Boston Properties (BXP) DEF 14A12 Apr 23Definitive proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	BOSTON PROPERTIES, INC.
Entity Central Index Key	0001037540

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the information below reflects the relationship between the executive compensation actually paid by us (“CAP”) to our CEO, as principal executive officer, and the other named executive officers (“Other NEOs”) and our financial performance for the years ended December 31, 2022, 2021 and 2020. The disclosures included in this section are required by technical SEC rules and do not necessarily align with how the C Compensation Discussion and Analysis › AB LE The following table sets forth information about the compensation of our CEO and Other NEOs and the financi al Value of Initial Fixed $100 (3) Year Summary (1) (2) Compensation (3) Average Summary (1)(2) Average (3) BXP Total Peer Group (4) Net Income (in millions) (5) FFO Per Share (6) 2022 $ 13,050,788 $ 2,646,769 $ 5,794,249 $ 2,530,706 $ 55.54 $ 62.07 $ 848.9 $ 7.53 2021 $ 12,894,537 $ 19,747,684 $ 6,017,281 $ 8,297,877 $ 90.43 $ 99.51 $ 496.2 $ 6.56 2020 $ 10,737,289 $ (220,724 ) $ 4,677,157 $ 1,126,865 $ 71.65 $ 81.56 $ 862.2 $ 6.29 (1) For all periods presented, our CEO is Owen D. Thomas and our Other NEOs are Douglas T. Linde, Raymond A. Ritchey, Michael E. LaBelle and Bryan J. Koop. (2) The amounts in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 99 of this proxy statement for our CEO and Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column. (3) In accordance with SEC rules, CAP is computed by replacing the amounts in the “Stock Awards” column of the SCT from the “Summary Compensation Table Total” column in this table with the amounts in the “Equity Award Adjustments” column in the table below, which includes the following amounts: (i) the fair value of as of the last day of the applicable year of unvested LTI equity awards that were granted during such year, (ii) as of the applicable vesting date, the fair value of LTI equity awards granted in the applicable year that vested during such year, (iii) as of the last day of the applicable year, the change in fair value of unvested LTI equity awards granted in prior years that remain unvested as of the last day of the applicable year compared to the last day of the previous year, (iv) as of the applicable vesting date, the change in fair value of LTI equity awards that vested during the applicable year compared to the last day of the previous year and (v) the value of dividends paid in cash on unvested LTI equity awards during the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average Cap for our Other NEOs was computed as follows: Year Summary Compensation Table Total Grant Date Value of Equity Equity Award (a) Compensation Actually Paid CEO 2022 $ 13,050,788 $ (9,157,428 ) $ (1,246,591 ) $ 2,646,769 2021 $ 12,894,537 $ (8,745,377 ) $ 15,598,524 $ 19,747,684 2020 $ 10,737,289 $ (8,644,379 ) $ (2,313,634 ) $ (220,724 ) Average for Other NEOs 2022 $ 5,794,249 $ (3,319,148 ) $ 55,605 $ 2,530,706 2021 $ 6,017,281 $ (3,329,155 ) $ 5,609,751 $ 8,297,877 2020 $ 4,677,157 $ (3,137,755 ) $ (412,537 ) $ 1,126,865 (a) The amounts in this column are further detailed below. Year Fair Value of Equity (i)(ii) Change in Value of (i) Change in Value of (ii) Dividends Paid on Total Equity Award CEO 2022 $ 5,183,625 $ (7,437,052 ) $ 642,971 $ 363,865 $ (1,246,591 ) 2021 $ 13,972,914 $ 1,493,773 $ (206,106 ) $ 337,943 $ 15,598,524 2020 $ 4,950,613 $ (7,796,208 ) $ 251,319 $ 280,642 $ (2,313,634 ) Average for Other NEOs 2022 $ 2,148,528 $ (2,412,962 ) $ 203,632 $ 116,407 $ 55,605 2021 $ 5,185,663 $ 427,396 $ (95,399 ) $ 92,091 $ 5,609,751 2020 $ 2,020,765 $ (2,568,567 ) $ 58,798 $ 76,467 $ (412,537 ) (i) The fair values of time-based LTI equity awards are based on the closing price of BXP common stock as reported on the NYSE on the relevant valuation date. Performance-based LTI equity awards were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718. (ii) Includes the fair value of (x) LTI equity awards granted during the applicable year that remain unvested as of the end of the applicable year and (y) LTI equity awards granted during the applicable year that vested during the applicable year. (3) The calculations of TSR assume an investment of $100 in each of BXP and the FTSE Nareit Office REIT Index (the “Office REIT Index”) on December 31, 2019, and the reinvestment of dividends. The historical TSR information is not necessarily indicative of future performance. The data shown is based on the stock prices or index values, as applicable, at the end of each year shown. (4) The Office REIT Index includes all office REITs included in the FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”). The Equity REIT Index includes all tax-qualified (5) Represents net income attributable to Boston Properties, Inc. common shareholders. (6) Represents diluted Funds From Operations (“FFO”) per share. For 2021, FFO is adjusted for certain transactions in accordance with the terms of the 2021 Annual Incentive Plan. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
Company Selected Measure Name	Funds From Operations (“FFO”)
Named Executive Officers, Footnote [Text Block]	our Other NEOs are Douglas T. Linde, Raymond A. Ritchey, Michael E. LaBelle and Bryan J. Koop.
