are-20250402


2025 Proxy Statement	i

April 2, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Alexandria Real Estate Equities, Inc., a

Maryland corporation (the “Company,” ”Alexandria,” “our,” “we,” and “us”), to be held on Tuesday, May 13, 2025, at 11:00 a.m.

Pacific Time, at 26 North Euclid Avenue, Pasadena, CA 91101 (the “2025 Annual Meeting”).

At the 2025 Annual Meeting, you will be asked to consider and vote upon: the election of eight directors; the

amendment and restatement of the Company’s Amended and Restated 1997 Stock Award and Incentive Plan (as proposed to

be amended and restated, the “Amended 1997 Incentive Plan”); a resolution to approve, on a non-binding, advisory basis, the

compensation of the Company’s named executive officers; the ratification of the appointment by the Audit Committee of the

Board of Directors of the Company (the “Board”) of Ernst & Young LLP as our independent registered public accountants for

the fiscal year ending December 31, 2025; and a stockholder proposal, if properly presented at the 2025 Annual Meeting, titled

“Simple Majority Vote.” The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy

Statement”) describe these matters. We urge you to read this information carefully.

The Board unanimously believes that the election of its nominees as directors; approval of the Amended 1997

Incentive Plan; approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers;

and ratification of the appointment of our independent registered public accountants are in the best interests of the Company

and accordingly recommends a vote FOR the election of all the nominees as directors; FOR the approval of the Amended

1997 Incentive Plan; FOR the approval, on a non-binding, advisory basis, of the compensation of the Company’s named

executive officers; and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public

accountants. The Board unanimously recommends a vote AGAINST the stockholder proposal titled “Simple Majority Vote.”

In addition to the business to be transacted at the meeting, management will report on the progress of our business

and respond to comments and questions of general interest to stockholders. You will find a summary of some of the key

performance indicators and more detailed information in the Proxy Statement.

We sincerely hope that you will be able to attend and participate in the meeting. Whether or not you plan to attend the

meeting, it is important that your shares be represented and voted. You may authorize a proxy to vote your shares by

completing the accompanying proxy card or voting instruction form or by giving your proxy authorization via telephone or the

Internet in accordance with the instructions on the accompanying proxy card or voting instruction form that you should receive

from the bank, broker or other nominee that is the record holder for your shares.

BY COMPLETING AND RETURNING THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM

OR BY AUTHORIZING A PROXY VIA TELEPHONE OR THE INTERNET, YOU AUTHORIZE THE PROXY HOLDERS TO

REPRESENT YOU AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS AND VOTE YOUR SHARES ACCORDING TO

YOUR INSTRUCTIONS. SUBMITTING YOUR PROXY NOW WILL NOT PREVENT YOU FROM VOTING IN PERSON AT

THE 2025 ANNUAL MEETING BUT WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND.

Sincerely,

Joel S. Marcus

Executive Chairman and Founder


2025 Proxy Statement	viii

As of December 31, 2024.

(1) Represents net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2024 annualized). Refer to the “Definitions and Reconciliations” section of this Proxy

Statement for additional information.

(2) Debt rate and term are based on weighted averages.

(3) Sources: J.P. Morgan, “REIT Detailed Debt Maturities as of September 30, 2024” or company filings as of September 30 2024. ARE’s data are as of December 31, 2024.

(4) Represents projected capital contributions from existing consolidated real estate joint venture partners to fund their share of construction from 1Q25 through 2028.

As of December 31, 2024.

(1) Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(2) Quarter annualized. Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(3) Represents the average percentage fixed-rate debt as of each December 31 from 2020 through 2024.

(4) A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. Top 10% ranking represents credit rating

levels from S&P Global Ratings and Moody’s Ratings for publicly traded U.S. REITs as reported by Bloomberg Professional Services and Nareit.


2025 Proxy Statement	xi

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF

ALEXANDRIA REAL ESTATE EQUITIES, INC.


Date and Time:	Tuesday, May 13, 2025, at 11:00 a.m. Pacific Time

Place:	26 North Euclid Avenue, Pasadena, CA 91101

Items of Business:	1.To consider and vote upon the election of eight directors to serve until the next annual meeting of stockholders of Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company”), and until their successors are duly elected and qualify.

	2.To consider and vote upon the amendment and restatement of the Company’s Amended and Restated 1997 Stock Award and Incentive Plan.

	3.To consider and vote upon, on a non-binding, advisory basis, a resolution to approve the compensation of the Company’s named executive officers, as described in the Proxy Statement for the 2025 Annual Meeting of Stockholders of the Company (the “2025 Annual Meeting”).

	4.To consider and vote upon the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025.

	5.To consider and vote upon a stockholder proposal, if properly presented at the 2025 Annual Meeting, titled “Simple Majority Vote.”

	6.To transact such other business as may properly come before the 2025 Annual Meeting or any postponement or adjournment thereof.

Record Date:	The Board of Directors of the Company has set the close of business on March 31, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the 2025 Annual Meeting or any postponement or adjournment thereof.


	By Order of the Board

	Jackie B. Clem General Counsel and Secretary

Pasadena, California

April 2, 2025


2025 Proxy Statement	xii

TABLE OF CONTENTS


GENERAL INFORMATION	1
PROXY STATEMENT SUMMARY	3
2025 Annual Meeting of Stockholders ......................................................................................................................................................	3
Proposals and Board Recommendations ................................................................................................................................................	3
How to Cast Your Vote ................................................................................................................................................................................	3
Business Overview ......................................................................................................................................................................................	4
Overview of Our Corporate Responsibility Initiatives .............................................................................................................................	7
Corporate Governance Highlights .............................................................................................................................................................	11
Board Nominees ..........................................................................................................................................................................................	12
Say-on-Pay Advisory Vote ..........................................................................................................................................................................	13
Executive Compensation Program Highlights .........................................................................................................................................	13
CORPORATE GOVERNANCE MATTERS	14
Corporate Governance ................................................................................................................................................................................	14
Policies and Procedures With Respect to Related-Person Transactions ...........................................................................................	15
Certain Relationships and Related Transactions ....................................................................................................................................	15
Stockholder Outreach and Engagement ..................................................................................................................................................	16
Business Integrity Policy .............................................................................................................................................................................	16
Insider Trading Policies and Procedures ..................................................................................................................................................	16
Board Composition and Nomination Process ..........................................................................................................................................	17
Director Independence ................................................................................................................................................................................	18
Information on the Board and Its Committees .........................................................................................................................................	19
PROPOSAL 1 — ELECTION OF DIRECTORS	22
DIRECTORS AND EXECUTIVE OFFICERS	23
Background of Directors .............................................................................................................................................................................	23
Background of Executive Officers .............................................................................................................................................................	29
2024 Director Compensation Table ...........................................................................................................................................................	34
PROPOSAL 2 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN	36
Why You Should Vote for the Amended 1997 Incentive Plan ...............................................................................................................	36
Description of the Amended 1997 Incentive Plan ...................................................................................................................................	40
Federal Income Tax Information ................................................................................................................................................................	43
Equity Compensation Plan Information ....................................................................................................................................................	44
PROPOSAL 3 — NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION	45
Compensation Committee Report on Executive Compensation ..........................................................................................................	46
COMPENSATION DISCUSSION AND ANALYSIS	47
Executive Summary .....................................................................................................................................................................................	56
Compensation Governance ........................................................................................................................................................................	58
Key Elements of the Executive Compensation Program .......................................................................................................................	61
2024 Compensation Decisions ..................................................................................................................................................................	62
Retirement and Benefit Programs .............................................................................................................................................................	94
Other Compensation Policies ....................................................................................................................................................................	95


2025 Proxy Statement	xiii

TABLE OF CONTENTS (continued)


