UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.      )

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KILROY REALTY CORPORATION

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KILROY PROXY STATEMENT Kilroy Realty Corporation April 2021

KILROY REALTY CORPORATION

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

April 9, 20218, 2022

To Our Fellow Stockholders:

On behalf of the entire Board of Directors of Kilroy Realty Corporation (NYSE: KRC), we are pleased to present you with KRC’s 20212022 Proxy Statement and invite you to attend KRC’s 20212022 annual meeting of stockholders to be held virtually on May 20, 202119, 2022 at 8:0030 a.m. local (Pacific) time.(Central) time at the Company’s Indeed Tower in Austin, Texas.

First and foremost, we continueAlthough 2021 continued to send our thoughtspresent challenges related to those impacted by the COVID-19 virus, both globallythe Company had a strong year of performance, and we remain cautiously optimistic about the state of the pandemic and the continuing increase in companies bringing their employees back to the communities in whichoffice. In 2021, we live, work increased our same-store cash NOI by 7.4%and operate. While the virus outbreak has been a challenging and unpredictable period, we believe that we have navigated the period of uncertainty well and are well-positioned to weather the challenges that the virus outbreak may continue to present. In 2020, despite shelter in place restrictions, we ended the year with our stabilized portfolio 94.3%93.9% leased. We also completed construction on $1.3over $1.0 billion of office and residential space and 371 residential units, which was an annual record for the company. Finally, we strengthened an alreadywhile maintaining a strong balance sheet.

Our actions in response to the pandemic translated to solid financial results, includingsheet ending the year with $1.5 billion of total liquidity that fully funds our under-construction development, andquarterly annualized adjusted net debt to EBITDA of 5.8x. WeAnd, as a sign of financial strength in a challenging environment, we increased our common dividend by 3.1% on an annualized basis, being one4.0%.

2021 was also a big year for us strategically as we expanded into the Austin, Texas market with the $580.2 million acquisition of only twoIndeed Tower, arguably the best office REITs to do so during 2020. We also increased Same Store Cash NOI by 8.3%, which was driven by higher rental rates.building in Austin’s vibrant central business district. Just last month, we announced our second Austin opportunity with the purchase of a 2.9-acre fully entitled development site in the Domain submarket, where we will build a state-of-the-art 493,000 square foot office project.

Overall, we aim to haveown a resilient portfolio that minimizes environmental and social impacts related to the development and operations of our buildings while maximizing the health and productivity of our tenants, employees and communities, as well as our financial returns. Our commitment to and leadership position in sustainability continues to be recognized by various industry groups and government agencies across the world and is more important now than ever. Last year, KRC proudly achieved:

For seven years running, KRC has been chosen as the North American listed office leader in sustainability by GRESB, the most widely recognized standard for sustainability practices in our industry.industry, named us the 1^st Listed Leader in the Americas across all asset classes. KRC has also been awarded the EPA’s highest ENERGY STAR honor, Partner of the Year Sustained Excellence, for the past six years and NAREIT’s Leader in the Light award in the Office Sector for the past seveneight years. KRC has also been included in the Dow Jones Sustainability World Index for fourfive years and on Newsweek’s list of America’s Most Responsible Companies for the past twothree years, and in 2020 was named #1 for the #1 Most Sustainable U.S. REIT bypast three years in Calvert Research & Management.Management’s Top 10 Most Sustainable US REITs.

In 2020,2021, as our workforce returned to the office, we also continued to focus our attention on human capital management, and diversity, equity and inclusion in our workplaces through expanded training programs, and employee engagement programs. We continued our commitment to community engagement in our operations through our many philanthropic and charitable endeavors. We were recognized for our work through our inclusion in Bloomberg’s 20202022 Gender Equality Index for the secondthird year in a row.

The annual meeting on May 20, 2021 will be held in a virtual-only meeting format, via live audio webcast at www.virtualshareholdermeeting.com/KRC2021. Although you will not be ablerow and there is much more to attend the annual meeting in person, the virtual-only meeting format will provide stockholders with the ability to participate in the annual meeting, vote their shares and ask questions.

To be admitted to the virtual-only annual meeting, log on to the annual meeting at www.virtualshareholdermeeting.com/KRC2021 at the appropriate time and enter your unique 16-digit control number, which may be found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable. Stockholders are encouraged to access the virtual-only annual meeting prior to its start time. Online access will begin at 7:50 a.m. local (Pacific) time.come.

The accompanying proxy materials contain detailed information about the matters on which you are being asked to vote at the annual meeting. We encourage you to submit your vote as soon as possible, whether or not you expect to attend the annual meeting. We urge you to read the materials carefully and vote in accordance with the Board’s recommendations. Your vote is very important to us.

Sincerely,

John Kilroy

Chairman of the Board,

Chief Executive Officer

KILROY REALTY CORPORATION

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

April 9, 20218, 2022

To Our Fellow Stockholders:

On behalf of the Board, I would like to thank you for your investment in KRC. The Board is steadfast in its commitment to building and protecting the long-term value of the company, particularly during this period of global uncertainty. We take seriously our oversight responsibilities, including overseeing KRC’s strategy as well as KRC’s operating, financial and liquidity risks. We are also committed to our oversight of KRC’s corporate social responsibility and sustainability initiatives, including human capital management, and diversity, equity and inclusion.