Peer Group Issuers, Footnote [Text Block]	The Office REIT Index includes all office REITs included in the FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”). The Equity REIT Index includes all tax-qualified
PEO Total Compensation Amount	$ 13,050,788	$ 12,894,537	$ 10,737,289
PEO Actually Paid Compensation Amount	$ 2,646,769	19,747,684	(220,724)
Adjustment To PEO Compensation, Footnote [Text Block]	(3) In accordance with SEC rules, CAP is computed by replacing the amounts in the “Stock Awards” column of the SCT from the “Summary Compensation Table Total” column in this table with the amounts in the “Equity Award Adjustments” column in the table below, which includes the following amounts: (i) the fair value of as of the last day of the applicable year of unvested LTI equity awards that were granted during such year, (ii) as of the applicable vesting date, the fair value of LTI equity awards granted in the applicable year that vested during such year, (iii) as of the last day of the applicable year, the change in fair value of unvested LTI equity awards granted in prior years that remain unvested as of the last day of the applicable year compared to the last day of the previous year, (iv) as of the applicable vesting date, the change in fair value of LTI equity awards that vested during the applicable year compared to the last day of the previous year and (v) the value of dividends paid in cash on unvested LTI equity awards during the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average Cap for our Other NEOs was computed as follows: Year Summary Compensation Table Total Grant Date Value of Equity Equity Award (a) Compensation Actually Paid CEO 2022 $ 13,050,788 $ (9,157,428 ) $ (1,246,591 ) $ 2,646,769 2021 $ 12,894,537 $ (8,745,377 ) $ 15,598,524 $ 19,747,684 2020 $ 10,737,289 $ (8,644,379 ) $ (2,313,634 ) $ (220,724 ) Average for Other NEOs 2022 $ 5,794,249 $ (3,319,148 ) $ 55,605 $ 2,530,706 2021 $ 6,017,281 $ (3,329,155 ) $ 5,609,751 $ 8,297,877 2020 $ 4,677,157 $ (3,137,755 ) $ (412,537 ) $ 1,126,865 (a) The amounts in this column are further detailed below. Year Fair Value of Equity (i)(ii) Change in Value of (i) Change in Value of (ii) Dividends Paid on Total Equity Award CEO 2022 $ 5,183,625 $ (7,437,052 ) $ 642,971 $ 363,865 $ (1,246,591 ) 2021 $ 13,972,914 $ 1,493,773 $ (206,106 ) $ 337,943 $ 15,598,524 2020 $ 4,950,613 $ (7,796,208 ) $ 251,319 $ 280,642 $ (2,313,634 ) Average for Other NEOs 2022 $ 2,148,528 $ (2,412,962 ) $ 203,632 $ 116,407 $ 55,605 2021 $ 5,185,663 $ 427,396 $ (95,399 ) $ 92,091 $ 5,609,751 2020 $ 2,020,765 $ (2,568,567 ) $ 58,798 $ 76,467 $ (412,537 ) (i) The fair values of time-based LTI equity awards are based on the closing price of BXP common stock as reported on the NYSE on the relevant valuation date. Performance-based LTI equity awards were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718. (ii) Includes the fair value of (x) LTI equity awards granted during the applicable year that remain unvested as of the end of the applicable year and (y) LTI equity awards granted during the applicable year that vested during the applicable year.
