Edward Brennan
About Edward F. Brennan
Edward F. Brennan, PhD, age 73, is the Independent Chair of the Board at Kilroy Realty Corporation (KRC); he has served as Chair since 2024 after acting as Lead Independent Director from 2014–2024 and has been a director since 2003 . He holds bachelor’s degrees in Chemistry and Biology and a PhD in Biology from the University of California, Santa Cruz, and brings 30+ years of health sciences and medical technology operating and board experience—sectors aligned with KRC’s target tenant base . KRC’s board leadership structure separates the CEO and Chair roles; as Independent Chair, Brennan focuses on board oversight, while the CEO manages operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITC Nexus Holding Company | Chief Integration Officer after Nexus–ITC merger | 2011 | Led post-merger integration in medical diagnostics |
| Nexus Dx, Inc. | Chief Executive Officer | 2011–2014 | CEO of medical diagnostics firm |
| CryoCor, Inc. | President & COO; then CEO (sold to Boston Scientific) | 2005–2006; 2006–2008 | Led through sale to Boston Scientific |
| Perennial Ventures | Managing Partner | 2001–2004 | Seattle-based venture capital; medtech focus |
| Tredegar Investments | Vice President | 2000–2001 | Investment leadership |
| Syntex, UroSystems, Medtronic, DepoMed Systems, CardioGenesis | Scientific/executive positions | Various | New medical technology development/financing |
| Center for the Performing Arts, Mountain View | House Manager | n/a | Community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Green Ninja | Chair of the Board | Current | Science-focused, project-based learning curriculum |
| Abram Scientific (private) | Acting CEO & Director | 2015–2022 | Medical diagnostics |
| TargetDX Laboratory (private) | Director | Current | Private company board |
| Goucher College | Trustee | Prior | Board of Trustees service |
| HemoSense, Inc. (public) | Director; Chairman | 2000–2007 | Chairman through sale to Inverness Medical Innovations |
| CryoCor (public) | Director | Until 2008 | Served until sale to Boston Scientific |
Board Governance
- Independence and leadership: The Board deems Brennan independent under NYSE standards; he presides over independent director executive sessions as Independent Chair and leads shareholder engagement .
- Committee assignments (2024–2025): Member, Executive Compensation Committee; previously on Governance Committee through May 22, 2024; expected to serve as Interim Chair of the Audit Committee following his re-election at the 2025 annual meeting .
- Attendance: Board held five meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings and attended the 2024 annual meeting .
- Overboarding policy: Limits non-employee directors to four other public company boards; all directors are in compliance .
| Committee | Role | Notes |
|---|---|---|
| Executive Compensation | Member | All members independent |
| Audit | Expected Interim Chair post-2025 AM | All Audit members independent; financial experts noted among existing members |
| Nominating/Corporate Governance | Member through May 22, 2024 | All members independent |
| Board Chair | Independent Chair | Separate Chair/CEO roles |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| 2024 Cash Fees (Brennan) | $174,143 | |
| 2024 Stock Awards (Brennan) | $145,002 (annual RSUs) | |
| 2024 Total (Brennan) | $319,145 | |
| Cash Retainer (H1 2024 → from Q3 2024) | Annual retainer $70,000 → $75,000 | |
| Independent Chair Retainer (from Q3 2024) | $100,000 (replaced $50,000 Lead Independent Director retainer) | |
| Committee Member Retainers (from Q3 2024) | Audit $15,000; Comp $10,000; Governance $10,000; CSR&S $10,000 | |
| Committee Chair Retainers (from Q3 2024) | Audit $35,000; Comp $30,000; Governance $18,000; CSR&S $18,000 |
Performance Compensation
Directors receive time-based RSUs; there are no performance-based metrics for director compensation.
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 22, 2024 | Annual RSUs | 4,304 | $145,002 | Vest at 2025 Annual Meeting | All non-employee directors elected in 2024 received same award |
| Program Features | Director RSU program | — | — | Full vest on change in control, death, or disability | Annual grant value increased from $135,000 to $145,000 in 2024; deferral and dividend equivalents allowed |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Brennan; prior public boards: HemoSense (Chairman until 2007 sale) and CryoCor (until 2008 sale) .
- Compensation Committee interlocks: The proxy discloses no interlocks or insider participation by Compensation Committee members (including Brennan) requiring disclosure under SEC rules .
Expertise & Qualifications
- 30+ years in health sciences/medical technology ventures; executive and scientific roles at Syntex, UroSystems, Medtronic, DepoMed Systems, CardioGenesis .
- Advanced scientific credentials (PhD in Biology) and extensive leadership across operating, integration, and venture capital roles .
- Target-tenant industry knowledge (life science/healthcare), executive leadership, risk oversight, and investment experience are highlighted in KRC’s skills matrix and director profile .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (3/1/2025) | 36,599 shares | Less than 1% of outstanding shares |
| Unvested Director RSUs (12/31/2024) | 4,439 units | Includes dividend equivalents; scheduled to vest in connection with Annual Meeting |
| Options Outstanding | None | No director options outstanding as of 12/31/2024 |
| Ownership Guidelines | 5x annual retainer | All non-employee directors met or were within 5-year compliance window as of 12/31/2024 |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policies in place |
Governance Assessment
- Shareholder support and engagement: Brennan personally led nearly all investor meetings in the last cycle; management adjusted pay design based on feedback. Say-on-pay support improved materially from 51.3% For in 2024 (55.6M For / 52.8M Against) to 89.9% For in 2025 (94.9M For / 10.6M Against), a positive signal for governance responsiveness .
- Independence and oversight: Independent Board Chair structure, executive sessions, majority-independent board/committees, and robust stockholder rights (proxy access, majority voting, special meeting rights) support board effectiveness .
- Compensation governance: Independent consultant (Korn Ferry) confirmed independent; clawback policy; anti-hedging/pledging; ownership guidelines indicate alignment .
- Committee workload/concentration watch item: Brennan is Independent Chair, sits on the Compensation Committee, and is expected to serve as Interim Audit Committee Chair post-2025 annual meeting. While permissible and he is independent, simultaneous leadership roles warrant monitoring for workload and concentration of oversight .
- Attendance: All directors met attendance thresholds; 2024 board held five meetings; committee cadence: Audit (6), Exec Comp (5), Governance (5), CSR&S (2) .
- Related parties/interlocks: The Related Party Transactions Policy assigns review to the Governance Committee; the Compensation Committee reported no interlocks or insider participation issues in 2024 .
Overall: Brennan brings deep sector expertise aligned to KRC’s tenant base, a long tenure with leadership continuity, and active shareholder engagement. The significant rebound in say-on-pay support and presence of key governance policies are positives. Monitor the temporary concentration of audit leadership with the board chair role and continued responsiveness to investor input on pay and risk oversight .