Kilroy Realty : Proxy Statement

PROXY STATEMENT

Kilroy Realty Corporation

April 2024

ON THE COVER

ABOUT KILROY

One Paseo is a deeper notion of mixed-use. It is a place where a two-minute stroll takes you from your luxury apartment to your office, and from your office to a vibrant shopping and dining experience. But One Paseo is more than a convenient lifestyle. It is an attitude. A spirit of community that, even if you don't live or work here, invites you to meet up, hang out and join in.

Located in one of the most sought after places to live, work, and play, One Paseo is designed with life's little luxuries in mind. One Paseo is Del Mar's first true Class A mixed-use development, combining world-class retail, office, and residential.

Kilroy is a place where innovation works. We have made it our mission to provide creative work environments that spark inspiration and productivity for the country's very best thinkers and doers. Home to approximately 260 employees, we are actively planning, building, and managing millions of square feet of innovative and sustainable properties that positively define the workspace across Los Angeles, San Diego, the San Francisco Bay Area, Seattle, and Austin.

KILROY REALTY CORPORATION

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

April 12, 2024

To Our Stockholders:

I was honored to step into my new role as Kilroy's chief executive officer in January of this year and am excited to be a part of a platform defined by its premier portfolio, strategic capital allocation, sustainability leadership, and strong balance sheet. Kilroy has been a leader in the real estate industry for over 75 years and has proven to be both resilient and opportunistic throughout many macroeconomic and real estate cycles. I look forward to building on the success that the Company has had under the leadership of my predecessor, John Kilroy, to capture outsized growth opportunities and create sustainable long-term value for our stockholders.

This past year brought positive trends for our sector, with an increase in employees returning to the physical office, as well as an uptick in foot traffic, public transit usage, and domestic travel and tourism. During 2023, Kilroy successfully leased over 1.3 million square feet, our highest annual leasing volume since 2019, and we are excited to continue to capitalize on recent momentum as we work closely with our tenants to respond to the evolving ways that people gather, work, and live in each of our markets.

Kilroy's longstanding commitment to sustainability continues to differentiate this platform, particularly with our high-quality tenant base, that is focused on many of the same ambitious sustainability goals that we are. We have maintained carbon-neutral operations across our portfolio since 2020, and in 2023, we were awarded the ENERGY STAR Partner of the Year Sustained Excellence Award for the eighth consecutive year. We were also proud to be named the GRESB Regional Sector Leader in the Americas for Development, earning the highly competitive GRESB 5 Star designation, and were included for the fourth year in a row in Bloomberg's Gender Equality Index.

While our sector continues to face challenges, we believe that Kilroy is exceptionally well-positioned for continued success and industry leadership in the years to come. We have a tremendous Class A portfolio - one of the youngest in the space - that has been built over many years of prudent and thoughtful capital allocation, and an incredible, performance-oriented team across every discipline within our organization. As we navigate challenging market conditions, we will remain focused on the core values that have consistently guided Kilroy's strategy, and seek to stay ahead of creeping functional obsolescence in our space as we also take advantage of growth opportunities as they present themselves. I look forward to working as part of the Kilroy team as we take a fresh look at every facet of our business, while maintaining the Company's commitment to innovation, wellness and sustainability, and financial discipline.

Thank you for your investment in Kilroy and your trust in our management team, our Board of Directors, and our mission.

Sincerely,

Angela M. Aman

Chief Executive Officer

KILROY REALTY CORPORATION

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

April 12, 2024

To Our Fellow Stockholders:

On behalf of the entire Board of Directors, I would like to thank you for your continued investment in and commitment to Kilroy. In 2023, we continued our pursuit of excellence to deliver and maintain a premier real estate portfolio in the most dynamic, innovation-driven markets in the country, while making a positive community impact.

