DEF 14A of Kilroy Realty Corp
Filed Apr 9, 2026 · FY20250001193125-26-149727
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
| NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 80 | | Summary Compensation Table — 2023, 2024, and 2025 | 80 | | Grants of Plan-Based Awards — 2025 | 84 | | Description of Plan-Based Awards | 85 | | Outstanding Equity Awards at Fiscal Year End — 2025 | 87 | | Option Exercises and Stock Vested — 2025 | 89 | | Nonqualified Deferred Compensation — 2025 | 90 | | Potential Payments Upon Termination or Change in Control | 92 | | Estimated Severance and Change in Control Benefits | 97 | | CEO PAY-RATIO DISCLOSURE | 100 | | PAY VERSUS PERFORMANCE DISCLOSURE | 101 | | EQUITY COMPENSATION PLAN INFORMATION | 105 | | DIRECTOR COMPENSATION | 106 | | Director Compensation Table — 2025 | 107 | | BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS | 108 | | OTHER MATTERS | 110 | | Certain Relationships and Related Party Transactions | 110 | | Proposals and Nominations for 2027 Annual Meeting of Stockholders | 111 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES | 113 | | GENERAL INFORMATION | 117 | | Proxy Solicitation Expenses | 117 | | Available Information | 117 | | Other Matters | 118 | | APPENDIX A — DEFINITIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | A-1 | | APPENDIX B – AMENDED AND RESTATED 2006 INCENTIVE AWARD PLAN | B-1 |
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. |
COMPENSATION HIGHLIGHTS
| • | Three-fourths of the 2025 annual equity awards for our NEOs were subject to performance-based vesting requirements and include a performance measure for a portion of the awards based on our relative total shareholder return (“TSR”).(1) |
Total Direct Compensation
| (2) 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 2025. In this Proxy Statement, we refer to an NEO’s target annual cash incentive, together with the 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 the NEO’s 2025 annual long-term incentive awards, as being “at risk” because the compensation is dependent upon performance and/or has a value dependent upon our stock price. In this Proxy Statement, we refer to an NEO’s target annual cash incentive, together with the 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 the portion of the NEO’s 2025 annual long-term incentive awards that include performance-based vesting requirements, as being “performance-based” compensation. |
CORPORATE GOVERNANCE HIGHLIGHTS
| • | Financial protection and readiness with company-paid long-term disability, life, and AD&D insurance; voluntary buy-up options; and a 401(k) plan with company match complemented by expanded financial-wellness education. |
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR Upon the recommendation of the Governance Committee, the Board has nominated Angela M. Aman, Edward F. Brennan, PhD, Cia Buckley Marakovits, Daryl J. Carter, Jolie A. Hunt, David A. Kieske, Louisa G. Ritter, and Gary R. Stevenson for election to the Board for a term continuing until the annual meeting of stockholders to be held in 2027 and until their respective successors are duly elected and qualified. Peter B. Stoneberg will retire from his position on the Board on the date of the Annual Meeting, and therefore, has not been nominated for re-election. The Board intends to reduce the size of the Board to eight directors immediately following the Annual Meeting. As a result of the foregoing, stockholders may vote only with respect to the eight director nominees named in this proxy statement. Mses. Aman, Hunt and Ritter, Messrs. Carter and Stevenson and Dr. Brennan were previously elected to serve on the Board by our stockholders. Ms. Buckley Marakovits and Mr. Kieske were appointed to the Board in 2026 as part of our ongoing Board refreshment process and are standing for election by our stockholders for the first time. At the request of the Governance Committee, Korn Ferry (US) (“Korn Ferry”) conducted a comprehensive search process and identified each of Ms. Buckley Marakovits and Mr. Kieske as potential director nominees and assessed each of their candidacies. Each member of the Board, as well as a representative of Korn Ferry, interviewed Ms. Buckley Marakovits and Mr. Kieske, and Korn Ferry performed diligence and reference checks on Ms. Buckley Marakovits and Mr. Kieske, including engaging a third party to conduct a background check. The Board met to discuss the qualifications of Ms. Buckley Marakovits and Mr. Kieske and the results of Korn Ferry’s diligence searches and determined to approve Ms. Buckley Marakovits and Mr. Kieske’s nomination for election to the Board.
NOMINEES FOR DIRECTOR
| 10 | PROXY STATEMENT | KILROY REALTY |
BOARD COMPOSITION
BOARD COMPOSITION Board Nominee Snapshot Director Nominee Skills, Experience, and Background We believe the eight director nominees possess 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 demonstrates integrity, honesty, and adherence to high ethical standards, has demonstrated sound business acumen and judgment, and is committed to driving sustainable, long-term stockholder value. Our directors bring a valuable range of experiences to the Board, which reflect diversity in its broadest sense, including, but not limited to, profession, skills, experience, geography, gender, and ethnicity. Four of our directors are women. In addition, one of our directors is racially or ethnically diverse.
BOARD COMPOSITION
| KILROY REALTY | PROXY STATEMENT | 11 |
BOARD COMPOSITION
Listed below are the skills and experience that we currently consider most valuable for the Board:
BOARD COMPOSITION
| Skills/Qualifications | Aman | Brennan | Buckley Marakovits | Carter | Hunt | Kieske | Ritter | Stevenson | | Target Tenant Industry Experience | ● | ● | ● | ● | ● | ● | ● | ● | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Board Service | ● | ● | ● | ● | | | | | | Investment Experience | ● | ● | ● | ● | | ● | ● | ● | | Financial/Accounting Expertise | ● | ● | ● | ● | | ● | ● | ● | | Finance/Capital Markets Experience | ● | ● | ● | ● | | ● | ● | ● | | Risk Management Experience | ● | ● | ● | ● | ● | ● | ● | ● | | Advanced Degree/Professional Accreditation | | ● | ● | ● | ● | ● | ● | ● |
BOARD COMPOSITION
| Target Tenant Industry Experience What it is: 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)). Why it matters: As a developer, owner, and operator of high-performance office, life science, and mixed-use properties, we are an integral part of many of our tenants’ businesses. We therefore believe it is valuable to the Company for directors to have experience in the industries represented within our tenant base. | Financial/Accounting Expertise What it is: Financial or accounting experience and an understanding of financial reporting, internal controls, and compliance. Why it matters: An understanding of accounting, finance, and internal controls is essential to providing Board oversight of our financial reporting and internal control environment. | | Executive Leadership What it is: Leadership role as company CEO or President. Why it matters: Executive leadership experience brings valuable perspective and insights to our Board and positions Directors to support and oversee our management team across a range of governance, strategic, operational, and financial matters. | Finance/Capital Markets Experience What it is: Experience navigating our capital-raising needs. Why it matters: Real Estate is a capital intensive business. Directors with experience in capital markets, including debt and equity financing, provide valuable insight and perspective to financing transactions. | | Public Company Board Service What it is: Experience as a board member of another publicly traded company. Why it matters: Serving on other public company boards provides Directors with valuable knowledge, insights, and perspectives on board dynamics, business operations, the public company legal and regulatory landscape, corporate governance, and other board-related matters. | Risk Management Experience What it is: Experience overseeing and managing company risk. Why it matters: Risk management experience provides Directors with valuable perspective in carrying out the Board’s oversight of risk management. | | Investment Experience What it is: Relevant investment, strategic, and deal structuring experience. Why it matters: Investment experience facilitates the Board’s oversight of investment opportunities, our business model and structure, and the issues facing real estate investment trusts. | Advanced Degree/Professional Accreditation What it is: Possession of an advanced degree or other professional accreditation. Why it matters: Advanced degrees and accreditation may enable a deeper understanding of our corporate operations and strengthen the Board’s effectiveness. |
BOARD COMPOSITION
| 12 | PROXY STATEMENT | KILROY REALTY |
BOARD COMPOSITION
| Age: 46 Director Since: 2024 Board Committees - None | ANGELA M. AMAN Chief Executive Officer and Director | | | Specific Qualifications, Attributes, Skills, and Experience: Ms. Aman was nominated to serve on the Board because of her nearly 25 years of experience in commercial real estate, finance, and operations at both private and public real estate companies. As our CEO, Ms. Aman also provides a vital link between the Board and our management team. | | | Career Highlights: • President, Chief Financial Officer, and Treasurer of Brixmor Property Group from 2023 to 2024, and Executive Vice President, Chief Financial Officer, and Treasurer 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 2011 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 the National Association of Real Estate Investment Trusts, the Board of Advisors at UCLA Anderson School of Management, and the Executive Committee of the Zell/Lurie Real Estate Center at the Wharton School at the University of Pennsylvania. • 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) since 2020, currently serving as the chair of the audit committee and a member of the executive committee. |
BOARD COMPOSITION
| KILROY REALTY | PROXY STATEMENT | 13 |
BOARD COMPOSITION
| Age: 69 Chair of the Board Since: 2026 Director Since: 2014 Board Committees - Compensation - Governance | GARY R. STEVENSON Chair of the Board | | | Specific Qualifications, Attributes, Skills, and Experience: Mr. Stevenson was nominated to serve on the Board because of his over 47 years of business and operational experience at major companies. Through his leadership roles at Major League Soccer (“MLS”) and the National Basketball Association (“NBA”), he provides the Board with a diverse set of skills, experiences, and relationships. | | | Career Highlights: • Deputy Commissioner of MLS and has been President and Managing Director of MLS Business Ventures since 2013. • President of Pac-12 Enterprises (“Pac-12”) from 2011 to 2013, where he managed a diversified and integrated company, including the Pac-12 Networks and Pac-12 Properties. • Founder, Chairman and CEO of OnSport Strategies, a sports and entertainment consulting company, from 1997 until its sale in 2007, assisting with integration through 2010. • 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. |
BOARD COMPOSITION
| 14 | PROXY STATEMENT | KILROY REALTY |
BOARD COMPOSITION
| Age: 74 Former Chair of the Board: 2025-2026 Former Lead Independent Director: 2014-2024 Director Since: 2003 Board Committees - Compensation - Audit (Chair) (Financial Expert) | EDWARD F. BRENNAN, PhD Independent Director | | | Specific Qualifications, Attributes, Skills, and Experience: Dr. Brennan was nominated to serve on the Board because of his over 30 years of executive and board experience with both public and private companies in the health sciences and medical industries, which are target tenants of the Company’s life sciences portfolio. Dr. Brennan provides the Board with vital insight into the needs of life sciences tenants, as well as deep expertise in executive and board matters. | | | Career Highlights: • Chair of the Board of Green Ninja, a science focused, project-based learning curriculum. • Acting CEO and 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. (“CryoCor,” formerly Nasdaq: CRYO) 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. • Various Scientific and Executive Positions with Syntex, Inc., UroSystems, Inc., Medtronic Inc., DepoMed Systems, Inc., and CardioGenesis Corp. prior to 2000. • Former member of the Board of Trustees of Goucher College and current member of the boards of directors of several private companies, including TargetDX Laboratory. • Holds Bachelor’s degrees in Biology and Chemistry 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. (“HemoSense,” formerly NYSE: HEM) from 2000 and Chairman of HemoSense 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. |
BOARD COMPOSITION
| KILROY REALTY | PROXY STATEMENT | 15 |
BOARD COMPOSITION
| Age: 61 Director Since: 2026 Board Committees - Governance | CIA BUCKLEY MARAKOVITS Independent Director | | | Specific Qualifications, Attributes, Skills, and Experience: Ms. Buckley Marakovits was nominated to serve on the Board because of her nearly 20 years of real estate investment experience and leadership. Her deep experience in real estate, including for both private and public companies, provides critical insight to the Board. | | | Career Highlights: • President and Chief Investment Officer of Dune Real Estate Partners, a New York City-based real estate investment firm, since 2007. • Member of the Board of Trustees of Phillips Exeter Academy since 2019. • Member of the Board of Directors of the Pension Real Estate Association since 2021. • Treasurer and Member of the Board of Trustees of Collegiate School from 2015 to 2021. • Member of the Board of Trustees of Urban Land Institute from 2011 to 2016. • Holds a Bachelor’s degree in Economics from Lafayette College and a Master’s degree in Business Administration from Columbia Business School. Other Public Company Boards: • Member of the Board of Trustees of Taubman Centers from 2016 to 2020. |
BOARD COMPOSITION
| 16 | PROXY STATEMENT | KILROY REALTY |
BOARD COMPOSITION
| Age: 71 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 the Board because of his more than 40 years of diverse real estate experience, including as an investment firm founder and as a member of public company boards. Mr. Carter’s experience provides the Board with deep operational and oversight expertise. | | | Career Highlights: • Founder, Chairman, and CEO of Avanath Capital Management, LLC, a real estate investment firm, 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. • Current member of the board of directors of BRIDGE Housing and former Chairman of the National Multifamily Housing Council from 2014 to 2016. • Holds a Bachelor’s degree in Architecture from the University of Michigan and Master’s degrees in Architecture and Business Administration from the Massachusetts Institute of Technology. Other Public Company Boards: • Member of the board of directors of Silver Bay Realty Trust Corp. (formerly NYSE: SBY) from 2013 to 2017. • Member of the board of directors of Whitestone REIT (NYSE: WSR) from 2009 to 2017. • Member of the board of directors of Catellus Development Corporation (formerly NYSE: CDX) from 1994 to 2005. |
BOARD COMPOSITION
| KILROY REALTY | PROXY STATEMENT | 17 |
BOARD COMPOSITION
| Age: 47 Director Since: 2015 Board Committees - Compensation (Chair) - Governance | JOLIE A. HUNT Independent Director | | | Specific Qualifications, Attributes, Skills, and Experience: Ms. Hunt was nominated to serve on the Board because of her 24 years of experience in global marketing and communications, which she gained through her experience working with multiple multinational corporations and as the founder and CEO of Hunt & Gather. Her expertise in using technology to elevate multinational brands provides the Board with essential skills and insight. | | | Career Highlights: • Founder and CEO of Hunt & Gather, a marketing and communications agency since 2013. • Chief Marketing & Communications Officer for AOL, Inc. (formerly NYSE: AOL) from 2012 to 2013. • Senior Vice President, Global Head of Brand & Public Relations at Thomson Reuters (NYSE: TRI) from 2008 to 2012. • Global Director of Corporate & Business Affairs at International Business Machines Corporation (NYSE: 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. |
BOARD COMPOSITION
| 18 | PROXY STATEMENT | KILROY REALTY |
BOARD COMPOSITION
| Age: 55 Director Since: 2026 Board Committees - Audit (Financial Expert) | DAVID A. KIESKE Independent Director | | | Specific Qualifications, Attributes, Skills, and Experience: Mr. Kieske was nominated to serve on the Board because of his over 20 years of experience in real estate finance and investment banking. His background as a CFO of an S&P 500 company provides the Board with deep experience with public company accounting. | | | Career Highlights: • Executive Vice President, Chief Financial Officer, and Treasurer at VICI Properties Inc., an S&P 500® real estate investment trust (NYSE: VICI), from 2018 to Present, and Special Advisor to the Chief Financial Officer from 2017 to 2018. • Managing Director of Wells Fargo/Eastdil Secured (NYSE: WFC) from 2007 to 2017. • Holds a Bachelor’s degree in Managerial Economics from the University of California at Davis and a Master’s degree in Business Administration from the University of California at Los Angeles. |
BOARD COMPOSITION
| KILROY REALTY | PROXY STATEMENT | 19 |
BOARD COMPOSITION
| Age: 62 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 the Board because of her over 30 years of experience in the financial and investment sectors. Her experience as president at an asset management firm and background at preeminent investment banking firms provides the Board with deep financial oversight and experience. | | | Career Highlights: • President of Pisces, Inc., a San Francisco-based asset management firm, since 2016. • Served in various capacities at Goldman Sachs (NYSE: GS) from 2001 to 2015, most recently serving as Managing Director in its Executive Office and President of Goldman Sachs Gives. From 2001 to 2012, Ms. Ritter 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. |
BOARD COMPOSITION
| 20 | PROXY STATEMENT | KILROY REALTY |
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). However, the majority voting standard does not apply 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 the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The 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.
