DEF 14A of Kilroy Realty Corp, Apr 10, 2025

DEF 14A of Kilroy Realty Corp

Filed Apr 10, 2025 · FY20240001193125-25-078002

Open on EDGAR

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

    | NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 71 | | Summary Compensation Table — 2022, 2023, and 2024 | 71 | | Grants of Plan-Based Awards — 2024 | 76 | | Description of Plan-Based Awards | 77 | | Outstanding Equity Awards at Fiscal Year End — 2024 | 80 | | Option Exercises and Stock Vested — 2024 | 82 | | Nonqualified Deferred Compensation — 2024 | 83 | | Potential Payments Upon Termination or Change in Control | 85 | | Estimated Severance and Change in Control Benefits | 89 | | CEO PAY-RATIO DISCLOSURE | 92 | | PAY VERSUS PERFORMANCE DISCLOSURE | 93 | | EQUITY COMPENSATION PLAN INFORMATION | 97 | | DIRECTOR COMPENSATION | 98 | | Director Compensation Table — 2024 | 100 | | BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS | 101 | | OTHER MATTERS | 103 | | Certain Relationships and Related Party Transactions | 103 | | Proposals and Nominations for 2026 Annual Meeting of Stockholders | 104 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES | 106 | | GENERAL INFORMATION | 110 | | Proxy Solicitation Expenses | 110 | | Available Information | 110 | | Other Matters | 111 | | 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 2024 annual equity awards for our NEOs are subject to performance-based vesting requirements and include a performance measure based on our relative total shareholder return (“TSR”)(3). |

  4. Total Direct Compensation

    | (4) As used in this Proxy Statement, “target TDC” 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 2024. In this Proxy Statement, when presenting the average target TDC for our NEOs, Mr. Kilroy has been excluded as he retired from the Company in 2024. |

  5. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR Upon the recommendation of the Nominating/Corporate Governance Committee (the “Governance Committee”), the Board has nominated Angela M. Aman, Edward F. Brennan, PhD, Daryl J. Carter, Jolie A. Hunt, 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 2026 and until their respective successors are duly elected and qualified. All of the director nominees are currently directors of the Company and all of the director nominees were previously elected to serve on the Board by our stockholders. Scott S. Ingraham has not been nominated for re-election and will retire from his position on our Board on the date of the Annual Meeting. Our Board intends to reduce the size of our Board to seven directors immediately following the Annual Meeting. As a result of the foregoing, stockholders may vote only with respect to the seven director nominees named in this proxy statement.

  6. BOARD COMPOSITION

    BOARD COMPOSITION Board Nominee Snapshot

  7. BOARD COMPOSITION

    | 10 | PROXY STATEMENT | KILROY REALTY |

  8. BOARD COMPOSITION

    Director Nominee Skills, Experience, and Background We believe each of the seven 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:

  9. BOARD COMPOSITION

    | Skill/Qualification | Aman | Brennan | Carter | Hunt | 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 | | ● | ● | ● | ● | ● | ● |

  10. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 11 |

  11. BOARD COMPOSITION

    | Age: 45 Director Since: 2024 Board Committees - CSR&S | 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 the National Association of Real Estate Investment Trusts (“Nareit”), International Council of Shopping Centers (“ICSC”), and the Urban Land Institute (“ULI”) 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 ULI. • 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. |

  12. BOARD COMPOSITION

    | 12 | PROXY STATEMENT | KILROY REALTY |

  13. BOARD COMPOSITION

    | Age: 73 Chair of the Board Since: 2024 Lead Independent Director: 2014-2024 Director Since: 2003 Board Committees - Compensation | EDWARD F. BRENNAN, PhD Chair of the Board | | | 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: • Chair of the Board of Green Ninja, a science focused, project-based learning curriculum. • Acting CEO and a director of Abram Scientific, a privately held medical diagnostics company, 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 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. |

  14. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 13 |

  15. BOARD COMPOSITION

    | Age: 70 Director Since: 2024 Board Committees - Audit (Financial Expert) | 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 from 2005 to 2008. 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. • Member of the board of directors of BRIDGE Housing. • Holds Master’s degrees in Architecture and Business Administration from the Massachusetts Institute of Technology (“MIT”). 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 (NYSE: CDX) from 1994 to 2005. • Member of the board of directors of Silver Bay Realty Trust Corp. (NYSE: SBY) from 2013 to 2017. • Member of the board of directors of Whitestone REIT (NYSE: WSR) from 2009 to 2017. |

  16. BOARD COMPOSITION

    | 14 | PROXY STATEMENT | KILROY REALTY |

  17. BOARD COMPOSITION

    | Age: 46 Director Since: 2015 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 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 International Business Machines Corporation (“IBM”) from 2006 to 2008. • Director of Public Relations for the Financial Times from 2002 to 2006. • Advisor to several businesses, including SambaNova, an artificial intelligence start up, Universal Standard, a fashion brand, Humbition, a venture fund, Bowery Farming, a large vertical farming company, and Stella McCartney, a large fashion company. • Holds a Bachelor’s degree in Mass Communication from Boston University and completed the Global Executive Program at Dartmouth University Tuck School of Business, Madrid’s IE Business School, and Harvard Business School’s Board Governance Program. |

  18. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 15 |

  19. BOARD COMPOSITION

    | Age: 61 Director Since: 2020 Board Committees - Audit (Financial Expert) - 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, Inc. (“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, 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 Chief Operating Officer (“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, chair of the finance and audit committee, and a member of the executive and diversity committees. • Holds a Bachelor’s degree from Yale University and a Master’s degree in Business Administration from the Stanford University Graduate School of Business. |

  20. BOARD COMPOSITION

    | 16 | PROXY STATEMENT | KILROY REALTY |

  21. BOARD COMPOSITION

    | Age: 68 Director Since: 2014 Board Committees - Compensation (Chair) - Governance | 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 Enterprises (“Pac-12”), Deputy Commissioner of Major League Soccer, and 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 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, LLC from 2007 to 2010, where he helped 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, Inc. from 1987 to 1994. • Holds a Bachelor’s degree from Duke University and a Master’s degree in Business Administration from George Washington University. |

  22. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 17 |

  23. BOARD COMPOSITION

    | Age: 69 Director Since: 2014 Board Committees - Audit (Financial Expert) - 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 with, experience with, and knowledge of large and small companies in the high-technology industry, particularly those within the San Francisco Bay Area, which are 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 Bank of America Capital Investors, L.P. (“BACI”), Montgomery Securities, and Velocity Ventures, LLC (“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, Inc. (“NetCom Systems”) and Cupertino Electric, Inc. (“Cupertino Electric”). | | | Career Highlights: • Managing Partner of Velocity Ventures, 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 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. |

  24. BOARD COMPOSITION

    | 18 | PROXY STATEMENT | KILROY REALTY |

  25. 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 this 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.

  26. BOARD COMPOSITION

    | KILROY REALTY | PROXY STATEMENT | 19 |

  27. 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:

  28. 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; |

  29. 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; |

  30. BOARD COMPOSITION

    | • | To set total compensation to be competitive with companies in our peer group identified on page 66, taking into account our active portfolio management strategy and the skill set required to implement that strategy; |

  31. BOARD COMPOSITION

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

  32. BOARD COMPOSITION

    Below are highlights of the 2024 compensation arrangements for our NEOs as approved by the Compensation Committee. Angela Aman joined the Company as our CEO in January 2024. Based on peer company data, input received from certain stockholders in recent years, and the advice of its independent compensation consultant, the Compensation Committee set Ms. Aman’s compensation and potential severance to reflect appropriate peer group data and at levels significantly less than had been provided to our former CEO, John Kilroy. The terms of Ms. Aman’s employment with us are discussed in the “Employment Agreement with Angela M. Aman” section of the CD&A below. Jeffrey Kuehling joined the Company as our CFO in August 2024. The terms of Mr. Kuehling’s employment with us are discussed in the “Employment Agreement with Jeffrey Kuehling” section of the CD&A below. Also see the discussion in the “Extensive Stockholder Engagement and Response to 2024 Vote” section of the CD&A below.

  33. 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 2024 short-term incentive amounts for our NEOs who received payments under this program ranged from approximately 123.8% to 126.8% of their target payout levels. See “Short-Term Incentives — Decisions for 2024; 2024 Key Operating and Financial Goal Setting and Performance” on page 50 for more information about how the goals are set and the Company’s performance. |

  34. 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”). In 2024, approximately 61.4% of Ms. Aman’s (and approximately 54.6% 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. |

  35. BOARD COMPOSITION

    | • | Majority of Long-Term Incentives are Performance-Based. Three-fourths of the 2024 annual equity awards for our NEOs are subject to performance-based vesting requirements. Vesting levels of the 2024 annual equity awards with performance-based vesting requirements were contingent on achievement of a threshold level of FFO per share for 2024. If that goal was achieved, vesting would be determined based on (i) the extent to which that threshold level of FFO per share for 2024 was exceeded, (ii) our TSR compared to other office-focused REITs over a three-year period (for 50% of the performance-based awards), and (iii) our average ratio of net debt to EBITDA(1) over that three-year period (for the remaining 50% of the performance-based awards). All RSUs, including both performance-based RSUs and time-based RSUs, vest over a three-year period. |

  36. 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 health and wellness, diversity and inclusion, 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 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. In 2024, we created a management-level ESG Management Steering Committee, made up of senior leaders from across the company including the Asset Management, Development & Construction, Finance & Accounting, Human Resources, Investments, Leasing, Legal, and Sustainability departments, 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 — 2024 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; Executive Vice President, General Counsel; and Executive Vice President, Chief Administrative Officer report to the CSR&S Committee multiple times a year. | |

  37. BOARD COMMITTEES

    BOARD COMMITTEES Our Board has four (4) standing committees: (i) the Audit Committee, (ii) the Compensation Committee, (iii) the Governance Committee, and (iv) the CSR&S Committee. All members of the Audit Committee, Compensation Committee, and Governance Committee are Independent Directors. Our Audit Committee, Compensation Committee, Governance Committee, and CSR&S 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.

  38. BOARD COMMITTEES

    | Director Name | Independent | Audit | | Compensation | Governance | CSR&S | | Angela M. Aman | | | | | | ✓ | | Edward F. Brennan, PhD Chair* | X | | | ✓ | | | | Daryl J. Carter | X | F✓ | | | | | | 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 | ✓ |

  39. BOARD COMMITTEES

    ✓ Committee Member F Financial Expert C Committee Chair

  40. BOARD COMMITTEES

    | * Service as Interim Chair of the Audit Committee is expected to commence following and subject to re-election at the Annual Meeting. |

  41. BOARD COMMITTEES

    | ** Mr. Ingraham has not been nominated for re-election and will retire from his position on our Board on the date of the Annual Meeting. As such, Mr. Ingraham’s service on the Audit and Governance Committees will conclude following the Annual Meeting. |

  42. BOARD COMMITTEES

    Our Board also previously had a standing Succession Planning Committee that oversaw the Company’s succession planning and management performance and development, which was disbanded in 2024 following the appointment of Ms. Aman as CEO, and its succession planning responsibilities have been transitioned to the Compensation Committee. Further, director succession planning is overseen by the Nominating/Corporate Governance Committee. For more information, please see the Succession Planning section included in this Proxy Statement.

