Owen Thomas

About Owen Thomas

Owen D. Thomas is Chairman and CEO of BXP, serving as CEO since April 2013 and Chairman since May 2022; he is 63 years old and holds a BS in Mechanical Engineering from the University of Virginia and an MBA from Harvard Business School . Under his leadership, BXP delivered 2024 diluted FFO per share of $7.12 versus a $7.10 target, increased revenue 4.1% to $3.4B, and executed ~5.6M SF of leasing with a 9.8-year WALT, including a strong Q4 2024 quarter (~2.3M SF) . Pay-versus-performance disclosures show BXP’s total shareholder return (TSR) equivalent value of a $100 investment at $69.01 in 2024 (vs. $90.43 in 2021), and the 2022 MYLTIP paid out at 57% of target based on three-year relative and absolute TSR outcomes . He serves on BXP’s Sustainability Committee and is non-independent as combined Chair/CEO; Joel I. Klein is the Lead Independent Director, with 9 of 11 directors independent and robust governance practices in place .

Past Roles

Organization	Role	Years	Strategic Impact
Morgan Stanley	Various senior roles incl. Head of Morgan Stanley Real Estate; President of Morgan Stanley Investment Management; CEO Morgan Stanley Asia Ltd.; Managing Director; Member of Management Committee	1987–2011	Built global real estate and capital markets expertise; led Asia operations; deepened institutional investment and risk management capabilities
Lehman Brothers Holdings Inc.	Director (Chairman March 2012–March 2013)	2012–present (Director); 2012–2013 (Chairman)	Governance and restructuring stewardship during post-bankruptcy proceedings
Grosvenor Group Limited	Director	2011–2013	Global property investment perspective; board-level strategic oversight

External Roles

Organization	Role	Years	Notes
Urban Land Institute (ULI)	Member and former Global Chairman	Not disclosed	Industry leadership and best-practice advocacy
Real Estate Roundtable	Director	Not disclosed	Policy and market engagement
Nareit	Advisory Board of Governors (member)	Not disclosed	REIT policy and market standards input
Economic Club of New York	Member	Not disclosed	Macroeconomic and policy network
Pension Real Estate Association	Member and former Chairman	Not disclosed	Institutional real estate capital markets engagement
Woodberry Forest School	Chairman of Board of Trustees	Not disclosed	Non-profit governance
University of Virginia Investment Management Company	Former Director	Not disclosed	Endowment investment oversight

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$925,000	$950,000	$950,000
Stock Awards (Grant-Date Fair Value, $)	$9,157,428	$9,261,028	$9,324,550
Non-Equity Incentive Paid ($)	$2,949,250	$2,721,300	$2,547,400
All Other Compensation ($)	$19,110	$31,636	$22,128
Total ($)	$13,050,788	$12,963,964	$12,844,078

2024 target total direct compensation mix: salary 6.9%, cash incentive 17.0%, LTI equity 76.1%, with 93%+ of CEO pay at risk .

Performance Compensation

Component	Metric	Weighting	Target	Actual/Outcome	Payout (% of target)	Vesting/Timing
2024 AIP (Cash)	Diluted FFO per Share ($)	30% (CEO)	7.10	7.12	103.0%	Cash paid in 2025
2024 AIP (Cash)	Short-Term Leasing (SF)	30% (CEO)	3.1M	3.1M	100.0%	Cash paid in 2025
2024 AIP (Cash)	Total Leasing (SF)	30% (CEO)	3.8M	5.5M	150.0%	Cash paid in 2025
2024 AIP (Cash)	Business & Individual Goals	40% (CEO)	Qualitative	Achieved key priorities	100.0%	Cash paid in 2025
2024 AIP Total	Weighted composite	100%	—	—	108.4%	CEO bonus $2,547,400
2024 LTI (Time-Based)	Restricted stock/LTIP units	45% of CEO LTI	—	Grants vest 25% annually over 4 years	—	Annual pro-rata vesting
2024 LTI (Performance-Based)	MYLTIP (Relative TSR 40%, Absolute TSR 40%, Leverage 20%)	55% of CEO LTI	As specified	Three-year performance (to Feb 2027) + 1-year transfer hold for TSR components	0–200% each component	Cliff vest after 3 years; TSR units transferable after 4 years

