This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you
should read the entire proxy statement carefully before voting.
STOCKHOLDER VOTING MATTERS
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Voting Matter
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Board Vote
Recommendation
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Page Reference
for more
information
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Item 1 Election of Directors
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FOR each nominee
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15
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Item 2 Advisory Vote on Named Executive Officer Compensation
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FOR
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71
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Item 3 Ratification of Independent Registered Public Accounting Firm
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FOR
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72
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CORPORATE GOVERNANCE HIGHLIGHTS
Board Leadership Transition; Chairman Emeritus
Following a deliberate and
structured process, our Board of Directors will undergo an orderly transition of its leadership at the 2016 annual meeting of stockholders. Mr. Mortimer B. Zuckerman, who co-founded Boston Properties in 1970 and has served as the Chairman
of the Board of Directors since our initial public offering in June 1997, will not be standing for re-election at the annual meeting. In addition, Mr. Ivan G. Seidenberg, who has served as our initial lead independent director and was
instrumental in assisting in the leadership transition process of our Board of Directors, will also not be standing for re-election to our Board of Directors. Immediately following the 2016 annual meeting, Mr. Joel I. Klein will serve as
our lead independent director and will assume leadership responsibilities for our Board of Directors together with Mr. Owen D. Thomas, our Chief Executive Officer.
In light of the extraordinary contributions that Mr. Zuckerman has made to Boston Properties over his career and in recognition of his long and dedicated service as
Chairman of the Board, our Board of Directors has conferred the honorary title of Chairman Emeritus upon Mr. Zuckerman effective upon the completion of his term as a director. Our Board expects that, as Chairman Emeritus, Mr. Zuckerman
will continue to attend meetings of our Board of Directors and provide advice and counsel to our Board despite no longer formally serving as a director or officer of Boston Properties.
New Director Nominees; Director Succession
Led by our Nominating and
Corporate Governance Committee, our Board of Directors remains focused on ensuring a smooth transition if and when directors decide to retire or otherwise leave our Board and ensuring that the composition of our Board is systematically refreshed so
that, taken as a whole, the Board has the desired mix of skills, experience, reputation and diversity relevant to our strategic direction and operating environment, as well as the knowledge, ability and independence to continue to deliver a high
standard of governance expected by investors. For more information on this process, see
Corporate Governance Principles and Board Matters The Board of Directors Composition of the Board of Directors; Director Succession
Planning
beginning on page 4 of the proxy statement.
After concluding the first phase of this process, our Board of Directors is delighted to nominate two
new candidates for election to our Board of Directors at the 2016 annual meeting Ms. Karen E. Dykstra and Mr. Bruce W. Duncan.
Ms. Dykstra brings significant strategic, operational, financial and oversight experience having most recently served as AOL, Inc.s Chief Financial and
Administrative Officer. Ms. Dykstra also brings important insight on the technology industry, which we expect will grow its overall share of leased space in our portfolio. She currently serves on the Board of Directors of Gartner, Inc., an
independent provider of research and analysis on information technology, computer hardware, software, communications and related technology industries, and she was recently appointed to the Board of
Directors of VMware, Inc., a company that provides cloud and virtualization software and services. Finally, our Board of Directors has determined that Ms. Dykstra qualifies as an audit
committee financial expert if she is appointed to serve on our audit committee in the future.
Mr. Duncan brings to Boston Properties more than 30 years of
diverse real estate executive management and investment experience, including as a chief executive officer and a director. Mr. Duncan currently serves as the Chief Executive Officer and President of First Industrial Realty Trust, Inc., a
leading owner and operator of industrial real estate and provider of supply chain solutions to multinational corporations and regional customers, and he is the Chairman of the Board of Starwood Hotels & Resorts Worldwide, Inc. Among other
prior positions, Mr. Duncan served as President and Chief Executive Officer of Equity Residential, one of the largest publicly traded apartment REITs in the United States, and he served as President and Chief Executive Officer of Cadillac
Fairview Corporation, one of North Americas largest owners and developers of retail and office properties. Our Board of Directors has also determined that Mr. Duncan qualifies as an audit committee financial expert if he is appointed to
serve on our audit committee in the future.
For more information on Ms. Dykstra and Mr. Duncan, see
Proposal 1: Election of Directors
Information Regarding the Nominees and Executive Officers
beginning on page 16.
SNAPSHOT OF BOARD COMPOSITION
The table below is a snapshot of the expected composition of our Board of Directors immediately following the 2016 annual meeting assuming the election of
all nominees named in the proxy statement. For comparison purposes, the table also presents comparable metrics for the constituents of the S&P 500 Index, of which Boston Properties is a member. (Data for the S&P 500 is based on the
Spencer Stuart Board Index 2015
.)
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Boston
Properties
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S&P 500
Average
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Total Number of Directors
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11
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10.8
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Percentage of Independent Directors
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82%
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84%
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Average Age of Independent Directors
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67.0
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63.1
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Average Tenure of Directors (years)
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7.9
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8.5
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CEO also Serves as Chairman
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No
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52%
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Lead Independent Director
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|
|
Yes
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|
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98%
1
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Number of Female Directors
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2
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2.1
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Percentage of Designated Audit Committee Financial Experts
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36%
2
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23%
2
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(1)
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For the S&P 500, represents the percentage of companies without an independent chairman that have a lead/presiding independent director.
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(2)
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For Boston Properties, represents the percentage of directors formally designated as audit committee financial experts for current or possible future service on the audit committee. For the S&P 500, represents the
percentage of all S&P 500 directors that have been identified as audit committee financial experts.
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SNAPSHOT OF GOVERNANCE AND COMPENSATION POLICIES
The table below presents a snapshot of other governance and compensation policies.
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Annual Election of All Directors
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Yes
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Majority Voting for Directors
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Yes
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Regular Executive Sessions of Independent Directors
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Yes
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3% / 3-year / 25% of Seats Proxy Access Right
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Yes
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Annual Board and Committee Self-Evaluations
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Yes
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Disclosure of Policy on Company Political Spending
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Yes
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Code of Business Conduct and Ethics for Employees and Directors
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Yes
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Stock Ownership Requirements for Executives
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Yes
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Stock Ownership Requirements for Directors
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Yes
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Anti-Hedging, Anti-Short-Sale and Anti-Pledging Policies
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Yes
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Compensation Clawback Policy
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|
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Yes
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Double-Trigger Vesting for Time-Based Equity Awards
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Yes
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No Future Tax Gross-Up Provisions
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Yes
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Target Compensation above Market Median
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No
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Proxy Statement
Table of Contents
April 1, 2016
PROXY STATEMENT
This proxy statement is being made available
to stockholders of Boston Properties, Inc. (we, us, our, Boston Properties or the Company) on or about April 1, 2016 via the Internet or by delivering printed copies by mail, and is
furnished in connection with the solicitation of proxies by the Board of Directors of Boston Properties, Inc. for use at the 2016 annual meeting of stockholders of Boston Properties, Inc. to be held on Tuesday, May 17, 2016 at 10:00 a.m.,
Eastern Time, at Lotte New York Palace Hotel, 455 Madison Avenue, 5
th
Floor, New York, New York, and at any adjournments or postponements thereof.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy
materials?
As permitted by rules adopted by the Securities and Exchange Commission (SEC), we are making this proxy statement and our 2015 annual
report, including a copy of our annual report on Form 10-K and financial statements for the year ended December 31, 2015, available to our stockholders electronically via the Internet. On or about April 1, 2016, we began mailing to many of
our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access this proxy statement and our annual report online, as well as instructions on how to vote. Also on or about
April 1, 2016, we began mailing printed copies of these proxy materials to stockholders that have requested printed copies. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you
request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may vote via the Internet. If you received a
Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Our 2015 annual report is not part of the proxy solicitation material.
What is the purpose of the annual meeting?
At the
annual meeting, stockholders will be asked to vote upon the matters set forth in the accompanying notice of annual meeting, including the election of directors, an advisory resolution on named executive officer compensation and the ratification of
the appointment of our independent registered public accounting firm.
Who is entitled to vote?
If you were a stockholder of record as of the close of business on March 23, 2016, which is referred to in this proxy statement as the record date, you
are entitled to receive notice of the annual meeting and to vote the shares of common stock that you held as of the close of business on the record date. Each stockholder is entitled to one vote for each share of common stock held by such
stockholder on the record date.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
1
May I attend the meeting?
All stockholders of record of shares of common stock of Boston Properties, Inc. at the close of business on the record date, or their designated proxies, are authorized
to attend the annual meeting. Each stockholder and proxy will be asked to present a valid government-issued photo identification, such as a drivers license or passport, before being admitted. If you are not a stockholder of record but you hold
your shares in street name (
i.e.
, your shares are held in an account maintained by a bank, broker or other nominee), then you should provide proof of beneficial ownership as of the record date, such as an account statement
reflecting your stock ownership as of the record date, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership. We reserve the right to determine the validity of any purported
proof of beneficial ownership. If you do not have proof of ownership, you may not be admitted to the annual meeting. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections
and other security precautions. You may obtain directions to the annual meeting on our website at
http://www.bostonproperties.com/proxy
.
What constitutes a quorum?
The presence, in person
or by proxy, of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the annual meeting. As of the record date, there were
153,601,568 shares of common stock outstanding and entitled to vote at the annual meeting. Each share of common stock outstanding on the record date is entitled to one vote on each matter properly submitted at the annual meeting and, with respect to
the election of directors, one vote for each director to be elected. Abstentions or broker non-votes (
i.e.,
shares represented at the meeting held by brokers, as to which instructions have not been received from the beneficial
owners or persons entitled to vote such shares and with respect to which, on one or more but not all matters, the broker does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is
present for the transaction of business at the annual meeting.
How do I vote?
Voting in Person at the Meeting
If you
are a stockholder of record and attend the annual meeting, you may vote in person at the meeting. If your shares of common stock are held in street name and you wish to vote in person at the meeting, you will need to obtain a legal proxy
from the broker, bank or other nominee that holds your shares of common stock of record.
Voting by Proxy for Shares Registered Directly
in the Name of the Stockholder
If you hold your shares of common stock in your own name as a holder of record with our transfer agent, Computershare
Trust Company, N.A., you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways:
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Vote by Internet.
You may vote via the Internet by following the instructions provided in the Notice or, if you received printed materials, on your proxy card. The website for
Internet voting is printed on the Notice and also on your proxy card. Please have your Notice or proxy card in hand. Internet voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 16, 2016. You will receive a series of
instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded.
|
If you vote via the Internet, you do not need to return your proxy card.
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Vote by Telephone.
If you received printed copies of the proxy materials, you also have the option to vote by
telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 16, 2016. When you call, please
|
2
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
|
have your proxy card in hand. You will receive a series of voice instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your
instructions have been properly recorded. If you did not receive printed materials and would like to vote by telephone, you must request printed copies of the proxy materials by following the instructions on your Notice.
|
If you vote by telephone, you do not need to return your proxy card.
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Vote by Mail.
If you received printed materials, and would like to vote by mail, then please mark, sign and date your proxy card and return it promptly to our transfer agent,
Computershare Trust Company, N.A., in the postage-paid envelope provided. If you did not receive printed materials and would like to vote by mail, you must request printed copies of the proxy materials by following the instructions on your Notice.
|
Voting by Proxy for Shares Registered in Street Name
If your shares of common stock are held in street name, then you will receive instructions from your broker, bank or other nominee that you must follow in order to have
your shares of common stock voted.
Will other matters be voted on at the annual meeting?
We are not currently aware of any other matters to be presented at the annual meeting other than those described in this proxy statement. If any other matters not
described in the proxy statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holders.
May I revoke my proxy instructions?
You may revoke your proxy at any time before it has been exercised by:
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|
filing a written revocation with the Secretary of Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103;
|
|
|
submitting a new proxy by telephone, Internet or proxy card after the time and date of the previously submitted proxy; or
|
|
|
appearing in person and voting by ballot at the annual meeting.
|
If you are a stockholder of record as of the record date
attending the annual meeting you may vote in person whether or not a proxy has been previously given, but your presence (without further action) at the annual meeting will not constitute revocation of a previously given proxy.
What is householding?
If you and other residents
at your mailing address own shares of common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one annual report, Notice of Internet Availability of Proxy Materials, notice of
annual meeting and/or proxy statement. This procedure, known as householding, is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. Under applicable law, if you
consented or were deemed to have consented, your broker, bank or other nominee may send one copy of our annual report, Notice of Internet Availability of Proxy Materials, notice of annual meeting and/or proxy statement to your address for all
residents that own shares of common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our annual report, Notice of Internet
Availability of Proxy Materials, notice of annual meeting and/or proxy statement, you may be able to request householding by contacting your broker, bank or other nominee.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
3
If you wish to request extra copies free of charge of our annual report or proxy statement, please send your request to
Investor Relations, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103; call us with your request at (617) 236-3322; or visit our website at
http://www.bostonproperties.com
.
How
can I access Boston Properties proxy materials electronically?
This proxy statement and our 2015 annual report are available at
http://www.edocumentview.com/bxp.
Instead of receiving copies of our future annual reports, proxy statements, proxy cards and, when applicable, Notices of Internet
Availability of Proxy Materials, by mail, we encourage you to elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future
proxy materials online will save us the cost of producing and mailing the proxy materials or Notices of Internet Availability of Proxy Materials to you and help conserve natural resources. You may sign up for electronic delivery by visiting
http://www.bostonproperties.com/proxy
.
CORPORATE
GOVERNANCE PRINCIPLES AND BOARD MATTERS
The Board of Directors
Composition of the Board of Directors; Director Succession Planning
Boston Properties is currently governed by an eleven-member Board of Directors. The current members of our Board of Directors are Mortimer B. Zuckerman, Carol B.
Einiger, Dr. Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Ivan G. Seidenberg, Owen D. Thomas, Martin Turchin and David A. Twardock. At the 2016 annual meeting of stockholders, directors will be
elected to hold office for a one-year term expiring at the 2017 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Any director appointed to our Board of
Directors to fill a vacancy will hold office for a term expiring at the next annual meeting of stockholders following such appointment.
Led by our Nominating and
Corporate Governance Committee (the NCG Committee), our Board of Directors remains focused on ensuring a smooth transition if and when directors decide to retire or otherwise leave our Board and ensuring that the composition of our Board
is systematically refreshed so that, taken as a whole, the Board has the desired mix of skills, experience, reputation and diversity relevant to our strategic direction and operating environment, as well as the knowledge, ability and independence to
continue to deliver a high standard of governance expected by investors.
Our Board of Directors recognizes the importance of continuity and that refreshment should
not be effectuated all at once. Accordingly, the Board anticipates that changes to its composition would likely occur gradually over several years. Among other aspects of the process, our Board of Directors:
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identified the collective mix of desired skills, experience, knowledge, diversity and independence for our Board of Directors, taken as a whole, and identified potential opportunities for enhancement in one or more of
those areas;
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|
considered each current directors experience, skills, principal occupation, reputation, independence, age, tenure, committee membership and diversity (including geographic, gender and ethnicity); and
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|
retained Spencer Stuart, one of the worlds leading executive search consulting firms, as an advisor to assist the NCG Committee and the Board in:
|
|
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identifying and evaluating potential director candidates;
|
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|
creating an even playing field between candidates identified regardless of the source;
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|
using the criteria, evaluations and references to prioritize candidates for consideration, regardless of the source; and
|
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assisting the Board in attracting and nominating candidates.
|
4
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
After concluding the first phase of this process, the NCG Committee recommended to our Board for nomination, and our Board
of Directors nominated, two new candidates for election to our Board of Directors at the 2016 annual meeting of stockholders Karen E. Dykstra and Bruce W. Duncan. Ms. Dykstra and Mr. Duncan were initially recommended for
consideration by Spencer Stuart.
Upon the recommendation of our NCG Committee, our Board of Directors also nominated the following incumbent directors for election
to our Board of Directors at the 2016 annual meeting of stockholders: Carol B. Einiger, Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Owen D. Thomas, Martin Turchin and David A. Twardock. Messrs. Zuckerman
and Seidenberg will not be standing for re-election to our Board of Directors at the 2016 annual meeting of stockholders.
Chairman
Emeritus
In light of the extraordinary contributions that Mr. Zuckerman has made to the Company over his career and in recognition of his long
and dedicated service as Chairman of the Board, our Board of Directors has conferred the honorary title of Chairman Emeritus upon Mr. Zuckerman effective upon the completion of his term as a director. As Chairman Emeritus, Mr. Zuckerman
may attend meetings of the Board of Directors and may provide advice and counsel to the Board of Directors, but he will not be a director of the Company or have any duties or obligations to the Company or any power or authority to act on behalf of
the Company.
Leadership Structure
Our Board of Directors currently separates the roles of the Chairman of the Board and Chief Executive Officer and, as described in more detail below under
Lead Independent Director
, has a lead independent director. Currently, Mr. Zuckerman serves as non-executive Chairman of the Board, Mr. Thomas serves as Chief Executive Officer and Mr. Seidenberg serves as
our lead independent director. Mr. Zuckerman, who co-founded Boston Properties in 1970, has served as the Chairman of the Board of Directors since our initial public offering in June 1997 and served as an executive officer through
December 31, 2014. Our Board of Directors determined that this structure was appropriate because it (1) allowed us to retain the continued benefits of the experience and knowledge of Mr. Zuckerman following his transition out of the
role of Chief Executive Officer in 2013, (2) assisted in the transition process, (3) continued to allow for the efficient and effective handling of the responsibilities of our Board of Directors with a key leading role played by our Chief
Executive Officer, who is most directly responsible for developing and executing our strategic direction, and (4) helped ensure strong independent oversight by our Board of Directors through the role played by our lead independent director.
Our Board of Directors encourages strong communication among all of our independent directors, the Chairman of the Board and the Chief Executive Officer and
believes that it is able to effectively provide independent oversight of our business and affairs, including risks facing the Company, without an independent Chairman, through our lead independent director, the independent committees of our Board of
Directors, the overall composition of our Board of Directors and contributions of all of our independent directors and other corporate governance processes in place.
Following the 2016 annual meeting of stockholders, our Board of Directors intends to operate without a formally elected Chairman of the Board as a result of
Mr. Zuckermans transition to Chairman Emeritus. As a result, following the 2016 annual meeting of stockholders, unless and until our Board of Directors elects a Chairman of the Board to succeed Mr. Zuckerman, our lead independent
director will preside at all meetings of our Board of Directors and the other functional responsibilities of the Chairman of the Board will be divided between our lead independent director and the Chief Executive Officer.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
5
Lead Independent Director
We have a lead independent director who is selected annually by the vote of a majority of our independent directors. Currently, Mr. Seidenberg serves as our lead
independent director and we expect that Mr. Klein will serve as our lead independent director following the 2016 annual meeting of stockholders. Our lead independent director has well-defined, substantive responsibilities that include, among
others that may be assigned from time to time:
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presiding at all meetings of our Board of Directors at which the Chairman of the Board is not present, including executive sessions of independent directors;
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serving as a liaison between the Chairman of the Board and the independent directors;
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approving information sent to our Board of Directors;
|
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|
approving meeting agendas and meeting schedules for our Board of Directors to assure that there is sufficient time for discussion of all agenda items;
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having the authority to call meetings of the independent directors of our Board of Directors; and
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if requested by major stockholders, ensuring that he or she is available for consultation and direct communication.
|
Following the 2016 annual meeting of stockholders, unless and until our Board of Directors elects a Chairman of the Board to succeed Mr. Zuckerman, our lead
independent director will preside at all meetings of our Board of Directors and serve as a liaison between the Chief Executive Officer and the independent directors.
Director Independence
Under the rules of
the New York Stock Exchange (the NYSE), a majority of the Board of Directors must qualify as independent directors. To qualify as an independent director, the Board of Directors must affirmatively determine that
the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board of Directors established categorical standards to assist it in making the
required independence determinations.
Under these categorical standards, any relationship with us shall be deemed not material if:
1.
|
The relationship does not preclude a finding of independence under Sections 303A.02(b)(i) through 303A.02(b)(v) of the NYSE Listed Company Manual (the NYSE Disqualifying Rules);
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2.
|
The relationship does not involve any of the following, whether currently existing or occurring since the end of the last fiscal year or during the past three fiscal years:
|
|
(a)
|
a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity that has made during any of
such fiscal years, or proposes to make during the Companys current fiscal year, payments to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company for property or services in excess of
five percent (5%) of: (i) the Companys consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entitys consolidated gross revenues for such fiscal
year (or, in the case of proposed payments, its last fiscal year);
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|
(b)
|
a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity to which the Company, an
executive officer of the Company or an entity controlled by an executive officer of the Company has made during any of such fiscal years, or proposes to make during the Companys current fiscal year, payments for property or services in excess
of five percent (5%) of: (i) the Companys consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entitys consolidated gross revenues for such fiscal
year (or, in the case of proposed payments, its last fiscal year);
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6
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
|
(c)
|
a director or an immediate family member of the director being an officer, director or trustee of a charitable organization where the annual discretionary charitable contributions of the Company, an executive officer of
the Company or an entity controlled by an executive officer of the Company in any single year to the charitable organization exceeded the greater of $1 million or two percent (2%) of that organizations consolidated gross revenues for the
fiscal year;
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(d)
|
a director or an immediate family member of a director being indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of
$120,000;
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(e)
|
a director being an executive officer, partner or greater than 10% equity owner of an entity, or being a trustee or a substantial beneficiary of a trust or estate, indebted to the Company, an executive officer of the
Company or an entity controlled by an executive officer of the Company in an amount in excess of the greater of $120,000 or 5% of such entitys total consolidated assets, or to whom the Company or an entity controlled by an executive officer of
the Company is indebted (other than with respect to (i) any publicly traded debt securities of the Company or such entity or (ii) non-recourse loans secured by real estate where both the lender and the Company or such entity intend for the
lender to transfer all right to, and control over, the loan within 12 months and the documentation includes customary provisions for loans targeted at the commercial mortgage backed securities (CMBS) or collateralized debt obligation (CDO) markets)
in an amount in excess of 5% of the Companys or such entitys total consolidated assets;
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(f)
|
a transaction or currently proposed transaction (other than relating to the ownership of securities), which involved or involves the direct or indirect payment in a single year of in excess of $120,000 from the Company,
an executive officer of the Company or an entity controlled by an executive officer of the Company to a director or an immediate family member of a director;
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(g)
|
a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity that has a co-investment or is a
joint venture partner with the Company where the amount of the entitys equity investment in any single year exceeds the greater of $1 million or 2% of the total consolidated assets of the entity; or
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(h)
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a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity (other than the Company) in
which an executive officer of the Company or an entity controlled by an executive officer of the Company is an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of the entity.
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For purposes of these standards, immediate family member has the same meaning as in the NYSE Disqualifying Rules.
Relationships not specifically deemed not material by the above categorical standards may, in the Boards judgment, be deemed not to be material.
The Board of Directors concluded that Mses. Dykstra and Einiger and Messrs. Duncan, Frenkel, Klein, Lustig, Patricof, Twardock and Turchin qualify as independent
directors under NYSE rules because none of them (1) have any relationships that would disqualify him or her from being considered independent under the minimum objective standards contained in the NYSE rules or (2) have any relationships
other than those deemed to be immaterial under the categorical standards adopted by the Board of Directors.
In determining that Dr. Frenkel qualified as an
independent director for purposes of his service on the Compensation Committee, the Board considered Dr. Frenkels position as the Chairman of JPMorgan
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Chase International. Affiliates of JPMorgan Chase International, including JPMorgan Chase & Co., are commercial lenders to the Company and tenants in the Companys properties and
have acted as underwriters or sales agents for securities offerings of the Company. The Boards conclusion that Dr. Frenkel is independent was based on the following information, which in the view of the Board demonstrates the relatively
de minimis
nature of these transactions as they relate to Dr. Frenkels independence: (1) the Companys long-standing relationships with JPMorgan Chase & Co. and its affiliates predate Dr. Frenkels
appointment to our Board of Directors and his employment with JPMorgan Chase International; (2) Dr. Frenkel receives no benefit, directly or indirectly, with regard to these transactions; (3) Dr. Frenkel does not have any direct
or indirect decision making authority or any other role, in any capacity, relating to these transactions; and (4) these transactions were arms length transactions undertaken in the ordinary course of business.
In determining that Mr. Twardock qualified as an independent director for purposes of his service on the Compensation Committee, the Board considered
Mr. Twardocks recent election to the Board of Directors of Morgan Stanley Bank, N.A. and noted that he is a non-employee director. Morgan Stanley Bank, N.A. and/or its affiliates are commercial lenders to the Company and tenants in the
Companys properties and have acted as underwriters or sales agents for securities offerings of the Company. The Boards conclusion that Mr. Twardock is independent was based on the following information, which in the view of the
Board demonstrates the relatively
de minimis
nature of these transactions as they relate to Mr. Twardocks independence: (1) the Companys long-standing relationships with Morgan Stanley Bank, N.A. and its affiliates
predate Mr. Twardocks appointment to Morgan Stanley Bank, N.A.s board and our Board of Directors; (2) as a non-employee director of Morgan Stanley Bank, N.A., Mr. Twardock receives no benefit, directly or indirectly, with
regard to these transactions; (3) Mr. Twardock does not have any direct or indirect decision making authority or any other role, in any capacity, relating to these transactions; and (4) these transactions were arms length
transactions undertaken in the ordinary course of business.
Risk Oversight
Our Board of Directors plays an important role in the risk oversight of Boston Properties. Our Board of Directors is involved in risk oversight through direct
decision-making authority with respect to significant matters and the oversight of management by our Board of Directors and its committees. In particular, our Board of Directors administers its risk oversight function through (1) the review and
discussion of regular periodic reports to our Board of Directors and its committees on topics relating to the risks that Boston Properties faces, including, among others, market conditions, tenant concentrations and credit worthiness, leasing
activity and expirations, the status of current and anticipated development projects, compliance with debt covenants, management of debt maturities, access to debt and equity capital markets, existing and potential legal claims against Boston
Properties and various other matters relating to Boston Properties business, (2) the required approval by our Board of Directors (or a committee thereof) of significant transactions and other decisions, including, among others,
acquisitions and dispositions of properties, development projects, new borrowings and the appointment and retention of Boston Properties senior management, (3) the direct oversight of specific areas of Boston Properties business by
the Audit, Compensation and Nominating and Corporate Governance Committees, and (4) regular periodic reports from Boston Properties independent registered public accounting firm and other outside consultants regarding various areas of
potential risk, including, among others, those relating to the qualification of Boston Properties as a real estate investment trust (REIT) for tax purposes and Boston Properties internal control over financial reporting. Our Board
of Directors also relies on management to bring significant matters impacting Boston Properties to its attention.
Pursuant to the Audit Committees charter,
the Audit Committee is specifically responsible for discussing the guidelines and policies that govern the process by which Boston Properties exposure to risk is assessed and managed by management. As part of this process, the Audit Committee
oversees the planning and conduct of an annual risk assessment that is designed to identify and analyze risks to achieving Boston Properties business objectives. The results of the risk assessment are then discussed
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with management and used to develop Boston Properties annual internal audit plan. In addition, as one component of Boston Properties anti-fraud program, Boston Properties, under the
supervision of the Audit Committee, established a hotline that is available for the anonymous and confidential submission of complaints relating to any matter to encourage the reporting of questionable activities directly to our senior management
and the Audit Committee.
Because of the role of our Board of Directors in the risk oversight of Boston Properties, our Board of Directors believes that any
leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to Boston Properties operations. Our Board of Directors recognizes that there are different leadership structures that could allow it
to effectively oversee the management of the risks relating to Boston Properties operations, and while our Board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason our Board of
Directors selected its current leadership structure over other potential alternatives. See the discussion under the heading
Leadership Structure
above for a discussion of why our Board of Directors has determined that its current
leadership structure is appropriate.
Meetings
Our Board of Directors met seven times during 2015. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board
of Directors held during the period for which he or she has been a director and (2) the total number of meetings of all committees of our Board of Directors on which the director served during the periods that he or she served. Directors are
expected to attend annual meetings of our stockholders in person unless doing so is impracticable due to unavoidable conflicts. Ten of the eleven directors then serving attended the 2015 annual meeting of stockholders.
Directors who qualify as non-management within the meaning of the NYSE rules meet on a regular basis in executive sessions without management participation.
The executive sessions occur after each regularly scheduled meeting of the entire Board and at such other times that the non-management directors deem appropriate. Each director has the right to call an executive session. In addition, at least once
per year, an executive session is held with only independent directors present and is chaired by our lead independent director.
Board
Committees
Our Board of Directors has the following three committees: (1) Audit, (2) Compensation and (3) Nominating and Corporate Governance.
The membership and the function of each of these committees and the number of meetings each held during 2015 are described below.
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Audit
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Compensation
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Nominating and
Corporate Governance
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Carol B. Einiger
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ü
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Dr. Jacob A. Frenkel
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ü
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Chair
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Joel I. Klein
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ü
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ü
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Alan J. Patricof
(1)
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Chair
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ü
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David A. Twardock
(1)
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ü
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Chair
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Number of meetings held during 2015
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8
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6
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3
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(1)
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Our Board of Directors determined that each of Messrs. Patricof and Twardock qualifies as an audit committee financial expert as that term is defined in the rules of the SEC.
