Rodney Diehl

About Rodney Diehl

Rodney C. Diehl, age 60, is Executive Vice President, West Coast Regions at BXP (since February 2024), responsible for overseeing operations and developing new business opportunities across San Francisco, Los Angeles, and Seattle; he joined BXP in 2005 after prior roles at Bedford Property Investors, Koll Management Services, and Cushman & Wakefield . He holds a BA in Economics from the University of California, Davis, and an MBA from St. Mary’s College, and is a licensed California officer and real estate broker with active industry affiliations (ULI, NAIOP, ICSC; Fisher Center Policy Advisory Board) . As context for his inaugural year as EVP, BXP reported 2024 diluted FFO per share of $7.12 and a pay-versus-performance TSR value of $69.01 for a hypothetical $100 investment, reflecting sector headwinds noted by management during 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
BXP	Senior Vice President, Leasing (Bay Area)	2005–Sep 2023	Led Bay Area leasing; long-standing regional production and client relationships .
BXP	Senior Vice President & Co-Head, West Coast Regions	Sep 2023–Feb 2024	Transition leadership ahead of elevation to EVP; supported multi-market coordination .
Bedford Property Investors	Regional Manager, Northern California; SVP, Acquisitions	1997–2004 (Mgr 1997–2004; SVP 2004–2005)	Regional portfolio oversight; acquisition execution .
Koll Management Services; Cushman & Wakefield	Various roles	1994–1997	Early career operating and brokerage experience .

External Roles

Organization	Role	Years	Strategic Impact
Urban Land Institute (ULI)	Member	n/a	Industry best practices and network access .
NAIOP; ICSC	Member	n/a	Leasing/market intelligence and stakeholder connectivity .
Fisher Center for Real Estate + Urban Economics (UC Berkeley)	Policy Advisory Board Member	n/a	Academic/industry interface on real estate economics .

Fixed Compensation

BXP does not disclose Diehl’s individual base salary or target bonus because he is not a Named Executive Officer (NEO) in the proxy; however, the EVP compensation framework mirrors the program used for NEOs: for 2024, ~91% of aggregate NEO target total direct compensation (TDC) was at‑risk, with 50% of EVP LTI in performance-based equity and 50% in time-based equity; annual incentives are formulaic and tied to diluted FFO/share, leasing, and business & individual (B&I) goals (max 150% of target) .
BXP employs FW Cook as its independent compensation consultant and calibrates targets to peer and market data, performance, retention risk, and trends .

Performance Compensation

Annual Incentive Plan (AIP) – 2024

Metric	Weighting	Target	Actual	Payout
Earnings: Diluted FFO per share	Committee increased earnings weighting for 2025 (reduced B&I from 40%→30%); 2024 B&I weighting was 40% .	$7.10 (2024 CEO example)	$7.12 (2024)	103% of target for earnings category (applied across NEOs) .
Leasing (square feet)	Company uses short‑term and total targets	CEO: Total 3.8M sf target	CEO: 5.5M sf actual	CEO category payout 150%; NEO leasing payouts ranged from 114%–150% (total) and 83%–150% (short-term) .
Business & Individual (B&I) goals	40% in 2024; reduced to 30% for 2025	Pre-set qualitative/quant. goals	Achieved	Typical 100% payout for 2024 for CEO and selected NEOs .

Notes: The AIP design and 2024 outcomes above are program-level references from disclosed NEO examples; Diehl’s individual AIP targets and payouts were not disclosed .

Long-Term Incentive (LTI) – MYLTIP Structure and Vesting

Component	Weight	Performance Period	Key Mechanics
Relative TSR (vs custom peer index)	40% (2024 awards)	3 years	Earnout 0–200% based on rTSR; earned units vest at end of period; TSR-based earned units subject to additional 1‑year post‑vesting transfer hold .
Absolute TSR	40% (2024 awards)	3 years	0–200% scale (e.g., +10% aTSR = 100%, ≥+60% = 200%, ≤−40% = 0%) .
Average Leverage Ratio	20% (2024 awards)	3 years	Earnout tied to Net Debt/EBITDAre-cash averages at specific measurement dates; 0–200% payout range .
Dividends/Distributions	n/a	During performance	Only 10% of regular dividend paid on unearned LTIP units during performance; catch‑up cash paid after performance on earned units, net of what was paid .
2025 Design Changes	n/a	Future awards	Eliminated standalone absolute TSR; added earnings-based component (3‑yr diluted FFO/share growth vs custom office REIT peer group) and made absolute TSR a modifier to relative TSR .

