Proxy Statement (Form DEF 14A)

KILROY REALTY CORPORATION

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

April 10, 2025

To Our Stockholders:

On behalf of Kilroy's Board of Directors and executive management team, I am pleased to present you with our 2025 Proxy Statement, which highlights our financial and operational performance in 2024 and our ongoing commitment to corporate social responsibility, sustainability, and strong corporate governance.

During 2024, we delivered Funds From Operations ("FFO") well above our original expectations, while continuing to prioritize the strength and flexibility of our balance sheet. Importantly, the Kilroy team capitalized on accelerating momentum across our markets to drive leasing activity that will establish a foundation for stability and future growth. In total, we signed 1.8 million square feet of new and renewal leases during the year, representing our highest level of leasing activity since 2019, a testament to the ongoing demand for high-quality spaces that align with evolving tenant needs.

We also devoted time and attention during 2024 to ensuring that our platform is rightsized and well equipped to navigate the pace of change and evolution in the current market environment. To that end, we announced exciting changes to our executive management team, including the appointments of Jeffrey Kuehling as our Executive Vice President, Chief Financial Officer and Treasurer and Lauren Stadler as our Executive Vice President, General Counsel and Secretary. In early 2025, we also announced the appointment of Sherrie Sage Schwartz as our Executive Vice President, Chief Human Resources Officer. These key hires and promotions, combined with our heightened focus on human capital management, have positioned us to execute more effectively than ever in a highly dynamic environment and to respond to challenges and opportunities with creativity and discipline.

Kilroy's high-quality, well-amenitized portfolio, differentiated tenant relationships, experienced and talented team, strong balance sheet, robust liquidity profile, and ongoing leadership in sustainability uniquely position us to capitalize on the recovery that continues to take hold across our markets.

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

Sincerely,

KILROY REALTY CORPORATION

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

April 10, 2025

To Our Fellow Stockholders:

On behalf of the entire Board of Directors, I would like to thank you for your continued investment in Kilroy. We are excited to have recently celebrated the one year anniversary of our new Chief Executive Officer, Angela Aman. Under Angela's leadership, we delivered robust performance across nearly every financial and operational metric, while continuing to execute on our commitment to maintaining a high-quality and well-amenitized portfolio and a strong and flexible balance sheet.

The Board remains steadfast in its goal of driving long-term value creation for our stockholders, particularly as we navigate the current operational environment. Our talented, experienced, and engaged Board members contribute a broad array of skills and competencies to support our team, including deep tenant knowledge and experience. We take our oversight responsibilities seriously, including our oversight of Kilroy's long-term strategy and its key operational, financial, and liquidity risks. In addition, our long-standing focus on best-in-classgovernance and performance-based compensation for our executive leadership team continues, as we believe these are highly effective tools to manage market uncertainty and drive sustainable long-term growth.

We greatly value feedback that we receive from you, our stockholders. Since our last annual meeting, we reached out to stockholders who collectively owned more than 75% of our outstanding common stock, to hear their perspectives on key topics of stockholder interest. We met with all stockholders who accepted our request, and I personally led nearly all of these meetings. We appreciate the perspectives shared during these discussions on a variety of topics, including corporate governance and executive compensation. We have made various changes to our executive compensation program in direct response to feedback received through this process.

We remain confident in our uniquely-positioned portfolio, our strong balance sheet, our high-caliber executive leadership team, and our ongoing commitment to sustainability, which we believe will continue to drive value for our stockholders in 2025. On behalf of all of us at Kilroy, I want to thank you for your continued support and confidence.

Sincerely,

CONTENTS

CONTENTS

This Proxy Statement contains certain "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. These statements include, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential, or proposed acquisitions, plans to grow our net operating income and funds from operations, our ability to re-leaseproperties at or above current market rates, anticipated market conditions, demographics and other forward-looking financial data, as well as the discussion in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Factors That May Influence Future Results of Operations" in our Annual Report on Form 10-Kfor the year ended December 31, 2024. 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-renewalof leases by tenants; any significant downtuin tenants' businesses, including bankruptcy, lack of liquidity or lack of funding, and the impact labor disruptions or strikes, such as episodic strikes in the entertainment industry, may have on our tenants' businesses; our ability to re-leaseproperty at or above current market rates; reduced demand for office space, including as a result of remote working and flexible working arrangements that allow work from remote locations other than an employer's office premises; 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; changes in interest rates and 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; and 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-Kand subsequent reports on Forms 10-Qand 8-K.

All forward-looking statements are based on information that was available and speak only as of the dates on which they were 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.

Furthermore, certain statements in this Proxy Statement, particularly pertaining to our environmental, social, and governance performance, goals, and initiatives, are subject to additional risks and uncertainties that could significantly affect our future financial condition and results of operations, as well as our ability to achieve our environmental goals. Such information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control. The inclusion of information and data in this Proxy Statement is not an indication that such information or data or the subject matter of such information or data is material to Kilroy for purposes of applicable securities laws. The principles used to determine whether to include information or data in this Proxy Statement do not correspond to the principles of materiality contained in federal securities laws, the concept of materiality used to determine whether disclosures are required to be made in filings with US Securities and Exchange Commission (the "SEC") or otherwise disclosed, or principles applicable to the inclusion of information in financial statements. This Sustainability Report and the information contained therein are not incorporated by reference into any filing of Kilroy with the SEC.

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.

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

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 2024, we saw strengthening momentum across our markets, enabling us to execute on our strategic initiatives while preserving significant financial flexibility and liquidity to support our long-term, balanced business plan. This momentum was reflected in the Company's highest leasing volume since 2019. Our experienced leadership team remained focused on managing our premier portfolio while successfully navigating a rapidly evolving business environment.

Throughout 2024, we signed approximately 1,778,000 square feet of leases, our highest annual leasing volume since 2019, with average rental rates 8.2% above prior rental rates on a GAAP basis.⁽¹⁾ On the capital allocation front, we completed the strategic acquisition of an approximately 104,000 square foot office property, comprised of two buildings adjacent to our highly successful One Paseo mixed-useproject in the Del Mar submarket of San Diego, for $35.0 million. To maintain financial flexibility and liquidity, we completed a $400.0 million public offering of 12-yearsenior unsecured notes in January, recast our $1.1 billion unsecured revolving credit facility in March, and fully repaid $403.7 million of senior unsecured notes at par in December -finishing the year with approximately $1.3 billion in liquidity.

More information on the Company's 2024 performance is detailed on pages 45-46.

COMPENSATION HIGHLIGHTS

The Executive Compensation Committee of the Board (the "Compensation Committee") approved the 2024 compensation arrangements for each of the named executive officers identified on page 42 (our "NEOs"). Below are highlights of the 2024 compensation arrangements for our NEOs from the Compensation Discussion and Analysis (the "CD&A") section of this Proxy Statement.

Angela Aman joined the Company as our Chief Executive Officer ("CEO") in January 2024 and Jeffrey Kuehling joined the Company as our Chief Financial Officer ("CFO") in August 2024. The terms of Ms. Aman's employment are discussed in the "Employment Agreement with Angela M. Aman" section of the CD&A below. The terms of Mr. Kuehling's employment with us are discussed in the "Employment Agreement with Jeffrey Kuehling" section of the CD&A below.

Continued Emphasis on Long-Term Incentive Awards and Performance-Based Compensation

2025 Target

Total Direct Compensation

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to good corporate governance, which 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:

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

The Company and its Board maintain a focus on corporate social responsibility and sustainability. We continuously look for new and better ways to minimize our environmental impacts, foster a diverse and inclusive work environment, improve employee health and safety, and engage with our surrounding communities, all while creating value for our stockholders. These efforts are overseen by the Corporate Social Responsibility and Sustainability Committee (the "CSR&S Committee") of our Board, and by the newly formed ESG Management Steering Committee, comprised of senior leaders from across the Company, representing the Asset Management, Development & Construction, Finance & Accounting, Human Resources, Investments, Leasing, Legal, and Sustainability departments. Below are some recent highlights of our sustainability and human capital initiatives. (References to our employees in this Proxy Statement include individuals employed through our operating partnership, Kilroy Realty, L.P. (the "Operating Partnership"), as well as through Kilroy Realty TRS, Inc.

Sustainability

Our longstanding leadership in sustainability in real estate is globally recognized, and our commitment to advancing progress toward our sustainability ambitions remains strong. Our vision is to improve the environmental and social performance of our portfolio and Company, while increasing the health and productivity of our tenants, employees, and communities, and our financial returns. We are proud to announce a new set of voluntary 2030 Sustainability Goals, which will help guide our efforts in the coming years on a wide range of environmental and social topics. The 2030 Sustainability Goals are detailed in our 2024 Sustainability Report, which is available on our website at: https://kilroyrealty.com/sustainability.

Building Certifications.Building certifications like LEED, ENERGY STAR, Fitwel, and the WELL Health-Safety Rating are visible signs at our properties of our commitment to sustainability. We continue to pursue LEED Platinum or LEED Gold certification for all new office and life science development projects and have also achieved LEED certification at many of our existing buildings. As of December 31, 2024, 69% of our total stabilized portfolio was LEED certified, with 92% of those certifications at the highest Gold and Platinum levels.

Commitment to Sustainable Operations.We have a longstanding commitment to reduce the energy, greenhouse gas emissions, water consumption, and waste to landfill impacts of our portfolio. We are proud to have achieved carbon-neutral operations since 2020 (see our annual Sustainability Report for more details). In 2024, carbon neutral operations were achieved through the five strategies outlined in the graphic below and the scope of our commitment included all Scope 1, 2, and 3 (downstream leased assets) emissions. Our carbon-neutral operations claim and associated data is reviewed by an independent third-party in-linewith the PAS 2060 Standard. An Independent Limited Assurance Report can be found in the appendix of our annual Sustainability Report.