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Audit Committee
Our Board of Directors has established an Audit Committee consisting of Messrs. Patricof (Chair), Klein and Twardock. The Audit Committee operates pursuant to a charter
that was approved by our Board of Directors and that is reviewed and reassessed at least annually. The Audit Committee, among other functions, (1) has the sole authority to appoint, retain, terminate and determine the compensation of our
independent accountants, (2) reviews with our independent registered public accounting firm the scope and results of the audit engagement, (3) approves professional services provided by our independent registered public accounting firm and
(4) reviews the independence of our independent accountants. Each member of the Audit Committee is independent as that term is defined in the rules of the SEC and the applicable NYSE rules. For additional disclosures regarding the
Audit Committee, including the Audit Committee Report, see
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
beginning on page 72.
Compensation Committee
Our Board of
Directors has established a Compensation Committee consisting of Messrs. Twardock (Chair) and Frenkel and Ms. Einiger. None of the members of the Compensation Committee is an employee of Boston Properties and each of them is an independent
director under the NYSE rules.
The Compensation Committee operates pursuant to a charter that was approved by our Board of Directors and that is reviewed and
reassessed at least annually. The Compensation Committees responsibilities include, among other duties, the responsibility to (1) review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive
Officer and certain designated senior executive officers, (2) evaluate the performance of the Chief Executive Officer and designated senior executive officers in light of such goals and objectives and determine and approve compensation of such
officers based on such evaluation, (3) review and approve the compensation of other executive officers, (4) review and approve grants and awards under all incentive-based compensation plans and equity-based plans and (5) perform other
functions or duties deemed appropriate by our Board of Directors.
The Compensation Committee makes all compensation decisions for all executive officers. With
respect to compensation decisions relating to executive officers other than the Chief Executive Officer, the Compensation Committee takes into consideration recommendations made by the Chief Executive Officer and the President. Decisions regarding
the non-equity compensation of other officers and employees are made by the Chief Executive Officer and the President. The Compensation Committee reviews and approves all equity awards for all other officers and employees although it has delegated
limited authority to the Chief Executive Officer to make equity grants to employees who are not executive officers. In 2015 the Compensation Committee engaged FPL Associates L.P. (FPL) to assist the committee in determining the amount
and form of executive compensation. Information concerning the nature and scope of FPLs assignments and related disclosures is included under
Compensation Discussion and Analysis
beginning on page 29. We have concluded that
the work of FPL did not raise any conflict of interest. The Compensation Committee also reviews and makes recommendations to the full Board of Directors regarding the compensation of non-employee directors.
The Compensation Committee Report is included in this proxy statement on page 54.
Nominating and Corporate Governance Committee
Our Board of Directors has established an NCG Committee consisting of Messrs.
Frenkel (Chair), Klein and Patricof, each of whom is an independent director under the NYSE rules. The NCG Committee operates pursuant to a charter that was approved by our Board of Directors and that is reviewed and reassessed at least annually.
Under its charter, the NCG Committee is responsible for developing and annually reviewing and recommending to the Board of Directors a set of corporate governance
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guidelines. These corporate governance guidelines provide that the NCG Committee, together with our Chairman and our Chief Executive Officer, is responsible for coordinating succession planning
by the Board of Directors. The NCG Committee, among other functions specified in its charter, is also responsible for identifying individuals qualified to become Board members, consistent with criteria established by the NCG Committee, and
recommending to the Board director nominees for election at each annual meeting of stockholders. In addition, the NCG Committee is responsible for establishing a policy with regard to the consideration by the NCG Committee of director candidates
recommended by securityholders, establishing procedures to be followed by securityholders submitting such recommendations and establishing a process for identifying and evaluating nominees for the Board of Directors, including nominees recommended
by securityholders.
Committee Charters
A copy of each of our Audit Committee, Compensation Committee and NCG Committee Charters is available on our website at
http://www.bostonproperties.com
under the heading Corporate Governance.
Other Committees
Our Board of Directors
also has (1) a Special Transactions Committee, the current members of which are Messrs. Thomas and Linde, which may approve acquisitions, dispositions, financings and refinancings involving amounts less than $25 million and may approve
refinancings in amounts greater than $25 million if the existing debt is increasing by less than $25 million, and (2) a Significant Transactions Committee, the current members of which are Messrs. Zuckerman, Thomas, Linde and Lustig, which may
approve acquisitions, dispositions, financings and refinancings involving amounts equal to or greater than $25 million but less than $200 million and may approve refinancings in amounts greater than $200 million if the existing debt is increasing by
less than $200 million. To be effective, approval by the Significant Transactions Committee requires that the independent director serving on the committee approve the transaction. The Special Transactions Committee held numerous informal meetings
and took action by written consent five times during 2015. The Significant Transactions Committee held no meetings during 2015.
Our Board of Directors may from time
to time establish other special or standing committees to facilitate the management of Boston Properties or to discharge specific duties delegated to the committee by the full Board of Directors.
Consideration of Director Nominees
Securityholder Recommendations
The NCG Committees current policy is to review and consider any director candidates who
have been recommended by securityholders in compliance with the procedures established from time to time by the NCG Committee. All securityholder recommendations for director candidates must be submitted to our Secretary at Boston Properties, Inc.,
800 Boylston Street, Suite 1900, Boston, MA 02199-8103, who will forward all recommendations to the NCG Committee. We did not receive any securityholder recommendations for director candidates for election at the 2016 annual meeting in compliance
with the procedures set forth below. All securityholder recommendations for director candidates for election at the 2017 annual meeting of stockholders must be submitted to our Secretary on or before December 2, 2016 and must include the
following information:
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the name and address of record of the securityholder;
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a representation that the securityholder is a record holder of our securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Securities Exchange Act
of 1934;
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the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the
proposed director candidate;
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a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time;
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a description of all arrangements or understandings between the securityholder and the proposed director candidate;
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the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and
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any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.
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Board Membership Criteria
The NCG
Committee has established criteria for NCG Committee-recommended director nominees. These criteria include the following specific, minimum qualifications that the NCG Committee believes must be met by an NCG Committee-recommended nominee for a
position on the Board:
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the candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;
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the candidate must be highly accomplished in his or her respective field, with superior credentials and recognition;
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the candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards;
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the candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the nominee may serve;
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the candidates principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a directors responsibilities to us and our stockholders;
and
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to the extent the candidate serves or has previously served on other boards, the candidate must have a history of actively contributing at board meetings.
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In addition to the minimum qualifications for each nominee set forth above, the NCG Committee will recommend director candidates to the full Board for nomination, or
present director candidates to the full Board for consideration, to help ensure that:
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a majority of the Board of Directors will be independent as defined by the NYSE rules;
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each of its Audit, Compensation and NCG Committees will be comprised entirely of independent directors; and
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at least one member of the Audit Committee will have such experience, education and other qualifications necessary to qualify as an audit committee financial expert as defined by the rules of the SEC.
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Finally, in addition to any other standards the NCG Committee may deem appropriate from time to time for the overall
structure and composition of the Board, the NCG Committee may consider the following factors when recommending director candidates to the full Board for nomination, or presenting director candidates to the full Board for consideration:
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whether the candidate has direct experience in the real estate industry or in the markets in which we operate; and
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whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.
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Identifying and Evaluating Nominees
The
NCG Committee may solicit recommendations for director nominees from any or all of the following sources: non-management directors, the Chief Executive Officer, other executive officers, third-party search firms or any other source it deems
appropriate.
The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it
by a securityholder in compliance with the NCG Committees procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. In identifying and evaluating proposed director
candidates, the NCG Committee may consider, in addition to the minimum qualifications for NCG Committee-recommended director nominees, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of
the proposed director candidate, his or her depth and breadth of business experience, his or her independence and the needs of our Board. Neither the NCG Committee nor the Board has a specific policy with regard to the consideration of diversity in
identifying director nominees, although both may consider diversity when identifying and evaluating proposed director candidates. As noted above, the NCG Committee, when recommending director candidates to the full Board for nomination, may consider
whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. Other than circumstances in which we may be legally required by contract or otherwise to provide third
parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates that it considers or who have been properly recommended to it by a securityholder based on the same criteria and in substantially the
same manner, with no regard to the source of the initial recommendation of the proposed director candidate.
Proxy Access By-Law
Provisions
On February 24, 2015, we amended our By-laws to adopt a proxy access right for stockholders, pursuant to which a stockholder, or group of no
more than five stockholders, meeting specified eligibility requirements, may include director nominees in our proxy materials for annual meetings of our stockholders. In order to be eligible to utilize these proxy access provisions, a stockholder,
or group of stockholders, must, among other requirements:
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have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock continuously for at least the prior three years;
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represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control and that such stockholder or group does not presently have such intent; and
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provide a notice requesting the inclusion of director nominees in our proxy materials and provide other required information to us not less than 120 days prior to the anniversary of the date of the proxy statement for
the prior years annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the prior years annual meeting).
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For purposes of the foregoing requirements, issued and outstanding common units, other than those owned by us, Boston
Properties Limited Partnership (the Operating Partnership) or any of their directly or indirectly wholly owned subsidiaries and excluding issued and outstanding long term incentive units, will be treated as issued and outstanding shares
of common stock.
Additionally, all director nominees submitted through these provisions must be independent and meet specified additional criteria, and stockholders
will not be entitled to utilize this proxy access right at an annual meeting if we receive notice through our traditional advanced notice by-law provisions that a stockholder intends to nominate a director at such meeting. The maximum number of
director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then in office.
The foregoing proxy access right
is subject to additional eligibility, procedural and disclosure requirements set forth in our By-laws.
Corporate Governance
Guidelines
Our Board of Directors adopted Corporate Governance Guidelines, a copy of which is available on our website at
http://www.bostonproperties.com
under the heading Corporate Governance and subheading Governance Guidelines.
Code of Business Conduct and Ethics
Our Board of
Directors adopted a Code of Business Conduct and Ethics (the Code of Ethics), which governs business decisions made and actions taken by our directors, officers and employees. A copy of this Code of Ethics is available on our website at
http://www.bostonproperties.com
under the heading Corporate Governance and subheading Code of Conduct and Ethics. We intend to disclose on this
website any amendment to, or waiver of, any provision of this Code of Ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE rules.
Policy on Company Political Spending
Our Board of
Directors adopted a Policy on Company Political Spending, a copy of which is available on our website at
http://www.bostonproperties.com
under the heading
Corporate Governance and subheading Policy on Political Spending.
Communications with the Board
Stockholders and other interested parties who wish to communicate with any of our directors or the Board of Directors as a group, may do so by writing to them
at Name(s) of Director(s)/Board of Directors of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, MA 02199-8103.
Stockholders and other interested parties who wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or
auditing matters, may do so by:
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following any of the Procedures for Submission of Complaints under the Audit Committee Complaint Procedures that are attached as Exhibit 1 to our Code of Ethics (see
Code of Business Conduct
and Ethics
above), or
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writing to the Chair of the Audit Committee of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, MA 02199-8103.
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You are welcome to make any such reports anonymously, but we prefer that you identify yourself so that we may contact you for additional information if necessary or
appropriate.
Stockholders and other interested parties who wish to communicate with our non-management directors as a group, may do so by writing to Non-Management
Directors of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, MA 02199-8103.
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We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received
by the Compliance Officer will be forwarded by the Compliance Officer promptly to the addressee(s).
PROPOSAL 1:
ELECTION OF DIRECTORS
Introduction
At
the annual meeting, directors shall be elected to hold office for a one-year term expiring at the 2017 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.
Following the recommendation of the NCG Committee, our Board of Directors has nominated Mr. Bruce W. Duncan, Ms. Karen E. Dykstra, Ms. Carol B. Einiger, Dr. Jacob A. Frenkel, Mr. Joel I. Klein,
Mr. Douglas T. Linde, Mr. Matthew J. Lustig, Mr. Alan J. Patricof, Mr. Owen D. Thomas, Mr. Martin Turchin and Mr. David A. Twardock for election. Each nominee, other than Mr. Duncan and
Ms. Dykstra, is currently serving as a director of Boston Properties. In making its recommendations, the NCG Committee considered a number of factors, including its criteria for Board membership, which include the minimum qualifications that
must be possessed by a director candidate in order to be nominated for a position on our Board. Our Board of Directors anticipates that, if elected, the nominees will serve as directors. However, if any person nominated by our Board of Directors is
unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person as our Board of Directors may recommend.
Vote Required
Our By-laws provide that, in an uncontested election, nominees for director are elected if the votes cast for such nominees election
exceed the votes cast against such nominees election. The majority voting standard would not apply in contested elections, which, generally, will include any situation in which Boston Properties receives a notice that a stockholder has
nominated a person for election to our Board of Directors at a meeting of stockholders that is not withdrawn on or before the tenth day before Boston Properties first mails its notice for such meeting to the stockholders.
The majority voting standard will apply to the election of directors at the 2016 annual meeting of stockholders. Accordingly, nominees for director will be elected if
the votes cast for such nominees election exceed the votes cast against such nominees election. Broker non-votes, if any, and abstentions will not be treated as votes cast.
Our Board of Directors has also adopted a resignation policy, included in our Corporate Governance Guidelines, under which a director who fails to receive the required
number of votes for re-election will tender his or her resignation to our Board of Directors for its consideration. The NCG Committee will act on an expedited basis to determine whether it is advisable to accept the directors resignation and
will submit the recommendation for prompt consideration by our Board of Directors. Our Board of Directors will act on the tendered resignation within 90 days following certification of the stockholder vote and will promptly and publicly disclose its
decision. The director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation. If the resignation is not accepted, the director will continue to serve until the next annual meeting
of stockholders and until the directors successor is duly elected and qualified or until the directors earlier resignation or removal. The NCG Committee and our Board of Directors may consider any factors they deem relevant in deciding
whether to accept a directors resignation.
Recommendation
The Board of Directors unanimously recommends a vote
FOR
each of its nominees, Bruce W. Duncan, Karen E. Dykstra, Carol B. Einiger, Jacob A. Frenkel, Joel I.
Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Owen D. Thomas, Martin Turchin and David A. Twardock. Properly authorized proxies solicited by the Board of Directors will be voted
FOR
each of the nominees unless instructions to
the contrary are given.
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Information Regarding the Nominees and Executive Officers
The following biographical descriptions set forth certain information with respect to the nominees for election as directors at the annual meeting and the executive
officers who are not directors, based on information furnished to Boston Properties by each nominee and executive officer. Each executive officer holds office until the regular meeting of the Board of Directors following the next annual meeting of
stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.
The biographical description below for
each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director of Boston Properties.
Nominees for Election
Mr. Duncan has more than 30 years of diverse real estate management and investment experience, including as a chief executive
officer and a director of other publicly traded companies.
Mr. Duncan has been President, Chief Executive Officer and a director of First Industrial Realty
Trust Inc., a REIT that engages in the ownership, management, acquisition, sale, development and redevelopment of industrial real estate properties, since January 2009 and was appointed Chairman of its Board of Directors in January 2016. Since
September 2013, Mr. Duncan has also served as a director of the T. Rowe Price Mutual Funds. In addition, Mr. Duncan currently serves as Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc.
(Starwood), a leading worldwide hotel and leisure company, a position he has held since May 2005. From April 2007 to September 2007, Mr. Duncan served as Chief Executive Officer of Starwood on an interim basis. Mr. Duncan has
served as a director of Starwood since 1999 and currently serves on its Corporate Governance and Nominating Committee. Mr. Duncan also served as a Trustee of Starwood Hotels & Resorts, a real estate investment trust and former
subsidiary of Starwood, from 1995 to 2006. He also was a senior advisor to Kohlberg Kravis & Roberts & Co., a global investment firm, from July 2008 until January 2009. He was a private investor from January 2006 to January 2009.
From March 2002 to December 2005, Mr. Duncan held various positions at Equity Residential (EQR), one of the largest publicly traded apartment REITs in the United States. In particular, from May 2005 to December 2005, Mr. Duncan
was Chief Executive Officer and a Trustee of EQR, from January 2003 to May 2005, he was President, Chief Executive Officer and a Trustee of EQR and from March 2002 to December 2002 he was President and a Trustee of EQR. From December 1995 until
March 2000, Mr. Duncan served as Chairman, President and Chief Executive Officer of Cadillac Fairview Corporation, one of North Americas largest owners and developers of retail and office properties. From January 1992 to October 1994,
Mr. Duncan was President and Co-Chief Executive Officer of JMB Institutional Realty Corporation providing advice and management for investments in real estate by tax-exempt investors and from 1978 to 1992, he worked for JMB Realty Corporation
where he served in various capacities, culminating as Executive Vice President and a member of the Board of Directors. Mr. Duncan currently serves on the Advisory Board of Governors of the National Association of Real Estate Investment Trusts
(NAREIT) and as Trustee of RUSH University Medical Center in Chicago, and he previously served on the Executive Committees of the Board of the Canadian Institute for Public Real Estate Companies (CIPREC) and the National Multi-Housing
Council (NMHC). He also previously served on the Board of Directors of The Rouse Company, a diversified commercial real estate firm, and as a Trustee of the International Council of Shopping Centers (ICSC). He received a BA in Economics from Kenyon
College and an MBA in Finance from the University of Chicago. He is 64 years old.
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Ms. Dykstra has extensive strategic, management, financial, accounting and oversight experience, particularly with companies in the
technology sector.
Ms. Dykstra served as Chief Financial and Administrative Officer of AOL, Inc., a global media technology company, from November 2013 until
July 2015 and as Chief Financial Officer of AOL, Inc. from September 2012 until November 2013. From January 2007 until December 2010, Ms. Dykstra was a Partner of Plainfield Asset Management LLC (Plainfield), and she served as Chief
Operating Officer and Chief Financial Officer of Plainfield Direct Inc., Plainfields business development company, from May 2006 to 2010, and as a director from 2007 to 2010. Prior to joining Plainfield, she spent over 25 years with Automatic
Data Processing, Inc., serving most recently as Chief Financial Officer from January 2003 to May 2006, and as Vice President Finance, Corporate Controller and in other capacities. Ms. Dykstra currently serves on the Board of Directors of
Gartner Inc. and VMware, Inc. Ms. Dykstra is a former director of Crane Co. and AOL, Inc. She received a BA in Accounting from Rider University and an MBA from Fairleigh Dickinson University. She is 57 years old.
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Carol B. Einiger
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Director since May 5, 2004
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Ms. Einiger has 40 years of experience as an investment banker and investment advisor, during which time she has gained significant
expertise in the operation of public and private debt and equity capital markets and the evaluation of investment opportunities.
Ms. Einiger is President of
Post Rock Advisors, LLC, a private investment advisory firm established in 2005. She began her investment career in 1971 at Goldman, Sachs & Co. and worked at The First Boston Corporation from 1973 to 1988, becoming Managing Director and
Head of the Capital Markets Department; from 1988 to 1989 as Visiting Professor and Executive-in-Residence at Columbia Business School; and from 1989 to 1992 as Managing Director at Wasserstein Perella & Co. From 1992 to 1996,
Ms. Einiger served as Chief Financial Officer and then Acting President of the Edna McConnell Clark Foundation. From 1996 to 2005, she served as Chief Investment Officer of The Rockefeller University, where she was responsible for the
management of the Universitys endowment. Ms. Einiger is a director and member of the Investment Committee of UJA-Federation of New York, a member of the Investment Committee of The JPB Foundation, and a member of the Board of Overseers of
Columbia Business School. She previously served on the Boards of Trustees and Investment Committees of the University of Pennsylvania, the Lasker Foundation and the Horace Mann School; as Vice Chair of the Investment Committee of The Museum of
Modern Art; as a Director of Credit Suisse First Boston (USA) and The New York Stem Cell Foundation; and on the Advisory Board of Blackstone Alternative Asset Management. Ms. Einiger is the recipient of numerous awards, including the Alumni
Award of Merit of the University of Pennsylvania, the Columbia Business School Distinguished Alumna Award, the AJC National Human Relations Award, the Anti-Defamation League Woman of Achievement Award and the Catalyst Award for Corporate Leadership.
She received her BA from the University of Pennsylvania and her MBA with honors from Columbia Business School. She is 66 years old.
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Dr. Jacob A. Frenkel
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Director since February 24, 2010
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Dr. Frenkel has worked for more than 40 years in the financial industry, government and academia, during which time he has gained
significant knowledge of global macroeconomics and experience advising large financial institutions.
Dr. Frenkel has been the Chairman of JPMorgan Chase
International, the international unit of JPMorgan Chase & Co., since December 2009. Since November 2009, Dr. Frenkel has served as a director of Loews Corporation, one of the largest diversified holding companies in the United States.
Dr. Frenkel is Chairman of the Board of Trustees of the Group of Thirty (G-30), a private, nonprofit, consultative group on international economic and monetary affairs. He has been a member of this group since 1988
BOSTON PROPERTIES, INC.
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2016 Proxy
Statement
17
and served as Chairman and Chief Executive Officer from 2000 to 2011. He previously served as Vice Chairman of American International Group, Inc. from 2004 to 2009. He was with Merrill Lynch Inc.
between 2000 and 2004 and served as Chairman of Merrill Lynch International. Prior to that, he served for two terms as Governor of the Bank of Israel from 1991 to 2000. Dr. Frenkel was also Chairman of the Board of Governors of the
Inter-American Development Bank, Vice Chairman of the Board of Governors of the European Bank for Reconstruction and Development and Economic Counselor and Director of Research at the International Monetary Fund. Dr. Frenkel also held numerous
academic positions. Between 1971 and 1987, he was at the University of Chicago where he served as the David Rockefeller Professor of International Economics. He received a BA in Economics and Political Science from Hebrew University in Israel and an
MA and Ph.D. in Economics from the University of Chicago. Dr. Frenkel is a laureate of the 2002 Israel Prize in Economics and the recipient of several honorary doctoral degrees and other decorations and awards. He is 73 years old.
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Joel I. Klein
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Director since January 24, 2013
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Mr. Klein has worked for more than 40 years in private industry and government during which time he has gained significant
experience in senior policy making and executive roles, as well as a broad range of legal matters.
Mr. Klein is the Chief Policy and Strategy Officer of Oscar
Insurance Corporation, a health insurance company. In addition, he has been a Director of News Corporation since January 2011 where he was also Executive Vice President, Office of the Chairman of News Corporation and Chief Executive Officer of
Amplify, the education division of News Corporation, from January 2011 through December 2015. From 2002 through 2010, Mr. Klein was Chancellor of the New York City Department of Education where he oversaw a system of over 1,600 schools with
1.1 million students, 136,000 employees and a $22 billion budget. He was the U.S. Chairman and Chief Executive Officer of Bertelsmann, Inc. and Chief U.S. Liaison Officer to Bertelsmann AG, a media company, from 2001 to 2002. Mr. Klein
also served with the Clinton administration in a number of roles, including Assistant U.S. Attorney General in charge of the Antitrust Division of the U.S. Department of Justice from 1997 until 2000 and Deputy White House Counsel to President
Clinton from 1993 to 1995. Mr. Klein entered the Clinton administration after 20 years of public and private legal work in Washington, D.C. Mr. Klein received a BA with honors from Columbia University and a JD with honors from Harvard Law
School. He has also received honorary degrees from ten colleges and universities. He is 69 years old.
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Douglas T. Linde
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Director since January 21, 2010
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Mr. Linde serves as President of Boston Properties, Inc. Prior to his appointment to this position in May 2007, he served as
Executive Vice President since January 2005 and he also served as Chief Financial Officer and Treasurer from 2000 until November 2007. He joined Boston Properties in January 1997 as Vice President of Acquisitions and New Business to help identify
and execute acquisitions and to develop new business opportunities and was promoted to Senior Vice President for Financial and Capital Markets in October 1998. Prior to joining Boston Properties, Mr. Linde served from 1993 to 1997 as President
of Capstone Investments, a Boston real estate investment company. From 1989 to 1993, he served as Project Manager and Assistant to the Chief Financial Officer of Wright Runstad and Company, a private real estate developer in Seattle, WA. He began
his career in the real estate industry with Salomon Brothers Real Estate Finance Group. Mr. Linde is a member of the Board of Directors of Beth Israel Deaconess Medical Center. He is a member of the Real Estate Roundtable and serves as a
director of the Boston Municipal Research Bureau and Jobs for Massachusetts. Mr. Linde also serves on the Urban Studies and Planning Visiting Committee at MIT and is a member of the Wesleyan University Board of Trustees. Mr. Linde received
a BA from Wesleyan University in 1985 and an MBA from Harvard Business School in 1989. He is 52 years old.
18
BOSTON PROPERTIES, INC.
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2016 Proxy Statement
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Matthew J. Lustig
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Director since January 20, 2011
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Mr. Lustig has worked for more than 30 years in the real estate industry, during which time he has gained extensive experience
providing strategic and financial advice and transaction execution to clients, and investing in real estate companies and assets as a principal.
Mr. Lustig is
Managing Partner of North America Investment Banking and Head of Real Estate & Lodging at Lazard Frères & Co. (Lazard), the investment bank. He is responsible for managing Lazards broad investment banking
businesses in North America, as well as running its Real Estate and Lodging industry group. In recent years, he has played an active role in more than $300 billion of advisory assignments and transactions involving leading real estate and
lodging companies in the public and private markets. Mr. Lustig separately served as Chief Executive Officer of the real estate investment business of Lazard and its successors, and oversaw multiple funds with over $2.5 billion of equity
capital invested in real estate operating companies. Mr. Lustig is a member of the Board of Directors at Ventas, Inc. and served as the Chairman of Atria Senior Living Group, Inc., which was acquired by Ventas in May 2011. He has also served as
a director of several other public and private fund portfolio companies. Mr. Lustig is a member of the Real Estate Roundtable, and he serves on the boards of Pension Real Estate Association, Larson Leadership Initiative at the Urban Land
Institute, and the Real Estate centers at the business schools of Wharton/UPenn and Columbia University. He is also a member of the Council on Foreign Relations and serves on the Board of Visitors at the School of Foreign Service at Georgetown
University from which he graduated with a BSFS. He is 55 years old.
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Alan J. Patricof
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Director since June 23, 1997
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Mr. Patricof has more than 40 years of experience leading venture capital firms, during which time he has completed several billion
dollars of investments in a diverse range of companies and gained significant expertise evaluating investment opportunities and overseeing the management development and operations of portfolio companies.
Mr. Patricof is Managing Director of Greycroft LLC, a venture capital firm he formed in 2006, which has more than $400 million under management. Prior to that, he
was Chairman of Apax Partners, Inc. (formerly Patricof & Co. Ventures, Inc.), a venture capital company that he founded in 1969, which is now one of the worlds leading private equity firms with approximately $40 billion under
management or advice. He is a member of the Board of Overseers of the Columbia Business School and was recently appointed by President Obama to the Presidents Council on Global Development. Mr. Patricof received a BS in Finance from Ohio
State University and an MBA from Columbia Business School. He is 81 years old.
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Owen D. Thomas
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Director since April 2, 2013
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Mr. Thomas has served as our Chief Executive Officer since April 2, 2013. We have agreed that, while Mr. Thomas remains
Chief Executive Officer, he will be nominated for re-election to the Board of Directors each year. Mr. Thomas served as Chairman of the Board of Directors of Lehman Brothers Holdings Inc. (LBHI) from March 2012 until March 2013 and
continues to serve as a member of the Board of Directors of LBHI. From 1987 until 2011, Mr. Thomas held various positions at Morgan Stanley, including Chief Executive Officer of Morgan Stanley Asia Ltd., President of Morgan Stanley Investment
Management, Head of Morgan Stanley Real Estate and Managing Director. Mr. Thomas was also a member of Morgan Stanleys Management Committee from 2005 to 2011. He is a Director of the University of Virginia Investment Management Company, a
Trustee and a Director of the Urban Land Institute, a member of the Executive Board of NAREIT and the former Chairman of the Pension Real Estate Association. He received a BS in Mechanical Engineering from the University of Virginia and an MBA from
Harvard Business School. He is 54 years old.
BOSTON PROPERTIES, INC.
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2016 Proxy
Statement
19
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Martin Turchin
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Director since June 23, 1997
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Mr. Turchin has more than 40 years of experience as a commercial real estate broker, consultant and advisor and has been involved in
some of the largest real estate transactions in the United States. During his career, he has orchestrated more than 50 million square feet of real estate transactions.
Mr. Turchin serves as non-executive Vice Chairman of CBRE Group, Inc., the worlds largest real estate services company. From 1985 until its merger with CBRE
Group, Inc. in July 2003, Mr. Turchin served as Vice-Chairman of Insignia/ESG, Inc., a subsidiary of Insignia Financial Group, which was one of the nations largest commercial real estate brokerage, consulting and management firms. Prior
to joining Insignia/ESG, Inc., he spent 14 years with Kenneth E. Laub & Company, Inc. where he was involved in real estate acquisition, financing, leasing and consulting. He is a three-time recipient of the Real Estate Board of New
Yorks Most Ingenious Deal of the Year Award and a two-time recipient of the Robert T. Lawrence Award. Mr. Turchin serves on the Board of Directors of Aerojet Rocketdyne Holdings, Inc. and as Chairman of Easton
Development Company, LLC, a subsidiary of Aerojet Rocketdyne Holdings, Inc. He holds a BS from City College of the University of New York and a JD from St. Johns Law School. He is 74 years old.