As a result of the chief executive officer succession process announced last year, in January 2024, we welcomed Angela Aman as our new chief executive officer and a director on our Board. Angela is an accomplished real estate executive with a proven, 22-year track record in commercial real estate, financial acumen, and operational expertise. We are confident that her extensive experience, including her experience navigating challenging environments in the retail sector, will assist Kilroy in identifying new avenues for stockholder value creation as we continue to focus on maintaining the quality of our portfolio and strategically allocating capital.

We are grateful to John Kilroy for leading the Company over the last 30+ years and building an impressive portfolio of high-quality assets that position the Company exceptionally well for the future.

As part of the Board's ongoing refreshment effort, we expressed our commitment to appointing a new director and are excited to announce Daryl Carter, a seasoned real estate executive, as a director nominee at this year's annual meeting. Mr. Carter was identified through an extensive search by Korn Ferry, a nationally recognized executive search firm, and we are confident that his significant real estate experience through multiple market cycles will bring a valuable perspective to our Board. Additionally, the Board will continue to focus on its refreshment efforts over the next year.

We believe that stockholder feedback is critical for the Board's governance considerations and are committed to ongoing stockholder engagement. After last year's annual meeting, we continued to engage with our stockholders on executive compensation, among other key governance topics. In response to our stockholders' feedback related to legacy chief executive officer compensation and severance arrangements, the Board approved a compensation package for Ms. Aman that reflects our prior commitment to align severance provisions with peer practices and follows market-aligned pay levels.

To reflect the evolving expectations of our tenants and other stakeholders, the Board continues to focus on ensuring that our sustainability strategy and initiatives are effective and closely align with our growth priorities. We continue to advance our energy efficiency programs to support our tenants' progress toward their carbon emission reduction goals, and to focus on recruiting and developing a diverse workforce to drive our innovation efforts and represent the diverse communities in which we operate.

We look forward to this new chapter of Kilroy's leadership and growth, and are confident in our uniquely positioned portfolio and high-caliber executive leadership team to continue delivering value to our stakeholders in 2024.

On behalf of all of us at Kilroy, I want to thank all of our stockholders for your continued support and confidence in our future.

Sincerely,

Edward F. Brennan, PhD Lead Independent Director

CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1
PROXY SUMMARY	2
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY	5
VOTING INFORMATION	11
PROPOSAL 1 - ELECTION OF DIRECTORS	12
PROPOSAL 2 - ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION	25
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR	27
CORPORATE GOVERNANCE	28
Board Composition and Governance	29
Board Committees	34
Director Selection, Evaluation, and Communications	39
AUDIT AND NON-AUDIT FEES	42
Principal Accountant Fees and Services	42
AUDIT COMMITTEE REPORT	43
OUR EXECUTIVE OFFICERS	44
COMPENSATION DISCUSSION AND ANALYSIS	47
Introduction	47
Extensive Stockholder Engagement and Response to 2023 Vote	48
2023 Company Performance	50
Compensation Philosophy and Objectives	52
What We Pay and Why: Executive Compensation Elements	53
Design Features of the 2023 Executive Compensation Program	53
2023 Named Executive Officer Compensation	54
How We Make Compensation Decisions	68
Compensation Governance Practices	71
COMPENSATION COMMITTEE MATTERS	73

Compensation Committee Report	73
Compensation Committee Interlocks and Insider Participation	73

CONTENTS

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

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are generally identified through the inclusion of words such as "believe," "expect," "goals," and "target," or similar statements or variations of such terms and other similar expressions. Numerous factors could cause actual future performance, results, and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions, including periods of heightened inflation, and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the States of California, Texas, and Washington; risks associated with our investment in real estate assets, which are illiquid, and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants' businesses; our ability to re-lease property at or above current market rates; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed, and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, governmental permits, and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement, and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations, or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers' financial condition, and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; risks associated with climate change and our sustainability strategies, and our ability to achieve our sustainability goals; our ability to maintain our status as a REIT. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption "Risk Factors" in our most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. All forward-looking statements are based on currently available information, and speak only as of the dates on which they are made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.

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