BOARD COMPOSITION
| KILROY REALTY | PROXY STATEMENT | 21 |
BOARD COMPOSITION
APPROVAL OF AMENDMENT AND RESTATEMENT OF 2006 INCENTIVE AWARD PLAN
GENERAL
| • | Significant Focus on Performance-Based Vesting Equity Awards. Three-quarters of the annual equity awards granted to our NEOs in 2025, 2024, and 2023 are subject to performance-based vesting requirements, with the vesting of the awards based on FFO Per Share, relative TSR (TSR Percentile Ranking), and Average Debt to EBITDA (or EBITDAre) Ratio measures (for a discussion of these terms, see “Description of Plan-Based Awards – Performance-Based RSUs below”). |
GENERAL
| • | Responsible Share Request Size. We believe that we are asking for enough shares to be able to continue to grant equity awards under the 2006 Plan until approximately 2028-2029 (as discussed on page 33). We want our stockholders to have the ability to regularly validate their support of our approach to equity awards. |
SHARES AVAILABLE FOR AWARDS; LIMITS ON AWARDS
| • | The maximum number of shares that may be delivered under the 2006 Plan since its adoption pursuant to options qualified as incentive stock options granted under the plan is 8,320,000 shares, of which none have been granted to date. |
SHARES AVAILABLE FOR AWARDS; LIMITS ON AWARDS
To the extent that an award terminates, expires, lapses for any reason, or is settled in cash, any shares subject to the award will again be available for the grant of awards pursuant to the 2006 Plan. Except with respect to awards of stock options and stock appreciation rights (or “SARs”), any shares of common stock tendered by an award-holder or withheld by the Company to satisfy the grant or exercise price or tax withholding obligations with respect to any award will again be available for the grant of new awards pursuant to the 2006 Plan. To the extent that shares are delivered pursuant to the exercise of a stock option or SAR granted under the 2006 Plan, the number of underlying shares as to which the exercise related count against the shares available for grant or issuance under the 2006 Plan, without regard to the number of shares actually delivered to the participant upon exercise of the award. The Company may not increase the applicable share limits of the 2006 Plan by repurchasing shares of common stock on the market (by using cash received through the exercise of stock options or otherwise).
AWARDS
AWARDS The 2006 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, profits interest units in the Operating Partnership, as described below, performance bonus awards and other incentive awards to eligible individuals. Stock Options Stock options, including incentive stock options, as defined under Section 422 of the Internal Revenue Code, and nonqualified stock options, may be granted pursuant to the 2006 Plan. The option exercise price of all stock options granted pursuant to the 2006 Plan will not be less than 100% of the fair market value of our stock on the date of grant. No incentive stock option may be granted to a grantee who owns more than 10% of our stock unless the exercise price is at least 110% of the fair market value at the time of grant. Notwithstanding whether an option is designated as an incentive stock option, to the extent that the aggregate fair market value of the shares with respect to which such option is exercisable for the first time by any optionee during any calendar year exceeds $100,000 (or the option otherwise fails to qualify as an incentive stock option), such option will be treated as a nonqualified stock option. Stock options may be exercised as determined by the plan administrator, but in no event after the tenth anniversary of the date of grant. However, in the case of an option granted to a person who owns more than 10% of our stock on the date of grant, such term will not exceed five years. Restricted Stock Awards of restricted stock may be granted under the 2006 Plan. Restricted stock will be subject to restrictions on transferability and other such restrictions as the plan administrator may determine, including, without limitation, limitations on the right to vote restricted stock or the right to receive dividends on the restricted stock. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the plan administrator determines at the time of grant of the award or thereafter. Stock Appreciation Rights A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of our stock on the date of exercise of the SAR over the fair market value of a share of common stock on the date of grant of the SAR. The plan administrator may issue SARs in such amounts and on such terms and conditions as it may determine, consistent with the terms of the 2006 Plan, except that SARs may not be exercised more than ten years after the applicable date of grant. The plan administrator may elect to pay SARs in cash, in common stock, or in a combination of cash and common stock. Other Awards Under the Plan The 2006 Plan provides that the plan administrator may also grant or issue performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, profits interest units, performance bonus awards, and other incentive awards or any combination thereof to eligible employees, consultants, and directors. The terms of each such grant or issuance will be set by the plan administrator in its discretion. The plan administrator may establish the exercise price or purchase price, if any, of any such award. Any such award will only vest or be exercisable or payable while the participant is an employee or consultant of the Company, the Operating Partnership, or the TRS or any of their subsidiaries, or a director of the Company or the TRS, except that the plan administrator may provide that such an award may vest or be exercised or paid subsequent to a termination of employment or service, as applicable, or following a change in control (as defined in the 2006 Plan) of the Company, or because of the participant’s retirement, death or disability, or otherwise. Payments with respect to any such award, other than profits interest units, will be made in cash, in common stock, or a combination of both, as determined by the plan administrator. Each award granted under the 2006 Plan will be subject to such additional terms and conditions as determined by the plan administrator and will be evidenced by a written award agreement.
AWARDS
Performance Shares. Awards of performance shares are denominated in a number of shares of our stock and may be linked to any performance criterion or criteria determined appropriate by the plan administrator, in each case on a specified date or dates or over any period or periods determined by the plan administrator. Performance Stock Units. Awards of performance stock units are denominated in units equivalent to shares of our stock and/or units of value, including dollar value of shares of our stock, and may be linked to any performance criterion or criteria determined appropriate by the plan administrator, in each case on a specified date or dates or over any period or periods determined by the plan administrator. Dividend Equivalents. Dividend equivalents are rights to receive the equivalent value (in cash or our stock) of dividends paid on our stock. They represent the value of the dividends per share paid by us, calculated with reference to the number of shares that are subject to any award held by the participant, provided that (1) dividend equivalent rights may not be granted in connection with an option or SAR granted under the 2006 Plan or any other award granted under the 2006 Plan, the value of which is based solely on an increase in the value of a share of our stock after the date of grant of the award, and (2) effective for dividends and dividend equivalents granted in connection with awards (other than those referred to in clause (1) as to which dividend equivalent rights may not be granted) granted after April 4, 2017 under the 2006 Plan, any such dividends and/or dividend equivalents will be subject to the same vesting conditions (if any) as the award to which they relate and will be subject to termination and forfeiture (to the same extent as the corresponding portion of the award to which they relate) if such vesting conditions are not satisfied. Stock Payments. Stock payments include payments in the form of our stock or options or other rights to purchase our stock, in each case made in lieu of all or any portion of the compensation that would otherwise be paid to the participant. The number of shares will be determined by the plan administrator and may be based upon specific performance criteria determined appropriate by the plan administrator, determined on the date such stock payment is made or on any date thereafter. Deferred Stock. Deferred stock may be awarded to participants and may be linked to any performance criteria determined to be appropriate by the plan administrator. Stock underlying a deferred stock award will not be issued until the deferred stock award has vested, pursuant to a time-based vesting schedule or upon the satisfaction of performance criteria set by the plan administrator. Unless otherwise provided by the plan administrator, recipients of deferred stock generally will have no rights as a stockholder with respect to such deferred stock until the time the vesting conditions are satisfied and the stock underlying the deferred stock award has been issued. Restricted Stock Units. Restricted stock units, or “RSUs,” may be granted to any participant in such amounts and subject to such terms and conditions as determined by the plan administrator. At the time of grant, the plan administrator will specify the date or dates on which the RSUs will become fully vested and nonforfeitable, and may specify such conditions (if any) to vesting as it deems appropriate. At the time of grant, the plan administrator will specify the maturity date applicable to each grant of RSUs which will be no earlier than the vesting date or dates of the award and may be determined at the election of the participant. On the maturity date, we will transfer to the participant one unrestricted, fully transferable share of our stock (or, if provided in the award, the cash value of a share of our stock at that time) for each RSU scheduled to be paid out on such date and not previously forfeited. The plan administrator will specify the purchase price, if any, to be paid by the participant to us for such shares of our stock. Profits Interest Units. To the extent authorized by the partnership agreement of the Operating Partnership, the 2006 Plan authorizes the grant of units in the Operating Partnership that are intended to constitute “profits interests” within the meaning of the Internal Revenue Code and published Internal Revenue Service guidance. Profits interests may only be granted to participants for the performance of services to or for the benefit of the Operating Partnership in the participant’s capacity as a partner in the Operating Partnership, in anticipation of the participant becoming a partner of the Operating Partnership, or as otherwise determined by the plan administrator, provided that the profits interest units would constitute “profits interests” within the meaning of the Internal Revenue Code, Treasury Regulations promulgated thereunder and any published guidance by the Internal Revenue Service. At the time of grant, the plan administrator will specify the number of profits interest units subject to the award, the purchase price, if any, of the units and the date and conditions on which the profits interest units will vest. The plan administrator may impose transferability restrictions and other restrictions upon profits interest units.
NO REPRICING
NO REPRICING In no case (except due to an adjustment to reflect a stock split or other event referred to under “Adjustments” below, or any repricing that may be approved by stockholders) will the 2006 Plan administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award.
