Peter Otteni

About Peter Otteni

Peter V. Otteni is Executive Vice President and Co-Head of BXP’s Washington, DC Region, responsible for development, construction, and marketing in the DC market; he joined BXP in 2000 and has served as EVP since January 2022. He holds a BS in Commerce from the University of Virginia and an MBA (Real Estate) from UNC Kenan-Flagler; age 51 as of the May 20, 2025 annual meeting . Recent company performance context relevant to his role: BXP delivered diluted FFO per share of $7.12 in 2024, increased revenue 4.1% to $3.4B, signed ~5.6M SF of leases (WALT 9.8 years), and advanced DC strategy via acquiring 725 12th Street with a ~152k SF anchor client; pay-versus-performance TSR measure shows the value of an initial $100 BXP investment at $69.01 in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
BXP	EVP, Co-Head Washington, DC Region	Jan 2022–present	Leads DC region development, construction, and marketing; integral to regional leasing and redevelopment priorities .
BXP	SVP, Co-Head Washington, DC Region	Apr 2021–Dec 2021	Transition to regional leadership; joint oversight of DC business .
BXP	SVP, Head of Development	Jan 2016–Apr 2021	Led development pipeline, contributing to value creation through project execution .
BXP	VP, Development	Jan 2006–Jan 2016	Advanced large-scale development initiatives in DC .
BXP	Various positions	2000–2006	Built foundational experience in development and market execution .

External Roles

Organization	Role	Years	Strategic Impact
March of Dimes (National Capital Area Region)	Board of Directors	Not disclosed	Community involvement; enhances regional relationships and reputation .

Fixed Compensation

Base salary and target/actual bonus are not disclosed for Mr. Otteni in the proxy because he is not a Named Executive Officer (NEO). BXP determines EVP pay within a structured program benchmarking to a peer group and aligning with company strategy and pay-for-performance philosophy .

Performance Compensation

BXP’s incentive framework (applies to EVPs; NEO examples shown) uses formulaic annual incentives and multi-year equity aligned to earnings, leasing, TSR, and leverage.

Metric	Weighting	Target Setting	Payout Scale	Vesting/Mechanics
Annual Incentive Plan (AIP) – Earnings (FFO/share)	For Regional EVPs (using Koop/Spann reference): 20%	Committee sets rigorous annual goals; considers external factors and prior-year results	<Threshold: 0%; Threshold: 50%; Target: 100%; ≥Max: 150% of target	Cash payout based on formulaic achievement .
AIP – Leasing (Regional)	For Regional EVPs: 40%	Regional leasing goals reflect market conditions; reduction of medium-term expirations highlighted	Same scale as above	Cash payout; objective volume/term targets .
AIP – Business & Individual (Regional)	For Regional EVPs: 40%; reduced to 30% in 2025, with EBITDAre emphasis	Qualitative goals for strategic execution; 2025 reductions to emphasize quantitative metrics	Same scale as above	Cash payout; governance-driven adjustments .
MYLTIP 2024 – Relative TSR	40%	Relative to custom office REIT index; ±1,000 bps vs index maps to 0–200%	0–200% of target units	3-year performance period; cliff vest; 1-year post-vesting transfer restriction .
MYLTIP 2024 – Absolute TSR	40%	Absolute TSR hurdles; company-wide alignment	0–200%	3-year; cliff vest; transfer restriction .
MYLTIP 2024 – Average Leverage Ratio	20%	BXP’s share of Net Debt / BXP’s share of EBITDAre–cash (annualized); average over 3 years	0–200%	3-year; cliff vest; transfer restriction .
MYLTIP 2025 – rTSR with absolute TSR modifier	40% (rTSR component)	Adds absolute TSR modifier to dampen payouts if absolute TSR negative	0–200% with modifier	3-year; cliff vest .
MYLTIP 2025 – FFO per share growth (relative)	40%	3-year diluted FFO/share growth vs custom peer group	0–200%	3-year; cliff vest .
MYLTIP 2025 – Leverage	20%	Continuation of leverage discipline metric	0–200%	3-year; cliff vest .

Insider activity indicators:

Form 4 filings for Peter V. Otteni on Feb 3–5, 2025 and Aug 9, 2024 show grants/changes in beneficial ownership consistent with LTIP participation; additional activity noted Nov 17, 2025. Specific quantities/prices are in the SEC forms (see links) .