Our long-standing commitment tofocus on maintaining a conservative balance sheet and focusing on long-term success, as well as diversity, sustainability, best-in-class governance, and linking compensation for our executive leadership team to performance continue,and ESG, continues, as we believe this is the best way to handle the recent turbulence in themanage market uncertainty and drive long-term value for stockholders. We further believe that KRC’s strong long-term financial performance and solid performance in 20202021 are testaments to our strategy and the performancecommitment and focus of the KRC team during a time when the need for effective leadership within organizations has never been greater.

Since KRC’s 20202021 annual meeting of stockholders, we reached out to stockholders who together own approximately 62%63% of KRC’s outstanding common stock and requested meetings to solicit their input on key items of stockholder interest, including our executive compensation program and sustainability initiatives. We met with each of those stockholders who accepted such request and I personally led nearly all of the meetings. Feedback from these meetings helped inform key Board discussions and decisions for 2021.2022.

Our Executive Compensation Committee made changes to the KRC executive compensation structure for 2020 based on feedback received from stockholders in 2019 and at the start of 2020, which wereIn 2021, in addition to previous changes to the executive compensation structure for 2019 based on feedback received from stockholders after the 2018 annual meeting. As discussed in more detail in this Proxy Statement, these included changes to the executive annual cash incentive program to make it simpler and more objective and modifying John Kilroy’s 2020 annual equity award opportunity to be entirely linked to Company performance and stockholder returns.

During these challenging times, our values as a company matter more than ever and we maintain our focus on ensuring that we are a leader in environmental, social and governance issues. We were recognized by GRESB ascommitment and accomplishments that John listed, the North American Listed Office leader for the seventh year in a row. We further deepened our focus on building a more sustainable enterprise by proudly achieving carbon neutral operations by year-end 2020 after having been the first North American REIT to commit to doing so. Additionally, we continued our significant emphasis on our human capital initiatives, including our focus on enhancing employee growth, satisfaction and wellness while maintaining a diverse and thriving culture despite the fact that a majority of our employees were working remotely.

Additionally, the Board is focused on best practices around gender and ethnic diversity, equity and inclusion. In 2020, we appointed a newinclusion in its governance role. We currently have two female independent director, Louisa Ritter, to our Board as partmembers, representing approximately 29% of our ongoing board refreshment and diversityBoard. Although the continuation of the global pandemic in 2021 impacted the timing of our efforts, and we are currently searching for another new female director and a new director who is racially/ethnically diverse. The Board believes that improving the diversity of our Board is critical to its success and we are committed to doing so.

We greatly value the feedback we receive from you, our stockholders. Our practice of regularly engaging with stockholders will continue, as we want to ensure that your voice is heard. We encourage you to reach out with any questions or concerns that you have whether or not you expect to attend the annual meeting.

Our commitment to our stockholders remains as strong as ever. Thank you for your trust and continued support. We look forward to your participation at the annual meeting.

Sincerely,

CONTENTS

CONTENTS

CONTENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are generally identified through the inclusion of words such as “believe,” “expect,” “goals” and “target” or similar statements or variations of such terms and other similar expressions. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions and their effect on our liquidity and financial conditionscondition and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the States of California, Texas and Washington; risks associated with our investment in real estate assets, which are illiquid, and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants’ businesses; our ability to re-lease property at or above current market rates; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; our ability to maintain our status as a REIT; and uncertainties regarding the impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, on our business and the economy generally. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. All forward-looking statements are based on currently available information, and speak only as of the dates on which they are made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live audio webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. We are implementing a virtual-only meeting format in order to protect the health and safety of all attendees, particularly in light of the COVID-19 pandemic, as well as leverage technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world by visiting www.virtualshareholdermeeting.com/KRC2021. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

BENEFITS OF A VIRTUAL ANNUAL MEETING

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON

20202021 Target

Total Direct Compensation

2021 Target Total Direct Compensation 89% At Risk 89% Performance Based 79% At Risk 66% Performance BasedAt-Risk 73% Performance-Based 80% At-Risk 61% Performance-Based CEO Others NEOs 11% Base Salary 27% Annual Cash Incentive 62% Annual Long-Term Incentive 21%20% Base Salary 25%20% Annual Cash Incentive 55%60% Annual Long-TermLong-term Incentive CEO Other NEOs

CORPORATE GOVERNANCE HIGHLIGHTS

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

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS

The Company and its Board maintain a focus on corporate social responsibility and sustainability. Through the Corporate Social Responsibility and Sustainability Committee (the “CSR&S Committee”) of our Board, weWe continuously look for new and better ways to foster a diverse and inclusive work environment, improve employee health and safety, engage our surrounding communities and minimize our environmental impact, 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 were of particular importance to the Company during 2020,2021, as our employees, tenants and communities in which we operate faced challenges resulting from the ongoing COVID-19 pandemic, climate change and social injustices. Below are some recent highlights of our human capital, diversity and sustainability initiatives. For additional information, see “Corporate Governance — Board Composition and Governance — Corporate Social Responsibility and Sustainability” beginning on page 34.(References(References to our employees in this Proxy Statement include individuals employed through our operating partnership, Kilroy Realty, L.P., as well as through Kilroy Services, LLC and Kilroy Realty TRS, Inc.).