ELIGIBILITY
ELIGIBILITY Employees and consultants of the Company, the TRS, the Operating Partnership or their subsidiaries, and directors of the Company or the TRS, are eligible to be granted non-qualified stock options, restricted stock, stock appreciation rights, performance share awards, performance stock units, dividend equivalents, stock payments, deferred stock, RSUs, profits interest units, other incentive awards, and performance bonus awards under the 2006 Plan. Currently, approximately 241 officers and employees of the Company, the TRS and the Operating Partnership (including all of the Company’s NEOs), two consultants to the Company, the TRS, and the Operating Partnership, and each of the Company’s eight non-employee directors, are considered eligible under the 2006 Plan. However, in 2025 we granted awards under the 2006 Plan to only 56 officers and employees of the Company, the TRS or the Operating Partnership (including all of the Company’s NEOs), to no consultants, and to each of the Company’s non-employee directors in office following the 2025 annual meeting of stockholders. Only employees of the Company and its qualifying corporate subsidiaries are eligible to be granted options that are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code.
ASSUMPTION AND TERMINATION OF AWARDS
ASSUMPTION AND TERMINATION OF AWARDS Generally, and subject to limited exceptions set forth in the 2006 Plan, if the Company dissolves or undergoes certain corporate transactions such as a merger, business combination, or other reorganization or a sale of substantially all of its assets, the outstanding awards granted under the 2006 Plan will not automatically accelerate and become vested under the terms of the 2006 Plan as long as there is provision for the awards to be substituted for, assumed, or otherwise continued after the event. If there is no such provision for the awards to be substituted for, assumed, or otherwise continued after the event (that is, the awards are to be terminated in connection with the change in control event), the awards would generally become fully vested and, in the case of options, exercisable. The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2006 Plan.
SPECIFIC BENEFITS UNDER THE 2006 PLAN
SPECIFIC BENEFITS UNDER THE 2006 PLAN The Company has not granted any awards that are conditioned on stockholder approval of this Proposal No. 2. Except for the non-employee director awards discussed below, the Company is not currently considering any new award grants under the 2006 Plan and the number and type of awards that the Company may grant in the future under the 2006 Plan (within the express limits of the 2006 Plan, discussed above) is not determinable. If the proposed share increase for the 2006 Plan had been in effect in 2025, the Company expects that its award grants for 2025 would not have been different from those actually made in 2025 under the 2006 Plan. For more information regarding those awards, please see the following discussion and, for more detailed information on the awards granted to our NEOs during 2025, see the material under “Compensation Discussion and Analysis” below and the executive compensation tables under “Named Executive Officer Compensation Tables” below. Non-Employee Director Awards The Company is not currently considering any new award grants under the 2006 Plan except for the annual grants of RSUs to non-employee directors described under “Director Compensation” below. These annual grants are determined based on the closing price of our common stock on the date of the grant as described below. Assuming, for illustrative purposes only, that the price of the common stock used for the conversion of the dollar amount for the annual grants under the non-employee director program ($145,000) into shares was $29.67 (the closing price of a share of our common stock on March 2, 2026), the number of shares that would be allocated to the Company’s seven non-employee directors nominated for election to the Board as a group pursuant to the annual grant formula over the remaining seven-year term of the 2006 Plan (2026 through 2033) is approximately 239,467 shares. This figure represents the continuation of the current non-employee director equity awards for the seven non-employee director nominees over that seven-year period. The actual number of shares that we may issue depends on, among other future variables, the number of our non-employee directors from time to time, the price of our common stock on the applicable grant date that is used to convert the applicable grant-date value into a number of shares, and whether the Board changes the $145,000 grant date value or other aspects of our non-employee director compensation program in the future.
POTENTIAL DILUTION
| | As of December 31, 2025 | As of March 1, 2026 | | Shares subject to outstanding RSU awards (including vested but deferred RSUs and excluding performance-based vesting awards) | 710,988 | 766,455 | | Shares subject to outstanding performance-based vesting RSU awards | 1,989,783 | 2,155,739 | | Shares subject to outstanding stock options | — | — | | Shares available for new award grants | 1,833,384 | 825,466 |
AGGREGATE PAST GRANTS UNDER THE PLAN
AGGREGATE PAST GRANTS UNDER THE PLAN As of March 1, 2026, awards covering 13,463,406 shares of our common stock had been granted under the 2006 Plan (including options covering 1,550,000 shares and other awards covering 11,913,406 shares). This number of shares includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the 2006 Plan, as well as shares that were withheld to cover the exercise price or tax withholding obligations in connection with an award and became available for new award grants under the 2006 Plan. This number of shares, as well as the number of shares subject to past awards and outstanding and unvested awards in the table below is presented as to performance-based vesting restricted stock and RSU awards based on the actual number of shares subject to the award that became eligible to vest based on performance during the applicable performance period, except as to any award with an open performance period, which are included based on the maximum number of shares subject to the award. The following table shows information regarding the distribution of all awards among the persons and groups identified below, option exercises, and restricted stock and RSUs vesting prior to that date, and option and unvested RSU holdings as of that date.
AGGREGATE PAST GRANTS UNDER THE PLAN
| | STOCK OPTIONS | | | | RESTRICTED STOCK/UNITS | | | | | Number of Shares Underlying Options as of March 1, 2026 | | | | As of March 1, 2026 | | | | Name and Position | Number of Shares Subject to Past Option Grants | Number of Shares Acquired On Exercise | Exercis- able | Unexer- cisable | Number of Shares/Units Subject to Past Awards (Vested/ Unvested) | Number of Shares/ Units Subject to Past Awards (Vested)(1) | Number of Shares/Units Outstanding and Unvested | | Named Executive Officers: | | | | | | | | | Angela Aman Chief Executive Officer | — | — | — | — | 1,128,475 | 136,992 | 991,483 | | Justin Smart President | 20,000 | 20,000 | — | — | 1,114,286 | 644,524 | 469,762 | | Jeffrey Kuehling Executive Vice President, Chief Financial Officer and Treasurer | — | — | — | — | 122,877 | 24,144 | 98,733 | | A. Robert Paratte Executive Vice President, Chief Leasing Officer | — | — | — | — | 654,053 | 362,613 | 291,440 | | Eliott Trencher Executive Vice President, Chief Investment Officer | — | — | — | — | 352,102 | 118,101 | 234,001 | | Total for All Current Executive Officers as a Group (8 persons): | 40,000 | 40,000 | — | — | 3,943,932 | 1,581,535 | 2,362,398 | | Edward Brennan, PhD | — | — | — | — | 58,588 | 53,972 | 4,617 | | Daryl Carter | — | — | — | — | 12,691 | 6,426 | 6,265 | | Jolie Hunt | — | — | — | — | 29,979 | 25,362 | 4,617 | | Louisa Ritter | — | — | — | — | 23,371 | 18,754 | 4,617 | | Gary Stevenson | — | — | — | — | 37,635 | 33,018 | 4,617 | | Cia Buckley Marakovits | — | — | — | — | 3,224 | — | 3,224 | | David Kieske | — | — | — | — | 3,224 | — | 3,224 | | Peter Stoneberg | — | — | — | — | 34,591 | 29,974 | 4,617 | | All employees, including all current officers who are not executive officers or directors, as a group: | — | — | — | — | 1,070,199 | 546,201 | 523,998 | | Former officers, employees, and directors, as a group: | 1,510,000 | 1,398,000 | — | 112,000 | 6,695,972 | 6,261,130 | — | | Total | 1,550,000 | 1,438,000 | — | 112,000 | 11,913,406 | 8,556,372 | 2,922,194 |
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION For additional information on the Company’s equity compensation plans, please see “Equity Compensation Plan Information” on page 105 below.
RECOMMENDATION
| • | To provide an incentive to achieve key strategic, operational, 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 specific performance objectives; |
RECOMMENDATION
| • | To provide a majority of target TDC for our NEOs in the form of long-term incentive equity awards; |
RECOMMENDATION
| • | To set total compensation to be competitive with the peer group companies identified on page 75, taking into account our active portfolio management strategy and the skill set required to implement that strategy; and |
RECOMMENDATION
| • | 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 2025 annual short-term incentives for our NEOs based on a rigorous performance measurement framework, assessing the Company’s actual performance against pre-established operational and financial goals (including corporate social responsibility and sustainability goals). We also applied specific weightings to each performance measurement category, 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 63-66), the Compensation Committee determined that the 2025 short-term incentives for our NEOs would be approximately 119.6% to 125.6% of their target payout levels. See “Short-Term Incentives — Decisions for 2025; 2025 Key Operating and Financial Goal Setting and Performance” on page 64 for more information about how the goals are set and the Company’s performance. |
RECOMMENDATION
| • | 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 2025, approximately 65.3% of Ms. Aman’s (and approximately 55.7% of our other NEOs’) target TDC was in the form of equity-based long-term incentives. We believe equity compensation helps to align the interests of our NEOs with those of our stockholders. Annual long-term equity awards are “at risk” because the final award value depends on our stock price as well as continued service over the three-year vesting period, with three-quarters of our NEOs’ 2025 annual equity award values also being dependent upon our FFO per share performance, relative total shareholder return, and net debt to EBITDAre performance during a three-year performance period. Specifically, shares available to be earned were contingent on achievement of a threshold level of FFO per share for 2025. If that goal was achieved, vesting levels would be determined based on (i) the extent to which the threshold level of FFO per share for 2025 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 EBITDAre relative to pre-established goals over the three-year period (for the remaining 50% of the performance-based awards).(1) |
RECOMMENDATION
| • | Target TDC Set Taking into Account Market Pay Levels and Payouts are Linked to Performance. The Compensation Committee did not set 2025 target TDC levels at any specific percentile against our peer group. Rather, the Compensation Committee considered peer group compensation data for 2024, as well as the other factors noted below in the CD&A under “2025 Named Executive Officer Compensation”, to inform its decision-making process for 2025. In setting the 2025 compensation levels, the Compensation Committee also considered the following factors: |
RECOMMENDATION
| • | Active Portfolio Management Strategy in Highly Competitive Markets. Our business model requires an active portfolio management strategy (see “2025 Company Performance” beginning on page 59 for a summary of our 2025 activities). We believe implementing this strategy requires a broader skill set than those of companies whose executives focus primarily on managing cash flows of a more static portfolio. |
RECOMMENDATION
| • | Target TDC Realized Only if Goals Achieved. In 2025, approximately 71.1% of Ms. Aman’s (and approximately 64.8% of our other NEOs’) target TDC was performance-based. 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. |
RECOMMENDATION
| (1) Please see the discussion under “Named Executive Officer Compensation Tables — Description of Plan-Based Awards — Performance-Based RSUs” beginning on page 85 below for more information on determining our FFO per share, relative TSR, and average ratio of net debt to EBITDAre, and related adjustments, for purposes of these awards. |
BOARD COMMITTEES
BOARD COMMITTEES The Board has three (3) standing committees: (i) the Audit Committee, (ii) the Compensation Committee, and (iii) the Governance Committee. All members of the Audit Committee, Compensation Committee, and Governance Committee are Independent Directors. Our Audit Committee, Compensation Committee, and Governance Committee each operate under a written charter adopted by the Board, which is available in the Investors — Overview — Governance Documents section of our website at https://www.kilroyrealty.com.
