Eliott Trencher
About Eliott Trencher
Eliott Trencher is Executive Vice President and Chief Investment Officer at Kilroy Realty Corporation (KRC), age 42, officer since 2017, and previously served as Chief Financial Officer from February 2023 to August 2024; he holds a BA in Economics from New York University . Company performance metrics tied to his incentive framework include 2024 FFO (As Adjusted) per share of $4.59 (triggering maximum banked shares), Net Debt/EBITDA of 6.4x, liquidity of ~$1.3B, and signed leasing volume of ~1.78M SF; relative TSR is a modifier in KRC’s long‑term incentives and measured at the 60th percentile for the 2022 cycle . His compensation emphasizes pay-for-performance via annual cash incentives and performance-based RSUs linked to FFO per share (2024), relative TSR (2024–2026), and average Net Debt/EBITDA (2024–2026) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KRC | EVP, Chief Investment Officer; formerly CFO; SVP Corporate Strategy | CIO since Dec 2020; CFO Feb 2023–Aug 2024; joined 2017 | Leads acquisitions, dispositions, JVs, new markets; drove capital allocation and balance sheet priorities |
| Cohen & Steers (NYSE: CNS) | Vice President, Associate Portfolio Manager | 2008–2017 | Integral member investing multi‑billion‑dollar REIT portfolio; sector specialization in office, life science, healthcare, industrial REITs |
| Goldman Sachs (NYSE: GS) | Analyst, Corporate Real Estate Group | 2005–2008 | Analytical support on corporate real estate; foundational real estate finance experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 450,000 | 500,000 | 550,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 763,634 | 1,205,155 | 1,331,250 |
| Non‑Equity Incentive Plan Compensation ($) | 625,000 | 625,000 | 697,125 |
| All Other Compensation ($) | 77,105 | 81,519 | 87,184 |
| Total ($) | 1,915,739 | 2,411,674 | 2,665,559 |
All Other Compensation (2024 detail):
| Category | Amount ($) |
|---|---|
| Employee Healthcare Premiums | 6,115 |
| Company Contributions to Deferred Compensation Plan | 55,000 |
| Company Contributions to 401(k) Plan | 11,500 |
| Travel and Automobile – Related Expenses | 14,569 |
| Total Benefits | 87,184 |
Performance Compensation
Short‑Term Incentive (STI) — 2024 framework and results:
| Category | Metric | Weight | Threshold | Target | Maximum | Actual 2024 Performance | Payout determination |
|---|---|---|---|---|---|---|---|
| Financial & Operational | FFO Per Share | 35% | $4.10 | $4.175 | $4.25 | $4.59 (Maximum) | Max (150%) for metric |
| Financial & Operational | Leasing SF – Operating Portfolio | 17.5% | 750K | 850K | 1,100K | 1,417K (Maximum) | Max (150%) for metric |
| Financial & Operational | Leasing SF – Development Portfolio | 7.5% | 50K | 100K | 200K | 0 (Below threshold) | 0% for metric |
| Balance Sheet Mgmt | Net Debt/EBITDA | 10% | 6.9x | 6.7x | 6.5x | 6.4x (Maximum) | Max (150%) for metric |
| Corporate Responsibility | ESG/CSR | 10% | Defined initiatives | Defined initiatives | Defined initiatives | Assessed at target | Target (100%) category |
| Individual Performance | Assessment | 20% | Committee assessed | Committee assessed | Committee assessed | 115% for Trencher | 115% (individual) |
STI outcome (individual): 2024 actual STI paid $697,125, equal to 126.8% of target ($550,000 target) .
Long‑Term Incentives (LTI) — 2024 grants and vesting mechanics:
| Component | Grant Date | Units/Value | Vesting | Performance Metrics | 2024 Result |
|---|---|---|---|---|---|
| Time‑based RSUs | 2/1/2024 | 9,375 units; $330,000 fair value | 1/3 each on Jan 5, 2025/2026/2027 (for 2024 RSUs) | N/A | N/A |
| Performance‑based RSUs (target) | 2/1/2024 | 28,125 units; $1,001,250 fair value | Cliff after 3‑year performance period (determination in Q1 2027) | FFO (Adj) 2024 gates; TSR Percentile (50% weight); Avg Net Debt/EBITDA (50% weight) | FFO (Adj) $4.59 → Banked Shares at 150% of target |
Performance‑based RSU modifiers:
- TSR Percentile Ranking (2024–2026): 50% weight; modifier 50%–150% for NEOs .
- Average Net Debt/EBITDA (2024–2026): 50% weight; modifier 50%–150% for NEOs .
Historical LTI determination for 2022 awards (finalized Feb 2025):
- 183.8% of target vested, driven by 150% banked shares (2022 FFO Adj), TSR at 60th percentile (95% on 50% of banked shares), and Avg Net Debt/EBITDA 5.56x (150% on 50% of banked shares) .