Carbon Neutral Operations

Climate Changeand Resilience.We identify climate change as a risk to our business and an opportunity for value creation, making it a key driver in long-term strategic business decisions. Climate related risks and opportunities are governed by the Board through the CSR&S Committee, and by the newly formed ESG Management Steering Committee. The ESG Management Steering Committee was launched in 2024, meets three times per year, and includes representatives from Asset Management, Development & Construction, Finance & Accounting, Human Resources, Investments, Leasing, Legal, and Sustainability. The ESG Management Steering Committee provides frequent updates to the CEO and the CSR&S Committee on a range of topics, including the Company's climate strategy, climate risks and opportunities, and reporting frameworks. We utilize the S&P Global Climanomics^® software platform to assess physical and transition risks related to climate change and to inform asset and portfolio level decision-making. In connection with these analyses, we have updated various Company policies and procedures, including those related to our operations, acquisitions, and dispositions, to manage risks and opportunities. In addition, we have incorporated these analyses into our development strategy. We intend to continue to be proactive in managing climate-related risks, which positions us to capitalize on opportunities available in the transition to a low-carboneconomy. More information about our climate change strategy, including our climate change scenario analyses, can be found in our annual Sustainability Report on our website located at https://kilroyrealty.com/sustainability.

Recognition for Our Sustainability Practices.We continue to be recognized for our industry-leading sustainability practices.

Sustainability Reporting.We are committed to providing our stockholders with transparency around our sustainability indicators. We publish an annual Sustainability Report that references the Global Reporting Initiative reporting framework and Task Force on Climate-related Financial Disclosures (TCFD) recommendations. Our annual Sustainability Report includes comprehensive energy, carbon, water, and waste data and updates on our performance toward our voluntary goals. A third-party assurance provider reviews our sustainability data each year.

To leamore about our sustainability reporting, please view our annual Sustainability Report on our website located at https://kilroyrealty.com/sustainability.

Human Capital Development

The Company is committed to fostering a performance based culture and enhancing employee development, engagement, and health and wellness, while maintaining a diverse and inclusive organization. Our human capital development initiatives in 2024 included the following:

Talent Acquisition and Retention.We are committed to fostering a performance-based culture. As a result, we focus on recruiting and retaining talent based on merit, without discrimination on the basis of any legally protected characteristic. We strive to cultivate a culture of engagement and inclusion, and we believe this commitment will allow us to attract and retain a highly qualified workforce to better serve our stakeholders. To emphasize this commitment, we have developed programming to promote workplace diversity and inclusion, and we continue to require mandatory unconscious bias training for all employees. As of December 31, 2024, our workforce was 56% female and 46% ethnically diverse. In December 2023, we announced the appointment of Angela M. Aman as our new CEO and a director on our Board, effective January 22, 2024. Following her appointment, three of our directors are women. In addition, in May 2024, we announced the appointment of Daryl J. Carter as a member of our Board, resulting in one of our directors being racially or ethnically diverse.

Training and Education.We support the continual growth and development of our employees through various training and education programs throughout their tenure at the Company, offering a portfolio of learning experiences in various modalities to elevate knowledge, skills, and abilities. During 2024, across all teams and regions, employees participated in various training and developmental opportunities, including virtual workshops, self-paced trainings, in-personsessions, "lunch and learns," online webinars, and conferences. We also conducted annual competency-based performance assessments and talent development reviews for all employees.

Employee Health and Wellness. The physical and mental health and well-being of our employees is of central importance to our culture. We evaluate our health and ancillary benefits annually to ensure that our benefits package is robust and competitive. We are proud to offer a comprehensive health benefits program that provides employees and their families with care and coverage built around their total health. Our offerings include a high-deductible medical plan and two Preferred Provider Organization (PPO) Plans - Base & Buy-upPPO, plus dental and vision plan options, with over 90% of premiums absorbed by the Company. Every employee has the option to participate in a health savings account with a generous Company contribution, and medical flexible spending account ("FSA") and dependent care FSA options. Our package also includes Company-paid group long-term disability, life, and accidental death and dismemberment, with voluntary employee paid buy-upoptions. We periodically conduct wellness surveys to help us better tailor our employee health and wellness programs and added a new fitness reimbursement benefit in 2024 meant to offset costs associated with a gym membership or fitness class participation. Our enhanced Employee Assistance Program helps support mental health and wellness, and we continue to provide a variety of programming in this area. In addition to offering a 401(k) plan with matching contributions and vesting after 90-daysof employment, in 2024, we focused on employee financial wellness by offering a variety of educational events, web-basedworkshops, and financial tips, all aimed at helping our employees improve their overall financial well-being.

Competitive Benefits and Compensation. While many companies leverage a mix of competitive salaries and ancillary benefits to attract and retain their employees, we have gone beyond traditional structures and placed more emphasis on offering an expanded comprehensive benefits program as noted above. Additional benefits include enhanced paid pregnancy and parental leave benefits, parental leave coaching, and well-being programs and activities coordinated by the Company that align with our core cultural tenants of people, courage, teamwork, integrity, and performance and accountability.

Strong Communities and Healthy Planet. We recognize that our buildings are part of the larger community and that we thrive when the communities around us thrive. We are proud to make our communities better places to live and work through our volunteerism and philanthropy initiatives. For the second year in a row, we held our annual "Month of Service" program to give back to the communities in which we operate. The Company-wide initiative gave our team enhanced opportunities to connect with local organizations and meaningful causes in the spirit of community enrichment and employee volunteerism. In 2024, 152 employees assisted 18 organizations, dedicating more than 1,500 hours of service. Additionally, we continued our Matching Gifts Program, through which the Company matches employee donations made to qualified organizations with the opportunity for up to a $500 match per employee per calendar year.

VOTING INFORMATION

VOTING MATTERS AND BOARD RECOMMENDATIONS

Our Board is soliciting your proxy to vote on the following matters at our Annual Meeting to be held at 8:00 a.m. local (Pacific) time on May 20, 2025 at our principal executive offices located at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, and any potential adjournments or postponements of the Annual Meeting:

HOW TO CAST YOUR VOTE

PROPOSAL 1 -

ELECTION OF DIRECTORS

The Board presently consists of eight directors. Each director is serving a term that continues until the Annual Meeting and until his or her successor is duly elected and qualified. As further described below, our Board has selected seven of our current directors for election at the Annual Meeting.

NOMINEES FOR DIRECTOR

BOARD COMPOSITION

Board Nominee Snapshot

Director Nominee Skills, Experience, and Background

We believe each of the seven director nominees possesses the professional and personal qualifications necessary for effective service as a director. In addition to each nominee's specific experience, qualifications, and skills, we believe that each nominee has a reputation for integrity, honesty, and adherence to high ethical standards and has demonstrated business acumen and an ability to exercise sound business judgment and that all nominees are committed to driving sustainable, long-term stockholder value. The following chart provides a summary of the director nominees' skills and core competencies:

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

VOTE REQUIRED

Each director nominee will be elected at the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast "FOR" the nominee must exceed the number of votes cast "AGAINST" the nominee). The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an annual meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast in the election of directors at the annual meeting at which a quorum is present. The election of directors at this Annual Meeting is not contested.

Under Maryland law, if an incumbent director is not re-electedat a meeting of stockholders at which he or she stands for re-election,then the incumbent director continues to serve in office as a holdover director until his or her successor is elected. To address this "holdover" issue, our Bylaws provide that if an incumbent director is not re-electeddue to his or her failure to receive a majority of the votes cast in an uncontested election, the director will promptly tender his or her resignation as a director, subject to acceptance by the Board. The Governance Committee will then make a recommendation to our Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. Our Board will act on the Governance Committee's recommendation and publicly disclose its decision, along with its rationale, within 90 days after the date of the certification of the election results.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES.

PROPOSAL 2 -

ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

We are asking our stockholders to approve the compensation of our NEOs (as identified in the CD&A) as disclosed pursuant to the US Securities and Exchange Commission (the "SEC") executive compensation disclosure rules and as set forth in this Proxy Statement (including in the compensation tables, the narratives accompanying those tables, and the CD&A). This is commonly referred to as a "Say-on-Pay"vote.

Our executive compensation philosophy is designed to achieve the following objectives:

Below are highlights of the 2024 compensation arrangements for our NEOs as approved by the Compensation Committee. Angela Aman joined the Company as our CEO in January 2024. Based on peer company data, input received from certain stockholders in recent years, and the advice of its independent compensation consultant, the Compensation Committee set Ms. Aman's compensation and potential severance to reflect appropriate peer group data and at levels significantly less than had been provided to our former CEO, John Kilroy. The terms of Ms. Aman's employment with us are discussed in the "Employment Agreement with Angela M. Aman" section of the CD&A below. Jeffrey Kuehling joined the Company as our CFO in August 2024. The terms of Mr. Kuehling's employment with us are discussed in the "Employment Agreement with Jeffrey Kuehling" section of the CD&A below. Also see the discussion in the "Extensive Stockholder Engagement and Response to 2024 Vote" section of the CD&A below.

We also maintain a range of executive compensation and governance-related policies, which are listed on page 4, that we believe reflect current best practices.

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the related rules of the SEC, our Board requests your advisory Say-on-Payvote to approve the following resolution at our Annual Meeting:

RESOLVED, that the compensation paid to the Company's NEOs, as disclosed in this Proxy Statement pursuant to the Securities and Exchange Commission's executive compensation disclosure rules (which disclosure includes the "Compensation Discussion and Analysis" section, the compensation tables, and the narrative discussion that accompanies the compensation tables), is hereby approved.

This vote is an advisory vote only and will not be binding on the Company, the Board, or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values input from the Company's stockholders, and will consider the outcome of this vote when making future compensation decisions for our NEOs.

The Company's current policy is to provide our stockholders with an advisory Say-on-Payvote to approve the compensation of our NEOs each year at the annual meeting of stockholders. Accordingly, it is expected that the next advisory Say-on-Payvote will be held at the 2026 annual meeting of stockholders.

VOTE REQUIRED

The compensation of our NEOs will be approved, on an advisory basis, if a majority of the votes cast at the Annual Meeting are cast in favor of the above proposal.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RESOLUTION TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NEOs.

PROPOSAL 3 -

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

We are seeking stockholder ratification of our appointment of Deloitte & Touche LLP ("Deloitte"), an independent registered public accounting firm, as our independent auditor for the fiscal year ending December 31, 2025. Deloitte has served as our independent auditor since 1995 when the Company was privately held and has continued to serve as such since the Company's initial public offering in January 1997 and, prior to the Annual Meeting, the Audit Committee is expected to re-appointDeloitte as our independent auditor for the year ending December 31, 2025. The Audit Committee believes the appointment of Deloitte is in the best interests of the Company and our stockholders.

In considering whether to re-appointDeloitte, the Audit Committee evaluates Deloitte's performance and independence. In the course of its review, the Audit Committee considers various factors, including but not limited to: (i) Deloitte's independence from management, including whether there are any non-auditservices provided by Deloitte that are not compatible with Deloitte's independence; (ii) Deloitte's qualifications and capabilities, including its experience in the REIT industry; (iii) the experience, qualifications, and performance of the existing audit engagement team; (iv) the quality, timeliness, and candor of Deloitte's communications with the Audit Committee and management; (v) the appropriateness of Deloitte's fees; (vi) Deloitte's tenure as our independent auditor; (vii) the controls and processes in place that help ensure Deloitte's continued independence; (viii) any Public Company Accounting Oversight Board's ("PCAOB") firm inspection reports; and (ix) the potential impact of appointing a new independent auditor.

The Audit Committee maintains oversight over Deloitte by holding regular executive sessions with Deloitte, performing annual evaluations, and being directly involved in the selection of new lead audit partners pursuant to SEC rules requiring that a new lead audit partner be designated in the normal course every five years to bring a fresh perspective to the audit engagement.

Additional information about Deloitte, including the fees we paid to Deloitte in fiscal years 2024 and 2023, can be found in this Proxy Statement under the caption "Audit and Non-AuditFees." The report of the Audit Committee included in this Proxy Statement under the caption "Audit Committee Report" also contains information about the role of Deloitte with respect to the audit of the Company's annual financial statements.

A representative of Deloitte is expected to be present at our Annual Meeting, be available to respond to appropriate questions, and will have the opportunity to make a statement, if desired.

Stockholder ratification of the appointment of Deloitte as our independent auditor is not required by our Bylaws or otherwise. However, the Board is submitting the appointment of Deloitte to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment, the Audit Committee may reconsider whether to retain Deloitte. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

VOTE REQUIRED

Ratification of the appointment of Deloitte as our independent auditor will be approved if a majority of the votes cast at the Annual Meeting are cast in favor of the above proposal.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT AUDITOR FOR FISCAL 2025.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens accountability of the Board, and helps strengthen public trust in the Company. Highlights include the following:

BOARD COMPOSITION AND GOVERNANCE

Director Attendance

The Board held five meetings during 2024. All directors who served on the Board during 2024 attended at least 75% of the total number of meetings of the Board and meetings of the Board committees on which each director served that were held during the period of the director's service during the year. Directors are encouraged to attend the annual meeting of stockholders of the Company. All current directors attended the 2024 annual meeting of stockholders.

Independent Directors

Under the corporate governance rules of the New York Stock Exchange (the "NYSE"), a majority of the members of the Board must satisfy the NYSE criteria for "independence." No director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company). The Board has determined that each of Dr. Brennan, Mses. Hunt and Ritter, and Messrs. Carter, Ingraham, Stevenson, and Stoneberg is independent under the current listing standards of the NYSE. In addition, pursuant to our Bylaws, each of Dr. Brennan, Mses. Hunt and Ritter, and Messrs. Carter, Ingraham, Stevenson, and Stoneberg, comprising a majority of the members of the Board is not an employee, officer, or affiliate of the Company or any of its subsidiaries or divisions, or a relative of a principal executive officer, and is not an individual member of an organization acting as an advisor, consultant, or legal counsel receiving compensation from the Company in addition to director's fees. In this Proxy Statement, we refer to each of Dr. Brennan, Mses. Hunt and Ritter, and Messrs. Carter, Ingraham, Stevenson, and Stoneberg as our "Independent Directors." However, as noted above, Mr. Ingraham has not been nominated for re-electionand will retire from his position on our Board on the date of the Annual Meeting.

Independent Director Meetings

The Independent Directors meet regularly in executive session without the presence of management. These meetings are generally held on the date of each regularly scheduled Board meeting and on an as-neededbasis. Dr. Brennan, our Independent Board Chair, presides over these meetings.

Overboarding Policy

Our Independent Directors are limited to serving on the boards of directors of not more than four other public companies, and our CEO is limited to serving on the board of directors of one other public company. Additionally, members of our Audit Committee may not serve on the audit committees of the boards of directors of more than two other companies. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee has the authority to waive these limitations on a case-by-casebasis. Our Governance Committee reviews this policy annually as part of its annual review of our Corporate Governance Guidelines.

Board Leadership Structure

Our Corporate Governance Guidelines and our Bylaws permit the roles of Chair and CEO to be filled by the same or different individuals. Our Board believes it is important to select our Chair and our CEO in the manner it considers in the best interests of the Company and our stockholders at any given point in time. The Independent Directors on our Board assess the role of Chair and CEO annually to ensure that the Company's leadership structure best fits the Company's specific circumstances and short and long-term challenges.

Currently, Dr. Brennan serves as the Independent Chair of the Board, and Ms. Aman serves as our CEO. Our Board believes that the Company and our stockholders are currently best served by this leadership structure and that having a separate CEO and an Independent Board Chair at this time will continue to facilitate the CEO transition process, allowing Ms. Aman to focus on the operations of our business while the Chair of the Board can focus on leading the Board in its responsibilities.

While the Board as a whole works together to oversee management's execution of our operations, our risk exposure, and risk management plans, as well as our overall strategic direction, Dr. Brennan works closely with our CEO, and takes action as determined necessary or appropriate, to ensure there is critical independent oversight over these key areas of focus. We believe our leadership structure enhances our Board's ability to provide insight and direction on important strategic initiatives and, at the same time, promotes effective and independent oversight of management and our business.

Board Oversight of Risk

Both our Board and management have key responsibilities in managing risk throughout the Company, as shown below. Board oversight of risks inherent in its areas of responsibility is delegated to the various Board committees, with each committee generally reporting to our Board at each regular Board meeting. Our Board believes that this structure is conducive to its risk oversight process.

Corporate Social Responsibility and Sustainability Oversight

We are committed to operating in a responsible and sustainable manner. Our Board and management take seriously their responsibility to oversee and advance the Company's CSR&S initiatives and recognize that community engagement and sustainable operations benefit all of our constituencies and are key to preserving our Company's value and credibility. Our CSR&S initiatives have yielded results that we believe stand out in our industry and create long-term value for our stockholders. For information regarding our programs and achievements, see "Corporate Social Responsibility and Sustainability" on page 5 and our website at https://kilroyrealty.com/sustainability.

BOARD COMMITTEES

Our Board has four (4) standing committees: (i) the Audit Committee, (ii) the Compensation Committee, (iii) the Governance Committee, and (iv) the CSR&S Committee.

All members of the Audit Committee, Compensation Committee, and Governance Committee are Independent Directors. Our Audit Committee, Compensation Committee, Governance Committee, and CSR&S Committee each operate under a written charter adopted by our Board, which is available in the Investors - Overview - Governance Documents section of our website at https://www.kilroyrealty.com.

✓Committee Member     F Financial Expert     CCommittee Chair

Our Board also previously had a standing Succession Planning Committee that oversaw the Company's succession planning and management performance and development, which was disbanded in 2024 following the appointment of Ms. Aman as CEO, and its succession planning responsibilities have been transitioned to the Compensation Committee. Further, director succession planning is overseen by the Nominating/Corporate Governance Committee. For more information, please see the Succession Planning section included in this Proxy Statement.

In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a separate committee of the Board or a subcommittee of the Compensation Committee. The Compensation Committee has not delegated any of its responsibilities or authority. In 2024, the Compensation Committee retained KoFerry to assist it in reviewing our 2024 executive compensation program, provide advice regarding performance-based vesting and incentive payment determinations for 2024, and to advise on the terms of Mr. Kuehling's employment and compensation. As discussed under "Compensation Discussion and Analysis - How We Make Compensation Decisions - Role of Independent Compensation Consultant" below, the Compensation Committee assessed the independence of KoFerry and has concluded that its engagement of KoFerry did not raise any conflict of interest with the Company and that KoFerry is independent. The services provided by KoFerry in 2023 are also discussed in that section.

At the request of the Compensation Committee, certain of our executive officers aid the Compensation Committee in reviewing and analyzing our executive compensation program. These services are discussed under "Compensation Discussion and Analysis - How We Make Compensation Decisions - Role of Management in Executive Compensation Planning" below.

Additionally, the Governance Committee has the authority to engage any independent counsel or other outside experts or advisors it deems desirable or appropriate.

DIRECTOR SELECTION, EVALUATION, AND COMMUNICATIONS

Qualifications of Director Nominees

The Board is committed to having a membership comprised of individuals who by occupation, background, and experience are in a position to make strong, positive contributions to the Company and our stockholders, and will include a mix of professional and personal characteristics in the qualified pool from which director candidates are selected. In considering candidates for nomination or appointment to the Board, the Governance Committee and the Board seek director candidates who, both individually and collectively, have such knowledge, experience, and education, based on criteria determined by the Governance Committee, to further the objectives of the Company at a given point in time and to provide balance to the Board's knowledge, perspective, experience, and expertise. The Governance Committee has established board membership criteria (the "Board Membership Criteria"), which it uses as a guideline in considering nominations to the Company's Board. The criteria include, but are not limited to:

In addition, the Company's Bylaws and listing standards of the NYSE require the Board to be composed of a majority of directors who qualify as "Independent Directors" as defined therein. In considering director candidates, the Governance Committee and Board do not discriminate based on race, ethnicity, national origin, gender, religion, or disability.

The Board Membership Criteria established by the Governance Committee are not exhaustive and the Governance Committee and the Board may consider other qualifications and attributes that they believe are appropriate in evaluating the ability of an individual to serve as a member of the Board. The Governance Committee reviews and assesses the Board Membership Criteria annually.

Process for Identifying Nominees for Director

At any appropriate time prior to each annual meeting of stockholders at which directors are to be elected, and whenever there is otherwise a vacancy on the Board, the Governance Committee will assess the qualifications and effectiveness of the current Board members and, to the extent there is a need, will seek other individuals qualified and available to serve as potential Board members. The Governance Committee will review each potential candidate's qualifications against the Board Membership Criteria described above. In reviewing each potential candidate, the Governance Committee also considers the results of the annual Board and individual director evaluations for purposes of assessing the suitability of each Board member for continued service on the Board. See "Annual Board Evaluations" below for additional information regarding the annual Board evaluation process. The Governance Committee will select the candidate or candidates it believes are the most qualified to recommend to the Board for selection as director nominees.

Stockholder-Recommended Director Candidates

The Governance Committee will consider director candidates recommended by stockholders of the Company. Candidates recommended by a stockholder are evaluated in the same manner as candidates identified by the Governance Committee. The Company's Policies and Procedures Concerning Consideration of Director Candidates can be found in the Governance Documents section of our website at https://www.kilroyrealty.com. All recommendations must be directed to the Governance Committee c/o Secretary at 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064. Recommendations for director nominees to be considered at the 2026 annual meeting of stockholders must be received in writing not later than November 30, 2025.

Each stockholder recommending a person as a director candidate must provide the Company with the following information for the Governance Committee to determine whether the recommended director candidate is independent from the stockholder, or each member of the stockholder group, that has recommended the director candidate:

The recommending stockholder must also provide supplemental information that the Governance Committee may request to determine whether the recommended director candidate (i) meets the standards of independence established by the NYSE; (ii) satisfies the Board Membership Criteria described above; and (iii) is qualified to serve on the Audit Committee. In addition, the recommending stockholder must include the consent of the recommended director candidate and the recommended director candidate must make himself or herself reasonably available to be interviewed by the Governance Committee. The Governance Committee will consider all recommended director candidates submitted to it in accordance with these established procedures, although it will only recommend to the Board as potential nominees those candidates it believes are most qualified. The Governance Committee will not consider any director candidate if his or her candidacy or, if elected, Board membership, would violate controlling state or federal law.

Annual Board Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the Governance Committee, the Governance Committee oversees an annual evaluation of the performance of the Board, which is generally conducted in the fourth quarter of each year or the first quarter of the following year. Historically, each standing committee conducted a separate evaluation of its own performance and of the adequacy of its charter and reported to the Board on the results of these evaluations. In 2024, this evaluation process was facilitated by an outside advisor and was designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures. The results of these evaluations were compiled, summarized, and presented to the Board.

Communications with the Board

Stockholders or other interested parties who wish to contact the Board, the Board Chair, any Board committee, or our Independent Directors as a group may send written correspondence c/o Board of Directors at 12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064. The name of any specific intended Board recipients should be clearly noted in the communication. All communications will be received, processed, and forwarded to the appropriate member(s) of our Board, except that certain items unrelated to the Board's duties and responsibilities, such as spam, junk mail, mass mailings, solicitations, resumes, and employment inquiries and similar items will not be forwarded. Board members receiving communications will respond as such directors deem appropriate, including the possibility of referring the matter to management of our Company, to the full Board, or to an appropriate committee of the Board. In addition, if requested by stockholders, when appropriate, the Board Chair will also be available for consultation and direct communication with stockholders.

AUDIT AND NON-AUDITFEES

Deloitte has served as the Company's independent auditor since 1995 when the Company was privately held and has continued to serve as such since the Company's initial public offering in January 1997. Deloitte is expected to be re-appointedby the Audit Committee for the current fiscal year at its meeting to be held during the second quarter, which will precede the Annual Meeting.

The Audit Committee of the Board has determined that Deloitte is independent with regard to the Company within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and by the PCAOB. The Audit Committee annually reviews and pre-approvescertain audit and non-auditservices that may be provided by Deloitte and its affiliates and establishes a pre-approvedaggregate fee level for these services. Any proposed services not included within the list of pre-approvedservices or any proposed services that will cause the Company to exceed the pre-approvedaggregate amount requires specific pre-approvalby the Audit Committee. Additionally, the Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals,provided such pre-approvalsare presented to the Audit Committee at a subsequent meeting. The Audit Committee has delegated this pre-approvalauthority to the Chair of the Audit Committee, although such delegation does not limit the authority of the Audit Committee to pre-approvein its discretion any specific services to be provided by Deloitte.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed to the Company by Deloitte for professional services rendered in fiscal years 2024 and 2023 are as follows:

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board is composed of Independent Directors who satisfy the requirements of Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1)(i)thereunder, and the current listing standards of the NYSE. The Audit Committee operates pursuant to a written charter.

The Audit Committee oversees the Company's financial reporting process on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee appoints the Company's independent auditor and reviews and discusses the audited financial statements included in the Company's and the Operating Partnership's Annual Report on Form 10-Kwith management, including the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management has primary responsibility for the financial statements and the reporting process, including the Company's internal control over financial reporting.

Deloitte, the Company's independent auditor, is responsible for performing an audit of the Company's consolidated financial statements and expressing an opinion on the conformity of those audited consolidated financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2024 with management and Deloitte. The Audit Committee discussed with Deloitte its judgments as to the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence from the Company. The Audit Committee also considered the compatibility of Deloitte's provision of audit and any tax and non-auditservices with Deloitte's independence.

The Audit Committee discussed with Deloitte the overall scope of its respective audits. The Audit Committee meets with Deloitte, with and without management present, to discuss the results of its examinations, evaluations of the Company's internal control over financial reporting and the overall quality of the Company's financial reporting. In the performance of their oversight function, the members of the Audit Committee relied upon the information, opinions, reports, and statements presented to them by the Company's management and by Deloitte. The Audit Committee held seven meetings during 2024.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements as of and for the year ended December 31, 2024 be included in the Company's and the Operating Partnership's Annual Report on Form 10-Kfor the year ended December 31, 2024, filed with the SEC on February 13, 2025.

Audit Committee

Scott S. Ingraham, Chair

Daryl J. Carter

Louisa G. Ritter

Peter B. Stoneberg

The foregoing report of the Audit Committee is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing.

OUR EXECUTIVE OFFICERS

COMPENSATION DISCUSSION

AND ANALYSIS

INTRODUCTION

This CD&A describes the material elements of our executive compensation program, the compensation decisions made under the program and the factors considered in making those decisions for the NEOs listed below for 2024.

Our Business

We are a self-administered REIT that is active in premier markets on the West Coast of the United States and in Austin, Texas. With more than 75 years of history, we have built deep experience in the regions we operate in through multiple macroeconomic and real estate cycles. In 1997, we became a publicly traded REIT and in 2013, we were added to the S&P MidCap 400 Index. We believe the following aspects of our business make us one of the leading office and life science REITs in the United States:

EXTENSIVE STOCKHOLDER ENGAGEMENT AND RESPONSE TO 2024 VOTE

The Compensation Committee values input from the Company's stockholders. Since our 2024 annual meeting, we reached out to the holders of approximately 75% of our shares of common stock and requested meetings to solicit their input on a variety of topics, including market conditions, executive compensation, corporate strategy, board refreshment, and corporate governance practices. We met with each of the stockholders who accepted such request. Our Board Chair, who is also a member of the Compensation Committee, personally led nearly all of these meetings.

The Compensation Committee recognizes that the results of the 2024 Say-On-Payvote demonstrated that some stockholders had certain specific concerns about the compensation provided to our NEOs. The feedback we received was generally that stockholders supported our performance-based executive compensation program, but that most who had voted against our 2024 Say-On-Payvote and our other recent past Say-On-Payvotes had done so because of the retirement and severance arrangements in place under Mr. Kilroy's employment agreement, which is no longer effective as of Mr. Kilroy's retirement on January 21, 2024. The following chart summarizes the feedback we received and the actions taken in response to that feedback.

When making future compensation decisions for our NEOs, the Compensation Committee will continue to consider the views that stockholders express through the annual Say-on-Payvotes and through direct communication between stockholders and our Chair, our Board, and management.

2024 COMPANY PERFORMANCE

During 2024, the Company achieved strong financial and operational performance and further positioned the organization for sustainable long-term growth and value creation. Below is a summary of our key achievements:

Solid 2024 Operational Performance.

Strategic Capital Allocation.We remained active on the capital allocation front, acquiring Junction at Del Mar, an approximately 104,000 square foot office property, comprised of two buildings in the Del Mar submarket of San Diego, for $35.0 million. This office campus is strategically adjacent to our highly successful One Paseo mixed-useproject in San Diego, increasing our presence in one of our strongest existing submarkets, with additional potential upside from longer-term redevelopment and integration with One Paseo.

Prudent Balance Sheet Management.During 2024, we took proactive measures to maintain our financial flexibility and liquidity and strengthen our balance sheet.

Strong Company Leadership.The Company's leadership team consists of individuals that have extensive real estate experience. On January 21, 2024, Mr. Kilroy retired as our CEO, and on January 22, 2024, we welcomed Angela Aman as our new CEO. In addition, as part of our continued efforts to promote operational excellence across the platform, several additions were made to the executive team, including Lauren Stadler, who was promoted to Executive Vice President, General Counsel and Secretary on July 31, 2024, Jeffrey Kuehling, who joined the Company as Executive Vice President, CFO on August 19, 2024, and Sherrie Sage Schwartz, who joined the Company as Executive Vice President, Chief Human Resources Officer on March 10, 2025.

Maintained Leadership Position in Corporate Responsibility and Sustainability.We are committed to pursuing corporate responsibility objectives, including sustainability, diversity and inclusion, philanthropy and community involvement, good corporate citizenship, health and wellness, good corporate governance, and other related non-financialinitiatives that are of significance to the Company, our tenants, and our stockholders. See "Corporate Social Responsibility and Sustainability" beginning on page 5 for further information, including a summary of the recognitions we have received for our industry-leading sustainability practices.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our executive compensation philosophy is designed to achieve the following objectives:

WHAT WE PAY AND WHY: EXECUTIVE COMPENSATION ELEMENTS

The following table sets forth the key elements of our executive compensation program, along with the primary objective and key features associated with each element of compensation.

DESIGN FEATURES OF THE 2024 EXECUTIVE COMPENSATION PROGRAM

We believe that our executive compensation program strikes an appropriate balance between attracting and retaining executives with the expertise and talent required to execute on our active portfolio management strategy, and linking compensation with the performance of the Company. Below is a summary of some of the key design features of our 2024 executive compensation program.

2024 NAMED EXECUTIVE OFFICER COMPENSATION

The Compensation Committee reviews and authorizes each NEO's compensation on an annual basis. Executive compensation is not established at any specific percentile against our peer group. Rather, the Compensation Committee considers the following factors:

Base Salary

General Description

As noted above, we provide base salaries as a regular source of income so employees can focus on day-to-dayresponsibilities and to recognize ongoing performance of job responsibilities.

Decisions for 2024

In February 2024, the Compensation Committee determined that the NEOs' respective 2024 annual base salary levels would remain at the same level as in effect at the end of 2023, except the Compensation Committee increased Mr. Trencher's 2024 annual base salary level by 10%. The increase for Mr. Trencher was based on the Compensation Committee's assessment of the factors noted above and was specifically in connection with his taking on added responsibilities with the Company and the salaries paid by companies in our peer group for similar positions. The 2024 annual base salary for each of our NEOs was as follows: $600,000 for Mr. Smart, $550,000 for Mr. Paratte, $525,000 for Ms. Roth, and $550,000 for Mr. Trencher (increased from $500,000). The Compensation Committee approved Ms. Aman's 2024 annual base salary of $800,000 in December 2023 in connection with the approval of her employment agreement, more fully described below in "Employment Agreement with Angela M. Aman." Similarly, the Compensation Committee approved Mr. Kuehling's 2024 annual base salary of $475,000 when the Committee approved his employment agreement in July 2024, detailed in "Employment Agreement with Jeffrey Kuehling." Mr. Kilroy received a one-timepayment of $172,000 for his service as CEO in January 2024 pursuant to the terms of his transition agreement with the Company, more fully described in "Transition Agreement with John Kilroy."

Short-Term Incentives

General Description

Our short-term incentives (annual cash bonuses) are given to motivate and reward our employees for achievement of annual financial and operational goals and other strategic objectives measured over the year.

During the first quarter of the year, the Compensation Committee approves a performance measurement framework for that year and establishes a target short-term incentive amount for each NEO. This process typically begins prior to year-end,takes place over several months, and involves an on-goingdialogue between the Chair of the Compensation Committee and our management team regarding the plan and outlook for the year. In establishing the performance measurement framework, the Compensation Committee considers the Company's business plan for the year, the Company's bonus goals and actual performance for the completed year, feedback received from stockholders, and the discussions between the Chair of the Compensation Committee and our management team regarding the plan and outlook for the year. The Compensation Committee also receives input from management regarding the Company's business plan and the business environment generally and from its independent compensation consultant. The independent compensation consultant is involved throughout the process in advising the Compensation Committee on the general structure of the program, as well as the specific metrics and goals under consideration.

The Compensation Committee selects the performance categories, metrics, and goals that it believes will most accurately assess the annual performance of the Company and its progress towards its strategic goals. The Compensation Committee assigns a weight to each of the performance categories and metrics and sets objective threshold, target, and maximum payout levels. The weightings and specific payout levels for each goal further reduce the degree of qualitative judgment applied in determining final payouts.

Following the performance year, the Compensation Committee compares the Company's actual performance results to the pre-establishedgoals. The Compensation Committee also assesses each executive's individual performance during the year. In making these determinations, the Compensation Committee receives input from its independent compensation consultant, and from our CEO, regarding the performance of the NEOs (other than the CEO).

The Compensation Committee then applies the weightings for each performance metric and category to determine the Company's overall achievement and bonus payout percentages. The maximum amount that may be awarded to an NEO is 150% of the NEO's target short-term incentive amount.

Decisions for 2024; 2024 Key Operating and Financial Goal Setting and Performance

The Compensation Committee determined that the NEOs' 2024 target short-term incentive amounts (as a percentage of base salary) would remain at the same level as in effect for 2023. The 2024 target short-term incentive amount for each of our NEOs was as follows: $900,000 for Mr. Smart, $550,000 for Mr. Paratte, $525,000 for Ms. Roth, and $550,000 for Mr. Trencher. The 2024 target short-term incentive levels for Ms. Aman and Mr. Kuehling were $1,400,000 and $475,000, respectively, with the target amounts determined by their employment agreements. Mr. Kilroy was not eligible for a short-term incentive for 2024, as he retired from the Company on January 21, 2024.

In developing the performance measurement framework and goals for 2024, the Compensation Committee selected performance measures that it considers to be common measures of REIT performance and the Company prepared a property-by-propertybudget for the Company's stabilized portfolio and integrated those budget assumptions with the Company's development and funding goals to create financial and operational goals directly tied to the Company's business objectives for 2024.

The Compensation Committee then reviewed and approved the Company's proposed 2024 financial and operational goals for inclusion in the performance measurement framework, described below. Historically, goals have generally been set at levels that were higher than the performance levels achieved in the prior year. However, for a variety of capital allocation and operational reasons, the performance level in the prior year may not accurately reflect the difficulty of achieving the specified level of performance in the current year (for example, because of occupancy levels, scheduled lease expirations, capital expenditure budgets, development activity, product mix, or the level or timing of dispositions). In these cases, the Compensation Committee may set performance goals at levels that are the same or lower than the performance results achieved in the prior year but at levels that, after considering the composition of the Company's portfolio at the start of each year, the Compensation Committee believes are comparatively as, or more, rigorous. The Compensation Committee established goals that it believed, when setting the goals, were challenging.

Based on shareholder feedback provided in recent years and in order to simplify and provide more objectivity under our annual cash incentive program, the executive annual cash incentive program framework for 2024 was updated to include fewer metrics, revised metric weightings, objective threshold, target, and maximum payout levels, a reduction in the weighting given to the corporate responsibility category (from 20% in 2023 to 10% in 2024), and a new individual performance element. The 2024 framework includes four categories, each specifically weighted: a financial and operational measurement category with three goals (including FFO Per Share, leasing square feet in the operating portfolio, and leasing square feet in the development portfolio, weighted 35%, 17.5% and 7.5%, respectively, of the overall incentive opportunity), a balance sheet management measurement category (net debt to adjusted EBITDA ratio, weighted 10% of the overall incentive opportunity), a corporate responsibility category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity). Each of the financial and operational measurement category's three financial goals and the debt to EBITDA ratio under balance sheet management included a pre-determinedlevel of performance required in order to achieve the threshold, target, or maximum incentive payout for the portion of the awards corresponding to those goals. The following table shows the 2024 performance measurement framework and 2024 goals approved by the Compensation Committee in early 2024, as well as the Company's actual 2024 performance.

2024 Performance Measurement Framework

Following the end of the year, the Compensation Committee determined the Company's actual 2024 performance as disclosed in the chart above as to the financial and operational and balance sheet categories, determined that the Company's 2024 performance in the corporate responsibility category was at target, determined individual performance, as discussed below, and applied the goal weightings set forth above to determine the aggregate total annual bonuses that were earned based on the Company's 2024 performance. The Compensation Committee considered the individual contributions of the NEOs (other than Mr. Kilroy, as he did not participate in the 2024 short-term incentive plan) and felt that each executive had made significant contributions to the Company's performance in 2024. Accordingly, the Compensation Committee set each executive's individual performance at target (100%), except that it set the individual performance levels higher for the following executives to recognize their particularly strong contributions in 2024: Ms. Aman (115%), Mr. Paratte (110%), Ms. Roth (115%), and Mr. Trencher (115%). The chart below summarizes the Compensation Committee's assessment of the Company's 2024 achievement of each performance goal category.

As a result, the 2024 actual short-term incentive amount for each of our NEOs (other than Mr. Kilroy) was as follows: $1,775,000 for Ms. Aman (126.8% of target), $1,113,750 for Mr. Smart (123.8% of target), $217,410 for Mr. Kuehling (123.8% of target, pro-ratedbased on his August 19, 2024 start date), $691,625 for Mr. Paratte (125.8% of target), $665,438 for Ms. Roth (126.8% of target), and $697,125 for Mr. Trencher (126.8% of target).

Long-Term Incentives

General Description

We grant annual long-term incentives to our NEOs in the form of RSUs that vest over a three-year period. A portion of the RSUs awarded to certain members of our senior management team, including our Executive Vice Presidents and more senior officers, include performance-based conditions. Each RSU represents and is paid in one share of our common stock, subject to the satisfaction of applicable performance and vesting conditions, which further aligns our NEOs' interests with those of our stockholders. The NEOs do not have the right to vote or (with limited exceptions such as in connection with death or by court order in connection with a divorce) dispose of any RSUs prior to the time the shares are actually issued. Each RSU is granted in tandem with a corresponding dividend equivalent right that entitles the NEO to be credited with additional RSUs upon the Company's payment of dividends to stockholders if the dividend equivalent right is or was outstanding on the record date. Any such additional RSUs credited in respect of dividend equivalent rights are subject to the same performance and vesting terms as the underlying RSUs and vest (if at all) together with the underlying RSU to which they relate. In addition to annual equity awards, we occasionally make grants of equity awards at other times at the discretion of the Compensation Committee, such as in recognition of service to the Company, in connection with the negotiation of an employment agreement, or the hiring or promoting of employees.

