{"url_path":"/sec/krc/8-k/2026-02-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1025996/0001628280-26-012017-index.html","accession_number":"0001628280-26-012017","cik":"0001025996","ticker":"KRC","issuer_name":"KILROY REALTY CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1025996/0001628280-26-012017-index.html","primary_entity_key":"0001025996","primary_entity_name":"KILROY REALTY CORP"},"word_count":656,"has_tables":true,"body_markdown":"Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn February 24, 2026, the Board of Directors (the “Board”) of Kilroy Realty Corporation (the “Company”) appointed Gary Stevenson to serve as Chair of the Board, effective immediately. Mr. Stevenson succeeds Edward F. Brennan, PhD, who will continue to serve as a member of the Board. There are no arrangements or understandings between Mr. Stevenson and any other person pursuant to which he was selected as Chair.\n\nAdditionally, on February 24, 2026, the Board (i) increased the size of the Board from seven to nine members, effective immediately, and (ii) appointed Cornelia “Cia” Buckley Marakovits and David Kieske to serve as independent directors of the Company, each effective immediately.\n\nMs. Marakovits is the President, Chief Investment Officer and Co‑Owner of Dune Real Estate Partners. She has served as a Director of the Pension Real Estate Association since 2021 and serves on the Boards of Directors of SparkYouth NYC and Phillips Exeter Academy. Ms. Marakovits holds a Bachelor of Arts degree in Economics from Lafayette College and a Master of Business Administration degree from Columbia University.\n\nMr. Kieske is the Executive Vice President, Chief Financial Officer and Treasurer at VICI Properties Inc., an S&P 500 real estate investment trust, and previously served as Special Advisor to the Chief Executive Officer. Prior to joining VICI Properties Inc., Mr. Kieske served as Managing Director of Wells Fargo/Eastdil Secured, a real estate investment bank, and has over 20 years of real estate experience. He holds a Bachelor of Science degree in Managerial Economics from the University of California, Davis and a Master of Business Administration degree from the University of California, Los Angeles.\n\nIn connection with their service as a director, each of Ms. Marakovits and Mr. Kieske will receive the Company’s standard non-employee director cash and equity compensation, as provided in the Company’s Director Compensation Policy, as amended from time to time and as filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 11, 2025 (“the “Director Compensation Policy”). In addition, on February 24, 2026 in connection with their appointment to the Board, the Company granted to each of Ms. Marakovits and Mr. Kieske an initial director equity award of 3,224 restricted stock units (each, an “Initial Director Award”). Each Initial Director Award will be scheduled to vest as to 50% of the restricted stock units subject to the award on each of the first and second anniversaries of the grant date. Each of Ms. Marakovits and Mr. Kieske will also enter into an indemnification agreement with the Company in the form filed as Exhibit 10.89 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 11, 2010.\n\nThere are no arrangements or understandings between Ms. Marakovits or Mr. Kieske and any other person pursuant to which either was selected as a director. Neither Ms. Marakovits nor Mr. Kieske has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K. The Board has appointed Ms. Marakovits to serve on the Nominating/Corporate Governance Committee of the Board and Mr. Kieske to serve on the Audit Committee of the Board.\n\nLastly, on February 24, 2026, Peter Stoneberg, a member of the Board, notified the Company that he will not stand for re-election to the Board at the Company’s 2026 annual meeting of stockholders and that he will retire from the Board upon completion of his existing term, which expires on the date of the 2026 annual meeting of stockholders. The Board has approved a decrease in the size of the Board, from nine to eight members, effective as of the time of Mr. Stoneberg’s retirement from the Board."}