Daryl Carter
About Daryl Carter
Daryl J. Carter, age 70, is an independent director of Kilroy Realty Corporation (KRC) since 2024 and serves on the Audit Committee as an NYSE/SEC-qualified “financial expert.” He is Founder, Chairman, and CEO of Avanath Capital Management with more than 40 years in real estate across investment, credit, and operations. Carter holds master’s degrees in Architecture and Business Administration from MIT and a BS in Architecture from the University of Michigan, and received the MIT Sloan Distinguished Alumni Award in 2015 . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanath Capital Management, LLC | Founder, Chairman & CEO | Since 2008 | Leads affordable/workforce housing strategy; directs overall firm strategy |
| Centerline Capital Group | Executive Managing Director | 2005–2008 | Joined via Capri acquisition; integrated diversified real estate platform |
| Capri Capital family of companies | Co‑Chairman & Co‑founder | Pre‑2005 (acquired by Centerline in 2005) | Built to $8B in real estate equity and debt investments under management |
| Westinghouse Credit Corporation | Regional Vice President | 1981–1991 | Credit and risk management leadership |
| Continental Bank | Second Vice President | 1981–1991 | Banking and credit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catellus Development Corporation (NYSE: CDX) | Director | 1994–2005 | Public company board service |
| Silver Bay Realty Trust Corp. (NYSE: SBY) | Director | 2013–2017 | Public company board service |
| Whitestone REIT (NYSE: WSR) | Director | 2009–2017 | Public company board service |
| BRIDGE Housing | Director | Not disclosed | Nonprofit housing board member |
| National Multifamily Housing Council | Past Chairman | 2014–2016 | Industry leadership role |
Board Governance
- Committee assignments: Audit Committee member; NYSE/SEC “financial expert”; joined May 22, 2024 .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; Audit Committee held seven meetings in 2024 .
- Independence: Determined independent under NYSE standards; Independent directors meet regularly in executive session .
- Board skills: Executive leadership, investment and capital markets experience, financial literacy, risk management, advanced degrees; target tenant industry experience .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director under NYSE standards |
| Committee | Audit Committee member and financial expert |
| Chair roles | None disclosed for Carter |
| Audit Committee meetings | 7 in 2024 |
| Board attendance | ≥75% for all directors in 2024 |
| Director since | 2024 |
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Fees earned or paid in cash (Carter) | $54,890 | 2024 | Per Director Compensation Table |
| Annual director cash retainer (program) | $70,000 | H1 2024 | Program level; increased in Q3 2024 |
| Annual director cash retainer (program) | $75,000 | Beginning Q3 2024 | Program level |
| Audit Committee member retainer (program) | $15,000 | 2024 | Program level |
| Audit Committee chair retainer (program) | $20,000 / $35,000 | H1 2024 / from Q3 2024 | Program level; Carter is not Chair |
Performance Compensation
| Grant Type | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Annual RSU award | May 22, 2024 | 4,304 | $145,002 | Vests at 2025 Annual Meeting | Dividend equivalents accrue; standard for non-employee directors |
| Initial RSU award (new director) | May 22, 2024 | 2,969 | $100,025 | 50% vests May 22, 2025; 50% vests May 22, 2026 | Granted in addition to annual award |
| Performance Metrics in Director Compensation | Weight | Applicability |
|---|---|---|
| None disclosed; director RSUs vest based on time | N/A | RSUs vest time-based; accelerate on change-in-control, death, or disability under plan terms |
No stock options outstanding for non-employee directors as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Avanath Capital Management | Private (Investment Manager) | Multifamily focus; no related-party transactions with KRC disclosed |
| Prior REIT boards (CDX, SBY, WSR) | Public | Historical; no current interlocks disclosed at KRC |
Expertise & Qualifications
- Founder/CEO experience in real estate investment and operations; deep capital markets and credit background .
- Financial expert designation and strong financial literacy; risk oversight experience .
- Advanced degrees (MIT MA Architecture & MBA); industry leadership (NMHC Chairman) .
- Skills aligned with KRC’s tenant industries and capital allocation needs .
Equity Ownership
| Holder | Beneficially Owned Shares | Unvested RSUs | % of Outstanding Shares | Pledged/Hedged | Ownership Guideline Status |
|---|---|---|---|---|---|
| Daryl J. Carter | 0 | 7,501 | 0% | None disclosed; company prohibits hedging/pledging with limited exceptions | Directors must reach ≥5x annual retainer within 5 years; all directors met or are within 5-year window (Carter joined in 2024) |
Unvested RSUs for Carter include dividend equivalents; scheduled to vest as noted above .
Governance Assessment
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Strengths
- Independent director and Audit Committee financial expert adds robust oversight of financial reporting, internal controls, and cybersecurity risk; Audit Committee met seven times in 2024, indicating active engagement .
- Deep real estate investment and credit background complements KRC’s capital markets and risk management priorities; skills matrix shows alignment with tenant industries and finance/capital markets .
- Director compensation mix is primarily equity (RSUs) with time-based vesting; stock ownership guidelines and anti-hedging/anti-pledging policies support alignment .
-
Watch items
- Beneficial ownership shows 0 shares as of March 1, 2025; while within five-year guideline window for new directors, monitor progress toward ownership targets for stronger “skin-in-the-game” alignment .
- Avanath leadership role: no related-party transactions disclosed, but continue monitoring for any potential overlaps or transactions with KRC to pre-empt conflicts; Governance Committee oversees related-party policy .
-
Red flags
- None disclosed regarding attendance, related-party transactions, or pay anomalies. All directors met at least 75% attendance; no director-related party transactions disclosed for Carter; director equity awards are standard RSUs with time-based vesting (no options repricing, no excise tax gross-ups) .
Insider Trades
| Date | Transaction | Shares | Price | SEC Form |
|---|---|---|---|---|
| Not disclosed in the 2025 Proxy Statement | — | — | — | — |
Beneficial ownership and unvested RSUs are disclosed in the proxy; no Form 4 transactions are presented therein .