Michael Walsh

About Michael Walsh

Michael R. Walsh is Senior Vice President and Chief Accounting Officer (CAO) of BXP, responsible for financial reporting, property accounting, tax compliance, and supporting capital markets transactions. He joined BXP in 1986 and has served as CAO since May 2016, with a brief period as EVP, CFO & Treasurer of Paramount Group (Mar 2015–Mar 2016). He holds a BS, magna cum laude, from Eastern Nazarene College. Age 58 as of May 20, 2025; years at BXP: ~39; years as CAO: ~9 . Walsh is the principal accounting officer signing BXP’s SEC reports (e.g., Q3’25 10‑Q) .

BXP multi‑year performance context during his senior finance tenure:

• Revenues rose from $3.05B (FY’22) to $3.34B (FY’24), +4.1% YoY in FY’24 [FY’24 revenue: 3.340B; FY’23: 3.208B; FY’22: 3.053B]. EBITDA increased modestly over the same period (see table below).* [GetFinancials]
• Pay‑versus‑performance data show BXP’s five‑year TSR index path: 71.65 (2020), 90.43 (2021), 55.54 (2022), 61.55 (2023), 69.01 (2024), alongside FFO/share from 6.29 (2020) to 7.12 (2024) .

Past Roles

External Roles

Fixed Compensation

Not individually disclosed (Walsh is not a named executive officer (NEO) in the proxy). BXP discloses fixed pay only for NEOs; the CAO’s salary/bonus targets are not itemized in the DEF 14A –.

Performance Compensation

Company program design (applies to executives including finance leaders; NEO metrics and payouts shown for 2024):

• Annual Incentive Plan (AIP) metrics and outcomes for 2024:

  • Earnings (FFO/share) target $7.10; actual $7.12; payout 103% –.
  • Leasing: Short‑term target 3.1M SF; actual 3.1M SF; payout 100%. Total target 3.8M SF; actual 5.5M SF; payout 150% .
  • Business & Individual (B&I) goals: qualitative; NEO payouts ranged 90–110% .

• Long‑Term Incentive (LTI) structure:

  • 2024 MYLTIP: 40% Relative TSR, 40% Absolute TSR, 20% Average Leverage Ratio; 3‑year performance with an additional 1‑year holding period on TSR‑based units –.
  • 2025 MYLTIP changes: 40% Relative TSR with absolute TSR modifier; 40% Relative FFO/share growth; 20% Average Leverage Ratio (double‑emphasis on operating metrics and downside governance via aTSR modifier) .

Detailed 2024 AIP metrics/outcomes:

Note: Walsh’s individual weightings and payouts are not disclosed; table reflects program‑level design and NEO outcomes – .

Equity Ownership & Alignment

• Current beneficial holdings (derivative/equity units): Following a 2022 MYLTIP vesting event on Feb 10, 2025, Walsh held 32,184 LTIP units; 392 LTIP units were earned and vested, with an additional one‑year post‑vesting transfer restriction (until ~Feb 10, 2026). 667 LTIP units were forfeited as part of the final MYLTIP determination .
• Trading plans/10b5‑1: Not indicated on the cited Form 4; transaction reflects performance vesting rather than open‑market sale .
• Ownership guidelines: Senior Vice President minimum ownership = 1.5× base salary (includes common stock, common OP units, LTIP units; performance units excluded until earned). Compliance status for Walsh not disclosed .
• Hedging/pledging: Company policy prohibits hedging, pledging, and short sales by employees and directors .

Insider holdings and recent transaction

Vesting/lock‑up mechanics relevant to selling pressure:

• Performance LTIP awards: 3‑year performance period; earned TSR‑based units subject to an additional 1‑year post‑vesting transfer restriction (common for 2021–2025 MYLTIPs) .
• Time‑based LTI awards (where granted): typically 25% per year over four years .
• BXP has not granted stock options since 2013; no option repricing permitted .