BOARD COMMITTEES
| Director Name | Independent | Audit | Compensation | Governance | | | Angela M. Aman | | | | | | | Edward F. Brennan, PhD | X | CF | ✓ | | | | Cia Buckley Marakovits | X | | | ✓ | * | | Daryl J. Carter | X | F ✓ | | | | | Jolie A. Hunt | X | | C | | ✓ | | David A. Kieske | X | F ✓ | | | | | Louisa G. Ritter | X | F ✓ | ✓ | | ✓ | | Gary R. Stevenson Chair | X | | ✓ | | ✓ | | Peter B. Stoneberg* | X | F ✓ | | | C |
BOARD COMMITTEES
✓ Committee Member F Financial Expert C Committee Chair
BOARD COMMITTEES
| * Mr. Stoneberg will retire from his position on the Board on the date of the Annual Meeting, and therefore, has not been nominated for re-election. As such, Mr. Stoneberg’s service on the Audit and Governance Committees will conclude following the Annual Meeting. Ms. Buckley Marakovits is expected to be appointed as Chair of the Governance Committee upon Mr. Stoneberg’s retirement. |
BOARD COMMITTEES
| KILROY REALTY | PROXY STATEMENT | 45 |
BOARD COMMITTEES
| AUDIT COMMITTEE | | | | MEMBERS Edward F. Brennan, PhD (Chair) Daryl J. Carter David A. Kieske* Louisa G. Ritter Peter B. Stoneberg** All Independent*** All NYSE / SEC Qualified Financial Experts† | MEETINGS • Held five meetings during 2025 KEY MEMBER SKILLS • High level of financial and accounting expertise • Executive leadership experience • Risk management experience • Investment experience | RESPONSIBILITIES The responsibilities of the Audit Committee include, among other things: • reviewing and approving the appointment, and compensation, of the independent auditor, including the independent auditor’s qualifications and independence; • overseeing the quality and integrity of the Company’s financial statements, including the annual audit, and reviewing the Company’s financial statements, critical accounting policies, critical audit matters, and issues encountered during the annual audit; • ensuring the Company’s compliance with legal and regulatory requirements; • reviewing the Company’s accounting and system of internal controls; • evaluating the Company’s cybersecurity, information security, and artificial intelligence risks and preparedness, including risk mitigation, ongoing employee training, and insurance coverage to defray security breach costs; • reviewing the Company’s sustainability data and risk exposure related to corporate social responsibility, sustainability (including climate-related risks) and human capital management; • evaluating the performance of the Company’s internal audit function and independent auditor; and • reviewing the Company’s policies and the internal control procedures in place to safeguard the Company’s assets, including the scope of applicable risk of loss insurance, and the Company’s significant financial risk exposures and policies. |
BOARD COMMITTEES
| * Mr. Kieske was appointed to the Audit Committee in February 2026. |
BOARD COMMITTEES
| ** Mr. Stoneberg will retire from his position on the Board on the date of the Annual Meeting, and therefore, has not been nominated for re-election. As such, Mr. Stoneberg’s service on the Audit Committee will conclude following the Annual Meeting. |
BOARD COMMITTEES
| *** Each member of the Audit Committee is independent under applicable SEC and NYSE listing standards for audit committee membership. |
BOARD COMMITTEES
| † The Board based its determination on the qualifications and business experience of each continuing member of the Audit Committee described above under “Proposal 1 — Election of Directors,” and, with respect to Mr. Stoneberg, as described under “Proposal 1 — Election of Directors,” of the proxy statement filed for the Company’s 2025 annual meeting of stockholders, filed with the SEC on April 10, 2025. |
BOARD COMMITTEES
| 46 | PROXY STATEMENT | KILROY REALTY |
BOARD COMMITTEES
| COMPENSATION COMMITTEE | | | | MEMBERS Edward F. Brennan, PhD Jolie A. Hunt (Chair) Louisa G. Ritter Gary R. Stevenson All Independent† | MEETINGS • Held eight meetings during 2025 KEY MEMBER SKILLS • Executive leadership experience • Risk management experience | 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 the 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 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; • overseeing the Company’s human capital management and social governance efforts; 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. |
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. |
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. Currently, the Compensation Committee has not delegated any of its responsibilities or authority. In 2025, the Compensation Committee retained Korn Ferry to assist it in reviewing our 2025 executive compensation program and to provide advice regarding performance-based vesting and incentive payment determinations for 2025. 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 2024 are also discussed in that section.
BOARD COMMITTEES
| KILROY REALTY | PROXY STATEMENT | 47 |
BOARD COMMITTEES
At the request of the Compensation Committee, certain of our executive officers aid the Compensation Committee in reviewing and analyzing our executive compensation program. These services are discussed under “Compensation Discussion and Analysis — How We Make Compensation Decisions — Role of Management in Executive Compensation Planning” below.
BOARD COMMITTEES
| GOVERNANCE COMMITTEE | | | | MEMBERS Jolie A. Hunt Louisa G. Ritter Gary R. Stevenson Cia Buckley Marakovits* Peter B. Stoneberg (Chair)** All Independent | MEETINGS • Held three meetings during 2025 KEY MEMBER SKILLS • Public company board experience • Executive leadership experience • Risk 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; • annually reviewing the Corporate Governance Guidelines, and the director qualification criteria set forth therein, and recommending any proposed changes to the Board; • overseeing the annual 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; • overseeing the Company’s sustainability initiatives and broader social governance responsibilities; and • generally overseeing the Company’s governance efforts and advising the Board on corporate governance and related matters. |
BOARD COMMITTEES
| * Ms. Buckley Marakovits was appointed to the Governance Committee in February 2026. |
BOARD COMMITTEES
| ** Mr. Stoneberg will retire from his position on the Board on the date of the Annual Meeting, and therefore, has not been nominated for re-election. As such, Mr. Stoneberg’s service on the Governance Committee will conclude following the Annual Meeting. Ms. Buckley Marakovits is expected to serve as Chair of the Governance Committee commencing following and subject to her election at the Annual Meeting. |
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.
BOARD COMMITTEES
| 48 | PROXY STATEMENT | KILROY REALTY |
DIRECTOR SELECTION, EVALUATION, AND COMMUNICATIONS
| • | Commitment to promoting the long-term interests of the Company’s stockholders; |
Audit Committee
| Age: 46 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: 66 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. • From 1996 to 2000, Mr. Smart was Vice President of Development with Intrawest Corporation (formerly NYSE: SNOW), a leading developer of resorts and resort real estate. • Prior to 1996, Mr. Smart served as Vice President of Construction with Kilroy Industries. |
Audit Committee
| Age: 41 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, and was additionally appointed as Treasurer in 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 (NYSE: BRX), 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 (formerly NYSE: RPT) from 2016 through 2018 and held several finance positions at Retail Properties of America, Inc. (formerly NYSE: RPAI) 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: 70 Officer Since: 2014 | A. ROBERT PARATTE Executive Vice President, Chief Leasing Officer | | | • Mr. Paratte was appointed Executive Vice President, Chief Leasing Officer effective December 2022. Mr. Paratte served from 2014 until 2022 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. • 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. |
Audit Committee
| Age: 54 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 audit and finance committees 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: 59 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. (formerly NYSE: ATVI), a video game company, from 2011 to 2014, Levi Strauss & Co. (NYSE: LEVI), an apparel company, from 2000 to 2011, Warner-Lambert Company, a subsidiary of Pfizer Inc. (NYSE: PFE), from 1999 to 2000, and Kraft Foods Inc. (formerly NYSE: KFT), 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. • Ms. Schwartz received her MBA from Gies College of Business at the University of Illinois Urbana-Champaign. |
Audit Committee
| Age: 40 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 various corporate and capital markets transactions, and 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: 43 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, and joint ventures, and previously served as the Company’s Chief Financial Officer from February 2022 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. |
EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2025 VOTE
EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2025 VOTE Stockholders have an opportunity to cast an advisory “Say-on-Pay” vote on our executive compensation program each year at our Annual Meeting. At the 2025 Annual Meeting, approximately 90% of the votes were cast in favor of our program as described in our annual proxy statement. The Compensation Committee believes this result indicates that stockholders generally approve of our executive compensation program, and the compensation arrangements for our NEOs in 2025 were generally consistent with their arrangements in 2024. When making future compensation decisions for our NEOs, the Compensation Committee will continue to consider the views that stockholders express through the annual Say-on-Pay votes and through direct communication between stockholders and our Chair, our Board, and our management. Based on feedback we received from stockholders following our 2024 annual meeting, our executive annual cash incentive program framework for 2025 included a liquidity ratio instead of a debt to EBITDA ratio for the balance sheet management category used under the program, as debt to EBITDA is taken into account in our annual equity awards. We also included goals specific to each individual within the individual performance category under the program. 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. Since our 2025 annual meeting, we reached out to the holders of approximately 75% of our shares of common stock and offered meetings to solicit their input on a variety of topics, including market conditions, executive compensation, corporate strategy, board refreshment, and corporate governance practices. We met with each of the stockholders who accepted such request. Mr. Brennan, our Board Chair at the time and a member of the Compensation Committee, personally led nearly all of these meetings. The feedback we received regarding our executive compensation program was consistently positive, with stockholders expressing support for the significant performance-based aspects of the program and recent simplification of the performance metrics being utilized. A few stockholders again expressed a desire that, in the design of our annual equity awards with performance-based vesting requirements, (1) the one year FFO performance measurement period be extended to three years to align with the three year relative TSR and average net debt to EBITDAre ratio performance measurement periods utilized under the awards and to differentiate the long-term incentive program from the one year FFO measurement under our short-term incentive program, and (2) we place a greater emphasis on the three year relative TSR performance measure. As discussed in more detail in “Decisions for 2026” on page 73, we adopted these changes for the NEO annual equity awards granted in 2026.
COMPENSATION PHILOSOPHY AND OBJECTIVES
| • | To provide an incentive to achieve key strategic, operational, 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 specific performance objectives; |
COMPENSATION PHILOSOPHY AND OBJECTIVES
| • | To provide a majority of target TDC for our NEOs in the form of long-term incentive equity awards; |
COMPENSATION PHILOSOPHY AND OBJECTIVES
| • | To set total compensation to be competitive with peer group companies, taking into account our active portfolio management strategy and the skill set required to implement that strategy; and |
DESIGN FEATURES OF THE 2025 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 2025 annual short-term incentives for our NEOs based on a rigorous performance measurement framework, assessing the Company’s actual performance against pre-established operational and financial goals (including corporate social responsibility and sustainability goals). We also applied specific weightings to each performance measurement category, 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 63-66), the Compensation Committee determined that the 2025 short-term incentives for our NEOs would be approximately 119.6% to 125.6% of their target payout levels. See “Short-Term Incentives—Decisions for 2025; 2025 Key Operating and Financial Goal Setting and Performance” on page 64 for more information about how the goals are set and the Company’s performance. |
DESIGN FEATURES OF THE 2025 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 2025, approximately 65.3% of Ms. Aman’s (and approximately 55.7% of our other NEOs’) target TDC was in the form of equity-based long-term incentives. We believe equity compensation helps to align the interests of our NEOs with those of our stockholders. Annual long-term equity awards are “at risk” because the final award value depends on our stock price as well as continued service over the three-year vesting period, with three-quarters of our NEOs’ 2025 annual equity award values also being dependent upon our FFO per share performance, relative total shareholder return, and net debt to EBITDAre performance during a three-year performance period. Specifically, shares available to be earned were contingent on achievement of a threshold level of FFO per share for 2025. If that goal was achieved, vesting levels would be determined based on (i) the extent to which the threshold level of FFO per share for 2025 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 EBITDAre relative to pre-established goals over the three-year period (for the remaining 50% of the performance-based awards). |
DESIGN FEATURES OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| • | Target TDC Set Taking into Account Market Pay Levels and Payouts are Linked to Performance. The Compensation Committee did not set 2025 target TDC levels at any specific percentile against our peer group. Rather, the Compensation Committee considered peer group compensation data for 2024, as well as the other factors noted below under “2025 Named Executive Officer Compensation”, to inform its decision-making process for 2025. In setting the 2025 compensation levels, the Compensation Committee also considered the following factors: |
DESIGN FEATURES OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| — | Active Portfolio Management Strategy in Highly Competitive Markets. Our business model requires an active portfolio management strategy (see “2025 Company Performance” beginning on page 59 for a summary of our 2025 activities). We believe implementing this strategy requires a broader skill set than those of companies whose executives focus primarily on managing cash flows of a more static portfolio. |
DESIGN FEATURES OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| — | Target TDC Realized Only if Goals Achieved. In 2025, approximately 71.1% of Ms. Aman’s (and approximately 64.8% of our other NEOs’) target TDC was performance-based. 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. |
2025 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; |
2025 NAMED EXECUTIVE OFFICER COMPENSATION
| • | The NEO’s employment agreement (if any); and |
General Description
General Description Our short-term incentives (annual cash bonuses) are provided to motivate and reward our employees for the achievement of annual operational and financial goals and other strategic objectives measured over the year. During the first quarter of each 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. In establishing the performance measurement framework, the Compensation Committee considers the Company’s business plan and outlook for the year, the Company’s bonus goals and actual performance for the completed year, and feedback received from stockholders. The Compensation Committee also receives input from its independent compensation consultant, who is involved throughout the process in advising the Compensation Committee on the general structure of the program, as well as the specific metrics and goals under consideration. The Compensation Committee selects the performance categories and metrics 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 metric 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 (other than as to our CEO’s individual performance), the Compensation Committee receives input from our CEO. The Compensation Committee then applies the weightings for each performance category and metric to determine the Company’s and the Executive’s overall achievement and applicable bonus payout percentages. The maximum amount that may be awarded to an NEO is 150% of the NEO’s target short-term incentive amount.