Human Capital Development

CULTURE OF INCLUSION   Continued cultivation of diverse culture of inclusion at the Company and on the Board

TRAINING AND EDUCATION   Required an unconscious biasOffered various training and education opportunities for all employees in 2020on a broad range of topics, including DE&I and environmental sustainability

EMPLOYEE SATISFACTION   Conducted an employee satisfaction survey again in 20202021 and took actions to addressbased on the feedback shared, we are focused on expanding training and education programming and improving communication across the organization

The Company is committed to enhancing employee growth, satisfaction and wellness while maintaining a diverse and thriving culture. Our human capital development initiatives include the following:

Diversity at the Company

We strive to have a workforce that reflects the diversity of qualified talent that is available in the markets that we serve. We believe our racial and gender diversity within our employee base is the direct result of our proactive efforts over many years to create an inclusive culture.

ETHNICITY 44% DIVERSE EMPLOYEES 30% DIVERSE FEMALE EMPLOYEES RACIAL GROUPS 17% ASIAN 3% BLACK / AFRICAN AMERICAN 16% HISPANIC / LATINO 1% NATIVE HAWAIIAN / PACIFIC ISLANDER 7% TWO OR MORE 56% WHITE

BLOOMBERG GENDER EQUALITY INDEX

Member 2020 - 2021; Listed for Superior Diversity, Equity and Inclusion Programs and Results⁽⁹⁾

EMPLOYEES BY CATEGORY Overall Workforce Supervisors VPsOVERALL WORKFACE SUPERVISORS VPS & Above 2020 PromotionsABOVE 2021 Promotions to Date 2020 HiresPROMOTIONS 2021 HIRES FEMALE 57% 51% 37% 61% 61% MALE 59% 41% 56% 44% 29% 71% 46% 54% 58% 42% 72% 28%43% 49% 63% 39% 39%

ETHNICITY 45% DIVERSE EMPLOYEES 32% DIVERSE FEMALE EMPLOYEES RACIAL GROUPS 20% Asian 4% Black / African American 11.5% Hispanic / Latino 1% Native Hawaiian / Pacific Islander 8.7% Two or More 54.8% White

Diversity on the Board

Our Nominating/Corporate Governance Committee (the “Governance Committee”) and the Board understand the importance of bringing diverse experience and perspectives to the Board and as such:
•   Female Directors.In 2020, we appointed a new female independent director, Louisa Ritter, to our Board as part of our ongoing board refreshment and diversity efforts. Currently, two of our seven directors (or 29%) are female, with one serving as the Chair of the Company’s CSR&S Committee.		29%
•   Commitment to Appoint A New Diverse Director. In addition to our recent efforts to increase gender diversity on the Board and in response to stockholder feedback, our Board is also committed to appointing a new female director and a new director who is racially/ethnically diverse, or a singlediverse. In connection with our recent expansion into the Southwest after our June 2021 building purchase in Austin, Texas, our Governance Committee and Board determined it was appropriate to reset the desired skillset of new director who is both femalecandidates to include candidates with experience in this geography. This shift, together with delays in our Board’s ability to conduct in-person interviews of director candidates following the surge of the Omicron variant in late 2021 and ethnically diverse, andearly 2022, have delayed our Board refreshment plans. Our Governance Committee has initiated a search for such director candidates.candidates, and our Board is committed to appointing a new director meeting these criteria in 2022.
•Board Membership Criteria. Our Corporate Governance Guidelines and Board Membership Criteria (as defined in “Corporate Governance — Director Selection, Evaluation and Communications” below) include diversity as a criteria considered by the Governance Committee and the Board in considering Board nominations. The Governance Committee and the Board consider diversity, in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and experience.
•   Board Refreshment.Our Governance Committee and Board will continuehas committed to endeavor to includeincluding women and individuals from minority groups in the qualified pool from which new director candidates are selected when the Board undergoes any future Board refreshment.

More information regardingSustainability

We remain a committed leader in the effort to build and operate healthy and sustainable properties, which has resulted in wide recognition amongst our human capital development goalspeers and initiatives can be found inby industry organizations around the world. Building certifications like LEED, ENERGY STAR, Fitwel, and the WELL Health-Safety Rating are one visible sign at our annual sustainability report onproperties of our website located at http://kilroyrealty.com/commitment-sustainability.commitment to sustainability.

LEED CERTIFICATIONS 72.9% PORTFOLIO CERTIFIED FITWEL CERTIFICATIONS 37.2% PORTFOLIO CERTIFIED ENERGY STAR CERTIFICATIONS 79.2% PORTFOLIO CERTIFIED WEL HEALTH-SAFETY RATINGS 100% FULL SERVICE GROSS (OR DIRECTLY MANAGED)

Commitment to Achieving our Sustainability

Goals.We remainhave aggressive goals to reduce the energy, greenhouse gas emissions, water consumption and waste to landfill impacts of our portfolio. We are proud to have been the first North American REIT to declare that we would achieve carbon-neutral operations, and we achieved this in 2020 and 2021 through a committed leaderrange of strategies including: energy efficiency, onsite and offsite renewable energy generation, renewable energy certificates, and carbon offsets. In 2015, we met our goal of reducing energy consumption 10.0% from 2010 levels, and in the effortthat same year we met our goal of reducing water consumption by 10.0% from 2012 levels by 2017, two years early. Since accomplishing these goals, we have set ambitious new targets and we continue to buildingreport on our progress to drive reductions in energy use, carbon emissions, water use, and operating environmentally sound properties, which has resulted in wide recognition amongstwaste across our peersportfolio (see graphics below). On a like-for-like basis from 2020 levels, we estimate that our energy consumption increased by 8.3% and by industry organizations around the world.our water consumption decreased 2.3%. We continue to pursue LEED Platinum or LEED Gold certification for all new development projects, and have also achieved LEED certification at many of our existing buildings, with 72.9% of our total portfolio LEED certified as of December 31, 2021.

ENERGY USE REDUCTION GOAL: Achieve an 20% onsite reduction from 2015 energy levels by year-end 2025. 20.3 KWh/SF 19.5 KWh/SF 17.3 KWh/SF 2015 beseline 2019 2020 GREENHOUSE GAS REDUCTION ACHIEVEMENT: Scope 1+ Scope 2 Achieved a 100% reduction in GHG emissions from a 2017 base year by year end 2020. 4.8 kgCO2E/SF 3.3 kg CO2E/SF 0 kgCO2E 2017 scope 1+ 2 baseline 2019 2020 WASTE DIVERSION GOAL: Achieve a recycling annual diversion rate of at least 50% in the existing portfolio by year-end 2025 40.4% 44.5% 40.3% 2018 baseline 2019 2020 WATER REDUCTION GOAL: Reduce onsite water use 20% from 2015 levels by year-end 2025 16.0 gal/SF 14.3 gal/SF 11.1 gal/SF 2015 baseline 2019 2020 carbon - Netutral

Climate Resilience. We identify climate change as a risk to our business, an opportunity for long-term value creation and a key driver of long-term strategic business decisions. In 2020, underClimate-related risks and opportunities are governed by the oversightBoard through the CSR&S Committee, and the management team charged with driving progress includes representatives from sustainability, risk management, security, asset management and engineering. We became a supporter of our Board, we conducted analyses of our modeled financial losses due to climate change aligned with the Task Force for Climate-Related Financial Disclosures (TCFD) in 2018, and our discussion of our climate change risks and

opportunities follows that framework. In 2020, we began using The Climate Service’s Climanomics^® platform.software platform, which assesses both physical and transition risk related to climate change to empower 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 and acquisitions to address these results.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. More information about our climate resilience work, including our climate change scenario analysis, can be found in our annual sustainability reportSustainability Report on our website located at the address above.http://kilroyrealty.com/sustainability.

Industry Leading Sustainability Practices. We continue to be recognized for our industry leading sustainability practices.

Kilroy is committed to cultivating a Company culture that makes a positive difference in its employees’ lives by supporting the whole person, celebrating our differences and unique backgrounds, promoting employee health and wellness, and dedicating ourselves to being a responsible corporate citizen with our community service and philanthropic efforts.

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 8:0030 a.m. local (Pacific)(Central) time on Thursday, May 20, 2021 via live audio webcast19, 2022 at www.virtualshareholdermeeting.com/KRC2021,Indeed Tower located at 200 West 6th Street, Level C, Austin, TX 78701, and any adjournments or postponements of the Annual Meeting:

HOW TO CAST YOUR VOTE

The Board presently consists of seven 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 all seven of our incumbent directors for election at the Annual Meeting.

NOMINEES FOR DIRECTOR

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. We believe all nominees have a commitment to the Company and to building long-term stockholder value. The following chart showsprovides a summary of the director nominees’ skills and core competencies:

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

DIRECTOR NOMINEE

		LOUISA G. RITTER Independent Director
		Age: 5758 Director Since: 2020 Race/Ethnicity: Caucasian		Committees - Audit
		Louisa G. Ritter has been a member of our Board since October 2020. Ms. Ritter is currently the President of Pisces, Inc. (“Pisces”), a San Francisco-based asset management firm. Prior to joining Pisces in 2016, Ms. Ritter worked at Goldman Sachs for 14 years, most recently serving as Managing Director in its Executive Office and President of Goldman Sachs Gives. Prior to leading Goldman Sachs Gives, Ms. Ritter led various businesses including serving as COO of West Region Investment Banking and Chief of Staff of Global Technology, Media and Telecomm Investment Banking. Prior to Goldman Sachs, she spent ten years at Montgomery Securities, which ultimately became Banc of America Securities, where she served as Co-COO of Global Corporate & Investment Banking.   Ms. Ritter has served on various non-profit boards including The Hamlin School, Marin Academy, the Management Board of the Stanford School of Business, and The Global CO2 Initiative.Initiative and the Center for Reproductive Rights, where she serves on the finance and audit committee, the risk subcommittee and the diversity, equity and inclusion committee. She holds a Bachelor of Arts degree from Yale University and a Master’s degree in Business Administration from the Stanford University Graduate School of Business.   Specific Qualifications, Attributes, Skills and Experience:   Ms. Ritter was nominated to serve on our Board because she possesses extensive financial and investment knowledge based on her experiences handling a variety of matters as President at Pisces, and as a banker and corporate executive at a preeminent investment banking firm. She also has a broad range of experience through her non-profit service, having served on finance and governance committees, and having held an array of leadership roles including board chair, and chair of compensation, head search and personnel committees.

DIRECTOR NOMINEE

		GARY R. STEVENSON Independent Director
		Age: 6465 Director Since: 2014 Race/Ethnicity: Prefer Not to DiscloseCaucasian		Committees - Compensation - Governance
		Gary R. Stevenson has been a member of our Board since May 2014. Mr. Stevenson is currently the Deputy Commissioner of Major League Soccer and has been President and Managing Director of MLS Business Ventures of Major League Soccer since 2013. Prior to such time, Mr. Stevenson served as President of PAC-12 Enterprises (“Pac-12”) from 2011 to 2013, where he managed a diversified and integrated company, including the Pac-12 Networks and Pac-12 Properties. Before joining Pac-12, Mr. Stevenson was Chairman and CEO of OnSport Strategies, a sports and entertainment consulting company that he founded in 1997 and later sold to Wasserman Media Group in 2007. From 2007 to 2010, Mr. Stevenson served as Principal for Wasserman Media Group to help handle the integration of OnSport Strategies. Mr. Stevenson previously also served as President of NBA Properties, Marketing and Media for the National Basketball Association from 1995 to 1997, as Chief Operating Officer and Executive Vice President of the Golf Channel from 1994 to 1995 and as Executive Vice President, Business Affairs for PGA Tour from 1987 to 1994. Mr. Stevenson received his Bachelor’s degree from Duke University and his Master’s degree in Business Administration from George Washington University.   Specific Qualifications, Attributes, Skills and Experience:   Mr. Stevenson was nominated to serve on our Board because of his extensive business and operational experience, including his founding role at OnSport Strategies, and his roles as President of Pac-12 and currently as Deputy Commissioner of Major League Soccer and as President and Managing PartnerDirector of MLS Business Ventures of Major League Soccer. The Board believes these positions and Mr. Stevenson’s entrepreneurship success bring a diverse set of skills, experiences and relationships to our Board.

DIRECTOR NOMINEE

		PETER B. STONEBERG Independent Director
		Age: 6566 Director Since: 2014 Race/Ethnicity: Caucasian		Committees - Audit - Compensation - Governance (Chair) - CSR&S
		Peter B. Stoneberg has been a member of our Board since May 2014. Mr. Stoneberg is currently a Managing Partner of Velocity Ventures, LLC, a merchant banking and M&A advisory firm that he founded in 2000. Mr. Stoneberg is also currently a Managing Partner of Architect Partners, LLC, an investment banking firm that he joined in 2020. Mr. Stoneberg was recently a Managing Partner of Dresner Partners, LLC an investment banking firm that he joined in 2018. From 2000 to 2006, Mr. Stoneberg was with Bank of America Capital Investors (“BACI”), a private equity firm where he was an investment partner specializing in growth and buyout capital for public and private technology companies. Mr. Stoneberg also served as Senior Managing Director of Montgomery Securities, where he founded and led the Technology M&A group, beginning in 1994 until its acquisition by Bank of America in 1999. Previously, Mr. Stoneberg served in various other investment banking and management roles, including as Managing Director of Broadview Associates, Co-Founder and President of Data/Voice Solutions Corp and Product Marketing Manager for IBM and ROLM Corp. He was also an investor and on the board of directors of Cupertino Electric, Osprey Ventures, Historic Motorsports Productions, Saleslogix Corp. and Netcom Systems. Additionally, Mr. Stoneberg has served as a founder of the San Francisco America’s Cup Organizing Committee and Chair of the Investment Committee of the St. Francis Sailing Foundation. Mr. Stoneberg received his Bachelor’s degree in Business from the University of Colorado and has completed the Stanford Law School Directors’ College.   Specific Qualifications, Attributes, Skills and Experience:   Mr. Stoneberg was nominated to serve on our Board because of his significant relationships, experience with and knowledge of large and small companies in the high-technology industry, particularly those within the San Francisco Bay Area, which have become target tenants of the Company. Mr. Stoneberg also possesses extensive knowledge in the areas of raising equity and debt capital, and mergers and acquisitions based on his experience at BACI, Montgomery Securities and Velocity Ventures. Mr. Stoneberg also has experience as an active board member at three companies, including as a member of the audit and compensation committees of Netcom Systems and Cupertino Electric.

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 the Annual Meeting is not contested.

Under Maryland law, if an incumbent director is not re-elected at 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-elected due 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 U.S.US Securities and Exchange Commission (the “SEC”) executive compensation disclosure rules and 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:

The Compensation Committee values input from the Company’s stockholders regarding the Company’s executive compensation program and, as discussed in more detail on page 51, made changes to our executive compensation program based on the feedback we received from stockholders. These changes included enhancing the performance-based component of our NEOs’ 2020 annual equity awards, and refinements to our 2020 annual cash incentive program for NEOs.

Below are highlights of the 20202021 compensation arrangements for our NEOs as approved by the Compensation Committee.

We also maintain a range of executive compensation and governance-related policies, which are listed beginning on page 72,4, 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-Pay vote 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-Pay vote to approve the compensation of our NEOs each year at the annual meeting of stockholders. It is expected that the next advisory Say-on-Pay vote will be held at the 20222023 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 proposal.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE RESOLUTION APPROVING,TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NEOs.

