DEF 14A of Kilroy Realty Corp, Apr 12, 2024

DEF 14A of Kilroy Realty Corp

Filed Apr 12, 2024 · FY20230001193125-24-094758

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

    | NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 74 | | Summary Compensation Table — 2021, 2022, and 2023 | 74 | | Grants of Plan-Based Awards — 2023 | 79 | | Description of Plan-Based Awards | 80 | | Outstanding Equity Awards at Fiscal Year End — 2023 | 83 | | Option Exercises and Stock Vested — 2023 | 85 | | Nonqualified Deferred Compensation — 2023 | 86 | | Potential Payments Upon Termination or Change in Control | 88 | | Estimated Severance and Change in Control Benefits | 92 | | CEO PAY-RATIO DISCLOSURE | 95 | | PAY VERSUS PERFORMANCE DISCLOSURE | 96 | | EQUITY COMPENSATION PLAN INFORMATION | 100 | | DIRECTOR COMPENSATION | 101 | | Director Compensation Table — 2023 | 102 | | BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS | 104 | | OTHER MATTERS | 106 | | Certain Relationships and Related Party Transactions | 106 | | Proposals and Nominations for 2025 Annual Meeting of Stockholders | 107 | | Delinquent Section 16(A) Reports | 108 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES | 109 | | GENERAL INFORMATION | 113 | | Proxy Solicitation Expenses | 113 | | Available Information | 113 | | Other Matters | 114 | | APPENDIX A — DEFINITIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | A-1 |

  2. COMPENSATION HIGHLIGHTS

    | • | Long-term equity compensation, tied to three-year performance and time-based vesting, is the largest component of each NEO’s total compensation opportunity. |

  3. COMPENSATION HIGHLIGHTS

    | • | Three-fourths of the 2023 annual equity awards for our NEOs are subject to performance-based vesting requirements and include a performance measure based on our relative TSR(2). |

  4. Total Direct Compensation

    | (3) As used in this Proxy Statement, “target TDC” means target total direct compensation, which is the executive’s base salary, target annual cash incentive, and grant date fair value (based on the value approved by the Compensation Committee and used to determine the number of shares subject to the award) of annual long-term incentive awards granted to the executive in 2023. In this Proxy Statement, when presenting the average target TDC for our other NEOs (NEOs other than Mr. Kilroy), Mr. Rose has been excluded because his employment with the Company ended during 2023. |

  5. CORPORATE GOVERNANCE HIGHLIGHTS

    | Compensation Governance Best Practices | | | | | Independent Compensation Consultant | ✓ | Clawback Policy | ✓ | | Robust Stock Ownership Guidelines for Executives and Non-Employee Directors | ✓ | No Single Trigger Change in Control Provisions | ✓ | | Minimum Stock Holding Requirements | ✓ | No Excise Tax Gross-Ups | ✓ | | Anti-Hedging Policy | ✓ | No Repricing of Underwater Stock Options Without Stockholder Approval | ✓ | | Anti-Pledging Policy | ✓ | Regular Engagement with Investors | ✓ | | Related Party Transactions Policy | ✓ | | |

  6. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR Upon the recommendation of the Governance Committee, the Board has nominated Angela M. Aman, Edward F. Brennan, PhD, Daryl J. Carter, Jolie A. Hunt, Scott S. Ingraham, Louisa G. Ritter, Gary R. Stevenson, and Peter B. Stoneberg for election to the Board for a term continuing until the annual meeting of stockholders to be held in 2025 and until their respective successors are duly elected and qualified. All of the director nominees, except for Mr. Carter, are currently directors of the Company and all of the director nominees, other than Ms. Aman and Mr. Carter, were previously elected to serve on the Board by our stockholders. Mr. Carter is standing for election to the Board for the first time and has been nominated to the Board as part of our ongoing Board refreshment process. Mr. Carter is the Founder, Chairman, and CEO of Avanath Capital Management, LLC. In connection with a comprehensive search process conducted by Korn Ferry (US) (“Korn Ferry”) at the request of the Governance Committee, Korn Ferry identified Mr. Carter as a potential director nominee and assessed Mr. Carter’s candidacy. As part of its assessment, a representative of Korn Ferry interviewed Mr. Carter and presented the results of its evaluation to the Board for discussion. Each of the Board members also met and interviewed Mr. Carter, and Korn Ferry and the Board performed substantial diligence and reference checks on Mr. Carter, including engaging a third party to conduct an extensive background check. The Board met to discuss the results of the background check and interviews and determined to approve Mr. Carter’s nomination for election to the Board.

  7. NOMINEES FOR DIRECTOR

    | 12 | PROXY STATEMENT | KILROY REALTY |

  8. BOARD COMPOSITION

    BOARD COMPOSITION Board Snapshot*

  9. BOARD COMPOSITION

    | * Includes director nominee Daryl Carter, except that tenure information includes only incumbent independent director nominees. |

  10. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 13 |

  11. BOARD COMPOSITION

    Director Nominee Skills, Experience, and Background We believe each of the eight director nominees possesses the professional and personal qualifications necessary for effective service as a director. In addition to each nominee’s specific experience, qualifications, and skills, we believe that each nominee has a reputation for integrity, honesty, and adherence to high ethical standards and has demonstrated business acumen and an ability to exercise sound business judgment and that all nominees are committed to driving sustainable, long-term stockholder value. The following chart provides a summary of the director nominees’ skills and core competencies:

  12. BOARD COMPOSITION

    | Skill/Qualification | Aman | Brennan | Carter | Hunt | Ingraham | Ritter | Stevenson | Stoneberg | | Target Tenant Industry Experience Knowledge and experience with the top four industries that make up the majority of our tenant base (Technology; Life Science & Healthcare; Media; and F.I.R.E. — Finance, Insurance and Real Estate) | ● | ● | ● | ● | ● | ● | ● | ● | | Executive Leadership Leadership role as company CEO or President | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Board Service Experience as a board member of another publicly traded company | ● | ● | ● | | ● | | | | | Investment Experience Relevant investment, strategic and deal structuring experience | ● | ● | ● | | ● | ● | ● | ● | | Financial Literacy/Accounting Experience Financial or accounting experience and an understanding of financial reporting, internal controls and compliance | ● | ● | ● | | ● | ● | | ● | | Finance/Capital Markets Experience Experience navigating our capital-raising needs | ● | ● | ● | | ● | ● | ● | ● | | Risk Management Experience Experience overseeing and managing company risk | ● | ● | ● | ● | ● | ● | ● | ● | | Advanced Degree/Professional Accreditation Possesses an advanced degree or other professional accreditation that brings additional perspective to our business and strategy | | ● | ● | ● | | ● | ● | ● |

  13. BOARD COMPOSITION

    | 14 | PROXY STATEMENT | KILROY REALTY |

  14. BOARD COMPOSITION

    | Diversity and Other Information | Aman | Brennan | Carter | Hunt | Ingraham | Ritter | Stevenson | Stoneberg | | Gender Diversity | ● | | | ● | | ● | | | | Racial/Ethnic Diversity | | | | | | | | | | Alaskan Native / Native American | | | | | | | | | | Asian | | | | | | | | | | Black / African American | | | ● | | | | | | | Caucasian / White | ● | ● | | ● | ● | ● | ● | ● | | Hispanic / Latin American | | | | | | | | | | Native Hawaiian or Other Pacific Islander | | | | | | | | | | Age | 44 | 72 | 69 | 45 | 70 | 60 | 67 | 68 | | Tenure | <1 | 21 | N/A | 9 | 17 | 4 | 10 | 10 |

  15. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 15 |

  16. BOARD COMPOSITION

    | Age: 44 Director Since: 2024 Race/Ethnicity: Caucasian Board Committees - N/A | ANGELA M. AMAN Chief Executive Officer and Director | | | Specific Qualifications, Attributes, Skills and Experience: Ms. Aman was nominated to serve on our Board because she is a seasoned real estate executive with more than 22 years of commercial real estate, financial, and operational expertise, which she acquired through her experience working with both public and private real estate companies. As our CEO, Ms. Aman also provides a vital link between our Board and our management team. Ms. Aman is a member of Nareit, ICSC, and the Urban Land Institute and currently serves on the Board of Trustees of Equity Residential, where she serves as Chair of the Audit Committee. | | | Career Highlights: • President, Chief Financial Officer, and Treasurer of Brixmor Property Group from 2023 to 2024, Chief Financial Officer and Treasurer of Brixmor Property Group from 2016 to 2023, and Executive Vice President of Brixmor Property Group from 2016 to 2023. • Executive Vice President and Chief Financial Officer of Starwood Retail Partners from 2015 to 2016. • Executive Vice President, Chief Financial Officer and Treasurer of Retail Properties of America, Inc. from 2012 to 2015. • Member of RREEF real estate securities team from 2005 to 2011, serving as an investment analyst and later as a portfolio manager. • Member of Deutsche Bank Securities, Inc.’s real estate investment banking group from 2001 to 2005. • Member of Nareit, ICSC, and the Urban Land Institute. • Holds a Bachelor’s degree in Economics from The Wharton School, University of Pennsylvania. Other Public Company Boards: • Member of the Board of Trustees of Equity Residential (NYSE: EQR), serving as the chair of the audit committee. |

  17. BOARD COMPOSITION

    | 16 | PROXY STATEMENT | KILROY REALTY |

  18. BOARD COMPOSITION

    | Age: 72 Lead Independent Director Since: 2014 Director Since: 2003 Race/Ethnicity: Caucasian Board Committees - Compensation (Chair) - Governance - Succession Planning | EDWARD F. BRENNAN, PhD Lead Independent Director* | | | Specific Qualifications, Attributes, Skills and Experience: Dr. Brennan was nominated to serve on our Board because of his executive management and board of directors experience with both public and private companies and specifically, his over 30 years of experience with companies in the health sciences and medical industries, which are now and have historically been target tenants of the Company. Dr. Brennan has participated in the development, management and financing of new medical technology ventures for over 30 years, including scientific and executive positions with Syntex, Inc., UroSystems, Inc., Medtronic Inc., DepoMed Systems, Inc., and CardioGenesis Corp. | | | Career Highlights: • Special advisor to Abram Scientific, a privately held medical diagnostics company, since March 2020, where he previously served as the acting CEO and a director from 2015 to 2022. • Chief Integration Officer of ITC Nexus Holding Company, a medical diagnostics company, following the merger of Nexus and International Technidyne Corporation in 2011, and CEO of Nexus Dx, Inc. from 2011 to 2014. • President and Chief Operating Officer of CryoCor, Inc. from 2005 to 2006 and Chief Executive Officer from 2006 until 2008, when the company was sold to Boston Scientific Corporation. • Managing Partner of Perennial Ventures, a Seattle-based venture capital firm, from 2001 to 2004. • Vice President at Tredegar Investments from 2000 to 2001. • House Manager for the Center for the Performing Arts in the City of Mountain View. • Member of the board of directors of several private companies, including GreenNinja.org and TargetDX Laboratory. • Previously served on the Board of Trustees of Goucher College, Baltimore, Maryland. • Holds Bachelor’s degrees in Chemistry and Biology and a PhD in Biology from the University of California, Santa Cruz. Other Public Company Boards: • Member of the board of directors of HemoSense, Inc. from 2000 and Chairman of HemoSense Inc. from 2004 until its sale to Inverness Medical Innovations in 2007. • Member of the board of directors of CryoCor from 2006 until its sale to Boston Scientific Corporation in 2008. * Dr. Brennan is expected to be appointed independent Board Chair if elected at the Annual Meeting. |

  19. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 17 |

  20. BOARD COMPOSITION

    | Age: 69 Director Since: N/A Race/Ethnicity: Black / African American Board Committees - N/A | DARYL J. CARTER Independent Director | | | Specific Qualifications, Attributes, Skills and Experience: Mr. Carter was nominated to serve on our Board because of his more than 40 years of diverse real estate experience. Mr. Carter is the Founder, Chairman, and CEO of Avanath Capital Management, LLC, a California-based investment firm that acquires, renovates, and operates apartment properties, with an emphasis on affordable and workforce communities. Mr. Carter is responsible for directing the overall strategy and operations of Avanath. Prior to founding Avanath, Mr. Carter held positions of Executive Managing Director, Regional Vice President and Co-Chairman with various companies. | | | Career Highlights: • Founder, Chairman, and CEO of Avanath Capital Management, LLC since 2008. • Executive Managing Director of Centerline Capital Group. Mr. Carter became part of the Centerline team when his company, Capri Capital Finance, was acquired by Centerline in 2005. Mr. Carter co-founded and served as Co-Chairman of the Capri Capital family of companies and was instrumental in building Capri to a diversified real estate investment firm with $8 billion in real estate equity and debt investments under management. • Regional Vice President at Westinghouse Credit Corporation and a Second Vice President at Continental Bank from 1981 to 1991. • Past Chairman of the National Multifamily Housing Council from 2014 to 2016. • Holds a Master’s in Architecture and a Master’s in Business Administration, both from the Massachusetts Institute of Technology. Also holds a Bachelor of Science degree in Architecture from the University of Michigan. • In 2015, Mr. Carter received the MIT Sloan School Distinguished Alumni Award. Other Public Company Boards: • Member of the board of directors of Catellus Development Corporation (CDX) from 1994 to 2005. • Member of the board of directors of Silver Bay Realty Trust (SBY) from 2013 to 2017. • Member of the board of directors of Whitestone REIT (NYSE: WSR) from 2009 to 2017. |

  21. BOARD COMPOSITION

    | 18 | PROXY STATEMENT | KILROY REALTY |

  22. BOARD COMPOSITION

    | Age: 45 Director Since: 2015 Race/Ethnicity: Caucasian Board Committees - Compensation - Governance - CSR&S (Chair) | JOLIE A. HUNT Independent Director | | | Specific Qualifications, Attributes, Skills and Experience: Ms. Hunt was nominated to serve on our Board because of her significant marketing and communications experience, knowledge about trends in the media, entertainment, and technology world, and the use of technology to advance company brands, which she acquired through her experience working with multiple multinational corporations and as the founder and CEO of Hunt & Gather. The Board believes these positions and experience bring additional, unique skills, perspective, and connections to our Board. | | | Career Highlights: • Founder and CEO of Hunt & Gather, a marketing and communications agency that helps launch startup ventures, revive the strategic marketing and communications efforts of established brands, and utilizes discreet influencer relations to pair like-minded people and places together where there is mutual benefit, since 2013. • Chief Marketing & Communications Officer for AOL, Inc. from 2012 to 2013. • Senior Vice President, Global Head of Brand & Public Relations at Thomson Reuters from 2008 to 2012. • Global Director of Corporate & Business Affairs at IBM Corporation from 2006 to 2008. • Director of Public Relations for the Financial Times from 2002 to 2006. • Member of the boards of The Lowline and the Civilian Public Affairs Council for West Point Military Academy. • Holds a Bachelor’s degree in Mass Communication from Boston University and completed the Global Executive Program at Dartmouth University Tuck School of Business and Spain’s IE Business School in 2010. |

  23. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 19 |

  24. BOARD COMPOSITION

    | Age: 70 Director Since: 2007 Race/Ethnicity: Caucasian Board Committees - Audit (Chair) - Governance | SCOTT S. INGRAHAM Independent Director | | | Specific Qualifications, Attributes, Skills and Experience: Mr. Ingraham was nominated to serve on our Board because he possesses extensive financial and real estate knowledge based on his experience as Chairman and CEO of Rent.com, President and CEO of Oasis, a member of the board of trustees, and a member of the nominating and corporate governance committee, audit committee, and compensation committee of Camden, a member of the board of directors and audit committee of LoopNet, and a member of the board of directors and audit committee of RealPage, Inc. Mr. Ingraham also possesses knowledge and familiarity with the Austin and Southwest regions. | | | Career Highlights: • Co-owner of Zuma Capital, a firm engaged in private equity and angel investing, since 2006. • Co-founder, Chairman and CEO of Rent.com, an Internet-based multi-family real estate site, from 1999 until it was sold to eBay in 2005. • Co-founder and former President and CEO of Oasis Residential (“Oasis”), a public apartment REIT founded in 1992 that merged with Camden Property Trust (“Camden”) in 1998. • Prior to co-founding Oasis, Mr. Ingraham’s career was devoted to real estate finance, mortgage, and investment banking. • Holds a Bachelor’s degree in Business Administration from the University of Texas at Austin. Other Public Company Boards: • Trust manager of Camden (NYSE: CPT) since 1998 and audit committee member for six years previously and beginning again in 2016. • Member of the board of directors of LoopNet (NASDAQ: LOOP) for six years before it was acquired by Co-Star in 2012. • Member of the board of directors of RealPage, Inc. (NASDAQ: RP) for nine years before it was acquired by a private equity investor in 2021. |

  25. BOARD COMPOSITION

    | 20 | PROXY STATEMENT | KILROY REALTY |

  26. BOARD COMPOSITION

    | Age: 60 Director Since: 2020 Race/Ethnicity: Caucasian Board Committees - Audit - Compensation - Governance | LOUISA G. RITTER Independent Director | | | Specific Qualifications, Attributes, Skills and Experience: Ms. Ritter was nominated to serve on our Board because she possesses extensive financial and investment knowledge based on her experiences handling a variety of matters as President at Pisces, and as a banker and corporate executive at a preeminent investment banking firm. She also has a broad range of experience through her non-profit service, having served on finance and governance committees, and having held an array of leadership roles including board chair, and chair of compensation, head search, and personnel committees. | | | Career Highlights: • President of Pisces, Inc. (“Pisces”), a San Francisco-based asset management firm since 2016. • Served in various capacities at Goldman Sachs for 14 years (from 2001 to 2015), most recently serving as Managing Director in its Executive Office and President of Goldman Sachs Gives. From 2001 to 2012, led various businesses including serving as COO of West Region Investment Banking and Chief of Staff of Global Technology, Media and Telecomm Investment Banking. • Served for ten years in various capacities (from 1990 to 2000) at Montgomery Securities, which ultimately became Banc of America Securities, where she served as Co-COO of Global Corporate & Investment Banking. • Member of various non-profit boards including The Hamlin School, Marin Academy, the Management Board of the Stanford School of Business, The Global CO2 Initiative, and the Center for Reproductive Rights, where she serves as Treasurer and on the finance and audit committee, the risk subcommittee, and the diversity, equity and inclusion committee. • Holds a Bachelor of Arts degree from Yale University and a Master’s degree in Business Administration from the Stanford University Graduate School of Business. |

  27. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 21 |

  28. BOARD COMPOSITION

    | Age: 67 Director Since: 2014 Race/Ethnicity: Caucasian Board Committees - Compensation - Governance - Succession Planning (Chair) | GARY R. STEVENSON Independent Director | | | Specific Qualifications, Attributes, Skills and Experience: Mr. Stevenson was nominated to serve on our Board because of his extensive business and operational experience, including his founding role at OnSport Strategies, and his roles as President of Pac-12 and currently as Deputy Commissioner of Major League Soccer and as President and Managing Director of MLS Business Ventures of Major League Soccer. The Board believes these positions and Mr. Stevenson’s entrepreneurship success bring a diverse set of skills, experiences, and relationships to our Board. | | | Career Highlights: • Deputy Commissioner of Major League Soccer and has been President and Managing Director of MLS Business Ventures of Major League Soccer since 2013. • President of PAC-12 Enterprises (“Pac-12”) from 2011 to 2013, where he managed a diversified and integrated company, including the Pac-12 Networks and Pac-12 Properties. • Chairman and CEO of OnSport Strategies, a sports and entertainment consulting company that he founded in 1997 and later sold to Wasserman Media Group in 2007. • Principal for Wasserman Media Group from 2007 to 2010, to help handle the integration of OnSport Strategies. • President of NBA Properties, Marketing and Media for the National Basketball Association from 1995 to 1997. • Chief Operating Officer and Executive Vice President of the Golf Channel from 1994 to 1995. • Executive Vice President, Business Affairs for PGA Tour from 1987 to 1994. • Holds a Bachelor’s degree from Duke University and a Master’s degree in Business Administration from George Washington University. |

  29. BOARD COMPOSITION

    | 22 | PROXY STATEMENT | KILROY REALTY |

  30. BOARD COMPOSITION

    | Age: 68 Director Since: 2014 Race/Ethnicity: Caucasian Board Committees - Audit - Governance (Chair) - CSR&S | PETER B. STONEBERG Independent Director | | | Specific Qualifications, Attributes, Skills and Experience: Mr. Stoneberg was nominated to serve on our Board because of his significant relationships, experience with and knowledge of large and small companies in the high-technology industry, particularly those within the San Francisco Bay Area, which have become target tenants of the Company. Mr. Stoneberg also possesses extensive knowledge in the areas of raising equity and debt capital, and mergers and acquisitions based on his experience at BACI, Montgomery Securities, and Velocity Ventures. Mr. Stoneberg also has experience as an active board member at three companies, including as a member of the audit and compensation committees of Netcom Systems and Cupertino Electric. | | | Career Highlights: • Managing Partner of Velocity Ventures, LLC, a merchant banking and M&A advisory firm that he founded in 2000. • Managing Partner of Architect Partners, LLC, an investment banking firm, since 2020. • Managing Partner of Dresner Partners, LLC an investment banking firm, from 2018 to 2020. • Investment Partner at Bank of America Capital Investors (“BACI”), from 2000 to 2006. • Senior Managing Director of Montgomery Securities, where he founded and led the Technology M&A group, beginning in 1994 until its acquisition by Bank of America in 1999. • Served in various investment banking and management roles from 1980 to 1986, including as Managing Director of Broadview Associates, Co-Founder and President of Data/Voice Solutions Corp, and Product Marketing Manager for IBM and ROLM Corp. • Previous investor and director of Cupertino Electric, Osprey Ventures, Historic Motorsports Productions, Saleslogix Corp., and Netcom Systems. • President and board member of Atlas Peak Appellation Association, a small, non-profit association of wineries and wine grape growers in Napa, CA. • Founder of the San Francisco America’s Cup Organizing Committee. • Chair of the Investment Committee of the St. Francis Sailing Foundation. • Holds a Bachelor’s degree in Business from the University of Colorado and has completed the Stanford Law School Directors’ College. |