Decisions for 2025; 2025 Key Operating and Financial Goal Setting and Performance
Decisions for 2025; 2025 Key Operating and Financial Goal Setting and Performance In February 2025, the Compensation Committee determined that the NEOs’ respective 2025 target short-term incentive amounts (as a percentage of base salary) would remain the same as their target amounts for 2024. The 2025 target short-term incentive amount for each of our NEOs was as follows: $1,435,000 for Ms. Aman, $912,750 for Mr. Smart, $475,000 for Mr. Kuehling, $560,000 for Mr. Paratte, and $560,000 for Mr. Trencher. In developing the performance measurement framework for 2025, the Compensation Committee selected performance measures that it considers to be common measures of REIT performance. Management prepared a property-by-property budget for the Company’s portfolio and integrated those budget assumptions with the Company’s platform budget assumptions to create operational and financial goals directly tied to the Company’s business plan for 2025. The Compensation Committee then reviewed and approved the Company’s proposed 2025 operational and financial 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 operational and financial 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 current market conditions, funding requirements, the level or timing of capital recycling activity, or required changes in accounting treatment). 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 2025 executive annual cash incentive program framework included four categories, each specifically weighted: an operational and financial measurement category with three goals (including FFO Per Share, leased square footage in the operating portfolio, and leased square footage 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 social responsibility and sustainability category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity). Each of the operational and financial measurement category’s three financial goals and the balance sheet management category goal 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. Based on shareholder feedback in recent years, the Compensation Committee replaced the net debt to adjusted EBITDA ratio measure that had been used in the 2024 program with the liquidity ratio measure so that the balance sheet management 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 following table shows the 2025 performance measurement framework and 2025 goals approved by the Compensation Committee in early 2025, as well as the Company’s actual 2025 performance.
2025 Performance Measurement Framework
| | | | 2025 Goals | | | | | | Category | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | 2025 Performance | Why It Is Important | | Operational and Financial | FFO Per Share(1): | 30% | $3.85 | $3.95(2) | $4.075 | $4.20 (Maximum – 150%) | Our operational and financial performance, including leasing productivity, demonstrates our ability to effectively manage our Class A portfolio. FFO is an earnings metric widely 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 impairments. | | | Leased SF – Operating Portfolio: | 20% | 1,300K | 1,600K | 2,000K | 1,455K(3) (Below Target – 75.8%) | | | | Leased SF – Development Portfolio: | 10% | 100K | 200K | 350K | 409K (Maximum – 150%) | | | Balance Sheet Management | Liquidity Ratio(4): | 10% | 1.0x | 1.5x | 2.0x | 1.94x (Below Maximum – 144%) | Prudently managing our balance sheet allows us to fund our ongoing operations and future growth opportunities. The liquidity ratio metric helps to prioritize efficient and effective capital raising based on the near- and medium-term financing needs of the Company. | | Corporate Social Responsibility and Sustainability | | 10% | In 2025, we continued efforts to embed accountability for the Company’s environmental, social, and governance (ESG) objectives within the executive team by setting specific ESG goals tailored to each executive officer. These ESG goals were intended to prompt focus on key areas where environmental sustainability, social responsibility, and good governance efforts can drive business value, such as leasing and tenant engagement, operational improvements, capital expenditure planning, development and construction, acquisition and disposition considerations, talent development, succession planning, employee communications, and enhanced controls for ESG data. | | | | Given the importance of these topics to our business, our tenants, our employees, and our stockholders, we maintain a focus on corporate social responsibility and sustainability. | | 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, when balanced with the objective criteria above. We believe this provides the Compensation Committee with the flexibility to make distinctions among the executive team. |
2025 Performance Measurement Framework
| (2) The target level of FFO Per Share for 2025 was set below the FFO Per Share level achieved for purposes of the Company’s 2024 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 recognized during 2024. Taking these circumstances into account at the time it established the goals, the Compensation Committee believed that the 2025 FFO goal would be appropriately challenging. |
2025 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 2025 targets) based on current market conditions and anticipated (at the time the time the targets are set) lease expirations during the year and the amount of other space available to lease (and, in the case of new developments, space available or anticipated to become available to lease during the year). |
2025 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 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 the interests of our NEO 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 vesting. 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 connection with the negotiation of an employment agreement, or the hiring or promoting of employees.
Decisions for 2025
| • | Three-quarters 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. |
Decisions for 2025
| • | One-quarter of our NEOs’ total annual equity award are RSUs subject to time-based vesting conditions (“time-based RSUs”). The time-based RSUs vest ratably in annual installments over a three-year vesting period and vesting is generally subject to continued service through the applicable vesting date. |
Decisions for 2025
| • | Achievement of sustained longer-term performance of the Company’s share price using 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 |
Decisions for 2025
| • | Creation of an additional retention incentive, as vesting is generally contingent on the NEO’s continued service through the end of the three-year vesting period. |
2025 Annual Equity Award Values
2025 Annual Equity Award Values In February 2025, the Compensation Committee granted each NEO 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 2025 annual equity award was appropriate based on its consideration of the factors listed on page 62.
2025 Annual Equity Award Values
| Named Executive | Time-Based RSUs(1) (25%) | Target Performance- Based RSUs(1) (75%) | Total Equity Award(1) | | Angela Aman | $1,062,500 | $3,187,500 | $4,250,000 | | Justin Smart | $687,500 | $2,062,500 | $2,750,000 | | Jeffrey Kuehling | $187,500 | $562,500 | $750,000 | | A. Robert Paratte | $425,000 | $1,275,000 | $1,700,000 | | Eliott Trencher | $330,000 | $990,000 | $1,320,000 | | (1) These amounts are the values approved by the Compensation Committee in February 2025 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. | | | |
2025 Performance-Based RSUs
2025 Performance-Based RSUs The 2025 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 2028. The total number of 2025 performance-based RSUs that ultimately vest will be determined as follows:
2025 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 2025 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). |
2025 Performance-Based RSUs
| FFO (As Adjusted) Per Share (for 2025)* | FFO (As Adjusted) Per Share Modifier* (for NEOs except Ms. Aman) | FFO (As Adjusted) Per Share Modifier* (for Ms. Aman) | | $4.075 or greater | 150% | 175% | | $3.95 | 100% | 100% | | $3.85 | 50% | 25% | | Less than $3.85 | 0% (complete forfeiture) | 0% (complete forfeiture) | | * Determined on a pro-rata basis between points | | |
2025 Performance-Based RSUs
| 68 | PROXY STATEMENT | KILROY REALTY |
2025 Performance-Based RSUs
The Banked Shares subject to the award are then subject to additional performance conditions as follows:
2025 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 (2025-2027) 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 “Named Executive Officer Compensation Tables – Description of Plan-Based Awards – Performance-Based RSUs” section below. |
2025 Performance-Based RSUs
| TSR Percentile Ranking* (2025-2027) — 50.0% Weight | TSR Modifier* (for NEOs except Ms. Aman) | TSR Modifier* (for Ms. Aman) | | 75th percentile or greater | 150% | 175% | | 51st percentile | 100% | 100% | | 25th percentile or lower | 50% | 25% | | * Determined on a pro-rata basis between points | | |
2025 Performance-Based RSUs
For example, if the TSR Percentile Ranking is at the 51st 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 51st 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 51st 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.
2025 Performance-Based RSUs
| 3. | 50% of the Banked Shares are multiplied by an Average Net Debt to EBITDAre 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 EBITDAre Ratio for the three-year performance period (2025-2027) calculated in the manner described in the “Named Executive Officer Compensation Tables – Description of Plan-Based Awards – Performance-Based RSUs” section below. |
2025 Performance-Based RSUs
| Average Net Debt to EBITDAre Ratio* (2025-2027) — 50.0% Weight | Average Net Debt to EBITDAre Ratio Modifier* (for NEOs except Ms. Aman) | Average Net Debt to EBITDAre Ratio Modifier* (for Ms. Aman) | | 6.5x or less | 150% | 175% | | 7.0x | 100% | 100% | | 7.5x or higher | 50% | 25% | | * Determined on a pro-rata basis between points | | |
2025 Performance-Based RSUs
The FFO (As Adjusted) Per Share measure applies to the 2025 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 operational and financial 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 future periods. 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 2024 due to anticipated (at the time the target was set) reductions in year-over-year occupancy and one-time non-recurring income recognized in 2024. Taking these circumstances into account at the time it established the goals, the Compensation Committee believed that the 2025 FFO goal 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 EBITDAre Ratio modifier 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.
2025 Performance-Based RSUs
| KILROY REALTY | PROXY STATEMENT | 69 |
2025 Performance-Based RSUs
The increased up-side and down-side leverage applied to the TSR modifier and the Average Net Debt to EBITDAre Ratio modifier for the award to Ms. Aman, relative to the other NEOs, 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 85 below for more information on determining FFO (As Adjusted) Per Share, TSR Percentile Ranking, Average Net Debt to EBITDAre Ratio, and related modifiers for purposes of these awards.
2025 FFO Performance Under 2025 Annual Equity Awards
2025 FFO Performance Under 2025 Annual Equity Awards In February 2026, the Compensation Committee determined that the Company’s 2025 FFO (As Adjusted) Per Share, when determined in accordance with the 2025 RSU award agreement, was $4.20. As a result, 150% (175% for Ms. Aman) of the target number of performance-based RSUs awarded in 2025 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 EBITDAre Ratio over the three-year performance period, and (2) in general, continued service through the three-year performance period.
2024 FFO Performance Under 2024 Annual Equity Awards
2024 FFO Performance Under 2024 Annual Equity Awards In February 2024, the Compensation Committee awarded RSUs to the NEOs (other than Mr. Kuehling) that had a structure similar to the RSUs awarded in February 2025. The 2024 RSUs are described more fully in the Company’s proxy statement for the 2025 annual meeting of stockholders. 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.
Performance Under 2023 Annual Equity Awards
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 and February 2025. 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 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 the retirement of John Kilroy, our former Chief Executive Officer. As a result, 150% 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.
Performance Under 2023 Annual Equity Awards
| 70 | PROXY STATEMENT | KILROY REALTY |
Performance Under 2023 Annual Equity Awards
In February 2026, the Compensation Committee made a final determination that 214.3% of the target number of performance-based RSUs awarded in 2023 to each NEO vested. The Compensation Committee’s final determination was based on (a) 150% of the target number of 2023 performance-based RSUs awarded to each NEO being Banked Shares as a result of the Company’s 2023 FFO (As Adjusted) Per Share performance, (b) a 135.7% 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 comparator group of companies (excluding Paramount Group Inc. as it was acquired during the performance period and excluded from the comparator group pursuant to the applicable award terms) over the three-year performance period being at the 71st percentile, and (c) a 150% adjustment with respect to 50% of the Banked Shares as a result of the Company’s 6.01x Average Net Debt to EBITDA Ratio over the three-year performance period (calculated as set forth in Appendix A). Additional Compensation Elements
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 defer payment of RSUs that would otherwise be made when the RSUs vest. Each deferred RSU represents the right to receive one share of our common stock in the future, subject in each case to the vesting conditions applicable to the 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 vested RSUs will generally 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 defer the payment of 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.
Severance, Retirement, and Change in Control Arrangements
Severance, Retirement, 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. In November 2025, the Compensation Committee adopted the Executive Severance Plan (as discussed in greater detail under page 94 below), and designated Mr. Paratte as a participant in the plan. The Compensation Committee also designated Mr. Smart, Mr. Kuehling, and Mr. Trencher as participants in the plan, in each case effective when the term of their employment agreement expires (March 1, 2026 as to the employment agreements with Messrs. Smart and Trencher, and March 1, 2027 as to the employment agreement with Mr. Kuehling). The Executive Severance Plan is designed to provide greater consistency between the severance protections afforded to certain eligible officers of the Company and to ensure that severance protections provided are consistent with current market practices. 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 or if there is an involuntary termination of the award holder’s employment 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 (or accelerated vesting if the award is to be terminated or there is an involuntary termination of the NEO’s employment in connection with the transaction). In November 2025, the Compensation Committee also approved a policy for our NEOs and other key employees that provides for accelerated vesting of their equity awards (pro-rata vesting in the case of performance-based RSUs) upon their retirement if they meet certain age and service requirements. The Compensation Committee believes the adoption of a retirement policy was appropriate to facilitate orderly transitions of key management positions and help ensure similarly situated employees are treated equitably. 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 — 2025,” “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.