  43. BOARD COMMITTEES

    | KILROY REALTY | PROXY STATEMENT | 29 |

  44. BOARD COMMITTEES

    | AUDIT COMMITTEE | | | | MEMBERS Daryl J. Carter* Scott S. Ingraham (Chair)** Louisa G. Ritter Peter B. Stoneberg All Independent*** All NYSE / SEC Qualified Financial Experts† | MEETINGS • Held six meetings during 2024 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. |

  45. BOARD COMMITTEES

    | * Mr. Carter joined the Audit Committee on May 22, 2024. |

  46. BOARD COMMITTEES

    | ** Mr. Ingraham has not been nominated for re-election and will retire from his position on our Board on the date of the Annual Meeting. As such, Mr. Ingraham’s service on the Audit Committee will conclude following the Annual Meeting. Dr. Brennan is expected to serve as interim Chair of the Audit Committee commencing following and subject to re-election at the Annual Meeting. |

  47. BOARD COMMITTEES

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

  48. BOARD COMMITTEES

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

  49. BOARD COMMITTEES

    | 30 | PROXY STATEMENT | KILROY REALTY |

  50. BOARD COMMITTEES

    | EXECUTIVE COMPENSATION COMMITTEE | | | | MEMBERS Edward F. Brennan, PhD Jolie A. Hunt Louisa G. Ritter Gary R. Stevenson (Chair) All Independent* | MEETINGS • Held five meetings during 2024 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; • reviewing management succession programs and practices, including succession plans for senior executives and emergencies, as well as management succession planning policies and strategies; • appointing and overseeing the Company’s 401(k) Committee (which is not a committee of the Board); • overseeing the Company’s relationship with its compensation advisors; • reviewing and 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. |

  51. 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. |

  52. 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 2024, the Compensation Committee retained Korn Ferry to assist it in reviewing our 2024 executive compensation program, provide advice regarding performance-based vesting and incentive payment determinations for 2024, and to advise on the terms of Mr. Kuehling’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 Korn Ferry and has concluded that its engagement of Korn Ferry did not raise any conflict of interest with the Company and that Korn Ferry is independent. The services provided by Korn Ferry in 2023 are also discussed in that section. 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.

  53. BOARD COMMITTEES

    | KILROY REALTY | PROXY STATEMENT | 31 |

  54. BOARD COMMITTEES

    | NOMINATING/CORPORATE GOVERNANCE COMMITTEE | | | | MEMBERS* Jolie A. Hunt Scott S. Ingraham** Louisa G. Ritter Gary R. Stevenson Peter B. Stoneberg (Chair) All Independent | MEETINGS • Held five meetings during 2024 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”); • overseeing the Board’s orientation and continuing education programs; • administering and interpreting our stock ownership guidelines; and • generally advising the Board on corporate governance and related matters. |

  55. BOARD COMMITTEES

    | * Dr. Brennan also served on the Governance Committee until May 22, 2024. |

  56. BOARD COMMITTEES

    | ** Mr. Ingraham has not been nominated for re-election and will retire from his position on our Board on the date of the Annual Meeting. As such, Mr. Ingraham’s service on the Governance Committee will conclude following the Annual Meeting. |

  57. 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.

  58. BOARD COMMITTEES

    | 32 | PROXY STATEMENT | KILROY REALTY |

  59. BOARD COMMITTEES

    | CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE | | | | MEMBERS Angela M. Aman Jolie A. Hunt (Chair) Peter B. Stoneberg | MEETINGS • Held two meetings during 2024 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. |

  60. BOARD COMMITTEES

    | KILROY REALTY | PROXY STATEMENT | 33 |

  61. DIRECTOR SELECTION, EVALUATION, AND COMMUNICATIONS

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

  62. Audit Committee

    | Age: 45 Director Since: 2024 Officer Since: 2024 | 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: 65 Officer Since: 2000 | JUSTIN SMART President | | | • Mr. Smart was appointed President effective March 2023. • Mr. Smart previously served as President, Development and Construction from 2022 through 2023, and as Executive Vice President, Development and Construction Services from 2013 through 2022. Mr. Smart served as Senior Vice President of Development and Construction Services from 2000 through 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 1996 to 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. |

  63. Audit Committee

    | Age: 40 Officer Since: 2024 | JEFFREY KUEHLING Executive Vice President, Chief Financial Officer and Treasurer | | | • Mr. Kuehling was appointed Executive Vice President, Chief Financial Officer effective August 2024. • Mr. Kuehling was appointed Executive Vice President, Chief Financial Officer and Treasurer effective December 2024. • Prior to joining the Company, Mr. Kuehling served as Vice President, Corporate Strategy and Senior Vice President, Corporate Strategy at Brixmor Property Group, a real estate investment trust that owns and operates commercial shopping centers, from 2018 through 2024. Mr. Kuehling served as Director of Corporate Finance at RPT Realty from 2016 through 2018 and held several finance positions at Retail Properties of America, Inc. from 2011 through 2016. • Mr. Kuehling received his Bachelor of Arts degree from Indiana University, his Master of Science degree from the University of Florida and his Master of Business Administration degree from the University of Chicago. Mr. Kuehling is also a Certified Public Accountant and a Chartered Financial Analyst. | | Age: 69 Officer Since: 2014 | A. ROBERT PARATTE Executive Vice President, Chief Leasing Officer | | | • Mr. Paratte was appointed Executive Vice President, Chief Leasing Officer effective February 2023. Mr. Paratte served from 2014 until 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-decades 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. • Prior to joining the Company, Mr. Paratte was managing director for global leasing and business development at Tishman Speyer from 2007 to 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 a Masters of Business Administration degree from the University of San Francisco. |

  64. Audit Committee

    | Age: 53 Officer Since: 2001 | HEIDI ROTH Executive Vice President, Chief Administrative Officer and Assistant Secretary | | | • Ms. Roth was appointed Executive Vice President, Chief Administrative Officer effective February 2019 and served as Secretary from 2023 until 2024. 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 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 Certified Public Accountant with Ernst & Young LLP in Los Angeles. She is a Certified Public Accountant (inactive) and a member of the American Institute of Certified Public Accountants. • Ms. Roth currently serves as Chair of the board of directors and chair of the audit committee of Crystal Stairs, Inc., a nonprofit child development organization, and is an emeritus member of Nareit’s Best Financial Practices Council. • Ms. Roth received her Bachelor of Science degree in Accounting from the University of Southern California. | | Age: 58 Officer Since: 2025 | SHERRIE SAGE SCHWARTZ Executive Vice President, Chief Human Resources Officer | | | • Ms. Schwartz was appointed Executive Vice President, Chief Human Resources Officer effective March 2025. • Prior to joining the Company, Ms. Schwartz served as Chief Human Resources Officer at Creative Artists Agency, an entertainment talent, literary, and marketing agency, from 2015 to 2025. • Prior to Creative Artists Agency, Ms. Schwartz held various human resources positions at companies such as Activision Blizzard Inc., a video game company, from 2011 to 2014, Levi Strauss & Co., an apparel company, from 2000 to 2011, Warner-Lambert Company, a subsidiary of Pfizer Inc., from 1999 to 2000, and Kraft Foods Inc., a global food and beverage company, from 1990 to 1999. • Ms. Schwartz has served as a board member for the LA Ronald McDonald House and Music Matters at the University of Michigan. • Ms. Schwartz received her Bachelor of Arts Degree in Psychology from the University of Michigan. |

  65. Audit Committee

    | Age: 39 Officer Since: 2024 | LAUREN STADLER Executive Vice President, General Counsel and Secretary | | | • Ms. Stadler was appointed Executive Vice President, General Counsel and Secretary effective July 2024. Ms. Stadler has been with the Company since 2013 and most recently held the role of Senior Vice President, Corporate Counsel and Assistant Secretary since 2021. • Prior to joining the Company, Ms. Stadler was an attorney in the Los Angeles office of Latham & Watkins LLP from 2011 through 2013, where she represented clients in real estate acquisition, disposition, and financing transactions. • Ms. Stadler received a Bachelor of Science degree in Business Administration and a Bachelor of Arts degree in Communication from the University of Southern California, and a Juris Doctor degree from the University of Southern California Gould School of Law. | | Age: 42 Officer Since: 2017 | ELIOTT TRENCHER Executive Vice President, Chief Investment Officer | | | • Mr. Trencher was appointed Executive Vice President, Chief Investment Officer effective December 2020 with responsibility for acquisitions, dispositions, joint ventures, and new markets and previously served as the Company’s Chief Financial Officer from February 2023 until August 2024. 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, Inc. (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 U.S. REITs. Mr. Trencher specialized in office, life science, healthcare, and industrial REITs. • From 2005 to 2008, Mr. Trencher was employed at The Goldman Sachs Group, Inc. (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. |

  66. 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 2024.

  67. INTRODUCTION

    | Name | Title | | Angela Aman | Chief Executive Officer* | | Justin Smart | President | | Jeffrey Kuehling | Executive Vice President, Chief Financial Officer and Treasurer* | | A. Robert Paratte | Executive Vice President, Chief Leasing Officer | | Heidi Roth | Executive Vice President, Chief Administrative Officer and Assistant Secretary | | Eliott Trencher | Executive Vice President, Chief Investment Officer and Former Chief Financial Officer* | | John Kilroy | Former Chief Executive Officer* |

  68. INTRODUCTION

    | * Mr. Kilroy retired as CEO of the Company on January 21, 2024 and was succeeded by Ms. Aman on January 22, 2024. Mr. Kuehling joined the Company as CFO on August 19, 2024, at which time Mr. Trencher stopped serving as our CFO but continued as our Executive Vice President and Chief Investment Officer. |

  69. 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 75 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:

  70. 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. |

  71. 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. |

  72. 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. We are proud to have achieved carbon neutral operations across our portfolio since 2020. |

  73. 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. |

  74. INTRODUCTION

    | 42 | PROXY STATEMENT | KILROY REALTY |

  75. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2024 VOTE

    | Feedback | Actions Taken | | Point #1. Certain stockholders expressed concern with Mr. Kilroy’s compensation levels and the level of retirement and 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 and which is no longer effective as of January 21, 2024. 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. Two years ago, 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 was $800,000 and her 2024 target annual incentive was $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 $7,051,689 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 reflect appropriate peer group data and have been reduced significantly from those provided under Mr. Kilroy’s employment agreement. As outlined in the “Estimated Severance and Change in Control Benefits” discussion in our Proxy Statement filed in 2024, 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. |

  76. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2024 VOTE

    | Feedback | Actions Taken | | | As outlined in the “Estimated Severance and Change in Control Benefits” discussion of this Proxy Statement, had Ms. Aman’s employment been terminated without cause, or had she resigned for good reason, on December 31, 2024, her severance benefits would have been 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). Ms. Aman’s employment agreement does not include the benefits for retirement that were required for Mr. Kilroy under his employment agreement. • Transition Agreement with John Kilroy; Required Retirement Benefits but No Severance For a Termination Without Cause. As discussed in our Proxy Statement filed in 2024 and 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 was entitled to certain payments under the Transition Agreement for services he provided 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 included $172,000 in salary for January 2024, compensation as a non-employee director beginning in February 2024 while he served on the Board, and certain monthly consulting fees while he provided consulting services 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 waived 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. |

  77. EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2024 VOTE

    | Feedback | Actions Taken | | Point #2. A desire for more objectivity and simplicity in our short-term incentives, with a meaningful, but lower weight given to ESG/corporate responsibility, and fewer overlapping performance goals with our long-term incentives. | As discussed in more detail below, our 2024 short-term incentive program included fewer metrics, specific category and individual metric weightings, objective threshold and maximum payout levels, a reduction in the weighting given to the ESG/corporate responsibility category, and an individual performance assessment that permits the Compensation Committee to make achievement distinctions among the executive team. In addition, as discussed in more detail below, we have further refined our 2025 short-term incentive program by (a) including a liquidity ratio performance measure in place of a debt to EBITDA ratio performance measure, as debt to EBITDA ratio performance is already taken into account under our performance-based RSUs, (b) further refining the objective categories and related weightings, and (c) including goals specific to each individual within the individual performance category. | | Point #3. General support for our performance-based executive compensation program. | The Compensation Committee adopted a substantially similar performance-based executive compensation program for each of 2024 and 2025. |