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David A. Twardock
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Director since May 7, 2003
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Mr. Twardock has more than 30 years of experience in the real estate finance industry, during which time he has overseen the lending
and asset management of billions of dollars of commercial mortgages and other real estate debt financing and the management and disposition of billions of dollars of real estate equity.
From December 1998 to March 2013, Mr. Twardock was the President of Prudential Mortgage Capital Company, LLC, the real estate finance affiliate of Prudential
Financial, Inc., which had more than $70 billion in assets under management and administration as of December 31, 2012 and annually lends billions of dollars in real estate debt financing. Since 1982, Mr. Twardock has held numerous
positions relating to real estate equity and debt with Prudential, including his position from 1996 to November 1998 as Senior Managing Director of Prudential Realty Group. Mr. Twardock is a member of the Board of Directors of Morgan Stanley
Bank, N.A. and serves on the advisory committee of Blue Vista Capital Management and LBA Realty. Mr. Twardock is a member of the Urban Land Institute and the Economics Club of Chicago. Mr. Twardock previously served as a director of the
Real Estate Roundtable and Chairman of the Real Estate Roundtable Capital Markets Committee. He received a BS in Civil Engineering from the University of Illinois and an MBA in Finance and Behavioral Science from the University of Chicago. He is 58
years old.
Executive Officers who are not Directors
Mr. Ritchey serves as Senior Executive Vice President. Prior to his appointment to this position in January 2016, Mr. Ritchey
served as Executive Vice President, Head of our Washington, D.C. Office and National Director of Acquisitions and Development since April 1998 and Senior Vice President and Co-Manager of our Washington, D.C. office. Mr. Ritchey is responsible
for all business development, leasing and marketing as well as new opportunity origination in the Washington, D.C. area. He also directly oversees similar activities on a national basis. Mr. Ritchey joined us in 1980, leading our expansion to
become one of the dominant real estate firms in the Washington, D.C. metropolitan area. For four years prior to joining us, Mr. Ritchey was one of the leading commercial real estate brokers in the Washington, D.C. area with Coldwell Banker. He
is a 1972 graduate of the U.S. Naval Academy and a 1973 graduate of the U.S. Naval Post Graduate School in Monterey, California. He is 65 years old.
20
BOSTON PROPERTIES, INC.
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2016 Proxy Statement
Mr. LaBelle serves as Executive Vice President, Chief Financial Officer and Treasurer. Prior to his appointment to this position in
January 2016, Mr. LaBelle served as Senior Vice President, Chief Financial Officer and Treasurer since November 2007 and he also served as Senior Vice President, Finance from February 2005 to November 2007. In his current role, Mr. LaBelle
oversees the finance, accounting, tax, information systems, internal audit and investor relations departments and is also responsible for capital raising, treasury management, credit underwriting, financial strategy and planning. Prior to joining us
in March 2000, Mr. LaBelle held the position of Vice President & Relationship Manager with Fleet National Bank for nine years with the responsibility of financing large-scale commercial real estate developments. He started his career
as an Associate National Bank Examiner with the Office of the Comptroller of the Currency in New York City specializing in commercial real estate debt portfolio analysis and valuation in commercial banks located throughout the Mid-Atlantic and
Northeastern United States. Mr. LaBelle is on the National Advisory Board for the University of Colorado Real Estate Center. Mr. LaBelle holds a BS degree in Economics from the University of Colorado. He is 51 years old.
Mr. Johnston serves as Executive Vice President, Washington, D.C. Region. Prior to his appointment to this position in January 2016,
Mr. Johnston served as Senior Vice President and Regional Manager of our Washington, D.C. office. He is in charge of all operations including project development, leasing, construction, property management and administrative activities for our
Washington, D.C. office, with a staff of approximately 184 people. Mr. Johnston joined the Company in 1987. In 1989 he was promoted to Project Manager, with subsequent promotions in 1991 to Vice President and in 1997 to Senior Vice President.
In 2003 he was appointed head of the development team in the Washington, D.C. Region and held this position until his promotion in September 2005 to the position of Regional Manager. Mr. Johnston has been directly responsible for more than four
million square feet of new development and renovation projects. He is a past member of the board of directors of the Northern Virginia Chapter of the National Association of Industrial and Office Properties (NAIOP). Mr. Johnston received a BA
in Business Administration from Roanoke College, an MA in 1982 from Hollins College and an MBA in 1987 from the University of Virginia. He is 57 years old.
Mr. Koop serves as Executive Vice President, Boston Region. Prior to his appointment to this position in January 2016, Mr. Koop
served as Senior Vice President and Regional Manager of our Boston office. Mr. Koop is responsible for overseeing the operation of our existing regional portfolio in the Boston area, which includes the Prudential Center and Kendall Center. He
is also responsible for developing new business opportunities in the area. Prior to joining us in 1999, Mr. Koop served at Trammell Crow Company from 1982 to 1999 where his career covered high-rise office building leasing and the development of
commercial office buildings and shopping centers. From 1993 to 1999, his position was Managing Director and Regional Leader for Trammell Crow Companys New England region, which included all commercial office and shopping center operations.
Mr. Koop is a member of the Board of Directors for the Massachusetts Chapter of NAIOP, the Boston Green Ribbon Commission and the Kendall Square Association and previously served as chairman of the Back Bay Association. Mr. Koop received a
BBA in 1980 and an MBA in 1982 from Texas Christian University. He is 57 years old.
BOSTON PROPERTIES, INC.
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2016 Proxy
Statement
21
Mr. Pester serves as Executive Vice President, San Francisco Region. Prior to his appointment to this position in January 2016,
Mr. Pester served as Senior Vice President and Regional Manager of our San Francisco office. Mr. Pester is responsible for all of our activities on the West Coast. Mr. Pester is responsible for overseeing existing operations in San
Francisco and our other Bay Area properties on the Peninsula and in Silicon Valley, and developing new business opportunities in the area. Prior to joining us in 1998, he served as Executive Vice President and Chief Investment Officer of Bedford
Property Investors, a real estate investment trust in Lafayette, CA, where he led the acquisitions and development program. Prior to 1994, he was President of Bedford Property Development, a private West Coast development concern that held more than
$2 billion in real estate assets. From 1980 to 1989, he was a leading commercial real estate broker with Cushman & Wakefield in northern California, where he last served as Vice President. He is a 1979 graduate of the University of
California at Santa Barbara with a BA in Economics and Political Science. He is 59 years old.
Mr. Powers serves as Executive Vice President, New York Region. He oversees all aspects of our New York and Princeton, New Jersey
activities, including development, acquisitions, leasing and building operations. Prior to joining us on January 2, 2014 as Senior Vice President and Regional Manager of our New York office, he served from 2004 as Chairman of CBRE, Inc. for the
New York Tri-State Region overseeing the strategic direction of CBREs Tri-State operations. He joined the Edward S. Gordon Company, which was subsequently merged into CBRE, in 1986 after working 8 years at Swiss Bank Corp (now UBS). At ESG, he
developed and managed the Consulting Division into a strong and integral part of the firms service delivery platform, which facilitated its sustained leadership in the Manhattan office leasing market. He also brokered millions of square feet
of transactions, representing both tenants and landlords, led numerous strategic consulting assignments for large corporate occupiers and advised on many ground-up developments. He is a frequent speaker on commercial real estate in New York valued
for his insight linking economic trends and conditions to their eventual impact on the office market. He received a BA in Mathematics from St. Anselm College in 1968, an MA in Economics from the University of Massachusetts in 1974 and an MBA from
the University of Massachusetts in 1978. He also studied international economics at the Graduate Institute of International Studies, Geneva. He is 69 years old.
Mr. Burt serves as Senior Vice President, General Counsel and Secretary, positions he has held since 2003. He is responsible for
overseeing the legal and risk management departments. Mr. Burt has served in various capacities since he joined us in 1986, and he represented us in the acquisition of the Prudential Center in Boston and the Embarcadero Center in San Francisco,
as well as in the development activities at the Prudential Center. He previously worked in the real estate department at Nutter, McClennen & Fish in Boston. Mr. Burt is a member of the American College of Real Estate Lawyers and the
Boston Bar Association and a speaker for the American College of Real Estate Lawyers, the Association of Corporate Counsel, Massachusetts Continuing Legal Education, NAIOP and NAREIT. Mr. Burt received a BA, magna cum laude, from Brown
University and a JD, cum laude, from the University of Pennsylvania Law School. He is 57 years old.
22
BOSTON PROPERTIES, INC.
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2016 Proxy Statement
Ms. Silverstein serves as Senior Vice President and Controller. She is responsible for overseeing financial reporting, property
accounting and tax compliance and is also responsible for providing transactional support on capital markets activity. Prior to her appointment to this position in January 2016, Ms. Silverstein served as Vice President and Controller since June
2014 and prior to that she served as Vice President, Internal Audit from 2006 to 2014. Ms. Silverstein also served as the Companys Director of Internal Audit from 2002 to 2006 and Director of Financial Reporting from 1997 to 2002. Prior
to joining the Company, Ms. Silverstein was a Business Assurance Manager for Coopers & Lybrand LLP where she managed the annual audit and quarterly review services for clients in the real estate, higher education and manufacturing
industries. Ms. Silverstein holds a BS in Management, with a concentration in accounting, from Tulane University and was a licensed certified public accountant. She is 46 years old.
Co-Founder and Chairman Emeritus-to-be
Mr. Zuckerman serves as non-executive Chairman of Boston Properties, Inc. and has been a director since our initial public offering
on June 23, 1997. Mr. Zuckerman served as Executive Chairman from April 2, 2013 until December 31, 2014 and as Chief Executive Officer from January 10, 2010 until April 2, 2013. The Board has conferred the honorary
title of Chairman Emeritus upon Mr. Zuckerman effective upon the completion of his term as a director at the 2016 annual meeting of stockholders.
Mr. Zuckerman co-founded Boston Properties in 1970 after spending seven years at Cabot, Cabot & Forbes where he rose to the position of Senior Vice
President and Chief Financial Officer. He is also Chairman and Editor-in-Chief of U.S. News & World Report and Chairman and Publisher of the New York Daily News. He serves as a trustee of Memorial Sloan-Kettering Cancer Center and he is a
member of the Bank of America Global Wealth & Investment Management Committee, the Council on Foreign Relations, the Washington Institute for Near East Studies, the CUNY Graduate School of Journalism, the International Institute of
Strategic Studies and the Bipartisan Policy Center. He is also Vice Chair and Treasurer of the International Peace Institute. Mr. Zuckerman is a sponsor of the Kennedy School of Government at Harvard University. He is a former Associate
Professor of City and Regional Planning at the Harvard Graduate School of Design, a former lecturer of City and Regional Planning at Yale University, a past president of the Board of Trustees of the Dana Farber Cancer Institute in Boston, a former
Chairman of the Principals International Advisory Board of McGill University and the Conference of Presidents of Major American Jewish Organizations, a former trustee of New York University and the Institute for Advanced Studies at Princeton
and served as President of the America-Israel Friendship League. Mr. Zuckerman was awarded the Commandeur De LOrdre des Arts et des Lettres by the government of France, the Lifetime Achievement Award from Guild Hall, the Gold Medal from
the American Institute of Architecture in New York, the Sy Syms Humanitarian award from Yeshiva University and a Queen Elizabeth II Diamond Jubilee Medal from the Canadian government. Mr. Zuckerman is a graduate of McGill University in Montreal
where he received an undergraduate degree with first class honors in 1957 and a degree in law in 1961. He received an MBA with distinction from the Wharton School, University of Pennsylvania in 1961 and an LLM from Harvard University in 1962. He has
also received seven honorary degrees. He is 78 years old.
BOSTON PROPERTIES, INC.
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2016 Proxy
Statement
23
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The table below shows the amount of common stock of Boston Properties, Inc. and units of partnership interest in our Operating Partnership beneficially owned as of
February 1, 2016 by:
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each nominee for director;
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each of our named executive officers (NEOs);
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all directors and executive officers of Boston Properties as a group; and
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each person known by Boston Properties to be the beneficial owner of more than 5% of our outstanding common stock.
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On
February 1, 2016, there were:
(1)
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153,573,897 shares of our common stock outstanding;
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(2)
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16,097,473 common units of partnership interest in our Operating Partnership (common units) outstanding (other than the common units held by Boston Properties), each of which is redeemable for one share of
Boston Properties common stock (if Boston Properties elects to issue common stock rather than pay cash upon such redemption);
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(3)
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1,831,714 long term incentive units of partnership interest in our Operating Partnership (LTIP units) outstanding that were issued pursuant to the Long Term Incentive Plan, including LTIP units issued in the
form of 2012 outperformance plan (2012 OPP) awards but excluding LTIP units issued in the form of Multi-Year Long-Term Incentive Program (MYLTIP) awards, each of which, upon the satisfaction of certain conditions, is
convertible into one common unit; and
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(4)
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94,575 deferred stock units outstanding.
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24
BOSTON PROPERTIES, INC.
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2016 Proxy Statement
All references in this proxy statement to LTIP units include long term incentive units of partnership interest in the
Operating Partnership issued in the form of 2012 OPP awards and exclude LTIP units issued in the form of MYLTIP awards. LTIP units issued in the form of MYLTIP awards are collectively referred to herein as Performance Awards. None of our
directors or NEOs beneficially owns preferred units or shares of our preferred stock.
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Common Stock
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Common
Stock and Units
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Name and Address of Beneficial Owner*
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Number of
Shares
Beneficially
Owned
(1)
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Percent of
Common
Stock
(2)
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Number of
Shares
and Units
Beneficially
Owned
(1)
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Percent of
Common
Stock and
Units
(3)
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Directors, Nominees for Director and Named Executive Officers
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Mortimer B. Zuckerman
(4)
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925,221
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**
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9,229,685
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5.38%
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Bruce W. Duncan
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**
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**
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Karen E. Dykstra
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**
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**
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Carol B. Einiger
(5)
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14,212
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**
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17,222
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**
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Jacob A. Frenkel
(6)
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**
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5,382
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**
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Joel I. Klein
(7)
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3,311
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**
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5,411
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**
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Douglas T. Linde
(8)
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274,277
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**
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382,023
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**
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Matthew J. Lustig
(9)
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3,645
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**
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8,603
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**
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Alan J. Patricof
(10)
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33,168
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**
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36,178
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**
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Ivan G. Seidenberg
(11)
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10,247
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**
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10,247
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**
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Owen D. Thomas
(12)
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49,828
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**
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104,368
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**
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Martin Turchin
(13)
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24,749
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**
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26,253
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**
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David A. Twardock
(14)
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26,796
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**
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26,796
|
|
|
|
**
|
|
Raymond A. Ritchey
(15)
|
|
|
96,802
|
|
|
|
**
|
|
|
|
442,114
|
|
|
|
**
|
|
Michael E. LaBelle
(16)
|
|
|
19,277
|
|
|
|
**
|
|
|
|
74,066
|
|
|
|
**
|
|
Bryan J. Koop
(17)
|
|
|
35,126
|
|
|
|
**
|
|
|
|
76,413
|
|
|
|
**
|
|
All directors and executive officers as a group (21 persons)
(18)
|
|
|
1,599,693
|
|
|
|
1.04%
|
|
|
|
10,597,541
|
|
|
|
6.17%
|
|
5% Holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group
(19)
|
|
|
20,519,791
|
|
|
|
13.36%
|
|
|
|
20,519,791
|
|
|
|
11.96%
|
|
BlackRock, Inc.
(20)
|
|
|
13,952,089
|
|
|
|
9.08%
|
|
|
|
13,952,089
|
|
|
|
8.14%
|
|
Vanguard Specialized Funds Vanguard REIT Index Fund
(21)
|
|
|
11,059,332
|
|
|
|
7.20%
|
|
|
|
11,059,332
|
|
|
|
6.45%
|
|
State Street Corporation
(22)
|
|
|
8,830,494
|
|
|
|
5.75%
|
|
|
|
8,830,494
|
|
|
|
5.15%
|
|
FMR LLC
(23)
Abigail P. Johnson
|
|
|
8,746,215
|
|
|
|
5.70%
|
|
|
|
8,746,215
|
|
|
|
5.10%
|
|
*
|
Unless otherwise indicated, the address is c/o Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, MA 02199-8103.
|
(1)
|
The number of shares of common stock beneficially owned by each stockholder is determined under rules issued by the SEC regarding the beneficial
ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Number of Shares Beneficially Owned includes (a) shares of common stock that may be acquired upon the exercise of
options that are exercisable on or within 60 days after February 1, 2016 and (b) the number of shares of common stock issuable to directors upon conversion of deferred stock units. The Number of Shares and Units Beneficially
Owned includes all
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
25
|
shares included in the Number of Shares Beneficially Owned column plus the number of shares of common stock for which common units and LTIP units may be redeemed (assuming, in the
case of LTIP units, that they have first been converted into common units). Pursuant to the limited partnership agreement of the Operating Partnership, the holders of the common units and LTIP units (assuming conversion in full into common units, as
applicable) have the right to redeem such units for cash or, at our option, shares of common stock, subject to certain conditions. Prior to May 15, 2012, deferred stock units were granted under the Boston Properties, Inc. Second Amended and
Restated 1997 Stock Option and Incentive Plan (the 1997 Plan) and on and after May 15, 2012, deferred stock units are granted under the Boston Properties, Inc. 2012 Stock Option and Incentive Plan (the 2012 Plan)
pursuant to elections by certain non-employee directors to defer their cash compensation and to receive their cash compensation in the form of Boston Properties common stock upon their retirement from our Board of Directors. See
Compensation of Directors
beginning on page 67. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units. Holders of common units, LTIP units and deferred stock units are not
entitled to vote such units on any of the matters presented at the 2016 annual meeting.
|
(2)
|
The total number of shares outstanding used in calculating this percentage assumes (a) the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after February 1,
2016 held by the beneficial owner and that no options held by other beneficial owners are exercised and (b) the conversion into shares of common stock of all deferred stock units held by the beneficial owner and that no deferred stock units
held by other beneficial owners are converted.
|
(3)
|
The total number of shares outstanding used in calculating this percentage assumes (a) that all common units and LTIP units are presented (assuming conversion in full into common units, if applicable) to the
Operating Partnership for redemption and are acquired by Boston Properties for shares of common stock, (b) does not separately include outstanding common units held by Boston Properties, as these common units are already reflected in the
denominator by the inclusion of all outstanding shares of common stock, (c) the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after February 1, 2016 held by the beneficial owner and
that no options held by other beneficial owners are exercised and (d) the conversion into shares of common stock of all deferred stock units.
|
(4)
|
Includes 718,844 shares of common stock held directly and 206,377 shares of common stock underlying exercisable stock options. Also includes, only under the Number of Shares and Units Beneficially Owned
column, 7,620,686 common units held directly, 46,474 common units held by limited partnerships of which the sole general partners are limited liability companies of which Mr. Zuckerman is the sole member and manager and 637,304 LTIP units (of
which 2,679 LTIP units are subject to vesting). Excludes 43,552 shares of common stock held by a trust, of which Mr. Zuckerman is the grantor. Also excludes Performance Awards.
|
(5)
|
Represents 14,212 deferred stock units. Also includes, only under the Number of Shares and Units Beneficially Owned column, 3,010 LTIP units (of which 910 LTIP units are subject to vesting).
|
(6)
|
Amount consists of 5,382 LTIP units (of which 910 LTIP units are subject to vesting).
|
(7)
|
Represents 910 shares of common stock held directly (all of which are subject to vesting) and 2,401 deferred stock units. Also includes, only under the Number of Shares and Units Beneficially Owned column,
2,100 LTIP units.
|
(8)
|
Includes 178,727 shares of common stock held directly (of which 13,282 shares are subject to vesting), 700 shares of common stock held by Mr. Lindes spouse, 2,100 shares of common stock held by
Mr. Lindes children, and 92,750 shares of common stock underlying exercisable stock options. Also includes, only under the Number of Shares and Units Beneficially Owned column, 107,746 LTIP units (of which 27,729 LTIP units
are subject to vesting). Excludes Performance Awards. Mr. Linde has shared voting and dispositive power with respect to 700 shares of common stock.
|
(9)
|
Represents 3,645 deferred stock units. Also includes, only under the Number of Shares and Units Beneficially Owned column, 4,958 LTIP units (of which 910 LTIP units are subject to vesting).
|
(10)
|
Represents 33,168 deferred stock units. Also includes, only under the Number of Shares and Units Beneficially Owned column, 3,010 LTIP units (of which 910 LTIP units are subject to vesting).
|
(11)
|
Includes 9,038 shares of common stock held directly (of which 910 shares are subject to vesting) and 1,209 deferred stock units.
|
(12)
|
Includes 9,117 shares of common stock held directly and 40,711 shares of common stock underlying exercisable stock options. Also includes, only under the Number of Shares and Units Beneficiary Owned column,
54,540 LTIP units (of which 17,724 LTIP units are subject to vesting). Excludes Performance Awards.
|
26
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
(13)
|
Includes 2,805 shares of common stock held directly (of which 455 shares are subject to vesting), 500 shares of common stock held by Mr. Turchins spouse, 650 shares of common stock held through trusts and
20,794 deferred stock units. Also includes, only under the Number of Shares and Units Beneficially Owned column, 1,504 LTIP units (of which 455 LTIP units are subject to vesting). Mr. Turchin has shared voting and dispositive power
with respect to 500 shares of common stock.
|
(14)
|
Includes 7,649 shares of common stock held directly (of which 910 shares are subject to vesting) and 19,147 deferred stock units.
|
(15)
|
Represents 96,802 shares of common stock underlying exercisable stock options. Includes, only under the Number of Shares and Units Beneficially Owned column, 169,305 common units held directly, 35,600 common
units held by a limited liability company of which Mr. Ritchey is the sole manager and a member, 31,265 common units held by a trust of which Mr. Ritchey is a beneficiary and Mr. Ritcheys spouse is the sole trustee, and 109,142
LTIP units (of which 23,715 LTIP units are subject to vesting). Excludes Performance Awards.
|
(16)
|
Includes 5,087 shares of common stock held directly (of which 4,072 shares are subject to vesting) and 14,190 shares of common stock underlying exercisable stock options. Also includes, only under the Number of
Shares and Units Beneficially Owned column, 54,789 LTIP units (of which 16,108 LTIP units are subject to vesting). Excludes Performance Awards.
|
(17)
|
Includes 16,243 shares of common stock held directly and 18,883 shares of common stock underlying exercisable stock options. Also includes, only under the Number of Shares and Units Beneficially Owned
column, 41,287 LTIP units (of which 16,733 LTIP units are subject to vesting). Excludes Performance Awards.
|
(18)
|
Includes an aggregate of 1,014,846 shares of common stock, 490,272 shares of common stock underlying exercisable stock options and 94,575 deferred stock units. Also includes, only under the Number of Shares and
Units Beneficially Owned column, 7,916,314 common units and 1,081,534 LTIP units. See also Notes (4) (17) above. Excludes Performance Awards.
|
(19)
|
Information regarding The Vanguard Group (Vanguard) is based solely on a Schedule 13G/A filed by Vanguard with the SEC on February 10, 2016. Vanguards address is 100 Vanguard Blvd., Malvern, PA
19355. The Schedule 13G/A indicates that Vanguard has sole voting power with respect to 514,210 shares of common stock, shared voting power with respect to 132,110 shares of common stock, sole dispositive power with respect to 20,087,365 shares of
common stock and shared dispositive power with respect to 432,426 shares of common stock.
|
(20)
|
Information regarding BlackRock, Inc. (BlackRock) is based solely on a Schedule 13G/A filed by BlackRock with the SEC on February 10, 2016. BlackRocks address is 55 East 52nd Street, New York, NY
10022. The Schedule 13G/A indicates that BlackRock has sole voting power with respect to 12,685,691 shares of common stock and sole dispositive power with respect to all of the shares of common stock.
|
(21)
|
Information regarding Vanguard Specialized Funds Vanguard REIT Index Fund (Vanguard REIT) is based solely on a Schedule 13G/A filed by Vanguard REIT with the SEC on February 9, 2016. Vanguard
REITs address is 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G/A indicates that Vanguard REIT has sole voting power with respect to all of the shares of common stock.
|
(22)
|
Information regarding State Street Corporation (State Street) is based solely on a Schedule 13G filed by State Street with the SEC on February 12, 2016. State Streets address is One Lincoln
Street, Boston, MA 02111. The Schedule 13G indicates that State Street has shared voting and dispositive power with respect to all of the shares of common stock.
|
(23)
|
Information regarding FMR LLC and Abigail P. Johnson is based solely on a Schedule 13G/A filed jointly by FMR LLC and Abigail P. Johnson with the SEC on February 12, 2016. FMR LLC reported sole voting power with
respect to 3,724,426 shares of common stock and each of FMR LLC and Abigail P. Johnson reported sole dispositive power with respect to the same 8,746,215 shares of common stock. The address of FMR LLC and Abigail P. Johnson is 245 Summer Street,
Boston, MA 02210.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
27
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires the executive officers and directors of Boston Properties,
and persons who own more than ten percent of a registered class of Boston Properties equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and greater than ten percent
beneficial owners are required by SEC regulations to furnish Boston Properties with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written
representations that no other reports were required during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than ten percent beneficial owners were
timely satisfied.
28
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
In this Compensation
Discussion and Analysis, or CD&A, when we refer to executive compensation we mean primarily the Compensation Committees decisions regarding the compensation of our named executive officers (NEOs).
Our NEOs for 2015 were Messrs. Thomas, Linde, Ritchey, LaBelle and Koop.
Communication with Stockholders
As we have done in prior years, we engaged in extensive dialogue with representatives of more than 20 stockholders, representing more than 50% of the total number of
outstanding shares of our common stock, regarding matters to be voted on at the 2015 annual meeting, including the Say-on-Pay proposal. We appreciate hearing and understanding the views of our stockholders and believe it helps the
Company better align our executive compensation with general market expectations and the practices of our peers.
We are pleased that we received strong stockholder
support in the 2015 Say-on-Pay vote, with more than 86% of the votes cast in favor of the resolution. The Compensation Committee views these results as an indication of our stockholders strong support of our compensation programs
and validation of the Compensation Committees responsiveness to investor concerns. Accordingly, the Compensation Committee maintained the same principal elements of our executive compensation programs for setting 2015 compensation.
Alignment of Pay with Performance
At the
start of each year, the Compensation Committee establishes for management a set of rigorous strategic, operational, capital and management goals, which are aligned with our short- and long-term strategies and are reflected in the earnings guidance
and related assumptions provided to the market. As we began doing last year, the Compensation Committee looks at performance with respect to key operational and financial metrics not only against our own targets, but also against a backdrop of
performance for five office REITs that we consider direct competitors, which operate in markets and/or have assets similar to ours.
Like other REITs that are
included in the S&P 500 Index, in light of our size relative to four of the five REITs that we consider direct competitors, we look to a larger, more diverse peer group of publicly traded real estate companies for benchmarking executive
compensation. The sixteen companies in this peer group are comparable to us in terms of total capitalization, which is the most relevant indicator of the complexity of managing assets, capital, operations and talent for a company like ours,
irrespective of property focus. See
Benchmarking Peer Group and Compensation Advisors Assessment
beginning on page 44. We use the median (50th percentile) of this larger peer group as the beginning reference point,
and the Compensation Committee then adjusts executive pay based on corporate and individual performance relative to the pre-determined goals.
We continue to believe
that combining a quantitative and a qualitative assessment of performance against pre-established goals allows the Compensation Committee to strike the appropriate balance in measuring performance, by giving proper emphasis to objective results
while also considering subjective factors, if and when applicable. We do not rely on a strict formulaic framework for measuring performance against goals to determine compensation awards for a particular year. However, once total compensation is
determined, the structure of our long-term incentive program utilizes a formulaic system to determine how much performance-based equity is ultimately earned at the conclusion of a forward looking three-year measurement period.
The Compensation Committee believes that this performance-based executive compensation program, with the substantial components of variable pay and at-risk
equity awards linked to the Companys future total stockholder return (TSR), as described below, is well-aligned with our stockholders interests and in line with peer companies.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
29
Variable Pay Mix
The vast majority of our executive compensation is variable pay, in the form of long-term incentive (LTI) equity awards and annual cash bonuses. For 2015,
the variable component was 92.3% for our CEO and 88.1% for all other NEOs as a group. This mix allows the Compensation Committee to strongly motivate and reward good performance and penalize poor performance.
Majority of Compensation in At-Risk Performance-Based Equity Awards
In 2014, based on feedback from investors, we made significant changes in the mix of LTI equity awards to our NEOs to build an even stronger pay-for-performance
alignment with our stockholders by shifting significantly towards at-risk, performance-based equity awards, the ultimate value of which depends on the Companys future TSR. For 2015, the ratios of performance-based equity awards to
time-based equity awards were (1) 75.0% performance-based and 25.0% time-based for our CEO and (2) approximately 66.4% performance-based and 33.6% time-based for all other NEOs as a group. See
Alignment of Pay with
Performance
beginning on page 42.
For performance-based equity awards the Compensation Committee relies on a rigorous program that uses relative TSR over
three-year measurement periods as the main metric. This component of executive compensation aligns a significant portion of what our management actually earns over time with the Companys multi-year TSR performance compared to two different
indices, the Cohen & Steers Realty Majors Index (C&S Realty Index) (50%) and the FTSE NAREIT Office Index (the NAREIT Office Index) (as adjusted, 50%). See
Total Stockholder Return Drives
Actual Earned Pay
beginning on page 37.