Decisions for 2024

The 2024 annual equity awards to our NEOs consist of the following:

The Compensation Committee believed that a significant portion of each NEO's total 2024 annual equity award should be subject to performance-based conditions to accomplish the following objectives:

2024 Annual Equity Award Values

In February 2024, the Compensation Committee granted each NEO (other than Messrs. Kuehling and Kilroy) an annual equity award consisting of a number of time-based RSUs and a "target" number of performance-based RSUs, each expressed as a dollar value that was then converted into a number of RSUs based on our stock price on the date of grant. These dollar values are set forth in the chart below. The Compensation Committee determined that the aggregate dollar value for each NEO's 2024 annual equity award was appropriate based on its consideration of the factors listed on page 49. Mr. Kuehling did not receive an annual equity award in 2024 because he was not employed with the Company when the awards were granted. Mr. Kilroy did not receive an annual equity award for 2024 because he retired before the awards were granted.

In addition to the annual equity awards discussed above, Ms. Aman and Mr. Kuehling each received an initial equity award of RSUs pursuant to their respective employment agreements in connection with joining the Company. Each initial award was intended to induce the executive to accept our offer of employment and to compensate the executive for a portion of the compensation opportunities that the executive forfeited with the executive's prior employer in accepting employment with Kilroy. See "Employment Agreement with Angela M. Aman" and "Employment Agreement with Jeffrey Kuehling."

2024 Performance-Based RSUs

The 2024 performance-based RSUs vest when the Compensation Committee determines if, and to the extent, the performance conditions have been achieved by the Company. Such determination will be made by the Compensation Committee in the first quarter of 2027. The total number of 2024 performance-based RSUs that ultimately vest will be determined as follows:

The Banked Shares subject to the award are then subject to additional performance conditions as follows:

For example, if the TSR Percentile Ranking is at the 50th percentile, then there is no modification up or down to the Banked Shares allocated to this metric. If the TSR Percentile Ranking is below the 50th percentile, then the Banked Shares allocated to this metric may be reduced by up to 75% for Ms. Aman's award and by up to 50% for our other NEOs' awards. If the TSR Percentile Ranking is greater than the 50th percentile, then the Banked Shares allocated to this metric may be increased by up to 75% for Ms. Aman's award and by up to 50% for our other NEOs' awards.

The FFO (As Adjusted) Per Share measure applies to the 2024 results only. This measure was selected as a performance metric because it is a financial measure commonly used by analysts and investors to evaluate a REIT's financial and operational performance. If the threshold level of FFO (As Adjusted) Per Share shown above is not achieved, the entire award is forfeited with no opportunity to vest in a future year. The FFO (As Adjusted) Per Share level corresponding to the target level of performance (100% vesting) was set lower than the actual level of performance attained in 2023 due to anticipated (at the time the target was set) reductions in year-over-year occupancy and one-timenon-recurringincome. Taking these circumstances into account at the time it established the goals, the Compensation Committee believed that the goals would be appropriately challenging.

The TSR Percentile Ranking over the three-year performance period modifier was included to further align the interests and potential rewards of our executives with total shareholder returns on a relative basis over a longer-term performance period.

The Average Net Debt to EBITDA Ratio modifier, again, over the three-year performance period, was included to further incentivize prudent and disciplined management of the Company's balance sheet. By including a key leverage metric, the Company is limited, without negatively impacting compensation, in its ability to incur significant additional debt to fund growth and drive levered earnings.

The increased up-sideand down-side leverage applied to the TSR modifier and the Average Net Debt to EBITDA Ratio modifier for the award to Ms. Aman reflected her responsibility for the overall performance of the Company. Please see the discussion under "Named Executive Officer Compensation Tables - Description of Plan-Based Awards - Performance-Based RSUs" beginning on page 77 below for more information on determining FFO (As Adjusted) Per Share, TSR Percentile Ranking, Average Net Debt to EBITDA Ratio, and related modifiers for purposes of these awards.

The following chart illustrates the operation of the performance-based RSUs awarded in 2024 and discussed above:

2024 FFO Performance Under 2024 Annual Equity Awards

In February 2025, the Compensation Committee determined that the Company's 2024 FFO (As Adjusted) Per Share, when determined in accordance with the 2024 RSU award agreement, was $4.59.

As a result, 150% (175% for Ms. Aman) of the target number of performance-based RSUs awarded in 2024 to the NEOs were Banked Shares and became eligible to vest, subject to (1) further adjustment as follows: (a) 50% of the Banked Shares will be adjusted (up or down) based on the Company's relative TSR performance against other office REIT competitors included in the comparison group of companies over the three-year performance period and (b) 50% of the Banked Shares will be adjusted (up or down) based on the Company's Average Net Debt to EBITDA Ratio over the three-year performance period, and (2) continued service through the three-year performance period.

2023 FFO Performance Under 2023 Annual Equity Awards

In February 2023, the Compensation Committee awarded RSUs to the NEOs (other than Ms. Aman and Mr. Kuehling) that had a structure similar to the RSUs awarded in February 2024. The 2023 RSUs are described more fully in the Company's proxy statement for the 2024 annual meeting of stockholders. In February 2024, the Compensation Committee determined that the Company's 2023 FFO (As Adjusted) Per Share, when determined in accordance with the 2023 RSU award agreement, was $4.74. Added back to the reported FFO Per Share for purposes of this determination and in accordance with the terms of the award agreements were costs of $0.12 per share in 2024 related to Mr. Kilroy's retirement.

As a result, 150% (175% for Mr. Kilroy) of the target number of performance-based RSUs awarded in 2023 to each NEO were Banked Shares and became eligible to vest, subject to (1) further adjustment as follows: (a) 50% of the Banked Shares will be adjusted (up or down) based on the Company's relative TSR performance against other office REIT competitors included in the comparison group of companies over the three-year vesting period and (b) 50% of the Banked Shares will be adjusted (up or down) based on the Company's Average Net Debt to EBITDA Ratio over the three-year performance period, and (2) continued service through the three-year performance period. However, in accordance with the applicable award terms, the performance measurement period for Mr. Kilroy's performance-based RSUs awarded in 2023 ended in connection with his retirement in January 2024. In February 2024, the Compensation Committee determined, in accordance with the applicable award terms and based on performance for the shortened performance period ending in connection with Mr. Kilroy's retirement, that Mr. Kilroy's performance-based RSUs awarded in 2023 would vest at 295.3% of the target level.

2024 Performance Under 2022 Annual Equity Awards

In January 2022, the Compensation Committee awarded RSUs to the NEOs (other than Ms. Aman and Mr. Kuehling) that had a structure similar to the RSUs awarded in February 2024. The 2022 RSUs are described more fully in the Company's proxy statement for the 2023 annual meeting of stockholders. In January 2023, the Compensation Committee determined that the Company's 2022 FFO (As Adjusted) Per Share, when determined in accordance with the 2022 RSU award agreement, was $4.77. Added back to reported FFO per share for purposes of this determination and in accordance with the terms of the award agreements were unbudgeted costs of $0.09 per share incurred in 2022.

As a result, the Compensation Committee made a final determination in February 2025 that 183.8% of the target number of performance-based RSUs awarded in 2022 to each NEO vested (other than as to the award granted to Mr. Kilroy). The Compensation Committee's final determination was based on (a) 150% of the target number of 2022 performance-based RSUs awarded to each NEO being Banked Shares as a result of the Company's 2022 FFO (As Adjusted) Per Share performance, (b) a 95% adjustment with respect to 50% of the Banked Shares as a result of the Company's relative TSR performance against other office REIT competitors included in the SNL US REIT Office Index at the time of grant of the award (other than KBS Real Estate Investment Trust II, Inc. because it ceased to be publicly-traded during the performance period) over the three-year performance period being at the 60th percentile, and (c) a 150% adjustment with respect to 50% of the Banked Shares as a result of the Company's 5.56x Average Net Debt to EBITDA Ratio over the three-year performance period. In accordance with the applicable award terms, the performance measurement period for Mr. Kilroy's performance-based RSUs awarded in 2022 ended in connection with his retirement in January 2024. In February 2024, the Compensation Committee determined, in accordance with the applicable award terms and based on performance for the shortened performance period ending in connection with Mr. Kilroy's retirement, that Mr. Kilroy's performance-based RSUs awarded in 2022 would vest at 234.1% of the target level.

Additional Compensation Elements

Indirect Elements of Compensation

To assist in attracting and retaining key executives, our NEOs are eligible to participate in the same health, welfare, and insurance benefit plans in which our other salaried employees are generally able to participate.

Historically, we have also provided certain perquisites to help us attract and retain executive officers, although we have been phasing out most of these benefits over the last several years. Mr. Kilroy was entitled to reimbursement for certain club dues and certain financial planning services. These perquisites were eliminated in connection with Mr. Kilroy's retirement and no other executive officer receives a similar benefit. Also consistent with past practice, Messrs. Smart and Paratte and Ms. Roth received a medical allowance of $25,000 in 2024 and each of them, as well as Mr. Trencher, received an auto allowance in 2024. These medical and auto allowances have been eliminated in 2025. We also provide all our employees, including our NEOs, the opportunity to rent an available residential unit at a Company property at a discount. Mr. Kilroy was the only NEO who used this benefit, and it terminated in connection with his retirement.

Stock Award Deferral Program

We maintain a Stock Award Deferral Program under which our directors and certain of our management employees, including our NEOs, may elect to receive RSUs in lieu of restricted shares granted under the Kilroy Realty Corporation 2006 Incentive Award Plan, as amended and restated (the "2006 Plan") in order to defer receipt of these shares (or may elect to defer payment of RSUs that would otherwise be made when the RSUs vest). Each RSU issued under the deferral program represents the right to receive one share of our common stock in the future, subject in each case to the vesting conditions provided in the restricted stock or RSU award. In addition, deferred RSUs carry with them the right to receive dividend equivalents that credit participants, upon our payment of dividends in respect of the shares underlying the participant's RSUs, with additional RSUs equal to the value of the dividend paid in respect of such shares. Shares of stock underlying RSUs will be paid to the participant on the earliest to occur of a change in control, the participant's "separation from service" with us, the participant's death or disability, or a pre-determineddate, if specified by the participant. By electing to receive deferred RSUs, participants are generally able to defer income taxes on these awards, which we believe helps us to attract, retain, and incentivize top talent without significant additional cost to the Company.