COMPENSATION TABLES AND RELATED NARRATIVE	96
Summary Compensation Table ..................................................................................................................................................................	96
2024 Grants of Plan-Based Awards Table ...............................................................................................................................................	97
Outstanding Equity Awards at Fiscal Year End Table ............................................................................................................................	99
2024 Option Exercises and Stock Vested Table .....................................................................................................................................	99
Pension Benefits Table ................................................................................................................................................................................	100
2024 Nonqualified Deferred Compensation Table ..................................................................................................................................	100
Potential Payments Upon Termination or Change in Control ...............................................................................................................	102
Chief Executive Officer Pay Ratio .............................................................................................................................................................	106
Pay Versus Performance ............................................................................................................................................................................	107
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ................................................................................................................................................................................................	109
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	110
AUDIT COMMITTEE REPORT	112
PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	113
Fees Billed by Independent Registered Public Accountants ................................................................................................................	113
PROPOSAL 5 — STOCKHOLDER PROPOSAL: SIMPLE MAJORITY VOTE	114
Board of Directors’ Opposition Statement to Stockholder Proposal 5 .................................................................................................	115
OTHER INFORMATION	116
Annual Report on Form 10-K and Financial Statements and Committee and Corporate Governance Materials of the Company ...................................................................................................................................................................................................	116
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Tuesday, May 13, 2025 ............................................................................................................................................................................................	116
Stockholder Proposals and Director Nominations for the Company’s 2026 Annual Meeting ..........................................................	116
Communicating With the Board .................................................................................................................................................................	117
Other Information .........................................................................................................................................................................................	117
Other Matters ................................................................................................................................................................................................	117
Definitions and Reconciliations ..................................................................................................................................................................	118
APPENDIX I – AMENDED AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN	125


2025 Proxy Statement	1


	ALEXANDRIA REAL ESTATE EQUITIES, INC.
	PROXY STATEMENT for ANNUAL MEETING OF STOCKHOLDERS to be held on Tuesday, May 13, 2025

GENERAL INFORMATION

This Proxy Statement is provided to stockholders of Alexandria Real Estate Equities, Inc., a Maryland corporation

(the “Company,” “Alexandria,” “our,” “we,” and “us”), to solicit proxies, on the form of proxy enclosed, for exercise at the 2025

Annual Meeting of Stockholders (the “2025 Annual Meeting”) to be held on Tuesday, May 13, 2025, at 11:00 a.m. Pacific Time,

at 26 North Euclid Avenue, Pasadena, CA 91101, or at any postponement or adjournment thereof. The Board of Directors of

the Company (the “Board”) knows of no matters to come before the 2025 Annual Meeting other than those described in this

Proxy Statement. This Proxy Statement and the enclosed form of proxy are first being mailed to stockholders on or about

April 2, 2025. At the 2025 Annual Meeting, stockholders will be asked to consider and vote upon:

1.The election of eight directors from the following eight nominees to serve until the Company’s next annual

meeting of stockholders and until their successors are duly elected and qualify: Joel S. Marcus, Steven R. Hash,

Claire Aldridge, PhD, Ambassador James P. Cain, Maria C. Freire, PhD, Richard H. Klein, Sheila K. McGrath,

and Michael A. Woronoff;

2.The amendment and restatement of the Company’s Amended and Restated 1997 Stock Award and Incentive

Plan (the “Amended 1997 Incentive Plan”);

3.A resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive

officers (our “NEOs”), as described in this Proxy Statement;

4.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public

accountants for the fiscal year ending December 31, 2025;

5.A stockholder proposal, if properly presented at the 2025 Annual Meeting, titled “Simple Majority Vote”; and

6.The transaction of such other business as may properly come before the 2025 Annual Meeting or any

postponement or adjournment thereof.

Solicitation

This solicitation is made by mail by the Board. The Company will pay for the costs of the solicitation. Further

solicitation of proxies may be made, including by mail, by telephone, by fax, in person, or by other means, by the directors,

officers, or employees of the Company or our affiliates, none of whom will receive additional compensation for such solicitation.

In addition, the Company has engaged Alliance Advisors, LLC, a firm specializing in proxy solicitation, to solicit proxies, and to

assist in the distribution and collection of proxy materials, for an estimated fee of approximately $42,000. The Company will

reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them

in sending proxy materials to their customers or principals that are beneficial owners of shares of the Company’s common

stock, $0.01 par value per share (“Common Stock”).

Internet Availability of Proxy Materials

We are furnishing proxy materials to our stockholders primarily via the internet by mailing a Notice of Internet

Availability of Proxy Materials, instead of mailing copies of those materials to each stockholder. The Notice of Internet

Availability of Proxy Materials directs stockholders to a website where they may access our proxy materials, including this

Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and view

instructions on how to vote via the Internet, or by telephone. If you received a Notice of Internet Availability of Proxy Materials

and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet

Availability of Proxy Materials.

Voting Procedures

Only holders of record of Common Stock as of the close of business on March 31, 2025, the record date for the 2025

Annual Meeting, will be entitled to notice of and to vote at the 2025 Annual Meeting. A total of 172,989,043 shares of Common

Stock were outstanding as of the record date. Each share of Common Stock entitles its holder to one vote. Cumulative voting

of shares of Common Stock is not permitted.

•The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at

the 2025 Annual Meeting will be necessary to constitute a quorum to transact business at the meeting.

•Stockholders that instruct their proxy to “abstain” on a matter will be treated as present for purposes of determining

the existence of a quorum.

•At the 2025 Annual Meeting, a nominee will be elected as a director only if such nominee receives the affirmative vote

of a majority of the total votes cast with respect to his or her election (that is, the number of votes cast “for” the


2025 Proxy Statement	2

GENERAL INFORMATION (continued)

nominee must exceed the number of votes cast “against” the nominee).

•The affirmative vote of a majority of the votes cast will be required to (i) approve the Amended 1997 Incentive Plan,

(ii) adopt, on a non-binding, advisory basis, a resolution to approve the compensation of our NEOs, (iii) ratify the

appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year

ending December 31, 2025, and (iv) the stockholder proposal titled “Simple Majority Vote.”

•Abstentions do not count as votes cast on (i) the election of directors, (ii) the approval of the Amended 1997 Incentive

Plan, (iii) the adoption of the non-binding, advisory stockholder vote on the compensation of our NEOs, (iv) the

ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for

the fiscal year ending December 31, 2025, or (v) the stockholder proposal titled “Simple Majority Vote,” and will have

no effect on the outcome of those proposals.

•Broker non-votes (proxies that are uninstructed on one or more proposals and are submitted by banks, brokers, or

other nominees that lack discretionary authority to vote on a proposal, under applicable securities exchange rules,

absent instructions from the beneficial owner of the shares of stock) will have no effect on (i) the election of directors,

(ii) the approval of the Amended 1997 Incentive Plan, (iii) the non-binding, advisory stockholder votes on the

compensation of our NEOs, (iv) the ratification of the appointment of Ernst & Young LLP as the Company’s

independent registered public accountants for the fiscal year ending December 31, 2025, or (v) the stockholder

proposal titled “Simple Majority Vote.”

If a stockholder holds shares of Common Stock of record in the stockholder’s own name, as registered on our stock

transfer books, the stockholder’s shares of Common Stock represented by a properly executed proxy on the form enclosed, or

authorized via telephone or the Internet in accordance with instructions on such form, and that are timely received by the

Secretary of the Company and not revoked, will be voted as instructed on the proxy. If no instruction is made on a properly

authorized and returned proxy, the shares represented thereby will be voted FOR the election of each of the eight nominees

for director named in this Proxy Statement; FOR the approval of the Amended 1997 Incentive Plan; FOR the approval, on a

non-binding, advisory basis, of the compensation of our NEOs; FOR the ratification of the appointment of Ernst & Young LLP

as the independent registered public accountants of the Company; and AGAINST the stockholder proposal titled “Simple

Majority Vote.” If any other matters properly come before the 2025 Annual Meeting, the enclosed proxy confers discretionary

authority on the persons named as proxies to vote the shares represented by the proxy at their discretion.

If a stockholder holds shares of Common Stock in “street name” (that is, through a broker or other nominee), the

stockholder’s broker or nominee may not vote the stockholder’s shares for non-routine items unless the stockholder provides

instructions to the broker or nominee on how to vote the stockholder’s shares. Stockholders should instruct their broker or

nominee how to vote their shares by following the directions provided by the broker or nominee on its voting instruction form,

which the stockholder should have received with these materials.

Revocability of Proxies

Stockholders may revoke a proxy at any time before the proxy is exercised. Stockholders of record as of the close of

business on the record date may revoke a proxy by filing a notice of revocation of the proxy with the Secretary of the

Company, by filing a later-dated proxy with the Secretary of the Company, by authorizing a later proxy via telephone or the

Internet in accordance with the instructions on the enclosed form of proxy, or by voting in person at the 2025 Annual Meeting.