Stock awards vested (realized) in 2024:
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 6,924 |
| Value realized on vesting ($) | 278,887 |
Equity Ownership & Alignment
Beneficial ownership (as of March 1, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Eliott Trencher | 28,227 | <1% (asterisked in proxy) |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Unvested Time‑Based RSUs (#) | Market Value ($) | Unearned Performance RSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 1/28/2022 | 2,317 | 93,724 (at $40.45) | 10,420 | 421,473 (at $40.45) |
| 2/6/2023 | 5,639 | 228,088 (at $40.45) | 38,056 | 1,539,355 (at $40.45) |
| 2/1/2024 | 9,826 | 397,463 (at $40.45) | 44,217 | 1,788,583 (at $40.45) |
Ownership guidelines and compliance:
- Required ownership: 300% of base salary (CEO 600%); all NEOs met as of Dec 31, 2024 except a new hire .
- Eliott Trencher: guideline met; 300% requirement satisfied .
- Stock holding requirement: if below guideline, must hold at least 50% of net shares acquired upon vesting/exercise until compliant .
Policies:
- Anti‑hedging: prohibits derivatives, short‑selling, puts/calls, “stop loss,” and similar transactions in Company securities for covered persons .
- Anti‑pledging: prohibits pledging/margining Company securities by NEOs/Section 16 officers; limited exceptions capped at ≤10% of beneficial ownership and not needed for guideline compliance; no other exceptions granted .
- Clawback: compliant with SEC/NYSE; recovers incentive compensation linked to financial metrics for the 3 years prior to a required restatement .
Deferred compensation (as of Dec 31, 2024):
| Metric | Amount ($) |
|---|---|
| Registrant Contributions in Last FY | 55,000 |
| Aggregate Earnings in Last FY | 44,352 |
| Aggregate Balance at Last FYE | 410,928 |
Employment Terms
Key employment agreement economics:
- Agreement dated March 3, 2023; term through March 1, 2026 with automatic annual renewals; amended July 30, 2024 to reflect CFO title reassignment while continuing as EVP & CIO; base salary increased to $550,000 in 2024; target STI not less than 100% of base salary; eligible for annual stock incentive awards .
- Severance (without cause or for good reason): 1× base salary + 1× target annual bonus; full vesting of time‑based equity awards; performance awards vest based on award terms with objectives deemed met at greater of target or actual performance through termination and reasonably anticipated performance; COBRA premiums for 18 months; release required; pro‑rated bonus upon death/disability .
- No single‑trigger CIC acceleration; no excise tax gross‑ups (company policy) .
Estimated severance/change‑in‑control values (assuming Dec 31, 2024; stock price $40.50):
| Potential Payment/Benefit | Termination w/o Cause or Good Reason + CIC ($) | Termination w/o Cause or Good Reason (No CIC) ($) | Death ($) | Disability ($) |
|---|---|---|---|---|
| Cash Severance | 1,100,000 | 1,100,000 | — | — |
| Medical Benefits | 93,850 | 93,850 | — | — |
| Accelerated Vesting | 5,115,546 | 2,762,293 | 2,762,293 | 2,762,293 |
| Total | 6,309,396 | 3,956,143 | 2,762,293 | 2,762,293 |
Investment Implications
- Compensation alignment: High at‑risk pay via STI and performance‑based RSUs tied to FFO (As Adjusted), relative TSR, and leverage; 2024 FFO performance banked 150% of target shares, indicating strong operational delivery against plan . Ownership guideline compliance (300% of salary) and stock holding rules further align incentives with shareholders .
- Vesting cadence and potential selling pressure: Time‑based 2024 RSUs vest one‑third annually on Jan 5, 2025/2026/2027, creating predictable share deliveries; 2023/2022 time‑based tranches and 2022 PBRSU final determination (183.8% vested in Feb 2025) add to supply; deferral elections can mitigate near‑term sales . 2024 vestings totaled 6,924 shares ($278,887), evidencing ongoing equity conversion but not necessarily sales .
- Retention/transition risk: Employment term through March 1, 2026 with auto‑renewals; severance at 1× salary + 1× target bonus and equity vesting protections reduce voluntary departure risk; no single‑trigger CIC reduces windfall risk while balancing retention in change scenarios .
- Balance sheet and TSR discipline: LTI includes 50% TSR percentile and 50% Avg Net Debt/EBITDA modifiers over 2024–2026, limiting leverage-driven growth strategies and tying realized value to relative performance; 2022 cycle TSR at 60th percentile supported higher vesting, signaling competitive positioning amid office REIT peers .
- Governance risk controls: Anti‑hedging/anti‑pledging policies with narrow exceptions, clawback policy, no excise tax gross‑ups, and strong ownership guidelines reduce misalignment and governance red flags; no disclosure of pledged shares for Trencher .
Overall: High equity‑linked incentives and ownership compliance support alignment; scheduled vesting dates may create periodic supply, but deferral mechanisms and holding requirements temper selling pressure. Severance terms and multi‑year LTI performance hurdles suggest low retention risk and continued focus on TSR and leverage discipline .