KILROY REALTY CORP
For the period ended May 20, 2025. Filed Apr 10, 2025.
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May 20, 2025 · Filed Apr 10, 2025
Contents
PROXY SUMMARY
This section highlights information about Kilroy Realty Corporation (“we,” “our,” “us,” or the “Company”) and our Board of Directors (the “Board”). This section does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting.
BUSINESS HIGHLIGHTS
In 2024, we saw strengthening momentum across our markets, enabling us to execute on our strategic initiatives while preserving significant financial flexibility and liquidity to support our long-term, balanced business plan. This momentum was reflected in the Company’s highest leasing volume since 2019. Our experienced leadership team remained focused on managing our premier portfolio while successfully navigating a rapidly evolving business environment.
| LEASING | 2024 CHANGE IN GAAP RENTS(1) | YEAR-END LIQUIDITY(2) |
|---|---|---|
| 1.78M SF | +8.2% | $1.3B |
Throughout 2024, we signed approximately 1,778,000 square feet of leases, our highest annual leasing volume since 2019, with average rental rates 8.2% above prior rental rates on a GAAP basis.(1) On the capital allocation front, we completed the strategic acquisition of an approximately 104,000 square foot office property, comprised of two buildings adjacent to our highly successful One Paseo mixed-use project in the Del Mar submarket of San Diego, for $35.0 million. To maintain financial flexibility and liquidity, we completed a $400.0 million public offering of 12-year senior unsecured notes in January, recast our $1.1 billion unsecured revolving credit facility in March, and fully repaid $403.7 million of senior unsecured notes at par in December —finishing the year with approximately $1.3 billion in liquidity.
More information on the Company’s 2024 performance is detailed on pages 45-46.
COMPENSATION HIGHLIGHTS
The Executive Compensation Committee of the Board (the “Compensation Committee”) approved the 2024 compensation arrangements for each of the named executive officers identified on page 42 (our “NEOs”). Below are highlights of the 2024 compensation arrangements for our NEOs from the Compensation Discussion and Analysis (the “CD&A”) section of this Proxy Statement.
Angela Aman joined the Company as our Chief Executive Officer (“CEO”) in January 2024 and Jeffrey Kuehling joined the Company as our Chief Financial Officer (“CFO”) in August 2024. The terms of Ms. Aman’s employment are discussed in the “Employment Agreement with Angela M. Aman” section of the CD&A below. The terms of Mr. Kuehling’s employment with us are discussed in the “Employment Agreement with Jeffrey Kuehling” section of the CD&A below.
Continued Emphasis on Long-Term Incentive Awards and Performance-Based Compensation
| • | Long-term equity compensation, tied to three-year performance and time-based vesting, is the largest component of each NEO’s total compensation opportunity. |
| • | Three-fourths of the 2024 annual equity awards for our NEOs are subject to performance-based vesting requirements and include a performance measure based on our relative total shareholder return (“TSR”)(3). |
| • | Approximately 86% of Ms. Aman’s target total direct compensation (“TDC”)(4) and approximately 78% of our other NEOs’ target TDC for 2024 was not guaranteed but rather was tied to metrics related to Company performance and/or stock price, and therefore meaningfully “at risk.” |
| (1) | Change in GAAP rents for leases executed is calculated as the change between the expiring GAAP rent and the new GAAP rent for the same space. Space that was vacant when the property was acquired is excluded from our change in rents calculation to provide a more meaningful market comparison. |
| (2) | Liquidity is comprised of approximately $0.2 billion of cash and cash equivalents and approximately $1.1 billion available under the fully undrawn unsecured revolving credit facility. |
| 2 | PROXY STATEMENT | KILROY REALTY |
2025 Target
Total Direct Compensation
| (3) | For purposes of this Proxy Statement, TSR is calculated assuming dividend reinvestment. |
| (4) | As used in this Proxy Statement, “target TDC” is the executive’s base salary, target annual cash incentive, and grant date fair value (based on the value approved by the Compensation Committee and used to determine the number of shares subject to the award) of annual long-term incentive awards granted to the executive in 2024. In this Proxy Statement, when presenting the average target TDC for our NEOs, Mr. Kilroy has been excluded as he retired from the Company in 2024. |
| KILROY REALTY | PROXY STATEMENT | 3 |
|---|
CORPORATE GOVERNANCE HIGHLIGHTS
The Company is committed to good corporate governance, which promotes the long-term interests of stockholders, reinforces the accountability of the Board, and helps build public trust in the Company. Highlights include the following:
| Independent Board Leadership and Practices | ✓ Independent Board Chair ✓ Supermajority Board Independence (all directors except for our CEO) ✓ Commitment to Director Candidate Pools that Represent an Appropriate Mix of Professional and Personal Experiences and Characteristics ✓ Two New Directors Added in 2024 ✓ Robust Director Overboarding Policy ✓ Audit, Executive, Compensation, and Nominating/Corporate Governance Committees Composed Solely of Independent Directors ✓ Dedicated Board Committee Oversight of Corporate Social Responsibility and Sustainability ✓ Comprehensive Board Risk Oversight Practices ✓ Regular Strategic Updates from the CEO and Access to Management ✓ Executive Sessions of Independent Directors ✓ Regular Board and Committee Self-Evaluations |
|---|---|
| Robust Stockholder Rights | ✓ Majority Voting for Directors in Uncontested Elections ✓ Annual Director Elections (Declassified Board) ✓ Stockholder Proxy Access Rights Reflecting Market Standard Terms ✓ Annual Say-on-Pay Voting ✓ Stockholder Right to Call a Special Meeting ✓ Stockholder Right to Amend Bylaws by a Majority Vote ✓ No Stockholder Rights Plan |
| Compensation Governance Best Practices | ✓ 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 ✓ Regular Engagement with Investors ✓ No Single Trigger Change in Control Provisions ✓ No Excise Tax Gross-Ups ✓ No Repricing of Underwater Stock Options Without Stockholder Approval |
| 4 | PROXY STATEMENT | KILROY REALTY |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.