Louisa Ritter
About Louisa G. Ritter
Independent director of Kilroy Realty Corporation (KRC) since 2020; age 61. She serves on the Audit Committee (designated Financial Expert), the Executive Compensation Committee, and the Nominating/Corporate Governance Committee. Ritter is President of Pisces, Inc., a San Francisco-based asset management firm (since 2016), and previously held senior banking and operating roles at Goldman Sachs and Montgomery Securities/Banc of America Securities. She holds a BA from Yale and an MBA from Stanford GSB.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pisces, Inc. | President | 2016–present | Asset management leadership |
| Goldman Sachs | Managing Director, Executive Office; President, Goldman Sachs Gives; COO, West Region Investment Banking; Chief of Staff, Global TMT IB | 2001–2015 | Financial/operational leadership in investment banking and philanthropy |
| Montgomery Securities → Banc of America Securities | Co-COO, Global Corporate & Investment Banking; other roles | 1990–2000 | Senior operating roles across IB platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Center for Reproductive Rights | Treasurer; Chair, Finance & Audit; Member, Executive & Diversity Committees | Not disclosed | Financial oversight in non-profit governance |
| Hamlin School; Marin Academy | Board member | Not disclosed | Education-focused non-profit governance |
| Stanford GSB Management Board | Member | Not disclosed | Advisory to academic institution |
| Global CO2 Initiative | Board member | Not disclosed | Climate/sustainability governance |
Board Governance
- Independence: The Board determined Ritter is independent under NYSE rules; all Audit, Compensation, and Governance committees are composed solely of independent directors.
- Committee assignments: Audit (Financial Expert), Executive Compensation, and Nominating/Corporate Governance. Audit met 6x in 2024; Compensation 5x; Governance 5x; Board met 5x.
- Attendance: All directors attended at least 75% of Board and committee meetings during their service period in 2024; all current directors attended the 2024 annual meeting.
- Board leadership/structure: Independent Chair (Dr. Brennan); regular executive sessions of independent directors; robust overboarding limits (≤4 other public boards for independent directors; CEO limited to 1).
- Key governance policies: Majority voting in uncontested elections; annual director elections; proxy access; anti-hedging and anti-pledging; clawback policy.
Fixed Compensation (Non‑Employee Director)
| Component | Amount / Terms |
|---|---|
| 2024 Fees Earned (Cash) – Ritter | $108,250 |
| Annual Retainer (non‑employee) | $70,000 (H1 2024); increased to $75,000 beginning Q3 2024 |
| Committee Member Retainers | Audit $15,000; Compensation $10,000; Governance $10,000 (raised from $8,000 beginning Q3 2024) |
| Committee Chair Premiums (for reference; Ritter is not a chair) | Audit Chair $35,000; Compensation Chair $30,000; Governance Chair $18,000 (effective Q3 2024) |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units / Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (2024) | 5/22/2024 | 4,304 RSUs; $145,002 grant date fair value | Vests at 2025 Annual Meeting (full) | Includes dividend equivalents; time‑based only (no performance condition) |
| Unvested RSUs outstanding (12/31/2024) | N/A | 4,439 RSUs (including dividend equivalents) | Annual grant vests at 2025 Annual Meeting; any initial grant vesting per award terms | Aggregate outstanding as of year‑end |
| 2024 Total Stock Awards (Director Comp Table) | 2024 | $145,002 | As above | Proxy accounting fair value |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ritter beyond KRC.
- Compensation Committee interlocks: None—no member of the Compensation Committee (including Ritter) served as an officer of KRC or had relationships requiring disclosure; no KRC executive served on another entity’s compensation committee with reciprocal service.
Expertise & Qualifications
- Financial and investment expertise from senior roles at Goldman Sachs and as President of an asset manager; designated Audit Committee Financial Expert by the Board.
- Capital markets, finance/accounting literacy, and risk oversight skills align with KRC’s core risk areas and REIT reporting.
- Education: BA, Yale; MBA, Stanford GSB.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 15,937 shares (includes 2,614 shares held directly and 13,323 RSUs vested or vesting within 60 days of 3/1/2025); <1% of outstanding shares |
| Unvested RSUs (not vesting within 60 days) | 4,504 RSUs (excluded from beneficial count for 60‑day test) |
| Director stock ownership guideline | ≥5x annual cash retainer; as of 12/31/2024, all non‑employee directors met the requirement or were within the initial five‑year compliance period |
| Hedging/pledging | Company prohibits hedging; prohibits pledging with narrowly limited exceptions; Board may grant exceptions, none noted beyond policy disclosure |
| Insider trading policy | Applies to directors; filed as Exhibit 19.1 to 2024 Form 10‑K (policy referenced in proxy) |
Governance Assessment
- Strengths for investor confidence: Independent director with deep finance and capital markets background; Audit Committee Financial Expert designation; service on three key committees enhances board oversight. KRC maintains majority‑independent board, independent chair, strong shareholder rights (majority voting, proxy access), and robust risk/compensation policies (clawback, anti‑hedging/pledging).
- Engagement/comp oversight context: The Board (led by the Chair) conducted extensive shareholder engagement after the 2024 Say‑on‑Pay vote, reducing CEO severance vs. prior regime and refining incentive metrics; Compensation Committee uses an independent consultant (Korn Ferry) with no conflicts identified.
- Conflicts/related parties: The Related Party Transactions section discloses items involving other insiders (e.g., former CEO and an executive’s family member), but no Ritter‑related transactions are described—reducing conflict risk.
- Attendance/commitment: All directors met minimum attendance thresholds; board and committees met regularly in 2024, supporting effective oversight cadence.
Reference: Committee Matrix (Ritter)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Financial Expert | 6 meetings |
| Executive Compensation | Member | 5 meetings |
| Nominating/Corporate Governance | Member | 5 meetings |
Director Compensation Summary (2024 – Ritter)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,250 |
| Stock Awards (RSUs) | $145,002 |
| Total | $253,252 |
Notes
- Board meetings held in 2024: 5; all directors ≥75% attendance; all current directors attended the 2024 annual meeting.
- Independent Chair: Edward F. Brennan, PhD; separate from CEO.
- Director fee schedule increased effective Q3 2024; annual equity award for directors increased to $145,000 in 2024.