Kilroy Realty (KRC) Proxy Filing summary

Executive summary

• Achieved funds from operations (FFO) above expectations in 2024, with $1.3B year-end liquidity and highest leasing activity since 2019, signing 1.8M sq. ft. of new and renewal leases.

• Strategic capital allocation included a $35M acquisition in San Diego and a $400M public offering of senior unsecured notes.

• Leadership transition with Angela Aman as CEO, Jeffrey Kuehling as CFO, and other key executive appointments to strengthen management.

• Maintained a strong balance sheet, robust liquidity, and continued focus on sustainability and corporate social responsibility.

Voting matters and shareholder proposals

• Election of seven director nominees for one-year terms.

• Advisory approval of executive compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven nominees, six of whom are independent; board refreshment with two new directors in 2024.

• Independent Board Chair, annual director elections, majority voting in uncontested elections, and robust stockholder rights.

• Four standing committees: Audit, Compensation, Governance, and CSR & S, all composed of independent directors.

• Regular board and committee self-evaluations, overboarding policy, and succession planning processes.