Timothy Naughton

About Timothy J. Naughton

Independent director of BXP since May 2024; age 64. Chairman of the Board at AvalonBay Communities; former CEO with 38+ years in REIT leadership. MBA from Harvard Business School and BA in Economics (High Distinction) from the University of Virginia (Phi Beta Kappa). Qualified as an SEC “audit committee financial expert.” Current BXP committees: Compensation and Sustainability; the Board expects to appoint him Compensation Committee Chair following the 2025 annual meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
AvalonBay Communities, Inc.	Chairman of the Board; Executive Chairman (2022); CEO (2012–2022); President (2005–2021); COO (2001–2005)	1989–present; Director since 2005; Chairman since 2013	Led multifamily REIT through growth cycles; deep capital allocation and development expertise
Welltower Inc.	Director	2013–2019	Healthcare REIT board experience (prior)
Nareit	Chairman (prior)	N/A	Industry leadership, policy engagement

External Roles

Organization	Role	Tenure	Notes
Park Hotels & Resorts Inc.	Director	Since Jan 2017	Lodging REIT directorship
Navitas Capital; Energy Impact Partners	Senior Advisor	N/A	PropTech and climate tech venture advisory
Real Estate Roundtable; ULI Multifamily Council	Member; former Chair	N/A	Policy and industry forums
Jefferson Scholars Foundation; UVA/Virginia Athletics Foundation; First Tee Virginia Blue Ridge	Board roles	N/A	Community and education affiliations

Board Governance

Independence: The Board determined Naughton is independent under NYSE rules; 9 of 11 BXP directors are independent, plus the 2025 nominee Julie Richardson . For Compensation Committee independence, the Board considered ordinary-course commercial relationships of companies where Klein, Duncan, and Naughton serve(d), concluded arms’-length terms, no involvement, and no pecuniary interest .
Committee assignments: Compensation (member), Sustainability (member); expected appointment as Compensation Committee Chair post-2025 meeting .
Attendance and meetings: Each director attended >75% of Board/committee meetings in 2024; aggregate attendance >95%. 2024 meetings: Board 8; Audit 8; Compensation 8; NCG 2; Sustainability 2. Naughton was appointed to Compensation and Sustainability on May 22, 2024 .
Financial expertise: Identified as an “audit committee financial expert” by the Board .
Overboarding policy: BXP limits non-employee directors to ≤3 other public company boards; all 2025 nominees confirmed compliance. Naughton currently serves on two other boards (AvalonBay; Park Hotels) .

Fixed Compensation

Component	Policy/Amount	2024 Amount (Naughton)
Annual Board cash retainer	$85,000 (paid quarterly; no meeting fees)	$64,038 (pro-rated from May 22, 2024)
Committee chair retainer	Audit $20,000; Compensation $15,000; NCG $15,000; Sustainability $15,000 (in addition to member retainer)	N/A in 2024 (member only)
Committee member retainer	Audit $15,000; Compensation $10,000; NCG $10,000; Sustainability $10,000	Included in total cash above (not broken out)
Chairman/Lead Independent Director retainer	$125,000 (Chairman if independent) or $50,000 (Lead Independent Director)	N/A
Reimbursements	Reasonable expenses reimbursed	As incurred

Director compensation earned in 2024:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Timothy J. Naughton	$64,038	$165,000	$229,038

Performance Compensation

| Equity Award | Grant Date | Type | Number of Shares/Units | Grant-Date Fair Value | Vesting | |---|---|---:|---:|---| | Annual director equity award | May 30, 2024 | Restricted common stock | 2,835 | $165,000 | 100% on earlier of 1-year anniversary or next annual meeting | | Unvested balance at 12/31/2024 | — | Restricted common stock | 2,835 | — | Unvested as of 12/31/2024 |

Notes:

Equity award sizing: $165,000 divided by closing price ($58.19 on May 30, 2024) produced 2,835 shares/units; directors could elect restricted stock or LTIP units. Naughton held 2,835 unvested common shares at year-end .
Director equity is time-based; no director performance metrics are disclosed. Company policies include clawback, anti-hedging, anti-pledging, and double-trigger vesting for time-based awards .

Other Directorships & Interlocks

Company	Role	Potential Interlocks/Considerations
AvalonBay Communities, Inc.	Chairman; Director	Multifamily REIT; Board deemed Naughton independent. Compensation Committee independence evaluation considered arms’-length ordinary-course transactions of companies with which certain directors serve(d), with no director involvement or pecuniary interest .
Park Hotels & Resorts Inc.	Director	Lodging REIT; independence confirmed under NYSE and BXP categorical standards .

Related-party transaction policy and disclosures:

BXP requires majority independent director approval for related-person transactions (Item 404). Annual review of ongoing transactions; non-approved transactions must be rescinded/amended where permissible .
Disclosed related-party relationships involve Norges Bank Investment Management joint ventures and a BlackRock-affiliated tenant; no Naughton-specific related-party transactions are reported .

Expertise & Qualifications

REIT leadership: Former CEO and current Chairman at AvalonBay; extensive capital markets and development experience .
Financial expertise: Board-designated “audit committee financial expert” .
Governance and risk: Service on Compensation and Sustainability Committees; broad board and industry roles (ULI, Real Estate Roundtable) .
Education: MBA (Harvard), BA Economics (UVA, Phi Beta Kappa) .

Equity Ownership

Holder	Common Stock Beneficially Owned (#)	Deferred Stock Units (#)	Common Units (#)	LTIP Units (#)	% of Common Stock	Notes
Timothy J. Naughton	2,835	—	—	—	<1%	Includes 2,835 unvested restricted shares . No pledges disclosed; anti-hedging/pledging policy applies company-wide .

Stock ownership guidelines for directors:

Expected to hold ≥5x the annual Board cash retainer (measured as greater of grant-date or measurement-date stock price). Until compliant, expected to retain all equity awards net of taxes .

Shareholder Voting Signals (Context for Compensation Oversight)

Director election (2025 annual meeting):

Nominee	For	Against	Abstain	Broker Non-Votes
Timothy J. Naughton	127,839,194	11,333,253	1,061,681	5,459,526

Say-on-pay (2025 annual meeting):

Proposal	For	Against	Abstain	Broker Non-Votes
Advisory vote on NEO compensation	123,529,793	15,365,180	1,339,155	5,459,526

Compensation Committee Analysis

Committee composition (2024): Klein (Chair), Duncan, Naughton, Walton, West; Naughton appointed May 22, 2024. All members are independent .
Responsibilities: CEO/NEO goal setting and pay decisions; equity awards; director compensation recommendations; oversight of incentive risk .
Advisor: FW Cook engaged as independent compensation advisor for market benchmarking and program design in 2024 .
Expected leadership: Board anticipates appointing Naughton as Compensation Committee Chair following the 2025 annual meeting, reflecting confidence in his governance leadership .

Governance Assessment

Strengths: Independent status; broad REIT operating and capital markets expertise; designated financial expert; strong committee engagement; robust related-party and independence frameworks; anti-hedging/pledging and clawback policies; clear director ownership guideline alignment mechanisms .
Signals: Solid shareholder support for his election and for say-on-pay (counts above), supportive of Compensation Committee oversight continuity as he transitions to Chair .
Watch items: Multiple external roles increase time commitments but remain within BXP’s overboarding limits; independence determinations acknowledged ordinary-course relationships and concluded no involvement/pecuniary interest, mitigating conflict risk . No Naughton-specific related-party transactions disclosed .