  78. 2024 COMPANY PERFORMANCE

    | — | Excluded from these statistics is a ~110,000 square foot short-term lease signed with the successor entity of a tenant that filed for bankruptcy protection and rejected its lease during 2024. |

  79. 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; |

  80. 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; |

  81. 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; |

  82. 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 |

  83. DESIGN FEATURES OF THE 2024 EXECUTIVE COMPENSATION PROGRAM

    | (3) 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 2024. In this Proxy Statement, when presenting the average target TDC for our CEO and other NEOs, and in presenting the average portion of the CEO’s and other NEOs’ target TDC that is at risk, performance-based, or in the form of long-term incentives, Mr. Kilroy has been excluded because he retired from the Company in 2024. |

  84. DESIGN FEATURES OF THE 2024 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 2024 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 to each performance measurement category and performance metric, and used objective threshold and maximum payout levels, to reduce the degree of qualitative judgment applied in determining final payouts. Based on the Company’s performance (as reflected on pages 45-46), the Compensation Committee determined that the final 2024 short-term incentives for our NEOs who received payments under this program would be approximately 123.8% to 126.8% of their target payout levels. See “Short-Term Incentives — Decisions for 2024; 2024 Key Operating and Financial Goal Setting and Performance” on page 50 for more information about how the goals are set and the Company’s performance. |

  85. DESIGN FEATURES OF THE 2024 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 2024, approximately 61.4% of Ms. Aman’s (and approximately 54.6% 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 multiple performance factors, with three-fourths of our NEOs’ 2024 annual equity award values being dependent upon our relative total shareholder return, FFO per share performance, and net debt to EBITDA performance, as well as continued service over the three-year vesting period. Specifically, shares available to be earned were contingent on achievement of a threshold level of FFO per share for 2024. If that goal was achieved, vesting levels will be determined based on (i) the extent to which that threshold level of FFO per share for 2024 was exceeded, (ii) our TSR compared to other office-focused REITs over a three-year period (for 50% of the performance-based awards), and (iii) our average annual ratio of net debt to EBITDA over that three-year period (for the remaining 50% of the performance-based awards). |

  86. DESIGN FEATURES OF THE 2024 EXECUTIVE COMPENSATION PROGRAM

    | • | Target TDC Set Taking into Account Market Pay Levels and Payouts are Linked to Performance. The Compensation Committee did not set 2024 target TDC levels at any specific percentile against our peer group. Rather, the Compensation Committee considered peer group compensation data for 2023 to inform its decision-making process for 2024. In setting the 2024 compensation levels, the Compensation Committee also considered the following factors: |

  87. DESIGN FEATURES OF THE 2024 EXECUTIVE COMPENSATION PROGRAM

    | — | Active Portfolio Management Strategy in Highly Competitive Markets. Our business model requires an active portfolio management strategy (see “2024 Company Performance” beginning on page 45 for a summary of our 2024 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 portfolio. |

  88. DESIGN FEATURES OF THE 2024 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 performance-based equity awards depends on our actual performance and may be forfeited if threshold levels of performance are not achieved. |

  89. 2024 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; |

  90. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

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

  91. General Description

    General Description Our short-term incentives (annual cash bonuses) are given to motivate and reward our employees for achievement of annual financial and operational goals and other strategic objectives measured over the year. 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.

  92. General Description

    The Compensation Committee selects the performance categories, metrics, and goals that it believes will most accurately assess the annual performance of the Company and its progress towards its strategic goals. The Compensation Committee assigns a weight to each of the performance categories and metrics and sets objective threshold, target, and maximum payout levels. The weightings and specific payout levels for each goal further reduce 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 also assesses each executive’s individual performance during the year. In making these determinations, the Compensation Committee receives input from its independent compensation consultant, and from our CEO, regarding the performance of the NEOs (other than the CEO). The Compensation Committee then applies the weightings for each performance metric and category to determine the Company’s overall achievement and bonus payout percentages. The maximum amount that may be awarded to an NEO is 150% of the NEO’s target short-term incentive amount.

  93. Decisions for 2024; 2024 Key Operating and Financial Goal Setting and Performance

    Decisions for 2024; 2024 Key Operating and Financial Goal Setting and Performance The Compensation Committee determined that the NEOs’ 2024 target short-term incentive amounts (as a percentage of base salary) would remain at the same level as in effect for 2023. The 2024 target short-term incentive amount for each of our NEOs was as follows: $900,000 for Mr. Smart, $550,000 for Mr. Paratte, $525,000 for Ms. Roth, and $550,000 for Mr. Trencher. The 2024 target short-term incentive levels for Ms. Aman and Mr. Kuehling were $1,400,000 and $475,000, respectively, with the target amounts determined by their employment agreements. Mr. Kilroy was not eligible for a short-term incentive for 2024, as he retired from the Company on January 21, 2024. In developing the performance measurement framework and goals for 2024, the Compensation Committee selected performance measures that it considers to be common measures of REIT performance and the Company prepared a property-by-property budget for the Company’s stabilized portfolio and integrated those budget assumptions with the Company’s development and funding goals to create financial and operational goals directly tied to the Company’s business objectives for 2024. The Compensation Committee then reviewed and approved the Company’s proposed 2024 financial and operational goals for inclusion in the performance measurement framework, described below. Historically, goals have generally been set at levels that were higher than the performance levels achieved in the prior year. However, for a variety of capital allocation and operational reasons, 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 the level or timing of dispositions). 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. The Compensation Committee established goals that it believed, when setting the goals, were challenging. Based on shareholder feedback provided in recent years and in order to simplify and provide more objectivity under our annual cash incentive program, the executive annual cash incentive program framework for 2024 was updated to include fewer metrics, revised metric weightings, objective threshold, target, and maximum payout levels, a reduction in the weighting given to the corporate responsibility category (from 20% in 2023 to 10% in 2024), and a new individual performance element. The 2024 framework includes four categories, each specifically weighted: a financial and operational measurement category with three goals (including FFO Per Share, leasing square feet in the operating portfolio, and leasing square feet in the development portfolio, weighted 35%, 17.5% and 7.5%, respectively, of the overall incentive opportunity), a balance sheet management measurement category (net debt to adjusted EBITDA ratio, weighted 10% of the overall incentive opportunity), a corporate responsibility category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity). Each of the financial and operational measurement category’s three financial goals and the debt to EBITDA ratio under balance sheet management included 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. The following table shows the 2024 performance measurement framework and 2024 goals approved by the Compensation Committee in early 2024, as well as the Company’s actual 2024 performance.

  94. 2024 Performance Measurement Framework

    | | | | 2024 Goals | | | | | | Category | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | 2024 Performance | Why It Is Important | | Financial and Operational | FFO Per Share(1): | 35% | $4.10 | $4.175(2) | $4.25 | $4.59 (Maximum) | Our financial and operational performance, including leasing, demonstrates our ability to manage our Class A portfolio profitably. FFO is an earnings metric utilized by the REIT industry and indicates our ability to generate recurring profits excluding the effects of real estate depreciation and amortization, gains from sales, and impairment losses. | | | Leasing SF – Operating Portfolio: | 17.5% | 750K | 850K | 1,100K | 1,417K(3) (Maximum) | | | | Leasing SF – Development Portfolio: | 7.5% | 50K | 100K | 200K | 0 (Below threshold – 0%) | | | Balance Sheet Management | Net Debt/EBITDA(5): | 10% | 6.9x | 6.7x | 6.5x | 6.4x(4) (Maximum) | Prudently managing our balance sheet allows us to fund our in-place operations and future growth opportunities. Operating with responsible levels of financial leverage is critical to our ability to navigate market cycles. Net Debt/EBITDA ratio is a key metric used by our investors and rating agencies to evaluate financial risks in our business. | | Corporate Responsibility | | 10% | In 2024, we launched an ESG Management Steering Committee to enhance the cross- functional contributions to and governance of sustainability across the Company. This committee meets three times per year, provides updates to the CEO and CSR&S Committee of the Board as needed, and includes members of the executive leadership team and other senior leaders. At our recently completed new development, Kilroy Oyster Point Phase 2, and major redevelopment at 901 16th St., we are targeting LEED Gold certification. Both projects also incorporate onsite solar installations. We engaged directly with the sustainability teams at many of our top 20 tenants to discuss building sustainability performance and opportunities for collaboration. We are proud to have maintained carbon neutral operations in 2024, which we achieved through onsite energy efficiency measures, onsite renewable energy generation, offsite renewable energy procurement, and verified carbon offsets. We also achieved a GRESB 5-star rating for both our stabilized portfolio and our development portfolio. We put in place significant enhancements to talent development and our performance evaluation process that provide expanded training and education opportunities and greater clarity on individual goals, performance ratings, and compensation. Additionally, a variety of new employee communication tools were implemented, including quarterly Town Hall meetings and monthly Company-wide newsletters. | | | | Given the importance of these topics to our business, our tenants, our employees, and our investors, we maintain a focus on corporate social responsibility and sustainability. In addition to our focus on cultivating a performance-based culture, we continuously look for new and better ways to foster a diverse and inclusive work environment, improve employee health and safety, engage our surrounding communities, and minimize our environmental impact, all while creating sustainable, long-term value for our stockholders. |

  95. 2024 Performance Measurement Framework

    | | | | 2024 Goals | | | | | | Category | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | 2024 Performance | Why It Is Important | | Individual Performance | | 20% | Individual performance is assessed by the Compensation Committee, with input from the CEO (except as to the CEO’s own award). | | | | Permits the Compensation Committee to assess each executive’s specific performance during the year balanced with the objective criteria above, giving the Compensation Committee flexibility to make distinctions among the executive team. |

  96. 2024 Performance Measurement Framework

    | (2) The target level of FFO Per Share for 2024 was set below the FFO Per Share level achieved for purposes of the Company’s 2023 short-term incentives due to anticipated (at the time the target was set) reductions in year-over-year occupancy and one-time non-recurring income. Taking these circumstances into account at the time it established the goals, the Compensation Committee believed that the goals would be appropriately challenging. |

  97. 2024 Performance Measurement Framework

    | (3) Excludes short-term leasing. Target leasing levels may vary from year to year (and may be less than the prior year’s actual leasing levels, as was the case in setting the 2024 targets) based on anticipated (at the time the time the targets are set) lease terminations during the year and the amount of other space available to lease (and, in the case of new developments, space anticipated to become available to lease during the year). |

  98. 2024 Performance Measurement Framework

    Following the end of the year, the Compensation Committee determined the Company’s actual 2024 performance as disclosed in the chart above as to the financial and operational and balance sheet categories, determined that the Company’s 2024 performance in the corporate responsibility category was at target, determined individual performance, as discussed below, and applied the goal weightings set forth above to determine the aggregate total annual bonuses that were earned based on the Company’s 2024 performance. The Compensation Committee considered the individual contributions of the NEOs (other than Mr. Kilroy, as he did not participate in the 2024 short-term incentive plan) and felt that each executive had made significant contributions to the Company’s performance in 2024. Accordingly, the Compensation Committee set each executive’s individual performance at target (100%), except that it set the individual performance levels higher for the following executives to recognize their particularly strong contributions in 2024: Ms. Aman (115%), Mr. Paratte (110%), Ms. Roth (115%), and Mr. Trencher (115%). The chart below summarizes the Compensation Committee’s assessment of the Company’s 2024 achievement of each performance goal category.