2015 Executive Compensation Decisions
The Compensation Committee concluded that the management team performed very well against its 2015 goals, with particular emphasis on the following:
|
Ø
|
|
new development starts and deliveries, which are key elements of our long-term strategy for growth;
|
|
Ø
|
|
growth in diluted funds from operations (FFO) per share;
|
|
Ø
|
|
growth in same property net operating income (NOI);
|
|
Ø
|
|
balance sheet management;
|
|
Ø
|
|
enhancing communications with investors.
|
See
Assessing our Performance 2015 Corporate
Goals
beginning on page 33 for a detailed listing and assessment of performance with respect to each goal.
Based on this assessment, the Compensation
Committee decided that 2015 total compensation for the NEOs, as a group, should be set at a level that falls in the second quartile of the peer group we use for benchmarking executive compensation. For each NEO, the Compensation Committee approved
the appropriate level and mix of pay based on his role, responsibilities and performance.
Separately, for 2015, the Compensation Committee took note of evolving
roles within our senior executive team following the successful completion of a multi-year succession plan, particularly with respect to Messrs. Thomas and LaBelle, as discussed in detail under
Alignment of Pay with
Performance
beginning on page 42.
30
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Key Features of our Executive Compensation
We believe that our executive compensation program appropriately attracts, motivates and helps retain executives who can lead the Company and continue our long-term
track record of profitability, growth and TSR. The following are the key features of our executive compensation program:
|
|
|
WHAT WE DO
|
ü
|
|
We use the median (50
th
percentile) of our benchmarking peer group as the beginning reference point and the Compensation Committee then adjusts pay based on a quantitative and
qualitative review of corporate and individual performance.
|
|
|
ü
|
|
The vast majority of total compensation is tied to performance (
i.e.
, not guaranteed) and salaries comprise a modest portion of each NEOs total compensation opportunity.
|
|
|
ü
|
|
To set variable pay we establish annual performance goals for management, assess performance-against-target and compare our performance on key metrics against other office-focused REITs that we consider direct competitors. During
the year, our Board of Directors may authorize or direct management to refrain from taking actions that were assumed in the establishment of the goals or to take new actions that were not so assumed. In these cases, the Compensation Committee
assesses managements performance against the original goals as well as those decisions during the year that impacted performance against the goals.
|
|
|
ü
|
|
We align our executive officers with our long-term investors by awarding a significant percentage of variable compensation in the form of multi-year, performance-based equity awards that use relative TSR as the main
metric.
|
|
|
ü
|
|
We enhance executive officer retention with time-based, multi-year vesting schedules for equity incentive awards granted for prior-year performance.
|
|
|
ü
|
|
We have double-trigger vesting for time-based equity incentive awards following a change of control.
|
|
|
ü
|
|
We have a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a financial restatement.
|
|
|
ü
|
|
We have stock ownership guidelines for our executives and directors.
|
|
|
ü
|
|
We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent directors.
|
|
|
|
WHAT WE DONT DO
|
Ð
|
|
We do not target compensation above the market median (50th percentile) of our benchmarking peer group.
|
|
|
Ð
|
|
We do not provide our CEO and will not provide any new executive with tax gross-ups with respect to payments made in connection with a change of control.
|
|
|
Ð
|
|
We do not allow hedging or pledging of Company securities.
|
|
|
Ð
|
|
We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; incentive compensation is not based on a single performance metric and we do not have guaranteed minimum payouts.
|
|
|
Ð
|
|
We do not allow for repricing of stock options.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
31
Assessing Our Performance
The core elements of our strategy are:
|
Ø
|
|
to maintain a keen focus on select markets that exhibit the strongest economic growth and investment characteristics over time;
|
|
Ø
|
|
to invest in the highest quality buildings (primarily office) that are able to maintain high occupancy and achieve premium rental rates through economic cycles;
|
|
Ø
|
|
in our core markets, to maintain scale and a full service real estate capability (leasing, development, construction and property management) to ensure we (1) see all relevant investment deal flow and
(2) maintain an ability to execute on all types of real estate opportunities, such as acquisitions, dispositions, repositioning and development, throughout the real estate investment cycle;
|
|
Ø
|
|
to be astute in market timing for investment decisions by acquiring properties in times of opportunity, developing into economic growth and selling assets at attractive prices, resulting in continuous portfolio
refreshment;
|
|
Ø
|
|
to ensure a strong balance sheet to maintain consistent access to capital and the resultant ability to make opportunistic investments; and
|
|
Ø
|
|
to foster a culture and reputation of integrity and fair dealing, making us the counterparty of choice for tenants and real estate industry participants.
|
Because execution of this strategy spans multiple markets with different economic drivers over multiple years, particularly for development projects that take time for
permitting, construction and stabilization, and involves management of interest-rate risk and debt maturities, and because roles among management evolve over time, we look at performance not only for the latest year, but also more broadly than in a
year-over-year framework, and manage individual compensation accordingly.
The Compensation Committee reviews our performance against pre-established corporate
goals, but also, as we began doing last year, against a backdrop of performance for five office REITs that we consider direct competitors, which operate in markets and/or have assets similar to ours:
|
Ø
|
|
Kilroy Realty Corporation
|
We focus on key drivers of value creation like development activity, FFO per share, same property
NOI growth, leasing/occupancy, acquisitions/dispositions and balance sheet management. While the Compensation Committee is aware that different companies may calculate relevant performance metrics differently, the Compensation Committee finds it
useful to compare our performance to what these other office REITs disclose for similar measures, even though information is not always directly comparable among companies.
32
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
2015 Corporate Goals
In early 2015, the Compensation Committee established for management a set of rigorous strategic, operational, capital and management goals. Whenever possible, the
Compensation Committee bases its overall assessment as to whether a goal was exceeded, met or not met on both quantitative and qualitative factors. We believe that doing so allows the Compensation Committee to
strike the right balance, by giving proper emphasis to objective results while also considering subjective factors, if and when applicable. We do not rely on a strict formulaic framework for measuring annual performance against goals to determine
compensation for a variety of reasons, including:
|
Ø
|
|
the Compensation Committee takes into account the extent to which business conditions and unforeseen developments during the year lead our Board and management to make decisions that impact actual performance against
the goals as originally established;
|
|
Ø
|
|
excessive reliance on short-term goals could have negative implications for the execution of long-term strategy; and
|
|
Ø
|
|
formulaic calculations may have unintended results.
|
The summary table below lists each goal and the Compensation
Committees overall assessment of managements performance with respect to the goal, followed by a detailed analysis of each goal:
|
|
|
Goal
|
|
Overall Assessment
|
New Development Starts
|
|
Exceeded
|
Development Deliveries
|
|
Met
|
Diluted FFO per Share
|
|
Exceeded
|
Growth in Same Property NOI:
|
|
|
GAAP Basis
|
|
Exceeded
|
Cash Basis
|
|
Not Met
|
Balance Sheet Management
|
|
Exceeded
|
Leasing
|
|
Not Met
|
Enhancing Communications with Investors
|
|
Met
|
Occupancy
|
|
Exceeded
|
Dispositions
|
|
Met
|
G&A Expense
|
|
Met
|
Capital Expenditures
|
|
Met
|
Non-Office Revenue
|
|
Met
|
Quantitative Assessment
:
Our stated goal was to start four new
projects totaling approximately 1,334,000 square feet and a development budget of approximately $486 million. We surpassed this goal by starting six projects totaling approximately 1,921,000 square feet and a development budget of approximately $755
million.
Our 2015 development starts represented 3.4% of gross asset value, a larger percentage than four out of the five office REITs that we consider our
direct competitors.
Qualitative Assessment
:
Our development
pipeline consists of an aggregate of approximately 4.5 million square feet, including eight office projects, which are 58% pre-leased, and two residential projects. We also have one redevelopment property under construction totaling 73,000
square feet and a development budget of $24.5 million. As of December 31, 2015, our $1.5 billion in budgeted development costs remaining to be funded were approximately equal to our cash balance. In addition, we have nine development sites with
entitlements for a total of approximately 5.1 million square feet, as well as various additional development opportunities that are not yet entitled, that we expect to drive future growth.
Overall Assessment
: Goal exceeded.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
33
Quantitative Assessment
:
Our stated goal was to deliver six development projects totaling approximately 968,000 square feet and a development budget of
approximately $638 million. For purposes of this goal, we consider a project to be delivered upon stabilization, which is the earlier of 85% occupancy or the cessation of capitalization of interest. We delivered five projects totaling approximately
602,000 square feet and a development budget of approximately $269.5 million; these properties were 78% leased as of December 31, 2015. Upon fully stabilized leasing, we expect our development projects to deliver a weighted-average unleveraged
cash-on-cash return of approximately 7.8%.
Our 2015 development deliveries represented 1.2% of gross asset value, a larger percentage than four out of the
five office REITs that we consider our direct competitors.
Qualitative Assessment
:
In addition to the five projects delivered during the year, a sixth project, 601 Massachusetts Avenue, a 478,000 square foot office building in Washington, D.C., was (1) partially placed in-service in the third
quarter of 2015, (2) 81% leased as of December 31, 2015 and (3) 90% leased as of January 29, 2016.
As discussed above, we expect these
projects to deliver a weighted-average unleveraged cash-on-cash return of approximately 7.8%, which is significantly greater than our target return for office developments of 7.0%.
We continued to execute our robust development strategy. Between 2011 and 2015 we delivered $3.1 billion of new development and as of December 31, 2015, we had a
development pipeline of approximately $2.6 billion, compared to $2.5 billion at the beginning of 2014. This evidences the successful replenishment of our growth pipeline after delivering over $1.7 billion of new development in 2014 and 2015 alone.
Overall Assessment
: Goal met. Given managements progress in
leasing 601 Massachusetts Avenue prior to year-end 2015, the leasing status of that project as of January 29, 2016, and the better-than-target projected yields from our developments overall, the Compensation Committee concluded that this
overall assessment was appropriate.
Quantitative Assessment
:
Our stated goal was to exceed the midpoint
of our diluted FFO guidance range of $5.28 to $5.43, which was set based on assumptions underlying our 2015 earnings guidance. This target range equated to 0.4% to 3.2% projected growth over 2014. Our actual 2015 diluted FFO per share was $5.36, but
after adjusting for the impact on FFO of items that were not contemplated at the time we established the goal, our diluted FFO per share would have been $5.49, or 2.4% greater than the goal and $0.06 greater than the top of the target range set at
the beginning of the year.
Our year-over-year percentage growth in diluted FFO per share (as adjusted) was above two of the four office REITs that we
consider our direct competitors; the fifth went public in 2015 and did not report this data. (Refer to our Annual Report on Form 10-K for information relating to the calculation of FFO and diluted FFO.)
Qualitative Assessment
:
During the year our Board and management
completed acquisitions and dispositions and the defeasance of a $640.5 million mortgage loan secured by 100 & 200 Clarendon Street in Boston, Massachusetts, the impacts of which were not factored in the original diluted FFO per share goal.
The defeasance alone resulted in a loss from early extinguishment of debt of approximately $22.0 million, or $0.13 per share.
Overall Assessment
: Goal exceeded.
34
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Ø
|
|
Growth in Same Property NOI on a GAAP Basis
|
Quantitative Assessment:
Our stated goal for growth in same property NOI on a GAAP basis, including our share of NOI from unconsolidated joint ventures, but
excluding termination income, was a decrease of 1.0%. We exceeded the goal with a decrease of 0.4%.
Our growth in same property GAAP NOI was below all four
office REITs that we consider our direct competitors that reported 2015 GAAP NOI on a same property basis; the fifth went public in 2015 and did not report this data. (Refer to our Annual Report on Form 10-K for information relating to the
calculation of NOI.)
Qualitative Assessment:
Our same property GAAP
NOI performance in 2015 was primarily the result of faster lease up of vacant space in New York City and the early renewal of several significant leases at higher rental rates at Embarcadero Center in San Francisco, California, that favorably
impacted our straight-line rental revenue.
Overall Assessment
:
Goal exceeded.
Ø
|
|
Growth in Same Property NOI on a Cash Basis
|
Quantitative Assessment:
Our stated goal for growth in same property NOI on a cash basis was a 0.2% increase. We had a decline of 1.0%.
Our growth in same property cash NOI was below three of the four office REITs that we consider our direct competitors and that reported 2015 cash NOI on a same property
basis; the fifth went public in 2015 and did not report this data. (Refer to our Annual Report on Form 10-K for information relating to the calculation of NOI.)
Qualitative Assessment:
Our same property cash NOI performance in 2015 was materially impacted by two transactions that we pursued proactively and executed with
a view to enhancing our long-term growth despite a short-term trade-off in terms of same property cash NOI. First, we elected to terminate early our lease with FAO Schwarz at 767 Fifth Avenue in New York City to accommodate an expansion by an
existing tenant and ultimately accelerate our ability to achieve a positive mark-to-market on the rent for this space. This termination reduced our same property cash NOI by 0.6% in 2015. Second, we amended our ground lease with the Massachusetts
Department of Transportation at 100 Clarendon Street in Boston, Massachusetts, to extend the lease from 45 years to 99 years and to obtain the option to purchase certain air rights above and adjacent to the property for future developments in return
for payments of approximately $37 million, which are expected to be expended over the next three years with no payments thereafter. In 2015, we paid approximately $5 million under this arrangement, resulting in an approximately 0.4% decline in our
same property cash NOI.
Overall Assessment
: Goal not met.
Although the Compensation Committee gave credit to management for focusing on long-term growth despite the adverse impact of the aforementioned 767 Fifth Avenue and 100 Clarendon Street transactions on same property cash NOI, the Compensation
Committee concluded that this overall assessment was appropriate.
Ø
|
|
Balance Sheet Management
|
Leverage.
Our stated goal is to maintain liquidity and leverage ratios
within our target operating ranges, so as to be able to fund capital commitments and future opportunities as they arise, and to reduce our average borrowing costs. We improved our balance sheet by reducing our leverage ratios to the lowest levels in
recent history. Between December 31, 2014 and December 31, 2015, our adjusted net debt to combined EBITDA ratio decreased from 6.0x to 5.8x and our total adjusted debt to total adjusted market capitalization decreased from 29.0% to 27.6%,
while our fixed charge coverage ratio increased from 2.3x in 2014 to 2.4x in 2015. As of year-end, we had lower leverage as a percentage of enterprise value than four of the five office REITs that we consider our direct competitors. (Refer to
Appendix A to this proxy statement for reconciliations and other information regarding our adjusted net debt to combined EBITDA ratios as of December 31, 2015 and 2014, respectively).
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
35
Debt Maturities
.
We remain focused on managing our 2016 and 2017 debt maturities and our exposure to possible increases in interest rates. Following our December 2015 defeasance of the $640.5 million mortgage loan secured by our
100 & 200 Clarendon Street (formerly known as the John Hancock Tower and Garage) properties located in Boston, Massachusetts, which bore interest at a fixed rate of 5.68% per annum and was scheduled to mature on January 6, 2017,
our consolidated debt maturities through the end of 2017 consist of five mortgage/mezzanine loans totaling approximately $2.9 billion (of which our share is approximately $2.3 billion). The defeasance set the table for our successful issuance in
January 2016 of $1.0 billion aggregate principal amount of 3.650% senior unsecured notes due 2026. To further reduce our exposure to interest rate risk upon future refinancings, we entered into forward-starting interest rate swap contracts that fix
the 10-year swap rate at a weighted-average of 2.51% on notional amounts aggregating $1.0 billion.
Overall
Assessment
: Goal exceeded.
Quantitative
Assessment
: We had an aggressive 2015 leasing goal of 5.9 million square feet. We leased 5.2 million square feet.
Our 2015 leasing represented 11.0% of our in service portfolio by square footage, a smaller percentage than three out of the five office REITs that we consider our
direct competitors, but generally in line with the median of such peers.
Qualitative
Assessment
:
Our leasing performance does not include leases for 425,000 square feet at 100 Federal Street in Boston, Massachusetts, and 106,000 square feet at Salesforce Tower in San Francisco,
California, that were substantially complete in the fourth quarter but, due to timing considerations of the prospective tenants, were not signed until January 2016 and February 2016, respectively.
Overall Assessment
: Goal not met.
Ø
|
|
Enhancing Communication with Investors
|
One of our stated goals
was to enhance direct communications with investors. During 2015, management improved analytics leading to an enhanced road show strategy, completed various non-deal roadshows, targeted non-REIT dedicated and underweight dedicated investors, and
added a formal guidance page to our earnings package.
Overall
Assessment
: Goal met.
Quantitative
Assessment
:
Our in-service occupancy at the end of 2015 was 91.4%, which was ahead our stated goal of 90.8%.
Our occupancy as of December 31, 2015 was less than three out of the five office REITs that we consider our direct competitors.
Qualitative Assessment
:
One of our goals is to increase the
percentage of space leased to tenants in the technology, life sciences creative sectors such as advertising and media. Since January 1, 2014, our exposure to these tenants has increased from 14.3% to 18.4%.
Overall Assessment
: Goal exceeded.
Quantitative
Assessment
:
Our stated goal was $750 million in asset dispositions. During 2015, we sold approximately $743 million of assets, with our share of that total being $584 million.
Our 2015 dispositions represented 2.6% of gross asset value, a smaller percentage than three out of the five office REITs that we consider our direct competitors.
36
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Qualitative Assessment
: Although our level of disposition activity fell below the original target, this reflected an approved shift away from this goal in light of the successful management of our other goals. As 2015 progressed, our focus on
asset sales shifted from a strategic decision to sell assets at attractive prices and redeploy the proceeds into higher yielding development projects to more limited sales of non-core assets or assets with lower growth profiles. With sufficient cash
balances to fully fund our development projects, we concluded that additional asset sales were not necessary.
Overall Assessment
: Goal met.
Our stated goal was to reduce G&A expense (excluding
transaction expenses) to approximately $96 million, or a reduction of 2.9% from 2014. Our actual 2015 G&A expense was $96.3 million (a 2.7% reduction from 2014), which represents approximately 3.9% of our total revenue for 2015. We manage
G&A expense to a significantly lower percentage of revenue than all five of the office REITs that we consider our direct competitors.
Overall Assessment
: Goal met.
We managed capital expenditures according to plan,
completing 2015 capital projects for a total of $71 million as compared to a budget of $100 million. This represented substantial growth (14.2%) over 2014. Given our focus on maintaining occupancy and achieving premium rental rates over the
long-term, minimizing capital expenditures is not necessarily a goal in and of itself. As a percentage of gross asset value, our capital expenditures program was generally in line with three of the five office REITs that we consider our direct
competitors, but significantly less than the other two.
Overall Assessment
: Goal met.
Quantitative Assessment
: One of our stated goals was
to increase our revenue from non-office assets by expanding our residential and retail offerings. Non-office revenue was approximately $288 million in 2014 and approximately $274 million in 2015.
Qualitative Assessment
: The decrease in non-office
revenue in 2015 was primarily due to the termination of a lease by FAO Schwarz at 767 Fifth Avenue in New York City and also to the planned redevelopment of the retail component at 601 Lexington Avenue in New York City and the food court and
flagship arcade at the Prudential Center in Boston, Massachusetts, which necessitated terminating leases with retail tenants. Consistent with our long-term strategy, we made these decisions to enhance the revenue from, and long-term value of, these
assets despite the adverse short-term impact on meeting the goal of increasing non-office revenue in 2015. We believe that we are well-positioned to grow our non-office revenue in future years as a result of these decisions and the commencement of
development activities at our new residential properties in Reston, Virginia and Cambridge, Massachusetts.
Overall Assessment
: Goal met. Given that management appropriately focused
on promoting long-term growth of our revenue from retail tenants despite the short-term negative impact on meeting this goal, the Compensation Committee concluded that this overall assessment was appropriate.
Total Stockholder Return Drives Actual Earned Pay
Our TSR drives a significant portion of what our executives actually earn over time, while, as discussed above, managements performance against strategic,
operational, capital and management goals drives the Compensation Committees annual compensation decisions. To align executive compensation with the Companys TSR performance, the Compensation Committee relies on LTI awards under a
rigorous performancebased program (our Multi-Year Long-Term Incentive Program, or MYLTIP).
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
37
MYLTIP awards incorporate a formulaic link to our relative TSR over three-year overlapping measurement periods. Because we
are the largest dedicated office REIT, our performance is most closely correlated with both the larger U.S. REITs and office-focused companies. Therefore, the MYLTIP structure is built on a comparison of our TSR against the C&S Realty Index and
the NAREIT Office Index (adjusted to exclude us, because we account for a significant percentage of the index by market capitalization). For 2015, we significantly outperformed both the NAREIT Office Index (2.1% versus 0.3%) and four of the five
office REITs that we consider our direct competitors. We underperformed the C&S Realty Index (2.1% versus 6.4%), principally as a result of REITs in the apartment and self-storage sectors recording very strong performance for the year.
Although they are not among the metrics used for MYLTIP awards, the Compensation Committee also receives information regarding the MSCI U.S. REIT Index (commonly
referred to as the RMS Index), because it is a broad index for the domestic REIT sector, and the S&P 500 Index, because we are included in that index and it is a benchmark for many institutional investors. Our 2015 TSR was less than
the TSR of the RMS Index and greater than the TSR of the S&P 500 Index.
Our MYLTIP uses levels of opportunity threshold, target and high (plus for 2013 and 2014 MYLTIP awards, exceptional) performance.
The Compensation Committee believes that the MYLTIPs design is relatively simple, reflects a high degree of rigor and provides executives with quantifiable incentives. Based on advice from FPL, the Compensation Committee also believes that the
MYLTIPs design is competitive as compared with current market practice in the REIT industry for similar plans and provides an appropriate risk-reward trade-off.
38
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Performance-based vesting of MYLTIP awards for 2015 performance will be measured on the basis of our annualized, compounded
TSR over the three years ending February 9, 2019 relative to the annualized, compounded total return of (1) the C&S Realty Index (50%) and (2) the NAREIT Office Index (as adjusted, 50%) as follows:
|
|
|
|
|
|
|
|
|
Tier
|
|
BXP TSR Relative to Index
|
|
|
Payout Level
|
|
Threshold
|
|
|
-400 basis points
|
|
|
|
0.5x Target Value
|
|
Target
|
|
|
+50 basis points
|
|
|
|
1.0x Target Value
|
|
High
|
|
|
+725 basis points
|
|
|
|
2.5x Target Value
|
|
|
*
|
Linear interpolation applies between tiers.
|
As it was for MYLTIP awards granted prior to 2016, the TSR of the NAREIT
Office Index will be adjusted to exclude the Company because we represent such a significant portion of the index. In addition, for the first time for 2016 MYLTIP awards, the TSR of the NAREIT Office Index will be adjusted to include Vornado Realty
Trust because it is one of the five office REITs that we consider our direct competitors despite being categorized as a diversified REIT by FTSE. The MYLTIP design includes absolute TSR modifiers that reduce the level of earned awards by 20% if our
annualized TSR is less than 0%, and cause awards to be earned at 0.5x of target if our annualized TSR is more than 12%, even if based on relative TSR alone no awards would be earned.
FPL advised the Compensation Committee that many REITs use percentile rankings against indices for measuring relative TSR performance in their plans, instead of a fixed
basis point differential as we do, with the typical payout levels being as follows: threshold at the 25th percentile, target at the 50th percentile and high at the 75th percentile. The Compensation Committee asked
FPL to test how the two plan designs would have compared over the past ten years using a blend of the C&S Realty Index (50%) and the NAREIT Office Index (50%).
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
39
The table below shows that each of the tiers in our MYLTIP structure requires a more challenging level of performance than
if we utilized the typical percentile-based plan structure, when back-tested over the last ten years using average historical data for overlapping three-year measurement periods (as calculated by FPL):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSR Relative to Index
|
|
Tier
|
|
Typical Percentile-Based Plan
|
|
|
BXP MYLTIP
|
|
Threshold
|
|
|
25%-ile
|
|
|
|
-727 basis points
|
|
|
|
-400 basis points
|
|
Target
|
|
|
50%-ile
|
|
|
|
0 basis points
|
|
|
|
+50 basis points
|
|
High
|
|
|
75%-ile
|
|
|
|
+534 basis points
|
|
|
|
+725 basis points
|
|
The following graph shows how the 2016 MYLTIPs payout scale compares to the same back-testing data:
40
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
The Compensation Committee believes that MYLTIP awards appropriately align our managements focus on achieving the
Companys strategy with the relative TSR expectations of our stockholders. As of February 4, 2016, the performance measurement period for 2013 MYLTIP awards ended and the performance measurement periods for 2014 and 2015 MYLTIP awards were
almost two-thirds and one-third complete, respectively. The following charts reflect (1) actual earned rewards for NEOs as a group for their 2013 MYLTIP and (2) estimated values for NEOs as a group for their 2014 and 2015 MYLTIPs as of
December 31, 2015 based on tracking valuations performed by an expert (which could change up or down over the balance of the respective measurement periods). The data demonstrate that our NEOs performance-based pay going back to 2013
embodies a strong pay-for-performance philosophy.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
41
Alignment of Pay with Performance
We look to a group of sixteen publicly traded real estate companies for benchmarking executive compensation (see
Benchmarking Peer Group and Compensation
Advisors Assessment
beginning on page 44). We use the median (50
th
percentile) of this benchmarking peer group as the beginning reference point and as the indicator of competitive
market trends. The Compensation Committee then sets executive pay based on corporate and individual performance. The Compensation Committee concluded that the management team performed very well against its 2015 strategic, operational, capital and
management goals, with particular emphasis on: (1) new development starts and deliveries, which are key elements of our long-term strategy for growth; (2) growth in diluted FFO per share; (3) growth in same property NOI;
(4) management of the balance sheet; (5) leasing; and (6) enhancing communications with investors. On this basis, the Compensation Committee decided that 2015 total compensation for the NEOs, as a group, should be set at a level that
falls in the second quartile of our benchmarking peer group.
For each NEO the Compensation Committee approves the appropriate level and mix of pay based on his
role, responsibilities and performance. For 2015, the Compensation Committee took note of evolving roles within our senior executive team following the successful completion of a multi-year succession plan. In particular, the Compensation Committee
noted Mr. Thomas strong leadership in setting our strategic direction following the transition of Mr. Zuckerman to non-executive Chairman, and that his total compensation lagged behind the median for CEOs within our benchmarking peer
group. Based on these considerations, the Compensation Committee made a meaningful adjustment to increase Mr. Thomas compensation to bring it closer to, although still below, the median. The Compensation Committee also recognized
Mr. LaBelles effective management of our balance sheet during volatile periods, his being recognized in 2015 as the top CFO in the REIT sector by portfolio managers and buy-side analysts, as well as sell-side analysts in an annual survey
conducted by
Institutional Investor,
and that his total compensation continues to be below the median for CFOs within our benchmarking peer group.
The
Compensation Committee believes that our executive compensation is well-aligned with our stockholders interests and in line with peer companies. Variable pay, consisting of LTI equity awards and annual cash bonus, constitutes the vast majority
of our executive compensation (for our CEO, variable pay constitutes 92.3% of total compensation for 2015 performance). This allows the Compensation Committee to reward good performance and penalize poor performance. To build even stronger
pay-for-performance alignment with our stockholders, LTI equity awards are predominantly at-risk, performance-based MYLTIP awards, the ultimate value of which depends mostly on the
42
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Companys future relative TSR. The following charts present the allocation of total pay among different components for our CEO and the weighted-average of each component for our other NEOs
as a group:
(1)
|
Consists of 75.0% performance-based LTI equity awards and 25.0% time-based LTI equity awards.
|
(2)
|
Consists of 66.4% performance-based LTI equity awards and 33.6% time-based LTI equity awards.
|
The following table
presents the total direct compensation of our NEOs, inclusive of salary, bonus and LTI equity awards, but not other items required by SEC rules to be reported in the Summary Compensation Table presented under
Compensation of Executive
Officers
. We believe that this table most accurately reflects the decisions of the Compensation Committee with respect to executive compensation for performance in 2014 and 2015, including MYLTIP awards whose value will be determined over
a three-year period based on our relative TSR. To link annual awards of long-term equity incentive compensation to annual performance, the Compensation Committee, consistent with the majority of other companies whose fiscal year ends on
December 31, typically makes equity awards for a particular year in late January or early February of the following year. SEC rules for equity awards (unlike for cash bonuses) require that they be presented as compensation for the year in which
they were actually granted, and therefore equity awards shown in the Summary Compensation Table presented under
Compensation of Executive Officers
on page 55 lag a year (
i.e.
, awards made in January 2016 to reward
performance in 2015 are not reflected in this years Summary Compensation Table).