Equity Ownership & Alignment

Policy/Disclosure	Detail	Implication
Mandatory minimum ownership (executives)	CEO 6x salary; President 5x; Senior EVP 5x; EVP CFO 3x; EVP Regional Manager 2x; SVP 1.5x. Compliance measured against grant/purchase price or current price, whichever higher; five years to comply .	For Mr. Otteni (EVP, Regional Manager), guideline = 2x base salary; strong alignment requirement .
Anti-hedging/anti-pledging	Hedging, short sales, margin purchases, and pledging company securities prohibited for all employees/directors .	Reduces misalignment and forced sale risk .
Clawback	Dodd-Frank-compliant clawback requires recovery of erroneously awarded incentive compensation for last 3 fiscal years upon a material restatement; legacy policy also permits recovery of “excess compensation” .	Limits payout on misstated results .

Note: The proxy’s beneficial ownership table covers directors and NEOs, not Mr. Otteni, so total shares/units and % outstanding for Otteni are not disclosed .

Employment Terms

Term	EVP Plan Provisions	Notes
Change-in-control (CIC) cash severance	Two CIC severance plans exist; the plan for President and EVPs provides severance upon an involuntary or constructive termination within 24 months post-CIC; double-trigger .	Market-standard REIT structure; encourages focus during transactions .
CIC severance multiple	Lump sum equal to 3x base salary + average annual cash bonus over prior 3 years (Thomas uses target if greater) .	Applies to EVPs; enhances protection in M&A .
Equity treatment at CIC	Time-based awards: full vesting on double-trigger; Performance awards: earned units determined at CIC date; fully vested; no proration .	Preserves earned value; aligns with shareholders .
Health/other benefits at CIC	Up to 36 months of benefits continuation; financial counseling/tax prep/outplacement may be provided .	Transitional support .
Tax gross-ups	No new tax gross-ups since 2013; some executives eligible under legacy plans; not applicable to CEO; policy formalized in 2014 .	Shareholder-friendly governance .
Non-compete/solicit	EVP employment agreements (examples: Linde, LaBelle, Koop) include non-compete/non-solicit with geographic scope limited to BXP’s markets; waived if terminated post-CIC; auto-renew terms .	Indicates typical EVP restrictions; specific terms for Otteni not disclosed .

Governance and Shareholder Feedback

Metric	2020	2021	2022	2023	2024
Say-on-Pay approval (%)	88.6%	89.6%	90.1%	89.5%	67.5%

2024 investor outreach led by the Lead Independent Director and Compensation Committee members resulted in 2025 changes: reduced B&I weighting; added 3-year relative FFO/share to MYLTIP; integrated absolute TSR as a modifier to rTSR to avoid excessive payouts on negative absolute TSR .

Performance & Track Record

DC-region strategic execution: acquisition of 725 12th Street with ~152k SF anchor client strengthens pipeline; 2024 leasing momentum reduced expirations in 2026–2027 across BXP portfolio; 300 Binney Street life sciences project delivered ahead of schedule (company achievements) .
Company performance: 2024 diluted FFO/share $7.12, revenue $3.4B (+4.1% YoY), ~5.6M SF signed, WALT 9.8 years; TSR value of initial $100 at $69.01 (context for long-term value creation) .

Compensation Peer Group (Benchmarking)

BXP targets competitive pay at approximately the median (50th percentile) versus a large-cap real estate peer set (FW Cook advised selection by total capitalization), including American Tower, Prologis, Digital Realty, Essex, AvalonBay, Ventas, Welltower, and office peers (e.g., SL Green, Vornado, Kilroy); BXP’s total capitalization ranked ~52nd percentile vs peers as of 12/31/2024 .

Investment Implications

Alignment strong: mandatory ownership multiple (2x salary for regional EVPs), clawback, anti-pledging/hedging, double-trigger vesting, and MYLTIP design that balances TSR with leverage and earnings (FFO/share) promote pay-for-performance and balance-sheet discipline .
Retention/M&A: EVP CIC terms (3x salary+avg bonus; full vesting on double-trigger) reduce turnover risk in transactions but can create potential payout overhang; however, no new tax gross-ups policy mitigates shareholder concerns .
Trading signals: recent Form 4 activity confirms ongoing LTIP participation; absent disclosed sales, sustained grant-driven vesting may create periodic withholding-related dispositions rather than directional selling; monitor upcoming vest dates and region-level leasing momentum in DC for performance-linked payouts .

Notes: Many quantitative details (salary, target/actual bonus, award sizes) are not disclosed for Mr. Otteni because he is not an NEO; the analysis therefore focuses on disclosed company-wide policies, plan mechanics, and verified insider filings indicating equity participation. All figures and policies cited are from BXP’s 2025 Proxy Statement and linked SEC filings. .