Time-Based LTI Awards (EVP/NEO framework)

Standard vesting: equal annual installments over four years (25% per year), with scheduled vest dates on or around January 15; certain EVPs/NEOs also receive cliff-vesting awards (e.g., vest in full in year 4) .
Grant timing: late Jan/early Feb, effective date following the second trading day after year-end results release; equity approved in dollar values and converted to shares/units at grant date price .

Equity Ownership & Alignment

Policy/Item	Detail
Stock Ownership Guidelines (Executive Vice President, Regional Manager)	2.0x base salary; five years from January 1 following appointment to comply; counts common stock, common units, LTIP units (excludes unearned performance units); options do not count .
Hedging, Pledging, Margin	Prohibited for all employees and directors (no hedging, no pledging, no margin purchases) .
Clawback	Compensation Recovery Policy adopted Oct 2023 for SEC/NYSE compliance; recoupment of erroneously awarded incentive-based compensation after a restatement (applies to execs); prior clawback also remains for pre‑Oct 2023 compensation .
Option Practices	No option grants since 2013; no option repricing .
Beneficial Ownership Disclosure	Proxy tabulates directors/NEOs and group holdings; Diehl is not individually enumerated (table lists directors, nominees, NEOs, and totals for all directors/executive officers as a group) .

Implication for selling pressure: MYLTIP awards carry a 3‑year performance period plus a one‑year post‑vesting transfer restriction for TSR-based components, delaying monetization to at least year 4; time‑based awards vest 25% annually, creating smaller, periodic liquidity events .

Employment Terms

Scenario	EVP/Executive Plan Terms (program framework)
Termination without Cause / Good Reason (pre‑CIC)	For “other NEOs” (as a proxy for EVP design): cash severance equal to 1x base salary plus prior year cash bonus (if any); target bonus pro‑rated for year of termination (for other NEOs, not CEO/Spann); additional 12 months vesting for time-based equity; performance LTI earned at end of period and pro‑rated for service; up to 12 months of health benefits .
Termination without Cause / Good Reason within 24 months after Change in Control (double‑trigger)	Lump‑sum cash equal to 3x (base salary + 3‑yr average annual cash bonus); full vesting of time-based awards; performance LTI earned as of CIC date based on performance through that date (no service proration); up to 36 months health; outplacement/financial counseling; no new gross‑ups for post‑2013 eligibles; pre‑2014 eligibles may retain legacy gross‑ups per plan history .
Change in Control without termination	No additional cash; performance LTI measured as of CIC date for earned amounts; time‑based remains outstanding unless later double-trigger is met .
Death or Disability	Full vesting of time-based awards; performance LTI earned at end of period without service proration; health benefits for specified periods .
Double‑trigger policy	Time-based awards accelerate only upon qualifying termination within 24 months after CIC (double‑trigger) .

Note: BXP maintains change‑in‑control severance plans for the President and Executive Vice Presidents (double‑trigger design); officers who became eligible before January 2014 may retain excise tax gross‑ups, while new plans follow a “no tax gross‑up” policy; individual enrollment terms for Diehl are not specifically disclosed in the proxy .

Investment Implications

Pay-for-performance alignment: Cash incentives tied to diluted FFO/share and leasing productivity, and LTI weighted to rTSR and leverage (with 2025 adding FFO/share growth vs peers and an absolute TSR modifier), align EVP incentives with shareholder value and balance-sheet discipline .
Selling pressure and retention: MYLTIP’s 3‑year performance horizon and one‑year post‑vesting holding period delay monetization and reduce near‑term selling pressure from performance awards; time-based awards vest over four years, creating recurring but measured liquidity points that can be monitored for insider sales once reported on Form 4s .
Governance and risk mitigants: Robust clawback, anti‑pledging/hedging policy, double‑trigger CIC equity, and no option repricing reduce misalignment and governance risk; “no new gross‑up” policy further aligns with shareholder preferences .
Retention economics: EVP-level double‑trigger CIC protection (3x multiple construct in program framework) and pre‑set severance/vesting rules reduce exit friction and support continuity through industry downcycles—relevant given 2024’s negative office sentiment backdrop and West Coast market challenges/opportunities under Diehl’s remit .
Ownership alignment: EVP ownership guideline of 2x salary and five‑year compliance runway for promotions fosters skin‑in‑the‑game; BXP counts vested/unvested full‑value equity and OP units toward guidelines (excluding unearned performance units and options) .

Key data gaps: Diehl’s individual base salary, target/actual bonus, grants, vesting quantities, and beneficial ownership are not separately disclosed in the 2025 proxy (he is not an NEO); monitoring future proxies and Forms 4 will be necessary to quantify personal exposure and potential selling pressure .