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
43
|
|
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|
Salary
|
|
|
Cash Bonus
|
|
Executive
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Owen D. Thomas
|
|
$
|
775,000
|
|
|
$
|
750,000
|
|
|
|
3.3%
|
|
|
$
|
2,558,333
|
|
|
$
|
1,972,500
|
|
|
|
29.7%
|
|
Douglas T. Linde
|
|
$
|
715,000
|
|
|
$
|
695,000
|
|
|
|
2.9%
|
|
|
$
|
1,805,000
|
|
|
$
|
1,686,377
|
|
|
|
7.0%
|
|
Raymond A. Ritchey
|
|
$
|
710,000
|
|
|
$
|
690,000
|
|
|
|
2.9%
|
|
|
$
|
1,495,000
|
|
|
$
|
1,480,000
|
|
|
|
1.0%
|
|
Michael E. LaBelle
|
|
$
|
490,000
|
|
|
$
|
475,000
|
|
|
|
3.2%
|
|
|
$
|
830,000
|
|
|
$
|
785,000
|
|
|
|
5.7%
|
|
Bryan J. Koop
1
|
|
$
|
390,000
|
|
|
|
|
|
|
|
N/A
|
|
|
$
|
821,250
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
LTI Equity Awards
|
|
|
Total Compensation
|
|
Executive
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
Owen D. Thomas
|
|
$
|
6,666,667
|
|
|
$
|
5,527,500
|
|
|
|
20.6%
|
|
|
$
|
10,000,000
|
|
|
$
|
8,250,000
|
|
|
|
21.2%
|
|
Douglas T. Linde
|
|
$
|
4,680,000
|
|
|
$
|
4,418,623
|
|
|
|
5.9%
|
|
|
$
|
7,200,000
|
|
|
$
|
6,800,000
|
|
|
|
5.9%
|
|
Raymond A. Ritchey
|
|
$
|
4,095,000
|
|
|
$
|
4,030,000
|
|
|
|
1.6%
|
|
|
$
|
6,300,000
|
|
|
$
|
6,200,000
|
|
|
|
1.6%
|
|
Michael E. LaBelle
|
|
$
|
1,980,000
|
|
|
$
|
1,540,000
|
|
|
|
28.6%
|
|
|
$
|
3,300,000
|
|
|
$
|
2,800,000
|
|
|
|
17.9%
|
|
Bryan J. Koop
|
|
$
|
1,338,750
|
|
|
|
|
|
|
|
N/A
|
|
|
$
|
2,550,000
|
|
|
|
|
|
|
|
N/A
|
|
(1)
|
This is the first year Mr.
Koop is one of our NEOs and, therefore, included in the table.
|
Benchmarking Peer Group and
Compensation Advisors Assessment
The Compensation Committee monitors the effectiveness of our executive compensation program on an ongoing basis. For it
to be effective, among other things, we believe it is necessary for compensation to be competitive with other large public real estate companies with which we compete for executive talent. The Compensation Committee uses industry peer group data as
one tool in assessing and determining pay for our executive officers. Other REITs, however, both in the office sector and in other sectors, are not always comparable to us because of differences in underlying business fundamentals. Peer group data
is intended to provide the Compensation Committee with insight into overall market pay levels, market trends, best governance practices, and overall industry performance. The median (50th percentile) serves as a reference point and
indicator of competitive market trends and the Compensation Committee uses it as the starting point when setting our executive compensation. We believe this use of peer company data is consistent with how stockholders and proxy advisory firms use
such data.
The Compensation Committee has retained FPL as its advisor since 2012 and every year re-assesses and re-affirms the independence of FPL in connection
with renewal of the engagement. The Compensation Committee directed FPL to, among other things: (1) benchmark our executive compensation against our peers and assist in developing compensation objectives; (2) analyze trends in compensation
in the marketplace generally and among our peers specifically; and (3) recommend the components and amounts of compensation for our top executive officers. FPL did not perform any other services for the Company in 2015.
FPL selected the companies to be included in the peer group we use for benchmarking executive compensation based on a review of the methodologies employed by twelve of
the REITs included in the S&P 500 Index. Based on these criteria, FPL recommended to the Compensation Committee the same peer group of sixteen publicly traded real estate companies as it did last year, which are comparable to the Company in
terms of total capitalization and assets, irrespective of property focus. FPL felt that size, as measured by total capitalization rather than equity market capitalization, is the most relevant criterion because top executives are ultimately
responsible for managing the entire organization and total capitalization best depicts scale, complexity and breadth of operations, as well as the amount of capital and assets managed. Notably, fifteen out of the sixteen members of this benchmarking
peer group also list us as a peer company.
44
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
The following table provides the names and key information for each peer company as of December 31, 2015.
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UPREIT
Market
|
|
|
Total
|
|
Name
|
|
Property Focus
|
|
Headquarters
|
|
Number of
Employees
|
|
|
Capitalization
(in millions)
|
|
|
Capitalization
(in millions)
|
|
American Tower Corporation
|
|
Specialty
|
|
Boston, MA
|
|
|
3,371
|
|
|
|
$41,097
|
|
|
|
$60,252
|
|
AvalonBay Communities, Inc.
|
|
Multi-family
|
|
Arlington, VA
|
|
|
2,981
|
|
|
|
$25,228
|
|
|
|
$31,754
|
|
Digital Realty Trust, Inc.
|
|
Specialty
|
|
San Francisco, CA
|
|
|
1,295
|
|
|
|
$11,264
|
|
|
|
$18,560
|
|
Equity Residential
|
|
Multi-family
|
|
Chicago, IL
|
|
|
3,500
|
|
|
|
$30,938
|
|
|
|
$41,948
|
|
General Growth Properties, Inc.
|
|
Regional Mall
|
|
Chicago, IL
|
|
|
1,700
|
|
|
|
$24,186
|
|
|
|
$39,085
|
|
HCP, Inc.
|
|
Health Care
|
|
Long Beach, CA
|
|
|
187
|
|
|
|
$18,029
|
|
|
|
$29,315
|
|
Host Hotels & Resorts, Inc.
|
|
Hotel
|
|
Bethesda, MD
|
|
|
241
|
|
|
|
$11,652
|
|
|
|
$15,687
|
|
Kimco Realty Corporation
|
|
Shopping Center
|
|
N. Hyde Park, NY
|
|
|
546
|
|
|
|
$10,964
|
|
|
|
$17,236
|
|
The Macerich Company
|
|
Regional Mall
|
|
Santa Monica, CA
|
|
|
976
|
|
|
|
$13,335
|
|
|
|
$18,974
|
|
Prologis, Inc.
|
|
Industrial
|
|
San Francisco, CA
|
|
|
1,555
|
|
|
|
$23,261
|
|
|
|
$38,286
|
|
Public Storage
|
|
Self-storage
|
|
Glendale, CA
|
|
|
5,300
|
|
|
|
$42,890
|
|
|
|
$47,291
|
|
Simon Property Group, Inc.
|
|
Regional Mall
|
|
Indianapolis, IN
|
|
|
3,150
|
|
|
|
$70,238
|
|
|
|
$92,803
|
|
SL Green Realty Corp.
|
|
Office
|
|
New York, NY
|
|
|
1,177
|
|
|
|
$11,718
|
|
|
|
$23,139
|
|
Ventas, Inc.
|
|
Health Care
|
|
Chicago, IL
|
|
|
466
|
|
|
|
$19,049
|
|
|
|
$30,348
|
|
Vornado Realty Trust
|
|
Diversified
|
|
New York, NY
|
|
|
4,089
|
|
|
|
$20,010
|
|
|
|
$33,443
|
|
Welltower, Inc.
|
|
Health Care
|
|
Toledo, OH
|
|
|
476
|
|
|
|
$24,136
|
|
|
|
$38,878
|
|
Median
|
|
|
|
|
|
|
1,425
|
|
|
|
$21,635
|
|
|
|
$32,598
|
|
Average
|
|
|
|
|
|
|
1,938
|
|
|
|
$24,876
|
|
|
|
$36,062
|
|
Boston Properties, Inc.
|
|
|
|
|
|
|
765
|
|
|
|
$21,874
|
|
|
|
$32,865
|
|
Relative Percentile Rank
|
|
|
|
|
|
|
30%-ile
|
|
|
|
50%-ile
|
|
|
|
51%-ile
|
|
FPLs benchmarking review was based on information disclosed in the peer companies 2015 proxy statements (the latest year for
which comprehensive data is publicly available), as well as FPLs proprietary database. FPL also reviewed the 2015 NAREIT Compensation Survey (which FPL conducts) and additional proprietary real estate compensation surveys conducted throughout
the year by FPL for additional context. FPLs review compared our executive pay practices to cash and non-cash compensation awarded to executives in comparable positions at peer companies. FPL advised the Compensation Committee that the peer
companies generally have compensation programs comparable to ours, with annual bonuses generally in the form of cash and annual long-term compensation generally in the form of equity with time-based vesting over three to five years and a focus on
performance-based compensation.
Role of Management in Compensation Decisions
Our Chief Executive Officer and President make recommendations to the Compensation Committee on the compensation of executive officers who report to them based on their
assessment of achievement of the Companys strategic and tactical plans, executives individual performance and a variety of other factors (
e.g.
, compensation history, tenure, responsibilities, market data for competitive positions
and retention concerns). The Compensation Committee considers these recommendations together with input from FPL. All final decisions affecting executive compensation are made by the Compensation Committee.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
45
What We Pay and Why
We designed our executive compensation program to accomplish the following objectives:
|
|
|
to attract, retain and reward executives who have the motivation, experience and skills to continue our track record of profitability, growth and attractive TSR,
|
|
|
|
|
to link compensation with enhancing stockholder value, given market conditions,
|
|
|
|
|
to base each executives compensation on the appropriate blend of corporate and individual goals, with NEOs being held accountable for balance sheet management, strategic planning and the allocation of resources to
competing growth opportunities among our regions and executives in each region being held accountable for the operating performance of the assets within their control,
|
|
|
|
|
to set total compensation to be competitive with similarly situated publicly traded real estate companies across property sectors,
|
|
|
|
|
to provide most of each executives total compensation as variable compensation in a pay-for-performance setting through a combination of cash bonus and LTI equity awards, and
|
|
|
|
|
to provide a significant portion of total compensation as performance-based LTI equity awards that align our executives with stockholders using relative TSR as the main metric.
|
|
The following is a summary of how the Compensation Committee believes its decisions on NEO pay for their performance
during 2015 are consistent with a pay-for-performance philosophy, provide alignment with stockholders and serve as a retention tool:
HOW WE ACCOMPLISH OUR OBJECTIVES
|
|
|
while we do not employ a formula, base salary (fixed pay) generally comprises a relatively small portion of total NEO pay,
|
|
|
|
|
annual cash bonus generally comprises approximately a quarter of total NEO pay,
|
|
|
|
|
LTI equity awards generally comprise approximately two-thirds of total NEO pay,
|
|
|
|
|
we do not target a specific percentile range within the Companys benchmarking peer group when determining an individual NEOs pay; instead, the Compensation Committee: (1) uses the market median of the
peer group as the starting point; (2) reviews market data from the peer group as one of several reference points useful for determining the right form and amount of compensation for each NEO; and (3) adjusts compensation up or down from
the market median based on a comprehensive assessment of performance,
|
|
|
|
|
we utilize a variety of objective performance metrics that we consider key drivers of value creation and measure performance on both an absolute basis and against office REITs that we consider our direct competitors.
Among others, goals include development activity, FFO per share, same property NOI growth, leasing/occupancy, acquisitions/dispositions, and management of the balance sheet, G&A expenses and capital expenditures.
|
|
|
|
|
the ultimate value of performance-based LTI equity awards is dependent mostly on the Companys future relative TSR.
|
|
46
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Base Salaries
The Compensation Committee periodically reviews base salaries for NEOs and makes adjustments to reflect market conditions, changes in responsibilities and merit
increases. The Compensation Committee approved base salaries for 2016 as follows:
|
|
|
|
|
|
|
|
|
Executive
|
|
2016
Base Salary
|
|
|
% Change
from 2015
|
|
Owen D. Thomas
|
|
$
|
875,000
|
|
|
|
12.9%
|
|
Douglas T. Linde
|
|
$
|
725,000
|
|
|
|
1.4%
|
|
Raymond A. Ritchey
|
|
$
|
720,000
|
|
|
|
1.4%
|
|
Michael E. LaBelle
|
|
$
|
500,000
|
|
|
|
2.0%
|
|
Bryan J. Koop
|
|
$
|
400,000
|
|
|
|
2.6%
|
|
Cash Bonuses
The Compensation Committee approved the following cash bonuses for 2015 performance:
|
|
|
|
|
|
|
|
|
Executive
|
|
Cash Bonus
|
|
|
% Change
from 2014
|
|
Owen D. Thomas
|
|
$
|
2,558,333
|
|
|
|
29.7%
|
|
Douglas T. Linde
|
|
$
|
1,805,000
|
|
|
|
7.0%
|
|
Raymond A. Ritchey
|
|
$
|
1,495,000
|
|
|
|
1.0%
|
|
Michael E. LaBelle
|
|
$
|
830,000
|
|
|
|
5.7%
|
|
Bryan J. Koop
|
|
$
|
821,250
|
|
|
|
N/A
|
|
LTI Equity Awards
The Compensation Committee approved LTI equity awards to NEOs for 2015 performance as a dollar amount that was then converted into a mix of performance-based MYLTIP
awards and time-based, full-value equity awards. The following table sets forth the total combined value of the performance-based and time-based equity awards to NEOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LTI Equity Awards Grant Date Value
|
|
|
Performance-Based
LTI Equity
Awards as a
Percentage of Total
|
|
|
Time-Based
LTI Equity
Awards as a
Percentage of Total
|
|
Executive
|
|
2015
|
|
|
2014
|
|
|
% Change
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
Owen D. Thomas
|
|
$
|
6,666,667
|
|
|
$
|
5,527,500
|
|
|
|
20.6%
|
|
|
|
75.0%
|
|
|
|
75.0%
|
|
|
|
25.0%
|
|
|
|
25.0%
|
|
Douglas T. Linde
|
|
$
|
4,680,000
|
|
|
$
|
4,418,623
|
|
|
|
5.9%
|
|
|
|
75.0%
|
|
|
|
75.0%
|
|
|
|
25.0%
|
|
|
|
25.0%
|
|
Raymond A. Ritchey
|
|
$
|
4,095,000
|
|
|
$
|
4,030,000
|
|
|
|
1.6%
|
|
|
|
65.0%
|
|
|
|
65.0%
|
|
|
|
35.0%
|
|
|
|
35.0%
|
|
Michael E. LaBelle
|
|
$
|
1,980,000
|
|
|
$
|
1,540,000
|
|
|
|
28.6%
|
|
|
|
60.0%
|
|
|
|
50.0%
|
|
|
|
40.0%
|
|
|
|
50.0%
|
|
Bryan J. Koop
|
|
$
|
1,338,750
|
|
|
|
|
|
|
|
N/A
|
|
|
|
50.0%
|
|
|
|
50.0%
|
|
|
|
50.0%
|
|
|
|
50.0%
|
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
47
The performance-based portion of LTI equity awards for 2015 performance was made through 2016 MYLTIP awards, with a
three-year performance period (February 10, 2016 to February 9, 2019), an additional year of time-based vesting, a total target value for NEOs of approximately $14.8 million and an aggregate payout opportunity ranging from zero to a maximum of
$37.0 million. The baseline share price for 2016 MYLTIP awards was $112.728 (the average closing price of our common stock on the NYSE for the five trading days prior to and including February 10, 2016). The following table sets forth the 2016
MYLTIP awards to NEOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Percentage of
2016 MYLTIP
|
|
|
Grant Date
Value
|
|
|
Target
Value
|
|
Owen D. Thomas
|
|
|
28.8%
|
|
|
$
|
5,000,000
|
|
|
$
|
5,681,818
|
|
Douglas T. Linde
|
|
|
20.2%
|
|
|
$
|
3,510,000
|
|
|
$
|
3,988,636
|
|
Raymond A. Ritchey
|
|
|
15.4%
|
|
|
$
|
2,661,750
|
|
|
$
|
3,024,716
|
|
Michael E. LaBelle
|
|
|
6.9%
|
|
|
$
|
1,188,000
|
|
|
$
|
1,350,000
|
|
Bryan J. Koop
|
|
|
3.9%
|
|
|
$
|
669,375
|
|
|
$
|
760,653
|
|
Under the Financial Accounting Standards Boards Accounting Standards Codification 718 Compensation Stock
Compensation (ASC Topic 718), we expect that 2016 MYLTIP awards to NEOs will have an aggregate value of approximately $13.0 million, which amount will generally be amortized into earnings over the four-year plan period under the
graded vesting method. 2016 MYLTIP awards are made in the form of LTIP units that are subject to forfeiture to the extent they are not earned or do not become vested. The number of LTIP units issued was an estimate of the maximum number of LTIP
units that NEOs could earn, based on certain assumptions. The number of LTIP units actually earned will be determined at the end of the performance period by dividing each NEOs share of the total pool, if any, by the average per share closing
price of our common stock on the NYSE for the fifteen trading days immediately preceding the measurement date. If fewer LTIP units than the number issued initially are earned, the balance will be forfeited. Prior to the measurement date, LTIP units
issued on account of 2016 MYLTIP awards will be entitled to receive per unit distributions equal to 10% of the regular quarterly distributions payable on a common unit, but will not be entitled to receive any special distributions, as opposed to
distributions per unit equal to those, both regular and special, payable on a common unit after the measurement date.
The time-based portion of 2015 LTI equity
awards granted to the NEOs other than Mr. Ritchey consisted of LTIP units or restricted shares of our common stock that vest ratably over a four-year period (25% per year). In the case of Mr. Ritchey, the time-based portion of his 2016 LTI
equity award was fully vested upon issuance because he had attained the age of 65. Pursuant to our Equity Award Grant Policy discussed below, time-based full-value equity awards were issued as of the close of business on February 8, 2016 based
on the closing price of our common stock on the NYSE on that date ($111.14).
Other Compensation Policies
Double-Trigger Acceleration of Vesting of Equity Awards upon a Change of Control
The Company received a stockholder proposal at its 2014 annual meeting regarding accelerated vesting of equity awards of senior executives upon a change of control and
approximately 53% of shares cast were voted in its favor. Although the level of support was barely a majority, the Compensation Committee was responsive to our stockholders and, with the advice of its independent advisor, FPL, undertook a full
review of the Companys policy regarding acceleration of vesting upon a change of control. As a result of that process, the Compensation Committee decided to modify time-based equity awards made in 2015 or later to include
double-trigger vesting, meaning that, if there is a change of control and the awards are not otherwise cancelled in connection with the change of control transaction, they only become fully vested if, within 24 months after
the change of control, the
48
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
executives employment is terminated by the Company or its successor without cause or the executive resigns for good reason. We believe that the change brought our
policy regarding acceleration of vesting upon a change of control in line with current best practice while also continuing to remove potential disincentives for executives to pursue a change of control transaction that would benefit stockholders.
The stockholder proposal approved at the 2014 annual meeting only called for changes to equity awards made to NEOs under future equity incentive plans or plan
amendments that stockholders approve, and did not require that it be implemented to affect existing contractual rights. However, the Compensation Committee decided to make the change last year, and those senior officers, including our Chief
Executive Officer, who are entitled to single-trigger vesting under their employment agreements have agreed to be subject to the new policy. The Compensation Committee believes that this demonstrates its and managements responsiveness and that
the new policy addresses two key objectives:
|
|
Aligning executives interests with stockholders interests
: when a change of control may be imminent, it is important to ensure that executives have the same incentive as
stockholders to maximize stockholder value.
|
|
|
Minimizing conflicts of interest
: double-trigger vesting in the context of a potential change of control reduces distraction and the risk that executives would leave the Company
before a transaction is completed, while also preventing executives from receiving a windfall by compensating them only if their employment is terminated.
|
The Company received substantially the same stockholder proposal at its 2015 annual meeting of stockholders, and approximately 72% of the shares cast were voted against
the proposal.
Clawback Policy
The
Compensation Committee adopted a formal clawback policy, which allows the Company to recoup from all executive officers and certain other specified officers incentive compensation paid on the basis of financial results that are
subsequently restated. Under the policy, if the Company is required to prepare an accounting restatement due to material non-compliance by the Company with any financial reporting requirement, the Compensation Committee may require those officers to
repay or forfeit excess compensation, which includes annual cash bonus and long-term incentive compensation in any form (including stock options, restricted stock and LTIP units, whether time-based or performance-based) received by them
during the three-year period preceding the publication of the restated financial statements, that the Compensation Committee determines was in excess of the amount that they would have received had such compensation been determined based on the
financial results reported in the restated financial statements.
The Compensation Committee may take into account any factors it deems reasonable in determining
(i) whether to seek recoupment of previously paid excess compensation, (ii) the amount of excess compensation to recoup from each individual officer, which may reflect whether the Compensation Committee concluded that he or she engaged in
wrongdoing or committed grossly negligent acts or omissions, and (iii) the form of the compensation to be recouped. The Compensation Committee intends to periodically review this policy and, as appropriate, conform it to any applicable final
rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Gross-Up for Excess Parachute Payments
The Compensation Committee adopted a formal no tax gross-up policy with respect to its senior executives. Pursuant to this policy, the
Company will not make or promise to make any tax gross-up payment to any senior executive in the future, other than payments in accordance with existing obligations or pursuant to arrangements applicable to management employees of the Company
generally, such as a relocation policy. Recent employment agreements entered into with new senior executives do not provide for tax gross-up payments and, accordingly, this policy represents the
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
49
formalization of the Compensation Committees pre-existing practice with respect to tax gross-ups. In addition, the Compensation Committee adopted amendments to the Companys Senior
Executive Severance Plan and Executive Severance Plan to provide that executives who become eligible to participate in these plans in the future will not be entitled to any tax gross-up payments under the plans.
Policy Concerning Hedging and Pledging Transactions
Certain transactions in Company securities (such as purchases and sales of publicly traded put and call options, short sales, hedging transactions such as prepaid
variable forwards, equity swaps and collars) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be
sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to
trade in Company securities. Therefore, under the policy, executive officers and directors are prohibited from engaging in short sales and derivative transactions, purchasing Company securities on margin and pledging Company securities as collateral
for a loan. An exception may be granted on a case-by-case basis where an executive officer or director who wishes to pledge Company securities as collateral for a loan (not including margin debt) clearly demonstrates the financial capacity to repay
the loan without resort to the pledged securities. No such exceptions have ever been granted.
Mandatory Minimum Equity Ownership Policy
for Senior Executives
To align senior management with our stockholders and demonstrate to the investment community that our senior management is
personally committed to our continued financial success, the Company has a policy in place that requires the following officer positions to maintain equity ownership equal to a multiple of their base salaries as follows:
|
|
|
|
|
Title
|
|
Multiple of
Base Salary
|
|
Chief Executive Officer
|
|
|
6.0x
|
|
President
|
|
|
5.0x
|
|
Senior Executive Vice President
|
|
|
5.0x
|
|
Executive Vice President, Chief Financial Officer
|
|
|
3.0x
|
|
Executive Vice President, Regional Manager
|
|
|
2.0x
|
|
Senior Vice Presidents
|
|
|
1.5x
|
|
If an executive falls below the applicable guideline due solely to a decline in the value of our common stock, the executive will not be
required to acquire additional shares to meet the guideline, but he or she will be required to retain all shares then held (except for shares withheld to pay withholding taxes or the exercise price of options) until such time as the executive again
attains the target multiple.
Employees who are hired or promoted to senior management positions will have a five-year period beginning on January 1 of the year
following their appointment to achieve this ownership requirement. Exceptions may be made for significant extenuating personal circumstances. The types of securities that will be counted toward the equity ownership requirement include shares of our
common stock, common units and LTIP units (excluding performance-based LTIP units until and unless they have been earned), in each case both vested and unvested, as well as shares acquired and held through our stock purchase and dividend
reinvestment plans. Stock options will not be counted.
50
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Equity Award Grant Policy
Under our Equity Award Grant Policy, our annual grants to employees are approved at a meeting of our Compensation Committee held in or around the third or fourth week of
January each year. The policy specifies the effective grant date for such awards as immediately following the closing of the NYSE on the second trading day after the Company publicly releases its financial results for the prior year. We believe this
policy provides the necessary certainty and transparency for both employees and stockholders, while allowing the Compensation Committee desired flexibility.
Our
Compensation Committee approves equity awards in dollar values. To the extent these awards are paid in the form of full-value awards (either shares of restricted stock and/or LTIP units), the number of shares/units granted is calculated by dividing
the dollar value of the approved awards by the closing market price on the NYSE of a share of our common stock on the effective date of grant. To the extent these awards are made in the form of stock options, the number of shares underlying option
grants is determined by dividing the dollar value of the approved awards by the fair value of a ten-year option with the exercise price equal to the closing market price on the NYSE of a share of our common stock on the effective date of grant, as
calculated by an independent valuation expert in accordance with ASC Topic 718 using assumptions approved by the Compensation Committee. The Equity Award Grant Policy did not apply to MYLTIP awards because they are not full-value awards
upon issuance and their value depends on our future TSR performance; accordingly, consistent with past practice for performance-based equity awards, the Compensation Committee determined that the MYLTIP baseline share price, from which TSR
performance is measured, should be based on the average closing stock price for the five trading days prior to and including the effective date of grant.
LTIP Units
Since 2003, we have used a class of partnership interests in our Operating Partnership, called long term incentive
units, or LTIP units, as a form of equity-based award for annual long-term incentive equity compensation. LTIP units are designed to qualify as profits interests in the Operating Partnership for federal income tax purposes, meaning that
initially they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units are
designed to offer executives a long-term incentive comparable to restricted stock, while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved
under our incentive equity plan. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units, but can achieve such parity over time upon the occurrence of
specified events in accordance with partnership tax rules. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common
stock.
Under the 2014 MYLTIP, 2015 MYLTIP and 2016 MYLTIP, during the performance period holders of LTIP units will receive distributions equal to one-tenth (
1
⁄
10
th
) of the amount of regular quarterly distributions paid on a unit, but will not receive any special
distributions. After the end of the performance period, holders of earned LTIP units, both vested and unvested, will be entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special, payable on a
common unit (which equal per share dividends (both regular and special) on our common stock). LTIP units awarded with time-based vesting conditions only, both vested and unvested, are entitled to receive distributions in an amount per LTIP unit
equal to the distributions, both regular and special, payable on a common unit.
Employment Agreements
We have employment agreements with each of our NEOs. (See
Compensation of Executive Officers Potential Payments Upon Termination or Change in
Control
beginning on page 62.) These agreements provide for a certain level of severance, generally the sum of base salary plus the prior years cash
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
51
bonus, 12 additional months of vesting in equity-based awards and participation in our health plan for up to 12 months, in the event of a termination of employment by us without cause or by the
executives for good reason. The employment agreement with Mr. Thomas provides for stipulated severance benefits in lieu of participation in severance plans for which other NEOs are eligible. In return, each executive agrees, during the term of
employment and for one year thereafter, not to compete with us, solicit our tenants or employees or interfere with our relationship with our tenants, suppliers, contractors, lenders, employees or with any governmental agency. We believe that these
agreements are fair to the executives and to our stockholders and, because the severance benefits are negotiated at the time of the agreement, avoid the need for protracted negotiations in the event of termination.
Change in Control Arrangements
We have
an employment agreement with Mr. Thomas that provides him with cash severance and certain benefits in the event of his termination under certain circumstances within 24 months following a change in control. We also have two change in control
severance plans, one for our President, Senior Executive Vice President and Executive Vice Presidents, and the other for our Senior Vice Presidents and those Vice Presidents with ten (10) or more years of tenure with us. These plans also
provide cash severance and certain benefits in the event of termination of employment under certain circumstances within 24 months following a change in control. The change in control severance provision in Mr. Thomas employment agreement
and the two change in control severance plans are double trigger arrangements, providing severance benefits only upon involuntary termination or constructive termination of the executive officer following a change in control. (See
Compensation of Executive Officers Potential Payments Upon Termination or Change in Control
beginning on page 62.) Officers who became eligible under the two severance plans described above prior to their amendment in
January 2014 upon adoption by the Compensation Committee of a formal no tax gross-up policy are entitled to a gross-up payment in the event they become subject to the 20% golden parachute excise tax. This was market practice when these
plans were adopted in 1998. Mr. Thomas is not entitled to a tax gross-up payment under his employment agreement.
In our experience, change in control cash
severance protection for executive officers is common in the REIT industry. Our Compensation Committee believes it is fair to provide severance protection in the event of an involuntary termination or constructive termination of employment following
a change in control because very often senior manager positions are eliminated following a change in control. By agreeing up front to provide severance benefits in the event of an involuntary termination or constructive termination of employment
following a change in control, the Compensation Committee believes we can reinforce and encourage the continued attention and dedication of senior management to their assigned duties without distraction in the face of an actual or threatened change
in control and ensure that management is motivated to negotiate the best consideration for our stockholders. For treatment of equity awards in the event of a change in control, please see
Double-Trigger Acceleration of Vesting of
Equity Awards upon a Change of Control
above.
Perquisites
We provide Messrs. Linde, Ritchey and Koop a monthly car allowance of $750 and we provide all of our executive officers a designated parking space. Mr. Thomas
employment agreement provides that he is entitled to the use of a Company-owned or leased vehicle, but Mr. Thomas declined this benefit in 2015. Apart from these arrangements, we do not provide any other perquisites to our executive officers.
Deferred Compensation Plan
We offer
a deferred compensation plan that enables our executives to defer a portion of their base salaries and bonuses. The amounts deferred are not included in the executives current taxable income and, therefore, are not currently deductible by us.
The executives select from a limited number of
52
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
mutual funds which serve as measurement funds, and the deferred amounts are increased or decreased to correspond to the market value of the mutual fund investments. Because the measurement funds
are publicly traded securities, we do not consider any of the earnings credited under the deferred compensation plan to be above market. We do not provide any matching contribution to any executive officer who participates in this plan,
other than a limited amount to make up for any loss of matching contributions under our Section 401(k) plan. We have made this plan available to our executives in order to ensure that our benefits are competitive. See
Compensation of
Executive Officers Nonqualified Deferred Compensation
beginning on page 60.
