Gary Stevenson
About Gary R. Stevenson
Gary R. Stevenson, age 68, has served as an independent director of Kilroy Realty (KRC) since 2014 and is the current Chair of the Executive Compensation Committee and a member of the Nominating/Corporate Governance Committee . The Board has affirmatively determined he is independent under NYSE standards; KRC’s independent directors meet regularly in executive session led by the Independent Board Chair . Stevenson’s background spans senior operating roles across major sports media properties, including Deputy Commissioner of Major League Soccer and President & Managing Director of MLS Business Ventures (since 2013), with earlier leadership roles at Pac-12 Enterprises, Wasserman Media Group, OnSport Strategies (founder/CEO), NBA Properties, the Golf Channel, and the PGA Tour; he holds a BA from Duke University and an MBA from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGA Tour, Inc. | EVP, Business Affairs | 1987–1994 | Senior business leadership in major sports property |
| The Golf Channel | COO & EVP | 1994–1995 | Early-stage sports media operating leadership |
| NBA Properties (NBA) | President, Marketing & Media | 1995–1997 | Led media/marketing at national sports league |
| OnSport Strategies | Chairman & CEO; Founder | 1997–2007 | Founded and built sports/entertainment consultancy (sold to Wasserman in 2007) |
| Wasserman Media Group | Principal | 2007–2010 | Integration of OnSport and client strategy post-acquisition |
| Pac-12 Enterprises | President | 2011–2013 | Managed Pac-12 Networks and Properties |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Major League Soccer (MLS) | Deputy Commissioner; President & MD, MLS Business Ventures | 2013–present | Commercial/media leadership for MLS |
No other current public company directorships are listed in Stevenson’s KRC biography in the proxy disclosure .
Board Governance
- Independence status: Independent under NYSE standards; KRC maintains a majority independent board and holds regular executive sessions of independent directors chaired by the Independent Board Chair .
- Attendance and engagement: The Board held five meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service; all current directors attended the 2024 annual meeting .
- Committee leadership: Stevenson serves as Chair of the Executive Compensation Committee (5 meetings in 2024) and member of the Nominating/Corporate Governance Committee (5 meetings in 2024) .
- Compensation Committee governance: All members independent; committee oversees CEO/NEO pay, stock ownership guidelines, clawback policy, succession planning, and engages independent advisors .
- Consultant independence: The Compensation Committee retained Korn Ferry in 2024 and concluded no conflicts; Korn Ferry is independent .
- Overboarding: KRC limits non-employee directors to no more than four other public boards; the Governance Committee reports all directors are in compliance .
| Committee | Role (Stevenson) | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Executive Compensation | Chair | 5 | CEO/NEO pay, stock ownership guidelines, clawback, succession planning; consultant oversight |
| Nominating/Corporate Governance | Member | 5 | Board composition, evaluations, related-party transaction oversight, ownership guideline administration |
Fixed Compensation
- Structure: Non-employee directors receive cash retainers plus annual equity awards; changes to cash retainers became effective beginning Q3 2024 .
- Stevenson’s 2024 director compensation totaled $264,299, comprised of $119,297 cash fees and $145,002 in stock awards; no options or other compensation .
| Component | H1 2024 Program | Effective Q3 2024 Program | Notes |
|---|---|---|---|
| Annual Board Retainer | $70,000 | $75,000 | Cash retainer; paid quarterly |
| Exec Compensation Committee – Member | $10,000 | $10,000 | Additional to Board retainer |
| Exec Compensation Committee – Chair | $20,000 | $30,000 | Stevenson served as Chair |
| Nominating/Corporate Governance – Member | $8,000 | $10,000 | Stevenson served as Member |
| 2024 Non-Employee Director Compensation (KRC) | Fees Earned (Cash) | Stock Awards (Grant Date Fair Value) | Options | Total |
|---|---|---|---|---|
| Gary R. Stevenson | $119,297 | $145,002 | — | $264,299 |
Performance Compensation
Non-employee directors receive time-based RSUs; there are no disclosed performance-based conditions or options for directors in 2024 .
| Award Type | Grant Date | Shares Granted | Accounting Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Directors) | May 22, 2024 | 4,304 | $145,002 | Vests at the 2025 Annual Meeting |
| Performance Metrics Applicable to Director Compensation | Applies? | Details |
|---|---|---|
| Performance-based metrics (e.g., TSR, EBITDA) | No | Director compensation consists of cash retainers and time-vested RSUs; no director options outstanding |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards (current) | Not listed in Stevenson’s KRC proxy biography |
| Compensation Committee interlocks | None – no member served as an executive of KRC; no relationships requiring related-party disclosure; no reciprocal committee service by KRC executive officers in 2024 |
| Consultant conflicts | Compensation Committee assessed Korn Ferry independence; no conflict of interest |
| Overboarding compliance | All directors in compliance with limits; Governance Committee may grant waivers |
Expertise & Qualifications
- Extensive operating and commercial leadership in major sports leagues and media: MLS (Deputy Commissioner; President & MD), Pac-12 Enterprises, NBA Properties, Golf Channel, PGA Tour .
- Entrepreneurial success as founder/CEO of OnSport Strategies; integration leadership at Wasserman .
- Education: BA (Duke University); MBA (George Washington University) .
- Board skills emphasized by KRC: business and operational experience, diverse relationships and perspectives valued by the Board .
Equity Ownership
| Holder | Beneficially Owned Common Shares | % Outstanding | Unvested RSUs (12/31/2024) | Options Outstanding |
|---|---|---|---|---|
| Gary R. Stevenson | 26,619 | <1% | 4,439 | 0 |
As of March 1, 2025; beneficial ownership table compiled from director and officer reports and company records. No director options outstanding as of year-end 2024 .
Governance Assessment
- Strengths: Independent director with significant committee leadership as Compensation Chair; committee oversees key governance levers (stock ownership guidelines, clawback, succession) and retains independent advisors with no conflicts . Board determined independence; compliance with overboarding limits; all directors (including Stevenson) met attendance thresholds in 2024 .
- Alignment: Standard KRC mix of cash retainers and annual RSU grant; meaningful equity exposure via RSUs and beneficial ownership; no director options outstanding .
- Conflicts/interlocks: Compensation Committee interlocks not present; no related-party relationships requiring disclosure for committee members .
- RED FLAGS: None identified in KRC’s 2025 proxy regarding attendance, related-party transactions, option repricing, or consultant conflicts for Stevenson .