Attendance at the 2025 Annual Meeting without voting will not automatically revoke a previously authorized proxy.

Stockholders that own shares of Common Stock beneficially (in street name) through a bank, broker, or other nominee should

follow the voting instruction form provided by their bank, broker, or other nominee to change their voting instructions.

No Dissenters’ or Appraisal Rights

No dissenters’ or appraisal rights are available with respect to any of the proposals being submitted to stockholders

for their consideration at the 2025 Annual Meeting.

Forward-Looking Statements

Certain information and statements in this Proxy Statement, including, without limitation, statements containing the

words “forecast,” “guidance,” “forward,” “goals,” “projects,” “estimates,” “anticipates,” “believes,” “expects,” “intends,” “may,”

“plans,” “seeks,” “should,” “potential,” “targets,” “aims,” or “will,” or the negative of these words or similar words, constitute

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements

in this Proxy Statement include, without limitation, statements regarding our future growth and capital plans; environmental,

social, and governance goals, initiatives, policies, practices, and performance; and performance goals of our NEOs to the

extent such goals are premised on future performance or events. Forward-looking statements involve inherent risks and

uncertainties regarding events, conditions, and financial trends that may affect our future plans of operations, business

strategy, sustainability goals, results of operations, and financial position. A number of factors could cause actual results to

differ materially from those included within or contemplated by the forward-looking statements herein, including, without

limitation, the risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2024. We do not undertake any responsibility to update any of these factors or to announce

publicly any revisions to forward-looking statements, whether as a result of new information, future events, or otherwise.


2025 Proxy Statement	3

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. As this is only a summary, please

read the entire Proxy Statement carefully before voting or authorizing your proxy to vote for you. This Proxy Statement and the

enclosed form of proxy are first being mailed to stockholders of the Company on or about April 2, 2025.

2025 Annual Meeting of Stockholders

Date and Time:Tuesday, May 13, 2025, at 11:00 a.m. Pacific Time

Place:26 North Euclid Avenue, Pasadena, CA 91101

Voting:Only holders of record of Common Stock as of the close of business on March 31, 2025, the record date,

are entitled to notice of and to vote at the 2025 Annual Meeting of Stockholders. Each share of Common

Stock entitles its holder to one vote.

Proposals and Board Recommendations


Proposal	Board Recommendation	For More Information
1.Election of directors .............................................................................	“FOR” all nominees	Page 22
2.Approval of the Amended 1997 Incentive Plan ...............................	“FOR”	Page 36
3.Approval, on a non-binding, advisory basis, of the compensation of the Company’s NEOs ...........................................	“FOR”	Page 45
4.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025 ...........................................	“FOR”	Page 113
5.Stockholder proposal, if properly presented at the 2025 Annual Meeting, titled “Simple Majority Vote” ...............................................	“AGAINST”	Page 114

How to Cast Your Vote

You may vote or authorize your proxy by any of the following methods:


Internet		Mail
until 11:59 p.m. Eastern Time on May 12, 2025		Sign, date, and mail your proxy card or voting instruction form in the envelope provided as soon as possible. It must be received no later than May 12, 2025.
Beneficial Owners and Registered Stockholders www.proxyvote.com

Phone		In Person
until 11:59 p.m. Eastern Time on May 12, 2025		Beneficial Owners Admission is based on proof of ownership, such as a recent brokerage statement; voting in person requires a valid “legal proxy” signed by the holder of record. Registered Stockholders Attend and vote your shares in person.
Beneficial Owners 800-454-8683
Registered Stockholders 800-690-6903

Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders: The Notice of

2025 Annual Meeting of Stockholders, the Proxy Statement, and the Company’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2024 are available free of charge at https://investor.are.com/financial-information/proxy.


2025 Proxy Statement	4

PROXY STATEMENT SUMMARY (continued)

Business Overview

More than three decades ago, Alexandria’s Executive Chairman and Founder, Joel S. Marcus, led the formation,

financing, development, personnel recruitment, and operations of a new mission-driven real estate company. Founded in 1994

as a garage startup with $19 million in Series A capital and a bold vision to support and drive forward the mission-critical life

science industry, Alexandria pioneered the life science real estate niche to develop and operate the essential infrastructure and

foster the holistic ecosystems needed to catalyze innovation to improve human health. Alexandria has built a stellar reputation

of delivering world-class Labspace® facilities to transformative life science companies and has cultivated trusted, strategic

relationships with a sector-leading, high-quality and well-diversified client base. Today, Alexandria remains the preeminent and

longest-tenured owner, operator, and developer of collaborative Megacampus™ ecosystems in AAA life science innovation

cluster locations, including Greater Boston, the San Francisco Bay Area, San Diego, Seattle, Maryland, Research Triangle,

and New York City.

As of December 31, 2024, Alexandria had a total market capitalization of $29.0 billion and an asset base in North

America that included 39.8 million rentable square feet (“RSF”) of operating properties and 4.4 million RSF of Class A/A+

properties undergoing construction.

Our primary business objective is to maximize long-term asset value and stockholder returns. Since the Company’s

inception, Alexandria has focused our business strategy on developing and implementing our unique and successful business

model and has generated long-term value and growth in net operating income while also making a positive and lasting impact

on society. Alexandria has continued to maintain our exceptional credit profile. As of December 31, 2024, our credit ratings

from S&P Global Ratings and Moody’s Ratings were BBB+ and Baa1, respectively, and continued to rank in the top 10%

among all publicly traded U.S. real estate investment trusts (“REITs”).

The Company’s growth was accelerated through the execution of our visionary ecosystem-building and cluster

development strategy as applied to the life science industry. Utilizing Harvard Business Professor Michael E. Porter’s cluster

theory as the basis for our proven cluster model, we were first to identify the four critical components to create a successful life

science cluster: location, innovation, talent, and capital. We also intentionally evolved our original focus on single assets to

cluster campuses and then to today’s differentiated Megacampus platform. Our world-class Megacampus ecosystems provide

our innovative tenants with highly dynamic and collaborative environments that enhance our tenants’ ability to successfully

recruit and retain world-class talent and inspire productivity, efficiency, creativity, and success. Alexandria’s highly experienced

management team and the Board work together to develop, implement, monitor, and, as necessary, adjust our Megacampus

strategy and measure our progress toward achieving our goals.

Alexandria’s mission — to create and grow life science ecosystems and clusters that ignite and accelerate the world’s

leading innovators in their noble pursuit to advance human health by curing disease and improving nutrition — drives

everything we do. It has shaped our pioneering, impactful, and enduring business, which we have built on the foundation of our

four strategic and integrated verticals of real estate, venture investments, corporate responsibility, and thought leadership. We

leverage our deep engagement across each of our four key verticals to foster vibrant ecosystems that accelerate the

translation of scientific discoveries into new treatments and cures to help address massive unmet medical need.


2025 Proxy Statement	7

PROXY STATEMENT SUMMARY (continued)

Overview of Our Corporate Responsibility Initiatives

We are guided by our culture of idea meritocracy, integrity, mutual respect, egoless leadership, humility, transparency,

and teamwork, and we are profoundly grateful to be a trusted partner within the life science industry. In addition to enabling the

discovery and development of life-improving and lifesaving treatments and cures that are key to solving major healthcare

challenges, we are working to revitalize and support our communities, empower the next generation of innovators, and,

ultimately, contribute to a more sustainable and productive society.

As a mission-driven company, our corporate responsibility platform is core to our DNA. At Alexandria, we believe that

doing well in our business and doing good for society are inherently linked endeavors. This belief shapes every aspect of our

multifaceted business model.

Alexandria’s longstanding sustainability leadership and performance was reinforced by our achievements in the 2024

GRESB Real Estate Assessment. We received the GRESB Green Star designation for the eighth consecutive year and an “A”

disclosure score for the seventh consecutive year, signifying best-in-class transparency regarding our sustainability practices

and reporting.

We also earned a 2024 Sustainable Design Impact Award from Nareit, the worldwide representative voice for REITs

and real estate companies with an interest in U.S. real estate, for our groundbreaking approach to utilizing alternative energy

sources such as geothermal energy and wastewater heat recovery systems to reduce operational greenhouse gas (“GHG”)

emissions in Labspace® development projects in the Greater Boston and Seattle markets. This award recognizes innovative,

industry-leading architecture and engineering strategies that reduce environmental impact through smart design, new building

development or retrofitting of existing buildings.

