Heidi Roth
Executive Vice President, Chief Administrative Officer and Assistant Secretary at KILROY REALTY
Executive
About Heidi Roth
Heidi Roth (age 53) is Executive Vice President, Chief Administrative Officer and Assistant Secretary at Kilroy Realty Corporation (KRC). She has been with KRC since 1997, previously serving as EVP & Chief Accounting Officer, Senior Vice President & Controller (appointed in 2005), and Vice President, Internal Reporting and Strategic Planning; she began her career as a Certified Public Accountant at Ernst & Young LLP in Los Angeles and holds a B.S. in Accounting from the University of Southern California . Company performance context for 2024 included 1.78M square feet of leases signed (highest annual leasing volume since 2019) and ~$1.3B of year‑end liquidity, with average GAAP rent change of +8.2% on executed leases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kilroy Realty Corporation | EVP, Chief Administrative Officer; Assistant Secretary | 2019–present | Executive leadership across administration; governance responsibilities as Assistant Secretary |
| Kilroy Realty Corporation | EVP & Chief Accounting Officer | — (prior to 2019) | Led accounting, reporting, controls and financial operations |
| Kilroy Realty Corporation | Senior Vice President & Controller | Appointed 2005 | Oversaw corporate controllership and reporting |
| Kilroy Realty Corporation | VP, Internal Reporting & Strategic Planning | — | Internal reporting and strategic planning leadership |
| Ernst & Young LLP (Los Angeles) | Certified Public Accountant | — (prior to 1997) | Public accounting foundation; AICPA member |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crystal Stairs, Inc. | Chair of Board; Audit Committee Chair | — | Governance and financial oversight at nonprofit child development organization |
| Nareit Best Financial Practices Council | Emeritus member | — | Industry best‑practice engagement in REIT financial management |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 525,000 | ≥100% (per employment agreement) | 665,438 | 117,971 | 2,316,965 |
| 2023 | 525,000 | ≥100% (per employment agreement) | 656,250 | 113,861 | 2,299,420 |
Notes:
- The Compensation Committee determined 2024 short‑term incentive payouts for NEOs ranged ~123.8%–126.8% of target; Ms. Roth’s non‑equity incentive was $665,438 within this range .
Performance Compensation
Annual Short‑Term Incentive (STI) Framework
- 2024 STI payouts were based on a rigorous performance measurement framework against pre‑established financial, operational and ESG goals; NEO payouts ranged ~123.8%–126.8% of target .
- Ms. Roth’s 2024 STI paid: $665,438 .
Long‑Term Incentive (LTI) Design (RSUs/PSUs)
| Component | Weighting | Performance Measure | Gate/Target | Vesting |
|---|---|---|---|---|
| Performance‑based RSUs | 75% of annual equity awards | 50% relative TSR vs office‑focused REITs over 3 years; 50% average Net Debt/EBITDA over 3 years | Vests only if 2024 FFO per share threshold is achieved (gate); performance above threshold increases vesting | Over 3 years |
| Time‑based RSUs | 25% of annual equity awards | Time service | N/A | Over 3 years |
Heidi Roth — Outstanding Unvested Equity (as of 12/31/2024)
| Grant Date | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 1/28/2022 | Performance (Equity Incentive) | 20,839 | 842,947 |
| 1/28/2022 | Time‑based RSU | 1,544 | 62,451 |
| 2/6/2023 | Performance (Equity Incentive) | 31,713 | 1,282,807 |
| 2/6/2023 | Time‑based RSU | 4,699 | 190,066 |
| 2/1/2024 | Performance (Equity Incentive) | 33,498 | 1,354,999 |
| 2/1/2024 | Time‑based RSU | 7,445 | 301,139 |
Stock vested in 2024:
- 25,322 RSUs vested (including dividend‑equivalent RSUs subject to vesting); value realized $914,499; an additional 5,436 dividend‑equivalent RSUs were issued fully‑vested with value $194,855; 1,916 RSUs were deferred under the deferred compensation program .
Options:
- No NEO held any stock options as of 12/31/2024; none exercised in 2024 .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Heidi Roth | 56,916 | <1% |
Ownership guidelines and compliance:
- Executive stock ownership guideline: 300% of base salary for NEOs; Ms. Roth met the guideline as of 12/31/2024 .
- Stock holding requirement: if below guideline, must hold at least 50% of net shares acquired via equity awards; applies company‑wide .
