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Angela Aman

Angela Aman

Chief Executive Officer at KILROY REALTY
CEO
Executive
Board

About Angela Aman

Angela M. Aman is Chief Executive Officer and a director of Kilroy Realty Corporation (KRC). She is 45 years old, joined as CEO on January 22, 2024, and has served on KRC’s Board since 2024; she holds a Bachelor’s degree in Economics from The Wharton School, University of Pennsylvania . 2024 operating performance under her leadership included FFO (As Adjusted) per share of $4.59, ~1.78M SF of leases, and year-end liquidity of ~$1.3B; net debt/EBITDA was 6.4x, and in the SEC pay-versus-performance table, a $100 initial investment in 2020 was valued at $60.91 for KRC and $117.56 for the peer index by year-end 2024 .

Past Roles

OrganizationRoleYearsStrategic Impact
Brixmor Property GroupPresident, CFO & Treasurer2023–2024Led finance/treasury; senior operational oversight across a major REIT platform
Brixmor Property GroupCFO & Treasurer; EVP2016–2023Drove capital markets and financial strategy; enhanced investor credibility
Starwood Retail PartnersEVP & CFO2015–2016Strengthened private retail platform’s finance and controls
Retail Properties of America, Inc.EVP, CFO & Treasurer2012–2015Public REIT finance leadership; capital allocation
RREEF (real estate securities team)Investment Analyst/Portfolio Manager2005–2011Public REIT investing; portfolio management discipline
Deutsche Bank Securities (Real Estate IB)Investment Banking2001–2005M&A/financing expertise in real estate capital markets

External Roles

OrganizationRoleYearsNotes
Equity Residential (NYSE: EQR)Trustee; Audit Committee ChairCurrentPublic company board service; audit leadership
Nareit; ICSC; ULIMemberCurrentIndustry engagement across REITs, retail, and urban land use

Fixed Compensation

Component (2024 unless noted)Amount/Detail
Base Salary$800,000
Target Bonus % of Salary175% (max 262.5%); minimum 50% of target for 2024 per agreement
Actual Annual Cash Incentive (2024)$1,775,000 (126.8% of target)
Initial Sign-on RSU Grant101,627 RSUs; granted 1/22/2024; vested on 1/22/2025
Annual Equity Award Value (2024)$3,500,000 total; $875,000 time-based (25%), $2,625,000 performance-based (75%)

Performance Compensation

2024 Annual Cash Incentive Framework and Results

MetricWeightTargetActual 2024Payout vs TargetVesting/Notes
FFO Per Share35%$4.175 $4.59 150% (Maximum) Key REIT earnings metric
Leasing SF – Operating Portfolio17.5%850K 1,417K 150% (Maximum) Demand indicator
Leasing SF – Development Portfolio7.5%100K 0 0% (Below threshold) Pipeline execution
Net Debt/EBITDA10%6.7x 6.4x 150% (Maximum) Balance sheet discipline
Corporate Responsibility10%Qualitative (ESG initiatives) Achieved at target 100% Key ESG/culture priorities
Individual Performance (CEO)20%Assessed by Committee 115% for Aman 115% Leadership contribution

2024 Long-Term Incentive (RSUs) Structure for CEO

ElementWeightTarget/ThresholdActual/StatusPayout RangeVesting
FFO (As Adjusted) Per Share Modifier100% gate for performance RSUsTarget $4.175; Threshold $4.10 2024 Result: $4.59 → 175% of target banked shares for CEO 0–175% (CEO) Banked shares eligible; final vest in Q1 2027 contingent on modifiers and service
TSR Percentile vs Office REIT Peers50% of banked shares50th pct = 100% To be determined over 2024–2026 25–175% (CEO) Cliff at end of 3-year period
Average Net Debt/EBITDA50% of banked shares6.8x = 100% To be determined over 2024–2026 25–175% (CEO) Cliff at end of 3-year period
Time-based RSUs25% of annual LTIN/AVests 1/3 annually on Jan 5 in 2025–2027 N/AService-based

Equity Ownership & Alignment

ItemDetail
Shares Owned Directly (3/1/2025 ref)64,119 shares (<1% outstanding)
Unvested RSUs (12/31/2024)26,054 time-based; 136,783 performance-based (banked on 2024 FFO)
Initial RSU Grant Status106,516 units (incl. dividend equivalents) vested on 1/22/2025
Ownership Guidelines600% of base salary for CEO; met as of 12/31/2024
Anti-hedging/PledgingHedging prohibited; pledging generally prohibited with narrow exceptions; no repricing of options, no single-trigger CIC, no excise tax gross-ups

Potential supply overhang: 2027 vest of 2024 performance RSUs subject to TSR and leverage outcomes; annual time-based RSUs vest each January 5 (may contribute to routine Form 4 activity) .