Since RSUs are paid in our common stock and the deferral of payment of RSUs under the program results in participants holding RSUs for a longer period, we believe the Stock Award Deferral Program enhances the alignment between management and stockholder interests.

Defined Contribution Plans

We maintain a Section 401(k) Savings/Retirement Plan (the "401(k) Plan") that covers our eligible employees, including our NEOs, and those of certain designated affiliates. The 401(k) Plan permits our eligible employees to defer receipt of (and taxation on) a portion of their annual compensation, subject to certain limitations imposed by the 401(k) Plan and under the Internal Revenue Code. The elective deferrals of employees are immediately vested and nonforfeitable upon contribution to the 401(k) Plan. We currently make matching contributions to the 401(k) Plan in an amount equal to fifty cents for each dollar of participant contributions, up to a maximum of 10% of the participant's base salary (thus, the maximum match is 5% of the participant's base salary) and subject to certain other limits under the tax laws. Participants vest immediately in the amounts contributed by us to their plan accounts. Our employees are eligible to participate in the 401(k) Plan after three months of service with us. The 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code so that contributions by employees to the 401(k) Plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan. This tax-preferentialsavings option helps us to attract, retain, and incentivize top talent.

Deferred Compensation Plan

We maintain a cash deferred compensation plan, the 2007 Deferred Compensation Plan, as amended (the "Deferred Compensation Plan"), under which our directors and certain of our management employees, including our NEOs, may defer receipt of their compensation, including up to 100% of their director fees and cash bonuses and up to 70% of their salaries or other types of eligible compensation, each as applicable. In addition, eligible management employees, including certain of our NEOs, who joined the Company before December 31, 2023 may receive semi-monthly contributions from us to their Deferred Compensation Plan accounts equal to 10% of their respective gross semi-monthly base salaries. We froze this component of the program and no individual who joined the Company or was promoted after December 31, 2023 has been made eligible for these salary-based contributions. The Deferred Compensation Plan provides that we may also make additional discretionary contributions to participant accounts. We made the 10% Company matching contributions, but did not make any discretionary contributions, to the Deferred Compensation Plan for 2024 for the benefit of certain of our NEOs. The Deferred Compensation Plan fits into our compensation philosophy by providing our NEOs with the ability to accrue compensation and generate savings in a tax-efficientmanner in excess of limits imposed on our 401(k) Plan, thereby enhancing retention and providing additional financial security that enables our executives to focus on their work-related obligations. For additional information, refer to the Nonqualified Deferred Compensation table on page 83.

Severance and Change in Control Arrangements

We have entered into employment agreements with each of our NEOs (other than Mr. Paratte) that include certain severance benefits. Our equity awards also provide for continued or accelerated vesting in connection with certain terminations of the award holder's employment or a change in control. We believe that these provisions help to ensure the day-to-daystability and focus of our management team. The Compensation Committee evaluates the level of severance benefits to provide our NEOs on a case-by-casebasis, and in general, we consider these severance protections an important part of an executive's compensation and consistent with competitive practices as of the date they were entered into.

We do not provide our NEOs with any "single trigger" severance or equity award acceleration arrangements, meaning that severance benefits and accelerated vesting of equity awards are not triggered simply because a change in control occurs. Instead, time-based RSU awards granted to our NEOs generally vest in connection with a change in control only if the award is to be terminated (and will not be continued, substituted, or assumed) in connection with the transaction. In the case of the performance-based RSUs granted to our NEOs, performance is generally measured for the portion of the performance period through the date of the transaction, and the number of shares subject to the award based on that performance measurement become time-based RSUs with vesting subject to continued service through the original performance period. RSUs granted to our NEOs also generally vest, and any severance benefits for our NEOs are generally triggered, upon a termination of the NEO's employment by the Company without "cause," by the NEO for "good reason," or, in certain cases, due to the retirement, death, or disability of the NEO.

For a description of the material terms of these arrangements, see "Named Executive Officer Compensation Tables - Employment Agreements - Salary and Short-Term Incentive (Annual Cash Bonus) Amounts," "Named Executive Officer Compensation Tables - Grants of Plan-Based Awards - 2024," "Named Executive Officer Compensation Tables - Description of Plan-Based Awards" and "Named Executive Officer Compensation Tables - Potential Payments Upon Termination or Change in Control" below.

Employment Agreement with Angela M. Aman

On December 6, 2023, the Board appointed Angela Aman to serve as CEO of the Company, effective January 22, 2024 (the "Succession Date"). In connection with her appointment as CEO, the Company, the Operating Partnership, and Ms. Aman entered into an Employment Agreement (the "Aman Employment Agreement") that provides for Ms. Aman's employment with the Operating Partnership and service in the position of CEO of the Company beginning on the Succession Date. The terms of the Aman Employment Agreement were negotiated with Ms. Aman and include the following compensation and benefits:

The term of Ms. Aman's employment under the Aman Employment Agreement is for an initial term commencing on the Succession Date and ending on March 31, 2028, with automatic one-year renewalsunless one party has provided the other party with at least 60 days' advance notice of non-renewal ofthe 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 Aman 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 the two-year periodfollowing her separation date; (2) payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portionof her target bonus for the year in which her employment ends (pro-rata basedon 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 Aman 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 within 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 a pro-rata portionof her target bonus for the year in which her employment ends (pro-rata basedon 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 tax gross-up paymentif 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 result in a better after-tax positionfor Ms. Aman 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 a pro-rata portionof her target bonus for the year in which her employment ends.

Transition Agreement with John Kilroy

On March 30, 2023, Mr. Kilroy announced his retirement as the Company's CEO, effective as of December 31, 2023. Subsequently, in connection with Ms. Aman's appointment as the Company's CEO on January 22, 2024, Mr. Kilroy agreed to continue his service as CEO of the Company until January 21, 2024 (the "Retirement Date") and to provide consulting services to the Company following his Retirement Date.

On December 13, 2023, the Company, the Operating Partnership, and Mr. Kilroy entered into a Transition Agreement (the "Transition Agreement"). The Transition Agreement provided that Mr. Kilroy would receive a single payment of $172,000 as salary for serving as CEO in January 2024 through the Retirement Date, and that he would not be entitled to any bonus, new equity award grant, or other new incentive compensation in his capacity as an employee during January 2024. Mr. Kilroy would be entitled to the retirement benefits provided in his employment agreement with the Company and under the outstanding equity awards previously granted by the Company to Mr. Kilroy, provided that he remained employed with the Company through December 31, 2023 and satisfied the conditions set forth in the Transition Agreement. Mr. Kilroy's retirement benefits under these agreements, which he received in connection with his January 21, 2024 retirement, are described under "Named Executive Officer Compensation Tables - Potential Payments Upon Termination or Change in Control" below. Mr. Kilroy did notreceive severance for a termination without cause.

In addition, pursuant to the Transition Agreement, Mr. Kilroy continued to serve as a member of the Board and as Chair of the Board until the Company's 2024 annual meeting of stockholders. Following his Retirement Date, Mr. Kilroy was also eligible for compensation for his service on the Board as a non-employee directorin accordance with the Company's Director Compensation Policy as described under "Director Compensation" below (generally, a $75,000 annual retainer paid in quarterly installments and pro-rated forthe portion of the quarter served as a non-employee director,plus applicable committee fees for any Board committees on which Mr. Kilroy may have served. Mr. Kilroy was not 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 also agreed to 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 occurred, Mr. Kilroy was entitled to a consulting fee of $92,000 per month. For the remainder of the Consulting Period, the fee was reduced to $80,000 for each month. The monthly consulting fee would increase by $15,000 if Mr. Kilroy were no longer receiving administrative support from the Company. In accordance with the Transition Agreement, the Company provided certain releases of claims in favor of Mr. Kilroy and Mr. Kilroy provided certain releases of claims in favor of the Company.

Employment Agreement with Jeffrey Kuehling

On July 30, 2024, the Board appointed Jeffrey Kuehling to serve as CFO of the Company, effective as of August 19, 2024 (the "CFO Transition Date"). In connection with his appointment as CFO, the Company, the Operating Partnership, and Mr. Kuehling entered into an Employment Agreement (the "Kuehling Employment Agreement") that provides for Mr. Kuehling's employment with the Operating Partnership and service in the position of CFO of the Company beginning on the CFO Transition Date. The terms of the Kuehling Employment Agreement were negotiated with Mr. Kuehling and include the following compensation and benefits for him while he serves in this position:

The term of Mr. Kuehling's employment under the Kuehling Employment Agreement is for an initial term commencing on the CFO Transition Date and ending on March 1, 2027, with automatic one-year renewalsunless one party has provided the other party with at least 60 days' advance notice of non-renewal ofthe 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 Mr. Kuehling.

The Employment Agreement generally provides that if Mr. Kuehling's employment with the Company is terminated by the Company without Cause or by Mr. Kuehling for Good Reason, Mr. Kuehling will be entitled to receive the following separation benefits: (1) a severance payment equal to one times the sum of his annual base salary and target annual incentive bonus, paid out in installments over the one-yearperiod following his separation date; (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rataportion of his target bonus for the year in which his employment ends (pro-ratabased on the number of days of employment during the year); and (3) payment or reimbursement of Mr. Kuehling's premiums to continue healthcare coverage under COBRA for up to 18 months. If such a termination of Mr. Kuehling's employment by the Company without Cause or by him 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, Mr. Kuehling will be entitled to (a) a severance payment equal to one times the sum of his annual base salary and his target annual incentive bonus (with such amount to be paid generally in a lump sum if the termination occurs on or within two years after the Change in Control); (b) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rataportion of his target bonus for the year in which his employment ends (pro-ratabased on the number of days of employment during the year); (c) payment or reimbursement of Mr. Kuehling'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 Mr. Kuehling 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 Mr. Kuehling 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. Mr. Kuehling's receipt of the separation benefits described above is conditioned on him delivering a release of claims in favor of the Company. Mr. Kuehling is not entitled to a tax gross-uppayment if any of his benefits are subject to taxation under Sections 280G and 4999 of the Internal Revenue Code, but his benefits will be reduced to the extent necessary to avoid such taxes if such a reduction in benefits would result in a better after-taxposition for Mr. Kuehling than receiving the benefits in full.