PROPOSAL 3 –

APPROVAL OF AMENDMENT AND RESTATEMENT OF BYLAWS TO REMOVE INDEPENDENT COMMITTEE APPROVAL REQUIREMENT SEPARATELY GOVERNED BY OUR RELATED PARTY TRANSACTIONS POLICY

On February 8, 2021, our Board approved and declared advisable the amendment and restatement of our Bylaws to remove the requirement in Article III, Section 7 of our Bylaws that a separate Independent Committee of our Board approve Principal Party Transactions (as defined below). As further described below and consistent with applicable NYSE and SEC requirements, we have a long-established Related Party Transactions Policy that separately requires the Governance Committee of our Board, which is composed solely of Independent Directors, to approve certain related party transactions, including Principal Party Transactions. The removal of the Independent Committee approval requirement in our Bylaws would not impact Independent Director review and approval of Principal Party Transactions by our Governance Committee under our Related Party Transactions Policy, but would eliminate the requirement that the members of our Governance Committee separately review and authorize such transactions in their role as members of the Independent Committee. In accordance with Article VII, Section 1 of our Bylaws, our Board also directed that the proposed amendment and restatement of our Bylaws be submitted to our stockholders for approval at the Annual Meeting.

Proposed Bylaw Amendment

The proposed amendment and restatement of our Bylaws amends Article III, Section 7 of our Bylaws to read as follows (additions shown as underlined and deletions shown as struck through):

“Notwithstanding any other provision of these Bylaws, the following actions of the Board of Directors shall require the approval of a majority of the Independent Committee (as defined in Section 12(ii) of this Article III): all transactions between the Corporation or any subsidiary of the Corporation (including, without limitation, the Operating Partnership) and John B. Kilroy, Sr. or John B. Kilroy, Jr. and their respective affiliates (not including the Corporation, the Operating Partnership or any subsidiary of the Corporation or the Operating Partnership), including, but not limited to, (a) the negotiation, enforcement and renegotiation of the terms of a lease, sale or refinancing of any of the Corporation’s or the Operating Partnership’s properties; (b) the consideration of the General Partner’s right of first refusal as set forth in Section 11.3 of the Fifth Amended and Restated Agreement of Limited Partnership, as amended, of the Operating Partnership; and (c) the enforcement of the terms of transfer of any property to the Operating Partnership.[Intentionally Omitted.]”

The proposed amendment and restatement of our Bylaws also contains ministerial conforming changes. The full text of the proposed amendment and restatement of our Bylaws appears as Appendix B to this Proxy Statement.

Purpose and Effect of the Proposed Bylaw Amendment

Article III, Section 7 of our Bylaws currently provides that a separate committee of the Board, known as the Independent Committee, is required to approve any transaction between the Company and any subsidiary of the Company, on the one hand, and John B. Kilroy, Sr. or John B. Kilroy, Jr. and their respective affiliates, on the other hand (a “Principal Party Transaction”). This

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 build public trust in the Company. Highlights include the following:following:

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. 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. Ingraham, Stevenson and Stoneberg, comprising at least 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. Ingraham, Stevenson and Stoneberg as our “Independent Directors.”

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-needed basis. Dr. Brennan, our Lead Independent Director, presides over these meetings.

Board Leadership Structure and Lead Independent Director

Our Corporate Governance Guidelines and our Bylaws permit the roles of Chairman and CEO to be filled by the same or different individuals. Our Board believes it is important to select our Chairman 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 Chairman and CEO annually to ensure that the Company’s leadership structure best fits the Company’s specific circumstances and short and long-term challenges.

At this time, our Board believes that the Company and our stockholders are best served by having Mr. Kilroy serve as our Chairman and CEO. Mr. Kilroy’s combined role as Chairman and CEO demonstrates clearer accountability and provides a single leader who speaks with one voice to our stockholders, tenants, partners, employees, other stakeholders and the public. The combined Chairman and CEO role also enhances transparency between management and our Board by serving as an efficient and effective bridge for communication between the Board and management on significant business developments and time-sensitive matters, and provides unified leadership for carrying out our strategic initiatives and business plans. The combined Chairman and CEO role is balanced by the number of independent directors serving on our Board, our independent committee Chairs and our Lead Independent Director.

Our Corporate Governance Guidelines provide that if the Chairman is also our CEO, or if the Chairman is not otherwise an Independent Director, the Independent Directors will appoint annually from amongst themselves a Lead Independent Director. Dr. Brennan is currently our Lead Independent Director and brings to this role considerable skills and experience, as described above in “Proposal 1 — Election of Directors.” The role of our Lead Independent Director is designed to further promote the independence of our Board and appropriate oversight of management and to facilitate free and open discussion and communication among the Independent Directors.

We believe this current leadership structure with the combined Chairman and CEO leadership role and a Lead Independent Director 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.

Our Board believes that the process it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and, therefore, does not have a material effect on our choice of the Board’s leadership structure described above under “Board Leadership Structure and Lead Independent Director.”

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to our directors, officers (including our CEO, President, Chief Financial Officer, Chief Accounting Officer and Controller, and other members of senior financial management), employees, agents and consultants. This Code of Business Conduct and Ethics satisfies the requirements of a “code of business conduct and ethics” under the NYSE listing standards and a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and applicable SEC rules. This Code of Business Conduct and Ethics is available in the Investors — Overview — Corporate Governance Documents section of the Company’s website at http://www.kilroyrealty.com. Amendments to, or waivers from, a provision of this Code of Business Conduct and Ethics that apply to the Company’s directors or executive officers, including our CEO, President, Chief Financial Officer, Chief Accounting Officer and Controller, and other members of senior financial management, may be made only by the Board or a Board committee and will be promptly posted on our website to the extent required by applicable SEC rules and NYSE listing standards.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent the Board’s current views with respect to selected corporate governance issues considered to be of significance to our stockholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, Board composition and director qualifications, selection of the Chairman of the Board and the Lead Independent Director, establishment of the Board’s standing committees, director stock ownership guidelines, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is available in the Investors — Overview — Corporate Governance Documents section of our website at http://www.kilroyrealty.com.

