Kilroy Realty 8-KKilroy Announces Leadership Transition

On December 6, 2023, the Board also appointed Ms. Aman as a member of the Board to serve until the Company’s 2024 annual meeting of stockholders and until her successor is elected or qualified, or until her earlier death, resignation or removal, with such appointment to be effective on and subject to the occurrence of the Succession Date.

There are no arrangements or understandings between Ms. Aman and any other persons pursuant to which she was selected as an officer of the Company. There are also no family relationships between Ms. Aman and any director or executive officer of the Company, and Ms. Aman does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation

On December 13, 2023, the Company, Kilroy Realty, L.P. (the “Operating Partnership”) and Ms. Aman entered into an Employment Agreement (the “Employment Agreement”) that provides for Ms. Aman’s employment with the Operating Partnership and to serve in the position of Chief Executive Officer of the Company beginning on the Succession Date. The Employment Agreement includes the following compensation and benefits for Ms. Aman while she serves in these positions:

The term of Ms. Aman’s employment under the Employment Agreement will be for an initial term commencing on the Succession Date and ending on March 31, 2028, with automaticrenewals unless one party has provided the other party with at least 60 days’ advance notice ofof the term and subject to earlier termination by either the Company (which term includes the Operating Partnership, as the context may require, for purposes of employment and severance benefit provisions) or Ms. Aman.

The Employment Agreement generally provides that if Ms. Aman’s employment with the Company is terminated by the Company without Cause or by Ms. Aman for Good Reason, Ms. Aman will be entitled to receive the following separation benefits: (1) a severance payment equal to two times the sum of her annual base salary and target annual incentive bonus, paid out in installments over theperiod following her separation date; (2) payment of any bonus due for a fiscal year that ended prior to her separation date plus aportion of her target bonus for the year in which her employment endsbased on the number of days of employment during the year); and (3) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to 18 months. However, if such a termination of Ms. Aman’s employment by the Company without Cause or by her for Good Reason occurs during the period within 60 days before a Change in Control (as defined in the Employment Agreement) of the Company or at any time after such a Change in Control, Ms. Aman will be entitled to (a) a severance payment equal to three times the sum of her annual base salary and her target annual incentive bonus (with such amount to be paid generally in a lump sum if the termination occurs on or with two years after the Change in Control); (b) payment of any bonus due for a fiscal year that ended prior to her separation date plus aportion of her target bonus for the year in which her employment endsbased on the number of days of employment during the year); (c) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to 18 months; (d) as to each then-outstanding equity-based award granted by the Company to Ms. Aman that vests based solely on continued service with the Company, accelerated vesting of the entire outstanding and unvested portion of the award; and (e) as to each outstanding equity-based award granted by the Company to Ms. Aman that is subject to performance-based vesting requirements, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement. Ms. Aman’s receipt of the separation benefits described above is conditioned on her delivering a release of claims in favor of the Company. Ms. Aman is not entitled to a taxpayment if any of her benefits are subject to taxation under Sections 280G and 4999 of the Internal Revenue Code, but her benefits will be reduced to the extent necessary to avoid such taxes if such a reduction in benefits would put Ms. Aman in a betterposition than receiving the benefits in full.

If Ms. Aman’s employment terminates due to her death or disability, she would be entitled to payment of any bonus due for a fiscal year that ended prior to her separation date plus aportion of her target bonus for the year in which her employment ends.

On December 13, 2023, the Company, the Operating Partnership, and Mr. Kilroy entered into a Transition Agreement (the “Transition Agreement”). The Transition Agreement provides that Mr. Kilroy will receive a single payment of $172,000 as salary for serving as Chief Executive Officer in January 2024 through the Retirement Date and will not be entitled to any bonus, new equity award grant, or other new incentive compensation in his capacity as an employee during 2024. Mr. Kilroy will be entitled to the retirement benefits provided in his Employment Agreement with the Company and in the outstanding equity awards previously granted by the Company to Mr. Kilroy, provided that he remains employed with the Company through December 31, 2023 and satisfies the conditions set forth in the agreement.

In addition, pursuant to the Transition Agreement, Mr. Kilroy will continue to serve as a member of the Board and as Chair of the Board until the Company’s 2024 annual meeting of stockholders, subject to earlier termination in certain circumstances provided for in the Transition Agreement. Following the Retirement Date, Mr. Kilroy will be eligible for compensation for his service on the Board as adirector in accordance with the Company’s Director Compensation Policy (generally, a $70,000 annual retainer paid in quarterly installments andfor the portion of the quarter served as adirector, plus applicable committee fees for any Board committees on which Mr. Kilroy may serve; Mr. Kilroy would not be entitled to an equity award under the Company’s Director Compensation Policy for his service prior to the Company’s 2024 annual meeting of stockholders).

Pursuant to the Transition Agreement, Mr. Kilroy will also provide consulting services to the Company as described therein for the period commencing on the day after the Retirement Date and ending December 31, 2024, subject to earlier termination by the Company or Mr. Kilroy in certain circumstances provided for in the Transition Agreement (the “Consulting Period”). For the period from February 2024 through the month in which the Company’s 2024 annual meeting of stockholders occurs, Mr. Kilroy will be entitled to a consulting fee of $92,000 per month. His consulting fee will be $80,000 for each month in the Consulting Period thereafter. The monthly consulting fee will increase by $15,000 in certain circumstances where Mr. Kilroy no longer receives administrative support from the Company. In accordance with the Transition Agreement, so long as the Company provides certain releases of claims in favor of Mr. Kilroy, Mr. Kilroy’s benefits under the Transition Agreement are conditioned on his delivering certain releases of claims in favor of the Company.

The foregoing description of the Transition Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

The information being furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed “filed” for any purpose, including the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.