  31. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 23 |

  32. BOARD COMPOSITION

    Each director nominee will be elected at the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an annual meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast in the election of directors at the annual meeting at which a quorum is present. The election of directors at the Annual Meeting is not contested. Under Maryland law, if an incumbent director is not re-elected at a meeting of stockholders at which he or she stands for re-election, then the incumbent director continues to serve in office as a holdover director until his or her successor is elected. To address this “holdover” issue, our Bylaws provide that if an incumbent director is not re-elected due to his or her failure to receive a majority of the votes cast in an uncontested election, the director will promptly tender his or her resignation as a director, subject to acceptance by the Board. The Governance Committee will then make a recommendation to our Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. Our Board will act on the Governance Committee’s recommendation and publicly disclose its decision, along with its rationale, within 90 days after the date of the certification of the election results. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

  33. BOARD COMPOSITION

    | 24 | PROXY STATEMENT | KILROY REALTY |

  34. BOARD COMPOSITION

    ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION We are asking our stockholders to approve the compensation of our NEOs (as identified in the CD&A) as disclosed pursuant to the US Securities and Exchange Commission (the “SEC”) executive compensation disclosure rules and as set forth in this Proxy Statement (including in the compensation tables, the narratives accompanying those tables, and the CD&A). This is commonly referred to as a “Say-on-Pay” vote. Our executive compensation philosophy is designed to achieve the following objectives:

  35. BOARD COMPOSITION

    | • | To align executive compensation with the Company’s corporate strategies, business and ESG objectives, and the creation of long-term value for our stockholders without encouraging unnecessary or excessive risk-taking; |

  36. BOARD COMPOSITION

    | • | To provide an incentive to achieve key strategic and financial performance measures by linking short-term incentive award opportunities and a substantial portion of long-term incentive award opportunities to the achievement of corporate strategic and operational performance objectives; |

  37. BOARD COMPOSITION

    | • | To set total compensation to be competitive with companies in our peer group identified on page 70, taking into account our active portfolio management strategy and the skill set required to implement that strategy; |

  38. BOARD COMPOSITION

    | • | To provide a majority of target TDC(4) for our NEOs in the form of long-term incentive equity awards; and |

  39. BOARD COMPOSITION

    | • | Annual Short-Term Incentives Based on Performance Measurement Framework. The Compensation Committee determines annual short-term incentives (annual cash bonuses) based on a rigorous performance measurement framework that measures the Company’s actual performance against pre-established financial and operational goals (including ESG goals) and each NEO’s contribution to that performance. The Compensation Committee determined that the final 2023 short-term incentive amounts for our NEOs who received payments under this program would be 125% of their target payout levels. See “Short-Term Incentives — Decisions for 2023; 2023 Key Operating and Financial Goal Setting and Performance” on page 56 for more information about how the goals are set and the Company’s performance. |

  40. BOARD COMPOSITION

    | (4) As used in this Proxy Statement, “target TDC” and “target total direct compensation” mean the executive’s base salary, target annual cash incentive, and grant date fair value (based on the value approved by the Compensation Committee and used to determine the number of shares subject to the award) of annual long-term incentive awards granted to the executive in 2023. In this Proxy Statement, when presenting the average target TDC for our other NEOs (NEOs other than Mr. Kilroy), and in presenting the average portion of the other NEOs’ target TDC that is at risk, performance-based, or in the form of long-term incentives, Mr. Rose has been excluded because his employment with the Company ended during 2023. |

  41. BOARD COMPOSITION

    | • | Majority of Target TDC is in the Form of Long-Term Incentives. The most significant component of each NEO’s total compensation opportunity is in the form of restricted stock units (“RSUs”) that vest over a three-year period. In 2023, approximately 62% of Mr. Kilroy’s (and approximately 57% of our other NEOs’) target TDC was in the form of RSUs. We believe equity compensation helps to align the interests of our NEOs with those of our stockholders. |

  42. BOARD COMPOSITION

    | • | Majority of Long-Term Incentives are Performance-Based. Three-fourths of the 2023 annual equity awards for our NEOs are subject to performance-based vesting requirements. Vesting levels of the 2023 annual equity awards with performance-based vesting requirements were contingent on achievement of a threshold level of FFO per share for 2023. If that goal was achieved, vesting would be determined based on our TSR compared to other office-focused REITs over a three-year period (for 50% of the performance-based awards) and our average ratio of net debt to EBITDA(5) over that period (for the remaining 50% of the performance-based awards). |

  43. BOARD COMPOSITION AND GOVERNANCE

    | Board Commitment. Our dedicated CSR&S Committee provides oversight and guidance to the Board and management regarding the Company’s objectives related to sustainability, human capital matters (including diversity and inclusion, health and wellness, and employee engagement), philanthropy and community involvement, good corporate citizenship, and other non-financial objectives that are of significance to the Company and our stockholders and the community at large. The CSR&S Committee develops, oversees, and periodically reviews our CSR&S objectives, initiatives, policies, and procedures, monitors legal, regulatory, and compliance matters, and surveys public policy trends as part of its duties. Management Commitment. Our management team is tasked with executing our CSR&S initiatives. Management coordinates with representatives from our sustainability, risk management, security, asset management, legal, and engineering groups to ensure enterprise-level integration of our CSR&S initiatives. Our annual cash incentive plan performance measurement framework considers our achievement of certain sustainability disclosures and CSR&S initiatives in determining the annual short-term incentive amount for our executive management team. For more information on our cash incentive plan, see “Compensation Discussion and Analysis — 2023 Named Executive Officer Compensation — Short-Term Incentives” below. Employee Involvement. An internal team that spans our sustainability, legal, human resources, and administration groups meets regularly to discuss initiatives and progress around social and environmental issues, and our Senior Vice President, Sustainability, Senior Vice President, Corporate Counsel, and Executive Vice President, Chief Administrative Officer report to the CSR&S Committee multiple times a year. | | | We have also implemented several employee-led initiatives to further our CSR&S goals, such as the Kilroy Culture Crew, which focuses on promoting the well-being of our employees, collaboration between sustainability, asset management, and engineering on implementing sustainability programs, and employee volunteer activities ranging from food drives to charity walks. We also conduct periodic wellness surveys to assist in tailoring our employee health programs. | |

  44. BOARD COMMITTEES

    BOARD COMMITTEES Our Board has five (5) standing committees: (i) the Audit Committee, (ii) the Compensation Committee, (iii) the Governance Committee, (iv) the CSR&S Committee, and (v) the Succession Planning Committee. All members of the Audit Committee, Compensation Committee, and Governance Committee are Independent Directors. Our Audit Committee, Compensation Committee, Governance Committee, CSR&S Committee, and Succession Planning Committee each operate under a written charter adopted by our Board, which is available in the Investors — Overview — Governance Documents section of our website at https://www.kilroyrealty.com.

  45. BOARD COMMITTEES

    | Director Name | Independent | Audit | Compensation | Governance | CSR&S | Succession Planning | | Edward F. Brennan, PhD LID* | X | | C | ✓ | | ✓ | | Jolie A. Hunt | X | | ✓ | ✓ | C | | | Scott S. Ingraham | X | F C | | ✓ | | | | Louisa G. Ritter | X | F ✓ | ✓ | ✓ | | | | Gary R. Stevenson | X | | ✓ | ✓ | | C | | Peter B. Stoneberg | X | F ✓ | | C | ✓ | | | Angela M. Aman | | | | | | | | John Kilroy | | | | | | ✓ |

  46. BOARD COMMITTEES

    LID Lead Independent Director ✓ Committee Member F Financial Expert C Committee Chair

  47. BOARD COMMITTEES

    | * Dr. Brennan is expected to be appointed independent Board Chair if elected at the Annual Meeting. |

  48. BOARD COMMITTEES

    | 34 | PROXY STATEMENT | KILROY REALTY |

  49. BOARD COMMITTEES

    | AUDIT COMMITTEE | | | | MEMBERS* Scott S. Ingraham (Chair) Louisa G. Ritter Peter B. Stoneberg All Independent** All NYSE / SEC Qualified Financial Experts**† | MEETINGS • Held seven meetings during 2023 KEY MEMBER SKILLS • High level of financial experience • Senior leadership experience • Risk oversight/ management experience | RESPONSIBILITIES The responsibilities of the Audit Committee include, among other things, overseeing: • the appointment, compensation, and oversight of the independent auditor, including the independent auditor’s qualifications and independence; • the quality and integrity of the Company’s financial statements, including the annual audit and review of the Company’s financial statements, critical accounting policies, critical audit matters, and issues encountered during the annual audit; • the Company’s compliance with legal and regulatory requirements; • the Company’s accounting and system of internal controls; • cybersecurity and information security risks, including risk mitigation, ongoing employee training, and insurance coverage to defray security breach costs; • the performance of the Company’s internal audit function and independent auditor; and • the Company’s policies and internal control procedures in place to safeguard the Company’s assets, including the scope of applicable risk of loss insurance, the Company’s cybersecurity risks and preparedness, and the Company’s significant financial risk exposures and policies. |

  50. BOARD COMMITTEES

    | * Dr. Brennan also served on the Audit Committee until March 27, 2023. |

  51. BOARD COMMITTEES

    | ** Each member of the Audit Committee is independent under applicable SEC and NYSE listing standards for audit committee membership. |

  52. BOARD COMMITTEES

    | † The Board based its determination on the qualifications and business experience of each of Messrs. Ingraham and Stoneberg and Ms. Ritter described above under “Proposal 1 — Election of Directors.” |

  53. BOARD COMMITTEES

    | KILROY REALTY | PROXY STATEMENT | 35 |

  54. BOARD COMMITTEES

    | EXECUTIVE COMPENSATION COMMITTEE | | | | MEMBERS* Edward F. Brennan, PhD (Chair) Jolie A. Hunt Louisa G. Ritter Gary R. Stevenson All Independent** | MEETINGS • Held six meetings during 2023 KEY MEMBER SKILLS • Senior leadership experience • Risk oversight/ management experience • Advanced degree/ professional accreditation | RESPONSIBILITIES The responsibilities of the Compensation Committee include, among other things: • reviewing and making any necessary changes to our compensation philosophy, including reviewing the risk level of the Company’s compensation arrangements; • reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of our CEO in light of those goals and objectives, and determining and approving our CEO’s compensation level based on such evaluation; • reviewing and approving the compensation for our other executive officers and all executive officers’ employment agreements, severance arrangements, or any other compensation-related agreements; • reviewing and making recommendations to the Board regarding compensation for non-employee members of our Board; • reviewing and making recommendations to the Board regarding the adoption, amendment or any discontinuation of any compensation plans under which Company securities may be issued, or which otherwise requires stockholder approval, and approving award grants under any such plan and the terms of any such awards; • appointing the Company’s 401(k) Committee (which is not a committee of the Board); • overseeing the Company’s 401(k) Committee; • overseeing the Company’s relationship with its compensation advisors; • overseeing the administration of the Company’s clawback policy and stock ownership guidelines; and • preparing the Compensation Committee Report included in this Proxy Statement and, if appropriate, recommending to the Board that the CD&A be included in the Proxy Statement. |

  55. BOARD COMMITTEES

    | * Mr. Stoneberg also served on the Compensation Committee until March 27, 2023. Ms. Ritter joined the Compensation Committee on March 27, 2023. |

  56. BOARD COMMITTEES

    | ** In making this determination, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee. |

  57. BOARD COMMITTEES

    In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a separate committee of the Board or a subcommittee of the Compensation Committee. The Compensation Committee has not delegated any of its responsibilities or authority. In 2023, the Compensation Committee retained Mercer (US) Inc. (“Mercer”) to assist it in reviewing our 2023 compensation programs and retained Korn Ferry to assist it in reviewing performance-based vesting and incentive payment determinations for 2023, reviewing our 2024 compensation programs, and to advise on the terms of Ms. Aman’s employment and compensation. As discussed under “Compensation Discussion and Analysis — How We Make Compensation Decisions — Role of Independent Compensation Consultant” below, the Compensation Committee assessed the independence of Mercer and Korn Ferry and has concluded that its engagement of each of them did not raise any conflict of interest with the Company and that each of them is independent. The services provided by Mercer and Korn Ferry in 2023 are also discussed in that section.

  58. BOARD COMMITTEES

    | 36 | PROXY STATEMENT | KILROY REALTY |

  59. BOARD COMMITTEES

    At the request of the Compensation Committee, certain of our executive officers aid the Compensation Committee in reviewing and analyzing our executive compensation program. These services are discussed under “Compensation Discussion and Analysis — How We Make Compensation Decisions — Role of Management in Executive Compensation Planning” below.

  60. BOARD COMMITTEES

    | NOMINATING/CORPORATE GOVERNANCE COMMITTEE | | | | MEMBERS Edward F. Brennan, PhD Jolie A. Hunt Scott S. Ingraham Louisa G. Ritter* Gary R. Stevenson Peter B. Stoneberg (Chair) All Independent | MEETINGS • Held six meetings during 2023 KEY MEMBER SKILLS • Legal/regulatory experience • Public company executive/Board experience • Risk oversight/ management experience | RESPONSIBILITIES The responsibilities of the Governance Committee include, among other things: • identifying individuals qualified to serve as Board members consistent with criteria approved by the Board; • recommending director nominees for the next annual meeting of stockholders for approval by the Board and to fill vacancies on the Board, including making recommendations to the Board concerning the appropriate size of the Board; • developing and annually reviewing the Corporate Governance Guidelines, and the director qualification criteria set forth therein, and recommending any proposed changes to the Board; • overseeing the evaluation of the Board; • overseeing the Code of Business Conduct and Ethics and the Related Party Transactions Policy and reviewing all Related Party Transactions and Principal Party Transactions (as defined under “Other Matters — Certain Relationships and Related Party Transactions”); and • generally advising the Board on corporate governance and related matters. |

  61. BOARD COMMITTEES

    | * Ms. Ritter joined the Governance Committee on March 27, 2023. |

  62. BOARD COMMITTEES

    Additionally, the Governance Committee has the authority to engage any independent counsel or other outside experts or advisors it deems desirable or appropriate.

  63. BOARD COMMITTEES

    | KILROY REALTY | PROXY STATEMENT | 37 |

  64. BOARD COMMITTEES

    | CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE | | | | MEMBERS Jolie A. Hunt (Chair) Peter B. Stoneberg John Kilroy | MEETINGS • Held two meetings during 2023 KEY MEMBER SKILLS • Human capital management • Strong leadership experience | RESPONSIBILITIES The responsibilities of the CSR&S Committee include, among other things: • generally advising the Board and management of the Company on matters related to the Company’s corporate social responsibility objectives, including but not limited to: ○ sustainability, including short- and long-term climate-related risks and opportunities, and advancing progress on energy, carbon, water, and waste goals; ○ human capital matters, including diversity and inclusion, health and wellness, and employee engagement; ○ philanthropy and community involvement, and good corporate citizenship; and ○ other non-financial issues that are of significance to the Company and our stockholders; and • developing and overseeing Company goals, policies and procedures, and initiatives to ensure alignment with, and promote the achievement of, such objectives. |

  65. BOARD COMMITTEES

    | SUCCESSION PLANNING COMMITTEE | | | | MEMBERS Gary R. Stevenson (Chair) Edward F. Brennan, PhD John Kilroy | MEETINGS • Held nine meetings during 2023 KEY MEMBER SKILLS • Senior leadership experience • Public company board experience • Risk oversight/human capital management experience | RESPONSIBILITIES The responsibilities of the Succession Planning Committee include, among other things: • identifying, as needed, potential successors for CEO and other key management positions for consideration by the Board; • reviewing management’s policies and strategies related to succession generally; and • reviewing and maintaining the Company’s emergency succession plan. |

  66. BOARD COMMITTEES

    | 38 | PROXY STATEMENT | KILROY REALTY |

  67. DIRECTOR SELECTION, EVALUATION, AND COMMUNICATIONS

    | • | Commitment to promoting the long-term interests of the Company’s stockholders; |

  68. Audit Committee

    | Age: 44 Director Since: 2024 Officer Since: 2024 Race/Ethnicity: Caucasian | ANGELA M. AMAN Chief Executive Officer and Director Biographical information regarding Ms. Aman is set forth above under the caption “Proposal 1 — Election of Directors.” | | Age: 64 Officer Since: 2000 Race/Ethnicity: Caucasian | JUSTIN SMART President | | | • Mr. Smart was appointed President effective March 2023. • Mr. Smart previously served as President, Development and Construction from July 2022 through February 2023, and as Executive Vice President, Development and Construction Services from January 2013 through June 2022. Mr. Smart served as Senior Vice President of Development and Construction Services from August 2000 through December 2012. • Mr. Smart has more than 30 years of real estate development experience covering a wide range of product types, including office, industrial, residential, and resort properties throughout the United States. • From June 1996 to August 2000, Mr. Smart was Vice President of Development with Intrawest Corporation, a leading developer of resorts and resort real estate. • Prior to 1996, Mr. Smart served as Vice President of Construction with Kilroy Industries. |

  69. Audit Committee

    | Age: 41 Officer Since: 2017 Race/Ethnicity: Caucasian | ELIOTT TRENCHER Executive Vice President, Chief Financial Officer and Chief Investment Officer | | | • Mr. Trencher was appointed Chief Financial Officer and Treasurer in February 2022 (serving in an interim capacity until February 2023), and continues to also serve as Chief Investment Officer, a position he has held since December 2020 with responsibility for acquisitions, dispositions, joint ventures, and new markets. Upon joining the Company in 2017, Mr. Trencher served as Senior Vice President, Corporate Strategy. • Prior to joining the Company, Mr. Trencher worked at Cohen & Steers (NYSE: CNS) from 2008 to 2017 where he held various roles, the most recent of which was Vice President, Associate Portfolio Manager. In this role, he was an integral member of the team responsible for investing a multi-billion-dollar portfolio in US REITs. Mr. Trencher specialized in office, life science, healthcare, and industrial REITs. • From 2005 to 2008, Mr. Trencher was employed at Goldman Sachs (NYSE: GS) where he was an Analyst in the Corporate Real Estate Group. • Mr. Trencher received his Bachelor of Arts degree in Economics from New York University. | | Age: 68 Officer Since: 2014 Race/Ethnicity: Caucasian | A. ROBERT PARATTE Executive Vice President, Chief Leasing Officer | | | • Mr. Paratte was appointed Executive Vice President, Chief Leasing Officer in February 2023. Mr. Paratte served from January 2014 until February 2023 as Executive Vice President, Head of Leasing and Business Development. Mr. Paratte is responsible for the Company’s leasing and business development activities across all regions in which the Company operates. Across a two-decade plus career in commercial real estate, Mr. Paratte has held leadership roles in a variety of disciplines, including leasing, property acquisitions, development, and property management. • Mr. Paratte joined the Company after seven years at Tishman Speyer where he was managing director for global leasing and business development from April 2007 to December 2013. • Prior to Tishman Speyer, Mr. Paratte was a partner at San Francisco-based William Wilson and Associates. • Mr. Paratte is a licensed California Real Estate Broker and a member of the Urban Land Institute. • Mr. Paratte holds a Bachelor of Science degree in Environmental Planning from the University of California, Davis and an MBA from the University of San Francisco. |

  70. Audit Committee

    | Age: 52 Officer Since: 2001 Race/Ethnicity: Caucasian | HEIDI ROTH Executive Vice President, Chief Administrative Officer and Secretary | | | • Ms. Roth was appointed Executive Vice President, Chief Administrative Officer in February 2019 and she was appointed Secretary effective March 2023. Ms. Roth has been with the Company since 1997 and most recently held the role of Executive Vice President and Chief Accounting Officer following her appointment as Senior Vice President and Controller in July 2005. Prior to such time, Ms. Roth held various other positions with the Company, including serving as the Company’s Vice President, Internal Reporting and Strategic Planning. • Prior to joining the Company, Ms. Roth was a CPA with Ernst & Young in Los Angeles. She is a Certified Public Accountant (inactive) and a member of the AICPA. • Ms. Roth currently serves as Chair of the Board of Directors and Chair of the Audit Committee of the Board of Directors of Crystal Stairs, Inc., a nonprofit child development organization and is an emeritus member of the National Association of Real Estate Investment Trust’s Best Financial Practices Council. • Ms. Roth received her Bachelor of Science degree in Accounting from the University of Southern California. | | Age: 55 Officer Since: 2017 Race/Ethnicity: Caucasian | JOHN OSMOND Executive Vice President, Head of Asset Management | | | • Mr. Osmond was appointed Executive Vice President in February 2022 after serving as Senior Vice President, Head of Asset Management since March 2019 and Senior Vice President, Asset Management in the San Francisco region since 2017. Mr. Osmond is responsible for the company’s asset management and operations of the office, retail, and life science portfolios. • Prior to joining the Company, Mr. Osmond held leadership positions at Broadreach Capital Partners, Ellis Partners, Equity Office Properties, and Spieker Properties and has managed office, industrial, residential, retail, and life science product throughout the Western United States. • In addition to asset management, Mr. Osmond has over two decades of experience in the disciplines of leasing, acquisitions, dispositions, and development. • Mr. Osmond received a Bachelor of Science degree in Business Administration, with an emphasis in Real Estate Management, from California State University East Bay. • Mr. Osmond is a member of Urban Land Institute and NAIOP. |

  71. INTRODUCTION

    INTRODUCTION This CD&A describes the material elements of our executive compensation program, the compensation decisions made under the program, and the factors considered in making those decisions for the NEOs listed below for 2023. Ms. Aman, our CEO, is not an NEO for 2023 because she did not commence employment with the Company until January 2024.