Retirement and Health and Welfare Benefits
We have never had a traditional or defined benefit pension plan. We maintain a 401(k) retirement plan in which all salaried employees can participate
which provides a Company matching contribution of 200% of the first 3% of compensation contributed to the plan (utilizing earnings not in excess of an amount established by the Internal Revenue Service ($265,000 in 2015)). Other benefits, such as
health and dental plans, group term life insurance, short- and long-term disability insurance and travel accident insurance, are also available generally to all of our salaried employees. Our executives participate in Company-sponsored benefit
programs available broadly to generally all of our salaried employees, including our employee stock purchase plan and our 401(k) plan.
Deductibility of Executive Compensation
The Compensation Committees policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our
executives with appropriate rewards for their performance. Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), a publicly-held corporation may not deduct compensation of more than $1 million paid to any
covered employee unless certain exceptions are met primarily related to performance-based compensation. Substantially all of the services rendered by our executive officers were performed on behalf of our operating partnership or its
subsidiaries. The Internal Revenue Service has issued a series of private letter rulings which indicate that compensation paid by an operating partnership to executive officers of a REIT that serves as its general partner is not subject to
limitation under Section 162(m) to the extent such compensation is attributable to services rendered to the operating partnership. We have not obtained a ruling on this issue, but have no reason to believe that the same conclusion would not
apply to us. To the extent that compensation paid to our executive officers is subject to and does not qualify for deduction under Section 162(m), our Compensation Committee is prepared to exceed the limit on deductibility under
Section 162(m) to the extent necessary to establish compensation programs that we believe provide appropriate incentives and reward our executives relative to their performance. Because we qualify as a REIT under the Code, we generally
distribute at least 100% of our net taxable income each year and therefore do not pay federal income tax. As a result, and based on the level of cash compensation paid to our executive officers, the possible loss of a federal tax deduction would not
be expected to have a material impact on us.
Accounting for Stock-Based Compensation
We account for stock-based awards in accordance with the requirements of ASC Topic 718.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
53
Assessment of Compensation-Related Risks
The Compensation Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The
Compensation Committee believes that because of the following there is a low likelihood that our compensation policies and practices would encourage excessive risk-taking:
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our policies and programs are generally intended to encourage executives to focus on achieving long-term objectives,
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|
|
overall compensation is maintained at levels that are competitive with the market,
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the mix of compensation rewards long-term performance with a significant at-risk component,
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variable pay is based on the achievement of a variety of different financial and operational performance measures with the Compensation Committee having discretion to determine how much each measure should impact pay,
thereby mitigating the risk that any one measure can dominate the payouts based on any formula,
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all equity awards are subject to multi-year vesting,
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executive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging, and
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a clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of Boston Properties has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with
management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Compensation Committee:
David A. Twardock, Chair
Carol B. Einiger
Dr. Jacob A. Frenkel
54
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table
sets forth the compensation paid for 2015, 2014 and 2013 to each of our NEOs.
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Name and
Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
(5)
|
|
|
Option
Awards
($)
(5)
|
|
|
All Other
Compensation
($)
(10)
|
|
|
Total
($)
(11)
|
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Owen D. Thomas
Chief Executive Officer
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|
|
2015
|
|
|
|
773,077
|
|
|
|
2,558,333
|
(1)
|
|
|
5,421,975
|
(6)
|
|
|
0
|
|
|
|
16,380
|
|
|
|
8,769,765
|
|
|
|
2014
|
|
|
|
750,000
|
|
|
|
1,972,500
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(2)
|
|
|
3,698,841
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(7)
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|
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0
|
|
|
|
16,200
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|
|
|
6,437,541
|
|
|
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2013
|
|
|
|
559,615
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|
|
|
1,293,750
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(3)(4)
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|
|
3,393,486
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(8)
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|
|
900,000
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(9)
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|
|
60,750
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|
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6,207,601
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Douglas T. Linde
President
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|
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2015
|
|
|
|
713,462
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|
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1,805,000
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(1)
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|
4,418,624
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(6)
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|
|
0
|
|
|
|
32,700
|
|
|
|
6,969,786
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|
|
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2014
|
|
|
|
693,462
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|
|
|
1,686,377
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(2)
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3,975,284
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(7)
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0
|
|
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|
32,400
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|
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6,387,523
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2013
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671,154
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1,487,500
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(3)
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3,382,500
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(8)
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717,500
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(9)
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31,800
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|
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6,290,454
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Raymond A. Ritchey
Senior Executive Vice
President
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|
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2015
|
|
|
|
708,462
|
|
|
|
1,495,000
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(1)
|
|
|
3,853,737
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(6)
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|
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0
|
|
|
|
29,088
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|
|
|
6,086,287
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2014
|
|
|
|
688,462
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|
|
|
1,480,000
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(2)
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|
3,719,578
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(7)
|
|
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0
|
|
|
|
28,908
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|
|
|
5,916,948
|
|
|
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2013
|
|
|
|
668,462
|
|
|
|
1,386,250
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(3)
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2,988,067
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(8)
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669,375
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(9)
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28,608
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|
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5,740,762
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Michael E. LaBelle
Executive Vice President,
Chief Financial
Officer and Treasurer
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2015
|
|
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488,846
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830,000
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(1)
|
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1,540,000
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(6)
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|
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0
|
|
|
|
23,700
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|
|
|
2,882,546
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|
|
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2014
|
|
|
|
473,846
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|
|
|
785,000
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(2)
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|
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1,323,988
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(7)
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|
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0
|
|
|
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23,400
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|
|
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2,606,234
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2013
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456,539
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665,000
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(3)
|
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1,012,452
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(8)
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150,000
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(9)
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|
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22,800
|
|
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2,306,791
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Bryan J. Koop
Executive Vice President,
Boston Region
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2015
|
|
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388,846
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|
|
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821,250
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(1)
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1,243,150
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(6)
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0
|
|
|
|
32,700
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|
|
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2,485,946
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(1)
|
Represents a cash bonus paid to the NEO in 2016 in recognition of performance in 2015.
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(2)
|
Represents a cash bonus paid to the NEO in 2015 in recognition of performance in 2014.
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(3)
|
Represents a cash bonus paid to the NEO in 2014 in recognition of performance in 2013.
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(4)
|
Pursuant to Mr. Thomass employment agreement, Mr. Thomas elected to receive his bonus for 2013 in the form of fully vested LTIP units. Pursuant to this election, on February 7, 2014, the payment
date of cash bonuses generally to all employees, Mr. Thomas was granted 11,849 LTIP units.
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(5)
|
A discussion of the assumptions used in calculating these values can be found in Note 17 to our 2015 audited financial statements beginning on page 183 of our annual report on Form 10-K for the year ended
December 31, 2015 included in the annual report that accompanied this proxy statement.
|
(6)
|
Represents the total fair value of restricted common stock and LTIP unit awards and 2015 MYLTIP awards awarded in 2015, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of
forfeitures related to service-based vesting conditions. The grant date fair values for the NEOs relating to restricted common stock and LTIP unit awards are as follows: Mr. Thomas $1,276,350; Mr. Linde $1,104,656;
Mr. Ritchey $1,234,237; Mr. LaBelle $770,000; and Mr. Koop $596,900. The grant date fair values for the NEOs relating to 2015 MYLTIP awards based upon the probable outcome of the performance conditions as of the
grant date for the awards are as follows: Mr. Thomas $4,145,625; Mr. Linde $3,313,968; Mr. Ritchey $2,619,500; Mr. LaBelle $770,000; and Mr. Koop $646,250. The maximum values of the 2015
MYLTIP awards, assuming that the highest level of performance conditions is achieved, are as follows: Mr. Thomas $10,795,898; Mr. Linde $8,630,125; Mr. Ritchey $6,821,615; Mr. LaBelle $2,005,208; and
Mr. Koop $1,682,943. To have value, the 2015 MYLTIP awards require the Company to achieve relative total stockholder return thresholds (subject to limited absolute performance modifiers).
|
(7)
|
Represents the total fair value of restricted common stock and LTIP unit awards and 2014 MYLTIP awards awarded in 2014, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of
forfeitures related to service-based vesting conditions.
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(8)
|
Represents the total fair value of restricted common stock and LTIP unit awards and 2013 MYLTIP awards awarded in 2013, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of
forfeitures related to service-based vesting conditions.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
55
(9)
|
Represents the total fair value of non-qualified stock option awards awarded in 2013, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based
vesting conditions.
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(10)
|
The table below shows the components of All Other Compensation for 2015, which include the life insurance premiums paid by us for group term life insurance, our match for each individual who made 401(k)
contributions, the car allowances provided to Messrs. Linde, Ritchey and Koop and the costs to the Company of providing parking spaces to Messrs. Linde, Ritchey, LaBelle and Koop. The amounts shown for car allowances in the table below reflect the
aggregate cost to the Company without deducting costs attributable to business use. The components of All Other Compensation for 2013 and 2014 for each of the NEOs, other than Mr. Koop, were reported in our 2014 and 2015 proxy
statements, respectively.
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|
|
|
|
|
|
|
|
|
Name
|
|
Life
Insurance
($)
|
|
|
401(k)
Company
Match ($)
|
|
|
Car
Allowance
($)
|
|
|
Parking
($)
|
|
|
Total
($)
|
|
Mr. Thomas
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|
|
480
|
|
|
|
15,900
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|
|
|
|
|
|
|
|
|
|
|
16,380
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|
Mr. Linde
|
|
|
480
|
|
|
|
15,900
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|
|
|
9,000
|
|
|
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7,320
|
|
|
|
32,700
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|
Mr. Ritchey
|
|
|
480
|
|
|
|
15,900
|
|
|
|
9,000
|
|
|
|
3,708
|
|
|
|
29,088
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|
Mr. LaBelle
|
|
|
480
|
|
|
|
15,900
|
|
|
|
|
|
|
|
7,320
|
|
|
|
23,700
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|
Mr. Koop
|
|
|
480
|
|
|
|
15,900
|
|
|
|
9,000
|
|
|
|
7,320
|
|
|
|
32,700
|
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(11)
|
The amounts shown in the Total compensation column for each NEO equal the sum of all columns of the Summary Compensation Table.
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56
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
2015 Grants of Plan-Based Awards
The following table provides additional information about the plan-based awards granted to our NEOs during the year ended December 31, 2015.
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|
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|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
|
Date of
Compensation
Committee
Approval
(1)
|
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
|
All Other
Stock Awards:
Number
of
Shares of
Stock or
Units
(#)
(3)
|
|
|
Grant Date
Fair Value of
Stock
and
Option
Awards
($)
(4)
|
|
|
|
|
Threshold
($)
(2)
|
|
|
Target
($)
(2)
|
|
|
Maximum
($)
(2)
|
|
|
|
Owen D. Thomas
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|
|
2/3/2015
|
|
|
|
1/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,744
|
|
|
|
1,276,350
|
|
|
|
2/5/2015
|
|
|
|
1/21/2015
|
|
|
|
2,159,180
|
|
|
|
4,318,359
|
|
|
|
10,795,898
|
|
|
|
|
|
|
|
4,145,625
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|
Douglas T. Linde
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|
|
2/3/2015
|
|
|
|
1/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,789
|
|
|
|
1,104,656
|
|
|
|
2/5/2015
|
|
|
|
1/21/2015
|
|
|
|
1,726,025
|
|
|
|
3,452,050
|
|
|
|
8,630,125
|
|
|
|
|
|
|
|
3,313,968
|
|
Raymond A. Ritchey
|
|
|
2/3/2015
|
|
|
|
1/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,946
|
|
|
|
1,234,237
|
|
|
|
2/5/2015
|
|
|
|
1/21/2015
|
|
|
|
1,364,323
|
|
|
|
2,728,646
|
|
|
|
6,821,615
|
|
|
|
|
|
|
|
2,619,500
|
|
Michael E. LaBelle
|
|
|
2/3/2015
|
|
|
|
1/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,429
|
|
|
|
770,000
|
|
|
|
2/5/2015
|
|
|
|
1/21/2015
|
|
|
|
401,042
|
|
|
|
802,083
|
|
|
|
2,005,208
|
|
|
|
|
|
|
|
770,000
|
|
Bryan J. Koop
|
|
|
2/3/2015
|
|
|
|
1/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,557
|
|
|
|
596,900
|
|
|
|
2/5/2015
|
|
|
|
1/21/2015
|
|
|
|
336,589
|
|
|
|
673,177
|
|
|
|
1,682,943
|
|
|
|
|
|
|
|
646,250
|
|
(1)
|
For a discussion of the Companys policy with respect to the effective grant dates for annual equity-based awards, see
Compensation Discussion and Analysis Other Compensation Policies Equity
Award Grant Policy
beginning on page 51.
|
(2)
|
Represents 2015 MYLTIP awards for each NEO. Amounts ultimately earned under 2015 MYLTIP awards may range from $0 to the maximum amount set forth in the table. Distributions payable on 2015 MYLTIP awards equal one-tenth
(1/10th) of the regular quarterly distributions on common units of our Operating Partnership (and no amounts are payable on special distributions) prior to being earned. Any 2015 MYLTIP awards ultimately earned based on performance vest 50% on
February 4, 2018 and 50% on February 4, 2019, subject to exceptions discussed under
Potential Payments Upon Termination or Change in Control Retirement-Related Provisions in LTI Equity Awards
beginning on
page 63.
|
(3)
|
Stock awards were made in the form of shares of restricted common stock and/or LTIP units at the election of each NEO. Each NEO, other than Messrs. Linde and LaBelle, elected to receive all LTIP units. Messrs. Linde and
LaBelle elected to receive their awards in shares of restricted common stock. Restricted common stock and LTIP units were awarded under the 2012 Plan by the Compensation Committee. Dividends are payable on restricted common stock and distributions
are payable on the LTIP units to the same extent and on the same date that dividends and distributions are paid on Boston Properties common stock and common units of our Operating Partnership, respectively. Grantees of restricted common stock pay
$0.01 per share and grantees of LTIP units pay $0.25 per unit. The awards generally vest over a four-year period with 25% vesting on January 15 of each year beginning January 15, 2016, subject to acceleration under certain circumstances.
In the case of Mr. Ritchey all of such awards were fully vested upon grant because he had attained the age of 65.
|
(4)
|
The amounts included in this column represent the full grant date fair value of the restricted common stock and LTIP unit awards and 2015 MYLTIP awards computed in accordance with ASC Topic 718, disregarding for this
purpose the estimate of forfeitures related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 17 to our 2015 audited financial statements beginning on page 183 of our annual
report on Form 10-K for the year ended December 31, 2015 included in the annual report that accompanied this proxy statement.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
57
Outstanding Equity Awards at December 31, 2015
The following table shows the outstanding equity awards held by our NEOs as of December 31, 2015.
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Option Awards
(1)(2)
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Stock Awards
(1)
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Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
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|
Option
Exercise
Price ($)
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|
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Option
Expiration
Date
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|
Number of
Shares
or Units
of Stock
That Have
Not
Vested
(#)
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|
|
Market
Value of
Shares or
Units
of
Stock
That Have
Not
Vested
($)
(3)
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|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
(#)
(4)
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|
|
Equity
Incentive
Plan Awards:
Market
or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
(4)
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Owen D. Thomas
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27,141
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27,141
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(5)
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95.69
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|
4/2/2023
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12,116
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(8)
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1,545,275
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6,537
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(9)
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833,729
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9,744
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(10)
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1,242,750
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17,476
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(14)
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2,228,889
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(14)
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22,834
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(15)
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2,912,248
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(15)
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9,816
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(16)
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1,251,933
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(16)
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|
Douglas T. Linde
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27,455
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86.86
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1/28/2021
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|
|
25,857
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|
|
|
8,619
|
(6)
|
|
|
100.77
|
|
|
|
2/3/2022
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|
|
|
|
|
|
|
|
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|
20,546
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|
|
|
20,546
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(7)
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|
|
98.46
|
|
|
|
2/1/2023
|
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4,846
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(11)
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|
618,059
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10,240
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(12)
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|
1,306,010
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6,960
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(9)
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|
887,678
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7,789
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(10)
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|
|
993,409
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|
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|
|
|
|
|
|
|
|
|
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25,409
|
(13)
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|
|
3,240,664
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|
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|
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|
|
|
|
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|
|
|
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|
|
13,302
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(14)
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|
1,696,537
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(14)
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|
24,311
|
(15)
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|
|
3,100,625
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(15)
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7,847
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(16)
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1,000,806
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(16)
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|
Raymond A. Ritchey
(19)
|
|
|
24,739
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|
|
86.86
|
|
|
|
1/28/2021
|
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|
32,120
|
|
|
|
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|
|
|
100.77
|
|
|
|
2/3/2022
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|
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39,943
|
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|
|
|
|
|
|
98.46
|
|
|
|
2/1/2023
|
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|
|
23,715
|
(13)
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|
|
3,024,611
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|
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|
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|
|
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|
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,410
|
(14)
|
|
|
1,582,771
|
(14)
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,052
|
(15)
|
|
|
2,557,432
|
(15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
6,202
|
(16)
|
|
|
791,003
|
(16)
|
|
|
Michael E. LaBelle
|
|
|
5,811
|
|
|
|
1,938
|
(6)
|
|
|
100.77
|
|
|
|
2/3/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,294
|
|
|
|
4,294
|
(7)
|
|
|
98.46
|
|
|
|
2/1/2023
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
1,090
|
(11)
|
|
|
139,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,141
|
(12)
|
|
|
273,063
|
|
|
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|
|
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|
|
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|
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|
|
|
|
|
|
4,770
|
(9)
|
|
|
608,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
5,429
|
(10)
|
|
|
692,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,857
|
(13)
|
|
|
1,512,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,489
|
(14)
|
|
|
827,607
|
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,553
|
(15)
|
|
|
708,230
|
(15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,823
|
(16)
|
|
|
232,505
|
(16)
|
|
|
Bryan J. Koop
|
|
|
5,616
|
|
|
|
|
|
|
|
86.86
|
|
|
|
1/28/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,300
|
|
|
|
1,767
|
(6)
|
|
|
100.77
|
|
|
|
2/3/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,133
|
|
|
|
4,134
|
(7)
|
|
|
98.46
|
|
|
|
2/1/2023
|
|
|
|
994
|
(11)
|
|
|
126,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,061
|
(12)
|
|
|
262,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,816
|
(9)
|
|
|
486,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,557
|
(10)
|
|
|
581,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,740
|
(13)
|
|
|
1,242,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,110
|
(14)
|
|
|
651,729
|
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,443
|
(15)
|
|
|
566,660
|
(15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,530
|
(16)
|
|
|
195,136
|
(16)
|
|
|
(1)
|
This table does not include LTIP unit and restricted common stock grants and 2016 MYLTIP awards made in February 2016 reflecting performance in 2015 because they were not outstanding at the end of 2015. Such grants are
described above under
Compensation Discussion and Analysis
.
|
58
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
(2)
|
In January 2016, we paid a special dividend of $1.25 per share of common stock to all stockholders of record as of the close of business on December 31, 2015. In connection with this special dividend, the Board of
Directors adjusted all outstanding options that had not been exercised prior to the ex-dividend date for the special dividend to ensure that options holders were in a neutral economic position after giving effect to the payment of the special
dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased so that each option had the same fair value to the holder before and after giving effect to the payment of the special
dividend. The numbers in these columns and the related footnotes reflect these adjustments.
|
(3)
|
The market value of such holdings is based on the closing price of our common stock as reported on the NYSE on December 31, 2015 of $127.54 per share.
|
(4)
|
The number and market or payout value of equity incentive plan awards is based on the amount that would have been earned pursuant to the 2013 MYLTIP awards, 2014 MYLTIP awards and 2015 MYLTIP awards if our performance
had continued through the end of the performance period at the same rate as had occurred from the beginning of the performance period through December 31, 2015.
|
(5)
|
On April 2, 2013, Mr. Thomas received an award of 54,282 non-qualified stock options under the 2012 Plan. These options vest ratably over four years, with 25% of the total award vesting on January 15 of
each year beginning January 15, 2014, subject to acceleration under certain circumstances.
|
(6)
|
On February 3, 2012, these NEOs received awards of non-qualified stock options under the 1997 Plan as follows: Mr. Linde 34,476 options; Mr. LaBelle 7,479 options; and Mr. Koop
7,067 options. These options vest ratably over four years, with 25% of the total award vesting on January 15 of each year beginning January 15, 2013, subject to acceleration under certain circumstances.
|
(7)
|
On February 1, 2013, these NEOs received awards of non-qualified stock options under the 2012 Plan as follows: Mr. Linde 41,092 options; Mr. LaBelle 8,588 options; and Mr. Koop
8,267 options. These options vest ratably over four years, with 25% of the total award vesting on January 15 of each year beginning January 15, 2014, subject to acceleration under certain circumstances.
|
(8)
|
On April 2, 2013, Mr. Thomas received an award of 24,231 LTIP units under the 2012 Plan. These LTIP units vest ratably over four years, with 25% of the total award vesting on January 15 of each year
beginning January 15, 2014, subject to acceleration under certain circumstances.
|
(9)
|
On January 31, 2014, these NEOs received awards of LTIP units under the 2012 Plan as follows: Mr. Thomas 8,716 LTIP units; Mr. Linde an aggregate of 9,280 LTIP units and shares of restricted
common stock; Mr. LaBelle 6,360 LTIP units; and Mr. Koop 5,088 LTIP units. These LTIP units and restricted common shares vest ratably over four years, with 25% of the total award vesting on January 15 of each year
beginning January 15, 2015, subject to acceleration under certain circumstances.
|
(10)
|
On February 3, 2015, these NEOs received awards of LTIP units and/or shares of restricted common stock under the 2012 Plan as follows: Mr. Thomas 9,744 LTIP units; Mr. Linde 7,789 shares of
restricted common stock; Mr. LaBelle 5,429 shares of restricted common stock; and Mr. Koop 4,557 LTIP units. These LTIP units and restricted common shares vest ratably over four years, with 25% of the total award vesting on
January 15 of each year beginning January 15, 2016, subject to acceleration under certain circumstances.
|
(11)
|
On February 3, 2012, these NEOs received awards of LTIP units under the 1997 Plan as follows: Mr. Linde 19,382 LTIP units; Mr. LaBelle 4,357 LTIP units; and Mr. Koop 3,974 LTIP
units. These LTIP units vest ratably over four years, with 25% of the total award vesting on January 15 of each year beginning January 15, 2013, subject to acceleration under certain circumstances.
|
(12)
|
On February 1, 2013, these NEOs received awards of LTIP units and/or shares of restricted common stock under the 2012 Plan as follows: Mr. Linde 20,480 shares of restricted common stock,
Mr. LaBelle 4,281 LTIP units; and Mr. Koop 4,121 LTIP units. These LTIP units and restricted common shares vest ratably over four years, with 25% of the total award vesting on January 15 of each year beginning
January 15, 2014, subject to acceleration under certain circumstances.
|
(13)
|
On February 7, 2012, these NEOs received 2012 OPP awards. These earned 2012 OPP awards vest 25% on February 7, 2015, 25% on February 7, 2016 and
50% on February 7, 2017, subject to exceptions discussed under
Potential Payments Upon Termination or Change in Control
below. On February 6, 2015, the measurement period for the 2012 OPP awards ended and the
Companys total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in the 2012 OPP awards. The final outperformance pool was determined to be approximately $32.1 million, or approximately 80% of
the total
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
59
|
maximum outperformance pool of $40.0 million and these NEOs earned 2012 OPP awards as follows: Mr. Linde 33,879 2012 OPP units; Mr. Ritchey 31,620 2012 OPP units;
Mr. LaBelle 15,180 2012 OPP units; and Mr. Koop 12,987 2012 OPP units.
|
(14)
|
On February 5, 2013, these NEOs, other than Mr. Thomas, received 2013 MYLTIP awards and on April 2, 2013, Mr. Thomas received a 2013 MYLTIP award. Any 2013 MYLTIP awards earned based on performance
vest 25% on February 4, 2016, 25% on February 4, 2017 and 50% on February 4, 2018, subject to exceptions discussed under
Potential Payments Upon Termination or Change in Control
below. On February 4,
2016, the measurement period for the 2013 MYLTIP awards ended and Boston Properties, Inc.s TSR performance (on an annualized, compounded basis) was 8.5%. The TSR for the same period for the NAREIT Office Index, adjusted to exclude Boston
Properties, Inc., was 6.2% and for the C&S Realty Index was 9.4%. As a result, the final awards were determined to be 109.5% of target or an aggregate of approximately $7.0 million for the NEOs as a group.
|
(15)
|
On February 4, 2014, these NEOs received 2014 MYLTIP awards. The measurement period for assessing performance ends on February 3, 2017. Any 2014 MYLTIP awards earned based on performance vest 50% on
February 3, 2017 and 50% on February 3, 2018, subject to exceptions discussed under
Potential Payments Upon Termination or Change in Control
below.
|
(16)
|
On February 5, 2015, these NEOs received 2015 MYLTIP awards. The measurement period for assessing performance ends on February 4, 2018. Any 2015 MYLTIP awards earned based on performance vest 50% on
February 4, 2018 and 50% on February 4, 2019, subject to exceptions discussed under
Potential Payments Upon Termination or Change in Control
below.
|
(19)
|
All of Mr. Ritcheys options, LTIP units and shares of restricted common stock, other than earned 2012 OPP awards, are fully vested because he attained the age of 65.
|
2015 Option Exercises and Stock Vested
The
following table sets forth the aggregate number of options to purchase shares of our common stock exercised by our NEOs in 2015 and the aggregate number of shares of common stock and LTIP units that vested in 2015. The Value Realized on Exercise is
the product of (1) the fair market value of a share of common stock on the date of exercise minus the exercise price, multiplied by (2) the number of shares of common stock underlying exercised options. Except as noted below, the Value
Realized on Vesting is the product of (1) the closing price on the NYSE of a share of common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading date), multiplied by (2) the number of
shares/LTIP units vesting. In each case, the value realized is before payment of any applicable taxes and brokerage commissions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
|
Value
Realized on
Exercise ($)
|
|
|
Number of
Shares
Acquired
on Vesting
(#)
|
|
|
Value
Realized on
Vesting ($)
|
|
Owen D. Thomas
|
|
|
|
|
|
|
|
|
|
|
8,237
|
|
|
|
1,152,933
|
|
Douglas T. Linde
|
|
|
|
|
|
|
|
|
|
|
25,888
|
|
|
|
3,631,844
|
|
Raymond A. Ritchey
|
|
|
|
|
|
|
|
|
|
|
17,851
|
|
|
|
2,524,652
|
|
Michael E. LaBelle
|
|
|
5,538
|
|
|
|
242,654
|
|
|
|
8,748
|
|
|
|
1,228,332
|
|
Bryan J. Koop
|
|
|
|
|
|
|
|
|
|
|
7,592
|
|
|
|
1,065,834
|
|
Nonqualified Deferred Compensation
We provide our executives with the opportunity to defer up to 20% of their base salary and cash bonuses. Deferrals are credited with earnings or losses based upon the
executives selection of one or more of 28 measurement funds which are all publicly traded mutual funds. Executives may change their selection of measurement funds on a daily basis.
60
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
The table below summarizes the annual rates of return for the year ended December 31, 2015 for the 28 measurement
funds:
|
|
|
|
|
|
|
|
|
|
|
Name of Fund
|
|
2015 Rate of
Return (%)
|
|
|
Name of Fund
|
|
2015 Rate of
Return (%)
|
|
Allianz NFJ Dividend Value Fund
|
|
|
-8.22
|
|
|
T. Rowe Price Mid-Cap Value
|
|
|
-3.34
|
|
American Beacon Small Cap Value
|
|
|
-4.39
|
|
|
Virtus Real Estate Securities A
|
|
|
1.05
|
|
Artisan Mid Cap
|
|
|
2.63
|
|
|
T. Rowe Price Retirement 2005
|
|
|
-0.75
|
|
Vanguard Small-Cap Index
(1)
|
|
|
-3.40
|
|
|
T. Rowe Price Retirement 2010
|
|
|
-0.82
|
|
T. Rowe Price Dividend Growth
|
|
|
2.42
|
|
|
T. Rowe Price Retirement 2015
|
|
|
-0.58
|
|
Dodge & Cox International
|
|
|
-10.99
|
|
|
T. Rowe Price Retirement 2020
|
|
|
-0.36
|
|
Domini Social Equity
|
|
|
-7.35
|
|
|
T. Rowe Price Retirement 2025
|
|
|
-0.17
|
|
Oakmark Equity & Income
|
|
|
-4.36
|
|
|
T. Rowe Price Retirement 2030
|
|
|
-0.02
|
|
PIMCO Low Duration Bond
|
|
|
0.55
|
|
|
T. Rowe Price Retirement 2035
|
|
|
0.13
|
|
Dodge & Cox Income
|
|
|
-0.73
|
|
|
T. Rowe Price Retirement 2040
|
|
|
0.21
|
|
Vanguard Total Stock Market Index
|
|
|
0.45
|
|
|
T. Rowe Price Retirement 2045
|
|
|
0.24
|
|
Vanguard Total Bond Market Index
|
|
|
0.11
|
|
|
T. Rowe Price Retirement 2050
|
|
|
0.26
|
|
Vanguard Total International Stock Index
|
|
|
-4.00
|
|
|
T. Rowe Price Retirement 2055
|
|
|
0.26
|
|
T. Rowe Price Growth Stock
|
|
|
10.96
|
|
|
T. Rowe Price Retirement Balanced
|
|
|
-0.75
|
|
(1)
|
Effective July 1, 2015, Vanguard Small-Cap Index replaced Buffalo Small Cap. The annual rate of return for Buffalo Small Cap for the year ended December 31, 2015 was -3.27%.
|
Benefits under the deferred compensation plan are generally paid in a lump sum upon the executives termination of employment prior to attainment of retirement age
(age 55 with five years of service) or the executives death, or in a lump sum or annual installments for a period of up to 15 years (as previously selected by the executive) upon the executives retirement. Payment will generally start or
be made by January 15 following the year of termination or retirement, or six months after the executives termination or retirement, whichever is later. Executives may also at the time of deferral elect a fixed distribution date, which
must be at least five years after the end of the calendar year in which amounts are deferred. The deferred compensation plan also permits an in-service withdrawal of the executives account balance attributable to pre-2005 deferrals, subject to
a withdrawal penalty equal to 10% of the amount withdrawn.
