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BXP Extends CEO’s Employment Agreement and Announces Outperformance Plan for Senior Leadership Team

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outperformance plan financial
An outperformance plan is a pay program that rewards executives or employees when a company does better than a preset target or peer group, usually by paying extra cash or shares if results exceed expectations. For investors, it matters because the plan can motivate management to drive higher returns but may also dilute existing shareholders or signal aggressive goal-setting; think of it like a bonus that only pays if the team beats the scoreboard.
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Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.
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A graded vesting attribution method is a way companies spread the cost of employee stock awards over time when those awards vest in stages rather than all at once. Imagine a ladder where a few rungs unlock each year; the company records compensation expense for each group of shares as they become earned. Investors care because this approach affects when and how much expense hits profits, influencing reported earnings and valuations.
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A real estate investment trust (REIT) is a company that owns, operates, or finances income-generating real estate like shopping malls, apartments, or office buildings. Investors buy shares of the REIT, making it easy for people to invest in real estate without buying property themselves, and it often pays regular dividends from the rent it collects.

BOSTON--(BUSINESS WIRE)-- BXP, Inc. (NYSE: BXP), the largest publicly traded developer, owner, and manager of premier workplaces in the United States, announced today that it amended and restated its employment agreement with Owen D. Thomas, the current Chief Executive Officer and Chairman of the Board of Directors of BXP. Mr. Thomas’ new agreement is fundamentally the same as his previous agreement, and it is intended to more closely align the term of his employment with the multi-year, strategic action plan introduced at BXP’s Investor Day on September 8, 2025. Mr. Thomas’ agreement was scheduled to expire in December 2026, and the term of the new agreement covers the next four years, through December 31, 2029.

“The entire Board is delighted that Owen has agreed to extend his tenure as CEO for the next four years,” said Joel Klein, BXP’s lead independent director. “Owen’s vision, industry expertise, and proven execution make him the ideal leader to ensure continuity, drive our action plan forward, and guide BXP through its next phase of growth.”

In connection with the new employment agreement, BXP’s Board of Directors also approved the 2025 Outperformance Plan, or “OPP.” Under the OPP, BXP granted equity awards to Mr. Thomas and other members of BXP’s senior leadership team. The purpose of the new employment agreement and the OPP awards is to retain and incentivize key members of senior management and to maximize their alignment with the interests of BXP’s shareholders for the duration of the action plan. In light of this, the terms of the OPP awards do not provide for accelerated or continued vesting for any recipient, including Mr. Thomas, in connection with a qualified retirement.

“These equity awards strongly and directly link the compensation of our senior management team to the creation of shareholder value,” said Timothy Naughton, chairman of BXP’s Compensation Committee. “If our team achieves maximum performance under the plan, the estimated total value of the OPP awards will be approximately one percent of the aggregate incremental value realized by BXP’s shareholders.”

To earn any of the OPP awards, BXP’s dividend-adjusted common stock price must equal or exceed $90.00 per share for 20 consecutive trading days between the grant date, December 22, 2025, and the end of the performance period on December 22, 2029. This would represent an increase in stock price per share of approximately 30% from the grant date and would translate to recipients earning 12.5% of the maximum award. Each $4.00 increase in stock price performance above $90.00 will increase the percentage of the maximum award earned by 12.5%. To achieve maximum performance, BXP’s dividend-adjusted stock price must equal or exceed $118.00 for 20 consecutive trading days, representing an increase in stock price per share of approximately 70% from the grant date.

Mr. Thomas’ new employment agreement and the terms of the OPP awards are described in detail in BXP’s Current Report on Form 8-K filed with the Securities and Exchange Commission today.

Impact on Guidance

BXP will account for the OPP awards under the graded vesting attribution method. Based on preliminary valuations, BXP expects to recognize an aggregate of approximately $32.1 million of OPP-related compensation expense over the full four-year performance period. When BXP announces its earnings guidance for full-year 2026, BXP expects it will include approximately $11.6 million, or $0.07 per share, of OPP-related compensation expense that it expects to recognize in 2026. There can be no assurance that the actual incremental compensation expense relating to the OPP will not differ materially from the estimate provided above.

ABOUT BXP

BXP, Inc. (NYSE: BXP) is the largest publicly traded developer, owner, and manager of premier workplaces in the United States, concentrated in six dynamic gateway markets - Boston, Los Angeles, New York, San Francisco, Seattle, and Washington, DC. BXP has delivered places that power progress for our clients and communities for more than 55 years. BXP is a fully integrated real estate company, organized as a real estate investment trust (REIT). As of September 30, 2025, including properties owned by unconsolidated joint ventures, BXP’s portfolio totaled 54.6 million square feet and 187 properties, including eight properties under construction/redevelopment. For more information about BXP, please visit our website or follow us on LinkedIn or Instagram.

AT BXP



Helen Han

Vice President, Investor Relations

hhan@bxp.com

Source: BXP, Inc.

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