  72. INTRODUCTION

    | Name | Title | | John Kilroy | Former Chief Executive Officer; Chair of the Board* | | Justin Smart | President* | | Eliott Trencher | Executive Vice President, Chief Financial Officer and Chief Investment Officer* | | A. Robert Paratte | Executive Vice President, Chief Leasing Officer* | | Heidi Roth | Executive Vice President, Chief Administrative Officer and Secretary | | Tyler Rose | Former President and Secretary* |

  73. INTRODUCTION

    | * Mr. Kilroy retired as CEO of the Company on January 21, 2024. Mr. Rose separated from employment on March 1, 2023. Mr. Smart assumed the role of President of the Company on Mr. Rose’s separation, having previously served the Company as its President, Development and Construction Services. Mr. Trencher’s service as Chief Financial Officer was in an interim capacity until February 1, 2023. Mr. Paratte served as Executive Vice President, Head of Leasing and Business Development until his appointment on February 1, 2023 as Executive Vice President, Chief Leasing Officer. |

  74. INTRODUCTION

    Our Business We are a self-administered REIT that is active in premier markets on the West Coast of the United States and in Austin, Texas. With more than 70 years of history, we have built deep experience in the regions we operate in through multiple macroeconomic and real estate cycles. In 1997, we became a publicly traded REIT and in 2013, we were added to the S&P MidCap 400 Index. We believe the following aspects of our business make us one of the leading office and life science REITs in the United States:

  75. INTRODUCTION

    | • | A fully integrated real estate platform. Our core management capabilities encompass all aspects of real estate, including the leasing, asset management, property management, construction management and the acquisition, financing, development, redevelopment, and disposition of office, life science, and mixed-use projects. |

  76. INTRODUCTION

    | • | Strong development experience. We maintain an active, multi-year development program that focuses on economically dynamic locations where anticipated long-term demand is strong, supply is limited, and barriers to entry are high. |

  77. INTRODUCTION

    | • | A leader in sustainability. We are an advocate of sustainability practices and are an industry leader in LEED-certified design, development, and property operations. As discussed under “Corporate Social Responsibility and Sustainability — Commitment to Sustainability” above, we are proud to have achieved carbon-neutral operations across our portfolio since 2020. We achieved this commitment in December 2020 and have maintained carbon-neutral operations since that time. |

  78. INTRODUCTION

    | • | An innovator in work spaces. We strive to be a leader in rethinking and reshaping the physical work environment, which we believe is necessary to meet the evolving needs of the fast-paced and knowledge-driven businesses that choose to locate in our markets. |

  79. INTRODUCTION

    | KILROY REALTY | PROXY STATEMENT | 47 |

  80. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2023 VOTE

    EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2023 VOTE The Compensation Committee values input from the Company’s stockholders. In 2023, we reached out to the holders of more than 75% of our shares of common stock and requested meetings to solicit their input on a variety of topics, including market conditions, executive compensation, corporate strategy, and corporate governance practices. We met with each of the stockholders who accepted such request, which included holders of more than 60% of our shares of common stock. Our Lead Independent Director and Chair of the Compensation Committee personally led all of these meetings. The Compensation Committee recognizes that the results of the 2023 Say-On-Pay vote demonstrated that some stockholders had certain specific concerns about the compensation provided to our NEOs. The feedback we received was generally that stockholders supported our performance-based executive compensation program, but that most who had voted against our 2023 Say-On-Pay vote and our 2022 Say-On-Pay vote had done so because of the severance arrangements in place under Mr. Kilroy’s employment agreement and the severance arrangements that had been in place with our former Executive Vice President and Chief Operating Officer, Jeffrey Hawken. The following chart summarizes the feedback we received and the actions taken in response to that feedback.

  81. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2023 VOTE

    | Feedback | Actions Taken | | Point #1. Certain stockholders expressed concern with Mr. Kilroy’s compensation levels and the level of severance benefits provided in the employment agreement entered into with Mr. Kilroy in 2018, which has been disclosed in our Proxy Statement every year since. However, stockholders generally understood that: • we had no unilateral right to take the benefits away from Mr. Kilroy; and • it is not realistic to think that a lesser level of benefits for Mr. Kilroy could have been negotiated while his contract was in effect (at least, not without providing replacement benefits that would have a similar value, thus resulting in no meaningful net gain for the Company and our stockholders; further, the full severance benefits for Mr. Kilroy might never have been, and indeed were not, triggered). | • Peer Group Data and Compensation Consultant Advice. Last year, the Compensation Committee affirmed that it would obtain input from its independent compensation consultant in structuring any severance arrangements in a new CEO’s employment agreement and that it would structure any such severance arrangements based on the practices of our peer group of companies. In structuring Ms. Aman’s employment and compensation terms, the Compensation Committee considered peer group data and obtained input from Korn Ferry. • Right-Sized CEO Compensation Levels. Ms. Aman’s annual compensation levels reflect appropriate peer group data and are significantly lower than the compensation arrangements that had been in place for Mr. Kilroy while he was CEO. Specifically, Ms. Aman’s 2024 base salary is $800,000 and her 2024 target annual incentive is $1,400,000, while Mr. Kilroy’s 2023 base salary was $1,225,000 and his 2023 target annual incentive was $3,000,000. While the grant date value of Mr. Kilroy’s 2023 annual equity award was $7,000,000 (as discussed below) and Mr. Kilroy had the right to minimum annual equity awards under his employment agreement, Ms. Aman’s employment agreement provides that she was entitled to an initial equity award (with a grant date value of $4,000,000) and an annual equity award (with a value of at least $3,500,000) for only her first two years of employment (2024 and 2025). The Compensation Committee will have full discretion to determine her annual equity awards after 2025. Ms. Aman’s employment agreement is discussed further in the “Employment Agreement with Angela M. Aman” section below. • Right-Sized CEO Severance Levels. Severance benefits for Ms. Aman have also been reduced significantly from those provided to Mr. Kilroy based on peer group data. As outlined in the “Estimated Severance and Change in Control Benefits” discussion below, had Mr. Kilroy’s employment terminated due to his retirement on December 31, 2023, his total retirement benefits (as quantified in that section) would have been $55,142,170 and, had his employment been terminated without cause or had he terminated employment for good reason on December 31, 2023, his total severance benefits (as quantified in that section) would have been $75,592,170. |

  82. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2023 VOTE

    | Feedback | Actions Taken | | | Should Ms. Aman’s employment be terminated without cause, or should she resign for good reason, her severance benefits would be approximately $4,400,000 ($6,600,000 if the termination occurred in connection with a change in control of the Company), plus a pro-rated bonus for the year of termination, plus reimbursement of premiums to continue healthcare coverage under COBRA for 18 months. Ms. Aman would be entitled to accelerated vesting of her initial equity award in these circumstances, but not any annual or other equity awards she may have received (unless the termination occurred in connection with a change in control of the Company, in which case she would be entitled to accelerated vesting of all equity awards in connection with such a severance event). • Transition Agreement with John Kilroy; Required Retirement Benefits but No Severance For a Termination Without Cause. As discussed in the “Transition Agreement with John Kilroy” section below, we entered into a Transition Agreement with Mr. Kilroy in connection with his retirement. Pursuant to the Transition Agreement, Mr. Kilroy delayed his retirement to January 21, 2024 and agreed to provide certain additional transition support during 2024. The Board and Compensation Committee concluded (with input from its independent compensation consultant) that the terms of the Transition Agreement were reasonable, and in the best interests of our stockholders, to help ensure a smooth transition of leadership. Mr. Kilroy is entitled to certain payments under the Transition Agreement for services he is providing in 2024 (in addition to the retirement benefits provided for in his employment agreement), but no bonus or new equity awards for 2024. The payments include $172,000 in salary for January 2024, compensation as a non-employee director beginning in February 2024 while he serves on the Board, and certain monthly consulting fees while he provides consulting advice to the company during 2024 (ranging from $80,000 to $92,000 monthly beginning with February 2024, with a potential $15,000 increase if Mr. Kilroy waives certain administrative support). While stockholders had expressed concern regarding the retirement and severance benefits for Mr. Kilroy, the Company had no unilateral right to take the retirement benefits away from Mr. Kilroy and it was not realistic to think that a lesser level of retirement benefits for Mr. Kilroy could be negotiated (at least, not without providing replacement benefits that would have a similar value, thus resulting in no meaningful net gain for the Company and our stockholders). The Company did avoid paying the higher level of severance benefits to Mr. Kilroy, as Mr. Kilroy did not receive severance for a termination without cause. | | Point #2. Certain stockholders continued to express concern with the level of severance benefits provided to our former Chief Operating Officer, Jeffrey Hawken, in connection with his July 2020 separation from the Company. However, stockholders generally understood that (other than confirming that we would not enter into any new arrangements that would require us to extend or renew an employment agreement on the same (or better) terms for the executive or else severance would be triggered under the | • Commitment to Not Include Such a Provision in New Employment Agreements. The Compensation Committee re-affirmed that the legacy provision at issue in Mr. Hawken’s prior employment agreement (requiring the Company to extend or renew the agreement on the same (or better) terms for the executive or else severance would be triggered under the agreement) is not included in any other current employment agreements with the Company and would not be included in any new Company employment agreements in the future. • New Employment Agreements Have Not Included Such a Provision. In March 2023, we entered into an employment agreement with Mr. Trencher and Mr. Trencher’s new employment agreement does not include such a provision. Further, Ms. Aman’s employment agreement does not include such a provision. |

  83. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2023 VOTE

    | Feedback | Actions Taken | | agreement) there was nothing further we could do to address the situation in that: • these were legacy provisions in Mr. Hawken’s prior employment agreement; • the severance benefits would have been triggered even earlier had we failed to extend the term of Mr. Hawken’s employment agreement upon substantially the same (or better) compensation and other terms for Mr. Hawken; • we had no unilateral right to take the benefits away from Mr. Hawken; and • it was not realistic to think that a lesser level of benefits for Mr. Hawken could have been negotiated in the circumstances (at least, not without providing replacement benefits that would have had similar value, thus resulting in no meaningful net gain for the Company and our stockholders). | | | Point #3. A desire for more objectivity and simplicity in our short-term incentives. | As discussed in more detail below, our 2024 short-term incentive program has been further streamlined to simplify the program, and includes additional objective weightings of goals. | | Point #4. General support for our performance-based executive compensation program. | The Compensation Committee adopted a substantially similar performance-based executive compensation program for each of 2023 and 2024. |

  84. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | To align executive compensation with the Company’s corporate strategies, business objectives, and the creation of sustainable long-term value for our stockholders without encouraging unnecessary or excessive risk-taking; |

  85. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | To provide an incentive to achieve key strategic and financial performance measures by linking annual cash incentive award opportunities and a substantial portion of long-term incentive award opportunities to the achievement of corporate and operational performance objectives; |

  86. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | To set total compensation to be competitive with companies in our peer group, taking into account our active portfolio management strategy and the skill set required to implement that strategy; |

  87. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | To provide a majority of target total direct compensation for the NEOs in the form of long-term incentive equity awards; and |

  88. WHAT WE PAY AND WHY: EXECUTIVE COMPENSATION ELEMENTS

    | Compensation Element | Primary Objective | | Key Features | | Page Reference | | Base Salary | • | To provide a regular source of income so employees can focus on day-to-day responsibilities. | • | Competitive pay, considering job scope, position, knowledge, tenure, skills, and experience. Base salary is a relatively small portion of each NEO’s overall compensation opportunity, as we believe that the majority of each executive’s compensation opportunity should be directly tied to financial and operational performance and/or total shareholder returns. | Page 55 | | | • | To recognize ongoing performance of job responsibilities. | | | | | Short-Term Incentives (Annual Cash Bonuses) | • | To motivate and reward for achievement of annual financial and operational goals and other strategic objectives measured over the year. | • | Final payouts are awarded to our NEOs based on specific performance metrics and qualitative goals, with weightings assigned to each measurement category that are established at the beginning of each year based on the Company’s business plan. Each NEO can earn between 0% and 150% of their target cash incentive based on the Company’s performance against the pre-established goals. | Page 55 | | Long-Term Incentives (Annual Equity Awards) | • | To emphasize long-term performance objectives. | • | For 2023, three-fourths of our NEOs’ annual long-term incentive award was subject to performance-based vesting requirements over a three-year period. The award would be forfeited if a minimum FFO per share threshold for 2023 was not achieved (without the opportunity to vest in any future year) and, if the FFO goal was achieved, 50% of the award was subject to vesting based on relative TSR performance over the entire three-year vesting period and 50% of the award was subject to vesting based on the average ratio of net debt to EBITDA performance over the entire three-year vesting period. | Page 59 | | | • | To encourage creation of equity value and further align the interests of our NEOs with stockholder interests. | | | | | | • | To retain key executives through the performance and vesting periods. | | | |

  89. DESIGN FEATURES OF THE 2023 EXECUTIVE COMPENSATION PROGRAM

    | (4) As used in this Proxy Statement, “target TDC” means the executive’s base salary, target annual cash incentive, and grant date fair value (based on the value approved by the Compensation Committee and used to determine the number of shares subject to the award) of annual long-term incentive awards granted to the executive in 2023. In this Proxy Statement, when presenting the average target TDC for our other NEOs (NEOs other than Mr. Kilroy), and in presenting the average portion of the other NEOs’ target TDC that is at risk, performance-based or in the form of long-term incentives, Mr. Rose has been excluded because his employment with the Company ended during 2023. |

  90. DESIGN FEATURES OF THE 2023 EXECUTIVE COMPENSATION PROGRAM

    | • | Annual Short-Term Incentives Based on Performance Measurement Framework. Annual short-term incentives (annual cash bonuses) are “at risk” because the amount awarded could range from 0% to 150% of the NEO’s target short-term incentive depending on Company performance. The Compensation Committee determined the 2023 annual short-term incentives for our NEOs based on a rigorous performance measurement framework, assessing the Company’s actual performance against pre-established financial and operational goals (including ESG goals). We also applied specific weightings for each Company performance category to reduce the degree of qualitative judgment applied in determining final payouts. Based on the Company’s performance (as reflected on pages 50-52), the Compensation Committee determined that the final 2023 short-term incentives for our NEOs who received payments under this program would be 125% of target payout levels. See “Short-Term Incentives — Decisions for 2023; 2023 Key Operating and Financial Goal Setting and Performance” on pages 56-59 for more information about how the goals are set and the Company’s performance. |

  91. DESIGN FEATURES OF THE 2023 EXECUTIVE COMPENSATION PROGRAM

    | • | Majority of Target TDC is in the Form of Long-Term Incentives. The most significant component of each NEO’s total compensation opportunity is in the form of equity-based long-term incentives that vest over a three-year period. In 2023, approximately 62% of Mr. Kilroy’s (and approximately 57% of our other NEOs’) target TDC was in the form of equity-based long-term incentives. We believe equity compensation helps to align the interests of our NEOs with those of our stockholders. Annual long-term equity awards are “at risk” because the final award value depends on our relative total shareholder return and continued service over the three-year vesting period. In addition, three-fourths of our NEOs’ 2023 annual equity awards are subject to performance-based vesting. Shares available to be earned were contingent on achievement of a threshold level of FFO per share for 2023. If that goal was achieved, vesting levels will be determined based on (i) our TSR compared to other office-focused REITs over a three-year period (for 50% of the performance-based awards) and (ii) our average annual ratio of net debt to EBITDA over that period (for the remaining 50% of the performance-based awards). |

  92. DESIGN FEATURES OF THE 2023 EXECUTIVE COMPENSATION PROGRAM

    | • | Target TDC Set Taking into Account Market Pay Levels and Payouts are Linked to Performance. The Compensation Committee did not set 2023 target TDC levels at any specific percentile against our peer group. Rather, the Compensation Committee considered peer group compensation data for 2022 to inform its decision-making process for 2023. In setting the 2023 compensation levels, the Compensation Committee also considered the following factors: |

  93. DESIGN FEATURES OF THE 2023 EXECUTIVE COMPENSATION PROGRAM

    | — | Active Portfolio Management Strategy in Highly Competitive Markets. Our business model requires an active portfolio management strategy (see “2023 Company Performance” beginning on page 50 for a summary of our 2023 activities). We believe implementing this strategy requires a broader skill set than those of executives who focus primarily on managing cash flows of a more static investment portfolio. |

  94. DESIGN FEATURES OF THE 2023 EXECUTIVE COMPENSATION PROGRAM

    | — | Majority of NEO Target TDC is Subject to Forfeiture and Linked to Performance. As noted above, the payout of our short-term incentives and vesting of performance-based equity awards depends on our actual performance and may be forfeited if threshold goals are not achieved. |

  95. 2023 NAMED EXECUTIVE OFFICER COMPENSATION

    | • | Base salary, target short-term incentive, and long-term incentive grant levels for comparable positions at companies in our peer group; |

  96. 2023 NAMED EXECUTIVE OFFICER COMPENSATION

    | • | The NEO’s employment agreement (if any); and |

  97. General Description

    General Description Our short-term incentives (annual cash bonuses) are based on the annual performance of our Company. During the first quarter of the year, the Compensation Committee approves a performance measurement framework for that year and establishes a target short-term incentive amount for each NEO. This process typically begins prior to year-end, takes place over several months, and involves an on-going dialogue between the Chair of the Compensation Committee and our management team regarding the plan and outlook for the year. In establishing the performance measurement framework, the Compensation Committee considers the Company’s business plan for the year, the Company’s bonus goals and actual performance for the completed year, feedback received from stockholders, and the discussions between the Chair of the Compensation Committee and our management team regarding the plan and outlook for the year. The Compensation Committee also receives input from management regarding the Company’s business plan and the business environment generally and from its independent compensation consultant. The independent compensation consultant is involved throughout the process in advising the Compensation Committee on the general structure of the program, as well as the specific metrics and goals under consideration. The Compensation Committee selects the performance categories, metrics, and goals that it believes will accurately assess the annual performance of the Company and its strategic goals. The Compensation Committee assigns a weight to each of the performance categories. That weighting further reduces the degree of qualitative judgment applied in determining final payouts. Following the performance year, the Compensation Committee compares the Company’s actual performance results to the pre-established goals. The Compensation Committee then rates the Company’s performance in each category based on actual operating results against the goals in that category as follows:

  98. General Description

    The Compensation Committee then applies the weighting for each performance category to determine the Company’s overall achievement and potential bonus payout percentages. The Compensation Committee’s determination on the actual short-term incentive amount paid for each NEO is based on a holistic assessment of results achieved and the business environment for the year (which may take into account the Company’s TSR for the year), and individual awards may vary based on the Compensation Committee’s assessment of each NEO’s contributions and achievements. The Compensation Committee engages in discussions with management regarding the Company’s business plan for the year, the goals that had been established for the performance measurement framework, actual performance results for the year and the general business environment for the year. The Compensation Committee also receives input from its independent compensation consultant regarding these matters and our CEO provides the Compensation Committee with input regarding the performance of the NEOs (other than the CEO’s performance). The maximum amount that may be awarded to an NEO is 150% of the NEO’s target short-term incentive amount. Since our business strategy requires us to actively manage our portfolio, the Compensation Committee believes that a rigid short-term incentive formula could undermine opportunistic decisions that have a negative impact on short-term gains but create long-term stockholder value (e.g., midyear changes in our strategy or portfolio due to a shift in market conditions or unanticipated opportunities can significantly alter specific objective goals that are set early in the year). The Compensation Committee believes its approach in determining each NEO’s short-term incentive payout reflects an appropriate balance between applying objective criteria and preserving flexibility to keep each NEO focused on strategic decisions that are in the best long-term interests of our stockholders.