The following table shows deferrals made by our NEOs to the deferred compensation plan during the year
ended December 31, 2015, the earnings (losses) and withdrawals/distributions during the year, and the aggregate account balance of each NEO under the deferred compensation plan as of December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
in 2015
($)
(1)(2)
|
|
|
Registrant
Contributions
in 2015
($)
|
|
|
Aggregate
Earnings
in 2015
($)
|
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
|
Aggregate
Balance at
12/31/2015($)
(3)
|
|
Owen D. Thomas
|
|
|
154,615
|
|
|
|
|
|
|
|
-2,970
|
|
|
|
|
|
|
|
305,383
|
|
Douglas T. Linde
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond A. Ritchey
|
|
|
218,846
|
|
|
|
|
|
|
|
-72,744
|
|
|
|
|
|
|
|
1,905,379
|
|
Michael E. LaBelle
|
|
|
24,442
|
|
|
|
|
|
|
|
-19,703
|
|
|
|
|
|
|
|
828,200
|
|
Bryan J. Koop
|
|
|
114,912
|
|
|
|
|
|
|
|
-19,159
|
|
|
|
|
|
|
|
735,711
|
|
(1)
|
These amounts do not include any contributions out of bonus payments that were made during 2016 in recognition of performance in 2015.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
61
(2)
|
Of the amounts reported in the contributions column, (a) $154,615 of Mr. Thomas contributions, $70,846 of Mr. Ritcheys contributions, $24,442 of Mr. LaBelles contributions and
$46,662 of Mr. Koops contributions are also included in the Summary Compensation Table as salary for 2015 and (b) $148,000 of Mr. Ritcheys contributions and $68,250 of Mr. Koops contributions are also included
in the Summary Compensation Table as bonus for 2014 that was paid in 2015.
|
(3)
|
Of the amounts reported in the aggregate balance column, (a) $150,000 of Mr. Thomas aggregate balance, $68,846 of Mr. Ritcheys aggregate balance and $23,692 of Mr. LaBelles
aggregate balance are also included in the Summary Compensation Table as salary for 2014, (b) $66,846 of Mr. Ritcheys aggregate balance and $45,654 of Mr. LaBelles aggregate balance are also included in the Summary
Compensation Table as salary for 2013, and (c) $138,625 of Mr. Ritcheys aggregate balance and $33,250 of Mr. LaBelles aggregate balance are also included in the Summary Compensation Table as bonus for 2013 that was paid in
2014. In each case, the amounts disclosed in this footnote are the amounts originally contributed and do not reflect subsequent gains/losses on investment after the date of contribution.
|
Potential Payments Upon Termination or Change in Control
Employment Agreements and Severance Arrangements
We have various employment and severance arrangements with our NEOs to provide severance and other benefits in the event of the termination of their employment under
certain circumstances. In return for such protection, each NEO has agreed to be bound by confidentiality, non-competition and non-solicitation restrictive covenants and to provide to us post-termination litigation and regulatory cooperation.
Under these employment arrangements, in the event the NEO is terminated by us without cause or the NEO terminates for good reason, the NEO will
be entitled to receive a pro-rated target bonus for the year of termination and cash severance. The cash severance is the sum of (x) his base salary plus (y) the amount of his cash bonus, if any, received or payable in respect of the
immediately preceding year, except that the cash severance for Mr. Thomas is two times the foregoing sum. Subject to payment of premiums at the active employees rate, each NEO, his spouse and dependents may also participate in our health
plan for up to 18 months (24 months in the case of Mr. Thomas) after termination of employment. In addition, each NEO, other than Mr. Thomas, will be entitled to an additional 12 months of vesting of his outstanding equity awards with
time-based vesting. Mr. Thomas will be entitled to full vesting of his initial equity grants with time-based vesting and an additional 24 months of vesting in his other time-based equity awards. All NEOs will also become vested on a pro-rated
basis in any outstanding equity awards with performance-based vesting, subject to attainment of performance goals.
If an NEOs employment with us is terminated
by reason of death or disability, he or his beneficiary will be entitled to receive a pro-rated target bonus for the year of termination. In addition, he will become fully vested in his outstanding equity awards with time-based vesting, and subject
to payment of premiums, he or his spouse and dependents may participate in our health plan for up to 18 months after termination of employment. The NEO will also become fully vested in any outstanding equity awards with performance-based vesting,
subject to attainment of performance goals.
If Mr. Thomas employment with us ends upon the conclusion of the initial three-year term of his employment
agreement or the first year of the extended term following our non-renewal of the agreement, he will not be entitled to receive any cash severance or benefits continuation, but he will receive accelerated vesting of his equity awards to the same
extent as described above for a termination without cause or for good reason.
If an NEOs employment is terminated by us without
cause or by the NEO for good reason upon or within 24 months after a change in control, then such NEO will be entitled to a pro-rated target cash bonus for the year of termination and a lump sum severance amount equal
to three times the sum of (x) his base salary plus (y) the amount of his average annual bonus. Each NEO will also be entitled to full vesting of his outstanding equity awards with time-based vesting, acceleration of vesting of his
performance-based equity awards, subject to attainment of performance goals, 36 months of financial counseling, tax preparation assistance and outplacement, and, subject to payment of premiums at the
62
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
active employees rate, may also participate in our health plan for up to 36 months following termination of employment. In addition, each NEO, other than Mr. Thomas, will be entitled
to receive a tax gross-up payment in the event he becomes subject to the golden parachute excise tax (as discussed above under
Compensation Discussion and Analysis Other Compensation Policies Gross-Up for Excess Parachute
Payments
).
The Compensation Committee decided to modify time-based equity awards made in 2015 or later to include double-trigger vesting,
meaning that, if there is a change of control (as defined in the Companys 2012 Plan) and the awards are not otherwise cancelled in connection with the change of control transaction, then they only become fully vested if, within 24
months after the change of control, the executives employment is terminated by the Company or its successor without cause or the executive resigns for good reason. Although Mr. Thomas is entitled to single-trigger
vesting upon a change of control under his employment agreement, he has agreed to be subject to the new policy.
Retirement-Related Provisions in LTI Equity Awards
In general, when an employee attains age 65 or attains age 62 and completes 20 years of service with us while still in service, the employee becomes fully vested in all
time-based LTI equity awards. As of December 31, 2015, Mr. Ritchey satisfied the age condition and, therefore, all of his time-based LTI equity had vested.
In the case of performance-based LTI equity awards granted prior to 2014 (
i.e.
, the 2012 OPP and 2013 MYLTIP), if an employee retires after attaining age 65 or
attaining age 62 with 20 years of service with us, then the employee will become vested on a pro-rated basis, based on the number of days served in the performance period, subject to attainment of performance goals.
In the case of performance-based LTI equity awards granted under the 2014 MYLTIP, 2015 MYLTIP and 2016 MYLTIP:
|
|
if an employee retires after (1) attaining age 62 with 20 years of service with us, or (2) attaining age 65 with less than 15 years of service with us, then the employee will become vested on a pro-rated
basis, based on the number of days elapsed in the performance period plus 365 (
i.e.
, one additional year), subject to attainment of performance goals; and
|
|
|
if an employee retires after attaining age 65 with 15 years of service with us, then the employee will become vested on a pro-rated basis, based on the number of days elapsed in the performance period plus 730
(
i.e.
, two additional years), subject to attainment of performance goals.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
63
The following tables show potential payments and benefits that would have been provided to our NEOs upon the occurrence of
a change in control and certain termination triggering events, assuming such change in control or terminating event occurred on December 31, 2015. The closing market price of our common stock on the NYSE on December 31, 2015 was $127.54
per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon Termination
|
|
Qualified
Retirement
($)
|
|
|
Involuntary
Not for Cause
Termination/
Good Reason
Termination
($)
|
|
|
Involuntary or
Good
Reason
Termination
Following
Change in
Control
($)
(1)
|
|
|
Change in
Control
Without
Termination
($)
(1)
|
|
|
Death or
Disability
($)
|
|
Owen D. Thomas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
1,782,500
|
|
|
|
|
|
|
|
|
|
|
|
1,782,500
|
|
Severance
|
|
|
|
|
|
|
5,495,000
|
|
|
|
7,871,250
|
|
|
|
|
|
|
|
|
|
Unvested Equity Awards
(2)(3)(4)
|
|
|
|
|
|
|
3,586,910
|
|
|
|
4,486,194
|
|
|
|
3,243,444
|
|
|
|
4,486,194
|
|
2013 MYLTIP awards
(5)
|
|
|
|
|
|
|
2,153,733
|
|
|
|
2,228,889
|
|
|
|
2,228,889
|
|
|
|
2,228,889
|
|
2014 MYLTIP awards
(5)
|
|
|
|
|
|
|
1,848,413
|
|
|
|
2,912,248
|
|
|
|
2,912,248
|
|
|
|
2,912,248
|
|
2015 MYLTIP awards
(5)
|
|
|
|
|
|
|
376,152
|
|
|
|
1,251,933
|
|
|
|
1,251,933
|
|
|
|
1,251,933
|
|
Benefits Continuation
|
|
|
|
|
|
|
35,240
|
|
|
|
52,860
|
|
|
|
|
|
|
|
26,430
|
|
Other Benefits
(6)
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Excise Tax Gross-Up
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
15,277,948
|
|
|
|
18,953,374
|
|
|
|
9,636,514
|
|
|
|
12,688,194
|
|
Douglas T. Linde
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
715,000
|
|
|
|
|
|
|
|
|
|
|
|
715,000
|
|
Severance
|
|
|
|
|
|
|
2,401,377
|
|
|
|
6,768,877
|
|
|
|
|
|
|
|
|
|
Unvested Equity Awards
(2)(3)(4)
|
|
|
|
|
|
|
3,425,010
|
|
|
|
7,874,028
|
|
|
|
6,880,619
|
|
|
|
7,874,028
|
|
2013 MYLTIP awards
(5)
|
|
|
|
|
|
|
1,642,260
|
|
|
|
1,696,537
|
|
|
|
1,696,537
|
|
|
|
1,696,537
|
|
2014 MYLTIP awards
(5)
|
|
|
|
|
|
|
1,967,976
|
|
|
|
3,100,625
|
|
|
|
3,100,625
|
|
|
|
3,100,625
|
|
2015 MYLTIP awards
(5)
|
|
|
|
|
|
|
300,699
|
|
|
|
1,000,806
|
|
|
|
1,000,806
|
|
|
|
1,000,806
|
|
Benefits Continuation
|
|
|
|
|
|
|
17,620
|
|
|
|
54,300
|
|
|
|
|
|
|
|
26,430
|
|
Other Benefits
(6)
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Excise Tax Gross-Up
|
|
|
|
|
|
|
|
|
|
|
5,704,320
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
10,469,942
|
|
|
|
26,349,493
|
|
|
|
12,678,587
|
|
|
|
14,413,426
|
|
Raymond A. Ritchey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
710,000
|
|
|
|
|
|
|
|
|
|
|
|
710,000
|
|
Severance
|
|
|
|
|
|
|
2,190,000
|
|
|
|
6,396,250
|
|
|
|
|
|
|
|
|
|
Unvested Equity Awards
(2)(3)(4)
|
|
|
3,204,611
|
|
|
|
1,008,204
|
|
|
|
3,204,611
|
|
|
|
3,204,611
|
|
|
|
3,204,611
|
|
2013 MYLTIP awards
(5)
|
|
|
1,532,134
|
|
|
|
1,532,134
|
|
|
|
1,582,771
|
|
|
|
1,582,771
|
|
|
|
1,582,771
|
|
2014 MYLTIP awards
(5)
|
|
|
2,557,432
|
|
|
|
1,623,210
|
|
|
|
2,557,432
|
|
|
|
2,557,432
|
|
|
|
2,557,432
|
|
2015 MYLTIP awards
(5)
|
|
|
764,997
|
|
|
|
237,662
|
|
|
|
791,003
|
|
|
|
791,003
|
|
|
|
791,003
|
|
Benefits Continuation
|
|
|
|
|
|
|
16,018
|
|
|
|
49,494
|
|
|
|
|
|
|
|
24,027
|
|
Other Benefits
(6)
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Excise Tax Gross-Up
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
8,059,174
|
|
|
|
7,317,228
|
|
|
|
14,731,561
|
|
|
|
8,135,817
|
|
|
|
8,869,844
|
|
64
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon Termination
|
|
Qualified
Retirement
($)
|
|
|
Involuntary
Not for Cause
Termination/
Good Reason
Termination
($)
|
|
|
Involuntary or
Good
Reason
Termination
Following
Change in
Control
($)
(1)
|
|
|
Change in
Control
Without
Termination
($)
(1)
|
|
|
Death or
Disability
($)
|
|
Michael E. LaBelle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
490,000
|
|
|
|
|
|
|
|
|
|
|
|
490,000
|
|
Severance
|
|
|
|
|
|
|
1,275,000
|
|
|
|
3,670,000
|
|
|
|
|
|
|
|
|
|
Unvested Equity Awards
(2)(3)(4)
|
|
|
|
|
|
|
1,269,700
|
|
|
|
3,401,854
|
|
|
|
2,709,439
|
|
|
|
3,401,854
|
|
2013 MYLTIP awards
(5)
|
|
|
|
|
|
|
801,129
|
|
|
|
827,607
|
|
|
|
827,607
|
|
|
|
827,607
|
|
2014 MYLTIP awards
(5)
|
|
|
|
|
|
|
449,515
|
|
|
|
708,230
|
|
|
|
708,230
|
|
|
|
708,230
|
|
2015 MYLTIP awards
(5)
|
|
|
|
|
|
|
69,858
|
|
|
|
232,505
|
|
|
|
232,505
|
|
|
|
232,505
|
|
Benefits Continuation
|
|
|
|
|
|
|
17,620
|
|
|
|
54,300
|
|
|
|
|
|
|
|
26,430
|
|
Other Benefits
(6)
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Excise Tax Gross-Up
|
|
|
|
|
|
|
|
|
|
|
2,931,052
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
4,372,822
|
|
|
|
11,975,548
|
|
|
|
4,477,781
|
|
|
|
5,686,626
|
|
Bryan J. Koop
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
390,000
|
|
|
|
|
|
|
|
|
|
|
|
390,000
|
|
Severance
|
|
|
|
|
|
|
1,072,500
|
|
|
|
2,889,500
|
|
|
|
|
|
|
|
|
|
Unvested Equity Awards
(2)(3)(4)
|
|
|
|
|
|
|
1,087,173
|
|
|
|
2,867,286
|
|
|
|
2,286,086
|
|
|
|
2,286,086
|
|
2013 MYLTIP awards
(5)
|
|
|
|
|
|
|
630,879
|
|
|
|
651,729
|
|
|
|
651,729
|
|
|
|
651,729
|
|
2014 MYLTIP awards
(5)
|
|
|
|
|
|
|
359,661
|
|
|
|
566,660
|
|
|
|
566,660
|
|
|
|
566,660
|
|
2015 MYLTIP awards
(5)
|
|
|
|
|
|
|
58,630
|
|
|
|
195,136
|
|
|
|
195,136
|
|
|
|
195,139
|
|
Benefits Continuation
|
|
|
|
|
|
|
17,620
|
|
|
|
54,300
|
|
|
|
|
|
|
|
26,430
|
|
Other Benefits
(6)
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Excise Tax Gross-Up
|
|
|
|
|
|
|
|
|
|
|
2,335,551
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
3,616,463
|
|
|
|
9,710,162
|
|
|
|
3,699,611
|
|
|
|
4,116,044
|
|
(1)
|
Under our 1997 Plan and 2012 Plan, all time-based equity awards made prior to December 31, 2014 become fully vested upon a change in control. For termination in connection with a change in control, assumes
termination occurs simultaneously with the change in control. Beginning in 2015, all time-based equity awards include double trigger vesting, meaning that, if there is a change in control and the awards are not otherwise cancelled in
connection with the change in control transaction, then they only become fully vested if, within 24 months after the change of control, the executives employment is terminated by the Company or its successor without cause or the
executive resigns for good reason.
|
(2)
|
In the event of an involuntary not for cause termination or a good reason termination prior to a change in control, (a) for Mr. Thomas, pursuant to his Employment Agreement, he will become fully vested in his
initial equity award and the vesting of all other equity awards will be accelerated by 24 months and (b) for Messrs. Linde, Ritchey, LaBelle and Koop, the vesting of equity awards will be accelerated by 12 months. Accordingly, the following
shares of restricted common stock, LTIP units and non-qualified stock options would have vested: Mr. Thomas 10,673 LTIP units and 13,570 non-qualified stock options; Mr. Linde an aggregate of 22,703 LTIP units and shares of
restricted common stock and 18,892 non-qualified stock options; Mr. Ritchey 7,905 LTIP units; Mr. LaBelle an aggregate of 9,059 LTIP units and shares of restricted common stock and 4,085 non-qualified stock options and; Mr.
Koop 7,682 LTIP units and 3,834 non-qualified stock options. The value of the stock options is calculated as the difference between the closing price of the Companys common stock on December 31, 2015 of $127.54 and the exercise
price of the stock options. All of Mr. Ritcheys LTIP units (other than LTIP units issued in the form of 2012 OPP awards), shares of restricted common stock and stock options previously vested because he attained the age of 65.
|
(3)
|
In the event of (a) an involuntary not for cause termination or a good reason termination following a change in control or (b) death or disability, all
outstanding equity awards become fully vested. At December 31, 2015,
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
65
|
Messrs. Thomas, Linde, Ritchey, LaBelle and Koop held unvested restricted common stock, LTIP units and non-qualified stock options as follows: Mr. Thomas 28,397 LTIP units and 27,141
non-qualified stock options; Mr. Linde an aggregate of 55,244 LTIP units and shares of restricted common stock and 29,165 non-qualified stock options; Mr. Ritchey 23,715 LTIP units; Mr. LaBelle an aggregate of
25,287 LTIP units and shares of restricted common stock and 6,232 non-qualified stock options; and Mr. Koop 21,168 LTIP units and 5,901 non-qualified stock options. See Note (1). All of Mr. Ritcheys LTIP units (other than LTIP
units issued in the form of 2012 OPP awards), shares of restricted common stock and stock options previously vested because he attained the age of 65.
|
(4)
|
In the event of a change in control without termination, all outstanding equity awards made prior to December 31, 2014 become fully vested. Accordingly, the following shares of unvested restricted common stock,
LTIP units and non-qualified stock options would have vested: Mr. Thomas 18,653 LTIP units and 27,141 non-qualified stock options; Mr. Linde an aggregate of 47,455 LTIP units and shares of restricted common stock and 29,165
non-qualified stock options; Mr. Ritchey 23,715 LTIP units; Mr. LaBelle an aggregate of 19,858 LTIP units and shares of restricted common stock and 6,232 non-qualified stock options; and Mr. Koop 16,611 LTIP units
and 5,901 non-qualified stock options. See Note (1). All of Mr. Ritcheys LTIP units, shares of restricted common stock and options previously vested because he attained the age of 65.
|
(5)
|
Pursuant to the terms of the 2013 MYLTIP awards, 2014 MYLTIP awards and 2015 MYLTIP awards, in the event of a change in control prior to the end of the three-year performance period, the number of LTIP units earned will
be calculated as of the date of the change in control based on our performance through such date as measured against performance hurdles (without proration), and any LTIP units earned will be fully vested. The values set forth above relating to
(a) an involuntary not for cause termination or a good reason termination following a change in control and (b) a change in control without termination are based on the number of LTIP units that would have been earned assuming a per share
consideration in a change in control transaction equal to the closing stock price on December 31, 2015. Pursuant to the terms of the 2013 MYLTIP awards, 2014 MYLTIP awards and 2015 MYLTIP awards, in the event of termination of the employment of
any of our NEOs resulting from an involuntary not for cause termination, a good reason termination or death or disability, then (a) the number of LTIP units that such officer will earn will be determined in the same manner, with respect to the
performance hurdles, and at the same time as it otherwise would have been (
i.e.
, as of the end of the performance period or upon a change in control), (b) such officer will be vested in a pro rated portion of the LTIP units that such
officer otherwise would have earned based on the portion of the three-year performance period during which such officer was employed by us (or, in the event of a termination upon death or disability, such officer will be vested in all of the LTIP
units that such officer otherwise would have earned) and (c) except in the event of death or disability, such officer will not be permitted to transfer the LTIP units that are earned until they otherwise would have vested under the terms of the
awards (
i.e.
, (i) for the 2013 MYLTIP awards, 25% on February 4, 2016, 25% on February 4, 2017 and 50% on February 4, 2018, (ii) for the 2014 MYLTIP awards, 50% on February 3, 2017 and 50% on February 3,
2018 and (iii) for the 2015 MYLTIP awards, 50% on February 4, 2018 and 50% on February 4, 2019). For a discussion of retirement-related provisions in the 2013 MYLTIP awards, the 2014 MYLTIP awards and the 2015 MYLTIP awards, see
Retirement-Related Provisions in LTI Equity Awards
above. The values set forth above relating to (a) an involuntary not for cause termination or a good reason termination and (b) death or disability are based on
the number of LTIP units that would have been earned assuming our performance for the three-year performance period under the 2013 MYLTIP, 2014 MYLTIP and 2015 MYLTIP continued at the same annualized rate as we experienced from the first day of the
respective performance period through December 31, 2015 and reflect pro rated vesting, as applicable, but are not discounted to reflect the fact that such LTIP units would not be earned until a later date and would be subject to continuing
transfer restrictions except in the case of death or disability. LTIP units are valued based on the closing price of the Companys common stock on December 31, 2015, which was $127.54 per share. On February 4, 2016, the measurement
period for the 2013 MYLTIP awards ended and Boston Properties, Inc.s TSR performance (on an annualized, compounded basis) was 8.5%. The TSR for the same period for the NAREIT Office Index, adjusted to exclude Boston Properties, Inc., was 6.2%,
and for the C&S Realty Index was 9.4%. As a result, the final awards were determined to be 109.5% of target or an aggregate of approximately $7.0 million for the NEOs as a group.
|
(6)
|
Includes outplacement services valued at 15% of current base salary and bonus with respect to the immediately preceding year up to a maximum of $75,000 paid in a lump sum, and financial counseling and tax preparation
services valued at $25,000 per year for 36 months.
|
(7)
|
Under his employment agreement, Mr. Thomas is not entitled to receive a tax gross-up payment in the event he becomes subject to the golden parachute excise tax.
|
66
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
The amounts shown in the above tables do not include payments and benefits to the extent they have been earned prior to the
termination of employment or are provided on a non-discriminatory basis to salaried employees upon termination of employment. These include:
|
|
accrued salary and vacation pay;
|
|
|
distribution of plan balances under our 401(k) plan and the non-qualified deferred compensation plan (see
Nonqualified Deferred Compensation
beginning on page 60 for the plan balances of each
NEO under the non-qualified deferred compensation plan); and
|
|
|
life insurance proceeds in the event of death.
|
COMPENSATION OF
DIRECTORS
Our directors who are also employees receive no additional compensation for their services as directors. During 2015, we paid our non-employee
directors:
|
|
an annual cash retainer of $60,000 (payable in quarterly installments) for their services;
|
|
|
an annual cash retainer of $15,000 (payable in quarterly installments) to the lead independent director;
|
|
|
an annual cash retainer of $15,000 (payable in quarterly installments) to the chair of each of the Audit Committee, Compensation Committee and NCG Committee;
|
|
|
$1,500 for each Board of Directors meeting attended; and
|
|
|
$1,500 to the members of each of the Audit Committee, Compensation Committee, NCG Committee and Significant Transactions Committee for each committee meeting attended.
|
Committee attendance fees are received whether or not the committee meeting is held on the same day as a meeting of our Board of Directors. Non-employee directors also
are reimbursed for reasonable expenses incurred to attend Board of Directors and committee meetings.
Ms. Einiger and Messrs. Klein, Lustig, Patricof,
Seidenberg and Twardock each made an election, in accordance with our 2012 Plan and approved by our Board of Directors, to defer all cash retainer and meeting attendance fees payable to such director during 2015 and to receive his or her deferred
cash compensation in the form of our common stock upon the directors retirement from our Board of Directors. Each director is credited with the number of deferred stock units determined by dividing the amount of the cash compensation deferred
during each calendar quarter by the closing market price of our common stock on the NYSE on the last trading day of the quarter. Hypothetical dividends on the deferred stock units are reinvested in additional deferred stock units based
on the closing market price of the common stock on the cash dividend payment date. Payment of a directors account may only be made in a lump sum of shares of our common stock equal to the number of deferred stock units in a directors
account upon the directors retirement from our Board of Directors.
Additionally, in 2015 each continuing non-employee director was entitled to receive, on the
fifth business day after the annual meeting of stockholders, a number of shares of restricted common stock or, if elected by such director, LTIP units (or a combination of both) valued at $120,000. In addition, any new non-employee director that is
appointed to our Board of Directors other than at an annual meeting of stockholders would be entitled to receive, on the fifth business day after the appointment, a number of shares of restricted common stock (or, if offered by the Board of
Directors and elected by such director, LTIP units) valued at $120,000 (prorated based on the number of months from the date the director is first appointed to our Board of Directors to the date of the Companys next annual meeting of
stockholders). These annual and initial grants are made pursuant to a policy adopted by the Board of Directors so that the equity compensation of non-employee directors will be determined by a formula. The actual number of shares of restricted
common stock or LTIP units that we grant is determined by dividing the fixed value of the grant by the closing market price of our common stock on the NYSE on the grant date. Pursuant to this policy, on May 27, 2015, Ms. Einiger and
Messrs.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
67
Frenkel, Klein, Lustig, Patricof, Seidenberg, Turchin, Twardock and Zuckerman each received 910 LTIP units, shares of restricted common stock or a combination of both. Annual and initial grants
of LTIP units and restricted common stock will vest 100% on the earlier of (1) the first anniversary of the grant date and (2) the date of the next annual meeting of stockholders.
In addition to the foregoing compensation for non-employee directors, beginning in 2015, Mr. Zuckerman is entitled to $350,000 per year for serving as Chairman.
One-third (
1
⁄
3
rd
) of this amount will be payable in equal quarterly cash installments and two-thirds (
2
⁄
3
rds
) will be payable in shares of restricted common stock, or at his election, LTIP units, on the fifth
business day after each annual meeting of stockholders. See
Certain Relationships and Related Person Transactions
beginning on page 74. Accordingly, on March 9, 2015, the Company granted Mr. Zuckerman an aggregate of 997
LTIP units representing a prorated initial non-employee director award and initial Chairman equity award for the period between January 1, 2015 and May 19, 2015 (
i.e.,
the date of the 2015 annual meeting of stockholders). These LTIP
units vested on May 19, 2015. In addition, for his service as Chairman, Mr. Zuckerman received 1,769 LTIP units on May 27, 2015.
The Compensation
Committee reviews and makes recommendations to the full Board of Directors regarding the compensation of non-employee directors, and the full Board of Directors is responsible for approving any changes to the compensation program for non-employee
directors. The compensation program for non-employee directors remained the same for calendar years 2013, 2014 and 2015. In late 2015, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (Cook), an independent
compensation consultant, to assist it in conducting a comprehensive review and assessment of the Companys non-employee director compensation program. More specifically, Cook reviewed (1) how the use of each component of total compensation
(
e.g.
, cash retainers, meeting fees and equity awards) compared to market practice, and (2) how the total compensation for Board and committee members compared to market practice. Cooks report presented data comparing our director
compensation to market levels using the same peer group of 16 publicly-traded REITs in a variety of asset classes used by the Compensation Committee in benchmarking executive compensation. The Compensation Committee oversaw the selection of the peer
group and the overall project.
