William Walton

About William H. Walton, III

Independent director at BXP since May 2019; age 73. Co-Founder and Managing Member of Rockpoint Group, LLC with more than 40 years in real estate investment and development; AB from Princeton University and MBA from Harvard Business School. Currently serves on BXP’s Compensation Committee; independence affirmed under NYSE rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Rockpoint Group, LLC	Co-Founder and Managing Member	Not disclosed	Oversees origination, structuring and asset management of all Rockpoint investment activities; founding members have invested ~$80B in real estate since 1994
Westbrook Real Estate Partners, LLC	Co-Founder	Not disclosed	Co-founded real estate investment management firm
Morgan Stanley & Co., Inc.	Managing Director, Real Estate Group	Not disclosed	Senior leadership in capital markets and real estate

External Roles

Organization	Role	Tenure	Notes
FRP Holdings, Inc. (public)	Director	Since Feb 2015	Current public company directorship
Dream Finders Homes, Inc. (public)	Director	Jan 2021 – May 2023	Former public company directorship (past 5 years)
Crow Holdings (private)	Director	Since Dec 2007	Private company board
Corporate Office Properties Trust	Former Trustee	Not disclosed	Former role
Florida Rock Industries, Inc.	Former Director	Not disclosed	Former role
The St. Joe Company	Former Director	Not disclosed	Former role
American Enterprise Institute; University of Florida Investment Corporation; Princeton University entities	Director/Trustee/Advisory Board Member	Not disclosed	Non-profit and academic governance roles

Board Governance

Committee assignments: Compensation Committee member (not Chair); Compensation Committee met 8 times in 2024; BXP Board held 8 meetings in 2024.
Independence: Board determined nine of eleven directors (including Walton) are independent; each director attended at least 75% of Board/committee meetings in 2024; aggregate attendance >95%.
Executive sessions: Non-management (all independent) directors meet in executive session after each regular Board meeting, chaired by the independent Chair/Lead Independent Director.
Overboarding policy: Non-employee directors limited to 3 other public boards; all nominees confirmed compliance. Walton currently holds one other public board (FRP).
Compensation Committee practices: All members independent; retains FW Cook as independent advisor on executive compensation and equity awards.

Fixed Compensation

Metric	FY 2024
Fees Earned or Paid in Cash ($)	$95,000
Stock Awards ($)	$148,500
Total ($)	$243,500
Deferred Stock Units (DSUs) credited (#)	1,352.51
Standard Board Retainer ($)	$85,000 (non-employee directors)
Compensation Committee Member Retainer ($)	$10,000
Meeting Fees	None (no meeting fees)

Additional notes:

Walton deferred his cash retainers into DSUs under the Director Deferred Compensation Program.
Directors reimbursed for reasonable expenses to attend meetings.

Performance Compensation

Equity Award Type	Grant Date	Quantity	Vesting	Fair Value ($)
LTIP Units (time-based)	May 30, 2024	2,835	100% on the earlier of one year from grant or next annual meeting	Included in 2024 Stock Awards $148,500

Notes:

Annual director equity awards fixed-value ($165,000 in 2024) delivered in restricted stock and/or LTIP units; Walton had 2,835 unvested LTIP units as of 12/31/2024.
No performance metrics, options, or PSU frameworks are used for director compensation; awards are time-based.

Other Directorships & Interlocks

Company	Role	Committee/Interlock Notes
FRP Holdings, Inc.	Director	Current public company board; no BXP disclosure of related-party transactions with FRP involving Walton
Dream Finders Homes, Inc.	Former Director	Ended May 2023; no BXP disclosure of related-party transactions involving Walton in 2024

Compensation Committee interlocks: In 2024, Ayotte, Duncan, Klein, Naughton, Walton, and West served; none had relationships requiring Item 404 disclosure.

Expertise & Qualifications

Real estate investment and development, asset management, capital markets, and governance; public company board experience.
Strategic planning, risk oversight, and corporate governance competencies reflected in Board’s skills matrix.

Equity Ownership

Metric	Amount
Common Stock Owned (#)	0
Deferred Stock Units (#)	7,436
LTIP Units (#)	11,863
Unvested LTIP Units (#)	2,835
Total Shares and Units Beneficially Owned (#)	19,299
Ownership as % of Shares/Units Outstanding	<1%

Ownership alignment policies:

Director stock ownership guideline = 5× annual cash retainer; directors expected to retain all equity grants until compliant.
Anti-hedging and anti-pledging policies in effect for directors.

Governance Assessment

Independence and attendance: Walton is independent; Board reported strong attendance in 2024; non-management directors meet in executive session after each meeting—supportive of effective oversight and investor confidence.
Compensation alignment: Formulaic cash retainers and time-based equity (LTIP units/restricted stock); deferral into DSUs enhances ownership alignment; no options or performance-linked director awards—reduces risk of short-termism.
Conflicts and related-party exposure: No Item 404 related-party transactions involving Walton disclosed; Compensation Committee interlocks present but with no related-party concerns; robust related person transaction policy requires independent director approval.
Overboarding and roles: Walton holds one other public board (FRP), within BXP’s overboarding limits; extensive real estate and capital markets experience relevant to BXP’s strategy and risk oversight.

RED FLAGS

None disclosed for Walton in 2024: no related-party transactions, tax gross-ups, hedging/pledging, or attendance shortfalls. Continue monitoring for any potential transactions between BXP and Rockpoint, given Walton’s senior role at Rockpoint; none disclosed to date.