Severance, Retirement, and Change in Control Arrangements
| 72 | PROXY STATEMENT | KILROY REALTY |
Severance, Retirement, and Change in Control Arrangements
In February 2026, the Compensation Committee determined that the base salary, target annual cash incentive (as a percentage of base salary), and total equity award value for each of our NEOs for 2026 would remain the same as their 2025 levels, except that Ms. Aman’s base salary was increased by 3.7% for 2026, Mr. Kuehling’s base salary was increased by 5.3% for 2026, and the total equity award values for Ms. Aman and Mr. Trencher were increased. The Compensation Committee determined that these increases were appropriate to better align these executives’ compensation with market levels for their positions. The executive annual cash incentive program framework for 2026 will generally include the same four categories and weightings as the 2025 program: an operational and financial measurement category with three goals (including FFO (As Adjusted) Per Share, leased square footage executed in the operating portfolio, and leased square footage executed in the development portfolio, weighted 30%, 20%, and 10%, respectively, of the overall incentive opportunity), a balance sheet management category (liquidity ratio, weighted 10% of the overall incentive opportunity), a corporate social responsibility and sustainability category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity). Consistent with the 2025 structure, each of the operational and financial measurement category’s three goals, as well as the balance sheet 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 Compensation Committee determined that FFO (As Adjusted) Per Share will remain a performance measure under both our performance-based RSUs and our 2026 annual cash incentive program because we believe it is a critical measure of both our short-term and long-term success. However, the FFO (As Adjusted) Per Share measurement period under our performance-based RSUs will now be a three-year measure, as noted below. In addition, based on shareholder feedback and a review of current peer group practices, the terms of the performance-based RSUs awarded in 2026 were revised to include three distinct performance measures, with an initial number of shares eligible to vest to be determined based on our FFO (As Adjusted) Per Share over a three-year performance period (2026, 2027, and 2028), with that number of shares being adjusted up or down based 60% on our TSR Percentile Ranking over the three-year performance period and 40% on our Average Net Debt to EBITDAre Ratio over the three-year performance period, and with no portion of the awards vesting if our cumulative FFO (As Adjusted) Per Share over the three-year performance period is below a minimum threshold level. Measuring FFO (As Adjusted) Per Share over the three years in the performance period better aligns with the long-term nature of the awards and is different than the one-year FFO (As Adjusted) Per Share measure used in our executive annual cash incentive program framework. Increasing the emphasis on our TSR Percentile Ranking over our Average Net Debt to EBITDAre Ratio further emphasizes the link between award values, on the one hand, and shareholder returns and our TSR performance on a relative basis. In addition, we will only achieve the “target” vesting level associated with our TSR Percentile Ranking if we achieve a TSR Percentile Ranking of at least the 51st percentile. In addition, in order to more closely align Ms. Aman’s performance-based RSU award with the awards granted to other executives and current peer group practices, her 2026 award provides for a vesting percentage of 37.5% for performance at the threshold level (as compared with vesting at 50% for performance at threshold level under the other executives’ awards and at 25% under Ms. Aman’s 2025 award) and a vesting percentage of 162.5% for performance at the maximum level (as compared with vesting at 150% for performance at the maximum level under the other executives’ awards and 175% under Ms. Aman’s 2025 award; resulting in a maximum cumulative vesting of 264% for Ms. Aman’s 2026 award, as compared with maximum vesting of 225% for the other executives’ 2026 awards and 306.25% maximum vesting under Ms. Aman’s 2025 award).
HOW WE MAKE COMPENSATION DECISIONS
Role of Independent Compensation Consultant The Compensation Committee has sole authority to hire, retain, and terminate the services of independent compensation consultants to assist in its decision-making process. The Compensation Committee retained Korn Ferry as its independent compensation consultant in 2025 to provide advice regarding executive and director compensation. Korn Ferry performed a comprehensive review of our 2025 executive compensation program before it was established, including the composition of our peer group, amounts and nature of compensation paid to executive officers, structure of our various compensation programs, design of our short-term incentive performance measurement framework, performance vesting requirements for our annual long-term incentive awards, and appropriate target total direct compensation levels and potential payment and vesting ranges for our executive officers. Korn Ferry also provided data to the Compensation Committee on the compensation and relative performance of our peer group, reviewed certain peer group data, and reviewed drafts of the CD&A and related compensation tables for inclusion in the Company’s Proxy Statement filed in 2025. A representative of the Compensation Committee’s independent compensation consultant regularly attends meetings of the Compensation Committee and meets privately in executive session with the Compensation Committee to discuss its recommendations, at the Committee’s discretion. During 2025, Korn Ferry received $516,982 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. Korn Ferry had been engaged to provide certain ongoing executive and director search services to the Company before the Compensation Committee’s initial decision in 2023 to retain 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 executive and director 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.
HOW WE MAKE COMPENSATION DECISIONS
When assessing the executive compensation peer group to be used for 2025, 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 peer group, which consists of the 14 publicly-traded REITs, for 2025 as highlighted in the table below.
2025 Pay Decision Peer Group: KRC Alignment Characteristics
2025 Pay Decision Peer Group: KRC Alignment Characteristics
2025 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. | $2,961 | $8,458 | $34,082 | | BXP, Inc. | $3,417 | $10,693 | $26,166 | | COPT Defense Properties | $77 | $3,135 | $4,702 | | Cousins Properties Incorporated | $986 | $4,330 | $8,890 | | Douglas Emmett, Inc. | $1,022 | $1,840 | $9,288 | | Empire State Realty Trust, Inc. | $777 | $1,110 | $4,469 | | Healthpeak Properties, Inc. | $2,649 | $11,175 | $20,336 | | Highwoods Properties, Inc. | $818 | $2,837 | $6,274 | | Hudson Pacific Properties, Inc. | $796 | $587 | $8,132 | | JBG Smith Properties | $498 | $1,007 | $4,388 | | Rexford Industrial Realty, Inc. | $1,003 | $8,995 | $12,613 | | SL Green Realty Corp. | $947 | $3,258 | $11,083 | | The Macerich Company | $1,050 | $4,728 | $8,369 | | Vornado Realty Trust | $2,007 | $6,392 | $15,521 | | 75th Percentile | $1,768 | $7,941 | $14,794 | | 50th Percentile | $994 | $3,794 | $9,089 | | 25th Percentile | $802 | $2,090 | $6,738 | | Kilroy Realty Corporation | $1,113 | $4,421 | $10,915 |
2025 Pay Decision Peer Group: KRC Alignment Characteristics
| (1) Per S&P Capital IQ database’s definition of Total Revenue, based on the publicly reported data as of December 31, 2025. |
2025 Pay Decision Peer Group: KRC Alignment Characteristics
| (2) Per S&P Capital IQ database’s definition of Market Capitalization, based on publicly available information as of December 31, 2025. |
2025 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, 2025. |
2025 Pay Decision Peer Group: KRC Alignment Characteristics
| KILROY REALTY | PROXY STATEMENT | 75 |
COMPENSATION GOVERNANCE PRACTICES
| Compensation and Governance Practices | | Consistent Engagement with Stockholders | | Independent Compensation Consultant | | Robust Stock Ownership Guidelines for Executives and Non-Employee Directors with Minimum Stock Holding Requirements | | Anti-Hedging and Anti-Pledging Policies | | Related Party Transactions Policy | | Clawback Policy | | No Single Trigger Change in Control Provisions | | No Excise Tax Gross-Ups | | No Repricing of Underwater Stock Options Without Stockholder Approval |
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, 2025, 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. 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.
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025 The following table sets forth summary information regarding compensation of our NEOs for all services rendered to us in all capacities in 2023, 2024, and 2025.
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| 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 | 2025 | 820,000 | — | 4,433,577 | 1,801,850 | 17,100 | 7,072,527 | | | 2024 | 757,949 | — | 7,545,908 | 1,775,000 | 690,856 | 10,769,713 | | Justin Smart(6) President | 2025 | 608,500 | — | 2,834,228 | 1,109,580 | 79,435 | 4,631,743 | | | 2024 | 600,000 | — | 2,773,472 | 1,113,750 | 127,391 | 4,614,613 | | | 2023 | 600,000 | — | 2,761,749 | 1,125,000 | 121,906 | 4,608,655 | | Jeffrey Kuehling(5) Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 475,000 | — | 772,969 | 567,931 | 11,750 | 1,827,650 | | | 2024 | 176,609 | — | 700,016 | 217,410 | 16,543 | 1,110,579 | | A. Robert Paratte Executive Vice President, Chief Leasing Officer | 2025 | 560,000 | | 1,752,094 | 686,361 | 81,005 | 3,079,460 | | | 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 | | Eliott Trencher Executive Vice President, Chief Investment Officer | 2025 | 560,000 | — | 1,360,430 | 703,161 | 73,212 | 2,696,803 | | | 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 |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| (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 14 “Share-Based and Other Compensation” in the Notes to Consolidated Financial Statements in the Company’s 2025 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. |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| 80 | PROXY STATEMENT | KILROY REALTY |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
As discussed in the CD&A, in 2023, 2024, and 2025, 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, 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 as of the applicable grant date. 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 14 “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 2023, 2024, and 2025, between 0% and 225% (between 0% and 306.25% in the case of the awards granted to Ms. Aman) 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 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 2023, 2024, and 2025 (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 2023, 2024, and 2025, 225% of the target level for awards other than the awards for Ms. Aman and 306.25% in the case of the awards granted to Ms. Aman).
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| 2023 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | Angela Aman | — | — | | Justin Smart | $2,074,218 | $4,640,656 | | Jeffrey Kuehling | — | — | | A. Robert Paratte | $1,282,261 | $2,868,806 | | Eliott Trencher | $905,123 | $2,025,035 | | 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 | | Eliott Trencher | $1,001,250 | $2,227,500 | | 2025 Annual Performance-Based RSUs | | | | Named Officer | Grant Date Fair Value (Based on Probable Outcome) | Grant Date Fair Value (Based on Maximum Performance) | | Angela Aman | $3,371,056 | $9,761,803 | | Justin Smart | $2,146,170 | $4,640,665 | | Jeffrey Kuehling | $585,467 | $1,265,636 | | A. Robert Paratte | $1,327,065 | $2,868,790 | | Eliott Trencher | $1,030,426 | $2,227,529 |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| (2) As described in the CD&A, each of the NEOs received a cash short-term incentive under the Company’s 2025 annual incentive program in the amount reported in column (g) of the table. |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| KILROY REALTY | PROXY STATEMENT | 81 |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| (3) The following table identifies the items reported in the “All Other Compensation” column of the table for each NEO in 2025: |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| Executive Officers | Medical Allowance | Company Contributions to Deferred Compensation Plan | Company Contributions to 401(k) Plan | Travel and Automobile - Related Expenses | Executive Physical | Total Benefits | | Angela Aman | — | — | $11,750 | — | $5,350 | $17,100 | | Justin Smart | $2,083 | $60,852 | $15,500 | $1,000 | — | $79,435 | | Jeffrey Kuehling | — | — | $11,750 | — | — | $11,750 | | A. Robert Paratte | $2,083 | $56,002 | $15,500 | $3,902 | $3,518 | $81,005 | | Eliott Trencher | — | $56,002 | $11,750 | $2,205 | $3,255 | $73,212 |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| (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 — 2025 table on page 90. |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| (5) In accordance with applicable SEC rules, only compensation information for the years in which Ms. Aman or Mr. Kuehling was a named executive officer is included in the table above. |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| (6) The amount included as 2024 “All Other Compensation” for Mr. Smart includes $2,575 of auto reimbursements inadvertently not previously reported. |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
Employment Agreements — Salary and Short-Term Incentive (Annual Cash Bonus) Amounts We entered into employment agreements with each of our NEOs (other than Mr. Paratte). In connection with the adoption of our Executive Severance Plan in November 2025, we delivered a notice of non-renewal of our employment agreements with each of Mr. Smart, Mr. Kuehling, and Mr. Trencher, in each case effective when the term of their agreement expires (March 1, 2026 as to the employment agreements with Messrs. Smart and Trencher, and March 1, 2027 as to the employment agreement with Mr. Kuehling, and in each case subject to earlier termination in accordance with the provisions of the applicable agreement). When their agreements expire, Messrs. Smart, Kuehling and Trencher will participate in our Executive Severance Plan. The provisions of the NEO employment agreements regarding severance and the Executive Severance Plan are discussed under “Potential Payments Upon Termination or Change in Control” below. On December 13, 2023, we entered into an employment agreement with Ms. Aman. The term of the employment agreement continues through March 31, 2028, subject to automatic annual renewals at the end of the scheduled term unless one party has provided at least 60 days’ advance notice of non-renewal to the other and further subject to earlier termination as provided in the agreement. The agreement provides that Ms. Aman will serve the Company as its Chief Executive Officer during the term of the agreement. The agreement provides for an initial annual base salary of $800,000 and provides that the Compensation Committee will review Ms. Aman’s base salary each year during the term of the agreement and has discretion to increase (not decrease) her base salary level. Ms. Aman’s annual rate of base salary was $820,000 in 2025. The agreement also provides for Ms. Aman’s target short-term incentive award to be set at not less than 175% of her annual base salary (with her bonus for 2025 to be not less than 50% of her target bonus for that year) and that, during the term of the agreement, Ms. Aman 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 with the grant date fair value (as determined in accordance with the Company’s equity award valuation methodology used for its financial reporting purposes) of her 2025 award to be not less than $3,500,000) and that she will 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. Aman’s agreement relating to outstanding equity incentive awards and post-termination of employment benefits are discussed under the applicable sections of this Proxy Statement.