Alexandria continues to advance our renewable electricity strategy with the completion of a large-scale solar farm in

June 2024, which is now supplying renewable power to meet 100% of the Greater Boston region’s electricity load for

Alexandria-paid accounts through a long-term power purchase agreement (“PPA”). The PPA demonstrates our proactive

approach to mitigating GHG emissions from purchased electricity and helps many of our tenants meet their sustainability

goals.

The tangible impact of our corporate responsibility endeavors is also highlighted in our leadership in pioneering

OneFifteen, a personalized, non-profit data-driven healthcare system providing a full continuum of care dedicated to addiction

recovery. OneFifteen has treated over 7,500 patients living with opioid addiction and other substance use disorders.

We are proud of our achievements and actions to date and recognize that it is vital to continue making an impact

through our corporate responsibility initiatives. We strive to make continuous improvements and to partner with our innovative

tenants to help them realize their sustainability goals and priorities, in each case to expand our trusted relationships, drive

long-term progress, and make a positive and meaningful impact on our society.

Our commitment to the success and growth of our tenants is well established in the life science industry. Our focus on

owning, operating, and developing vibrant Megacampus ecosystems catalyzes high-quality job creation, economic activity, and

sustainable infill development in the cities and states in which we operate. We also regularly convene, participate in, and

provide resources to groups that help to nurture and grow the life science industry. We carry out this important aspect of our

Company’s mission through our corporate responsibility initiatives, philanthropy, volunteerism, and thought leadership

programming and by partnering with regional and national non-profits, life science companies and industry groups, local

community planning and real estate groups, and organizations that help to advance sustainable building and investment.

Alexandria’s Highly Impactful Corporate Responsibility Pillars

By uniting the passions and commitment of our team and community partners and leveraging our leadership,

resources, and expertise, we have worked steadfastly to develop and implement scalable, long-term solutions to some of the

most pressing societal issues. Alexandria’s eight corporate responsibility pillars comprise the following, as further described

below:

1.Accelerating medical innovation to save lives;

2.Harnessing agtech to combat hunger and improve nutrition;

3.Prioritizing the mental health crisis;

4.Revolutionizing addiction treatment;

5.Supporting our military, our veterans, and their families;

6.Approaching homelessness as a healthcare problem, not a housing issue;

7.Building principled leaders through education; and

8.Inspiring future generations with the stories and values of our nation’s heroes.


2025 Proxy Statement	8

PROXY STATEMENT SUMMARY (continued)

Accelerating medical innovation to save lives

Alexandria aims to accelerate the development of vitally needed therapies and cures for the over 10,000 diseases

known to humankind, of which over 90% do not have approved treatments. We are an integral driver of medical progress and

provide transformative strategic funding to catalyze innovation across several disease areas and disorders, including cancer,

multiple sclerosis, heart disease, and epilepsy.

An example of our commitment to partnering on endeavors that aim to better manage disease is the unique, long-

term partnership we have formed with Curebound, a San Diego-based non-profit organization that raises and invests strategic

funding in translational cancer research projects aimed at accelerating new discoveries to clinical application. Alexandria

regularly participates in and fundraises for Curebound events in the San Diego region, including the non-profit’s signature

community event, Padres Pedal the Cause, which raised $3 million to support cancer research in 2024.

Harnessing agtech to combat hunger and improve nutrition

Driven by the understanding that food is fundamental to human health and well-being, Alexandria is dedicated to

providing some of the most vulnerable in our communities with the nutritious, healthy food they need to thrive. For over two

decades, Alexandria has been developing and operating state-of-the-art R&D and greenhouse infrastructure and investing in

innovative agrifoodtech companies that are advancing novel approaches with great potential to address societal issues around

sustainability, agriculture, food, and nutrition.

Additionally, we are proud to support organizations like Nourish Now (Maryland), Project Angel Food (Los Angeles),

Feeding San Diego, and Food For Free (Boston) to help support critical hunger-relief efforts across the country.

Prioritizing the mental health crisis

We work diligently to drive forward our action- and solutions-oriented corporate responsibility initiatives aimed at

addressing the nation’s staggering and complex mental health crisis. We are proud of the continuing positive impact we have

made to date, including through our crucial efforts, which began in 2010, to ensure the Navy SEAL Foundation’s vital work in

addressing the unique physical and mental health needs of our nation’s elite warriors. Military personnel and veterans

experience mental health and addiction issues at higher rates than the general U.S. population. Our partnership with the Navy

SEAL Foundation enables the foundation to address the increasing need for specialized mental health support for Naval

Special Warfare personnel and veterans. Alexandria played an instrumental role in the establishment and launch of the

foundation’s Warrior Fitness Program West Coast facility in San Diego. The cutting-edge facility provides Navy SEAL warriors

and veterans with evidence-based support, advanced performance and fitness technology, and expert personnel to help them

physically and mentally recover and rebuild from injuries and trauma.

Alexandria, in partnership with former congressman Patrick J. Kennedy and The Kennedy Forum, has held two

mental-health focused Alexandria Summit® events, including our Summit in Washington, D.C. in February 2024. Alexandria

convened a diverse set of key decision makers, influential life science industry thought leaders, members of Congress,

regulatory agency executives, and other key policymakers to advance the development of novel, effective psychiatric therapies

to address vast unmet need. Alexandria is also leading the creation of a public-private partnership on biomarkers for

depression, which aims to develop a modernized, data-driven framework for guiding patients with depression to the therapies

most likely to benefit them.

Revolutionizing addiction treatment

Determined to reverse the trajectory of the U.S. opioid epidemic, which remains one of the nation’s most pervasive

public health challenges, in 2017 Alexandria partnered with Verily Life Sciences, LLC, an Alphabet company (“Verily”), to

pioneer OneFifteen, a personalized, non-profit data-driven care model for treating addiction. OneFifteen is located in Dayton,

Ohio, a city that had one of the highest per capita overdose death rates in the nation that year. Together with Verily, we built an

integrated campus encompassing a full continuum of care with dedicated facilities and services, including medication-assisted

treatment, residential housing, peer support, family reunification, workforce development, job placement, and community

transition. As the strategic real estate partner in this mission-critical initiative, Alexandria catalyzed the vision for and led the

design and development of the 4.3-acre OneFifteen campus. OneFifteen has treated over 7,500 patients living with opioid

addiction and other substance use disorders.

Supporting our military, our veterans, and their families

Alexandria has actively supported the Navy SEAL Foundation to enable it to address the unique needs of Naval

Special Warfare warriors, veterans, and families for the past 15 years. Building on this impactful partnership in 2017,

Alexandria collaborated with the Navy SEAL Foundation to create a headquarters for The Honor Foundation in San Diego. The

non-profit helps facilitate the next generation of corporate and community leaders through its career transition program, which

effectively translates its clients’ elite military experience to the private sector. Alexandria conceived of, designed, fully built out,

and donated the use of an 8,000 square fee (“SF”) state-of-the-art facility where our nation’s most elite service members can

participate in a three-month executive education program that is funded entirely by private donations.


2025 Proxy Statement	9

PROXY STATEMENT SUMMARY (continued)

Approaching homelessness as a healthcare problem, not a housing issue

More than half a million people in the United States are experiencing homelessness, according to the U.S.

Department of Housing and Urban Development, and conservative estimates indicate over a third of the homeless population

is living with mental illness and dependence on alcohol or other chemical substances. Across our regions, Alexandria supports

several highly impactful non-profit organizations working tirelessly to fight homelessness, including Boston Health Care for the

Homeless and Heading Home (Boston).

In response to this highly complex issue, Alexandria’s goal is to incubate a new continuum of care model to address

the homelessness crisis.

Building principled leaders through education

Alexandria is deeply committed to driving educational opportunities and providing the support and resources needed

to develop students’ talents, inspire them to act with character and purpose, prepare them to attend college, achieve academic

and career success, and reach their leadership potential. Through our Alexandria Scholars program, we have granted over 50

high-achieving public school students in the San Francisco Bay Area and Maryland with $5,000 annual scholarships to attend

a two- or four-year program at an eligible college or university of their choice to study a STEM (science, technology,

engineering, and mathematics) field.

In Durham, North Carolina, we work closely with the Emily Krzyzewski Center (the “Emily K Center”), a non-profit that

provides underserved and underrepresented students in elementary school through college with a suite of distinct educational

programs designed to help them hone their academic and leadership skills; plan for and pursue higher education; explore and

secure promising careers post-graduation; and ultimately give back to their communities. The Emily K Center serves more

than 2,000 students annually. Since the Emily K Center opened in 2006, nearly 100% of the graduates from its Scholars to

College program have been accepted to college. In November 2021, in response to increasing demand for its programs, the

Emily K Center opened a 7,500 SF building expansion with funds raised through the Emily K Center’s Game Changer

Campaign, in which Alexandria played a critical leadership role. Additionally, Alexandria’s generous support is funding summer

enrichment experiences for high school students participating in Emily K programs such as robotics camps and international

travel.

Inspiring future generations with the stories and values of our nation’s heroes

Alexandria believes that we all have a responsibility to honor and pay tribute to our national heroes; recognize their

heroism, sacrifice, and resilience; and share lessons learned with new generations. We have been an active supporter of the

National September 11 Memorial & Museum (the “9/11 Memorial & Museum”) since it opened in 2014 through generous

contributions that fund essential programming to educate future generations on the impact and legacy of 9/11. In 2018, Joel S.

Marcus was appointed to the Memorial & Museum’s board of trustees by former New York City Mayor Michael Bloomberg. In

2021, Mr. Marcus was honored for Distinction in Civic Engagement and Renewal in recognition of his and Alexandria’s

meaningful contributions to the Memorial & Museum and unwavering support of its mission.

Additionally, Alexandria is proud to support the National Medal of Honor Museum (“NMOHM”) in helping to expand its

fundraising efforts and shape the vision for the future museum in Arlington, Texas. Mr. Marcus was appointed as a NMOHM

foundation board member in 2019 and serves as a key member of the team that has helped to oversee the construction and

development of the new museum as well as the creation of a National Medal of Honor Monument in Washington, D.C. Funded

principally through donations from the private sector, the museum opened in March 2025. As a critical part of its mission, the

museum includes an education center to provide our nation’s youth with opportunities to explore the concepts of principled

leadership, courage, honor, sacrifice, and patriotism.

Our People: Dedication to Our Best-in-Class Team

As of December 31, 2024, we had 552 employees. We place a significant focus on building loyalty and trusted

relationships with our employees. We have a Business Integrity Policy that applies to all our employees, and its receipt and

review by each employee is documented and verified annually. To promote an exceptional corporate culture, Alexandria

monitors employee satisfaction, actively seeks employee feedback, and enhances our employee benefit offerings. We conduct

annual performance reviews with our employees and administer formal employee surveys. Our talent management team holds

regular meetings with employees to gather insights and drive ongoing enhancements to our overall employee experience.

We recognize that the fundamental strength of Alexandria is driven by the contributions of each and every team

member and that our future growth relies on their continued success. We make a substantial effort to hire, develop, and retain

talented employees, and we have an exceptional track record of promoting highly qualified candidates from within the

Company. Our executive and senior management teams, represented by 62 individuals at the senior vice president level and

above, have an average of 24 years of real estate experience, including 13 years with Alexandria. Moreover, our executive

management team alone averages 19 years of experience with the Company. Alexandria’s executive and senior management

teams have unique experience and expertise in creating, owning, and operating highly dynamic and collaborative

Megacampus ecosystems in key life science cluster locations. These teams include regional market directors with leading


2025 Proxy Statement	10

PROXY STATEMENT SUMMARY (continued)

reputations and longstanding relationships within the life science community in their respective markets. We believe that our

expertise, experience, reputation, and key relationships in the real estate and life science industries provide Alexandria with

significant competitive advantages in attracting new business opportunities.

Our ability to retain talent further supports our business continuity and leadership stability. From 2020 to 2024, our

voluntary and total turnover rates averaged 4.0% and 8.5%, respectively, which are below the REIT industry averages of

11.0% and 15.0%, respectively, as reported in the 2024 Nareit Compensation & Benefits Survey (data for 2023).

Offering robust benefits to support our employees’ health and overall success

We provide a robust benefits package intended to meet and exceed the needs of our employees and their families.

Our company-sponsored benefits cover 100% of insurance premiums for both employees and their dependents, and include a

wide range of offerings, such as a high-coverage, low-deductible preferred provider organization (“PPO”) medical plan, PPO

dental and orthodontia coverage, a vision plan, a comprehensive prescription drug program, infertility and family planning

benefits, short-term and long-term disability benefits, and life and accidental death and dismemberment coverage.

Investing in professional development and training

We provide meaningful opportunities for growth and development through a variety of learning opportunities,

including development programs that leverage social learning, instructor-led trainings, on-demand trainings and resources,

and a highly utilized mentoring program. Development programs and trainings cover topics such as leadership development,

project management, business writing, change management, interviewing, presentations, productivity, goal setting, delegation,

communication, and feedback. Our mentoring program enables employees to partner with senior leaders throughout the

organization for support and career guidance.

To monitor and improve employee performance and engagement, we use employee engagement surveys, the most

recent of which was conducted in 2022 and yielded an employee participation rate of 91%.

Board of Directors and Leadership Oversight

Alexandria is committed to conducting our business in accordance with high standards of corporate governance,

transparency, integrity, and accountability, led by an independent and objective Board. The Board has overall responsibility for

oversight of the Company’s risk management. This oversight is carried out both directly by the Board and through its

committees.

As provided in the Audit Committee Charter, the Audit Committee of the Board oversees the management of the

Company’s financial and other risks, including climate-related risks. At a management level, Alexandria’s sustainability

committee, which comprises members of the executive team and senior decision makers spanning the Company’s real estate

development, asset management, risk management, and sustainability teams, leads the development and execution of our

approach to climate-related risk.

The Audit Committee Charter, the Environmental Sustainability Policy, and the Vendor Code of Conduct are available

at https://investor.are.com/corporate-governance/disclosure.


2025 Proxy Statement	11

PROXY STATEMENT SUMMARY (continued)

Corporate Governance Highlights

Our Company is built upon a foundation of sound governance practices, which include being governed by an

independent and objective Board; conducting business according to the highest moral and ethical standards; delivering

transparent, high-quality, and efficient disclosures; engaging regularly with our stockholders; and promoting the best interests

of our Company. We strive to exhibit the highest levels of transparency, integrity, and accountability in the real estate industry,

as evidenced by our eight Nareit Investor CARE (Communications and Reporting Excellence) Awards earned since 2015,

including our seven Gold Awards — the most Gold Awards earned by any equity REIT.

Many of our corporate governance practices are a result of valuable feedback from and collaboration with our

stockholders and other stakeholders that have provided important external viewpoints that inform our corporate decisions and

strategy. In 2024, we continued to enhance our governance practices. For example, in December 2024, the Board amended

and restated our Bylaws to permit the stockholders of the Company to adopt, alter, amend or repeal any provision of our

Bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter.


Stockholder Rights and Accountability		Board Refreshment
•	Stockholders right to amend our Bylaws by majority vote	•	Comprehensive, ongoing board succession planning process
•	Annual election of all directors	•	Regular refreshment of the Board
•	Majority voting in uncontested elections of directors	•	Annual self-evaluations by the Board and its committees
•	Proxy access right for stockholders (market standard 3% ownership threshold, held continuously for 3 years; aggregation of up to 20 stockholders permitted)	•	New director orientation and continuing director education on key topics and issues
•	Robust stockholder engagement process
•	No stockholder rights plan
•	One class of Common Stock, with each share entitled to one vote since the inception of our Company

Independent Oversight		Policies and Practices
•	Seven of our eight director nominees are independent	•	Hedging prohibited
•	Lead independent director has clearly delineated duties	•	Robust clawback policy
•	All Audit, Compensation, and Nominating & Governance Committee members are independent	•	99% attendance of directors at board and committee meetings in 2024
•	Active board oversight of corporate strategy and risk management	•	Business Integrity Policy applicable to directors and all employees, with annual compliance certification
•	Robust stock ownership requirements and holding periods for directors and executive officers	•	No director should serve on more than four other public company boards


2025 Proxy Statement	12

PROXY STATEMENT SUMMARY (continued)

Board Nominees

The Board plays a key role in driving Alexandria’s strong operating performance. Our first priority in the director

nomination process is ensuring that the Board as a whole has expertise in areas aligned with our unique business activities,

namely owning and operating essential real estate for the broad and diverse life science industry. We believe that each of our

director nominees brings a focused set of skills in one or more areas aligned with our overall business strategy, resulting in a

Board that, as a whole, is well positioned to guide the Company toward continued future success. Ultimately, the Board’s

combined expertise, together with its close work with management to craft and implement our corporate strategy, has driven

Alexandria’s success.