Changes for 2025:

AIP: B&I reduced to 30%, Earnings increased; Earnings metric changed to EBITDAre with company/regional measurement; CEO/Linde/LaBelle Earnings 40%, Regional EVPs 30% .
MYLTIP: Removed standalone absolute TSR, added aTSR modifier to rTSR; added Relative FFO per Share Growth (40%); Leverage remains 20% .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (common shares)	12,102 shares; includes 1,152 shares in family trusts where he is co-trustee (pecuniary interest disclaimed except to extent of interest)
Beneficial ownership (shares + units)	712,713 (includes LTIP units and common units convertible/redeemable into common stock), less than 1% of combined shares and units outstanding
LTIP units held	700,611 LTIP units (includes unvested and vested units)
Director compensation	As an employee director, receives no additional pay for board service
Stock ownership guideline	CEO required 6x base salary
Actual ownership vs. guideline	~53x base salary; he acquired ~$1.0M of BXP stock prior to joining in 2013, and has never sold any BXP shares or redeemed units since 2013
Anti-hedging/anti-pledging	Company prohibits hedging, pledging, short sales; insider trading policy on file (10-K Exhibit)

Employment Terms

Term	Detail
Agreement term	July 1, 2023 – December 31, 2026; no auto-renewal
Board service linkage	Board agreed to nominate him while CEO; he agrees to resign from Board upon termination if requested
Base salary	$950,000; cannot be decreased
Target bonus	$2,350,000; payout range 0–150% based on goals
LTI eligibility	Discretionary equity awards (options, RS/RSU/LTIP), time- and performance-based
Retirement eligibility	At age ≥62 and ≥10 years tenure, time-based equity fully vested; performance awards earned at full (no service proration) with standard post-vesting restrictions
Non-compete	Prohibits service in senior leadership or significant ownership in primarily office real estate competitors for the longer of 1 year post-termination or latest date of full vesting of any performance LTI; exception if termination follows a change in control
Severance (no CIC)	2x salary plus prior-year bonus (not less than target bonus)
Severance (CIC + termination)	Lump sum 3x salary + average bonus of prior 3 years; double-trigger equity vesting applies to time-based awards after CIC; Thomas not entitled to tax gross-up and subject to 280G cutback if beneficial
Benefits continuation	Up to 24 months (no CIC); up to 36 months (CIC)

Board Governance

Dual role: Combined Chairman & CEO since 2022; Board annually reviews leadership; Lead Independent Director role defined with robust responsibilities; current LID is Joel I. Klein .
Independence and committees: 9 of 11 directors independent; CEO Thomas is non-independent and serves on Sustainability Committee .
Meetings and oversight: Board met 8 times in 2024; aggregate attendance >95%; independent director executive sessions after each regular meeting; comprehensive risk oversight across Audit, Compensation, NCG, Sustainability .
Director pay (context): Non-employee director retainers and equity grants disclosed; employee directors receive no director compensation .

Say-on-Pay & Shareholder Feedback

Historical approval: 2020–2023 Say-on-Pay approvals were 88.6%–90.1% .
2024 result: 67.5% approval; Committee conducted targeted outreach to top holders and proxy advisors and implemented program changes for 2025 (AIP weightings; EBITDAre earnings metric; MYLTIP redesign) .

Compensation Peer Group and Benchmarking

Peer framework: FW Cook advises; peer group sized by total capitalization; BXP near median (52nd percentile) of peer total cap; office REIT custom index used for rTSR benchmarking in MYLTIP .

