTI for CFO increased from $2.5M (granted in 2024 for 2023 performance) to $3.0M (2025 grants for 2024 performance), increasing emphasis on long-term equity .
Metric quality and investor feedback: 2024 Say-on-Pay fell to 67.5% (vs ~90% prior years); BXP responded by (i) reducing B&I weighting and (ii) shifting AIP earnings metric to EBITDAre; 2025 MYLTIP adds FFO/sh growth and converts aTSR to a modifier on rTSR to avoid above-target payouts during negative absolute returns .

Say-on-Pay & Governance Signals

Year	Say-on-Pay Approval
2020	88.6%
2021	89.6%
2022	90.1%
2023	89.5%
2024	67.5%

Compensation oversight: Independent Compensation Committee; FW Cook as independent advisor; double-trigger vesting for time-based equity; no new tax gross-ups policy since 2014 (legacy gross-up rights remain for certain officers) .

Investment Implications

Pay-performance linkage: 2024 AIP tied to FFO/share (exceeded target) and robust leasing; CFO’s payout at 104.4% corroborates measured achievement vs plan while maintaining majority-of-pay in equity .
Alignment and overhang: LaBelle holds 224,801 shares/units (<1%); meaningful unvested and unearned awards (38,194 time-based; 46,562 performance units) support continued alignment, with anti-hedging/pledging policy reducing misalignment risks .
Retention risk: Qualified Retirement status for all LTI (Rule of 70) reduces service-based vesting friction and may elevate medium-term retention risk; however, performance awards still depend on 3-year outcomes and include additional holding periods that moderate near-term selling pressure .
Change-in-control optics: Double-trigger protection is standard, but legacy excise tax gross-up eligibility and sizable modeled payouts (>$16M) are shareholder-unfriendly elements that could draw governance scrutiny in a transaction scenario .
Program evolution: 2025 shifts (EBITDAre in AIP; FFO/sh growth and TSR modifier in MYLTIP) address investor feedback and should strengthen operating alignment going forward, a positive signal for capital allocation discipline under the CFO’s remit .