  99. Decisions for 2023; 2023 Key Operating and Financial Goal Setting and Performance

    Decisions for 2023; 2023 Key Operating and Financial Goal Setting and Performance The Compensation Committee determined that the NEOs’ 2023 target short-term incentive amounts (as a percentage of base salary) would remain at the same level as in effect for 2022 (other than for Mr. Smart, as noted below). The 2023 target short-term incentive amount for each of our NEOs was as follows: $3,000,000 for Mr. Kilroy, $900,000 for Mr. Smart, $500,000 for Mr. Trencher, $550,000 for Mr. Paratte, and $525,000 for Ms. Roth. Mr. Smart’s 2023 target short-term incentive amount was increased from $550,000 (the amount in effect for 2022) in connection with his promotion to President and based on the Compensation Committee’s assessment of the factors noted on pages 53-54 and, in particular, its assessment of the target incentive opportunities for executives holding similar positions at our peer group of companies. The 2023 target short-term incentive level for Mr. Kilroy was the minimum target amount required pursuant to his employment agreement. Mr. Rose was not eligible for a short-term incentive for 2023 as he separated from employment with us on March 1, 2023. In developing the performance measurement framework and goals for 2023, the Compensation Committee selected performance measures that it considers to be common measures of REIT performance and the Company prepared a bottoms-up, property-by-property budget that incorporated property specific assumptions for the Company’s stabilized portfolio. The Company then integrated those assumptions with the Company’s development and funding strategies, against a backdrop of existing real estate conditions. As a result, the Company created financial and operational goals that were directly tied to the Company’s existing portfolio and the broader business objectives for 2023. The Compensation Committee then reviewed and approved the Company’s proposed 2023 financial and operational goals for inclusion in the performance measurement framework, each as described below. Historically, goals have generally been set at levels that were higher than the performance levels achieved in the prior year. However, since the composition of the Company’s portfolio changes from year to year (for example, the Company sold no properties in 2023 as compared to $1.1 billion in 2021), the performance level in the prior year may not accurately reflect the difficulty of achieving the specified level of performance in the current year (for example, because of occupancy levels, scheduled lease expirations, capital expenditure budgets, development activity, product mix, or disposition timing). In these cases, the Compensation Committee may set performance goals at levels that are the same or lower than the performance results achieved in the prior year but at levels that, after considering the composition of the Company’s portfolio at the start of each year, the Compensation Committee believes are comparatively as, or more, rigorous. Specifically, the goals established for 2023 took into account the potential impact of five large tenant move-outs that were known or suspected at the time the Compensation Committee set the goals. Furthermore, significant uncertainties regarding the full, extended impact of the COVID-19 pandemic on the commercial real estate market continued to exist at the time the Compensation Committee set the 2023 performance goals. The Compensation Committee established goals that it believed, when setting the goals, were challenging.

  100. 2023 Performance Measurement Framework

    As a result, the short-term incentive amounts paid to the NEOs (other than Mr. Rose) for 2023 were 125% of target payout levels. The Compensation Committee determined that each of the NEOs made significant contributions to the Company in 2023 and did not make any adjustments to the NEOs’ 2023 annual incentives based on individual performance relative to the team as a whole. The 2023 actual short-term incentive amount for each of our NEOs (each, 125% of the NEO’s target annual incentive amount) was as follows: $3,750,000 for Mr. Kilroy, $1,125,000 for Mr. Smart, $625,000 for Mr. Trencher, $687,500 for Mr. Paratte, and $656,250 for Ms. Roth. Long-Term Incentives

  101. General Description

    General Description We grant annual long-term incentives to our NEOs in the form of RSUs that vest over a three-year period. A portion of the RSUs awarded to certain members of our senior management team, including our Executive Vice Presidents and more senior officers, include performance-based vesting requirements. Each RSU represents and is paid in one share of our common stock, subject to the satisfaction of applicable vesting conditions, which further aligns our NEOs’ interests with those of our stockholders. The NEOs do not have the right to vote or (with limited exceptions such as in connection with death or by court order in connection with a divorce) dispose of any RSUs prior to the time the shares are actually issued. Each RSU is granted in tandem with a corresponding dividend equivalent right that entitles the NEO to be credited with additional RSUs upon the Company’s payment of dividends to stockholders if the dividend equivalent right is or was outstanding on the record date. Any such additional RSUs credited in respect of dividend equivalent rights are subject to the same vesting terms as the underlying RSUs and vest (if at all) together with the underlying RSU to which they relate. In addition to annual equity awards, we occasionally make grants of equity awards at other times at the discretion of the Compensation Committee, such as in recognition of service to the Company, in connection with the negotiation of an employment agreement or the hiring or promoting of employees.

  102. Decisions for 2023

    | • | Three-fourths of our NEOs’ total annual equity award are RSUs subject to performance-based vesting requirements (“performance-based RSUs”). The performance-based RSUs cliff vest, if and to the extent the performance goals are achieved, in one lump sum after the end of the three-year vesting period. Based on its assessment of business levels and opportunities at the time of grant of the awards, the Compensation Committee set the 2023 operational goal (i.e., the FFO Per Share metric) for the performance-based RSUs above the goal used for the prior year. |

  103. Decisions for 2023

    | • | One-quarter of each NEO’s annual equity award are RSUs subject to a time-based vesting schedule (“time-based RSUs”). The time-based RSUs vest ratably in annual installments over a three-year vesting period and payouts are subject to continued service through the applicable vesting date. |

  104. Decisions for 2023

    The Compensation Committee believed that a significant portion of each NEO’s total 2023 annual equity award should be subject to performance-based vesting requirements to accomplish the following objectives:

  105. Decisions for 2023

    | • | Require sustained longer-term performance of the Company’s share price by including a relative TSR modifier that measures the Company’s performance against other office REIT competitors in a custom peer group informed by the Bloomberg REIT Office Property Index over the entire three-year vesting period (i.e., the TSR Percentile Ranking metric, which applies to the other 50% of the performance-based awards); and |

  106. Decisions for 2023

    | • | Create an additional retention incentive, as vesting is contingent on each NEO’s continued service through the end of the three-year vesting period. |

  107. 2023 Annual Equity Award Values

    2023 Annual Equity Award Values In February 2023, the Compensation Committee granted each NEO (other than Mr. Rose) a number of time-based RSUs and a “target” number of performance-based RSUs, each expressed as a dollar value that was then converted into a number of RSUs based on our stock price on the date of grant. These dollar values are set forth in the chart below. The Compensation Committee determined that the aggregate dollar value for each NEO’s 2023 annual equity award was appropriate based on its consideration of the factors listed on page 53-54. Mr. Rose was not considered for an annual equity award for 2023 because, at the time of grant of the awards, it was known that he would be separating from employment with the Company.

  108. 2023 Annual Equity Award Values

    | Named Executive | Time-Based RSUs(1) (25%) | Target Performance- Based RSUs(1) (75%) | Total Equity Award | | John Kilroy | $1,750,000 | $5,250,000 | $7,000,000 | | Justin Smart | $687,500 | $2,062,500 | $2,750,000 | | Eliott Trencher | $300,000 | $900,000 | $1,200,000 | | A. Robert Paratte | $425,000 | $1,275,000 | $1,700,000 | | Heidi Roth | $250,000 | $750,000 | $1,000,000 | | (1) These amounts are the values approved by the Compensation Committee in February 2023 and converted into the corresponding number of RSUs (the number of RSUs at the “target” level of performance in the case of the performance-based RSUs) based on the closing price of the Company’s common stock on the date of grant of the awards and rounded up to the nearest whole share. For the accounting fair value of these awards as reflected in the Summary Compensation Table, please refer to footnote (1) to the Summary Compensation Table. | | | |

  109. 2023 Performance-Based RSUs

    2023 Performance-Based RSUs The 2023 performance-based RSUs vest when the Compensation Committee determines if, and to the extent, the performance vesting conditions have been achieved by the Company. Such determination will be made by the Compensation Committee during January or February 2026. The total number of 2023 performance-based RSUs that ultimately vest will be determined as follows:

  110. 2023 Performance-Based RSUs

    | 1. | The target number of performance-based RSUs granted to each NEO is first multiplied by an FFO Per Share modifier that ranges from 0% to 150% (and 0% to 175% in the case of Mr. Kilroy). This modifier is determined by the Company’s FFO Per Share for 2023 as shown in the table below (the number of RSUs resulting from this calculation is referred to as the “Banked Shares” subject to the award). |

  111. 2023 Performance-Based RSUs

    | 60 | PROXY STATEMENT | KILROY REALTY |

  112. 2023 Performance-Based RSUs

    | FFO Per Share (for 2023)* | FFO Per Share Modifier* (for NEOs except Mr. Kilroy) | FFO Per Share Modifier* (for Mr. Kilroy) | | $4.65 or greater | 150% | 175% | | $4.50 to $4.55 | 100% | 100% | | $4.40 | 50% | 25% | | Less than $4.40 | 0% (complete forfeiture) | 0% (complete forfeiture) | | * Determined on a pro-rata basis between points | | |

  113. 2023 Performance-Based RSUs

    The Banked Shares subject to the award are then eligible to vest as follows:

  114. 2023 Performance-Based RSUs

    | 2. | 50% of the Banked Shares are multiplied by a TSR Percentile Ranking modifier that ranges from 50% to 150% (and from 25% to 175% for Mr. Kilroy). This modifier is determined as shown in the table below based on the percentile ranking of the Company’s TSR for the three-year performance period (2023-2025) among the TSRs for the comparison group of companies. The companies included in the relative TSR comparison group for these awards are identified in the “Description of Plan-Based Awards – Performance-Based RSUs” section below. |

  115. 2023 Performance-Based RSUs

    | TSR Percentile Ranking* (2023-2025) — 50.0% Weight | TSR Modifier* (for NEOs except Mr. Kilroy) | TSR Modifier* (for Mr. Kilroy) | | 80th percentile or greater | 150% | 175% | | 50th percentile | 100% | 100% | | 20th percentile or lower | 50% | 25% | | * Determined on a pro-rata basis between points | | |

  116. 2023 Performance-Based RSUs

    For example, if the TSR Percentile Ranking is at the 50th percentile, then there is no modification up or down to the Banked Shares allocated to this metric. If the TSR Percentile Ranking is below the 50th percentile, then the Banked Shares allocated to this metric may be reduced by up to 75% for Mr. Kilroy’s award and by up to 50% for our other NEOs’ awards. If the TSR Percentile Ranking is greater than the 50th percentile, then the Banked Shares allocated to this metric may be increased by up to 75% for Mr. Kilroy’s award and by up to 50% for our other NEOs’ awards.

  117. 2023 Performance-Based RSUs

    | 3. | 50% of the Banked Shares are multiplied by an Average Net Debt to EBITDA Ratio modifier that ranges from 50% to 150% (and from 25% to 175% for Mr. Kilroy). This modifier is determined as shown in the table below based on the Company’s Average Net Debt to EBITDA Ratio for the three-year performance period (2023-2025) calculated in the manner described in the “Description of Plan-Based Awards – Performance-Based RSUs” section below. |

  118. 2023 Performance-Based RSUs

    | Average Net Debt to EBITDA Ratio* (2023-2025) — 50.0% Weight | Average Net Debt to EBITDA Ratio Modifier* (for NEOs except Mr. Kilroy) | Average Net Debt to EBITDA Ratio Modifier* (for Mr. Kilroy) | | 6.90x or less | 150% | 175% | | 7.40x | 100% | 100% | | 7.90x or higher | 50% | 25% | | * Determined on a pro-rata basis between points | | |

  119. 2023 Performance-Based RSUs

    The FFO Per Share measure applies to the 2023 results only. This measure was selected as a performance metric because it is a financial measure commonly used by analysts and investors to evaluate a REIT’s operating and financial performance and overall management of its portfolio. If the threshold level of FFO Per Share shown above is not achieved, the entire award is forfeited with no opportunity to vest in a future year.

  120. 2023 Performance-Based RSUs

    | KILROY REALTY | PROXY STATEMENT | 61 |

  121. 2023 Performance-Based RSUs

    The TSR Percentile Ranking over the three-year performance period modifier was included to further align executives’ interests and potential rewards with total shareholder returns on a relative basis over a longer-term performance period. The Average Net Debt to EBITDA Ratio modifier, again, over the three-year performance period, was included to align the Company’s growth plans with maintaining a conservative balance sheet. By including a key leverage metric, the Company is limited, without negatively impacting compensation, in its ability to incur significant additional debt to fund growth and earnings unless there is proportionate growth in earnings. The increased up-side and down-side leverage applied to the TSR modifier and the Average Net Debt to EBITDA Ratio modifier for the award to Mr. Kilroy reflected his responsibility for the overall performance of the Company. The FFO Per Share and Average Net Debt to EBITDA Ratio levels corresponding to the target level of performance (100% vesting) were set lower than the actual levels of performance attained in 2022 because of the potential impact of five large tenant move-outs that were known or suspected at the time the awards were granted. Taking those move-outs into account and at the time it established the goals, the Compensation Committee believed that the goals would remain appropriately challenging. Please see the discussion under “Named Executive Officer Compensation Tables — Description of Plan-Based Awards — Performance-Based RSUs” beginning on page 80 below for more information on determining FFO Per Share, TSR Percentile Ranking, Average Net Debt to EBITDA Ratio and related modifiers for purposes of these awards. The following chart illustrates the operation of the performance-based RSUs awarded in 2023 and discussed above:

  122. 2023 Performance-Based RSUs

    | 62 | PROXY STATEMENT | KILROY REALTY |

  123. 2023 FFO Performance Under 2023 Annual Equity Awards

    2023 FFO Performance Under 2023 Annual Equity Awards In February 2024, the Compensation Committee determined that the Company’s 2023 FFO Per Share, when adjusted in accordance with the 2023 RSU award agreement, was $4.74. Costs of $0.12 per share in 2023 related to Mr. Kilroy’s retirement were added back to reported FFO per share for purposes of this determination in accordance with the terms of the award agreements. As a result, 150% (175% for Mr. Kilroy) of the target number of performance-based RSUs awarded in 2023 to each NEO were Banked Shares and became eligible to vest, subject to (1) further adjustment as follows: (a) 50% of the Banked Shares will be adjusted (up or down) based on the Company’s relative TSR performance against other office REIT competitors included in the comparison group of companies over the entire three-year performance period and (b) 50% of the Banked Shares will be adjusted (up or down) based on the Company’s Average Net Debt to EBITDA Ratio over the three-year performance period, and (2) continued service through the remainder of the three-year performance period. However, in accordance with the applicable award terms, the performance measurement period for Mr. Kilroy’s performance-based RSUs awarded in 2023 ended in connection with his retirement in January 2024. In February 2024, the Compensation Committee determined, in accordance with the applicable award terms and based on performance for the short performance period ending in connection with Mr. Kilroy’s retirement, that Mr. Kilroy’s performance-based RSUs awarded in 2023 would vest at 295.3% of the target level.

  124. 2022 FFO Performance Under 2022 Annual Equity Awards

    2022 FFO Performance Under 2022 Annual Equity Awards In January 2022, the Compensation Committee awarded the NEOs RSUs that had a structure similar to the RSUs awarded in February 2023. The 2022 RSUs are described more fully in the Company’s proxy statement for the 2023 annual meeting of stockholders. In January 2023, the Compensation Committee determined that the Company’s 2022 FFO Per Share, when adjusted in accordance with the 2022 RSU award agreement, was $4.77. Added back to reported FFO per share for purposes of this determination and in accordance with the terms of the award agreements was $0.09 per share of unbudgeted costs incurred in 2022. As a result, 150% (175% for Mr. Kilroy) of the target number of performance-based RSUs awarded in 2022 to each NEO were Banked Shares and became eligible to vest, subject to (1) further adjustment as follows: (a) 50% of the Banked Shares will be adjusted (up or down) based on the Company’s relative TSR performance against other office REIT competitors included in the comparison group of companies over the entire three-year vesting period and (b) 50% of the Banked Shares will be adjusted (up or down) based on the Company’s Average Net Debt to EBITDA Ratio over the three-year performance period, and (2) continued service through the remainder of the three-year performance period. However, in accordance with the applicable award terms, the performance measurement period for Mr. Kilroy’s performance-based RSUs awarded in 2022 ended in connection with his retirement in January 2024. In February 2024, the Compensation Committee determined, in accordance with the applicable award terms and based on performance for the short performance period ending in connection with Mr. Kilroy’s retirement, that Mr. Kilroy’s performance-based RSUs awarded in 2023 would vest at 234.1% of the target level.

  125. 2023 Performance Under 2021 Annual Equity Awards

    2023 Performance Under 2021 Annual Equity Awards In January 2021, the Compensation Committee awarded the NEOs (other than Mr. Trencher) RSUs that had a structure similar to the RSUs awarded in February 2023. The 2021 RSUs are described more fully in the Company’s 2022 Proxy Statement. In January 2022, the Compensation Committee determined that the Company’s 2021 FFO Per Share, when adjusted in accordance with the 2021 RSU award agreement, was $4.23. Added back to reported FFO per share for purposes of this determination and in accordance with the terms of the award agreements was $0.34 per share of unbudgeted costs incurred in 2021, including $0.01 per share of unbudgeted compensation costs, $0.39 per share of unbudgeted financing costs related to the disposition of The Exchange on 16th, and $0.11 per share of other unbudgeted costs, which were all offset by $0.17 per share related to the unbudgeted impact of acquisitions in 2021.

  126. 2023 Performance Under 2021 Annual Equity Awards

    | KILROY REALTY | PROXY STATEMENT | 63 |

  127. 2023 Performance Under 2021 Annual Equity Awards

    As a result, the Compensation Committee made a final determination in February 2024 that 200% (and 262.5% in the case of Mr. Kilroy) of the target number of performance-based RSUs awarded in 2021 to each NEO (other than Mr. Trencher) vested. The Compensation Committee’s final determination was based on (a) 150% (175% for Mr. Kilroy) of the target number of 2021 performance-based RSUs awarded to each NEO being Banked Shares as a result of the Company’s 2021 FFO Per Share performance, (b) a 116.7% (and 125% in the case of Mr. Kilroy) adjustment with respect to 50% of the Banked Shares as a result of the Company’s relative TSR performance against other office REIT competitors included in the SNL US REIT Office Index at the time of grant of the award (other than KBS Real Estate Investment Trust II, Inc. because it ceased to be publicly-traded during the performance period) over the entire three-year performance period being at the 60th percentile, and (c) a 150% adjustment (and 175% adjustment in the case of Mr. Kilroy) with respect to 50% of the Banked Shares as a result of the Company’s Average Net Debt to EBITDA Ratio over the three-year performance period being 5.39x. As the SNL US REIT Office Index was discontinued during 2021, for purposes of these awards, the TSR performance of the SNL US REIT Office Index was based on the actual TSR of that index through the point that it was discontinued and, after the point it was discontinued, based on the weighted TSRs of the constituent companies that were included in that index at the time it was discontinued. Additional Compensation Elements

  128. Stock Award Deferral Program

    Stock Award Deferral Program We maintain a Stock Award Deferral Program under which our directors and certain of our management employees, including our NEOs, may elect to receive RSUs in lieu of restricted shares granted under the 2006 Plan in order to defer receipt of these shares (or may elect to defer payment of RSUs that would otherwise be made when the RSUs vest). Each RSU issued under the deferral program represents the right to receive one share of our common stock in the future, subject in each case to the vesting conditions provided in the restricted stock or RSU award. In addition, deferred RSUs carry with them the right to receive dividend equivalents that credit participants, upon our payment of dividends in respect of the shares underlying the participant’s RSUs, with additional RSUs equal to the value of the dividend paid in respect of such shares. Shares of stock underlying RSUs will be paid to the participant on the earliest to occur of a change in control, the participant’s “separation from service” with us, the participant’s death or disability, or a pre-determined date, if specified by the participant. By electing to receive deferred RSUs, participants are generally able to defer income taxes on these awards, which we believe helps us to attract, retain, and incentivize top talent without significant additional cost to the Company. Since RSUs are paid in our common stock and the deferral of payment of RSUs under the program may result in participants holding RSUs for a longer period, we believe the Stock Award Deferral Program enhances the alignment between management and stockholder interests.