Employment Terms

• Role and tenure: Senior Vice President, Chief Accounting Officer; joined BXP 1986; CAO since 2016 .
• Severance and CoC: BXP maintains change‑in‑control severance plans for (1) President/EVPs and (2) Senior Vice Presidents and long‑tenured VPs; both are double‑trigger and provide cash severance and benefits upon qualifying CoC termination (specific SVP multiples not itemized in proxy) . Company‑wide equity awards provide double‑trigger vesting upon CoC (if not otherwise canceled) –.
• Clawback: Dodd‑Frank compliant compensation recovery policy requires recoupment of erroneously awarded incentive‑based compensation following a material restatement (applies to covered executive officers) .
• Non‑compete/non‑solicit: Explicit terms are disclosed for NEO employment agreements; the proxy does not detail Walsh’s personal agreement terms –.

Multi‑Year Company Performance (context for CAO oversight)

*Values retrieved from S&P Global (GetFinancials).

YoY growth commentary:

• Revenues: +5.1% (FY’22→FY’23), +4.1% (FY’23→FY’24); 2‑year CAGR ≈ 4.5% (computed from values above).
• EBITDA: +2.2% (FY’22→FY’23), +2.8% (FY’23→FY’24) (computed from values above).*

Five‑year TSR index and FFO/share (Pay‑vs‑Performance disclosure)

Compensation Structure Analysis (program‑level insights, relevant to CAO)

• Shift toward operating metrics: For 2025, AIP earnings metric changed to EBITDAre; B&I weighting reduced by 10 pts (to 30%), increasing emphasis on quantitative earnings; regional EBITDAre used for regional EVPs .
• LTI focus tightening: 2025 MYLTIP added Relative FFO/share growth (40%) and replaced stand‑alone absolute TSR with an aTSR modifier on rTSR (governor on payouts when absolute TSR is negative) .
• Governance features: No option repricing; anti‑hedging/pledging; robust stock ownership guidelines (SVP: 1.5× salary); clawback is in force .
• Shareholder feedback: Say‑on‑pay support declined to 67.5% in 2024; Committee responded with greater emphasis on earnings metrics and TSR guardrails, and enhanced goal‑setting disclosure –.

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited by policy (reduces alignment risk) .
• Clawback: Active recovery policy (mitigates restatement risk) .
• Equity sale pressure: Recent Form 4 reflects earned PSUs/LTIP (no open‑market sales disclosed); TSR‑based awards carry a 1‑year post‑vesting holding period—a structural dampener on near‑term selling .
• Tax gross‑ups: Post‑2013 policy prohibits new gross‑ups; legacy participants in CoC plans (pre‑2014 eligibility) may retain gross‑up rights—individual status for Walsh not disclosed .

Investment Implications

• Accounting leadership stability: Nearly four decades at BXP and ~9 years as CAO suggest low retention risk and deep institutional knowledge supporting reporting quality and capital markets execution .
• Pay alignment and governance: Anti‑hedging/pledging, stock ownership requirements (SVP 1.5× salary), double‑trigger CoC treatment, and clawback provisions indicate strong alignment and risk controls; recent program changes increase weight on operating metrics and TSR governance, benefiting investors focused on earnings quality and leverage management – .
• Insider trading pressure: Recent activity reflects performance vesting rather than discretionary selling; one‑year post‑vesting lock for TSR‑based awards moderates near‑term sale overhang .
• Earnings and cash flow backdrop: Revenues and EBITDA have grown modestly since FY’22, while compensation metrics have shifted to EBITDAre and relative FFO growth—focusing management on cash earnings and leverage discipline that can support valuation re‑rating if execution continues [GetFinancials] –.

Citations:

• Executive bio/age/tenure and CAO responsibilities ; SEC signatory role .
• AIP metrics/outcomes and LTI structure – – –.
• Ownership guidelines and governance policies .
• Say‑on‑pay outcomes and investor feedback –.
• Insider Form 4 (Walsh) .
• Financials table: Revenues (with citations) and EBITDA (S&P Global, no doc citation).* Values retrieved from S&P Global.