KILROY REALTY REIT CORP (KRC)
Sector: Real Estate
2026 Annual Meeting Analysis
KILROY REALTY REIT CORP · Meeting: May 19, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
CEO and director since 2024; the 3-year TSR gap versus the peer group median is only -7.1 percentage points, well within the 35-point threshold required to trigger a vote against, and she joined the board fewer than 24 months ago, making her exempt from the TSR trigger in any event.
Independent director since 2003 with deep life-sciences and executive experience relevant to KRC's tenant base; the 3-year TSR gap of -7.1pp versus the peer group is far below the 35pp threshold needed to trigger a vote against, and all meeting attendance requirements were met.
Appointed in 2026 and standing for election for the first time; as a director who joined within the past 24 months she is fully exempt from the TSR trigger, and she brings nearly 20 years of real estate investment experience relevant to KRC's strategy.
Independent director since 2024 with over 40 years of real estate experience; joined fewer than 24 months ago so exempt from the TSR trigger, and no other disqualifying flags apply.
Independent director since 2015 with marketing, communications, and executive leadership experience; the 3-year TSR gap of -7.1pp versus the peer group is well below the 35pp trigger threshold, attendance requirements were met, and no other disqualifying flags apply.
Appointed in 2026 and standing for election for the first time; exempt from the TSR trigger as a director who joined within the past 24 months, and brings over 20 years of real estate finance and public company CFO experience directly relevant to KRC.
Independent director since 2020 with over 30 years of financial and investment experience; the 3-year TSR gap of -7.1pp versus the peer group is well below the 35pp trigger threshold, attendance requirements were met, and no other disqualifying flags apply.
Independent director since 2014 and newly appointed Board Chair; the 3-year TSR gap of -7.1pp versus the peer group is well below the 35pp trigger threshold, attendance requirements were met, and no other disqualifying flags apply.
All eight director nominees pass the TSR trigger test — KRC's 3-year total shareholder return trails the disclosed compensation peer group median by only 7.1 percentage points, far below the 35-point threshold required to trigger a vote against (applicable because KRC's absolute 3-year return of 4.0% falls in the low-positive 0–20% band). Two new directors (Buckley Marakovits and Kieske) are exempt from the TSR screen entirely as they joined within the past 24 months. No overboarding, independence, attendance, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Angela Aman
Total Comp
$7,072,527
Prior Support
N/A
CEO Angela Aman's total reported compensation of approximately $7.1 million is reasonable for a REIT CEO at KRC's $3.3 billion market capitalization and is well-structured: roughly 87% of her target pay is variable and tied to company performance or stock price, with three-quarters of annual equity awards subject to multi-year performance conditions based on funds from operations per share, relative total shareholder return, and net debt metrics. The pay mix is strongly performance-oriented and does not raise fixed-pay concerns. On the pay-for-performance alignment check, KRC's 3-year total shareholder return of 4.0% trails the peer group median by only 7.1 percentage points and trails the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by 7.9 percentage points — neither gap is large enough to indicate a meaningful misalignment between executive pay and shareholder outcomes. The company also maintains a clawback policy and robust governance practices, and no prior Say on Pay vote result below 70% was identified that would require a negative response vote.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
31 yrs
Audit Fees
$2,123,690
Non-Audit Fees
$0
Deloitte has served as KRC's auditor since 1995 — a relationship spanning approximately 31 years — which exceeds the policy's 25-year tenure threshold and raises concerns about whether the auditor can maintain true independence from management after such a long engagement. On every other metric the relationship is clean: non-audit fees were zero in 2025 (non-audit fee ratio of 0%), there are no disclosed material restatements, and Deloitte is a Big 4 firm fully adequate for a $3.3 billion market-cap REIT. However, the proxy does not provide a specific and compelling rationale for continued engagement beyond noting regular lead partner rotation and annual Audit Committee evaluations, which are standard practice and insufficient on their own to override the tenure trigger under this policy.
Overall Assessment
KRC's 2026 annual meeting presents a four-proposal ballot; we vote FOR all eight director nominees (no TSR trigger fires and no governance flags were identified), FOR the Say on Pay (CEO pay is well-structured and performance-aligned), and AGAINST auditor ratification solely because Deloitte's 31-year tenure exceeds the policy's 25-year independence threshold with no sufficiently compelling rationale disclosed for continued engagement. The equity plan share increase (Proposal 2) is not evaluated as equity plan approvals are outside the current policy scope.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing