Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
The following summarizes the relationship between our CEO’s, and our other Named Executive Officers’, total compensation paid and our financial performance for the years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “ PEO ”, and our Named Executive Officers other than our CEO are referred to as our “ ”): 2023 Pay-Versus-Performance Table
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Summary Compensation Table Total for PEO (2) |
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Compensation Actually Paid to PEO (3) |
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Average Summary Compensation Table Total for Non-PEO NEOs (2) |
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Average Compensation Actually Paid to Non-PEO NEOs (3) |
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Value of Initial Fixed $100
Investment Based On: |
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Adjusted FFO Per Share (6) |
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Total Shareholder Return (4) |
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Peer Group Total Shareholder Return (4) |
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(b) |
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(c) |
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(d) |
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(e) |
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(f) |
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(g) |
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(h) |
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(i) |
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| 2023 |
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$12,562,542 |
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$25,900,093 |
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$2,690,472 |
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$3,753,631 |
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$56.50 |
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$112.04 |
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$238,288,000 |
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$4.74 |
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| 2022 |
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$12,861,760 |
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($2,765,523 |
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$2,542,703 |
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$1,051,595 |
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$51.80 |
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$91.22 |
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$259,493,000 |
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$4.77 |
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| 2021 |
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$13,132,136 |
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$17,166,531 |
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$2,825,077 |
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$4,112,722 |
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$84.45 |
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$125.76 |
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$658,910,000 |
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$4.23 |
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| 2020 |
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$11,904,496 |
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($22,070,364 |
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$4,663,837 |
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$2,485,568 |
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$70.76 |
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$91.60 |
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$207,293,000 |
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$4.15 |
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| (1) |
John Kilroy was our CEO for each of the years included in the table above. For 2020, our Non-PEO NEOs were Justin Smart, Tyler Rose, Michelle Ngo, A. Robert Paratte, Heidi Roth, and Jeffrey Hawken. For 2021, our Non-PEO NEOs were Justin Smart, Tyler Rose, Michelle Ngo, and A. Robert Paratte. For 2022, our Non-PEO NEOs were Justin Smart, Tyler Rose, Eliott Trencher, Michelle Ngo, and A. Robert Paratte. For 2023, our Non-PEO NEOs were Justin Smart, Eliott Trencher, A. Robert Paratte, Heidi Roth, and Tyler Rose. |
| (2) |
See the Summary Compensation Table above for the total compensation for our CEO for each year covered in the table (or, for years prior to 2021, the Summary Compensation Table in our annual proxy statement for the applicable year). The average total compensation for the Non-PEO NEOs for 2023 was calculated from the Summary Compensation Table above. The average total compensation for the Non-PEO NEOs for each of 2022, 2021, and 2020 was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission in 2023, 2022, or 2021, respectively. |
| (3) |
For purposes of this table, the compensation actually paid (also referred to as “ Compensation Actually Paid ” or “ CAP ”) to each of our Named Executive Officers (including, for this purpose, each former named executive officer included in one of the Non-PEO NEO groups) means the executive officer’s total compensation as reflected in the Summary Compensation Table for the applicable year less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the executive officer for the applicable year, and adjusted for the following with respect to the RSUs granted to the executive officer: |
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Plus the year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year; |
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Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested at the end of the covered fiscal year; |
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Plus the vesting date value of awards which were granted and vested during the same covered fiscal year; |
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Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year; |
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Less, as to any awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year; |
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Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested awards (no dividends were paid on unvested awards and the crediting of dividend equivalents in accordance with the applicable award terms has been taken into account in determining the applicable fiscal year-end or vesting date value of the awards); and |
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Plus, as to an award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the RSUs held by the Named Executive Officers were materially modified during the fiscal years covered by the table). |
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In making each of these adjustments, the “value” of an award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then use to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table that appear in our annual proxy statement. | The table reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to CAP for Mr. Kilroy, our CEO during 2023.
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Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Chief Executive Officer |
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| Summary Compensation Table Total |
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| Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
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($7,051,689 |
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| Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
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$17,336,664 |
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| Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
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($735,694 |
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| Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$0 |
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| Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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$236,639 |
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| Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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$0 |
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| Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date |
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$3,551,631 |
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| Compensation Actually Paid |
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| The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for 2023 to the average of the Compensation Actually Paid for the Non-PEO NEOs for 2023.