  129. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We have entered into employment agreements with each of our NEOs (other than Mr. Paratte) that include certain severance benefits. Our equity awards also provide for continued or accelerated vesting in connection with certain terminations of the award holder’s employment or a change in control. We believe that these provisions help to ensure the day-to-day stability and focus of our management team. The Compensation Committee evaluates the level of severance benefits to provide our NEOs on a case-by-case basis, and in general, we consider these severance protections an important part of an executive’s compensation and consistent with competitive practices as of the date they were entered into. We do not provide our NEOs with any “single trigger” severance or equity award acceleration arrangements, meaning that severance benefits and accelerated vesting of equity awards are not triggered simply because a change in control transaction occurs. Instead, time-based RSU awards granted to our NEOs generally vest in connection with a change in control transaction only if the award is to be terminated (and will not be continued, substituted for, or assumed) in connection with the transaction. In the case of the performance-based RSUs granted to our NEOs, the RSUs will vest based on the Company’s performance through the transaction. The time-based RSUs granted to our NEOs also generally vest, and any severance benefits for our NEOs are generally triggered, upon a termination of the NEO’s employment by the Company without “cause,” by the NEO for “good reason,” or, in certain cases, due to the retirement, death, or disability of the NEO. For a description of the material terms of these arrangements, see “Named Executive Officer Compensation Tables — Employment Agreements — Salary and Short-Term Incentive (Annual Cash Bonus) Amounts,” “Named Executive Officer Compensation Tables — Grants of Plan-Based Awards — 2023,” “Named Executive Officer Compensation Tables — Description of Plan-Based Awards” and “Named Executive Officer Compensation Tables — Potential Payments Upon Termination or Change in Control” below. Employment Agreement with Angela M. Aman On December 6, 2023, the Board appointed Angela Aman to serve as CEO of the Company effective as of January 22, 2024 (the “Succession Date”). In connection with her appointment as CEO, the Company, the Operating Partnership and Ms. Aman entered into an Employment Agreement (the “Aman Employment Agreement”) that provides for Ms. Aman’s employment with the Operating Partnership and to serve in the position of CEO of the Company beginning on the Succession Date. The terms of the Aman Employment Agreement were negotiated with Ms. Aman and include the following compensation and benefits for her while she serves in these positions:

  130. Severance and Change in Control Arrangements

    | • | Ms. Aman will be entitled to an annual base salary of $800,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time. |

  131. Severance and Change in Control Arrangements

    | • | Ms. Aman will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Ms. Aman’s annual target and maximum bonus opportunities will be 175% and 262.5%, respectively, of her base salary for the corresponding fiscal year (with her bonus for 2024 to be not less than 50% of her target bonus for that year). |

  132. Severance and Change in Control Arrangements

    | KILROY REALTY | PROXY STATEMENT | 65 |

  133. Severance and Change in Control Arrangements

    | • | Effective on January 22, 2024, the Company granted Ms. Aman 101,627 RSUs under the 2006 Plan (equal to $4,000,000 divided by the closing price for a share of the Company’s common stock (in regular trading) on the New York Stock Exchange on the Succession Date, rounded to the nearest whole unit). The award will vest in one installment on the first anniversary of the Succession Date, subject to Ms. Aman’s continued employment through the vesting date, provided that the award will vest in full if her employment with the Operating Partnership is terminated prior to that date and she would be entitled to the severance benefits described below in connection with that termination of employment. This initial award was intended to induce Ms. Aman to accept our offer of employment and to compensate Ms. Aman for a portion of the compensation opportunities that she forfeited with her prior employer in accepting employment with the Company. |

  134. Severance and Change in Control Arrangements

    | • | Additional equity awards for Ms. Aman, commencing with awards for fiscal year 2024, will be in the discretion of the Board (or a committee thereof), provided that Ms. Aman’s annual equity award for each of fiscal year 2024 and 2025 will have a grant date fair value (as determined in accordance with the Company’s equity award valuation methodology used for its financial reporting purposes) of not less than $3,500,000. |

  135. Severance and Change in Control Arrangements

    | • | Ms. Aman will be entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers generally. |

  136. Severance and Change in Control Arrangements

    | • | In connection with her relocation to the Los Angeles area, Ms. Aman will also be entitled to reimbursement for (i) up to $15,000 per month for temporary corporate housing, (ii) up to $200,000 in the aggregate for travel and other relocation costs (plus reimbursement of her brokerage fee for the sale of her current principal residence), (iii) any deposits or tuition for private schools for her children for the current school year that cannot be recovered, and (iv) any taxes she may incur in connection with such reimbursements, provided that Ms. Aman must complete her relocation by July 31, 2024. Should Ms. Aman’s employment with the Operating Partnership terminate within one year after her relocation is completed (other than a termination by the Company without Cause, by her for Good Reason, or due to her death or Disability, as such terms are defined in the Aman Employment Agreement), she will be required to repay the amount of these reimbursements to the Company. |

  137. Severance and Change in Control Arrangements

    The term of Ms. Aman’s employment under the Aman Employment Agreement is for an initial term commencing on the Succession Date and ending on March 31, 2028, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company (which term includes the Operating Partnership, as the context may require, for purposes of employment and severance benefit provisions) or Ms. Aman. The Aman Employment Agreement generally provides that if Ms. Aman’s employment with the Company is terminated by the Company without Cause or by Ms. Aman for Good Reason, Ms. Aman will be entitled to receive the following separation benefits: (1) a severance payment equal to two times the sum of her annual base salary and target annual incentive bonus, paid out in installments over the two-year period following her separation date; (2) payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portion of her target bonus for the year in which her employment ends (pro-rata based on the number of days of employment during the year); and (3) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to 18 months. However, if such a termination of Ms. Aman’s employment by the Company without Cause or by her for Good Reason occurs during the period within 60 days before a Change in Control (as defined in the Aman Employment Agreement) of the Company or at any time after such a Change in Control, Ms. Aman will be entitled to (a) a severance payment equal to three times the sum of her annual base salary and her target annual incentive bonus (with such amount to be paid generally in a lump sum if the termination occurs on or within two years after the Change in Control); (b) payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portion of her target bonus for the year in which her employment ends (pro-rata based on the number of days of employment during the year); (c) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to 18 months; (d) as to each then-outstanding equity-based award granted by the Company to Ms. Aman that vests based solely on continued service with the Company, accelerated vesting of the entire outstanding and unvested portion of the award; and (e) as to each outstanding equity-based award granted by the Company to Ms. Aman that is subject to performance-based vesting requirements, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement. Ms. Aman’s receipt of the separation benefits described above is conditioned on her delivering a release of claims in favor of the Company. Ms. Aman is not entitled to a tax gross-up payment if any of her benefits are subject to taxation under Sections 280G and 4999 of the Internal Revenue Code, but her benefits will be reduced to the extent necessary to avoid such taxes if such a reduction in benefits would put Ms. Aman in a better after-tax position than receiving the benefits in full.

  138. Severance and Change in Control Arrangements

    | 66 | PROXY STATEMENT | KILROY REALTY |

  139. Severance and Change in Control Arrangements

    If Ms. Aman’s employment terminates due to her death or disability, she would be entitled to payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portion of her target bonus for the year in which her employment ends. Transition Agreement with John Kilroy On March 30, 2023, Mr. Kilroy announced his retirement as the Company’s CEO effective as of December 31, 2023. Subsequently, in connection with Ms. Aman’s appointment as the Company’s CEO to start on January 22, 2024, Mr. Kilroy agreed to continue his service as CEO of the Company until January 21, 2024 (the “Retirement Date”) and to provide consulting services to the Company following his Retirement Date. On December 13, 2023, the Company, the Operating Partnership, and Mr. Kilroy entered into a Transition Agreement (the “Transition Agreement”). The Transition Agreement provided that Mr. Kilroy would receive a single payment of $172,000 as salary for serving as CEO in January 2024 through the Retirement Date, and that he would not be entitled to any bonus, new equity award grant, or other new incentive compensation in his capacity as an employee during January 2024. Mr. Kilroy would be entitled to the retirement benefits provided in his employment agreement with the Company and under the outstanding equity awards previously granted by the Company to Mr. Kilroy, provided that he remained employed with the Company through December 31, 2023 and satisfied the conditions set forth in the Transition Agreement. Mr. Kilroy’s retirement benefits under these agreements, which he will receive in connection with his January 21, 2024 retirement, are described under “Named Executive Officer Compensation Tables — Potential Payments Upon Termination or Change in Control” below. Mr. Kilroy did not receive severance for a termination without cause. In addition, pursuant to the Transition Agreement, Mr. Kilroy will continue to serve as a member of the Board and as Chair of the Board until the Company’s 2024 annual meeting of stockholders, subject to earlier termination in certain circumstances provided in the Transition Agreement. Following the Retirement Date, Mr. Kilroy is also eligible for compensation for his service on the Board as a non-employee director in accordance with the Company’s Director Compensation Policy as described under “Director Compensation” below (generally, a $70,000 annual retainer paid in quarterly installments and pro-rated for the portion of the quarter served as a non-employee director, plus applicable committee fees for any Board committees on which Mr. Kilroy may serve. Mr. Kilroy was not entitled to an equity award under the Company’s Director Compensation Policy for his service prior to the Company’s 2024 annual meeting of stockholders). Pursuant to the Transition Agreement, Mr. Kilroy also agreed to provide consulting services to the Company as described therein for the period commencing on the day after the Retirement Date and ending December 31, 2024, subject to earlier termination by the Company or Mr. Kilroy in certain circumstances provided for in the Transition Agreement (the “Consulting Period”). For the period from February 2024 through the month in which the Company’s 2024 annual meeting of stockholders occurs, Mr. Kilroy is entitled to a consulting fee of $92,000 per month. His consulting fee will be $80,000 for each month in the Consulting Period thereafter. The monthly consulting fee will increase by $15,000 in certain circumstances where Mr. Kilroy no longer receives administrative support from the Company. In accordance with the Transition Agreement, the Company provided certain releases of claims in favor of Mr. Kilroy and Mr. Kilroy provided certain releases of claims in favor of the Company. The 2024 compensation arrangements with Ms. Aman and Mr. Kilroy are discussed above. None of our other NEOs received an increase in base salary or in target annual cash incentive for 2023 from the level in effect at the end of 2022, except that Mr. Trencher received an increase in base salary to $550,000 and an increase in target annual cash incentive to $550,000. The structure of the Company’s annual cash incentive program for 2024 is similar to the annual cash incentive program in effect for 2023 except as noted below, and the structure of the Company’s annual equity awards for 2024 remain substantially the same as the awards for 2023.

  140. Severance and Change in Control Arrangements

    | KILROY REALTY | PROXY STATEMENT | 67 |

  141. Severance and Change in Control Arrangements

    In order to simplify and provide more objectivity under our annual cash incentive program, the executive annual cash incentive program framework for 2024 will include four financial goals, each specifically weighted (FFO Per Share, leasing square feet in the operating portfolio, leasing square feet in the development portfolio, and net debt to adjusted EBITDA ratio, weighted 35%, 17.5%, 7%, and 10.5%, respectively, of the overall incentive opportunity), an ESG measurement category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity), with each of the four financial goals having a pre-determined level of performance required in order to achieve the threshold, target, or maximum incentive payout for the portion of the awards corresponding to those goals.

  142. HOW WE MAKE COMPENSATION DECISIONS

    During 2023, Korn Ferry received $436,250 in fees for providing executive and director search services to the Company, and Korn Ferry received $135,000 for its services with respect to executive and director compensation described above. The decision to engage Korn Ferry to provide executive and director search services to the Company was made before the Compensation Committee retained Korn Ferry to provide executive and director compensation consulting services to the Compensation Committee. However, the Compensation Committee was aware of the existing engagement with Korn Ferry at the time it engaged Korn Ferry as its compensation consultant, the members of the Compensation Committee are updated on the search services being provided by Korn Ferry, and, in performing its search services for the Company, Korn Ferry reports to the Board or one of its other committees. The decision to engage Korn Ferry to provide the search services was made by the Board or one of its other committees and, while the Board did not specifically approve Korn Ferry’s compensation for providing the search services, the Board (or applicable committee thereof) is informed as to the fees being provided to Korn Ferry to perform such services. The Compensation Committee has reviewed the other services provided by Korn Ferry and, after consideration of such services and other factors prescribed by the SEC for purposes of assessing the independence of compensation advisors, has determined that no conflicts of interest exist between the Company and Korn Ferry (or any individuals working on the Company’s account on Korn Ferry’s behalf). Role of Management in Executive Compensation Planning Our CEO provides recommendations to the Compensation Committee regarding the compensation of our executive officers (other than for the CEO) and provides evaluations for all other executive officers. Our Chief Financial Officer and Chief Administrative Officer present overall results of the Company’s performance and achievement of historical and go-forward business objectives, and provide input on peer group selection and the design of the executive compensation program, from management’s perspective. Our Chief Financial Officer and Chief Administrative Officer each also evaluate the financial implications and affordability of the Company’s compensation program. Each of our executive officers (including our NEOs) may periodically participate in the compensation process and in Compensation Committee meetings at the invitation of the Compensation Committee to advise on performance and/or activity in areas with respect to which the executive has particular knowledge or expertise, and legal counsel may advise on matters with respect to which the individual has particular knowledge or expertise. None of our NEOs are members of the Compensation Committee or otherwise had any role in determining the compensation of our NEOs. Market Review and Compensation Peer Group The Compensation Committee reviews peer group data to assess the competitiveness of our executive compensation program and to help inform its decision-making process. When assessing the executive compensation peer group to be used for 2023, the Compensation Committee considered shifts in market and internal financial profiles, as well as our business’ forward-looking strategic priorities. With these perspectives in mind and with Mercer’s input, the Compensation Committee continued to assess potential peer group companies based on factors such as financial alignment, office REIT focus, and West Coast concentration of properties. With our growing presence in Texas, the Compensation Committee also evaluated potential peers based on their presence and strength in such market, as well as each company’s focus on development of its properties. With the rapid changes that have occurred in the office real estate market recently, the Compensation Committee also identified significant changes in the size of certain companies that had previously been included in our peer group, with several having become considerably smaller and one having grown significantly larger than the Company, which led to certain adjustments. After consideration of these criteria, in December 2022, the Compensation Committee elected to remove Realty Income Corporation, Brandywine Realty Trust, and Piedmont Office Realty Trust, Inc. from the 2023 peer group, and to add JBG SMITH Properties and Rexford Industrial Realty, Inc. The resulting 2023 peer group consisted of the 14 publicly-traded REITs shown in the table below. The changes in the peer group did not materially change the Company’s summary financial statistics profile relative to the 2022 peer group, though we believe that the range of company sizes and business models are now more closely aligned with those of the Company.

  143. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    2023 Pay Decision Peer Group: KRC Alignment Characteristics

  144. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | | | | | Comparable Categories | | | | | | | | Company | Total Revenues(1) | Equity Market Cap(2) | Total Assets(3) | Office REIT Market(4) | Equity Market Cap(5) | Total Revenues(6) | Total Assets(7) | W. Coast Concen- tration(8) | Texas Concen- tration(8) | Development Focus(9) | | | (MM) | (MM) | (MM) | | | | | | | | | Boston Properties, Inc. | $3,236 | $11,012 | $24,208 | ✓ | — | — | — | ✓ | — | ✓ | | Alexandria Real Estate Equities, Inc. | $2,887 | $22,030 | $35,523 | ✓ | — | ✓ | — | ✓ | ✓ | ✓ | | Healthpeak Properties, Inc. | $2,181 | $10,823 | $15,771 | — | — | ✓ | ✓ | ✓ | — | ✓ | | Vornado Realty Trust | $1,884 | $5,377 | $16,493 | ✓ | ✓ | ✓ | ✓ | — | — | ✓ | | Hudson Pacific Properties, Inc. | $985 | $2,418 | $9,747 | ✓ | — | ✓ | ✓ | ✓ | ✓ | ✓ | | Douglas Emmett, Inc. | $948 | $1,310 | $9,319 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | The Macerich Company | $856 | $3,324 | $8,094 | — | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Highwoods Properties, Inc. | $837 | $2,910 | $12,356 | ✓ | ✓ | ✓ | ✓ | — | — | ✓ | | Cousins Properties Incorporated | $835 | $2,427 | $6,063 | ✓ | ✓ | ✓ | ✓ | — | ✓ | ✓ | | SL Green Realty Corp. | $805 | $3,696 | $7,537 | ✓ | — | ✓ | ✓ | ✓ | — | ✓ | | Corporate Office Properties Trust | $798 | $11,823 | $9,259 | ✓ | ✓ | ✓ | — | — | — | ✓ | | Paramount Group, Inc. | $685 | $2,876 | $4,257 | ✓ | — | ✓ | ✓ | ✓ | — | ✓ | | Rexford Industrial Realty, Inc. | $606 | $1,628 | $5,903 | — | ✓ | ✓ | ✓ | ✓ | — | — | | JBG SMITH Properties | $472 | $1,124 | $8,453 | ✓ | — | ✓ | ✓ | — | — | — | | 75th Percentile | $1,659 | $9,461 | $14,917 | — | — | — | — | — | — | — | | 50th Percentile | $847 | $3,117 | $9,289 | — | — | — | — | — | — | — | | 25th Percentile | $800 | $2,420 | $7,676 | — | — | — | — | — | — | — | | Kilroy Realty Corporation | $1,130 | $4,274 | $11,401 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  145. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (1) Per S&P Capital IQ database’s definition of Total Revenue, based on the trailing 12 months of publicly reported data as of April 8, 2024. |

  146. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (2) As of December 31, 2023, based on publicly-available information from the S&P Capital IQ database’s definition of Market Capitalization as of April 8, 2024. |

  147. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (3) Per S&P Capital IQ database’s definition of Total Assets, based on the most recently reported fiscal quarter as of April 8, 2024. |

  148. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (4) Office REITS as defined by the GICS Office REIT Sub-Industry. |

  149. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (5) Comparable firms based on equity market capitalization defined as those that fall within 0.5x — 2.0x of the Company’s market capitalization as of December 31, 2022. |

  150. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (6) Comparable firms based on total revenue defined as those that fall within 0.5x — 2.0x of the Company’s revenue level based on the information summarized in the chart. |

  151. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (7) Comparable firms based on asset size defined as those that fall within 0.5x — 2.0x of the Company’s asset level based on the information summarized in the chart. |

  152. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (8) Defined as possessing a significant portfolio of properties on the West Coast or Texas respectively, and/or being a significant West Coast or Texas talent competitor. |

  153. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | (9) Defined as having three or more significant projects in development or recently completed. |

  154. 2023 Pay Decision Peer Group: KRC Alignment Characteristics

    | 70 | PROXY STATEMENT | KILROY REALTY |

  155. COMPENSATION GOVERNANCE PRACTICES

    Minimum Stock Ownership Guidelines As part of our compensation philosophy, we believe that our NEOs and our directors should hold a significant amount of the Company’s stock to help align their long-term interests with those of our stockholders. Accordingly, we maintain minimum stock ownership guidelines applicable to all of our NEOs, as reflected in the table below, and all of our directors, as described under “Director Compensation” below. Under the guidelines, each NEO has six years from the point of first being subject to the guidelines to satisfy the minimum guideline level of ownership. An NEO’s ownership that counts for purposes of the guidelines includes Company stock owned outright by the NEO, shares issuable in exchange for common limited partnership units of Kilroy Realty, L.P., shares held by the spouse or dependent children of the NEO, shares held in trust for the benefit of the NEO, the NEO’s spouse or dependent children, shares held by the NEO in a 401(k) plan account, and shares subject to the NEO’s outstanding RSU awards (with shares subject to performance-based RSU awards taken into account at the “target” level of performance). As of December 31, 2023, all of our NEOs who were then serving as one of our executive officers had met the minimum required level of ownership (600% of base salary for Mr. Kilroy and 300% of base salary for all of our other NEOs). Stock Holding Requirements Our stock ownership guidelines also provide that, if an executive falls short of the applicable level of stock ownership, the executive is expected to hold (and not sell) at least 50% of the net shares acquired upon exercise, vesting, or payment, as the case may be, of any equity award granted by us to the executive. “Net shares” for this purpose means the total number of shares acquired by the executive pursuant to the award, after reduction for shares having a fair market value equal to the exercise price of the award (in the case of a stock option) and shares having a fair market value equal to the executive’s expected tax liability resulting from the award.

  156. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023 The following table sets forth summary information regarding compensation of our NEOs for all services rendered to us in all capacities in 2021, 2022, and 2023.

  157. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | Name & Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation (2) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compen- sation (3) ($) | Total (4) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | John Kilroy(5) Former Chief Executive Officer | 2023 | 1,225,000 | — | 7,051,689 | | 3,750,000 | — | 535,853 | 12,562,542 | | | 2022 | 1,225,000 | — | 7,289,420 | — | 3,750,000 | — | 597,340 | 12,861,760 | | | 2021 | 1,225,000 | — | 7,412,945 | — | 3,900,000 | — | 594,191 | 13,132,136 | | Justin Smart(5) President | 2023 | 600,000 | — | 2,761,749 | | 687,500 | — | 121,906 | 4,171,155 | | | 2022 | 550,000 | — | 1,951,721 | — | 687,500 | — | 112,420 | 3,301,640 | | | 2021 | 550,000 | — | 1,974,912 | — | 715,000 | — | 112,673 | 3,352,585 | | Eliott Trencher(5) Executive Vice President, Chief Financial Officer and Chief Investment Officer | 2023 | 500,000 | — | 1,205,155 | | 625,000 | — | 81,519 | 2,411,674 | | | 2022 | 450,000 | | 763,634 | — | 625,000 | — | 77,105 | 1,915,739 | | A. Robert Paratte(5) Executive Vice President, Chief Leasing Officer | 2023 | 550,000 | — | 1,707,269 | | 687,500 | — | 114,760 | 3,059,529 | | | 2022 | 550,000 | — | 1,746,292 | — | 687,500 | — | 119,002 | 3,102,794 | | | 2021 | 500,000 | — | 1,767,040 | — | 650,000 | — | 111,991 | 3,029,031 | | Heidi Roth(5) Executive Vice President, Chief Administrative Officer | 2023 | 525,000 | — | 1,004,309 | | 656,250 | — | 113,861 | 2,299,420 | | Tyler Rose(5) Former President | 2023 | 218,494 | — | — | — | — | — | 1,292,089 | 1,510,583 | | | 2022 | 600,000 | — | 1,951,721 | — | 750,000 | — | 129,886 | 3,431,607 | | | 2021 | 600,000 | — | 1,974,912 | — | 780,000 | — | 133,116 | 3,488,028 |

  158. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | (1) The amounts reported in column (e) of the table above for each year reflect the aggregate accounting fair value of stock awards granted in the applicable year as computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (determined as of the grant date of the awards, as the grant date of the awards is determined for accounting purposes). For information on the assumptions used in the accounting fair value computations, refer to Note 16 “— Share-Based and Other Compensation” in the Notes to Consolidated Financial Statements in the Company’s 2023 Form 10-K filed with the SEC. The amounts included in the Summary Compensation Table above, and in the tables below in this footnote, may not be indicative of the realized value of the awards if they vest. |

  159. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | 74 | PROXY STATEMENT | KILROY REALTY |

  160. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    As discussed in the CD&A, in 2021, 2022, and 2023, the Company granted annual long-term incentive award RSUs to the NEOs, the vesting of which is subject, in part, to the Company’s performance. As required by applicable SEC rules, the accounting fair value of the performance-based RSUs awarded in these years was determined based on the probable outcome (determined as of the grant date of the awards, as the grant date of the awards is determined for accounting purposes) of the performance-based conditions applicable to the awards. For these purposes, as of the grant date of the awards (as determined for accounting purposes) we determined that, other than as to the Company TSR Percentile Ranking performance condition applicable to the awards, the “target” level of performance was the probable outcome of the applicable performance-based conditions. Accordingly, for such portion of these awards, the accounting fair value is included for the NEOs as Stock Award compensation for the year in which the grant was made based on the “target” number of shares subject to the awards. For the portion of the performance-based awards that vest based on the Company’s TSR Percentile Ranking, the accounting fair value was included for the NEOs as Stock Award compensation for the year in which the grant was made based on a Monte Carlo simulation pricing model (which probability weights multiple potential outcomes) as of such grant date of the awards. For more information on the assumptions made in the Monte Carlo simulation pricing model, refer to “— Share-Based and Other Compensation” in the Notes to Consolidated Financial Statements in the Company’s Form 10-K for the year in which the awards were granted. Under the terms of the performance-based awards at grant, for awards granted in each of 2021, 2022, and 2023, between 0% and 225% (between 0% and 306.25% in the case of the awards granted to Mr. Kilroy), of the target number of shares subject to the awards can vest, based on performance and the other vesting conditions applicable to the awards. The following tables present the accounting fair value (determined as described above as of the grant date of the awards) of the annual long-term incentive performance-based RSUs awarded to the NEOs in 2021, 2022, and 2023 (to the extent compensation is shown in the Summary Compensation Table for the NEO for the year of grant of the award) under two sets of assumptions: (a) assuming that the target level of performance would be achieved as to the performance-based conditions other than the Company’s TSR Percentile Ranking, which we originally judged to be the probable outcome, and using the Monte Carlo simulation pricing model to value the portion of the awards that vest based on the Company’s TSR Percentile Ranking, and (b) assuming that the highest level of performance would be achieved (for awards granted in each of 2021, 2022, and 2023, 225% of the target level for awards other than Mr. Kilroy’s and 306.25% in the case of the awards granted to Mr. Kilroy).