  99. 2024 Performance Measurement Framework

    Long-Term Incentives 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 conditions. Each RSU represents and is paid in one share of our common stock, subject to the satisfaction of applicable performance and 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 performance and 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.

  100. Decisions for 2024

    | • | Three-fourths of our NEOs’ total annual equity award are RSUs subject to performance-based conditions (“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 performance period. Based on its assessment of business conditions and opportunities at the time of grant of the awards, the Compensation Committee set the 2024 operational goal (i.e., the FFO (As Adjusted) Per Share metric) for the performance-based RSUs below the goal used for the prior year. |

  101. Decisions for 2024

    | • | 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 vesting is subject to continued service through the applicable vesting date. |

  102. Decisions for 2024

    | • | 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 |

  103. Decisions for 2024

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

  104. 2024 Annual Equity Award Values

    2024 Annual Equity Award Values In February 2024, the Compensation Committee granted each NEO (other than Messrs. Kuehling and Kilroy) an annual equity award consisting of 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 2024 annual equity award was appropriate based on its consideration of the factors listed on page 49. Mr. Kuehling did not receive an annual equity award in 2024 because he was not employed with the Company when the awards were granted. Mr. Kilroy did not receive an annual equity award for 2024 because he retired before the awards were granted.

  105. 2024 Annual Equity Award Values

    | Named Executive | Time-Based RSUs(1) (25%) | Target Performance- Based RSUs(1) (75%) | Total Equity Award | | Angela Aman | $875,000 | $2,625,000 | $3,500,000 | | Justin Smart | $687,500 | $2,062,500 | $2,750,000 | | Jeffrey Kuehling | — | — | — | | A. Robert Paratte | $425,000 | $1,275,000 | $1,700,000 | | Heidi Roth | $250,000 | $750,000 | $1,000,000 | | Eliott Trencher | $330,000 | $990,000 | $1,320,000 | | John Kilroy | — | — | — | | (1) These amounts are the values approved by the Compensation Committee in February 2024 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. | | | |

  106. 2024 Annual Equity Award Values

    In addition to the annual equity awards discussed above, Ms. Aman and Mr. Kuehling each received an initial equity award of RSUs pursuant to their respective employment agreements in connection with joining the Company. Each initial award was intended to induce the executive to accept our offer of employment and to compensate the executive for a portion of the compensation opportunities that the executive forfeited with the executive’s prior employer in accepting employment with Kilroy. See “Employment Agreement with Angela M. Aman” and “Employment Agreement with Jeffrey Kuehling.”

  107. 2024 Performance-Based RSUs

    2024 Performance-Based RSUs The 2024 performance-based RSUs vest when the Compensation Committee determines if, and to the extent, the performance conditions have been achieved by the Company. Such determination will be made by the Compensation Committee in the first quarter of 2027. The total number of 2024 performance-based RSUs that ultimately vest will be determined as follows:

  108. 2024 Performance-Based RSUs

    | 1. | The target number of performance-based RSUs granted to each NEO is first multiplied by an FFO (As Adjusted) Per Share modifier that ranges from 0% to 150% (and 0% to 175% in the case of Ms. Aman). This modifier is determined by the Company’s FFO (As Adjusted) Per Share for 2024 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). |

  109. 2024 Performance-Based RSUs

    | FFO (As Adjusted) Per Share (for 2024)* | FFO (As Adjusted) Per Share Modifier* (for NEOs except Ms. Aman) | FFO (As Adjusted) Per Share Modifier* (for Ms. Aman) | | $4.25 or greater | 150% | 175% | | $4.175 | 100% | 100% | | $4.10 | 50% | 25% | | Less than $4.10 | 0% (complete forfeiture) | 0% (complete forfeiture) | | * Determined on a pro-rata basis between points | | |

  110. 2024 Performance-Based RSUs

    | 54 | PROXY STATEMENT | KILROY REALTY |

  111. 2024 Performance-Based RSUs

    The Banked Shares subject to the award are then subject to additional performance conditions as follows:

  112. 2024 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 Ms. Aman). 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 (2024-2026) 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. |

  113. 2024 Performance-Based RSUs

    | TSR Percentile Ranking* (2024-2026) — 50.0% Weight | TSR Modifier* (for NEOs except Ms. Aman) | TSR Modifier* (for Ms. Aman) | | 80th percentile or greater | 150% | 175% | | 50th percentile | 100% | 100% | | 20th percentile or lower | 50% | 25% | | * Determined on a pro-rata basis between points | | |

  114. 2024 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 Ms. Aman’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 Ms. Aman’s award and by up to 50% for our other NEOs’ awards.

  115. 2024 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 Ms. Aman). 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 (2024-2026) calculated in the manner described in the “Description of Plan-Based Awards – Performance-Based RSUs” section below. |

  116. 2024 Performance-Based RSUs

    | Average Net Debt to EBITDA Ratio* (2024-2026) — 50.0% Weight | Average Net Debt to EBITDA Ratio Modifier* (for NEOs except Ms. Aman) | Average Net Debt to EBITDA Ratio Modifier* (for Ms. Aman) | | 6.30x or less | 150% | 175% | | 6.80x | 100% | 100% | | 7.30x or higher | 50% | 25% | | * Determined on a pro-rata basis between points | | |

  117. 2024 Performance-Based RSUs

    The FFO (As Adjusted) Per Share measure applies to the 2024 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 financial and operational performance. If the threshold level of FFO (As Adjusted) Per Share shown above is not achieved, the entire award is forfeited with no opportunity to vest in a future year. The FFO (As Adjusted) Per Share level corresponding to the target level of performance (100% vesting) was set lower than the actual level of performance attained in 2023 due to anticipated (at the time the target was set) reductions in year-over-year occupancy and one-time non-recurring income. Taking these circumstances into account at the time it established the goals, the Compensation Committee believed that the goals would be appropriately challenging. The TSR Percentile Ranking over the three-year performance period modifier was included to further align the interests and potential rewards of our executives 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 further incentivize prudent and disciplined management of the Company’s 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 drive levered earnings.

  118. 2024 Performance-Based RSUs

    | KILROY REALTY | PROXY STATEMENT | 55 |

  119. 2024 Performance-Based RSUs

    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 Ms. Aman reflected her responsibility for the overall performance of the Company. Please see the discussion under “Named Executive Officer Compensation Tables — Description of Plan-Based Awards — Performance-Based RSUs” beginning on page 77 below for more information on determining FFO (As Adjusted) 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 2024 and discussed above:

  120. 2024 Performance-Based RSUs

    | 56 | PROXY STATEMENT | KILROY REALTY |

  121. 2024 FFO Performance Under 2024 Annual Equity Awards

    2024 FFO Performance Under 2024 Annual Equity Awards In February 2025, the Compensation Committee determined that the Company’s 2024 FFO (As Adjusted) Per Share, when determined in accordance with the 2024 RSU award agreement, was $4.59. As a result, 150% (175% for Ms. Aman) of the target number of performance-based RSUs awarded in 2024 to the NEOs 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 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 three-year performance period.

  122. 2023 FFO Performance Under 2023 Annual Equity Awards

    2023 FFO Performance Under 2023 Annual Equity Awards In February 2023, the Compensation Committee awarded RSUs to the NEOs (other than Ms. Aman and Mr. Kuehling) that had a structure similar to the RSUs awarded in February 2024. The 2023 RSUs are described more fully in the Company’s proxy statement for the 2024 annual meeting of stockholders. In February 2024, the Compensation Committee determined that the Company’s 2023 FFO (As Adjusted) Per Share, when determined in accordance with the 2023 RSU award agreement, was $4.74. Added back to the reported FFO Per Share for purposes of this determination and in accordance with the terms of the award agreements were costs of $0.12 per share in 2024 related to Mr. Kilroy’s retirement. 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 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 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 shortened 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.

  123. 2024 Performance Under 2022 Annual Equity Awards

    2024 Performance Under 2022 Annual Equity Awards In January 2022, the Compensation Committee awarded RSUs to the NEOs (other than Ms. Aman and Mr. Kuehling) that had a structure similar to the RSUs awarded in February 2024. 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 (As Adjusted) Per Share, when determined 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 were unbudgeted costs of $0.09 per share incurred in 2022. As a result, the Compensation Committee made a final determination in February 2025 that 183.8% of the target number of performance-based RSUs awarded in 2022 to each NEO vested (other than as to the award granted to Mr. Kilroy). The Compensation Committee’s final determination was based on (a) 150% of the target number of 2022 performance-based RSUs awarded to each NEO being Banked Shares as a result of the Company’s 2022 FFO (As Adjusted) Per Share performance, (b) a 95% 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 three-year performance period being at the 60th percentile, and (c) a 150% adjustment with respect to 50% of the Banked Shares as a result of the Company’s 5.56x Average Net Debt to EBITDA Ratio over the three-year performance period. 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 shortened performance period ending in connection with Mr. Kilroy’s retirement, that Mr. Kilroy’s performance-based RSUs awarded in 2022 would vest at 234.1% of the target level.

  124. 2024 Performance Under 2022 Annual Equity Awards

    | KILROY REALTY | PROXY STATEMENT | 57 |

  125. 2024 Performance Under 2022 Annual Equity Awards

    Additional Compensation Elements

  126. 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 Kilroy Realty Corporation 2006 Incentive Award Plan, as amended and restated (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 results in participants holding RSUs for a longer period, we believe the Stock Award Deferral Program enhances the alignment between management and stockholder interests.

  127. 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 occurs. Instead, time-based RSU awards granted to our NEOs generally vest in connection with a change in control only if the award is to be terminated (and will not be continued, substituted, or assumed) in connection with the transaction. In the case of the performance-based RSUs granted to our NEOs, performance is generally measured for the portion of the performance period through the date of the transaction, and the number of shares subject to the award based on that performance measurement become time-based RSUs with vesting subject to continued service through the original performance period. 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 — 2024,” “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 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 service 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:

  128. 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. |

  129. Severance and Change in Control Arrangements

    | KILROY REALTY | PROXY STATEMENT | 59 |

  130. 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). |

  131. 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 vested in one installment on the first anniversary of the Succession Date. 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 Kilroy. |

  132. 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. |

  133. 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 that are made available to the Company’s executive officers generally. |

  134. Severance and Change in Control Arrangements

    | • | In connection with her relocation to Los Angeles, Ms. Aman was 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 then-current principal residence), (iii) any deposits or tuition for private schools for her children for the then-current school year that could be recovered, and (iv) any taxes she may have incurred in connection with such reimbursements, provided that Ms. Aman completed 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. |

  135. 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.

  136. Severance and Change in Control Arrangements

    | 60 | PROXY STATEMENT | KILROY REALTY |

  137. Severance and Change in Control Arrangements

    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 result in a better after-tax position for Ms. Aman than receiving the benefits in full. 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 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 received 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 continued to serve as a member of the Board and as Chair of the Board until the Company’s 2024 annual meeting of stockholders. Following his Retirement Date, Mr. Kilroy was 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 $75,000 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 have served. 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).