Succession Planning

Pursuant to our Corporate Governance Guidelines, our Board and our CEO review succession planning, management performance and management development on a regular basis. To facilitate this succession planning oversight by the Board, the Board has established an ad hoc Succession Planning Committee of the Board that is responsible for reviewing the Company’s succession planning and management performance and development. The members of the Succession Planning Committee are Messrs. Kilroy and Stevenson and Dr. Brennan, with Mr. Stevenson serving as its Chair. The Succession Planning Committee reviews potential internal candidates with our CEO, including the qualifications, experience and development priorities for these individuals, and provides recommendations to our Board regarding potential CEO successors and reviews their development plans. Directors also engage with potential CEO and key management personnel successors at Board and committee meetings and in less formal settings to allow directors to personally assess potential successor candidates.

Our Board also maintains an emergency CEO succession plan. The plan will become effective in the event our CEO becomes unable to perform his or her duties in order to minimize potential disruption or loss of continuity to the Company’s business and operations. The Succession Planning Committee reviews the emergency succession plan periodically and makes recommendations to the Board regarding any changes or updates to the emergency succession plan.

Corporate Social Responsibility and Sustainability Oversight

OperatingWe are committed to operating in a responsible and sustainable manner plays an important role in our business. Managementmanner. Our Board and our Board, through the CSR&S Committee,management take seriously their responsibility to oversee and advance the Company’s corporate social responsibility, human capital development and sustainabilityCSR&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. WeOur CSR&S initiatives have yielded results that we believe that our governance foundation, coupled with our strong environmental and socially focused initiatives and accomplishments, 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/.

CommitmentPhilanthropy. The Company provides financial support to Diversity at the Company and on the Board

We arecharitable organizations focused on creatingbuilding strong communities and a diverse and inclusive workforce.healthier planet. Our priorityphilanthropic philosophy is to attract, develop and retainprovide unrestricted grants to allow the best talent, foster an inclusive culture and embrace diversity. Our employees are the foundation of our success andorganizations we strivebelieve in to have a workforce that reflects the diversity of qualified talent that is available in the markets that we serve.

As of December 31, 2020, women comprised 59% and minorities comprised 45% of the Company’s total workforce, and women comprised 56% of employees in supervisory roles at the Company. Additionally, the Company has numerous women in key leadership roles, including our EVP, Chief Administrative Officer, our SVP, Chief Financial Officer and Treasurer, our SVP, Chief Accounting Officer and Controller, our SVP, Corporate Counsel and multiple other Senior Vice Presidents.

execute their programs most efficiently. In 2021, the Company was once again listedsupported over 85 organizations through charitable donations. Additionally, in 2021 we extended our matching gifts program through which the Company matches employee donations made to qualified organizations with the opportunity for employees to earn up to a $1,500 match.

Tenant Engagement. We partner with our tenants on the Bloomberg Gender Equality Index following its initial inclusion in 2020, which includes companies that score high on promoting gender equality across five dimensions: female leadershipa wide variety of sustainability, health and talent pipeline, equal payengagement programs, including implementation of green lease standards, waste reduction and gender pay parity, inclusive culture, sexual harassment policies and pro-women brand. In additioncomposting programs, webpages dedicated to our dedication to maintaining a diverse and inclusive workforce, our human capital development goals arebuilding-specific sustainability information, programs focused on enhancing employee growth through corporatetenant health at every building and periodic tenant sustainability trainingssurveys and education programs, and maintaining a thriving culture.

We are also committed to diversity at the Board level. In 2020, we appointed a new female independent director, Louisa Ritter, to our Board as part of our ongoing board refreshment and diversity efforts. Currently, two of our seven directors (or 29%) are female, with one serving as the Chair of the Company’s CSR&S Committee. In addition to our recent efforts to increase gender diversity on the Board and in response to stockholder feedback, our Board is also committed to appointing another new female director and a new director who is ethnically diverse, or a single new director who is both female and ethnically diverse, and our Governance Committee has initiated a search for such director candidates. More generally, our Board will continue to endeavor to include women and individuals from minority groups in the qualified pool from which new director candidates are selected when the Board undergoes any future Board refreshment. The Board’s objective is to have a Board comprised of individuals who by occupation, background and experience are in a position to make a strong, positive contribution to the Company and its stockholders.

29%

Commitment to Achieving Our Sustainability Goalsmemos.

We have aggressive goals to reduce the energy, greenhouse gas emissions, water consumption and waste to landfill impacts of our portfolio. In 2015, we met our goal of reducing energy consumption 10% from 2010 levels, and in that same year we met our goal of reducing water consumption by 10% from 2012 levels by 2017, two years early. We have built on that success by being the first North American REIT to declare that we would achieve carbon neutral operationsby the end of 2020, and achieving such goal in December 2020. On a like-for-like basis from 2019 levels, we estimate that our energy consumption decreased 13% and our water consumption decreased 31%⁽¹²⁾. The majority of these decreases were caused by reductions in occupancy due to the COVID-19 pandemic and will not be used to measure progress towards energy or water reduction goals. Additionally, we are pursuing LEED platinum or gold certification for all development projects.