  161. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | 2021 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | John Kilroy | $5,666,925 | $16,078,135 | | Justin Smart | $1,499,906 | $3,206,293 | | A. Robert Paratte | $1,342,016 | $2,868,782 | | Tyler Rose | $1,499,906 | $3,206,293 | | 2022 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | John Kilroy | $5,539,404 | $16,078,270 | | Justin Smart | $1,476,702 | $3,206,376 | | Eliott Trencher | $388,613 | $843,798 | | A. Robert Paratte | $1,321,272 | $2,868,885 | | Tyler Rose | $1,476,702 | $3,206,376 | | 2023 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | John Kilroy | $5,301,657 | $16,078,177 | | Justin Smart | $2,074,218 | $4,640,656 | | Eliott Trencher | $905,123 | $2,025,035 | | A. Robert Paratte | $1,282,261 | $2,868,806 | | Heidi Roth | $754,276 | $1,687,544 | | Tyler Rose | — | — |

  162. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | KILROY REALTY | PROXY STATEMENT | 75 |

  163. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | (2) As described in the CD&A, each of the NEOs received a short-term incentive under the Company’s 2023 annual incentive program in the amount reported in column (g) of the table. |

  164. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | (3) The following table identifies the items reported in the “All Other Compensation” column of the table for each NEO in 2023: |

  165. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | Executive Officers | Employee Health- Care Premiums | Medical Allowance | Life & Disability Insurance Premiums | Company Contributions to Deferred Compensation Plan | Company Contributions to 401(k) Plan | Travel and Automobile – Related Expenses | Home Office/ Other Expenses | Other* | Total Benefits | | John Kilroy | $5,979 | $25,000 | $310,021 | $122,500 | $13,500 | $27,067 | $3,127 | $28,658 | $535,853 | | Justin Smart | $1,567 | $25,000 | — | $60,000 | $13,500 | $21,741 | $97 | — | $121,906 | | Eliott Trencher | $5,462 | — | — | $50,000 | $10,250 | $15,663 | $145 | — | $81,519 | | A. Robert Paratte | $3,687 | $25,000 | — | $55,000 | $13,500 | $15,820 | $1,754 | — | $114,760 | | Heidi Roth | $2,617 | $25,000 | — | $52,500 | $13,500 | $20,208 | $36 | — | $113,861 | | Tyler Rose | $573 | $4,263 | — | $10,231 | $13,500 | $3,523 | — | $1,260,000 | $1,292,089 |

  166. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | * The amounts included in the “Other” column above include $15,128 in club dues and $13,530 in housing for Mr. Kilroy, and $1,260,000 in payments pursuant to the Separation Agreement for Mr. Rose (which amount represents $1,200,000 of cash payments pursuant to the Separation Agreement plus an estimated $60,000 to continue Mr. Rose’s healthcare coverage under COBRA through December 31, 2024). The terms of Mr. Rose’s Separation Agreement with the Company and the Operating Partnership are described under “Potential Payments Upon Termination or Change in Control” below. |

  167. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    As discussed under “Other Matters — Certain Relationships and Related Party Transactions,” during 2023 the Company was a party to a time-sharing agreement with Mr. Kilroy, Mr. Smart, Mr. Paratte, Ms. Roth, and Mr. Rose for the use of an aircraft that is owned by the Company. Our senior executives are actively involved in managing and overseeing the Company’s activities over a broad geographic area. The Company owns the aircraft to help maximize the business time and effectiveness of our executive team and avoid the time and scheduling constraints associated with commercial air travel. Such NEOs may, pursuant to the time-sharing agreement, use the aircraft for personal travel when the aircraft is not being used for business purposes. In addition, if there is open space available on a flight that has been arranged for business purposes, a non-business guest of an NEO may on occasion travel on that flight. The aggregate incremental costs, as discussed under “Other Matters — Certain Relationships and Related Party Transactions,” of any personal use of the aircraft by an NEO during 2023 were paid for by the NEO pursuant to the NEO’s time-sharing agreement.

  168. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | (4) The amounts reported in column (j) of the table above include amounts that have been deferred under our Deferred Compensation Plan. For further information regarding our Deferred Compensation Plan, see above under “Compensation Discussion and Analysis — Deferred Compensation Plan.” For an additional description of the amounts deferred, see the Nonqualified Deferred Compensation table on page 86. |

  169. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | (5) Mr. Kilroy retired as CEO of the Company on January 21, 2024. Mr. Rose separated from employment on March 1, 2023. Mr. Smart assumed the role of President of the Company on Mr. Rose’s separation, having previously served the Company as its President, Development and Construction Services. Mr. Trencher has served as Executive Vice President, Chief Financial Officer and Chief Investment Officer since February 25, 2022 (serving as Chief Financial Officer in an interim capacity until February 1, 2023). Mr. Paratte served as Executive Vice President, Head of Leasing and Business Development until his appointment on February 1, 2023 as Executive Vice President, Chief Leasing Officer. In accordance with applicable SEC rules, only compensation information for the year in which Mr. Trencher, Mr. Paratte, or Ms. Roth was a named executive officer is included in the table above. |

  170. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    Employment Agreements — Salary and Short-Term Incentive (Annual Cash Bonus) Amounts We have entered into employment agreements with each of Messrs. Kilroy, Smart, and Trencher, and Ms. Roth. Mr. Rose was also a party to an employment agreement with the Company prior to his separation from employment. The provisions of these agreements regarding severance are discussed under “Potential Payments Upon Termination or Change in Control” below. During 2023, we did not have an employment agreement with Mr. Paratte. Our employment agreement with Ms. Aman is discussed on pages 65-67, and the Transition Agreement entered into with Mr. Kilroy is discussed on page 67.

  171. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | 76 | PROXY STATEMENT | KILROY REALTY |

  172. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    Mr. Kilroy entered into a new amended and restated employment agreement with the Company effective December 27, 2018. Subject to earlier termination as provided in the agreement, the term of Mr. Kilroy’s amended and restated employment agreement was scheduled to end on December 31, 2023, and Mr. Kilroy would retire on that date. Mr. Kilroy’s retirement date was then re-set as January 21, 2024 pursuant to the terms of his Transition Agreement. The employment agreement provided for an initial annual base salary of $1,225,000 and that the Compensation Committee would review Mr. Kilroy’s base salary each year during the term of the agreement and had discretion to increase (but not decrease) his base salary level. The agreement also provided for Mr. Kilroy’s target short-term incentive award (annual cash bonus) to be set at not less than $3,000,000 and his annual equity incentive award to be set at not less than $6,000,000, with the Compensation Committee to determine Mr. Kilroy’s actual cash and equity incentive award amounts each year. The agreement also provided for Mr. Kilroy to participate in the Company’s long-term incentive plan applicable to senior executives, pursuant to which the Compensation Committee had the discretion to grant certain equity awards, as well as participation in the Company’s executive and employee compensation and benefit plans and programs, reimbursement of business expenses, an auto allowance, an annual physical examination, an annual payment equal to $130,768 for Mr. Kilroy’s supplemental life insurance premiums, and an annual payment up to $250,000 for Mr. Kilroy’s disability insurance premiums. The agreement did not provide for tax gross-up payments from us for any elements of compensation, including for excise taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code. Provisions of Mr. Kilroy’s agreement relating to outstanding equity incentive awards and post-termination of employment benefits are discussed under the applicable sections of this Proxy Statement. Mr. Smart entered into an employment agreement with the Company dated January 28, 2016. The term of the employment agreement was originally scheduled to end on March 1, 2019 but has been extended to March 1, 2025 pursuant to the agreement’s provision for an automatic one-year extension each year unless either party provides notice that the letter agreement will not be extended, subject to earlier termination in connection with a termination of Mr. Smart’s employment. The agreement provides for an initial annual base salary of $500,000 and provides that the Compensation Committee will review Mr. Smart’s base salary each year during the term of the agreement and has discretion to increase (not decrease) his base salary level. On December 5, 2022 and in connection with Mr. Smart’s promotion, the Compensation Committee approved an increase to Mr. Smart’s rate of base salary to $600,000 annually, effective on March 1, 2023, and increased his target annual cash incentive level to $900,000, effective beginning in 2023. The agreement also provides for Mr. Smart’s target short-term incentive award to be set at not less than 100% of his annual base salary and his annual equity incentive award to have a target grant date value of not less than 100% of his annual base salary. The agreement also provides for Mr. Smart to participate in the Company’s executive and employee benefit plans and programs. The agreement does not provide for tax gross-up payments from us for any elements of compensation, including for excise taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code. Provisions of Mr. Smart’s agreement relating to outstanding equity incentive awards and post-termination of employment benefits are discussed under the applicable sections of this Proxy Statement. On March 3, 2023, we entered into an employment agreement with Mr. Trencher. The term of the employment agreement continues through March 1, 2026, subject to automatic annual renewals at the end of the scheduled term unless one party has provided at least 90 days’ advance notice of non-renewal to the other and further subject to earlier termination as provided in the agreement. The agreement provides that Mr. Trencher will serve the Company as its Executive Vice President, Chief Financial Officer and Chief Investment Officer during the term of the agreement, though in the future we may elect to reassign the title of Chief Investment Officer. The agreement provides for an initial annual base salary of $500,000 and provides that the Compensation Committee will review Mr. Trencher’s base salary each year during the term of the agreement and has discretion to increase (not decrease) his base salary level. The agreement also provides for Mr. Trencher’s target short-term incentive award to be set at not less than 100% of his annual base salary. The agreement also provides that, during the term of the agreement, Mr. Trencher will be eligible to receive annual stock incentive awards from the Company (the size and other terms and conditions of which will be determined each year by the Compensation Committee) and he will participate in the Company’s executive and employee benefit plans and programs.

  173. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    | KILROY REALTY | PROXY STATEMENT | 77 |

  174. SUMMARY COMPENSATION TABLE — 2021, 2022, AND 2023

    Ms. Roth entered into an employment agreement with the Company dated January 28, 2016. The term of the employment agreement was originally scheduled to end on March 1, 2019 but has been extended to March 1, 2025 pursuant to the agreement’s provision for an automatic one-year extension each year unless either party provides notice that the letter agreement will not be extended, subject to earlier termination in connection with a termination of Ms. Roth’s employment. The agreement provides for an initial base salary of $350,000 and provides that the Compensation Committee will review Ms. Roth’s base salary each year during the term of the agreement and has discretion to increase (not decrease) her base salary level. The agreement also provides for Ms. Roth’s target short-term incentive award to be set at not less than 100% of her annual base salary and her annual equity incentive award to have a target grant date value of not less than 100% of her annual base salary. The agreement also provides for Ms. Roth to participate in the Company’s executive and employee benefit plans and programs. The agreement does not provide for tax gross-up payments from us for any elements of compensation, including for excise taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code. Provisions of Ms. Roth’s agreement relating to outstanding equity incentive awards and post-termination of employment benefits are discussed under the applicable sections of this Proxy Statement.

  175. GRANTS OF PLAN-BASED AWARDS — 2023

    GRANTS OF PLAN-BASED AWARDS — 2023 The following table sets forth summary information regarding the incentive awards granted to our NEOs during 2023.(1)

  176. GRANTS OF PLAN-BASED AWARDS — 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#) | Maxi- mum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Options Awards; Number of Securities Under- lying Options (#) | Exercise of Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | John Kilroy | 2/6/2023 | — | — | — | — | — | — | 44,137 | — | — | 1,750,032 | | | 2/6/2023 | — | — | — | 8,276 | 132,409 | 405,503 | — | — | — | 5,301,657 | | | 2/6/2023 | — | 3,000,000 | 4,500,000 | — | — | — | — | — | — | — | | Justin Smart | 2/6/2023 | — | — | — | — | — | — | 17,340 | — | — | 687,531 | | | 2/6/2023 | — | — | — | 13,005 | 52,018 | 117,041 | — | — | — | 2,074,218 | | | 2/6/2023 | — | 900,000 | 1,350,000 | — | — | — | — | — | — | — | | Eliott Trencher | 2/6/2023 | — | — | — | — | — | — | 7,567 | — | — | 300,032 | | | 2/6/2023 | — | — | — | 5,675 | 22,699 | 51,073 | — | — | — | 905,123 | | | 2/6/2023 | — | 500,000 | 750,000 | — | — | — | — | — | — | — | | A. Robert Paratte | 2/6/2023 | — | — | — | — | — | — | 10,719 | — | — | 425,008 | | | 2/6/2023 | — | — | — | 8,039 | 32,157 | 72,353 | — | — | — | 1,282,261 | | | 2/6/2023 | — | 550,000 | 825,000 | — | — | — | — | — | — | — | | Heidi Roth | 2/6/2023 | — | — | — | — | — | — | 6,306 | — | — | 250,033 | | | 2/6/2023 | — | — | — | 4,729 | 18,916 | 42,561 | — | — | — | 754,276 | | | 2/6/2023 | — | 525,000 | 787,500 | — | — | — | — | — | — | — | | Tyler Rose | — | — | — | — | — | — | — | — | — | — | — |

  177. GRANTS OF PLAN-BASED AWARDS — 2023

    | (1) The table includes the target and maximum 2023 short-term incentives for the NEOs, as well as the time-based RSUs and performance-based RSUs that were granted to each of the NEOs in 2023. |

  178. GRANTS OF PLAN-BASED AWARDS — 2023

    | (2) The threshold level of the performance-based RSUs granted in February 2023 is presented based on achieving the threshold level of FFO Per Share for 2023 and without giving effect to any adjustment for the Company’s TSR Percentile Ranking or Average Net Debt to EBITDA Ratio over the three-year performance period. |

  179. GRANTS OF PLAN-BASED AWARDS — 2023

    | (3) These amounts present the aggregate accounting fair value of the equity awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation determined as of the grant date of the awards. For information on the assumptions used in the accounting fair value computations, refer to Note 16 “— Share-Based Compensation” in the Notes to Consolidated Financial Statements in the Company’s 2023 Form 10-K filed with the SEC. Also see footnote (1) to the Summary Compensation Table above. |

  180. GRANTS OF PLAN-BASED AWARDS — 2023

    | KILROY REALTY | PROXY STATEMENT | 79 |

  181. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023 The following table sets forth summary information regarding the outstanding stock awards held by each of our NEOs as of December 31, 2023, including the vesting dates for the portions of these awards that had not vested as of that date. None of our NEOs held any option awards as of December 31, 2023.

  182. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | | John Kilroy | 2/18/2021 | — | — | 179,900(3) | 7,167,233 | | | 2/18/2021 | 11,424(4) | 455,128 | — | — | | | 1/28/2022 | — | — | 160,284(5) | 6,385,703 | | | 1/28/2022 | 20,353(6) | 810,883 | — | — | | | 2/6/2023 | — | — | 243,928(7) | 9,718,095 | | | 2/6/2023 | 46,463(8) | 1,851,094 | — | — | | Justin Smart | 2/18/2021 | — | — | 41,855(3) | 1,667,500 | | | 2/18/2021 | 8,869(4) | 353,343 | — | — | | | 1/28/2022 | — | — | 37,292(5) | 1,485,698 | | | 1/28/2022 | 8,087(6) | 322,192 | — | — | | | 2/6/2023 | — | — | 82,139(7) | 3,272,431 | | | 2/6/2023 | 18,254(8) | 727,235 | — | — | | Eliott Trencher | 1/29/2021 | 2,000(4) | 79,698 | — | — | | | 1/28/2022 | — | — | 9,814(5) | 390,980 | | | 1/28/2022 | 4,362(6) | 173,798 | — | — | | | 2/6/2023 | — | — | 35,843(7) | 1,427,985 | | | 2/6/2023 | 7,966(8) | 317,358 | — | — | | A. Robert Paratte | 2/18/2021 | — | — | 37,449(3) | 1,491,970 | | | 2/18/2021 | 2,774(4) | 110,521 | — | — | | | 1/28/2022 | — | — | 33,366(5) | 1,329,319 | | | 1/28/2022 | 4,943(6) | 196,936 | — | — | | | 2/6/2023 | — | — | 50,778(7) | 2,022,984 | | | 2/6/2023 | 11,284(8) | 449,552 | — | — | | Heidi Roth | 2/18/2021 | — | — | 17,623(3) | 702,120 | | | 2/18/2021 | 1,307(4) | 52,079 | — | — | | | 1/28/2022 | — | — | 19,628(5) | 781,960 | | | 1/28/2022 | 2,908(6) | 115,865 | — | — | | | 2/6/2023 | — | — | 29,869(7) | 1,189,998 | | | 2/6/2023 | 6,638(8) | 264,472 | — | — | | Tyler Rose | | — | — | — | — |

  183. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | KILROY REALTY | PROXY STATEMENT | 83 |

  184. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (1) The number of shares or units shown in columns (c) and (e) includes dividend equivalents credited with respect to the award as of December 31, 2023. Dividend equivalents vest at the same time and subject to the same conditions as the award to which they relate. |

  185. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (2) The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units reported in columns (c) and (e), respectively, by $39.84 (the Company’s closing stock price on December 29, 2023). |

  186. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (3) These are the unvested portions of the performance-based RSUs granted to our NEOs in February 2021, which are scheduled to vest on a three-year “cliff” basis on the first date following December 31, 2023 on which the Compensation Committee determines that the performance vesting conditions have been achieved by the Company. The number of performance-based RSUs that vest on that date will be determined by (1) determining the number of “Banked Shares” for the award by multiplying the target number of RSUs subject to the award by a percentage between 0% and 150% (0% and 175% in the case of the award granted to Mr. Kilroy), determined based on the Company’s FFO Per Share for 2021 against a pre-established target, (2) multiplying 50% of the Banked Shares by a percentage between 50% and 150% (25% and 175% in the case of the award granted to Mr. Kilroy) based on the Company’s TSR Percentile Ranking for the three-year period 2021-2023, and (3) multiplying 50% of the Banked Shares by a percentage between 50% and 150% (25% and 175% in the case of the award granted to Mr. Kilroy) based on the Company’s Average Net Debt to EBITDA Ratio for the three-year period 2021-2023. The amounts presented in the chart above reflect the number of Banked Shares for the award based on our actual FFO Per Share for 2021, representing 150% of the target number of shares subject to the award (and 175% of the target number of shares subject to the award granted to Mr. Kilroy). For purposes of the chart above, no adjustment has been made for the TSR Percentile Ranking and the Average Net Debt to EBITDA Ratio. |

  187. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (4) The unvested portions of these awards were scheduled to vest on January 5, 2024. |

  188. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (5) These are the unvested portions of the performance-based RSUs granted to our NEOs in January 2022, which are scheduled to vest on a three-year “cliff” basis on the first date following December 31, 2024 on which the Compensation Committee determines that the performance vesting conditions have been achieved by the Company. The number of performance-based RSUs that vest on that date will be determined by (1) determining the number of “Banked Shares” for the award by multiplying the target number of RSUs subject to the award by a percentage between 0% and 150% (0% and 175% in the case of the award granted to Mr. Kilroy), determined based on the Company’s FFO Per Share for 2022 against a pre-established target, (2) multiplying 50% of the Banked Shares by a percentage between 50% and 150% (25% and 175% in the case of the award granted to Mr. Kilroy) based on the Company’s TSR Percentile Ranking for the three-year period 2022-2024, and (3) multiplying 50% of the Banked Shares by a percentage between 50% and 150% (25% and 175% in the case of the award granted to Mr. Kilroy) based on the Company’s Average Net Debt to EBITDA Ratio for the three-year period 2022-2024. The amounts presented in the chart above reflect the number of Banked Shares for the award based on our actual FFO Per Share for 2022, representing 150% of the target number of shares subject to the award (and 175% of the target number of shares subject to the award granted to Mr. Kilroy). For purposes of the chart above, no adjustment has been made for the TSR Percentile Ranking and the Average Net Debt to EBITDA Ratio. |

  189. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (6) The unvested portion of this award was scheduled to vest in three equal installments on January 5, 2024 and January 5, 2025. |

  190. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (7) These are the unvested portions of the performance-based RSUs granted to our NEOs in February 2023, which are scheduled to vest on a three-year “cliff” basis on the first date following December 31, 2025 on which the Compensation Committee determines that the performance vesting conditions have been achieved by the Company. The number of performance-based RSUs that vest on that date will be determined by (1) determining the number of “Banked Shares” for the award by multiplying the target number of RSUs subject to the award by a percentage between 0% and 150% (0% and 175% in the case of the award granted to Mr. Kilroy), determined based on the Company’s FFO Per Share for 2023 against a pre-established target, (2) multiplying 50% of the Banked Shares by a percentage between 50% and 150% (25% and 175% in the case of the award granted to Mr. Kilroy) based on the Company’s TSR Percentile Ranking for the three-year period 2022-2024, and (3) multiplying 50% of the Banked Shares by a percentage between 50% and 150% (25% and 175% in the case of the award granted to Mr. Kilroy) based on the Company’s Average Net Debt to EBITDA Ratio for the three-year period 2023-2025. The amounts presented in the chart above reflect the number of Banked Shares for the award based on our actual FFO Per Share for 2023, representing 150% of the target number of shares subject to the award (and 175% of the target number of shares subject to the award granted to Mr. Kilroy). For purposes of the chart above, no adjustment has been made for the TSR Percentile Ranking and the Average Net Debt to EBITDA Ratio. |

  191. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | (8) The unvested portion of this award was scheduled to vest in three equal installments on January 5, 2024, January 5, 2025, and January 5, 2026. |

  192. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2023

    | 84 | PROXY STATEMENT | KILROY REALTY |

  193. OPTION EXERCISES AND STOCK VESTED — 2023

    OPTION EXERCISES AND STOCK VESTED — 2023 The following table summarizes the vesting of stock awards during 2023 that were previously granted to our NEOs. None of our NEOs held or exercised any Company stock options during 2023.

