BXP, Inc. 8-K

What Happened
BXP, Inc. (the general partner of Boston Properties Limited Partnership) filed an 8-K on December 22, 2025 announcing an Amended and Restated Employment Agreement with CEO and Chairman Owen D. Thomas that extends his employment through December 31, 2029. The agreement keeps Mr. Thomas’ base salary at $950,000 and his target annual bonus at $2,350,000 (no change to 2025 target total compensation), and it ties senior leadership compensation to a newly approved 2025 Outperformance Plan (OPP). Under the OPP, the company granted performance-based LTIP Units totaling up to 711,864 units (maximum), with Mr. Thomas receiving 211,864 LTIP Units on the December 22, 2025 grant date.

Key Details

• Employment term extended through December 31, 2029; term extends to 24 months post–Change in Control if a Change in Control occurs during the term.
• Mr. Thomas compensation: $950,000 base salary; $2,350,000 target annual bonus (actual payout 0–150% of target).
• OPP awards: up to 711,864 LTIP Units total; Owen Thomas granted 211,864 LTIP Units. Awards vest only if both service and performance conditions are met.
• Estimated accounting impact: ~$32.1 million of OPP-related compensation expense over the four-year performance period; approximately $11.6 million (about $0.07 per share) expected to be included in 2026 guidance. No impact on 2025 diluted EPS or diluted FFO per share.
• Retirement and vesting notes: Mr. Thomas is deemed retirement-eligible (age ≥62 and ≥10 years’ service) so time-based and certain performance awards generally vest, but OPP awards explicitly do NOT accelerate or continue vesting on retirement and will be forfeited if the recipient is not providing services when value is created. Severance benefits: 2x pay for termination without Cause (or for Good Reason) off-cycle; 3x pay if termination occurs within 24 months after a Change in Control (subject to release and other conditions).

Why It Matters
This filing signals management continuity by retaining the CEO through the company’s multi-year strategic plan and links senior pay to stock-price-based performance goals intended to drive shareholder value. The OPP introduces performance hurdles tied to an “Adjusted Stock Price” ($90–$118 tiers) and could result in future dilution if LTIP Units convert to common units or shares, but the company quantified a manageable near-term accounting charge (~$32.1M over four years, ~$11.6M in 2026 guidance). Investors should note the OPP’s forfeiture and non-acceleration provisions for retirement — meaning these awards strongly depend on continued service and reaching specified stock-price performance levels.