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| 82 | PROXY STATEMENT | KILROY REALTY |
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
Mr. Smart’s employment agreement, which expired on March 1, 2026, provided for an initial annual base salary of $500,000 and provided that the Compensation Committee would review Mr. Smart’s base salary each year during the term of the agreement and had discretion to increase (not decrease) his base salary level. Mr. Smart’s annual rate of base salary was $608,500 in 2025. The agreement also provided 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 provided for Mr. Smart to participate in the Company’s executive and employee benefit plans and programs. The agreement did not provide for tax gross-up payments from us for any elements of compensation, including for excise taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code. Provisions of Mr. 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 July 30, 2024, we entered into an employment agreement with Mr. Kuehling. The term of the employment agreement continues through March 1, 2027. The agreement provides that Mr. Kuehling will serve the Company as its Executive Vice President, Chief Financial Officer during the term of the agreement. The agreement provides for an initial annual base salary of $475,000 and provides that the Compensation Committee will review Mr. Kuehling’s base salary each year during the term of the agreement and has discretion to increase (not decrease) his base salary level. The agreement also provides for Mr. Kuehling’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. Kuehling 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 with the grant date fair value (as determined in accordance with the Company’s equity award valuation methodology used for its financial reporting purposes) of his 2025 award to be not less than $750,000) and that he will 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. Kuehling’s agreement relating to outstanding equity incentive awards and post-termination of employment benefits are discussed under the applicable sections of this Proxy Statement. Mr. Trencher’s employment agreement, which expired on March 1, 2026, provided for an initial annual base salary of $500,000 and provided that the Compensation Committee would review Mr. Trencher’s base salary each year during the term of the agreement and had discretion to increase (not decrease) his base salary level. Mr. Trencher’s annual rate of base salary was $560,000 in 2025. The agreement also provided for Mr. Trencher’s target short-term incentive award to be set at not less than 100% of his annual base salary and that, during the term of the agreement, Mr. Trencher would be eligible to receive annual stock incentive awards from the Company (the size and other terms and conditions of which would be determined each year by the Compensation Committee) and that he would participate in the Company’s executive and employee benefit plans and programs.
SUMMARY COMPENSATION TABLE — 2023, 2024, AND 2025
| KILROY REALTY | PROXY STATEMENT | 83 |
GRANTS OF PLAN-BASED AWARDS — 2025
GRANTS OF PLAN-BASED AWARDS — 2025 The following table sets forth summary information regarding the incentive awards granted to our NEOs during 2025.(1)
GRANTS OF PLAN-BASED AWARDS — 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date(1) | Threshold ($) | 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 | 2/14/2025 | — | — | — | — | — | — | 30,436 | — | — | 1,062,521 | | | 2/14/2025 | — | — | — | 5,706 | 91,307 | 279,627 | — | — | — | 3,371,056 | | | 2/14/2025 | — | 1,435,000 | 2,152,500 | — | — | — | — | — | — | — | | Justin Smart | 2/14/2025 | — | — | — | — | — | — | 19,694 | — | — | 687,518 | | | 2/14/2025 | — | — | — | 14,770 | 59,081 | 132,932 | — | — | — | 2,146,710 | | | 2/14/2025 | — | 912,750 | 1,369,125 | — | — | — | — | — | — | — | | Jeffrey Kuehling | 2/14/2025 | — | — | — | — | — | — | 5,371 | — | — | 187,502 | | | 2/14/2025 | — | — | — | 4,028 | 16,113 | 36,254 | — | — | — | 585,467 | | | 2/14/2025 | — | 475,000 | 712,500 | — | — | — | — | — | — | — | | A. Robert Paratte | 2/14/2025 | — | — | — | — | — | — | 12,175 | — | — | 425,029 | | | 2/14/2025 | — | — | — | 9,130 | 36,523 | 82,176 | — | — | — | 1,327,065 | | | 2/14/2025 | — | 560,000 | 840,000 | — | — | — | — | — | — | — | | Eliott Trencher | 2/14/2025 | — | — | — | — | — | — | 9,453 | — | — | 330,004 | | | 2/14/2025 | — | — | — | 7,089 | 28,359 | 63,807 | — | — | — | 1,030,430 | | | 2/14/2025 | — | 560,000 | 840,000 | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS — 2025
| (1) The table includes the target and maximum 2025 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 2025. |
GRANTS OF PLAN-BASED AWARDS — 2025
| (2) The threshold level of the performance-based RSUs granted in February 2025 is presented based on achieving the threshold level of FFO (As Adjusted) Per Share for 2025 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 EBITDAre Ratio. |
GRANTS OF PLAN-BASED AWARDS — 2025
| (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 14 “Share-Based Compensation” in the Notes to Consolidated Financial Statements in the Company’s 2025 Form 10-K filed with the SEC. Also see footnote (1) to the Summary Compensation Table above. |
GRANTS OF PLAN-BASED AWARDS — 2025
| 84 | PROXY STATEMENT | KILROY REALTY |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025 The following table sets forth summary information regarding the outstanding stock awards held by each of our NEOs as of December 31, 2025, 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, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| | | 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 | 2/1/2024 | — | — | 145,220(4) | 5,426,887 | | | 2/1/2024 | 18,441(3) | 689,128 | — | — | | | 2/14/2025 | — | — | 167,208(6) | 6,248,558 | | | 2/14/2025 | 31,849(5) | 1,190,214 | — | — | | Justin Smart | 2/6/2023 | — | — | 92,590(8) | 3,460,076 | | | 2/6/2023 | 19,569(7) | 731,284 | — | — | | | 2/1/2024 | — | — | 97,802(4) | 3,654,851 | | | 2/1/2024 | 21,197(3) | 792,117 | — | — | | | 2/14/2025 | — | — | 92,737(6) | 3,465,587 | | | 2/14/2025 | 20,609(5) | 770,143 | — | — | | Jeffrey Kuehling | 8/19/2024 | 21,941(9) | 819,938 | — | — | | | 2/14/2025 | — | — | 25,292(6) | 945,160 | | | 2/14/2025 | 5,620(5) | 210,036 | — | — | | A. Robert Paratte | 2/6/2023 | — | — | 57,238(8) | 2,138,984 | | | 2/6/2023 | 4,240(7) | 158,443 | — | — | | | 2/1/2024 | — | — | 60,460(4) | 2,259,378 | | | 2/1/2024 | 8,958(3) | 334,750 | — | — | | | 2/14/2025 | — | — | 57,329(6) | 2,142,374 | | | 2/14/2025 | 12,470(5) | 476,109 | — | — | | Eliott Trencher | 2/6/2023 | — | — | 40,403(8) | 1,509,867 | | | 2/6/2023 | 2,994(7) | 111,881 | — | — | | | 2/1/2024 | — | — | 46,945(4) | 1,754,321 | | | 2/1/2024 | 6,955(3) | 259,899 | — | — | | | 2/14/2025 | — | — | 44,514(6) | 1,663,489 | | | 2/14/2025 | 9,892(5) | 369,664 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (1) The number of shares or units shown in columns (c) and (e) includes dividend equivalents credited with respect to the award as of December 31, 2025. Dividend equivalents vest at the same time and subject to the same conditions as the award to which they relate. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (2) The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units reported in columns (d) and (f), respectively, by $37.37 (the Company’s closing stock price on December 31, 2025). |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (3) The unvested portions of these awards were each scheduled to vest in two equal installments on January 5, 2026 and January 5, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| KILROY REALTY | PROXY STATEMENT | 87 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (4) These are the unvested portions of the performance-based RSUs granted to our NEOs in February 2024 which were outstanding at the end of the fiscal year and were scheduled to vest on a three-year “cliff” basis on the first date following December 31, 2026 on which the Compensation Committee determined that the performance vesting conditions had been achieved by the Company. The number of performance-based RSUs that vested on that date was 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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (5) The unvested portions of these awards were each scheduled to vest in three equal installments on January 5, 2026, January 5, 2027, and January 5, 2028. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (6) These are the unvested portions of the performance-based RSUs granted to our NEOs in February 2025, which are scheduled to vest on a three-year “cliff” basis on the first date following December 31, 2027 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 2025 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 2025-2027, 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 EBITDAre Ratio for the three-year period 2025-2027. 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 2025, 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 EBITDAre Ratio. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (7) The unvested portions of these awards were scheduled to vest on January 5, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| (9) This reflects an initial RSU award granted to Mr. Kuehling on August 19, 2024 in connection with his employment agreement, which were scheduled to vest on January 6, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — 2025
| 88 | PROXY STATEMENT | KILROY REALTY |
OPTION EXERCISES AND STOCK VESTED — 2025
OPTION EXERCISES AND STOCK VESTED — 2025 The following table summarizes the vesting of stock awards during 2025 that were previously granted to our NEOs. None of our NEOs held or exercised any Company stock options during 2025.
OPTION EXERCISES AND STOCK VESTED — 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | (a) | (b) | (c) | | Angela Aman(2) | 116,879 | 4,492,224 | | Justin Smart(3) | 76,034 | 2,866,002 | | Jeffrey Kuehling | — | — | | A. Robert Paratte(4) | 55,022 | 2,081,323 | | Eliott Trencher(5) | 21,484 | 827,250 |
OPTION EXERCISES AND STOCK VESTED — 2025
| (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 116,879 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2025 with a value of $4,492,2274. Of these RSUs, none were deferred pursuant to our deferred compensation program. (3) Includes 76,034 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2025 with a value of $2,866,002. Of these RSUs, 76,034 were deferred pursuant to our deferred compensation program and are included in the “Registrant Contributions in Last FY” column of the Nonqualified Deferred Compensation – 2025 table below. (4) Includes 55,022 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2025 with a value of $2,081,323. Of these RSUs, none were deferred pursuant to our deferred compensation program. (5) Includes 21,483 RSUs (including RSUs that were issued as dividend equivalents and were subject to vesting requirements) that vested during 2025 with a value of $827,250. Of these RSUs, none were deferred pursuant to our deferred compensation program. |
OPTION EXERCISES AND STOCK VESTED — 2025
| KILROY REALTY | PROXY STATEMENT | 89 |
NONQUALIFIED DEFERRED COMPENSATION — 2025
NONQUALIFIED DEFERRED COMPENSATION — 2025 The following table sets forth summary information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during 2025, and the total deferred amounts for the NEOs as of December 31, 2025.
NONQUALIFIED DEFERRED COMPENSATION — 2025
| Name | Executive Contributions in Last FY ($) | 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 | 769,857 | 2,801,064 | 891,431 | — | 16,890,023 | | Jeffrey Kuehling | — | — | — | — | — | | A. Robert Paratte | 157,454 | 56,002 | 156,533 | — | 1,336,117 | | Eliott Trencher | — | 56,002 | 79,909 | — | 547,121 |
NONQUALIFIED DEFERRED COMPENSATION — 2025
| (1) The amount reported as registrant contributions in 2025 under column (c) includes each NEO’s RSUs that vested in 2025 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 2025, 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 $2,740,212 for Mr. Smart. The amounts reported as registrant contributions in the table above also include cash-settled obligations of $60,852 for Mr. Smart, $56,002 for Mr. Paratte, and $56,002 for Mr. Trencher, and are also included as 2025 compensation for the NEOs in the “All Other Compensation” column of the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION — 2025
| (2) The amount reported as aggregate earnings in 2025 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, 2025). No amounts reported in this column were reported as 2025 compensation for the NEOs in the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION — 2025
| (3) The balance at the end of 2025 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 2025 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. |
NONQUALIFIED DEFERRED COMPENSATION — 2025
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. 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 2025 consisted of a variety of publicly-available mutual funds with annual returns for 2025 ranging from 2.51% to 32.18%. 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.
NONQUALIFIED DEFERRED COMPENSATION — 2025
| 90 | PROXY STATEMENT | KILROY REALTY |
NONQUALIFIED DEFERRED COMPENSATION — 2025
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).