  194. OPTION EXERCISES AND STOCK VESTED — 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | (a) | (b) | (c) | | John Kilroy(2) | 287,842 | 11,119,083 | | Justin Smart(3) | 39,451 | 1,550,748 | | Eliott Trencher(4) | 5,899 | 220,020 | | A. Robert Paratte(5) | 32,287 | 1,281,949 | | Heidi Roth(6) | 19,874 | 769,338 | | Tyler Rose(7) | 52,033 | 2,005,244 | | (1) The dollar amounts shown in column (c) above are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of our common stock on the vesting date. (2) Includes (i) 239,476 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2023 with a value of $9,344,751 and (ii) 48,366 RSUs with a value of $1,774,332 that were issued as dividend equivalents during 2023 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of these RSUs, 18,498 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2023 table below. (3) Includes (i) 34,071 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2023 with a value of $1,348,434 and (ii) 5,380 RSUs with a value of $202,314 that were issued as dividend equivalents during 2023 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of these RSUs, 32,506 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2023 table below. (4) Includes (i) 5,464 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2023 with a value of $203,643 and (ii) 435 RSUs with a value of $16,377 that were issued as dividend equivalents during 2023 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. (5) Includes (i) 29,103 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2023 with a value of $1,155,017 and (ii) 3,184 RSUs with a value of $126,932 that were issued as dividend equivalents during 2023 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. (6) Includes (i) 16,096 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2023 with a value of $633,001 and (ii) 3,778 RSUs with a value of $136,338 that were issued as dividend equivalents during 2023 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of these RSUs, 1,952 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2023 table below. (7) Includes (i) 43,847 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2023 with a value of $1,704,327 and (ii) 8,186 RSUs with a value of $300,917 that were issued as dividend equivalents during 2023 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of these RSUs, 3,667 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2023 table below. | | |

  195. OPTION EXERCISES AND STOCK VESTED — 2023

    | KILROY REALTY | PROXY STATEMENT | 85 |

  196. NONQUALIFIED DEFERRED COMPENSATION — 2023

    NONQUALIFIED DEFERRED COMPENSATION — 2023 The following table sets forth summary information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during 2023, and the total deferred amounts for the NEOs as of December 31, 2023.

  197. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | John Kilroy | — | 748,451 | 764,524 | — | 14,738,181 | | Justin Smart | 553,750 | 1,153,565 | 1,087,974 | — | 7,690,201 | | Eliott Trencher | — | 50,000 | 47,024 | — | 311,576 | | A. Robert Paratte | 158,125 | 55,000 | 129,788 | (1,144,942) | 977,029 | | Heidi Roth | — | 118,538 | 310,417 | (659,782) | 2,470,902 | | Tyler Rose | — | 183,272 | (234,130) | (5,755,063) | 139,759 |

  198. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | (1) The amount reported as registrant contributions in 2023 under column (c) includes each NEO’s RSUs that vested in 2023 but had not yet become payable, as described in the footnotes to the Option Exercises and Stock Vested table above for each executive. These RSUs are payable in shares of our common stock but, pursuant to the terms of each NEO’s deferral of the RSUs, payment does not occur until the applicable date as determined under our deferred compensation program. In accordance with applicable rules of the SEC, these RSUs are reflected in this table because, while the RSUs are considered to have been vested at the end of 2023, they had not yet become payable. The amounts reported as registrant contributions in the table above include stock-settled obligations with respect to the vested and deferred RSUs described above of $625,951 for Mr. Kilroy, $1,093,565 for Mr. Smart, $173,041 for Mr. Rose, and $66,038 for Ms. Roth. The amounts reported as registrant contributions in the table above also include cash-settled obligations of $122,500 for Mr. Kilroy, $60,000 for Mr. Smart, $50,000 for Mr. Trencher, $55,000 for Mr. Paratte, $52,500 for Ms. Roth and $10,231 for Mr. Rose, and are also included as 2023 compensation for the NEOs in the “All Other Compensation” column of the Summary Compensation Table. |

  199. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | (2) The amount reported as aggregate earnings in 2023 under column (d) represents the change in value of cash-settled obligations and the change in value of each executive’s vested and deferred RSUs (based on the closing price of our common stock on December 29, 2023). No amounts reported in this column were reported as 2023 compensation for the NEOs in the Summary Compensation Table. |

  200. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | (3) The balance at the end of 2023 under column (f) reflects amounts that were previously reported as compensation in the appropriate columns of the Summary Compensation Table for years through and including 2023 to the extent the executive was an NEO for the applicable year. These amounts include both cash deferrals and the grant date fair value of deferred RSUs for each NEO. The grant date fair value of the deferred RSUs assume target performance achievement and do not include any performance modification. Amounts reported in column (f) also include earnings credited on deferred amounts. In accordance with applicable SEC rules, these earnings have not been included in the Summary Compensation Table. |

  201. NONQUALIFIED DEFERRED COMPENSATION — 2023

    Deferrals of cash-settled compensation shown in this table are made under the Deferred Compensation Plan. Participant elections with respect to deferrals of compensation and distributions must generally be made in the year preceding that in which the compensation is earned, except that elections with respect to certain performance-based bonuses may be made as late as six months prior to the end of the applicable performance period (June 30th in the case of calendar-year performance period). In addition, newly eligible participants may be able to make deferral elections up to thirty days after they first become eligible to participate in the Deferred Compensation Plan, if later than the end of the year preceding that in which such deferred amounts will be earned. Participants may only change existing elections with respect to distributions if they satisfy certain requirements set forth in the Deferred Compensation Plan, including that they do so no later than twelve months prior to the first scheduled distribution and that they extend their deferral elections by at least five years.

  202. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | 86 | PROXY STATEMENT | KILROY REALTY |

  203. NONQUALIFIED DEFERRED COMPENSATION — 2023

    Participants are permitted to allocate (and reallocate) their cash-settled deferrals, as well as Company contributions and any notional earnings on either of the foregoing, amongst the investment alternatives made available by the Deferred Compensation Plan administrator for purposes of determining any notional gains or losses on participant account balances. The charts below show the investment alternatives available under the Deferred Compensation Plan from January 1, 2023 through December 31, 2023, with the performance of each investment alternative for the applicable period of time it was available under the Deferred Compensation Plan.

  204. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | Investment Alternatives (1/1/2023 — 12/31/2023) | Investment Category | 2023 Performance | | DFA US Small Cap I | Small Blend | 17.64% | | DFA US Targeted Value I | Small-Value | 19.31% | | Fidelity® 500 Index | Market Index | 26.29% | | Fidelity® Balanced | Balanced | 21.60% | | Fidelity® Contrafund® | Large Growth | 39.33% | | Fidelity® Extended Market Index | Small/Mid DJ Index | 25.37% | | Fidelity® Government Income | Intermediate Govt Bond | 4.22% | | Fidelity® International Discovery | International Equity | 14.16% | | Fidelity Advisor® Investment Gr Bd M | Intermediate-Term Bond | 6.18% | | Fidelity® Low-Priced Stock | Mid Value | 14.35% | | MFS Mid Cap Growth R6 | Mid Growth | 21.50% | | Fidelity® Real Estate Investment Port | Specialty — US REITs | 10.87% | | Fidelity® Government MMkt | Government Money Market | 4.77% | | Fidelity® US Bond Index | Intermediate Term Bd Index | 5.56% | | MainStay Large Cap Growth R1 | Large Growth | 42.79% | | T. Rowe Price Dividend Growth Advisor | Large Blend | 13.35% | | Vanguard Equity-Income Adm | Large Value | 7.76% | | Vanguard Inflation-Protected Secs Adm | Inflation-Linked Bond | 3.79% | | Vanguard Total Intl Stock Index Admiral | Total International Index | 15.52% |

  205. NONQUALIFIED DEFERRED COMPENSATION — 2023

    These allocations are hypothetical only and do not give participants ownership interests in any actual assets of the Company or any trust funding obligations under the Deferred Compensation Plan; however, the Company may set aside assets to fund its obligations under the Deferred Compensation Plan in a limited (“rabbi”) trust, subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. Participants may elect to receive distributions of their accounts (other than distributions of Company contributions) (i) while still in the service of the Company, in either a lump sum or in two to five annual installments occurring (or beginning) no earlier than two years after such amounts were earned, (ii) upon retirement from service, in a lump sum or up to fifteen annual installments (in certain cases, beginning no earlier than six months after retirement), or (iii) upon a change in control, in full. Participant elections may also provide for payment upon the earliest to occur of any two or more of the foregoing events (subject to the distribution limitations applicable to Company contributions). If a participant separates from service with the Company and its affiliates for any reason other than due to the participant’s death, disability, or retirement, the remaining balance of the participant’s account will generally be distributed in full (in certain cases, six months after the occurrence of such separation from service). In addition, a participant’s account balance will be distributed as soon as possible following the participant’s death or disability. All such separation, death, and disability distributions will be made without regard to any participant election(s).

  206. NONQUALIFIED DEFERRED COMPENSATION — 2023

    | KILROY REALTY | PROXY STATEMENT | 87 |

  207. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following section describes the benefits that may become payable to our NEOs in connection with a termination of their employment with the Company and/or a change in control of the Company as of December 31, 2023. For Mr. Rose, we have described the actual benefits he received in connection with his separation from employment effective March 1, 2023. Mr. Kilroy’s amended and restated employment agreement effective as of December 27, 2018 provided that, if his employment was terminated by the Company without “cause” or by Mr. Kilroy for “good reason” (as these terms were defined in his employment agreement) during the term of the agreement, he would have been entitled to receive the following payments and benefits (the “Termination Benefits”): (i) accrued but unpaid compensation through the date of termination; (ii) a cash payment equal to $36,675,000; (iii) annual incentive compensation, based on actual performance prior to the date of termination and reasonably anticipated performance through the remainder of the year; (iv) vesting of equity awards as governed by the applicable plans, programs and agreements; (v) all payments due under any other compensatory or benefit plan; (vi) the settlement of any deferral arrangements in accordance with the plans and programs governing the deferral; (vii) continuation of health insurance coverage for Mr. Kilroy, his spouse and his dependents, as applicable, for three years after the date of termination, at our expense; and (viii) payment of an amount equal to $130,768 per year for the three-year period following the termination of his employment to cover premium payments incurred in connection with his life insurance policy. In addition, if Mr. Kilroy was terminated in such circumstances early in a calendar year prior to the granting of his annual long-term incentive award, the Company would grant him a long-term incentive award (or cash equivalent) for that year with all time-based vesting conditions deemed satisfied at grant. If Mr. Kilroy retired during the term of the agreement, he would be entitled to receive the Termination Benefits described above, except that the cash payment described above would be $16,225,000. If Mr. Kilroy’s employment was terminated due to his death or “disability” (as this term was defined in his employment agreement) during the term of the agreement, he would have been entitled to receive the Termination Benefits described above, except that the cash payment described above would have been $16,225,000. In addition, if Mr. Kilroy was terminated in such circumstances early in a calendar year prior to the granting of his annual long-term incentive award, the Company would grant him a long-term incentive award (or cash equivalent) for that year with all time-based vesting conditions deemed satisfied at grant. If any payments under Mr. Kilroy’s employment agreement would otherwise trigger the excise tax imposed by Section 4999 of the Internal Revenue Code, the payments would have been reduced as provided in the agreement to a level that does not trigger the excise tax if the reduction resulted in his retaining a greater amount of the payments on an after-tax basis if such reduction had not been made. In the event of a “change in control” (as defined in the employment agreement) had occurred, the employment agreement provided that we would place the amount of the potential cash obligations to Mr. Kilroy in connection with such a change in control and a termination of his employment in a separate rabbi trust on behalf of Mr. Kilroy immediately prior to such change in control. Except in the event of a termination due to Mr. Kilroy’s death, the employment agreement required Mr. Kilroy to sign a general release of claims in favor of the Company in order to receive the Termination Benefits described above, other than accrued but unpaid compensation through the date of termination. Mr. Kilroy’s amended and restated employment agreement provided that if his employment was terminated, his stock incentive awards granted by the Company would be governed by the terms and conditions of the applicable award agreements, including vesting of the awards upon his retirement. The retirement age applicable to the Company’s stock incentive awards granted to Mr. Kilroy before 2019 (age 70) was not changed, his retirement age for purposes of any stock incentive awards granted in 2019, 2020, or 2021 was 73, and his retirement age for purposes of any stock incentive awards granted in 2022 or 2023 was age 74 or 75, respectively. (Mr. Kilroy turned age 75 prior to December 31, 2023.) The terms of any new equity incentive award granted by the Company to Mr. Kilroy would otherwise include provisions regarding termination of employment that were not less favorable to him than the provisions applicable to his 2018 annual equity incentive award granted by the Company.

  208. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 88 | PROXY STATEMENT | KILROY REALTY |

  209. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In December 2023, the Company entered into a Transition Agreement with Mr. Kilroy that provided for his retirement date to be extended to a date in January 2024 and for him to receive the retirement benefits under his employment agreement described above in connection with his retirement. See the “Transition Agreement with John Kilroy” section of the “Compensation Discussion and Analysis” above for additional information on Mr. Kilroy’s Transition Agreement. Mr. Smart’s employment agreement provides that, if his employment is terminated by the Company without “cause” or by Mr. Smart for “good reason” (as these terms are defined in his employment agreement), he will be entitled to receive the following payments and benefits (together with the Severance Payment (as defined below), the “Termination Benefits”): (i) accrued but unpaid compensation through the date of termination; (ii) in lieu of any annual incentive compensation, a partial year bonus based on actual performance against bonus targets as of the date of termination; (iii) full vesting of time-based equity awards; (iv) vesting of performance-based cash or equity awards (excluding outperformance incentive awards) as governed by the applicable plans, programs, and agreements, but (unless otherwise provided in an applicable award agreement) with the objectives of such awards deemed to be met at the greater of (a) target on the date of termination or (b) actual performance as of the date of termination and reasonably anticipated performance through the remainder of the year; (v) all payments due under any other compensatory or benefit plan, including any deferrals; and (vi) payment of the premiums charged for Mr. Smart, his spouse, and his eligible dependents to continue medical coverage under COBRA for two years after the date of termination. In addition, Mr. Smart would be entitled to receive a cash severance payment (the “Severance Payment”) equal to the sum of (i) two times his annual base salary and (ii) two times the average of his two highest target “annual incentives” (that is, the sum of the short-term incentive award and the annual stock award (determined based on the target level of the award) as detailed in Mr. Smart’s employment agreement) during the three preceding full performance years. If Mr. Smart’s employment is terminated due to his death, he will be entitled to receive the Termination Benefits described above, except that (i) his Severance Payment described above will be determined using a multiplier of “one” instead of “two,” and (ii) the payment of the premiums to continue medical coverage under COBRA for Mr. Smart, his spouse, and his dependents, as applicable, will be for one year after the date of termination. If Mr. Smart’s employment is terminated due to his disability, he will be entitled to receive the Termination Benefits described above, except that the payment of the premiums to continue medical coverage under COBRA for Mr. Smart, his spouse, and his dependents, as applicable, will be for one year after the date of termination. The employment agreement requires Mr. Smart to sign a general release of claims in favor of the Company in order to receive benefits in connection with a termination of employment described above (including the Severance Payment), other than accrued but unpaid compensation through the date of termination.

  210. Table

    | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (5) | Adjusted FFO Per Share (6) | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $12,562,542 | $25,900,093 | $2,690,472 | $3,753,631 | $56.50 | $112.04 | $238,288,000 | $4.74 | | 2022 | $12,861,760 | ($2,765,523) | $2,542,703 | $1,051,595 | $51.80 | $91.22 | $259,493,000 | $4.77 | | 2021 | $13,132,136 | $17,166,531 | $2,825,077 | $4,112,722 | $84.45 | $125.76 | $658,910,000 | $4.23 | | 2020 | $11,904,496 | ($22,070,364) | $4,663,837 | $2,485,568 | $70.76 | $91.60 | $207,293,000 | $4.15 |

  211. Table

    | (3) For purposes of this table, the compensation actually paid (also referred to as “ Compensation Actually Paid ” or “ CAP ”) to each of our Named Executive Officers (including, for this purpose, each former named executive officer included in one of the Non-PEO NEO groups) means the executive officer’s total compensation as reflected in the Summary Compensation Table for the applicable year less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the executive officer for the applicable year, and adjusted for the following with respect to the RSUs granted to the executive officer: |

  212. Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Chief Executive Officer | 2023 | | Summary Compensation Table Total | $12,562,542 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ($7,051,689) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $17,336,664 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | ($735,694) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $236,639 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date | $3,551,631 | | Compensation Actually Paid | $25,900,093 |

  213. Table

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | 2023 | | Summary Compensation Table Total | $2,690,472 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ($1,335,696) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $1,966,241 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $134,634 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($48,723) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date | $346,703 | | Compensation Actually Paid | $3,753,631 |

  214. DIRECTOR COMPENSATION TABLE — 2023

    DIRECTOR COMPENSATION TABLE — 2023 The following table sets forth summary information regarding our compensation practices for each of our non-employee directors for 2023. The compensation paid to Mr. Kilroy for 2023, who served as our CEO throughout the year, is presented in the executive compensation disclosures above. While he served as our CEO, Mr. Kilroy was not entitled to receive additional compensation for his service as a director. Similarly, Ms. Aman is not receiving additional compensation for her service as a director.

  215. DIRECTOR COMPENSATION TABLE — 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensa- tion ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compen- sation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Edward Brennan, PhD | 165,167 | 135,011 | — | — | — | — | 300,177 | | Jolie Hunt | 103,000 | 135,011 | — | — | — | — | 238,011 | | Scott Ingraham | 113,000 | 135,011 | — | — | — | — | 248,011 | | Louisa Ritter | 100,450 | 135,011 | — | — | — | — | 235,461 | | Gary Stevenson | 103,000 | 135,011 | — | — | — | — | 238,011 | | Peter Stoneberg | 109,444 | 135,011 | — | — | — | — | 244,455 |

  216. DIRECTOR COMPENSATION TABLE — 2023

    | (1) The amounts reported in column (c) of the table above reflect the aggregate accounting fair value of stock awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The accounting fair value is based on the quoted closing share price of the Company’s common stock on the NYSE on the grant date. |

  217. DIRECTOR COMPENSATION TABLE — 2023

    | 102 | PROXY STATEMENT | KILROY REALTY |

  218. DIRECTOR COMPENSATION TABLE — 2023

    On May 24, 2023, each of our non-employee directors received an annual award of 4,993 RSUs under the 2006 Plan in connection with the 2023 annual meeting of stockholders. Each of these awards had an accounting fair value at the grant date of $135,011 and will vest on the date of the Annual Meeting. None of our non-employee directors held any outstanding Company option awards as of December 31, 2023. The aggregate number of shares subject to unvested stock awards (including the dividend equivalents granted with respect to such awards) outstanding as of December 31, 2023 for our non-employee directors (all of which are scheduled to vest in connection with the Annual Meeting) are:

  219. DIRECTOR COMPENSATION TABLE — 2023

    | Director | Unvested Stock Awards | | Edward Brennan, PhD | 5,164 | | Jolie Hunt | 5,164 | | Scott Ingraham | 5,164 | | Louisa Ritter | 5,164 | | Gary Stevenson | 5,164 | | Peter Stoneberg | 5,164 |

  220. DIRECTOR COMPENSATION TABLE — 2023

    | KILROY REALTY | PROXY STATEMENT | 103 |

  221. DIRECTOR COMPENSATION TABLE — 2023

    BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS The following table sets forth certain information, as of March 1, 2024, regarding the beneficial ownership of common stock (or common stock issuable, at the Company’s option, upon the redemption of common limited partnership interests (the “Units”) in the Operating Partnership) for (i) each person or entity known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock (or common stock issuable, at the Company’s option, upon the redemption of Units); (ii) each director and director nominee and each NEO named in the Summary Compensation Table; and (iii) the current directors and executive officers of the Company as a group. Except as indicated below, all shares of common stock are owned directly, and the indicated person or entity has sole voting and investment power with respect to all of the shares of common stock beneficially owned by such person or entity other than restricted stock, as to which a person has sole voting power but no dispositive power. In preparing this table, the Company has relied upon information supplied by its officers, directors and certain stockholders, in addition to information contained in filings with the SEC.