  138. Severance and Change in Control Arrangements

    | KILROY REALTY | PROXY STATEMENT | 61 |

  139. Severance and Change in Control Arrangements

    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 occurred, Mr. Kilroy was entitled to a consulting fee of $92,000 per month. For the remainder of the Consulting Period, the fee was reduced to $80,000 for each month. The monthly consulting fee would increase by $15,000 if Mr. Kilroy were no longer receiving 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. Employment Agreement with Jeffrey Kuehling On July 30, 2024, the Board appointed Jeffrey Kuehling to serve as CFO of the Company, effective as of August 19, 2024 (the “CFO Transition Date”). In connection with his appointment as CFO, the Company, the Operating Partnership, and Mr. Kuehling entered into an Employment Agreement (the “Kuehling Employment Agreement”) that provides for Mr. Kuehling’s employment with the Operating Partnership and service in the position of CFO of the Company beginning on the CFO Transition Date. The terms of the Kuehling Employment Agreement were negotiated with Mr. Kuehling and include the following compensation and benefits for him while he serves in this position:

  140. Severance and Change in Control Arrangements

    | • | Mr. Kuehling will be entitled to an annual base salary of $475,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time. |

  141. Severance and Change in Control Arrangements

    | • | Mr. Kuehling 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). Mr. Kuehling’s annual target and maximum bonus opportunities will be 100% and 150%, respectively, of his base salary for the corresponding fiscal year. |

  142. Severance and Change in Control Arrangements

    | • | Effective on August 19, 2024, the Company granted Mr. Kuehling an initial award of 20,373 RSUs under the 2006 Plan (equal to $700,000 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 Transition Date, rounded to the nearest whole unit). The award will vest in one installment on January 6, 2026, subject to Mr. Kuehling’s continued employment through the vesting date. This initial award was intended to induce Mr. Kuehling to accept our offer of employment and to compensate Mr. Kuehling for a portion of the compensation opportunities that he forfeited with his prior employer in accepting employment with Kilroy. |

  143. Severance and Change in Control Arrangements

    | • | Additional equity awards for Mr. Kuehling, commencing with awards for fiscal year 2025, will be in the discretion of the Board (or a committee thereof), provided that Mr. Kuehling’s annual equity award for fiscal year 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 $750,000. |

  144. Severance and Change in Control Arrangements

    | • | Mr. Kuehling 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 that are made available to the Company’s executive officers generally. |

  145. Severance and Change in Control Arrangements

    | • | In connection with his relocation to Los Angeles, Mr. Kuehling was entitled to reimbursement for up to $50,000 in the aggregate for relocation costs, plus reimbursement for any taxes he may have incurred in connection with such reimbursements, provided that Mr. Kuehling completed his relocation by September 30, 2024. |

  146. Severance and Change in Control Arrangements

    The term of Mr. Kuehling’s employment under the Kuehling Employment Agreement is for an initial term commencing on the CFO Transition Date and ending on March 1, 2027, 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 Mr. Kuehling.

  147. Severance and Change in Control Arrangements

    | 62 | PROXY STATEMENT | KILROY REALTY |

  148. Severance and Change in Control Arrangements

    The Employment Agreement generally provides that if Mr. Kuehling’s employment with the Company is terminated by the Company without Cause or by Mr. Kuehling for Good Reason, Mr. Kuehling will be entitled to receive the following separation benefits: (1) a severance payment equal to one times the sum of his annual base salary and target annual incentive bonus, paid out in installments over the one-year period following his separation date; (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the number of days of employment during the year); and (3) payment or reimbursement of Mr. Kuehling’s premiums to continue healthcare coverage under COBRA for up to 18 months. If such a termination of Mr. Kuehling’s employment by the Company without Cause or by him for Good Reason occurs during the period within 60 days before a Change in Control (as defined in the Employment Agreement) of the Company or at any time after such a Change in Control, Mr. Kuehling will be entitled to (a) a severance payment equal to one times the sum of his annual base salary and his 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 his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the number of days of employment during the year); (c) payment or reimbursement of Mr. Kuehling’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 Mr. Kuehling 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 Mr. Kuehling 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. Mr. Kuehling’s receipt of the separation benefits described above is conditioned on him delivering a release of claims in favor of the Company. Mr. Kuehling is not entitled to a tax gross-up payment if any of his benefits are subject to taxation under Sections 280G and 4999 of the Internal Revenue Code, but his benefits will be reduced to the extent necessary to avoid such taxes if such a reduction in benefits would result in a better after-tax position for Mr. Kuehling than receiving the benefits in full. If Mr. Kuehling’s employment terminates due to his death or disability, he would be entitled to payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends. Amended Employment Agreement with Eliott Trencher In connection with Mr. Kuehling joining the Company as CFO, on July 30, 2024, the Company, the Operating Partnership and Mr. Trencher entered into an amendment (the “Amendment”) to Mr. Trencher’s employment agreement with the Company and the Operating Partnership dated March 3, 2023. The Amendment reflected the change in Mr. Trencher’s position effective as of the CFO Transition Date and provided that the transition would not reduce Mr. Eliott’s then-current base salary or target level of annual cash award or constitute good reason for severance purposes. Each of our NEOs employed with us in February 2025, other than Mr. Kuehling, received an increase in base salary and target annual cash incentive from the level in effect at the end of 2024. For each NEO, the increase was 1.8% to 2.5% of base salary. The Compensation Committee determined that these increases were appropriate based on its consideration of the factors listed on page 49. The structure of the Company’s annual cash incentive program for 2025 is similar to the annual cash incentive program in effect for 2024 and the structure of the Company’s annual equity awards for 2025 remain substantially the same as the awards for 2024, except as noted below.

  149. Severance and Change in Control Arrangements

    | KILROY REALTY | PROXY STATEMENT | 63 |

  150. Severance and Change in Control Arrangements

    The executive annual cash incentive program framework for 2025 will include a liquidity ratio instead of debt to EBITDA ratio for the balance sheet management category. In addition, category and metric weightings have been revised. The 2025 framework will include the same four categories, each specifically weighted: an operations measurement category with three financial goals (including FFO (As Adjusted) Per Share, executed square footage of leases signed in the operating portfolio, and executed square footage of leases signed in the development portfolio, weighted 30%, 20%, and 10%, respectively, of the overall incentive opportunity), a balance sheet management measurement category (liquidity ratio, weighted 10% of the overall incentive opportunity), a corporate responsibility measurement category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity). Consistent with the 2024 structure, each of the operations measurement category’s three goals, as well as the balance sheet measurement category’s goal, will have 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. The net debt to adjusted EBITDA ratio measure was replaced with the liquidity ratio measure so that the balance sheet measure used in the executive annual cash incentive program would not be the same as the net debt to adjusted EBITDA ratio measure used under our performance-based RSUs. The Compensation Committee determined that FFO (As Adjusted) Per Share will remain a performance measure under both our performance-based RSUs and our 2025 annual cash incentive program because we believe it is a critical measure of both our short-term and long-term success. In addition, the individual performance assessment will include goals specific to each individual executive. Additionally, under the terms of the performance-based RSUs awarded in 2025, the target TSR Percentile Ranking to achieve 100% vesting for the portion of the award subject to the TSR modifier was set at the 51st percentile (rather than the 50th percentile) of the applicable comparison group of companies.

  151. HOW WE MAKE COMPENSATION DECISIONS

    During 2024, Korn Ferry received $436,250 in fees for providing executive and director search services to the Company, and Korn Ferry received $202,500 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 evaluations of and recommendations regarding the compensation of our executive officers (other than for the CEO) to the Compensation Committee. Our CEO presents the overall results of the Company’s performance and achievement of historical and go-forward business objectives, and provides input on peer group selection and the design of the executive compensation program, from management’s perspective. Our CEO, CFO, and Chief Administrative Officer also collectively 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 the executive may have particular knowledge or expertise, None of our NEOs otherwise had any role in determining the compensation of our NEOs. None of our NEOs are members of the Compensation Committee. 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.

  152. HOW WE MAKE COMPENSATION DECISIONS

    When assessing the executive compensation peer group to be used for 2024, the Compensation Committee considered platform size, asset class, and geographic overlap, as well as our business’ forward-looking strategic priorities. With these perspectives in mind and with Korn Ferry’s input, the Compensation Committee continued to assess potential peer group companies based on factors such as financial alignment, office REIT focus, West Coast portfolio concentration, and each company’s focus on development of its properties. After consideration of these criteria, in December 2024, the Compensation Committee elected to maintain the existing 2023 peer group, which consists of the 14 publicly-traded REITs, as highlighted in the table below.

  153. 2024 Pay Decision Peer Group: KRC Alignment Characteristics

    2024 Pay Decision Peer Group: KRC Alignment Characteristics

  154. 2024 Pay Decision Peer Group: KRC Alignment Characteristics

    | Company | Total Revenues(1) | Equity Market Cap(2) | Total Assets(3) | | | (MM) | (MM) | (MM) | | Alexandria Real Estate Equities, Inc. | $3,123 | $17,048 | $37,527 | | Boston Properties, Inc. | $3,380 | $11,757 | $26,085 | | Corporate Office Properties Trust | $754 | $3,481 | $4,254 | | Cousins Properties Incorporated | $854 | $5,136 | $8,802 | | Douglas Emmett, Inc. | $989 | $3,108 | $9,404 | | Healthpeak Properties, Inc. | $2,700 | $14,178 | $19,938 | | Highwoods Properties, Inc. | $830 | $3,242 | $6,029 | | Hudson Pacific Properties, Inc. | $835 | $427 | $8,132 | | JBG SMITH Properties | $547 | $1,298 | $5,021 | | Paramount Group, Inc. | $710 | $1,075 | $7,872 | | Rexford Industrial Realty, Inc. | $936 | $8,582 | $12,648 | | SL Green Realty Corp. | $707 | $4,801 | $10,470 | | The Macerich Company | $899 | $4,891 | $8,567 | | Vornado Realty Trust | $1,900 | $8,015 | $15,999 | | 75th Percentile | $1,672 | $8,440 | $15,161 | | 50th Percentile | $877 | $4,846 | $9,103 | | 25th Percentile | $773 | $3,141 | $7,937 | | Kilroy Realty Corporation | $1,136 | $4,775 | $10,898 |

  155. 2024 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 December 31, 2024. |

  156. 2024 Pay Decision Peer Group: KRC Alignment Characteristics

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

  157. 2024 Pay Decision Peer Group: KRC Alignment Characteristics

    | (3) Per S&P Capital IQ database’s definition of Total Assets, based on the trailing 12 months of publicly reported data as of December 31, 2024. |

  158. 2024 Pay Decision Peer Group: KRC Alignment Characteristics

    | 66 | PROXY STATEMENT | KILROY REALTY |

  159. 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, 2024, all of our NEOs had met the minimum required level of ownership (600% of base salary for Ms. Aman and 300% of base salary for all of our other NEOs), other than Mr. Kuehling, who has over five years remaining to attain the guideline level of ownership.

  160. COMPENSATION GOVERNANCE PRACTICES

    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 stock options) and shares having a fair market value equal to the executive’s expected tax liability resulting from the award.

  161. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024 The following table sets forth summary information regarding compensation of our NEOs for all services rendered to us in all capacities in 2022, 2023, and 2024.