Non-PEO NEO Average Total Compensation Amount	$ 5,794,249	6,017,281	4,677,157
Non-PEO NEO Average Compensation Actually Paid Amount	$ 2,530,706	8,297,877	1,126,865
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	(3) In accordance with SEC rules, CAP is computed by replacing the amounts in the “Stock Awards” column of the SCT from the “Summary Compensation Table Total” column in this table with the amounts in the “Equity Award Adjustments” column in the table below, which includes the following amounts: (i) the fair value of as of the last day of the applicable year of unvested LTI equity awards that were granted during such year, (ii) as of the applicable vesting date, the fair value of LTI equity awards granted in the applicable year that vested during such year, (iii) as of the last day of the applicable year, the change in fair value of unvested LTI equity awards granted in prior years that remain unvested as of the last day of the applicable year compared to the last day of the previous year, (iv) as of the applicable vesting date, the change in fair value of LTI equity awards that vested during the applicable year compared to the last day of the previous year and (v) the value of dividends paid in cash on unvested LTI equity awards during the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average Cap for our Other NEOs was computed as follows: Year Summary Compensation Table Total Grant Date Value of Equity Equity Award (a) Compensation Actually Paid CEO 2022 $ 13,050,788 $ (9,157,428 ) $ (1,246,591 ) $ 2,646,769 2021 $ 12,894,537 $ (8,745,377 ) $ 15,598,524 $ 19,747,684 2020 $ 10,737,289 $ (8,644,379 ) $ (2,313,634 ) $ (220,724 ) Average for Other NEOs 2022 $ 5,794,249 $ (3,319,148 ) $ 55,605 $ 2,530,706 2021 $ 6,017,281 $ (3,329,155 ) $ 5,609,751 $ 8,297,877 2020 $ 4,677,157 $ (3,137,755 ) $ (412,537 ) $ 1,126,865 (a) The amounts in this column are further detailed below. Year Fair Value of Equity (i)(ii) Change in Value of (i) Change in Value of (ii) Dividends Paid on Total Equity Award CEO 2022 $ 5,183,625 $ (7,437,052 ) $ 642,971 $ 363,865 $ (1,246,591 ) 2021 $ 13,972,914 $ 1,493,773 $ (206,106 ) $ 337,943 $ 15,598,524 2020 $ 4,950,613 $ (7,796,208 ) $ 251,319 $ 280,642 $ (2,313,634 ) Average for Other NEOs 2022 $ 2,148,528 $ (2,412,962 ) $ 203,632 $ 116,407 $ 55,605 2021 $ 5,185,663 $ 427,396 $ (95,399 ) $ 92,091 $ 5,609,751 2020 $ 2,020,765 $ (2,568,567 ) $ 58,798 $ 76,467 $ (412,537 ) (i) The fair values of time-based LTI equity awards are based on the closing price of BXP common stock as reported on the NYSE on the relevant valuation date. Performance-based LTI equity awards were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718. (ii) Includes the fair value of (x) LTI equity awards granted during the applicable year that remain unvested as of the end of the applicable year and (y) LTI equity awards granted during the applicable year that vested during the applicable year.
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid vs. Company Selected Measure [Text Block]	(1) For 2021, FFO is adjusted for certain transactions in accordance with the terms of the 2021 Annual Incentive Plan. For disclosures required by Regulation G, refer to Appendix A to this proxy statement.
Total Shareholder Return Vs Peer Group [Text Block]
Tabular List [Table Text Block]	› Below is a list of the performance measures, not ranked in order of importance, which in our Compensation Committee’s assessment, represent the most important performance measures used to link compensation actually paid to our NEO’s for 2022 to BXP’s performance. Performance Measures Diluted FFO Per Share Leasing TSR Relative TSR Same Property NOI Development Activities ESG
Total Shareholder Return Amount	$ 55.54	90.43	71.65
Peer Group Total Shareholder Return Amount	62.07	99.51	81.56
Net Income (Loss)	$ 848,900,000	$ 496,200,000	$ 862,200,000
Company Selected Measure Amount	7.53	6.56	6.29
PEO Name	Owen D. Thomas
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Diluted FFO Per Share
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Leasing
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	TSR
Measure [Axis]: 4
Pay vs Performance Disclosure [Table]
Measure Name	Relative TSR
Measure [Axis]: 5
Pay vs Performance Disclosure [Table]
Measure Name	Same Property NOI
Measure [Axis]: 6
Pay vs Performance Disclosure [Table]
Measure Name	Development Activities
Measure [Axis]: 7
Pay vs Performance Disclosure [Table]
Measure Name	ESG
PEO [Member] \| Grant Date Value of Equity Awards Reported in the Summary Compensation Table Total [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ (9,157,428)	$ (8,745,377)	$ (8,644,379)
PEO [Member] \| Fair Value of Equity Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(1,246,591)	15,598,524	(2,313,634)
PEO [Member] \| Fair Value of Equity Awards Granted in the Applicable Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	5,183,625	13,972,914	4,950,613
PEO [Member] \| Change in Value of Prior Years Awards Unvested at Applicable Year End [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(7,437,052)	1,493,773	(7,796,208)
PEO [Member] \| Change in Value of Prior Years Awards that Vested in the Applicable Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	642,971	(206,106)	251,319
PEO [Member] \| Dividends Paid on Unvested Equity Awards During the Applicable Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	363,865	337,943	280,642
Non-PEO NEO [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	2,148,528	5,185,663	2,020,765
Non-PEO NEO [Member] \| Grant Date Value of Equity Awards Reported in the Summary Compensation Table Total [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(3,319,148)	(3,329,155)	(3,137,755)
Non-PEO NEO [Member] \| Fair Value of Equity Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	55,605	5,609,751	(412,537)
Non-PEO NEO [Member] \| Change in Value of Prior Years Awards Unvested at Applicable Year End [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(2,412,962)	427,396	(2,568,567)
Non-PEO NEO [Member] \| Change in Value of Prior Years Awards that Vested in the Applicable Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	203,632	(95,399)	58,798
Non-PEO NEO [Member] \| Dividends Paid on Unvested Equity Awards During the Applicable Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 116,407	$ 92,091	$ 76,467