Below are a few highlightsInternal Policies. We maintain an extensive number of the goals thatCSR&S-related policies, which we have adopted and our progress on such goals to date.⁽¹²⁾

GOAL 2020 RESULTS LEED CERTIFICATION Achieve LEED Gold or Platinum Certification on 100% of new construction projects 100% of new construction projects achieved LEED Gold or Platinum certification CARBON NEUTRAL OPERATIONS Achieve carbon neutral operations for 100% of our stabilized portfolio and development pipeline 100% of our stabilized portfolio and development portfolio achieved carbon neutral operations ENERGY STAR CERTIFICATION Achieve ENERGY STAR certification for 75% of eligible existing buildings 69% of eligible existing buildings are ENERGY STAR certifiedover the last 25 years.

Industry Leading Sustainability PracticesTransparent Reporting.

We continue to be recognized for our industry leading sustainability practices.

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 authority to set compensation levels of our executive officers or to grant equity awards, but has delegated certain limited administrative authority to management (i) with respect to the 2007 Deferred Compensation Plan, as amended; (ii) to address the settlement of fractional share interests arising under certain equity awards under our Amended and Restated 2006 Plan;Incentive Award Plan (“2006 Plan”); and (iii) to determine whether certain equity awards would be settled in cash or stock under such plan. In accordance with the Compensation Committee’s charter, the Compensation Committee may retain independent compensation advisors and other management consultants. In 2020,2021, the Compensation Committee retained Mercer (US) Inc. (“Mercer”) to assist it in reviewing our compensation programs and the evaluation of specific compensation-related matters. As discussed under “Compensation Discussion and Analysis — How We Make Compensation Decisions — Role of Independent Compensation Consultant” below, the Compensation Committee has assessed the independence of Mercer and has concluded that its engagement of Mercer does not raise any conflict of interest with the Company. The services provided by Mercer in 20202021 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 expert or advisors it deems desirable or appropriate. During 2020, Korn Ferry, an independent executive search firm retained by the Governance Committee, assisted the Governance Committee in the process of identifying and evaluating qualified prospective director candidates for appointment to the Board and evaluated and screened Ms. Ritter prior to her appointment in October 2020.

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 a strong, positive contribution to the Company and its stockholders, and will endeavor to include women and individuals from minority groups 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 be appropriate in the context of the perceived 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 in light of 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 a director nominee.

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. 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 20222023 annual meeting of stockholders must be received in writing not later than December 10, 2021,9, 2022, which is 120 days prior to the one-year anniversary of the date this Proxy Statement is first available to stockholders.

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. However, 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. Each standing committee also conducts a separate evaluation of its own performance and of the adequacy of its charter and reports to the Board on the results of this evaluation. The evaluation process is 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 Governance Committee also reviews the qualifications and effectiveness of individual directors each year when the directors stand for re-nomination. The review of individual directors includes an assessment of each director’s skills and experience in relationship to the Board Membership Criteria and that director’s commitment to the Board as evidenced by preparation for, understanding of, and attendance at Board meetings. The results of the individual director evaluations and the Governance Committee’s recommendations regarding director nominations are reported to the Board. The annual evaluations are generally conducted in the fourth quarter of each year or in the first quarter of the following year.

Communications with the Board

Stockholders or other interested parties who wish to contact the Board, the Lead Independent Director, 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

AUDIT AND NON-AUDIT FEES

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 reappointed by 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 Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee annually reviews and pre-approves certain audit and non-audit services that may be provided by Deloitte and establishes a pre-approved aggregate fee level for these services. Any proposed services not included within the list of pre-approved services or any proposed services that will cause the Company to exceed the pre-approved aggregate amount requires specific pre-approval by 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-approvals are presented to the Audit Committee at a subsequent meeting. The Audit Committee has delegated this pre-approval authority to Mr. Ingraham, the Chair of the Audit Committee, although such delegation does not limit the authority of the Audit Committee to pre-approve in 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 20202021 and 20192020 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 auditorsauditor and reviews and discusses the audited financial statements included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K with 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.

TheDeloitte, the Company’s independent auditors areauditor, 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, 20202021 with management and the Company’s independent auditors.Deloitte. The Audit Committee discussed with the Company’s independent auditors theirDeloitte 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 the independent auditorsDeloitte required by applicable requirements of the PCAOB regarding the independent auditors’Deloitte’s communications with the Audit Committee concerning independence, and has discussed with the Company’s independent auditors theirDeloitte its independence from the Company. The Audit Committee also considered the compatibility of the independent auditors’Deloitte’s provision of audit and any tax and non-audit services with the auditors’Deloitte’s independence.

The Audit Committee discussed with the Company’s independent auditorsDeloitte the overall scope of theirits respective audits. The Audit Committee meets with the independent auditors,Deloitte, with and without management present, to discuss the results of theirits examinations, their 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 the Company’s independent auditors.Deloitte. The Audit Committee held six meetings during 2020.2021.

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, 20202021 be included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on February 12, 2021.10, 2022.

Audit Committee

Scott S. Ingraham, Chair

Edward F. Brennan, PhD

Louisa Ritter*G. Ritter

Peter B. Stoneberg

* Ms. Ritter was appointed to the Audit Committee effective October 30, 2020.

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