  162. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | Name & Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compen- sation (2) ($) | All Other Compen- sation (3) ($) | Total (4) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Angela Aman(5) Chief Executive Officer | 2024 | 757,949 | — | 7,545,908 | 1,775,000 | 690,856 | 10,769,713 | | Justin Smart President | 2024 | 600,000 | — | 2,773,472 | 1,113,750 | 124,816 | 4,612,038 | | | 2023 | 600,000 | — | 2,761,749 | 1,125,000 | 121,906 | 4,608,655 | | | 2022 | 550,000 | — | 1,951,721 | 687,500 | 112,420 | 3,301,640 | | Jeffrey Kuehling(5) Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 176,609 | — | 700,016 | 217,410 | 16,543 | 1,110,579 | | A. Robert Paratte Executive Vice President, Chief Leasing Officer | 2024 | 550,000 | — | 1,714,508 | 691,625 | 115,059 | 3,071,192 | | | 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 | | Heidi Roth(5) Executive Vice President, Chief Administrative Officer | 2024 | 525,000 | — | 1,008,556 | 665,438 | 117,971 | 2,316,965 | | | 2023 | 525,000 | — | 1,004,309 | 656,250 | 113,861 | 2,299,420 | | Eliott Trencher(5) Executive Vice President, Chief Investment Officer and Former Chief Financial Officer | 2024 | 550,000 | — | 1,331,250 | 697,125 | 87,184 | 2,665,559 | | | 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 | | John Kilroy(5) Former Chief Executive Officer | 2024 | 172,000 | — | — | — | 19,157,047 | 19,329,047 | | | 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 |

  163. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | (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 2024 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. |

  164. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | KILROY REALTY | PROXY STATEMENT | 71 |

  165. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    As discussed in the CD&A, in 2022, 2023, and 2024, 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’s 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 the grant date of the awards. For more information on the assumptions made in the Monte Carlo simulation pricing model, refer to Note 16 “— 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 2022, 2023, and 2024, between 0% and 225% (between 0% and 306.25% in the case of the awards granted to Ms. Aman and 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 2022, 2023, and 2024 (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 2022, 2023, and 2024, 225% of the target level for awards other than the awards for Ms. Aman and Mr. Kilroy and 306.25% in the case of the awards granted to Ms. Aman and Mr. Kilroy).

  166. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | 2022 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | Justin Smart | $1,476,702 | $3,206,376 | | A. Robert Paratte | $1,321,272 | $2,868,885 | | Eliott Trencher | $388,613 | $843,798 | | John Kilroy | $5,539,404 | $16,078,270 | | 2023 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | Justin Smart | $2,074,218 | $4,640,656 | | A. Robert Paratte | $1,282,261 | $2,868,806 | | Heidi Roth | $754,276 | $1,687,544 | | Eliott Trencher | $905,123 | $2,025,035 | | John Kilroy | $5,301,657 | $16,078,177 | | 2024 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | Angela Aman | $2,670,868 | $8,039,077 | | Justin Smart | $2,085,946 | $4,640,645 | | Jeffrey Kuehling | — | — | | A. Robert Paratte | $1,289,503 | $2,868,782 | | Heidi Roth | $758,530 | $1,687,514 | | Eliott Trencher | $1,001,250 | $2,227,500 | | John Kilroy | — | — |

  167. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | (2) As described in the CD&A, each of the NEOs received a cash short-term incentive under the Company’s 2024 annual incentive program in the amount reported in column (g) of the table. |

  168. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | 72 | PROXY STATEMENT | KILROY REALTY |

  169. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | (3) The following table identifies the items reported in the “All Other Compensation” column of the table for each NEO in 2024: |

  170. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | 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 | Other* | Total Benefits | | Angela Aman | — | — | — | — | — | — | $690,856 | $690,856 | | Justin Smart | $3,435 | $25,000 | — | $60,000 | $15,250 | $21,131 | — | $124,816 | | Jeffrey Kuehling | — | — | — | — | $990 | — | $15,554 | $16,543 | | A. Robert Paratte | $3,770 | $25,000 | — | $55,000 | $15,250 | $16,039 | — | $115,059 | | Heidi Roth | $6,115 | $25,000 | — | $52,500 | $15,250 | $19,107 | — | $117,971 | | Eliott Trencher | $6,115 | — | — | $55,000 | $11,500 | $14,569 | — | $87,184 | | John Kilroy | $510 | — | $130,768 | — | $15,250 | $860 | $19,009,659 | $19,157,047 |

  171. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | * The terms of Mr. Kilroy’s Transition Agreement with the Company and the Operating Partnership are described under “Transition Agreement with John Kilroy” and “Named Executive Officer Compensation Tables — Potential Payments Upon Termination or Change in Control.” The amounts included in the “Other” column above for Mr. Kilroy include $5,416 in club dues and the following retirement benefits provided to Mr. Kilroy in accordance with the Transition Agreement and his employment agreement: (i) cash retirement payment of $16,948,475 (this amount represents Mr. Kilroy’s $16,225,000 retirement payment plus $723,475 in interest required pursuant to the terms of Mr. Kilroy’s employment agreement, as payment of this amount was subject to a six-month payment delay pursuant to Internal Revenue Code Section 409A), (ii) $651,005 of accrued and unpaid vacation time through Mr. Kilroy’s retirement date, (iii) an estimated $187,700 to continue healthcare coverage under COBRA for Mr. Kilroy and his eligible dependents for three years, and (iv) $261,536, which is the total of the annual payments to continue life insurance coverage for Mr. Kilroy for three years. In addition, the “Other” column for Mr. Kilroy includes $928,000 in consulting fees paid to Mr. Kilroy in 2024 pursuant to his Transition Agreement with the Company as well as $27,527 paid to Mr. Kilroy pursuant to his Transition Agreement and our compensation arrangements for non-employee directors for his service as a non-employee director following his retirement through his last day of service on the Board. For Ms. Aman, the amount included in the “Other” column includes the following payments by the Company provided for in her employment agreement with the Company in connection with Ms. Aman’s relocation to the Los Angeles area: $17,714 in temporary housing costs, $147,288 in travel and other relocation costs, $148,750 in broker’s fees, $25,000 in legal expenses, and $352,104 for taxes incurred by Ms. Aman in connection with these payments. For Mr. Kuehling, the amount included in this column represents relocation costs paid by the Company. |

  172. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    As discussed under “Other Matters — Certain Relationships and Related Party Transactions,” during 2024 the Company was a party to a time-sharing agreement with Mr. Smart, Mr. Paratte, Ms. Roth, and Mr. Kilroy (until his January 21, 2024 retirement date) for the use of an aircraft that was 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 owned 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 could, pursuant to the time-sharing agreement, use the aircraft for personal travel when the aircraft was not being used for business purposes. In addition, if there was open space available on a flight that had been arranged for business purposes, a non-business guest of an NEO could on occasion travel on that flight. There was no personal use of the aircraft by an NEO during 2024. During 2024, the Company determined that, on balance, it was appropriate to dispose of the aircraft. Accordingly, the aircraft was sold, and these time-sharing arrangements ended on November 22, 2024.

  173. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | (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 83. |

  174. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | (5) Ms. Aman assumed the role of CEO on January 22, 2024, after Mr. Kilroy retired as CEO of the Company on January 21, 2024. Mr. Trencher served as Executive Vice President, CFO, and Chief Investment Officer until Mr. Kuehling assumed the role of CFO on August 19, 2024. In accordance with applicable SEC rules, only compensation information for the years in which Ms. Aman, Mr. Kuehling, or Ms. Roth was a named executive officer is included in the table above. |

  175. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    Employment Agreements — Salary and Short-Term Incentive (Annual Cash Bonus) Amounts We have entered into employment agreements with each of Ms. Aman, Mr. Smart, Mr. Kuehling, Ms. Roth, and Mr. Trencher. Mr. Kilroy was also a party to an employment agreement with the Company prior to his retirement. The provisions of these agreements regarding severance are discussed under “Potential Payments Upon Termination or Change in Control” below. During 2024, we did not have an employment agreement with Mr. Paratte. Our employment agreement with each of Ms. Aman and Mr. Kuehling is discussed on pages 59-63, and the Transition Agreement entered into with Mr. Kilroy is discussed on pages 61-62.

  176. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | KILROY REALTY | PROXY STATEMENT | 73 |

  177. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    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, 2026 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 to President, 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, CFO, 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 employment agreement was amended on July 30, 2024 to reflect reassignment of the CFO title to Mr. Kuehling and to provide that Mr. Trencher would continue to serve as Executive Vice President and 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. Mr. Trencher’s annual rate of base salary was increased to $550,000 in 2024. 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 and 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 that he will participate in the Company’s executive and employee benefit plans and programs. 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, 2026 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. Ms. Roth’s annual rate of base salary has been increased since 2016, and was $525,000 in 2024. 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.

  178. SUMMARY COMPENSATION TABLE — 2022, 2023, AND 2024

    | 74 | PROXY STATEMENT | KILROY REALTY |

  179. GRANTS OF PLAN-BASED AWARDS — 2024

    GRANTS OF PLAN-BASED AWARDS — 2024 The following table sets forth summary information regarding the incentive awards granted to our NEOs during 2024.(1)

  180. GRANTS OF PLAN-BASED AWARDS — 2024

    | | | 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) | | Angela Aman | 1/22/2024 | — | — | — | — | — | — | 101,627 | — | — | 4,000,039 | | | 2/1/2024 | — | — | — | — | — | — | 24,858 | — | — | 875,002 | | | 2/1/2024 | — | — | — | 4,660 | 74,574 | 228,382 | — | — | — | 2,670,868 | | | 2/1/2024 | — | 1,400,000 | 2,100,000 | — | — | — | — | — | — | — | | Justin Smart | 2/1/2024 | — | — | — | — | — | — | 19,532 | — | — | 687,526 | | | 2/1/2024 | — | — | — | 14,648 | 58,594 | 131,836 | — | — | — | 2,085,946 | | | 2/1/2024 | — | 900,000 | 1,350,000 | — | — | — | — | — | — | — | | Jeffrey Kuehling | 8/19/2024 | — | — | — | — | — | — | 20,373 | — | — | 700,016 | | | 8/19/2024 | — | 175,703 | 263,554 | — | — | — | — | — | — | — | | A. Robert Paratte | 2/1/2024 | — | — | — | — | — | — | 12,074 | — | — | 425,005 | | | 2/1/2024 | — | — | — | 9,055 | 36,222 | 81,499 | — | — | — | 1,289,503 | | | 2/1/2024 | — | 550,000 | 825,000 | — | — | — | — | — | — | — | | Heidi Roth | 2/1/2024 | — | — | — | — | — | — | 7,103 | — | — | 250,026 | | | 2/1/2024 | — | — | — | 5,326 | 21,307 | 47,940 | — | — | — | 758,530 | | | 2/1/2024 | — | 525,000 | 787,500 | — | — | — | — | — | — | — | | Eliott Trencher | 2/1/2024 | — | — | — | — | — | — | 9,375 | — | — | 330,000 | | | 2/1/2024 | — | — | — | 7,031 | 28,125 | 63,281 | — | — | — | 1,001,250 | | | 2/1/2024 | — | 550,000 | 825,000 | — | — | — | — | — | — | — | | John Kilroy | — | — | — | — | — | — | — | — | — | — | — |

  181. GRANTS OF PLAN-BASED AWARDS — 2024

    | (1) The table includes the target and maximum 2024 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 2024. Pursuant to his Transition Agreement, Mr. Kilroy did not participate in the short-term incentive program for 2024. Mr. Kuehling’s short-term incentive opportunities were pro-rated for the portion of 2024 that he was employed by the Company. |

  182. GRANTS OF PLAN-BASED AWARDS — 2024

    | (2) The threshold level of the performance-based RSUs granted in February 2024 is presented based on achieving the threshold level of FFO (As Adjusted) Per Share for 2024 as well as the threshold level of performance over the three-year performance period for both the Company’s TSR Percentile Ranking and the Company’s Average Net Debt to EBITDA Ratio. |

  183. GRANTS OF PLAN-BASED AWARDS — 2024

    | (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 2024 Form 10-K filed with the SEC. Also see footnote (1) to the Summary Compensation Table above. Pursuant to his Transition Agreement, Mr. Kilroy did not receive an equity award from the Company in 2024. |

  184. GRANTS OF PLAN-BASED AWARDS — 2024

    | 76 | PROXY STATEMENT | KILROY REALTY |

  185. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024 The following table sets forth summary information regarding the outstanding stock awards held by each of our NEOs as of December 31, 2024, including the vesting dates for the portions of these awards that had not vested as of that date. No NEO held any option awards as of December 31, 2024.