Policies:
- Anti‑hedging: directors, officers and covered employees prohibited from short sales, puts/calls, derivatives, or other speculative/hedging transactions in Company securities .
- Anti‑pledging: NEOs/Section 16 officers prohibited from pledging or margining Company securities, with limited exceptions (not needed for guideline compliance, ≤10% of beneficial ownership, not used in hedging); Board may grant exceptions, but none have been made historically ; policy reaffirmed in 2024 10‑K .
Deferred compensation:
| Name | Registrant Contributions in 2024 ($) | Aggregate Balance at 12/31/2024 ($) |
|---|---|---|
| Heidi Roth | 121,550 (includes vested deferred RSUs and cash obligations) | 3,105,512 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated January 28, 2016; auto‑renewal extends term annually to March 1, 2026 unless either party gives notice; subject to earlier termination per agreement . |
| Base/Targets | Initial base salary $350,000; Compensation Committee may increase (not decrease); Target STI ≥100% of base; annual equity award target grant date value ≥100% of base . |
| Severance (No COC) | Cash severance equal to 1.5× base salary plus 1.5× average of two highest annual cash incentive awards over prior three years; COBRA premiums for 18 months; full vesting of time‑based awards; performance awards vest per plans with objectives deemed at greater of target or actual/pro‑rated; requires general release . |
| Severance (COC + Qualifying Termination) | Total estimated value $6,544,056 (as of 12/31/2024), including cash severance $1,778,766, medical $93,850, and accelerated vesting $4,671,440 . |
| Severance (No COC) | Total estimated value $4,761,251 (as of 12/31/2024): cash $1,778,766; medical $93,850; accelerated vesting $2,888,635 . |
| Death | Total estimated value $4,135,936: severance uses 1.0× multiplier; medical for one year; accelerated vesting applies . |
| Disability | Total estimated value $4,728,858: medical for one year; accelerated vesting applies . |
| Triggers | No “single‑trigger” change‑in‑control provisions; acceleration/severance require termination in connection with COC (double trigger) . |
| Clawback | Discretionary clawback allows reimbursement/cancellation of incentive comp for misconduct causing a material accounting restatement; can recover full annual bonus and gains plus interest; additional forfeitures for violation of non‑compete/non‑solicit/non‑disclosure covenants . |
| Tax Gross‑ups | No excise tax gross‑ups in employment agreement . |
Performance & Company Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,086,018,000 | 1,117,737,000* | 1,118,115,000 |
| EBITDA ($) | 640,753,000* | 646,771,000* | 653,036,000* |
Values retrieved from S&P Global.*
Operational highlights (2024):
- Leasing volume: ~1,778,000 square feet; highest since 2019; average GAAP rent change +8.2%; stabilized office portfolio 84.9% leased and 82.8% occupied at year‑end .
- Liquidity: ~$1.3B comprising ~$0.2B cash and ~$1.1B undrawn revolver; capital allocation included $35M acquisition adjacent to One Paseo and $400M senior notes offering .
Investment Implications
- Alignment: Heavy emphasis on performance‑based equity (three‑quarters of annual LTI), with three‑year relative TSR and leverage discipline via average Net Debt/EBITDA, gated by FFO per share; this ties a significant portion of pay to shareholder returns and balance sheet health . Three‑year vesting across all RSUs promotes retention .
- Cash/Equity Mix Stability: Ms. Roth’s total compensation was broadly stable YoY (2024: $2.317M vs 2023: $2.299M), with consistent base salary and modest uptick in stock awards and STI, indicating steady at‑risk pay without outsized guaranteed cash .
- Severance Economics: Double‑trigger severance with 1.5× salary+bonus multiple and accelerated vesting (~$4.76M no‑COC; ~$6.54M with COC) suggests moderate retention incentive and potential change‑in‑control cost; absence of single‑trigger and excise tax gross‑ups is shareholder‑friendly .
- Ownership & Trading Risk: Ms. Roth beneficially owns 56,916 shares (<1%); she satisfies stock ownership guidelines (≥300% of salary). Company anti‑hedging and anti‑pledging policies reduce misalignment/credit risk from hedging or collateralized positions .
- Liquidity/Deferred Comp: A $3.11M deferred compensation balance with annual registrant contributions ($121,550) reflects deferral elections that can smooth selling pressure; 2024 vested RSUs were partly deferred (1,916 units), further limiting immediate supply .