Employment Terms

TermDetail
Appointment/StartCEO effective January 22, 2024
Agreement TermThrough March 31, 2028; auto-renews annually unless notice given
Base/Bonus TermsBase salary $800,000; annual target bonus 175% of salary; max 262.5%
EquityGuaranteed annual equity award value not less than $3.5M for 2024 and 2025; initial RSU $4.0M
Severance (No CIC)2× (base + target bonus) paid over 2 years; pro-rata target bonus; up to 18 months COBRA premium reimbursement
Severance (With CIC)3× (base + target bonus); pro-rata bonus; COBRA; acceleration of time-based RSUs; performance awards measured per award terms
Estimated Severance Values (12/31/2024)$8.80M (no CIC) vs $18.36M (with CIC); accelerated vesting component $4.31M vs $11.67M respectively (valued at $40.50 per share)
ClawbackSEC/NYSE-compliant recovery policy for incentive comp on restatements
Tax Gross-upsNone for 280G/4999; benefits cut if tax-efficient
Non-Compete/NDAsNon-Disclosure Agreements include restrictions on competitive activity, confidentiality, and non-disparagement; cooperation obligations
Relocation PerqsTemporary housing, relocation costs, broker fees, tax gross-up for relocation; repayment if departure within one year (excluding qualifying terminations)

Board Governance

  • Board service: Director since 2024; member of Corporate Social Responsibility & Sustainability (CSR&S) Committee .
  • Independence and dual-role mitigants: Independent Chair (Dr. Brennan); supermajority independent board; executive sessions; robust governance practices; CEO limited to one other public board (she serves on EQR) .
  • Director compensation: CEO does not receive additional board compensation .

Compensation Peer Group (2024)

The Compensation Committee used a 14-company REIT peer set for benchmarking pay decisions; KRC’s revenues, market cap, and total assets place it around the median of the group. The program emphasizes majority at-risk, performance-tied equity and cash incentives, with no fixed percentile targeting .

Performance & Track Record

Metric/Highlight (2024)Result
FFO (As Adjusted) per share$4.59
Leasing Volume~1,778,000 SF; highest since 2019
GAAP Rent Change on Leases+8.2%
Liquidity~$1.3B (≈$0.2B cash + $1.1B undrawn revolver)
Net Debt/EBITDA (company share)6.4x
Capital MarketsIssued $400M 12-year notes at 6.25%; recast $1.1B revolver; repaid $403.7M notes at par

Shareholder engagement drove 2024 compensation program refinements (simplified metrics, reduced ESG weighting, added individual performance; 2025 introduces a liquidity ratio in the cash bonus framework) .

Compensation Governance Safeguards

  • Anti-hedging/anti-pledging policies; robust stock ownership guidelines and holding requirements; no single-trigger CIC; no excise tax gross-ups; independent compensation consultant; regular investor engagement .
  • Clawback policy compliant with SEC/NYSE for incentive recovery on restatements .

Director Compensation (for context)

Non-employee directors receive cash retainers and ~$145,000 in RSUs annually; CSR&S oversight is formalized at board level. CEO does not receive additional compensation for board service .

Say-On-Pay & Shareholder Feedback

The board and Compensation Committee proactively engaged holders of ~75% of shares post-2024 vote; feedback led to right-sizing CEO pay versus prior CEO and structural changes to annual incentives and severance design .

Compensation Structure Analysis

  • Strong pay-for-performance: ~86% of CEO target TDC at risk; majority of LTI subject to three-year TSR and leverage outcomes; cash bonus linked to FFO, leasing, and balance sheet metrics .
  • Reduced guaranteed elements vs prior CEO; severance levels materially lower than legacy contract; no single-trigger CIC .
  • Explicit leverage and TSR metrics discourage excessive debt-funded growth and align to shareholder returns .

Risk Indicators & Red Flags

  • Positive: No single-trigger CIC; clawback in place; anti-hedging/pledging; independent chair; reduced severance vs predecessor; majority independent board .
  • Watch items: Significant “banked” performance RSUs at 175% after strong 2024 FFO may create sizeable vest in 2027 pending TSR/leverage outcomes; routine January vesting cycles may create periodic supply pressure .

Investment Implications

  • Alignment: CEO compensation is heavily performance-contingent, with explicit leverage and TSR controls; ownership guidelines met, and governance standards strong—supportive of long-term alignment .
  • Catalysts/Trading Signals: 2027 cliff vest for 2024 performance RSUs contingent on three-year TSR/leverage; January annual time-based vestings are recurring supply events; 2025 cash bonus adds liquidity ratio, incentivizing further balance sheet strengthening .
  • Retention Risk: Low near-term due to multi-year contract term and severance economics; absence of tax gross-ups and no single-trigger CIC reduce shareholder risk .