Cynthia L. Feldmann is not standing for reelection at the 2025 Annual Meeting. The Board of Directors thanks Ms.

Feldmann for her service to the Company.

The following tables and charts provide key information about our director nominees:


Name	Age	Director Since	Independence Status(1)	Occupation	Committee Memberships
Name	Age	Director Since	Independence Status(1)	Occupation	AC	CC	NG	LS
Joel S. Marcus	77	1994	No (Employed by the Company)	Executive Chairman and Founder of the Company	—	—	—	M
Steven R. Hash(2)	60	2013	Yes	Prior President and Chief Operating Officer, and Co- Founder of Renaissance Macro Research, LLC	M,F	C	—	—
Claire Aldridge, PhD	55	2025	Yes	Prior Chief Strategy Officer of Form Bio	—	—	—	M
James P. Cain	67	2015	Yes	Managing Partner of Cain Global Partners, LLC	—	M	C	M
Maria C. Freire, PhD	70	2012	Yes	Prior President and Executive Director of Foundation for the National Institutes of Health	—	—	M	C
Richard H. Klein	69	2003	Yes	Chief Financial Officer of Industrial Realty Group, LLC	C,F	M	—	—
Sheila K. McGrath	60	2023	Yes	Prior Senior Managing Director of Evercore ISI	—	—	—	M
Michael A. Woronoff	64	2017	Yes	Partner of Kirkland & Ellis LLP	M,F	—	M	M

(1)Independence is determined by the Board in accordance with the applicable NYSE listing standards.

(2)Lead Director of the Board.


AC	Audit Committee	C	Committee Chair
CC	Compensation Committee	M	Committee Member
NG	Nominating & Governance Committee	F	Audit Committee Financial Expert
LS	Life Science Committee

Board Composition

Business Leadership

Corporate Governance

Strategic Planning

REIT/Real Estate

Life Science

Financial/Investment

Risk Oversight/Management

Artificial Intelligence Expertise

7 of 8 directors are independent

2 directors have served for 5 years or less

Experience/

Qualifications

Joel S.

Marcus

Steven R.

Hash

Claire

Aldridge

James P.

Cain

Maria C.

Freire

Richard H.

Klein

Sheila K.

McGrath

Michael A.

Woronoff

Business Leadership

✓

Corporate Governance

✓

Strategic Planning

✓

REIT/Real Estate

✓

Life Science

✓

Financial/Investment

✓

Risk Oversight/Management

✓

Artificial Intelligence Expertise

✓


2025 Proxy Statement	13

PROXY STATEMENT SUMMARY (continued)

Say-on-Pay Advisory Vote

The Board recommends that stockholders vote to approve, on a non-binding, advisory basis, the compensation of the

Company’s NEOs described in this Proxy Statement for the reasons explained starting on page 47. After receiving strong

support from our stockholders — 86% of the votes cast — on our 2024 say-on-pay proposal with respect to our 2023 NEO

compensation, we continued our outreach efforts following our 2024 annual meeting of stockholders and proactively contacted

stockholders representing approximately 70% of our Common Stock. The Lead Director, who also serves as the Chair of the

Compensation Committee, led these meetings. Overall, we held more than 200 meetings with investors and analysts during

this period, covering a variety of topics, including business trends and strategy, key growth drivers, corporate governance

matters, and our executive compensation program.

Executive Compensation Program Highlights


☑	Stockholder-Friendly Practices We Follow	☒	Stockholder-Unfriendly Practices We Avoid
✓	Maintain a cap on both short-term and long-term incentive compensation payments	☒	Guaranteed bonuses
✓	Impose a one-year post-vesting holding period on substantially all equity awards granted to our NEOs	☒	Excessive perquisites
✓	Include a “double-trigger” change-in-control provision in all equity awards granted to our NEOs	☒	Excessive change-in-control or severance payments
✓	Maintain robust director and senior officer stock ownership guidelines	☒	Tax gross-up payments
✓	Maintain hedging and clawback policies	☒	Unrestricted pledging of the Company’s shares
✓	Conduct an annual say-on-pay vote	☒	Hedging or derivative transactions involving the Company’s shares
✓	Mitigate inappropriate risk-taking
✓	Proactive, robust stockholder engagement program


2025 Proxy Statement	14

CORPORATE GOVERNANCE MATTERS

Corporate Governance

Corporate Governance Guidelines

The Board has Corporate Governance Guidelines that provide the framework for the governance of our Company.

The Corporate Governance Guidelines include, among other topics, guidelines for determining director independence, director

qualifications, director responsibilities, the role of our Lead Director, director access to management and independent advisors,

executive management succession, and Board self-evaluation. Our Corporate Governance Guidelines are reviewed at least

annually by the Nominating & Governance Committee and are updated periodically by the Board in response to changing

regulatory requirements, evolving corporate governance practices, input from stockholders, and otherwise as circumstances

warrant. Our Corporate Governance Guidelines are posted on our website at https://investor.are.com/corporate-

governance/disclosure.

Stock Ownership Guidelines

The Board believes that stock ownership by our senior officers and directors helps to align their interests with our

Company’s best interests and has stock ownership guidelines as described below.

Within five years of becoming subject to our stock ownership guidelines, each senior officer is required to own shares

of Common Stock with a value equal to the following multiple of his or her base salary, and each non-employee director is

required to own shares of Common Stock with a value equal to the cash portion of his or her annual retainer:


Senior Officers and Non-Employee Directors	Multiple of Base Salary or Annual Director’s Retainer	Compliance(1)(2)
Chief Executive Officer and Executive Chairman ..........................................................	6x	Yes
Other executive officers ......................................................................................................	3x	Yes
Senior vice presidents ........................................................................................................	1x	Yes
Non-employee directors .....................................................................................................	3x	Yes

(1)All senior officers and directors are required to report their ownership status to the Chief Financial Officer on an annual basis. All senior officers are currently in

compliance with their applicable requirements. All directors are also in compliance with these requirements, including Sheila K. McGrath and Claire Aldridge,

who became directors in 2023 and 2025, respectively, and therefore are still in the five-year phase-in period.

(2)Unearned performance-based shares do not count toward meeting the ownership requirement under our stock ownership guidelines. For non-employee

directors, direct holdings and phantom stock units under the Company’s Deferred Compensation Plan for Directors (or any similar successor plan) do count

toward meeting the ownership requirement under our stock ownership guidelines.

NEOs must hold 50% of net after-tax shares received until the above-listed ownership requirements are met. Under

the guidelines, the Chief Financial Officer reviews each director’s and senior officer’s stock ownership annually.

Once an individual satisfies the policy, he or she is deemed to continue to satisfy the policy without regard to

fluctuation in value of equity interests owned, provided that the individual’s holdings do not decline below the number of shares

owned at the time the stock ownership requirements were met.

Anti-Hedging and Anti-Pledging Policies

The Company has an anti-hedging policy applicable to directors, officers, and employees. The policy prohibits

directors, officers, and employees from engaging in, among other things, short sales, hedging, or monetization transactions,

such as forward sale contracts, equity swaps, collars, and transactions with exchange funds, or trading in puts, calls, or

options, or other derivative securities with respect to the Company’s securities. With respect to short-term trading, the

Company prohibits the sale of any Company securities purchased in the open market by directors, officers, and employees

during the six months following such purchase. The Company believes that prohibiting these types of transactions will help

ensure that the economic interests of all directors, officers, and employees will not differ from the economic interests of the

Company’s stockholders. In addition, the Company has an anti-pledging policy that prohibits directors, officers, and employees

from pledging the Company’s shares as collateral for a loan or holding Company shares in a margin account unless the

individual has and maintains a sufficient amount of immediately available cash or securities at all times to prevent a sale of the

Company’s shares during a time when such a sale would be prohibited by the Company’s insider trading policy.