  222. DIRECTOR COMPENSATION TABLE — 2023

    | Name of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned(2) | Percentage of Outstanding Shares of Common Stock(2) | | More than 5% Stockholders: | | | | The Vanguard Group, Inc. and affiliates(3) | 16,997,240 | 14.50% | | BlackRock, Inc.(4) | 14,573,664 | 12.43% | | Norges Bank(5) | 9,057,009 | 7.72% | | State Street Corporation(6) | 6,363,283 | 5.43% | | Directors, Director Nominees and NEOs: | | | | John Kilroy | 2,433,499(7) | 2.04% | | Justin Smart | 251,981(8) | * | | Tyler Rose | 86,002(9) | * | | Eliott Trencher | 14,680(10) | * | | A. Robert Paratte | 57,574(11) | * | | Heidi Roth | 59,382(12) | * | | Scott Ingraham | 48,435(13) | * | | Edward Brennan, PhD | 30,055(14) | * | | Louisa Ritter | 7,298(15) | * | | Gary Stevenson | 19,802(16) | * | | Peter Stoneberg | 18,283(17) | * | | Jolie Hunt | 10,747(18) | * | | Daryl Carter | — | * | | All Directors and Executive Officers as a Group (13 persons) | 2,956,642(19) | 2.49% |

  223. DIRECTOR COMPENSATION TABLE — 2023

    | * Represents less than 1% of the outstanding shares of our common stock. |

  224. DIRECTOR COMPENSATION TABLE — 2023

    | (1) Unless otherwise indicated, the address for each of the persons listed is c/o Kilroy Realty Corporation, 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064. |

  225. DIRECTOR COMPENSATION TABLE — 2023

    | 104 | PROXY STATEMENT | KILROY REALTY |

  226. DIRECTOR COMPENSATION TABLE — 2023

    | (2) The number of shares of common stock beneficially owned by a stockholder is based on SEC regulations regarding the beneficial ownership of securities. The number of shares of common stock beneficially owned by a person includes any stock options or RSUs of such person that are vested or will vest within 60 days of March 1, 2024. The percentage of outstanding shares of common stock beneficially owned by a person is based on 117,366,405 shares of common stock outstanding as of March 1, 2024. Unless otherwise indicated, the percentage of outstanding shares of common stock beneficially owned by a person also assumes that all Units held by such beneficial owner are, upon redemption, exchanged for shares of common stock, that none of the Units held by other persons are so exchanged, that all options exercisable within 60 days of March 1, 2024 by such beneficial owner are exercised and that no options to acquire shares of common stock held by other persons are exercised, and that all RSUs held by such beneficial owner that vest within 60 days of March 1, 2024 are vested and paid and that no unvested RSUs held by other persons are vested. |

  227. DIRECTOR COMPENSATION TABLE — 2023

    | (3) Represents the number of shares of common stock beneficially owned as of December 31, 2023, as reported on Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group, Inc. (“Vanguard”) either directly or through its affiliates. Such report indicates that Vanguard has shared voting power over 138,241 shares, sole dispositive power over 16,741,890 shares and shared dispositive power over 255,350 shares of common stock. The address for Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |

  228. DIRECTOR COMPENSATION TABLE — 2023

    | (4) Represents the number of shares of common stock beneficially owned as of December 31, 2023, as reported on Schedule 13G/A filed with the SEC on January 23, 2024, by BlackRock, Inc. (“BlackRock”) either directly or through its affiliates. Such report indicates that BlackRock has sole voting power over 14,014,968 shares and sole dispositive power over 14,573,664 shares of common stock. The address for BlackRock is 55 East 52nd Street, New York, New York 10055. |

  229. DIRECTOR COMPENSATION TABLE — 2023

    | (5) Represents the number of shares of common stock beneficially owned as of December 31, 2020, as reported on Schedule 13G/A filed with the SEC on January 25, 2021, by Norges Bank (The Central Bank of Norway) (“Norges”) either directly or through its affiliates. Such report indicates that Norges has sole voting power over 9,057,009 shares and sole dispositive power over 9,057,009 shares of common stock. The address for Norges is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway. |

  230. DIRECTOR COMPENSATION TABLE — 2023

    | (6) Represents the number of shares of common stock beneficially owned as of December 31, 2023, as reported on Schedule 13G/A filed with the SEC on March 4, 2024, by State Street Corporation (“State Street”) either directly or through its affiliates. Such report indicates that State Street has shared voting power over 4,813,062 shares and shared dispositive power over 6,351,683 shares of common stock. The address for State 1 Congress Street, Suite 1, Boston, Massachusetts, 02114. |

  231. DIRECTOR COMPENSATION TABLE — 2023

    | (7) Includes (i) 783,192 shares of common stock issuable, at the Company’s option, upon the redemption of Units (including Units beneficially owned by Kilroy Airport Imperial Co. (“KAICO”) and allocated to Mr. Kilroy); (ii) 465,178 shares of common stock held directly; and (iii) 1,185,129 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. |

  232. DIRECTOR COMPENSATION TABLE — 2023

    | (8) Includes (i) 135,983 shares of common stock held directly; and (ii) 115,998 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 214,236 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  233. DIRECTOR COMPENSATION TABLE — 2023

    | (9) Includes 86,002 shares of common stock held directly. |

  234. DIRECTOR COMPENSATION TABLE — 2023

    | (10) Includes 14,680 shares of common stock held directly. Excludes 91,341 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  235. DIRECTOR COMPENSATION TABLE — 2023

    | (11) Includes 57,574 shares of common stock held directly. Excludes 143,658 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  236. DIRECTOR COMPENSATION TABLE — 2023

    | (12) Includes (i) 27,944 shares of common stock held directly; and (ii) 31,438 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 84,507 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  237. DIRECTOR COMPENSATION TABLE — 2023

    | (13) Includes (i) 7,928 shares of common stock held directly; and (ii) 40,507 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 5,231 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  238. DIRECTOR COMPENSATION TABLE — 2023

    | (14) Includes (i) 10,676 shares of common stock held directly; and (ii) 19,379 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 5,231 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  239. DIRECTOR COMPENSATION TABLE — 2023

    | (15) Includes 7,298 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 5,231 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  240. DIRECTOR COMPENSATION TABLE — 2023

    | (16) Includes 19,802 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 5,231 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  241. DIRECTOR COMPENSATION TABLE — 2023

    | (17) Includes 9,323 shares of common stock held directly; and (ii) 8,960 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 5,231 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  242. DIRECTOR COMPENSATION TABLE — 2023

    | (18) Includes 10,747 shares of common stock held directly. Excludes 5,231 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  243. DIRECTOR COMPENSATION TABLE — 2023

    | (19) Includes (i) 742,661 shares of common stock held directly; (ii) 1,430,789 RSUs held directly that are vested or will vest within 60 days of March 1, 2024; and (iii) 783,192 shares of common stock issuable, at the Company’s option, upon the redemption of Units (including Units beneficially owned by KAICO and allocated to Mr. Kilroy). Excludes 599,300 RSUs that are not vested and will not vest within 60 days of March 1, 2024. |

  244. DIRECTOR COMPENSATION TABLE — 2023

    | KILROY REALTY | PROXY STATEMENT | 105 |

  245. DIRECTOR COMPENSATION TABLE — 2023

    OTHER MATTERS

  246. FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE

    FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE FFO: We calculate funds from operations available to common stockholders and common unitholders, or “FFO,” in accordance with the 2018 Restated White Paper on FFO approved by the Board of Governors of NAREIT. The White Paper defines FFO as net income or loss calculated in accordance with GAAP, excluding extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate, and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships and joint ventures. Our calculation of FFO includes the amortization of deferred revenue related to tenant-funded tenant improvements and excludes the depreciation of the related tenant improvement assets. We also add back net income attributable to noncontrolling common units of the Operating Partnership because we report FFO attributable to common stockholders and common unitholders. We believe that FFO is a useful supplemental measure of our operating performance. The exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of our activity and assists in comparing those operating results between periods. Also, because FFO is generally recognized as the industry standard for reporting the operations of REITs, it facilitates comparisons of operating performance to other REITs. However, other REITs may use different methodologies to calculate FFO, and accordingly, our FFO may not be comparable to all other REITs. Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets, we believe that FFO along with the required GAAP presentations provides a more complete measurement of our performance relative to our competitors and a more appropriate basis on which to make decisions involving operating, financing, and investing activities than the required GAAP presentations alone would provide. However, FFO should not be viewed as an alternative measure of our operating performance because it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, which are significant economic costs and could materially impact our results from operations. Adjusted FFO: Adjusted FFO for 2022 was calculated as FFO, adjusted for unbudgeted stock compensation and severance costs, acquisition-related expenses, and political contributions. Adjusted FFO for 2023 was calculated as FFO, adjusted for unbudgeted stock compensation, severance and executive retirement expenses. FFO Per Share: FFO Per Share is calculated as FFO divided by the weighted average common shares/units and restricted stock units (“RSUs”) outstanding. FFO Per Share is used in this Proxy Statement as defined in this Appendix A, except when such term is capitalized (i.e., “FFO Per Share”) and used in the context of the performance-based RSUs (where the defined term on pages 80-81 will apply).

  247. FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE

    | KILROY REALTY | PROXY STATEMENT | A-1 |

  248. FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE

    Adjusted FFO Per Share: Adjusted FFO Per Share is calculated as Adjusted FFO divided by the weighted average common shares/units and RSUs outstanding. The following table presents our FFO, FFO Per Share, Adjusted FFO, and Adjusted FFO Per Share for the years ended December 31, 2023 and 2022:

  249. FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE

    | (unaudited, $ and shares in thousands, except per share amounts) | | | | | Year Ended December 31, | | | | 2023 | 2022 | | FUNDS FROM OPERATIONS: | | | | Net Income Available to Common Stockholders | $212,241 | $232,615 | | Adjustments: | | | | Net income attributable to noncontrolling common units of the Operating Partnership | 2,083 | 2,283 | | Net income attributable to noncontrolling interests in consolidated property partnerships | 23,964 | 24,595 | | Depreciation and amortization of real estate assets | 348,064 | 350,665 | | Gain on sale of depreciable real estate | — | (17,329) | | Funds from Operations attributable to noncontrolling interests in consolidated property partnerships | (35,236) | (36,198) | | Funds From Operations(1)(2) | 551,116 | 556,631 | | Weighted average common shares/units outstanding — diluted(4) | 119,241 | 118,999 | | FFO per common share/unit — diluted(2) | $4.62 | $4.68 | | Funds From Operations(1)(2) | 551,116 | 556,631 | | Adjustments: | | | | Unbudgeted stock compensation amortization and severance costs(3) | 14,522 | 9,475 | | Acquisition-related expenses | — | 145 | | Impact of donations, contributions, or other costs related to causes to protect value | — | 1,403 | | Adjusted Funds From Operations(1)(2) | $565,638 | $567,554 | | Weighted average common shares/units outstanding — diluted(4) | 119,241 | 118,999 | | Adjusted FFO per common share/unit — diluted(2) | $4.74 | $4.77 | | (1) Reported amounts are attributable to common stockholders, common unit holders, and restricted stock unitholders. (2) FFO includes amortization of deferred revenue related to tenant-funded tenant improvements of $20.7 million and $19.3 million for the years ended December 31, 2023 and 2022, respectively. (3) Unbudgeted stock compensation amortization, severance, and executive retirement costs for the year ended December 31, 2023 and 2022, respectively. (4) Calculated based on weighted average shares outstanding including participating and non-participating share-based awards (i.e., non-vested stock and certain time-based RSUs), dilutive impact of stock options, and contingently issuable shares, and assuming the exchange of all common limited partnership units outstanding. | | |

  250. FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE

    | . |

  251. FUNDS FROM OPERATIONS (“FFO”), FFO PER SHARE, ADJUSTED FFO AND ADJUSTED FFO PER SHARE

    | A-2 | PROXY STATEMENT | KILROY REALTY |

  252. NET OPERATING INCOME AND SAME STORE NET OPERATING INCOME (ON A GAAP AND CASH BASIS)

    NET OPERATING INCOME AND SAME STORE NET OPERATING INCOME (ON A GAAP AND CASH BASIS) Net Operating Income: We believe that Net Operating Income (“NOI”) is a useful supplemental measure of our operating performance. We define NOI as follows: consolidated operating revenues (rental income and other property income) less consolidated property and related expenses (property expenses, real estate taxes, provision for bad debts, and ground leases). Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expenses, other non-property income and losses, and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, reflects the consolidated revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. We use NOI to evaluate our operating performance on a portfolio basis since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, rental rates, and tenant base have on our results, margins, and returns. In addition, we believe that NOI provides useful information to the investment community about our financial and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of performance in the real estate industry. However, NOI should not be viewed as an alternative measure of our financial performance since it does not reflect general and administrative expenses, acquisition-related expenses, interest expense, depreciation, and amortization costs, other non-property income and losses, the level of capital expenditures, and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs, and activities that could materially impact our results from operations. Same Store NOI: We believe that Same Store NOI is a useful supplemental measure of our operating performance. Same Store NOI represents the consolidated NOI for all of the properties that were owned and included in our stabilized portfolio for two comparable reporting periods. Because Same Store NOI excludes the change in NOI from developed, redeveloped, acquired and disposed of, and held for sale properties, it highlights operating trends such as occupancy levels, rental rates, and operating costs on properties. Same Store Cash NOI represents the consolidated NOI for all of the properties that were owned and included in our stabilized portfolio for two comparable reporting periods, adjusted for non-cash revenue and non-cash expenses in both periods. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, our Same Store NOI may not be comparable to other REITs. However, Same Store NOI should not be viewed as an alternative measure of our financial performance since it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations.

  253. NET OPERATING INCOME AND SAME STORE NET OPERATING INCOME (ON A GAAP AND CASH BASIS)

    | KILROY REALTY | PROXY STATEMENT | A-3 |

  254. NET OPERATING INCOME AND SAME STORE NET OPERATING INCOME (ON A GAAP AND CASH BASIS)

    The following table reconciles our net income available to common stockholders to NOI and Same Store NOI for the years ended December 31, 2023 and 2022:

  255. NET OPERATING INCOME AND SAME STORE NET OPERATING INCOME (ON A GAAP AND CASH BASIS)

    | (unaudited, $ in thousands) | | | | | Year Ended December 31, | | | | 2023 | 2022 | | Net Income Available to Common Stockholders | $212,241 | $232,615 | | Net income attributable to noncontrolling common units of the Operating Partnership | 2,083 | 2,283 | | Net income attributable to noncontrolling interests in consolidated property partnerships | 23,964 | 24,595 | | Net Income | $238,288 | $259,493 | | Adjustments: | | | | General and administrative expenses | 93,434 | 93,642 | | Leasing Costs | 6,506 | 4,879 | | Depreciation and amortization | 355,278 | 357,611 | | Interest income and other net investment gain | (22,592) | (1,765) | | Interest expense | 114,216 | 84,278 | | Gains on sales of depreciable operating properties | — | (17,329) | | Net Operating Income, as defined | $785,130 | $780,809 | | Non-Same Store Net Operating Income | (82,982) | (52,448) | | Same Store Net Operating Income | $702,148 | $728,361 | | GAAP to Cash Adjustments: | | | | GAAP Operating Revenues Adjustment, net | (11,196) | (66,322) | | GAAP Operating Expenses Adjustments, net | 399 | 427 | | Same Store Cash Net Operating Income | $691,351 | $662,466 |

  256. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE Funds Available for Distribution: We believe that FAD is a useful supplemental measure of the Company’s liquidity. We compute FAD by adding to FFO the non-cash amortization of deferred financing costs, debt discounts and premiums, and share-based compensation awards, and amortization of above (below) market rents for acquisition properties and non-cash executive compensation expense, then subtracting recurring tenant improvements, leasing commissions, and capital expenditures and eliminating the net effect of straight-line rents, amortization of deferred revenue related to tenant improvements, adjusting for other lease related adjustments, leasing costs, and other items and after adjustment for amounts attributable to noncontrolling interests in consolidated property partnerships. FAD provides an additional perspective on our ability to fund cash needs and make distributions to stockholders by adjusting FFO for the impact of certain cash and non-cash items, as well as adjusting FFO for recurring capital expenditures and leasing costs. We also believe that FAD provides useful information to the investment community about our financial position as compared to other REITs since FAD is a liquidity measure used by other REITs. However, other REITs may use different methodologies for calculating FAD and, accordingly, the Company’s FAD may not be comparable to other REITs.

  257. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | A-4 | PROXY STATEMENT | KILROY REALTY |

  258. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    FAD Per Share: FAD Per Share is calculated as FAD divided by the weighted average common shares/units outstanding. FAD Per Share is used in this Proxy Statement as defined in this Appendix A. The following table presents our FAD and FAD Per Share for the years ended December 31, 2023 and 2022:

  259. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (unaudited, $ in thousands, except per share amounts) | | | | | Year Ended December 31, | | | | 2023 | 2022 | | Net Income Available to Common Stockholders | $212,241 | $232,615 | | Adjustments | | | | Net income attributable to noncontrolling common units of the Operating Partnership | 2,083 | 2,283 | | Net income attributable to noncontrolling interests in consolidated property partnerships | 23,964 | 24,595 | | Depreciation and amortization of real estate assets | 348,064 | 350,665 | | Gain on sale of depreciable real estate | — | (17,329) | | Funds from Operations attributable to noncontrolling interests in consolidated property partnerships | (35,236) | (36,198) | | Funds From Operations | $551,116 | $556,631 | | Adjustments | | | | Recurring tenant improvements, leasing commissions and capital expenditures | (87,546) | (81,328) | | Amortization of deferred revenue related to tenant-funded tenant improvements(1) | (20,697) | (19,321) | | Net effect of straight-line rents | (8,578) | (47,936) | | Amortization of net below market rents(2) | (6,648) | (10,476) | | Amortization of deferred financing costs and net debt discount/premium | 5,200 | 3,657 | | Non-cash executive compensation expense(3) | 36,858 | 28,347 | | Lease related adjustments, leasing costs, and other(4) | 4,921 | 9,536 | | Adjustments attributable to non-controlling interests in consolidated property partnerships | 5,679 | 5,687 | | Funds Available for Distribution | $480,305 | $444,797 | | Weighted average common shares/units outstanding — diluted(5) | 119,241 | 118,999 | | FAD per common share/unit — diluted(6) | $4.03 | $3.74 |

  260. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (1) Represents revenue recognized during the period as a result of the amortization of deferred revenue recorded for tenant-funded tenant improvements. |

  261. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | KILROY REALTY | PROXY STATEMENT | A-5 |

  262. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (2) Represents the non-cash adjustment related to the acquisition of buildings with above and/or below market rents. |

  263. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (3) Includes non-cash amortization of share-based compensation and accrued future executive retirement benefits. |

  264. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (4) Includes other cash and non-cash adjustments attributable to lease-related GAAP revenue recognition timing differences, leasing costs, and other. |

  265. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (5) Calculated based on weighted average shares outstanding, including participating and non-participating share-based awards (i.e., unvested stock and certain time-based RSUs), dilutive impact of stock options, and contingently issuable shares and assuming the exchange of all common limited partnership units outstanding. |

  266. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (6) Reported amounts are attributable to common stockholders, common unitholders, and restricted stock unitholders. |

  267. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    The following table presents a reconciliation of GAAP net cash provided by operating activities to FAD for the years ended December 31, 2023 and 2022:

  268. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (unaudited, $ in thousands) | | | | | Year Ended December 31, | | | | 2023 | 2022 | | GAAP Net Cash Provided by Operating Activities | $602,589 | $592,235 | | Adjustments: | | | | Recurring tenant improvements, leasing commissions, and capital expenditures | (87,546) | (81,328) | | Depreciation of non-real estate furniture, fixtures, and equipment | (7,214) | (6,946) | | Net changes in operating assets and liabilities(1) | 1,816 | (12,634) | | Noncontrolling interests in consolidated property partnerships’ share of FFO and FAD | (29,557) | (30,511) | | Cash adjustments related to investing and financing activities | 217 | (16,019) | | Funds Available for Distribution | $480,305 | $444,797 |

  269. FUNDS AVAILABLE FOR DISTRIBUTION (“FAD”) AND FAD PER SHARE

    | (1) Primarily includes changes in the following assets and liabilities: marketable securities; current receivables; prepaid expenses and other assets; accounts payable, accrued expenses, and other liabilities; and rents received in advance and tenant security deposits. |