KILROY REALTY CORP
For the period ended May 19, 2026. Filed Apr 9, 2026.
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May 19, 2026 · Filed Apr 9, 2026
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 2025, we capitalized on accelerating momentum across our markets to meet our near-term operational and financial goals, while also advancing our long-term strategic priorities and maintaining robust financial flexibility and liquidity. This momentum was underscored by the Company achieving its highest annual level of leasing activity since 2019. Our seasoned leadership team remained focused on optimizing our premier portfolio, recycling capital in a disciplined manner, and effectively navigating a fast-changing business landscape.
| FFO PER SHARE(1) | LEASING | DISPOSITIONS(2) | ACQUISITIONS | YEAR-END LIQUIDITY(3) |
| $4.20 | 2.1M SF | $466.0M | $397.3M | $1.3B |
Throughout 2025, we signed approximately 2,051,000 square feet of leases, our highest annual leasing volume since 2019, inclusive of approximately 384,000 square feet of leasing at Kilroy Oyster Point Phase 2 (“KOP 2”), the Company’s premier life science development project in the heart of South San Francisco. On the capital allocation front, we closed on approximately $466.0 million of operating property sales(1) across six buildings totaling approximately 1,068,000 square feet in West Los Angeles, Silicon Valley, and Hollywood. Complementing these dispositions, we completed the strategic acquisitions of Maple Plaza, an approximately 306,000-square-foot office property in the Beverly Hills submarket of Los Angeles, for $205.3 million, and Nautilus, an approximately 232,000-square-foot multi-tenant life science campus in the Torrey Pines submarket of San Diego, for $192.0 million. To maintain financial flexibility and liquidity, we completed a $400.0 million public offering of 10-year senior unsecured notes in August and fully redeemed $400.0 million of unsecured senior notes in September, finishing the year with approximately $1.3 billion in liquidity.
COMPENSATION HIGHLIGHTS
The Executive Compensation Committee of the Board (the “Compensation Committee”) approved the 2025 compensation arrangements for each of the named executive officers identified on page 58 (our “NEOs”). Below are highlights of the 2025 compensation arrangements for our NEOs from the Compensation Discussion and Analysis (the “CD&A”) section of this Proxy Statement.
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. |
| (1) | See Appendix A for the definition of “FFO Per Share” and a reconciliation of net income available to common stockholders computed in accordance with GAAP to FFO Per Share. |
| (2) | Does not include assets classified as held for sale as of December 31, 2025. |
| (3) | 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 |
| • | 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) |
| • | Approximately 87.4% of Ms. Aman’s target total direct compensation (“TDC”) and approximately 78.8% of our other NEOs’ target TDC for 2025 was not guaranteed but rather was tied to metrics related to performance and/or stock price, and therefore meaningfully “at risk.”(2) |
2025 Target
Total Direct Compensation
| (1) | For purposes of this Proxy Statement, TSR is calculated assuming dividend reinvestment. |
| (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. |
| KILROY REALTY | PROXY STATEMENT | 3 |
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CORPORATE GOVERNANCE HIGHLIGHTS
The Company is committed to good corporate governance that 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 Effective Board Practices | ✓ Independent Board Chair ✓ Supermajority Board Independence (all directors except for our CEO) ✓ Committees Composed Solely of Independent Directors ✓ Executive Sessions of Independent Directors ✓ Comprehensive Board Risk Oversight Practices ✓ Director Overboarding Policy ✓ Regular Strategic Updates from the CEO and Consistent Access to Management ✓ Regular Board and Committee Self-Evaluations ✓ Proactive Board Refreshment Practices ✓ Board Reflects Broad Diversity of Backgrounds and Experiences, Including Four Women and One Racially/Ethnically Diverse Director ✓ Commitment to Director Candidate Pools that Represent a Robust Mix of Professional and Personal Experiences and Characteristics |
|---|---|
| Robust Stockholder Rights | ✓ Annual Director Elections (Declassified Board) ✓ Majority Voting for Directors in Uncontested Elections ✓ 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 and Governance Best 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 |
| 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.