NONQUALIFIED DEFERRED COMPENSATION — 2025
| KILROY REALTY | PROXY STATEMENT | 91 |
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, 2025. Ms. Aman’s employment agreement generally provides that if her employment is terminated by the Company without “cause” or by Ms. Aman for “good reason” (as those terms are defined in her employment agreement), she will be entitled to receive the following payments and benefits (the “Aman Termination Benefits”): (i) accrued but unpaid compensation through the date of termination; (ii) 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); (iii) cash severance pay equal to two times the sum of her annual rate of base salary and her target annual bonus opportunity (the “Aman Severance Payment”); (iv) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to eighteen months after the date of termination, and (v) full vesting of the initial equity award granted pursuant to her employment agreement. 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. 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 her employment agreement) of the Company or at any time after such a Change in Control, Ms. Aman will be entitled to receive the Aman Termination Benefits described above, except that the severance multiplier for the Aman Severance Payment would be “three” instead of “two” and she would be entitled to the following benefits: (i) 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, she will be entitled to accelerated vesting of the entire outstanding and unvested portion of the award; and (ii) 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. The employment agreement requires Ms. Aman to sign a general release of claims in favor of the Company in order to receive benefits in connection with a termination of employment described above, other than accrued but unpaid compensation through the date of termination and other than in connection with a termination due to Ms. Aman’s death or disability. Mr. Smart’s employment agreement provided that, if his employment was terminated by the Company without “cause” or by Mr. Smart for “good reason” (as these terms were defined in his employment agreement), he would be entitled to receive the following payments and benefits (together with the Smart Severance Payment (as defined below), the “Smart Termination Benefits”): (i) accrued but unpaid compensation through the date of termination; (ii) in lieu of any annual incentive compensation, a partial year bonus based on actual performance against bonus targets as of the date of termination; (iii) full vesting of time-based equity awards; (iv) vesting of performance-based cash or equity awards (excluding outperformance incentive awards) as governed by the applicable plans, programs, and agreements, but (unless otherwise provided in an applicable award agreement) with the objectives of such awards deemed to be met at the greater of (a) target on the date of termination or (b) actual performance as of the date of termination and reasonably anticipated performance through the remainder of the year; (v) all payments due under any other compensatory or benefit plan, including any deferrals; and (vi) payment of the premiums charged for Mr. Smart, his spouse, and his eligible dependents to continue medical coverage under COBRA for two years after the date of termination. In addition, Mr. Smart would be entitled to receive a cash severance payment (the “Smart Severance Payment”) equal to the sum of (i) two times his annual base salary and (ii) two times the average of his two highest target “annual incentives” (that is, the sum of the short-term incentive award and the annual stock award (determined based on the target level of the award) as detailed in Mr. Smart’s employment agreement) during the three preceding full performance years.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 92 | PROXY STATEMENT | KILROY REALTY |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
If Mr. Smart’s employment was terminated due to his death, he would be entitled to receive the Smart Termination Benefits described above, except that (i) his Smart Severance Payment described above would be determined using a multiplier of “one” instead of “two,” and (ii) the payment of the premiums to continue medical coverage under COBRA for Mr. Smart, his spouse, and his dependents, as applicable, would be for one year after the date of termination. If Mr. Smart’s employment was terminated due to his disability, he would be entitled to receive the Smart Termination Benefits described above, except that the payment of the premiums to continue medical coverage under COBRA for Mr. Smart, his spouse, and his dependents, as applicable, would be for one year after the date of termination. The employment agreement required Mr. Smart to sign a general release of claims in favor of the Company in order to receive benefits in connection with a termination of employment described above (including the Smart Severance Payment), other than accrued but unpaid compensation through the date of termination.
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) | | 2025 | $0 | | $0 | $7,072,527 | $14,024,591 | $3,058,914 | $4,868,036 | $84.29 | $126.71 | $302.64 | $4.20 | | 2024 | $19,329,047 | | 17,096,780 | $ 10,769,713 | $ 14,249,369 | $2,755,267 | $4,413,052 | $86.01 | $123.90 | $232.95 | $4.59 | | 2023 | $12,562,542 | | 25,900,093 | $0 | $0 | $2,690,472 | $3,753,632 | $79.78 | $118.09 | $238.29 | $4.74 | | 2022 | $12,861,760 | ($ | 2,765,523) | $0 | $0 | $2,542,703 | $1,051,595 | $72.47 | $106.05 | $259.49 | $4.77 | | 2021 | $13,132,136 | | 17,166,531 | $0 | $0 | $2,825,077 | $4,112,722 | $119.30 | $141.30 | $658.91 | $4.23 |
Table
| (3) For purposes of this table, the compensation actually paid (also referred to as “Compensation Actually Paid” or “CAP”) to each of our Named Executive Officers (including, for this purpose, Mr. Kilroy and each former named executive officer included in one of the Non-PEO NEO groups) means the executive officer’s total compensation as reflected in the Summary Compensation Table for the applicable year less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the executive officer for the applicable year, and adjusted for the following with respect to the RSUs granted to the executive officer: |
Table
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | 2025 | | | Summary Compensation Table Total | | 7,072,527 | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($ | 4,433,577) | | Change in Pension Value | | 0 | | Pension Service Cost and Associated Prior Service Cost | | 0 | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 8,164,277 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 2,565,408 | | 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 | ($ | 221,072) | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | 877,028 | | Compensation Actually Paid | | 14,024,591 |
Table
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | 2025 | | | Summary Compensation Table Total | | 3,058,914 | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($ | 1,679,930) | | Change in Pension Value | | 0 | | Pension Service Cost and Associated Prior Service Cost | | 0 | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 2,601,097 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 299,517 | | 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 | ($ | 91,204) | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | 679,642 | | Compensation Actually Paid | | 4,868,036 |
DIRECTOR COMPENSATION TABLE — 2025
DIRECTOR COMPENSATION TABLE — 2025 The following table sets forth summary information regarding our compensation practices for each of our non-employee directors for 2025. As noted above, Ms. Aman is not receiving additional compensation for her service as a director.
DIRECTOR COMPENSATION TABLE — 2025
| 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 ($) | All Other Compensa- tion ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Edward Brennan, PhD | 215,769 | 145,017 | — | — | — | — | 360,786 | | Daryl Carter | 90,000 | 145,017 | — | — | — | — | 235,017 | | Jolie Hunt | 123,000 | 145,017 | — | — | — | — | 268,017 | | Scott Ingraham | 52,294 | — | — | — | — | — | 52,294 | | Louisa Ritter | 110,000 | 145,017 | — | — | — | — | 255,017 | | Gary Stevenson | 125,000 | 145,017 | — | — | — | — | 270,017 | | Peter Stoneberg | 128,000 | 145,017 | — | — | — | — | 273,017 |
DIRECTOR COMPENSATION TABLE — 2025
| (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. |
DIRECTOR COMPENSATION TABLE — 2025
On May 20, 2025, each of our non-employee directors elected at the 2025 annual meeting of stockholders received an annual award of 4,428 RSUs under the 2006 Plan. Each of these awards had an accounting fair value at the grant date of $145,017 and will vest on the date of the 2026 Annual Meeting. None of our non-employee directors held any outstanding Company option awards as of December 31, 2025. 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, 2025 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 1,626 RSUs subject to Mr. Carter’s initial director award granted in May 2024 are scheduled to vest on May 22, 2026) are:
DIRECTOR COMPENSATION TABLE — 2025
| Director | Unvested Stock Awards | | Edward Brennan, PhD | 4,554 | | Daryl Carter | 6,180 | | Jolie Hunt | 4,554 | | Scott Ingraham | 0 | | Louisa Ritter | 4,554 | | Gary Stevenson | 4,554 | | Peter Stoneberg | 4,554 |
DIRECTOR COMPENSATION TABLE — 2025
| KILROY REALTY | PROXY STATEMENT | 107 |
DIRECTOR COMPENSATION TABLE — 2025
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS The following table sets forth certain information, as of March 1, 2026, 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.
DIRECTOR COMPENSATION TABLE — 2025
| 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) | 15,959,458 | 13.65% | | BlackRock, Inc.(4) | 13,691,355 | 11.71% | | D1 Capital Partners L.P., Inc.(5) | 10,400,212 | 8.90% | | Cohen & Steers(6) | 9,619,243 | 8.23% | | Norges Bank(7) | 9,057,009 | 7.75% | | Directors, Director Nominees and NEOs: | | | | Angela Aman | 76,770(8) | * | | Justin Smart | 476,973(9) | * | | Eliott Trencher | 61,726(10) | * | | Jeffrey Kuehling | 15,236(11) | * | | A. Robert Paratte | 100,271(12) | * | | Edward Brennan, PhD | 42,436(13) | * | | Louisa Ritter | 18,751(14) | * | | Gary Stevenson | 33,018(15) | * | | Peter Stoneberg | 29,968(16) | * | | Jolie Hunt | 20,645(17) | * | | Daryl Carter | 6,425(18) | * | | David Kieske | 0(19) | | | Cia Buckley Marakovits | 0(20) | | | All Directors and Executive Officers as a Group (16 persons) | 976,948(21) | 0.83% |
DIRECTOR COMPENSATION TABLE — 2025
| * Represents less than 1% of the outstanding shares of our common stock. |
DIRECTOR COMPENSATION TABLE — 2025
| (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. |
DIRECTOR COMPENSATION TABLE — 2025
| 108 | PROXY STATEMENT | KILROY REALTY |
DIRECTOR COMPENSATION TABLE — 2025
| (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, 2026. The percentage of outstanding shares of common stock beneficially owned by a person is based on 116,882,502 shares of common stock outstanding as of March 1, 2026. 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, 2026 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, 2026 are vested and paid and that no unvested RSUs held by other persons are vested. |
DIRECTOR COMPENSATION TABLE — 2025
| (3) Represents the number of shares of common stock beneficially owned as of September 30, 2025 as reported on Schedule 13G/A filed with the SEC on October 31, 2025, by The Vanguard Group, Inc. (“Vanguard Group”) either directly or through its affiliates. Such report indicates that Vanguard Group has shared voting power over 739,255 shares, sole dispositive power over 15,077,875 shares and shared dispositive power over 881,583 shares of common stock. The address for Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. On March 27, 2026, Vanguard Group filed a 13G/A with the SEC reporting that, following an internal realignment in January 2026, Vanguard Group no longer has, or is deemed to have, beneficial ownership over these shares of common stock and that certain of its subsidiaries and/or business divisions of such subsidiaries that formerly had, or were deemed to have had, beneficial ownership with Vanguard Group will report beneficial ownership separately on a disaggregated basis from Vanguard Group. No Schedule 13G reporting such beneficial ownership has been filed as of April 8, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (4) Represents the number of shares of common stock beneficially owned as of March 31, 2025, as reported on Schedule 13G/A filed with the SEC on April 30, 2025, by BlackRock, Inc. (“BlackRock”) either directly or through its affiliates. Such report indicates that BlackRock has sole voting power over 12,713,257 shares and sole dispositive power over 13,691,355 shares of common stock. The address for BlackRock is 50 Hudson Yards, New York, New York 10001. |
DIRECTOR COMPENSATION TABLE — 2025
| (5) Represents the number of shares of common stock beneficially owned as of December 31, 2025, as reported on Schedule 13G/A filed with the SEC on February 17, 2026, by D1 Capital Partners L.P. (“D1 Capital”) either directly or through its affiliates. Such report indicates that D1 Capital has shared voting power over 10,400,212 shares, sole dispositive power over 0 shares and shared dispositive power over 10,400,212 shares of common stock. The address for D1 Capital is 9 West 57th Street, 36th Floor New York, New York 10019. |
DIRECTOR COMPENSATION TABLE — 2025
| (6) Represents the number of shares of common stock beneficially owned as of December 31, 2025, as reported on Schedule 13G/A filed with the SEC on February 13, 2026, by Cohen & Steers, Inc. (“Cohen & Steers”) either directly or through its affiliates. Such report indicates that Cohen & Steers has sole voting power over 5,658,814 shares and sole dispositive power over 9,619,243 shares of common stock. The address for Cohen & Steers is 1166 Avenue of the Americas, 30th Floor New York, NY 10036. |
DIRECTOR COMPENSATION TABLE — 2025
| (7) 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. |
DIRECTOR COMPENSATION TABLE — 2025
| (8) Includes 76,770 shares of common stock held directly. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (9) Includes (i) 140,447 shares of common stock held directly; and (ii) 336,526 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (10) Includes 61,726 shares of common stock held directly. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (11) Includes 15,236 shares of common stock held directly. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (12) Includes 100,271 shares of common stock held directly. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (13) Includes (i) 20,574 shares of common stock held directly; and (ii) 21,862 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (14) Includes (i) 8,072 shares of common stock held directly; and (ii) 10,679 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (15) Includes 33,018 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (16) Includes (i) 14,197 shares of common stock held directly; and (ii) 15,771 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (17) Includes (i) 20,645 shares of common stock held directly; and (ii) 0 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (18) Includes 6,425 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (19) Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (20) Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| (21) Includes (i) 517,200 shares of common stock held directly and (ii) 459,748 RSUs held directly that are vested or will vest within 60 days of March 1, 2026. Excludes RSUs that are not vested and will not vest within 60 days of March 1, 2026. |
DIRECTOR COMPENSATION TABLE — 2025
| KILROY REALTY | PROXY STATEMENT | 109 |
DIRECTOR COMPENSATION TABLE — 2025
OTHER MATTERS