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Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs |
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| Summary Compensation Table Total |
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| Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
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($1,335,696 |
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| Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
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$1,966,241 |
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| Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
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$134,634 |
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| Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$0 |
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| Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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($48,723 |
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| Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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$0 |
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| Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date |
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$346,703 |
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| Compensation Actually Paid |
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| (4) |
Total Shareholder Return represents the return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Peer Group Total Shareholder Return represents the return on a fixed investment of $100 in the FTSE NAREIT All Equity REIT Index for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last three years against our total shareholder return and the total shareholder return for the FTSE NAREIT All Equity REIT Index (each calculated as described above) over that period of time. |
| (5) |
This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP our Non-PEO NEOs for each of the last three years against our net income for each of those years. |
| (6) |
This column shows the Company’s Adjusted FFO Per Share for each fiscal year covered by the table. We consider Adjusted FFO Per Share to be a key metric in our executive compensation program, used in determining vesting of our NEOs’ performance-based RSUs. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last three years against our Adjusted FFO Per Share for each of those years. See Appendix A for a definition of Adjusted FFO Per Share. |
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| Company Selected Measure Name |
Adjusted FFO Per Share
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| Named Executive Officers, Footnote |
For 2020, our Non-PEO NEOs were Justin Smart, Tyler Rose, Michelle Ngo, A. Robert Paratte, Heidi Roth, and Jeffrey Hawken. For 2021, our Non-PEO NEOs were Justin Smart, Tyler Rose, Michelle Ngo, and A. Robert Paratte. For 2022, our Non-PEO NEOs were Justin Smart, Tyler Rose, Eliott Trencher, Michelle Ngo, and A. Robert Paratte. For 2023, our Non-PEO NEOs were Justin Smart, Eliott Trencher, A. Robert Paratte, Heidi Roth, and Tyler Rose.
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| Peer Group Issuers, Footnote |
| (4) |
Total Shareholder Return represents the return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Peer Group Total Shareholder Return represents the return on a fixed investment of $100 in the FTSE NAREIT All Equity REIT Index for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last three years against our total shareholder return and the total shareholder return for the FTSE NAREIT All Equity REIT Index (each calculated as described above) over that period of time. |
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| PEO Total Compensation Amount |
$ 12,562,542
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$ 12,861,760
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$ 13,132,136
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$ 11,904,496
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| PEO Actually Paid Compensation Amount |
$ 25,900,093
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2,765,523
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17,166,531
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22,070,364
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| Adjustment To PEO Compensation, Footnote |
The following table provides a reconciliation of the Summary Compensation Table Total to CAP for Mr. Kilroy, our CEO during 2023.
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Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Chief Executive Officer |
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| Summary Compensation Table Total |
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| Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
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($7,051,689 |
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| Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
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$17,336,664 |
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| Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
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($735,694 |
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| Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$0 |
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| Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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$236,639 |
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| Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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$0 |
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| Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date |
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$3,551,631 |
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| Compensation Actually Paid |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,690,472
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2,542,703
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2,825,077
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4,663,837
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,753,631
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1,051,595
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4,112,722
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2,485,568
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| Adjustment to Non-PEO NEO Compensation Footnote |
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for 2023 to the average of the Compensation Actually Paid for the Non-PEO NEOs for 2023.
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Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs |
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| Summary Compensation Table Total |
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| Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
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($1,335,696 |
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| Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
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$1,966,241 |
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| Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
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$134,634 |
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| Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$0 |
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| Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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($48,723 |
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| Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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$0 |
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| Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date |
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$346,703 |
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| Compensation Actually Paid |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our Named Executive Officers for 2023 with Company performance.
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Relative Total Shareholder Return (TSR Percentile Ranking) |
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Average Net Debt to EBITDA Ratio |
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| Total Shareholder Return Amount |
$ 56.5
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51.8
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84.45
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70.76
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| Peer Group Total Shareholder Return Amount |
112.04
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91.22
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125.76
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91.6
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| Net Income (Loss) |
$ 238,288,000
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$ 259,493,000
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$ 658,910,000
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$ 207,293,000
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| Company Selected Measure Amount |
4.74
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4.77
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4.23
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4.15
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| PEO Name |
John Kilroy
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted FFO Per Share
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
FFO Per Share
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Relative Total Shareholder Return (TSR Percentile Ranking)
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
Average Net Debt to EBITDA Ratio
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| Measure:: 5 |
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| Pay vs Performance Disclosure |
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| Name |
Same Store Cash NOI
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| Measure:: 6 |
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| Pay vs Performance Disclosure |
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| Name |
Occupancy
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| PEO | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 7,051,689
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| PEO | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
17,336,664
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| PEO | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
735,694
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| PEO | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
236,639
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| PEO | Fair Value as of Prior Fiscal YearEnd of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Increase based on Dividends or Other Earnings Paid during Applicable Fiscal Year prior to Vesting Date [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
3,551,631
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| Non-PEO NEO | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,335,696
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| Non-PEO NEO | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,966,241
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| Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
134,634
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| Non-PEO NEO | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
48,723
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| Non-PEO NEO | Fair Value as of Prior Fiscal YearEnd of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Increase based on Dividends or Other Earnings Paid during Applicable Fiscal Year prior to Vesting Date [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 346,703
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