Cooks findings showed that total annualized compensation paid to the non-employee directors was slightly below the peer group
median. Based on those findings, Cook recommended an increase to total annualized compensation in the form of increased annual cash retainers and annual equity grants for non-employee directors. As a result, the Compensation Committee recommended,
and our Board of Directors approved, effective January 1, 2016, (1) an increase of $7,500 to the annual cash retainer from $60,000 to $67,500 and (2) an increase of $7,500 in the value of the shares of restricted stock (or, if offered
by the Board of Directors and elected by such director, LTIP units) that each (x) continuing non-employee director is entitled to receive on the fifth business day after each annual meeting of stockholders and (y) new non-employee director
is entitled to receive, which amount will be prorated based on the number of months from the date the director is first appointed or elected to our Board of Director to the date of the Companys next annual meeting of stockholders, is entitled
to receive from $120,000 to $127,500. All other terms and conditions of the annual equity grant, including the vesting schedule, will remain unchanged. Cook did not recommend, and the Compensation Committee did not make, any changes to the cash
meeting fees or the committee chair, lead director and non-executive Chairman retainers.
68
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
Director Compensation
The following table summarizes the compensation earned by our non-employee directors during the year ended December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned
or Paid in
Cash ($)
(1)
|
|
|
Stock
Awards ($)
(2)
|
|
|
Option
Awards ($)
|
|
|
All Other
Compensation ($)
|
|
|
Total ($)
|
|
Mortimer B. Zuckerman
|
|
|
197,667
|
|
|
|
2,479,038
|
|
|
|
723,338
|
(3)
|
|
|
531,685
|
(4)
|
|
|
3,931,728
|
|
Carol B. Einiger
|
|
|
79,500
|
|
|
|
110,836
|
|
|
|
|
|
|
|
|
|
|
|
190,336
|
|
Dr. Jacob A. Frenkel
|
|
|
99,000
|
|
|
|
110,836
|
|
|
|
|
|
|
|
|
|
|
|
209,836
|
|
Joel I. Klein
|
|
|
87,000
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
207,000
|
|
Matthew J. Lustig
|
|
|
72,000
|
|
|
|
110,836
|
|
|
|
|
|
|
|
|
|
|
|
182,836
|
|
Alan J. Patricof
|
|
|
100,500
|
|
|
|
110,836
|
|
|
|
|
|
|
|
|
|
|
|
211,336
|
|
Ivan G. Seidenberg
|
|
|
85,500
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
205,500
|
|
Martin Turchin
|
|
|
70,500
|
|
|
|
115,418
|
|
|
|
|
|
|
|
|
|
|
|
185,918
|
|
David A. Twardock
|
|
|
108,000
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
228,000
|
|
(1)
|
Ms. Einiger and Messrs. Klein, Lustig, Patricof, Seidenberg and Twardock deferred their cash fees earned during 2015 and received in lieu thereof deferred stock units pursuant to our 2012 Plan as described above.
The following table summarizes the deferred stock units credited to the director accounts during 2015. The deferred stock awards earned in prior years by Mr. Turchin continued to accumulate dividend equivalents.
|
|
|
|
|
|
Name
|
|
Deferred Stock
Units Earned
during
2015
(#)
|
|
Mortimer B. Zuckerman
|
|
|
|
|
Carol B. Einiger
|
|
|
1,287.85
|
|
Dr. Jacob A. Frenkel
|
|
|
|
|
Joel I. Klein
|
|
|
771.69
|
|
Matthew J. Lustig
|
|
|
718.85
|
|
Alan J. Patricof
|
|
|
2,368.80
|
|
Ivan G. Seidenberg
|
|
|
705.55
|
|
Martin Turchin
|
|
|
1,011.27
|
|
David A. Twardock
|
|
|
1,744.62
|
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
69
(2)
|
Represents the total fair value of common stock and LTIP unit awards granted to non-employee directors in 2015, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures
related to service-based vesting conditions. A discussion of the assumptions used in calculating these values can be found in Note 17 to our 2015 audited financial statements beginning on page 183 of our annual report on Form 10-K for the year ended
December 31, 2015 included in the annual report that accompanied this proxy statement. As previously disclosed, the Board of Directors awarded Mr. Zuckerman incentive compensation for his performance during 2014 as Executive Chairman,
including $2,200,000 in LTIP units. Accordingly, the amount for Mr. Zuckerman includes $2,034,953, which is the fair value determined in accordance with ASC Topic 718 of such LTIP unit award. As of December 31, 2015, Mr. Zuckerman
held 206,377 unexercised non-qualified stock options and unearned 2013 MYLTIP awards with a value at December 31, 2015 of $1,290,705, which is the amount that would have been earned if our performance had continued through the end of the
performance period at the same rate as had occurred from the beginning of the performance period through December 31, 2015. Our other non-employee directors had the following unvested equity awards outstanding as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
Name
|
|
LTIP Units
(#)
|
|
|
Common Stock
(#)
|
|
Carol B. Einiger
|
|
|
910
|
|
|
|
|
|
Dr. Jacob A. Frenkel
|
|
|
910
|
|
|
|
|
|
Joel I. Klein
|
|
|
|
|
|
|
910
|
|
Matthew J. Lustig
|
|
|
910
|
|
|
|
|
|
Alan J. Patricof
|
|
|
910
|
|
|
|
|
|
Ivan G. Seidenberg
|
|
|
|
|
|
|
910
|
|
Martin Turchin
|
|
|
455
|
|
|
|
455
|
|
David A. Twardock
|
|
|
|
|
|
|
910
|
|
(3)
|
Represents the incremental fair value, computed in accordance with ASC Topic 718, of the modification of Mr. Zuckermans unexercised non-qualified stock options. In connection with Mr. Zuckermans
transition to non-executive Chairman, the exercise period of his unexercised non-qualified stock options was extended from 3 months to the earlier of (i) one (1) year from the date on which Mr. Zuckerman ceases to serve as a member of
the Board of Directors or (ii) the original expiration date of such option.
|
(4)
|
Includes (1) $170,511 representing the aggregate incremental cost to the Company for the car and driver provided to Mr. Zuckerman and (2) $361,174 representing the aggregate incremental cost to the
Company of office personnel. The cost for the car and driver includes the cost of the assigned car amortized over five years, annual insurance premiums, fuel expense, annual maintenance, and annual drivers compensation, including salary,
overtime, benefits and bonus. The resulting total is allocated between personal and business use.
|
Director Stock
Ownership Guidelines
Our Board believes it is important to align the interests of the directors with those of the stockholders and for directors to hold equity
ownership positions in Boston Properties. Accordingly, each non-employee director is expected to retain an aggregate number of shares of our common stock, our deferred stock units (and related dividend equivalent rights), and LTIP units and common
units in our Operating Partnership, whether vested or not, equal to at least the aggregate number of such shares or units received by the director as annual retainers during the first three years following the later of: (a) our 2007 annual
meeting of stockholders or (b) our annual meeting of stockholders at which the director was initially elected or, if earlier, the first annual meeting of stockholders following the initial appointment of the director. Compliance with these
ownership guidelines will be measured as of the end of each fiscal year. Any director who is prohibited by law or by applicable regulation of his or her employer from owning equity in the Company shall be exempt from this requirement. The NCG
Committee may consider whether exceptions should be made for any director on whom this requirement could impose a financial hardship.
70
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Ms. Einiger and Messrs. Twardock and Frenkel. None of these persons has served as an officer or employee of
Boston Properties. None of these persons had any relationships with Boston Properties requiring disclosure under applicable rules and regulations of the SEC. None of Boston Properties executive officers served as a director or a member of a
compensation committee (or other committee serving a similar function) of any other entity, the executive officers of which served as a director of Boston Properties or a member of the Compensation Committee during 2015.
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Proposal
Section 14A(a)(1) of the Exchange
Act generally requires each public company to include in its proxy statement a separate resolution subject to a non-binding stockholder vote to approve the compensation of the Companys named executive officers, as disclosed in its proxy
statement pursuant to Item 402 of Regulation S-K, not less frequently than once every three years. This is commonly known as a Say-on-Pay proposal or resolution.
At our 2011 annual meeting of stockholders, our stockholders voted on, among other matters, a proposal regarding the frequency of holding a non-binding, advisory vote on
the compensation of our named executive officers. A majority of the votes cast on the frequency proposal were cast in favor of holding a non-binding, advisory vote on the compensation of the Companys named executive officers every year, which
was consistent with the recommendation of our Board of Directors. Our Board of Directors considered the voting results with respect to the frequency proposal and other factors, and the Board of Directors currently intends for the Company to hold a
non-binding, advisory vote on the compensation of the Companys named executive officers every year until the next required advisory vote on the frequency of holding the non-binding, advisory vote on the compensation of our named executive
officers.
Accordingly, we will ask our stockholders to vote FOR the following resolution at the 2016 annual meeting:
RESOLVED, that the compensation paid to the Companys named executive officers, as disclosed in this proxy statement pursuant to the
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
The
vote is advisory, and therefore not binding on Boston Properties, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and intend to take into
account the results of the vote when considering future compensation decisions for our named executive officers.
Vote Required
The affirmative vote of a majority of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal is
required for the approval of this proposal. Abstentions shall be included in determining the number of shares present and entitled to vote on the proposal, thus having the effect of a vote against the proposal. Broker non-votes, if any, are not
counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome.
Recommendation
The Board of Directors
unanimously recommends a vote
FOR
this proposal. Properly authorized proxies solicited by the Board of Directors will be voted
FOR
this proposal unless instructions to the contrary are given.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
71
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Proposal
The Audit
Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements. The Audit Committee
has selected and appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2016. PricewaterhouseCoopers LLP has audited our
consolidated financial statements continuously since our initial public offering in June 1997. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the
independent registered public accounting firm. Further, in conjunction with the mandated rotation of the PricewaterhouseCoopers LLPs lead engagement partner, the Audit Committee and its chairman were directly involved in the selection of
PricewaterhouseCoopers LLPs lead engagement partner. The members of the Audit Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm
is in the best interests of Boston Properties and its stockholders.
Although ratification by stockholders is not required by law or by our By-laws, the Audit
Committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public
accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of Boston Properties and its stockholders. If our stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit
Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of independent auditors.
It
is anticipated that a representative of PricewaterhouseCoopers LLP will attend the annual meeting of stockholders, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
Fees
The Audit Committee is responsible for
the audit fee negotiations associated with the retention of PricewaterhouseCoopers LLP. Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2015 and 2014 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
Audit Fees
|
|
|
|
|
|
|
|
|
Recurring audit, quarterly reviews and accounting assistance for new accounting standards and potential transactions
|
|
$
|
1,947,295
|
|
|
$
|
1,621,945
|
|
Comfort letters, consents and assistance with documents filed with the SEC and securities offerings
|
|
|
128,889
|
|
|
|
76,000
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
2,076,184
|
|
|
|
1,697,945
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
|
Audits required by lenders, joint ventures, tenants and employee benefit plans
|
|
|
414,148
|
|
|
|
396,560
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
Recurring tax compliance
|
|
|
271,769
|
|
|
|
287,508
|
|
Tax planning and research
|
|
|
237,428
|
|
|
|
414,061
|
|
REIT and other compliance matters
|
|
|
132,958
|
|
|
|
47,743
|
|
72
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
Tax assistance for potential transactions
|
|
|
50,437
|
|
|
|
85,014
|
|
Sales and use tax examinations
|
|
|
14,356
|
|
|
|
16,832
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
706,948
|
|
|
|
851,158
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
Software licensing fee
|
|
|
1,800
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,199,080
|
|
|
$
|
2,947,463
|
|
Auditor Fees Policy
The Audit Committee has approved a policy concerning the pre-approval of audit and non-audit services to be provided by PricewaterhouseCoopers LLP, our independent
registered public accounting firm. The policy requires that all services provided by PricewaterhouseCoopers LLP to us, including audit services, audit-related services, tax services and other services, must be pre-approved by the Audit Committee. In
some cases, pre-approval is provided by the full Audit Committee for up to a year, and relates to a particular category or group of services and is subject to a particular budget. In other cases, specific pre-approval is required. The Audit
Committee has delegated authority to the Chair of the Audit Committee to pre-approve additional services, and any such pre-approvals must then be communicated to the full Audit Committee.
The Audit Committee approved all audit and non-audit services provided to us by PricewaterhouseCoopers LLP during the 2015 and 2014 fiscal years.
Vote Required
The affirmative vote of a majority
of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal is required for the ratification of the appointment of PricewaterhouseCoopers LLP. Abstentions shall be included in determining
the number of shares present and entitled to vote on the proposal, thus having the effect of a vote against the proposal. Broker non-votes, if any, are not counted in determining the number of shares present and entitled to vote and will therefore
have no effect on the outcome.
Recommendation
The Board of Directors unanimously recommends a vote
FOR
this proposal. Properly authorized proxies solicited by the Board of Directors will be voted
FOR
this proposal unless instructions to the contrary are given.
AUDIT COMMITTEE REPORT
The members of the Audit Committee of the Board of Directors of Boston Properties submit this report in connection with the committees review of the financial
reports for the fiscal year ended December 31, 2015 as follows:
1.
|
The Audit Committee has reviewed and discussed with management the audited financial statements for Boston Properties, Inc. for the fiscal year ended December 31, 2015.
|
2.
|
The Audit Committee has discussed with representatives of PricewaterhouseCoopers LLP the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA,
Professional
Standards
, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
|
3.
|
The Audit Committee has received the written disclosures and the letter from the independent accountant required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent
accountants communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountants independence.
|
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
73
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.
The Audit Committee operates pursuant to a charter that was approved by our Board of Directors. A copy of the Audit Committee Charter is available on our website at
http://www.bostonproperties.com
under the heading Corporate Governance.
Submitted by the Audit Committee:
Alan J.
Patricof, Chair
Joel I. Klein
David A. Twardock
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The Board of Directors has adopted a Related Person Transaction Approval and Disclosure Policy for
the review, approval or ratification of any related person transaction. This written policy provides that all related person transactions, other than a transaction for which an obligation to disclose under Item 404 of Regulation S-K (or any
successor provision) arises solely from the fact that a beneficial owner of more than 5% of a class of the Companys voting securities (or an immediate family member of any such beneficial owner) has an interest in the transaction, must be
reviewed and approved by a majority of the disinterested directors on our Board of Directors in advance of us or any of our subsidiaries entering into the transaction; provided that, if we or any of our subsidiaries enter into a transaction without
recognizing that such transaction constitutes a related person transaction, the approval requirement will be satisfied if such transaction is ratified by a majority of the disinterested directors on the Board of Directors promptly after we recognize
that such transaction constituted a related person transaction. Disinterested directors are directors that do not have a personal financial interest in the transaction that is adverse to our financial interest or that of our stockholders. The term
related person transaction refers to a transaction required to be disclosed by us pursuant to Item 404 of Regulation S-K (or any successor provision) promulgated by the SEC. For purposes of determining whether such disclosure is
required, a related person will not be deemed to have a direct or indirect material interest in any transaction that is deemed to be not material (or would be deemed not material if such related person was a director) for purposes of determining
director independence pursuant to the Companys categorical standards of director independence. Please refer to the categorical standards under
Corporate Governance Principles and Board Matters The Board of Directors
Director Independence
beginning on page 6 of this proxy statement.
As previously disclosed, on March 10, 2013, we entered into a Transition Benefits
Agreement (the TBA) with Mr. Zuckerman in connection with the appointment of Mr. Thomas as our Chief Executive Officer. The TBA provides that, as non-executive Chairman, Mr. Zuckerman will be entitled to retain the
perquisites provided to him when he entered into the TBA on a basis comparable to what was provided to him in the past. These benefits consist of: his existing office suite or, at his election, other Company-owned office space, including related
furnishings, equipment and technical support; a full-time secretary; drivers and 50% of the cost of an automobile; and 50% of the cost of an additional secretary and of a financial administrative assistant.
As previously disclosed, on March 9, 2015, following Mr. Zuckermans transition from Executive Chairman to non-executive Chairman of the Board, we entered
into a supplemental agreement (the Letter Agreement) with Mr. Zuckerman addressing his compensation following this transition. Pursuant to the Letter Agreement, we agreed to pay Mr. Zuckerman the same compensation that we pay
to all of our other non-employee directors plus $350,000 per year to be allocated between cash and equity in the same manner as the existing non-employee director retainer (
i.e.
, one-third payable in equal quarterly cash installments and
two-thirds payable in shares of restricted common stock or, at his election, LTIP units). In addition, we agreed that Mr. Zuckerman would continue to be entitled to receive the benefits provided for in the TBA for so long as he was serving as a
director, without regard
74
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
to his service as Chairman. We also agreed that, if he no longer serves on the Board of Directors, he will continue to receive these benefits (other than an additional secretary and financial
administrative assistant) until December 31, 2019, he will be entitled to the use of office facilities until December 31, 2024 and, in the event of his death, his executors, administrators and/or heirs will be allowed to use his office
facilities until June 30, 2020 (or for six months if death occurs after January 1, 2020) and will have the support of a secretary for six months. Finally, we agreed to extend the period for the exercise of Mr. Zuckermans stock
options until the earlier of one year from when he ceases to be a director or the original option expiration date.
As discussed under
Corporate Governance
Principles and Board Matters The Board of Directors Composition of the Board of Directors; Director Succession Planning,
Mr. Zuckerman will not be standing for re-election at the 2016 annual meeting of stockholders. In
light of the extraordinary contributions that Mr. Zuckerman has made to Boston Properties over his career and in recognition of his long and dedicated service as Chairman of the Board, our Board of Directors has conferred the honorary title of
Chairman Emeritus upon Mr. Zuckerman effective upon the completion of his term as a director. Our Board expects that, as Chairman Emeritus, Mr. Zuckerman will continue to attend meetings of our Board of Directors and provide advice and
counsel to our Board despite no longer formally serving as a director or officer of Boston Properties. In connection with his transition from Chairman of the Board to Chairman Emeritus, on March 9, 2016, we modified the terms of the Letter
Agreement to provide that, for so long as he holds the title of Chairman Emeritus, we will provide Mr. Zuckerman with the compensation and benefits in accordance with the terms of the Letter Agreement to the same extent as if he was continuing
to serve as the Chairman of the Board. Mr. Zuckerman will be entitled to retain the title of Chairman Emeritus for so long as he is generally willing and able to attend meetings of our Board of Directors.
Prior to joining the Company effective January 2, 2014, Mr. John F. Powers provided commercial real estate brokerage services to the Company, on behalf of
his prior employer, CBRE, Inc., in connection with certain leasing transactions. Mr. Powers received approximately $614,000 during 2015 and is expected to receive approximately $250,000 in 2016 in the form of residual payments related to these
transactions. Mr. Powers is the Executive Vice President, New York Region for Boston Properties.
Since January 1, 2015, the Company has paid a firm controlled
by Mr. Raymond A. Ritcheys brother aggregate leasing commissions of approximately $404,000. Given current leasing activity, the Company expects to pay additional commissions to this firm during 2016. Mr. Ritchey is the Senior
Executive Vice President of Boston Properties. The Company believes the terms of the related agreements are comparable to, and in most cases more favorable to us than, similar arrangements with other brokers in relevant markets.
OTHER MATTERS
Expenses of Solicitation
The cost of solicitation of proxies will be borne by Boston Properties. In an effort to have as large a representation at the
annual meeting as possible, special solicitation of proxies may, in certain instances, be made personally or by telephone, electronic communication or mail by one or more employees of Boston Properties. We also may reimburse brokers, banks, nominees
and other fiduciaries for postage and reasonable clerical expenses of forwarding the proxy material to their principals who are beneficial owners of shares of our common stock. In addition, MacKenzie Partners, Inc., a proxy solicitation firm, has
been engaged by Boston Properties to act as proxy solicitor and will receive a fee of $7,500 plus reimbursement of reasonable out-of-pocket expenses.
Stockholder Proposals for the 2017 Annual Meeting
Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in Boston
Properties proxy statement and form of proxy for its 2017 annual meeting must be received by Boston Properties on or before December 2, 2016 in order to be considered for inclusion in its proxy statement
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
75
and form of proxy. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of
proxy. Any such proposal should be mailed to: Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103, Attn.: Secretary.
In order
for an eligible stockholder or group of stockholders to nominate a director nominee for election at Boston Properties 2017 annual meeting pursuant to the proxy access provision of our By-laws, notice of such nomination and other required
information must be received by Boston Properties on or before December 2, 2016 unless our 2017 annual meeting of stockholders is scheduled to take place before April 17, 2017 or after July 16, 2017. Our By-laws state that such notice
and other required information must be received by Boston Properties not less than 120 days prior to the anniversary of the date of the proxy statement for the prior years annual meeting of stockholders; provided, however, that in the event
the annual meeting is scheduled to be held on a date more than 30 days before the anniversary of the date of the immediately preceding annual meeting, or the annual meeting anniversary date, or more than 60 days after the annual meeting anniversary
date, or if no annual meeting was held in the preceding year, the deadline for the receipt of such notice and other required information shall be the close of business on the later of (i) the 180th day prior to the scheduled date of such annual
meeting or (ii) the 15th day following the day on which public announcement of the date of such annual meeting is first made.
In addition, our By-laws require
the eligible stockholder or group of stockholders to update and supplement such information (or provide notice stating that there are no updates or supplements) as of specified dates. Notices and other required information must be received by our
Secretary at our principal executive office, which is currently Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.
Stockholder proposals to be presented at Boston Properties 2017 annual meeting, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in Boston Properties proxy statement and form of proxy for its 2017 annual meeting or submitted pursuant to the proxy access provision of our By-laws, must be received in writing at our principal executive office not earlier than
January 17, 2017, nor later than March 3, 2017, unless our 2017 annual meeting of stockholders is scheduled to take place before April 17, 2017 or after July 16, 2017. Our By-laws state that the stockholder must provide timely
written notice of such proposal or a nomination and supporting documentation as well as be present at such meeting, either in person or by a representative. A stockholders notice shall be timely received by Boston Properties at its principal
executive office not less than seventy-five (75) days nor more than one hundred twenty (120) days prior to the annual meeting anniversary date; provided, however, that in the event the annual meeting is scheduled to be held on a date more
than thirty (30) days before the annual meeting anniversary date or more than sixty (60) days after the annual meeting anniversary date, a stockholders notice shall be timely if received by Boston Properties at its principal
executive office not later than the close of business on the later of (1) the seventy-fifth (75th) day prior to the scheduled date of such annual meeting or (2) the fifteenth (15th) day following the day on which public
announcement of the date of such annual meeting is first made by Boston Properties. Proxies solicited by our Board of Directors will confer discretionary voting authority with respect to these proposals, subject to SEC rules and regulations
governing the exercise of this authority. Any such proposals must be received by our Secretary at our principal executive office, which is currently Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.
76
BOSTON PROPERTIES, INC.
|
2016 Proxy Statement
APPENDIX A
Adjusted Net Debt to Combined EBITDA Reconciliation
|
|
|
|
|
|
|
|
|
|
|
For the years ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(dollars in thousands)
|
|
Net income attributable to Boston Properties, Inc. (BXP) common stockholders
|
|
$
|
572,606
|
|
|
$
|
433,111
|
|
Add:
|
|
|
|
|
|
|
|
|
Preferred dividends
|
|
|
10,500
|
|
|
|
10,500
|
|
Net income attributable to noncontrolling interests
|
|
|
216,812
|
|
|
|
82,446
|
|
Losses from early extinguishments of debt
|
|
|
22,040
|
|
|
|
10,633
|
|
Interest expense
|
|
|
432,196
|
|
|
|
455,743
|
|
Depreciation and amortization
|
|
|
639,542
|
|
|
|
628,573
|
|
Less:
|
|
|
|
|
|
|
|
|
Gains on sales of real estate
|
|
|
375,895
|
|
|
|
168,039
|
|
Gains (losses) from investments in securities
|
|
|
(653
|
)
|
|
|
1,038
|
|
Interest and other income
|
|
|
6,777
|
|
|
|
8,765
|
|
Income from unconsolidated joint ventures
|
|
|
22,770
|
|
|
|
12,769
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
1,488,907
|
|
|
|
1,430,395
|
|
Unconsolidated joint venture EBITDA
|
|
|
47,308
|
|
|
|
45,116
|
|
|
|
|
|
|
|
|
|
|
Combined EBITDA
|
|
$
|
1,536,215
|
|
|
$
|
1,475,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Debt
|
|
$
|
9,036,513
|
|
|
$
|
9,906,984
|
|
BXPs share of unconsolidated joint venture debt
|
|
|
353,386
|
|
|
|
351,500
|
|
|
|
|
|
|
|
|
|
|
Total Combined Debt
|
|
|
9,389,899
|
|
|
|
10,258,484
|
|
Less:
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
|
723,718
|
|
|
|
1,763,079
|
|
|
|
|
|
|
|
|
|
|
Net Debt
|
|
|
8,666,181
|
|
|
|
8,495,405
|
|
Less:
|
|
|
|
|
|
|
|
|
Restricted cash held in escrow for potential §1031 like-kind exchanges
|
|
|
|
|
|
|
433,794
|
|
Add:
|
|
|
|
|
|
|
|
|
Special dividends payable
|
|
|
214,386
|
|
|
|
769,790
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Debt
|
|
$
|
8,880,567
|
|
|
$
|
8,831,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined EBITDA
|
|
$
|
1,536,215
|
|
|
$
|
1,475,511
|
|
|
|
|
Adjusted Net Debt to Combined EBITDA
|
|
|
5.8
|
|
|
|
6.0
|
|
Adjusted net debt to combined EBITDA is a non-GAAP financial measure. A reconciliation of the components of adjusted net debt to
combined EBITDA to the most directly comparable GAAP financial measures is set forth above. We present this ratio because it provides management, investors and others with additional means of evaluating our overall financial flexibility, capital
structure and leverage.
BOSTON PROPERTIES, INC.
|
2016 Proxy
Statement
A-1
|
|
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Electronic Voting Instructions
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You can vote by Internet or telephone!
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Available 24 hours per day, 7 days per week!
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Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE
BAR.
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Proxies submitted by the Internet or telephone must be
received by 11:59 p.m., Eastern Time, on May 16, 2016.
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Vote by Internet
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Go to
www.envisionreports.com/BXP
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Or scan the QR code with your smartphone
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Follow the steps outlined on the secure website
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Vote by telephone
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Call toll free 1-800-652-VOTE (8683) within the USA, US
territories & Canada on a touch tone telephone
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Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
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x
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Follow the instructions provided by
the recorded message
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q
IF YOU HAVE NOT VOTED VIA
THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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The Board of Directors recommends a vote FOR all of the nominees for director listed.
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1.
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To elect the eleven nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and qualified:
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For
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Against
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Abstain
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For
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Against
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Abstain
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For
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Against
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Abstain
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01 - Bruce
W. Duncan
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¨
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¨
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¨
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05 - Joel
I. Klein
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¨
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¨
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¨
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09 - Owen
D. Thomas
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¨
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¨
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02 - Karen
E. Dykstra
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¨
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06 - Douglas T. Linde
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10 - Martin Turchin
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¨
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03 - Carol B. Einiger
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¨
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07 - Matthew
J. Lustig
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11 - David A. Twardock
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¨
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04 - Jacob A. Frenkel
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08 - Alan J. Patricof
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The Board of Directors recommends a vote FOR Proposals 2 and 3.
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For
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Against
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Abstain
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For
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Against
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Abstain
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2.
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To approve, by non-binding resolution, the Companys named executive officer compensation.
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¨
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¨
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3.
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To ratify the Audit Committees appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
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¨
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¨
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4.
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In their discretion, the proxies are authorized to vote upon any other matters that are properly brought by or at the direction of the Board of Directors before the Annual Meeting and at any adjournments or postponements
thereof.
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IF VOTING BY MAIL, YOU
MUST
COMPLETE BOTH SIDES OF THIS CARD.
02AKBGP
q
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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Proxy
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BOSTON PROPERTIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016
The undersigned hereby appoints Douglas T. Linde and Frank D. Burt, and each of them, as proxies for the undersigned, each with the power to appoint his
substitute, and hereby authorizes them to attend the Annual Meeting of Stockholders of Boston Properties, Inc. (the Annual Meeting) to be held at Lotte New York Palace Hotel, 455 Madison Avenue, 5
th
Floor, New York, NY 10022 on May 17, 2016 at 10:00 a.m., Eastern Time, and at any adjournments or postponements thereof, to vote, as designated on the reverse side, all of the shares that the
undersigned is entitled to vote at the Annual Meeting and otherwise to represent the undersigned with all of the powers the undersigned would possess if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders, the Proxy Statement and the Annual Report to Stockholders and revokes any proxy heretofore given with respect to the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. UNLESS DIRECTION IS GIVEN TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES FOR DIRECTOR, AND FOR PROPOSALS 2 AND 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS THAT ARE PROPERLY BROUGHT BY OR AT THE DIRECTION OF THE BOARD OF DIRECTORS BEFORE THE ANNUAL MEETING AND
AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE WITH RESPECT TO THE ELECTION OF ANY INDIVIDUAL FOR DIRECTOR WHERE ONE OR
MORE NOMINEES ARE UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE, AND WITH RESPECT TO MATTERS INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING.
PLEASE MARK, SIGN AND DATE AND RETURN PROMPTLY, OR VOTE BY TELEPHONE OR INTERNET.
THIS PROXY IS CONTINUED ON REVERSE SIDE
Please sign exactly as name appears hereon. Joint owners should each sign. Executors, administrators, trustees, guardians or other fiduciaries should give full
title as such. If signing for a company or partnership, please sign in full company or partnership name by a duly authorized officer or partner.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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¢
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IF VOTING BY MAIL, YOU
MUST
COMPLETE BOTH SIDES OF THIS CARD.
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