2025 Proxy Statement	15

CORPORATE GOVERNANCE MATTERS (continued)

Policies and Procedures With Respect to Related-Person Transactions

The Board has a written policy setting forth the procedures for the review and approval of transactions involving the

Company and “related persons” within the meaning of the rules and regulations of the Securities and Exchange Commission

(“SEC”).

Under this policy, the Nominating & Governance Committee is responsible for reviewing and approving all related-

person transactions that are required to be reported under the rules and regulations of the SEC. In the event that the Chief

Financial Officer of the Company determines that it would be impracticable or undesirable to wait until the next meeting of the

Nominating & Governance Committee to review a related-person transaction, the Chair of the Nominating & Governance

Committee may act on behalf of the Nominating & Governance Committee to review and approve and/or disapprove the

related-person transaction.

In general, related-person transactions are subject to preapproval by the Nominating & Governance Committee. The

policy provides that in making its determination whether to approve a related-person transaction, the Nominating &

Governance Committee will consider all factors it deems relevant or appropriate, including:

•Whether the terms of the related-person transaction are fair to the Company and on terms no less favorable than

terms generally available in transactions with non-affiliates under similar circumstances;

•Whether there are legitimate business reasons for the Company to enter into the related-person transaction;

•Whether the related-person transaction would impair the independence of an outside director;

•Whether the related-person transaction would present an improper conflict of interest for any director or

executive officer, taking into account the size of the transaction, the overall financial position of the director or

executive officer, the direct or indirect nature of the director’s or executive officer’s interest in the transaction, the

ongoing nature of any proposed relationship, and any other factors deemed relevant; and

•Whether the related-person transaction is material, taking into account the importance of the interest to the

related person, the relationship of the related person to the transaction, the relationship of related persons to

each other, and the aggregate value of the transaction.

The policy also contains a list of certain categories of related-person transactions that are preapproved under the

policy and therefore are not required to be reviewed or approved by the Nominating & Governance Committee.

Certain Relationships and Related Transactions

From the beginning of fiscal year 2024 to the date of this Proxy Statement, there were no relationships or transactions

of a nature required to be disclosed under Item 404 of the SEC’s Regulation S-K, except as described below.

Agreement With Affiliate of Norges Bank

In December 2021, we formed a real estate joint venture at our 50 and 60 Binney Street properties in our Cambridge

submarket, in which an affiliate of Norges Bank acquired a 41.0% interest for a purchase price of $485.9 million in 2021.

During 2024, the affiliate of Norges Bank received its commensurate share of the profit of the joint venture aggregating

$15.2 million. Norges Bank had a 9.4% beneficial ownership interest in the Common Stock of the Company as of

December 31, 2024. Refer to the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy

Statement for additional information.


2025 Proxy Statement	16

CORPORATE GOVERNANCE MATTERS (continued)

Stockholder Outreach and Engagement

The Board and management team value the views of our stockholders, which is why we proactively engage with our

stockholders throughout the year. In 2024, we held more than 200 meetings with investors and analysts. Additionally, the Lead

Director and members of our management team participate in stockholder engagements and keep the Nominating &

Governance Committee and the full Board apprised of our stockholder engagement and feedback.

In outreach following our 2024 annual meeting of stockholders, we sought stockholder views on a variety of matters,

including whether stockholders should have the power to unilaterally amend our Bylaws. This topic has attracted attention

following the issuance by a proxy advisory firm of a proxy voting policy, beginning with the 2017 proxy season, recommending

against the election of members of the nominating and governance committee of the board of a company that does not permit

stockholders to unilaterally amend its bylaws. Based on the feedback received from our stockholders, in December 2024, the

Board amended and restated our Bylaws to permit our stockholders to adopt, alter, amend, or repeal any provision of our

Bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

The Board takes stockholder feedback seriously and carefully considers it in the broader context of our business and

corporate governance practices. Many of our corporate governance practices are a result of valuable feedback from and

collaboration with our stockholders and other stakeholders that have provided important external viewpoints, including the

adoption of proxy access; non-renewal of our stockholder rights plan at its expiration; adoption of majority voting for directors

in uncontested elections, a compensation clawback policy, director and officer stock ownership and holding-period

requirements, and anti-hedging and anti-pledging policies; and elimination of guaranteed bonuses, single-trigger severance

provisions, and tax gross-up payments in executive employment agreements.



	We proactively reached out to			We held more than
	stockholders holding in aggregate approximately 70% of our Common Stock			200 meetings with investors and analysts
				covering a wide variety of topics, including business trends and strategy, key growth drivers, corporate governance matters, and our executive compensation program

Business Integrity Policy

The Company has a Business Integrity Policy that applies to all directors, officers, and employees and is intended,

among other things, to comply with Section 406 of the Sarbanes-Oxley Act of 2002 and related SEC rules and the New York

Stock Exchange (the “NYSE”) listing standards requiring a code of ethics for a company’s directors, officers, and employees. A

copy of the Company’s Business Integrity Policy is available at https://investor.are.com/corporate-governance/disclosure.

The Company intends to report any amendment to, or waiver from, the Business Integrity Policy, which applies to any director

or executive officer, by posting such information on our corporate website in accordance with applicable rules of the SEC and

listing standards of the NYSE.

Insider Trading Policies and Procedures

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other

dispositions of the Company’s securities by directors, officers, and employees, or the Company itself, that are reasonably

designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the

Company.


2025 Proxy Statement	17

CORPORATE GOVERNANCE MATTERS (continued)

Board Composition and Nomination Process

Board Composition, Refreshment, and Tenure

In keeping with a key objective of the Company, the Board strives to maintain an appropriate balance of tenure,

expertise, perspectives, skills, qualifications, and experience among its members in areas that are relevant to the Company’s

business and the needs of the Board in carrying out its responsibilities. The Board understands the importance of new

perspectives and ideas being brought to the Board. At the same time, the Board believes it is equally important to benefit from

the valuable experience and continuity that longer-serving directors bring to the Board. Our regular board refreshment efforts

have resulted in what we believe is an appropriate balance within the Board in terms of tenure, experience, institutional

knowledge, and independence. Of our director nominees, 25.0% have served on the Board for five years or less, 25.0% have

served between six and 10 years, and 50.0% have served for over 10 years. Each new director brings new perspectives and

ideas to the Board. The Corporate Governance Guidelines provide that, unless the Board grants an exception, no director may

stand for re-election after he or she has reached the age of 75, provided, however, that the foregoing age limit does not apply

to any director initially elected to the Board prior to May 12, 2004. Currently, only Joel S. Marcus and Richard H. Klein, who

were initially elected to the Board in 1994 and 2003, respectively, fall under this exemption.

On March 14, 2025, we were pleased to have Claire Aldridge, PhD join the Board.

As part of its commitment to maintaining a balanced composition, the Board conducts an annual formal self-

evaluation (of itself and its committees) to assess its effectiveness, identify opportunities for improvement, and reaffirm

practices that should be maintained. The results of these self-evaluations supplement continuing board practices, procedures,

and feedback, including as to agenda development, time allocation, and other topics addressed in this Proxy Statement.

Director Qualifications

Consistent with the Board Candidate Guidelines established by the Board, the Nominating & Governance Committee

of the Board seeks director nominees who will provide the Board with a broad diversity of perspectives, experiences, expertise,

and skills in areas that are relevant to the Company’s business. The Nominating & Governance Committee does not assign

specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees.

Generally, however, the Nominating & Governance Committee considers, among other factors, a candidate’s experience and

knowledge regarding a variety of aspects of the Company’s unique real estate for the life science industry. The Nominating &

Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should

provide a significant composite mix of experience, expertise, knowledge, perspectives, and abilities that will allow the Board to

fulfill its responsibilities. The Nominating & Governance Committee also considers such other factors as it deems appropriate,

from time to time, including the current composition of the Board, the balance of management and independent directors, the

need for particular expertise (such as audit committee expertise), and the evaluations of other prospective nominees. With

respect to the nomination of current directors for reelection, the individual’s contributions to the Board are also considered.