If Mr. Kuehling's employment terminates due to his death or disability, he would be entitled to payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rataportion of his target bonus for the year in which his employment ends.

Amended Employment Agreement with Eliott Trencher

In connection with Mr. Kuehling joining the Company as CFO, on July 30, 2024, the Company, the Operating Partnership and Mr. Trencher entered into an amendment (the "Amendment") to Mr. Trencher's employment agreement with the Company and the Operating Partnership dated March 3, 2023. The Amendment reflected the change in Mr. Trencher's position effective as of the CFO Transition Date and provided that the transition would not reduce Mr. Eliott's then-current base salary or target level of annual cash award or constitute good reason for severance purposes.

Decisions for 2025

Each of our NEOs employed with us in February 2025, other than Mr. Kuehling, received an increase in base salary and target annual cash incentive from the level in effect at the end of 2024. For each NEO, the increase was 1.8% to 2.5% of base salary. The Compensation Committee determined that these increases were appropriate based on its consideration of the factors listed on page 49. The structure of the Company's annual cash incentive program for 2025 is similar to the annual cash incentive program in effect for 2024 and the structure of the Company's annual equity awards for 2025 remain substantially the same as the awards for 2024, except as noted below.

The executive annual cash incentive program framework for 2025 will include a liquidity ratio instead of debt to EBITDA ratio for the balance sheet management category. In addition, category and metric weightings have been revised. The 2025 framework will include the same four categories, each specifically weighted: an operations measurement category with three financial goals (including FFO (As Adjusted) Per Share, executed square footage of leases signed in the operating portfolio, and executed square footage of leases signed in the development portfolio, weighted 30%, 20%, and 10%, respectively, of the overall incentive opportunity), a balance sheet management measurement category (liquidity ratio, weighted 10% of the overall incentive opportunity), a corporate responsibility measurement category (weighted 10% of the overall incentive opportunity), and an individual performance assessment (weighted 20% of the overall incentive opportunity). Consistent with the 2024 structure, each of the operations measurement category's three goals, as well as the balance sheet measurement category's goal, will have a pre-determinedlevel of performance required in order to achieve the threshold, target, or maximum incentive payout for the portion of the awards corresponding to those goals. The net debt to adjusted EBITDA ratio measure was replaced with the liquidity ratio measure so that the balance sheet measure used in the executive annual cash incentive program would not be the same as the net debt to adjusted EBITDA ratio measure used under our performance-based RSUs. The Compensation Committee determined that FFO (As Adjusted) Per Share will remain a performance measure under both our performance-based RSUs and our 2025 annual cash incentive program because we believe it is a critical measure of both our short-term and long-term success. In addition, the individual performance assessment will include goals specific to each individual executive.

Additionally, under the terms of the performance-based RSUs awarded in 2025, the target TSR Percentile Ranking to achieve 100% vesting for the portion of the award subject to the TSR modifier was set at the 51st percentile (rather than the 50th percentile) of the applicable comparison group of companies.

HOW WE MAKE COMPENSATION DECISIONS

Executive Compensation Committee

Our executive compensation program is designed and established by, and executive compensation decisions are made by, the Compensation Committee. When making decisions on our executive compensation program, the Compensation Committee takes into account the views that stockholders have expressed through our Say-on-Payvotes and through our stockholder engagement efforts.

Role of Independent Compensation Consultant

The Compensation Committee has sole authority to hire, retain, and terminate the services of independent compensation consultants to assist in its decision-making process. The Compensation Committee retained KoFerry as its independent compensation consultant in 2024 to provide advice regarding executive and director compensation.

KoFerry performed a comprehensive review of our 2024 executive compensation program before it was established, including the composition of our peer group, amounts and nature of compensation paid to executive officers, structure of our various compensation programs, design of our short-term incentive performance measurement framework, performance vesting requirements for our annual long-term incentive awards, and appropriate target total direct compensation levels and potential payment and vesting ranges for our executive officers. In addition, KoFerry provided advice regarding performance-based vesting and incentive payment determinations for 2024, employment and compensation terms for Mr. Kuehling, and, during 2023, the employment and compensation terms for Ms. Aman and the terms of the Transition Agreement with Mr. Kilroy. KoFerry also provided data to the Compensation Committee on the compensation and relative performance of our peer group, reviewed certain peer group data provided by management and others, and reviewed drafts of the CD&A and related compensation tables for inclusion in the Company's Proxy Statement filed in 2024.

A representative of the Compensation Committee's independent compensation consultant regularly attends meetings of the Compensation Committee and meets privately in executive session with the Compensation Committee to discuss its recommendations, at the Committee's discretion.

During 2024, KoFerry received $436,250 in fees for providing executive and director search services to the Company, and KoFerry received $202,500 for its services with respect to executive and director compensation described above. The decision to engage KoFerry to provide executive and director search services to the Company was made before the Compensation Committee retained KoFerry to provide executive and director compensation consulting services to the Compensation Committee. However, the Compensation Committee was aware of the existing engagement with KoFerry at the time it engaged KoFerry as its compensation consultant, the members of the Compensation Committee are updated on the search services being provided by KoFerry, and, in performing its search services for the Company, KoFerry reports to the Board or one of its other committees. The decision to engage KoFerry to provide the search services was made by the Board or one of its other committees and, while the Board did not specifically approve KoFerry's compensation for providing the search services, the Board (or applicable committee thereof) is informed as to the fees being provided to KoFerry to perform such services. The Compensation Committee has reviewed the other services provided by KoFerry and, after consideration of such services and other factors prescribed by the SEC for purposes of assessing the independence of compensation advisors, has determined that no conflicts of interest exist between the Company and KoFerry (or any individuals working on the Company's account on KoFerry's behalf).

Role of Management in Executive Compensation Planning

Our CEO provides evaluations of and recommendations regarding the compensation of our executive officers (other than for the CEO) to the Compensation Committee. Our CEO presents the overall results of the Company's performance and achievement of historical and go-forwardbusiness objectives, and provides input on peer group selection and the design of the executive compensation program, from management's perspective.

Our CEO, CFO, and Chief Administrative Officer also collectively evaluate the financial implications and affordability of the Company's compensation program. Each of our executive officers (including our NEOs) may periodically participate in the compensation process and in Compensation Committee meetings, at the invitation of the Compensation Committee, to advise on performance and/or activity in areas the executive may have particular knowledge or expertise, None of our NEOs otherwise had any role in determining the compensation of our NEOs. None of our NEOs are members of the Compensation Committee.

Market Review and Compensation Peer Group

The Compensation Committee reviews peer group data to assess the competitiveness of our executive compensation program and to help inform its decision-making process.

When assessing the executive compensation peer group to be used for 2024, the Compensation Committee considered platform size, asset class, and geographic overlap, as well as our business' forward-looking strategic priorities. With these perspectives in mind and with KoFerry's input, the Compensation Committee continued to assess potential peer group companies based on factors such as financial alignment, office REIT focus, West Coast portfolio concentration, and each company's focus on development of its properties. After consideration of these criteria, in December 2024, the Compensation Committee elected to maintain the existing 2023 peer group, which consists of the 14 publicly-traded REITs, as highlighted in the table below.

2024 Pay Decision Peer Group: KRC Alignment Characteristics

Stock Holding Requirements

Our stock ownership guidelines also provide that, if an executive falls short of the applicable level of stock ownership, the executive is expected to hold (and not sell) at least 50% of the net shares acquired upon exercise, vesting, or payment, as the case may be, of any equity award granted by us to the executive. "Net shares" for this purpose means the total number of shares acquired by the executive pursuant to the award, after reduction for shares having a fair market value equal to the exercise price of the award (in the case of stock options) and shares having a fair market value equal to the executive's expected tax liability resulting from the award.

No Single Trigger Change in Control Severance Provisions

None of our executives have the benefit of any "single trigger" severance or equity award acceleration arrangements, meaning that severance benefits and accelerated vesting of equity awards are not triggered simply because a change in control transaction occurs.

No Excise Tax Gross-Ups

None of our executives' employment agreements with the Company provide for tax "gross-up"payments (other than in connection with a work-related relocation).

Tax Considerations

Section 162(m) of the Internal Revenue Code generally prohibits a publicly-held company from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. The Compensation Committee notes this deductibility limitation as one of the factors in its consideration of compensation matters. However, the Compensation Committee generally has the flexibility to take any compensation-related actions that it determines are in the Company's and our stockholders' best interest, including designing and awarding compensation for our executive officers that is not fully deductible for tax purposes. In addition, we believe that we qualify as a REIT under the Internal Revenue Code and are not generally subject to federal income taxes, meaning that the payment of compensation that is not deductible under Section 162(m) should not have a material adverse consequence to us, provided we continue to remain qualified as a REIT under the Internal Revenue Code.

COMPENSATION COMMITTEE MATTERS

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed our Compensation Discussion and Analysis section with management and, based on the review and discussions, recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement on Schedule 14A.

Executive Compensation Committee

Gary R. Stevenson, Chair

Edward F. Brennan, PhD

Jolie A. Hunt

Louisa G. Ritter

The foregoing report of the Compensation Committee is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Stevenson, Dr. Brennan, and Mses. Hunt and Ritter were members of the Compensation Committee during all of 2024. No one who served on the Compensation Committee at any time during 2024 is or has been an executive officer of the Company or had any relationships requiring disclosure by the Company under the rules of the SEC requiring disclosure of certain relationships and related party transactions. None of our executive officers who served as a director of the Company or as a member of the Compensation Committee during the year ended December 31, 2024 served as a director or a member of a compensation committee (or other committee serving an equivalent function) for any other entity.