  186. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | | | 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) | | Angela Aman | 1/22/2024 | 106,516(3) | 4,308,583 | — | — | | | 2/1/2024 | 26,054(4) | 1,053,881 | — | — | | | 2/1/2024 | — | — | 136,783(5) | 5,532,875 | | Justin Smart | 1/28/2022 | — | — | 39,594(6) | 1,601,570 | | | 1/28/2022 | 8,374(7) | 338,719 | — | — | | | 2/6/2023 | — | — | 87,210(8) | 3,527,652 | | | 2/6/2023 | 18,918(9) | 765,227 | — | — | | | 2/1/2024 | — | — | 92,119(5) | 3,726,231 | | | 2/1/2024 | 20,472(4) | 828,080 | — | — | | Jeffrey Kuehling | 8/19/2024 | 20,666(10) | 835,952 | — | — | | A. Robert Paratte | 1/28/2022 | — | — | 35,426(6) | 1,432,995 | | | 1/28/2022 | 2,624(7) | 106,148 | — | — | | | 2/6/2023 | — | — | 53,912(8) | 2,180,759 | | | 2/6/2023 | 7,987(9) | 323,075 | — | — | | | 2/1/2024 | — | — | 56,947(5) | 2,303,504 | | | 2/1/2024 | 12,655(4) | 511,890 | — | — | | Heidi Roth | 1/28/2022 | — | — | 20,839(6) | 842,947 | | | 1/28/2022 | 1,544(7) | 62,451 | — | — | | | 2/6/2023 | — | — | 31,713(8) | 1,282,807 | | | 2/6/2023 | 4,699(9) | 190,066 | — | — | | | 2/1/2024 | — | — | 33,498(5) | 1,354,999 | | | 2/1/2024 | 7,445(4) | 301,139 | — | — | | Eliott Trencher | 1/28/2022 | — | — | 10,420(6) | 421,473 | | | 1/28/2022 | 2,317(7) | 93,724 | — | — | | | 2/6/2023 | — | — | 38,056(8) | 1,539,355 | | | 2/6/2023 | 5,639(9) | 228,088 | — | — | | | 2/1/2024 | — | — | 44,217(5) | 1,788,583 | | | 2/1/2024 | 9,826(4) | 397,463 | — | — | | John Kilroy | | — | — | — | — |

  187. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | 80 | PROXY STATEMENT | KILROY REALTY |

  188. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (1) The number of shares or units shown in columns (g) and (i) includes dividend equivalents credited with respect to the award as of December 31, 2024. Dividend equivalents vest at the same time and subject to the same conditions as the award to which they relate. |

  189. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (2) The dollar amounts shown in columns (h) and (j) are determined by multiplying the number of shares or units reported in columns (h) and (j), respectively, by $40.45 (the Company’s closing stock price on December 31, 2024). |

  190. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (3) This reflects an initial RSU award of 101,627 units granted to Ms. Aman on January 22, 2024 in connection with her employment agreement, scheduled to vest on January 22, 2025. This one-time award was intended to induce Ms. Aman to accept our offer of employment and to compensate her for a portion of the compensation opportunities that she forfeited with her prior employer in accepting employment with Kilroy. |

  191. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (4) The unvested portions of these awards are each scheduled to vest in three equal installments on January 5, 2025, January 5, 2026 and January 5, 2027. |

  192. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (5) These are the unvested portions of the performance-based RSUs granted to our NEOs in February 2024, which are scheduled to vest on a three-year “cliff” basis on the first date following December 31, 2026 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 Ms. Aman), determined based on the Company’s FFO (As Adjusted) Per Share for 2024 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 Ms. Aman) based on the Company’s TSR Percentile Ranking for the three-year period 2024-2026, 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 Ms. Aman) based on the Company’s Average Net Debt to EBITDA Ratio for the three-year period 2024-2026. The amounts presented in the chart above reflect the number of Banked Shares for the award based on our actual FFO (As Adjusted) Per Share for 2024, 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 Ms. Aman). For purposes of the chart above, no adjustment has been made for the TSR Percentile Ranking and the Average Net Debt to EBITDA Ratio. |

  193. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (6) 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%, determined based on the Company’s FFO (As Adjusted) Per Share for 2022 against a pre-established target, (2) multiplying 50% of the Banked Shares by a percentage between 50% and 150% 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% 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 (As Adjusted) Per Share for 2022, representing 150% of the target number of shares subject to the award. For purposes of the chart above, no adjustment has been made for the TSR Percentile Ranking and the Average Net Debt to EBITDA Ratio. |

  194. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (7) The unvested portions of these awards are scheduled to vest on January 5, 2025. |

  195. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (8) 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%, determined based on the Company’s FFO (As Adjusted) Per Share for 2023 against a pre-established target, (2) multiplying 50% of the Banked Shares by a percentage between 50% and 150% based on the Company’s TSR Percentile Ranking for the three-year period 2023-2025, and (3) multiplying 50% of the Banked Shares by a percentage between 50% and 150% 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 (As Adjusted) Per Share for 2023, representing 150% of the target number of shares subject to the award. For purposes of the chart above, no adjustment has been made for the TSR Percentile Ranking and the Average Net Debt to EBITDA Ratio. |

  196. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (9) The unvested portions of these awards are each scheduled to vest in two equal installments on January 5, 2025 and January 5, 2026. |

  197. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | (10) This reflects an initial RSU award of 20,373 units granted to Mr. Kuehling on August 19, 2024 in connection with his employment agreement, scheduled to vest on January 6, 2026, subject to Mr. Kuehling’s continued employment. This one-time award was intended to induce Mr. Kuehling to accept our offer of employment and to compensate him for a portion of the compensation opportunities that he forfeited with his prior employer in accepting employment with Kilroy. Mr. Kuehling will be eligible for a performance-based annual equity award commencing in 2025. |

  198. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2024

    | KILROY REALTY | PROXY STATEMENT | 81 |

  199. OPTION EXERCISES AND STOCK VESTED — 2024

    OPTION EXERCISES AND STOCK VESTED — 2024 The following table summarizes the vesting of stock awards during 2024 that were previously granted to our NEOs. None of our NEOs held or exercised any Company stock options during 2024.

  200. OPTION EXERCISES AND STOCK VESTED — 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | (a) | (b) | (c) | | Angela Aman | — | — | | Justin Smart(2) | 74,871 | 2,698,325 | | Jeffrey Kuehling | — | — | | A. Robert Paratte(3) | 59,705 | 2,147,944 | | Heidi Roth(4) | 30,758 | 1,109,354 | | Eliott Trencher(5) | 6,924 | 278,887 | | John Kilroy(6) | 1,029,312 | 36,507,212 | | (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) 60,294 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2024 with a value of $2,180,797 and (ii) 14,577 RSUs with a value of $517,528 that were issued as dividend equivalents during 2024 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of these RSUs, 74,817 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2024 table below. (3) Includes (i) 52,349 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2024 with a value of $1,884,526 and (ii) 7,356 RSUs with a value of $263,418 that were issued as dividend equivalents during 2024 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. (4) Includes (i) 25,322 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2024 with a value of $914,499 and (ii) 5,436 RSUs with a value of $194,855 that were issued as dividend equivalents during 2024 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of these RSUs, 1,916 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2024 table below. (5) Includes (i) 6,270 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2024 with a value of $252,430 and (ii) 654 RSUs with a value of $26,457 that were issued as dividend equivalents during 2024 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. (6) Includes (i) 896,869 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2024 with a value of $31,855,586 and (ii) 132,443 RSUs with a value of $4,621,627 that were issued as dividend equivalents during 2024 and that (in accordance with the terms of the applicable awards granted in past years) were fully-vested upon issuance. Of the RSUs referenced in the preceding sentence, (a) 862,820 (with an aggregate value referenced in the preceding sentence of $30,514,773 upon vesting or issuance, as the case may be) became vested or payable upon Mr. Kilroy’s retirement, were subject to a six-month payment delay pursuant to Internal Revenue Code Section 409A, were actually paid on July 31, 2024, and had a value on the payment date (based on the closing price of our common stock on the payment date) of $45,245,755, and (b) 13,728 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation — 2024 table below. | | |

  201. OPTION EXERCISES AND STOCK VESTED — 2024

    | 82 | PROXY STATEMENT | KILROY REALTY |

  202. NONQUALIFIED DEFERRED COMPENSATION — 2024

    NONQUALIFIED DEFERRED COMPENSATION — 2024 The following table sets forth summary information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during 2024, and the total deferred amounts for the NEOs as of December 31, 2024.

  203. NONQUALIFIED DEFERRED COMPENSATION — 2024

    | 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) | | Angela Aman | — | — | — | — | — | | Justin Smart | 772,500 | 2,623,068 | 1,341,639 | — | 12,427,408 | | Jeffrey Kuehling | — | — | — | — | — | | A. Robert Paratte | 55,000 | 55,000 | 111,692 | (232,908) | 965,813 | | Heidi Roth | — | 121,550 | 269,502 | (416,224) | 3,105,512 | | Eliott Trencher | — | 55,000 | 44,352 | — | 410,928 | | John Kilroy | — | 494,710 | (467,817) | (14,765,074) | — |

  204. NONQUALIFIED DEFERRED COMPENSATION — 2024

    | (1) The amount reported as registrant contributions in 2024 under column (c) includes each NEO’s RSUs that vested in 2024 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 2024, 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 $2,563,068 for Mr. Smart, $69,050 for Ms. Roth, and $494,710 for Mr. Kilroy. The amounts reported as registrant contributions in the table above also include cash-settled obligations of $60,000 for Mr. Smart, $55,000 for Mr. Paratte, $52,500 for Ms. Roth, and $55,000 for Mr. Trencher, and are also included as 2024 compensation for the NEOs in the “All Other Compensation” column of the Summary Compensation Table. |

  205. NONQUALIFIED DEFERRED COMPENSATION — 2024

    | (2) The amount reported as aggregate earnings in 2024 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 31, 2024). No amounts reported in this column were reported as 2024 compensation for the NEOs in the Summary Compensation Table. |

  206. NONQUALIFIED DEFERRED COMPENSATION — 2024

    | (3) The balance at the end of 2024 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 2024 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. |

  207. NONQUALIFIED DEFERRED COMPENSATION — 2024

    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.

  208. NONQUALIFIED DEFERRED COMPENSATION — 2024

    | KILROY REALTY | PROXY STATEMENT | 83 |

  209. NONQUALIFIED DEFERRED COMPENSATION — 2024

    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 investment alternatives available under the Deferred Compensation Plan in 2024 consisted of a variety of publicly-available mutual funds with annual returns for 2024 ranging from 0.62% to 35.97%. Participants’ investment 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).

  210. NONQUALIFIED DEFERRED COMPENSATION — 2024

    | 84 | PROXY STATEMENT | KILROY REALTY |

  211. 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, 2024. For Mr. Kilroy, we have described the actual benefits he received in connection with his retirement effective January 21, 2024.