Vesting Schedules and Insider Selling Pressure

Time-based equity: 25% annual vesting over 4 years (January 15 each year); some awards cliff vest at year 4 .
Performance-based (MYLTIP): 3-year performance period; TSR-based units subject to 1-year post-vesting transfer restriction; catch-up cash dividends net of interim 10% distributions .
Selling pressure: Mr. Thomas has “never sold any shares of BXP common stock or redeemed any units in BPLP” since 2013, and pledging/hedging are prohibited—reducing potential forced selling risk .

Equity Ownership & Alignment (Detail)

Metric	Value
Common shares beneficially owned	12,102 (includes 1,152 in family trusts)
Common + units beneficially owned	712,713 (LTIP and common units), <1% of combined outstanding
LTIP units (detail)	700,611 (includes unvested awards; earned units subject to transfer holds per plan)
Ownership guideline	6x base salary requirement; actual ~53x salary

Performance & Track Record

2024 operations: Achieved diluted FFO per share of $7.12 (adjusted for debt issuance), revenue growth of 4.1% to $3.4B, ~5.6M SF total leasing (WALT 9.8 years), strong Q4 leasing (~2.3M SF), and accelerated development milestones (e.g., 300 Binney Street delivered early and 100% leased) .
Sustainability: Continued industry leadership; multiple awards (GRESB 5-Star; DJSI North America) .

Employment & Contracts (Retention Risk)

Contract horizon: Agreement runs through Dec 31, 2026; expiration will constitute a Qualified Retirement, with 2026 bonus paid and 2027 grant in respect of 2026 services likely, per disclosed practice—implying potential CEO succession planning needs and retirement eligibility already met .
Severance economics: 2x cash (no CIC) and 3x cash (CIC + termination) provide market-consistent protection; double-trigger vesting mitigates single-trigger windfalls .

Compensation Structure Analysis

High at-risk mix: 93%+ at-risk for CEO; 76% in equity; MYLTIP majority performance-based (55%)—strong pay-for-performance alignment .
Program enhancements: Incorporation of EBITDAre and FFO growth metrics in 2025 increases linkage to operating performance beyond market TSR .
Clawback and controls: Dodd-Frank-compliant clawback, anti-hedging/anti-pledging, no option repricing, policy against new tax gross-ups—robust governance features .

Related Party Transactions and Red Flags

Pledging/hedging: Prohibited for executives/directors (alignment positive) .
Tax gross-ups: No gross-ups for Mr. Thomas; legacy plans for certain others may include gross-ups (historical practice; not applicable to CEO) .
Absolute TSR concerns addressed: 2025 MYLTIP adds aTSR modifier to avoid above-target payouts during negative aTSR—responsive to shareholder feedback .

Board Service: Dual-role Implications

Combined Chair/CEO: Board articulates rationale and maintains Lead Independent Director with extensive authorities; 9/11 directors independent; Thomas serves on Sustainability Committee .
Independence: Thomas is a management director; committees (Audit/Compensation/NCG) composed solely of independent directors .
Attendance: Directors >95% aggregate attendance; executive sessions held regularly—supporting oversight despite combined role .

Director Compensation (for Thomas)

As an employee director, Thomas receives no separate director fees or equity; director compensation plan applies only to non-employee directors .

Investment Implications

Alignment: Very high personal equity ownership (~53x salary) and no selling since 2013, with anti-pledging/hedging policies—supports long-term alignment and reduces selling pressure risk .
Incentive design evolution: Addition of EBITDAre and FFO growth in 2025 shifts incentives toward operating execution, potentially reducing compensation beta to market-only TSR and improving pay-for-performance optics after the 2024 Say-on-Pay dip to 67.5% .
Retention/succession: Contract ends 2026 with Qualified Retirement treatment; he is retirement-eligible now. Expect succession planning and potential market focus on leadership transition timing; double-trigger CIC and clawback lessen governance risk .
Performance levers: 2024 leasing outperformance and on-time/early development delivery underpin near-term FFO stability; leverage goals embedded in MYLTIP (Average Leverage Ratio) align compensation with balance sheet management amid rate environment .