  212. John Kilroy

    John Kilroy 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 “Kilroy Termination Benefits”): (i) accrued but unpaid compensation through the date of termination (“Accrued Compensation”); (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 (“Vested and Accrued Benefits”); (vi) the settlement of any deferral arrangements in accordance with the plans and programs governing the deferral (“Vested Deferred Compensation”); (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 (the “COBRA Continuation Benefit”); 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 (the “Life Insurance Benefit”). 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 have granted 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 Kilroy Termination Benefits described above, except that the cash payment described above would be $16,225,000 (the “Lump Sum Cash Retirement Benefit”). 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 Kilroy 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. 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 CD&A above for additional information on Mr. Kilroy’s Transition Agreement. Mr. Kilroy did not receive any bonus for 2024, and he did not receive any new equity award grant or other new incentive compensation in 2024. In connection with his retirement, Mr. Kilroy was entitled to the retirement benefits provided under the outstanding equity awards granted to him by the Company prior to 2024 (summarized below), and he was entitled to the Accrued Compensation, Vested and Accrued Benefits, Vested Deferred Compensation, COBRA Continuation Benefit, Life Insurance Benefit, and the Lump Sum Cash Retirement Benefit required under his employment agreement and described above.

  213. John Kilroy

    | KILROY REALTY | PROXY STATEMENT | 87 |

  214. Table

    | Year (1) | Summary Compensation Table Total for First PEO (2) | Compensation Actually Paid to First PEO (3) | | Summary Compensation Table Total for Second PEO (2) | Compensation Actually Paid to Second 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: | | | | | | | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (5) | FFO (As Adjusted) Per Share (6) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | $19,329,047 | | 17,096,780 | $10,769,713 | $14,249,369 | $2,755,267 | $4,413,052 | $60.91 | $117.56 | $232,954,000 | $4.59 | | 2023 | $12,562,542 | | 25,900,093 | — | — | $2,690,472 | $3,753,632 | $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 |

  215. 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: |

  216. Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Chief Executive Officer | 2024 | | | Summary Compensation Table Total | | 19,329,047 | | Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | | 0 | | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 0 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 0 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($ | 3,845,578) | | 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 | | Value of Dividends or Other Earnings Paid During the Fiscal Year on Equity Awards Not Otherwise Reflected in Total Compensation | | 1,613,310 | | Compensation Actually Paid | | 17,096,780 |

  217. Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Chief Executive Officer | 2024 | | | Summary Compensation Table Total | | 10,769,713 | | Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | ($ | 7,545,908) | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 10,525,450 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 0 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | 0 | | 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 | | Value of Dividends or Other Earnings Paid During the Fiscal Year on Equity Awards Not Otherwise Reflected in Total Compensation | | 500,114 | | Compensation Actually Paid | | 14,249,369 |

  218. Table

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | 2024 | | | Summary Compensation Table Total | | 2,755,267 | | Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | ($ | 1,505,560) | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 2,350,642 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 463,813 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($ | 102,814) | | 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 | | Value of Dividends or Other Earnings Paid During the Fiscal Year on Equity Awards Not Otherwise Reflected in Total Compensation | | 451,704 | | Compensation Actually Paid | | 4,413,052 |

  219. DIRECTOR COMPENSATION TABLE — 2024

    DIRECTOR COMPENSATION TABLE — 2024 The following table sets forth summary information regarding our compensation practices for each of our non-employee directors for 2024. The compensation paid to Mr. Kilroy for his service in 2024, including the compensation paid to him as a non-employee director for his service on the Board after his January 21, 2024 retirement, 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.

  220. DIRECTOR COMPENSATION TABLE — 2024

    | 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 | 174,143 | 145,002 | — | — | — | — | 319,145 | | Daryl Carter | 54,890 | 245,027 | — | — | — | — | 299,917 | | Jolie Hunt | 118,000 | 145,002 | — | — | — | — | 263,002 | | Scott Ingraham | 129,500 | 145,002 | — | — | — | — | 274,502 | | Louisa Ritter | 108,250 | 145,002 | — | — | — | — | 253,252 | | Gary Stevenson | 119,297 | 145,002 | — | — | — | — | 264,299 | | Peter Stoneberg | 123,000 | 145,002 | — | — | — | — | 268,002 |

  221. DIRECTOR COMPENSATION TABLE — 2024

    | (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. |

  222. DIRECTOR COMPENSATION TABLE — 2024

    On May 22, 2024, each of our non-employee directors elected at the 2024 annual meeting of stockholders received an annual award of 4,304 RSUs under the 2006 Plan. Each of these awards had an accounting fair value at the grant date of $145,002 and will vest on the date of the 2025 Annual Meeting. In connection with his appointment as a non-employee director at the 2024 annual meeting of stockholders, the Board approved an initial director award for Mr. Carter of 2,969 RSUs under the 2006 Plan in addition to his annual award described in the preceding paragraph. This initial award, granted on May 22, 2024, had an accounting fair value at the grant date of $100,025 and will vest in two equal installments on May 22, 2025 and May 22, 2026, subject to Mr. Carter’s continued service as a non-employee director. None of our non-employee directors held any outstanding Company option awards as of December 31, 2024. 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, 2024 for our non-employee directors serving on the Board on that date (all of which are scheduled to vest in connection with the Annual Meeting, except Mr. Carter’s initial director award of 2,969 RSUs, which is scheduled to vest in two equal installments on May 22, 2025 and May 22, 2026) are:

  223. DIRECTOR COMPENSATION TABLE — 2024

    | Director | Unvested Stock Awards | | Edward Brennan, PhD | 4,439 | | Daryl Carter | 7,501 | | Jolie Hunt | 4,439 | | Scott Ingraham | 4,439 | | Louisa Ritter | 4,439 | | Gary Stevenson | 4,439 | | Peter Stoneberg | 4,439 |

  224. DIRECTOR COMPENSATION TABLE — 2024

    | 100 | PROXY STATEMENT | KILROY REALTY |

  225. DIRECTOR COMPENSATION TABLE — 2024

    BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS The following table sets forth certain information, as of March 1, 2025, except to the extent indicated otherwise in the footnotes, 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.

  226. DIRECTOR COMPENSATION TABLE — 2024

    | 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 | 14.37% | | BlackRock, Inc.(4) | 15,009,781 | 12.69% | | Norges Bank(5) | 9,057,009 | 7.66% | | Directors, Director Nominees and NEOs: | | | | Angela Aman | 64,119(6) | * | | John Kilroy | 1,132,244(7) | * | | Justin Smart | 321,184(8) | * | | Eliott Trencher | 28,227(9) | * | | Jeffrey Kuehling | 0(10) | * | | A. Robert Paratte | 67,949(11) | * | | Heidi Roth | 56,916(12) | * | | Scott Ingraham | 56,318(13) | * | | Edward Brennan, PhD | 36,599(14) | * | | Louisa Ritter | 15,937(15) | * | | Gary Stevenson | 26,619(16) | * | | Peter Stoneberg | 26,739(17) | * | | Jolie Hunt | 16,063(18) | * | | Daryl Carter | 0(19) | * | | All Directors and Executive Officers as a Group (15 persons) | 1,870,415(20) | 1.57% |

  227. DIRECTOR COMPENSATION TABLE — 2024

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

  228. DIRECTOR COMPENSATION TABLE — 2024

    | (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. |

  229. DIRECTOR COMPENSATION TABLE — 2024

    | KILROY REALTY | PROXY STATEMENT | 101 |

  230. DIRECTOR COMPENSATION TABLE — 2024

    | (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, 2025. The percentage of outstanding shares of common stock beneficially owned by a person is based on 118,268,759 shares of common stock outstanding as of March 1, 2025. 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, 2025 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, 2025 are vested and paid and that no unvested RSUs held by other persons are vested. |

  231. DIRECTOR COMPENSATION TABLE — 2024

    | (3) Represents the number of shares of common stock beneficially owned as of December 29, 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. |

  232. DIRECTOR COMPENSATION TABLE — 2024

    | (4) Represents the number of shares of common stock beneficially owned as of December 31, 2024, as reported on Schedule 13G/A filed with the SEC on February 5, 2025, by BlackRock, Inc. (“BlackRock”) either directly or through its affiliates. Such report indicates that BlackRock has sole voting power over 13,897,277 shares and sole dispositive power over 15,009,781 shares of common stock. The address for BlackRock is 50 Hudson Yards, New York, New York 10001. |

  233. DIRECTOR COMPENSATION TABLE — 2024

    | (5) Represents the number of shares of common stock beneficially owned as of December 31, 2024, as reported on Schedule 13G/A filed with the SEC on February 11, 2025, 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, Oslo, NO-0107, Norway. |

  234. DIRECTOR COMPENSATION TABLE — 2024

    | (6) Includes 64,119 shares of common stock held directly. Excludes 278,141 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  235. DIRECTOR COMPENSATION TABLE — 2024

    | (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) 349,052 shares of common stock held directly. |

  236. DIRECTOR COMPENSATION TABLE — 2024

    | (8) Includes (i) 135,983 shares of common stock held directly; and (ii) 185,201 RSUs held directly that are vested or will vest within 60 days of March 1, 2025. Excludes 281,119 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  237. DIRECTOR COMPENSATION TABLE — 2024

    | (9) Includes 28,227 shares of common stock held directly. Excludes 130,790 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  238. DIRECTOR COMPENSATION TABLE — 2024

    | (10) Excludes 42,451 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  239. DIRECTOR COMPENSATION TABLE — 2024

    | (11) Includes 67,949 shares of common stock held directly. Excludes 173,784 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  240. DIRECTOR COMPENSATION TABLE — 2024

    | (12) Includes (i) 23,485 shares of common stock held directly; and (ii) 33,431 RSUs held directly that are vested or will vest within 60 days of March 1, 2025. Excludes 102,227 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  241. DIRECTOR COMPENSATION TABLE — 2024

    | (13) Includes (i) 13,244 shares of common stock held directly; and (ii) 43,074 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 4,504 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  242. DIRECTOR COMPENSATION TABLE — 2024

    | (14) Includes (i) 15,992 shares of common stock held directly; and (ii) 20,607 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 4,504 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  243. DIRECTOR COMPENSATION TABLE — 2024

    | (15) Includes (i) 2,614 shares of common stock held directly; and (ii) 13,323 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 4,504 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  244. DIRECTOR COMPENSATION TABLE — 2024

    | (16) Includes 26,619 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 4,504 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  245. DIRECTOR COMPENSATION TABLE — 2024

    | (17) Includes (i) 11,648 shares of common stock held directly; and (ii) 15,091 RSUs held directly that are vested or will vest within 60 days of March 1, 2024. Excludes 4,504 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  246. DIRECTOR COMPENSATION TABLE — 2024

    | (18) Includes 16,063 shares of common stock held directly. Excludes 4,504 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  247. DIRECTOR COMPENSATION TABLE — 2024

    | (19) Excludes 7,610 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  248. DIRECTOR COMPENSATION TABLE — 2024

    | (20) Includes (i) 741,273 shares of common stock held directly; (ii) 345,950 RSUs held directly that are vested or will vest within 60 days of March 1, 2025; 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 817,696 RSUs that are not vested and will not vest within 60 days of March 1, 2025. |

  249. DIRECTOR COMPENSATION TABLE — 2024

    | 102 | PROXY STATEMENT | KILROY REALTY |

  250. DIRECTOR COMPENSATION TABLE — 2024

    OTHER MATTERS