Director Nominee Selection Process

The Board believes that diversity of perspectives among directors is a critical element in the composition of the Board

and in enabling the Board to effectively carry out its oversight and decision-making responsibilities in the best interests of the

Company. Accordingly, the Nominating & Governance Committee and the Board seek candidates for director with varying

experiences, perspectives, expertise, careers, and skills that are relevant and likely to contribute to the Board’s oversight and

decision making in connection with the business and affairs of the Company. The Board, in its own meetings and through the

Nominating & Governance Committee, regularly reviews the changing needs of the Company’s business and the skills and

experience of its Board members, with the intention that the Board will be periodically “refreshed” as certain directors rotate off

and new directors are recruited. The Board’s commitment to refreshment is tempered by the need to balance change with

continuity and experience. In addition to regular consideration and discussion of these matters at its and the Nominating &

Governance Committee’s meetings, the Board continues to monitor the effectiveness of these efforts as part of its periodic

self-evaluation process.

Once the Nominating & Governance Committee has identified a prospective nominee who is not currently serving on

the Board, it makes an initial determination as to whether to conduct a full evaluation of the candidate based on information

provided to it with respect to the candidate, as well as its own knowledge of the candidate, which may be supplemented by

inquiries to the person making the recommendation or others. An initial determination whether to formally nominate a director

candidate is based primarily on the need for additional directors to fill vacancies or expand the size of the Board and the

likelihood that the candidate can satisfy the evaluation factors described herein. If the Nominating & Governance Committee

determines, in consultation with the Chairman of the Board and other directors, as appropriate, that additional consideration is

warranted, it may request a third-party search firm to gather additional information about the candidate’s background and

experience and to report its findings to the Nominating & Governance Committee. The Nominating & Governance Committee

then evaluates the candidate against the standards and qualifications set out in the Board Candidate Guidelines, including the

nominee’s management, leadership, and business experience; skills; financial literacy; knowledge of directorial duties; and

integrity and professionalism.


2025 Proxy Statement	18

CORPORATE GOVERNANCE MATTERS (continued)

After completing its evaluation, the Nominating & Governance Committee makes a recommendation to the full Board

as to the persons who should be nominated by the Board, and the Board ultimately determines whether a prospective nominee

will be nominated after considering the recommendation of the Nominating & Governance Committee.

The Nominating & Governance Committee considers candidates suggested by stockholders for nomination for

election at annual meetings of stockholders. Any stockholder that wishes to suggest a prospective candidate for the Board for

consideration by the Nominating & Governance Committee must submit the same information and follow the same procedures

regarding advance notice and other requirements of our current Bylaws applicable to stockholder-nominated director

candidates. Any properly submitted stockholder-suggested candidate and any accompanying materials will be forwarded to the

Chair of the Nominating & Governance Committee for review and consideration. Individuals suggested by stockholders will be

evaluated in the same manner, and will be subject to the same criteria, as other nominees considered by the Nominating &

Governance Committee. The Nominating & Governance Committee also considers director candidates suggested by its

members, other directors, and management and may retain, from time to time, a third-party executive search firm to identify

director candidates for consideration by the Nominating & Governance Committee.

Stockholder-Nominated Director Candidates

Our Bylaws set forth the requirements for direct nomination by a stockholder of a person or persons for election to the

Board. Among other requirements, stockholders must comply with the advance notice procedures set forth in our current

Bylaws, which, among other things, provide that, to be timely, a stockholder’s notice with respect to director nominations must

be delivered to the Secretary of the Company at the Company’s principal executive office not earlier than the 150th day nor

later than 5:00 p.m. Pacific Time on the 120th day prior to the first anniversary of the date of the proxy statement for the

preceding year’s annual meeting.

Our Bylaws also permit qualifying stockholders, or a qualifying group of no more than 20 stockholders, that have

continuously owned at least 3% of our outstanding shares of Common Stock for at least three years as of the date that the

notice of nomination is delivered to and received by our Secretary and through the date of the annual meeting (and any

postponement or adjournment thereof) to nominate, and to require us to include in our proxy materials, director nominees

constituting up to the greater of two nominees or 25% of the number of directors up for election as of the last day on which a

nomination may be timely delivered, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in

our Bylaws and subject to the other terms and conditions set forth in our Bylaws. For additional information, refer to

“Stockholder Proposals and Director Nominations for the Company’s 2026 Annual Meeting” of this Proxy Statement.

Director Independence

The Board has affirmatively determined that each member of the Board standing for reelection other than

Joel S. Marcus (Executive Chairman and Founder) is independent in accordance with the applicable NYSE listing standards.

The Board has also affirmatively determined that no material relationships exist between the Company and any of the Board’s

independent directors. In making its independence determinations, the Board reviewed the relationships between the

Company and each of the directors nominated for election at the 2025 Annual Meeting based on information provided by the

directors, the standards for disqualification set forth in Section 303A.02(b) of the NYSE Listed Company Manual, and such

other information as the Board considered relevant.

In making its independence determination with respect to Maria C. Freire, the Board considered Dr. Freire’s position

as a director of another public company, Biogen Inc. (“Biogen”), a global biopharmaceutical company having a reported

common equity market capitalization of approximately $22.3 billion as of December 31, 2024. Biogen leases approximately

300,000 RSF of facility space from the Company in the Greater Boston region, generating approximately $13.3 million in

annual rental revenue to the Company as of December 31, 2024. Dr. Freire was not involved in the negotiation of the lease,

which was entered into between Biogen and the Company before Dr. Freire joined the Biogen board of directors. Aside from

her general oversight duties as a Biogen director, Dr. Freire has no role in lease negotiation or facilities management for

Biogen. The annual lease payments under the lease represent less than 0.14% of Biogen’s annual revenues reported for fiscal

year ended December 31, 2024. For these reasons, the Board concluded that Dr. Freire’s interest in the lease is not a material

relationship or interest that affects her independence as a director of the Company.

In making its independence determination with respect to Michael A. Woronoff, the Board considered Mr. Woronoff’s

position as a partner of Kirkland & Ellis LLP (“K&E”), an international law firm with over 3,500 lawyers, including over 500

equity partners. K&E leases office space from the Company for a local office in the San Francisco Bay Area region for an

annual base rent of approximately $2.6 million as of December 31, 2024. Neither Mr. Woronoff nor the Company was involved

in the negotiation of the lease, which was entered into between K&E and the former owner of the building in which the leased

space is located before Mr. Woronoff joined K&E and before the Company acquired the building. Mr. Woronoff is not a resident

of the leased office, and his duties do not include lease negotiation or facilities management. The annual lease payments

under this lease represent less than 0.1% of K&E’s reported annual revenues, and Mr. Woronoff’s individual share of any

interest in the lease is further diluted by the fact that he is a single lawyer in this large law firm. For these reasons, the Board


2025 Proxy Statement	19

CORPORATE GOVERNANCE MATTERS (continued)

concluded that Mr. Woronoff’s interest in the lease is not a material relationship or interest that affects his independence as a

director of the Company.

Annual Elections of Directors by Majority Vote

Directors are elected each year at the annual meeting of stockholders to serve until the next annual meeting of

stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Bylaws

provide that, except in a contested election (an election where there are more nominees for election than the number of

directors to be elected), a nominee for director may be elected as a director only if he or she receives the affirmative vote of a

majority of the total votes cast “for” or “against” the nominee at a meeting of stockholders duly called and at which a quorum is

present. In a contested election, directors are elected by a plurality of the votes cast at a meeting of stockholders duly called

and at which a quorum is present.

Under Maryland law, if an incumbent director is not reelected in an uncontested election at a meeting of stockholders

at which he or she stands for reelection, then the incumbent director continues to serve as a holdover director until his or her

successor is duly elected and qualifies or until his or her earlier resignation or removal. Our Corporate Governance Guidelines

provide that if an incumbent director is not reelected due to his or her failure to receive a majority of the votes cast in an

uncontested election, the nominee must promptly tender his or her offer to resign to the Board for its consideration. The

Nominating & Governance Committee will consider the offer of resignation and will recommend to the Board whether to accept

the offer to resign. The Board will decide whether to accept the offer to resign and will publicly disclose its decision.

Information on the Board and Its Committees

Meetings and Attendance

The Board held seven meetings and took action on 15 other occasions by unanimous written consent in 2024. Each

of our directors attended at least 75% of the aggregate number of meetings held by (i) the Board during such director’s term of

service in 2024 and (ii) each committee for which such director served as a member in 2024. Mr. Marcus, as Executive

Chairman, generally presides over all meetings of the Board. The Board has an Audit Committee, a Compensation Committee,

a Nominating & Governance Committee, and a Life Science Committee, as well as a Pricing Committee to which the Board

has delegated certain authority with respect to the issuance of securities under the Company’s shelf registration statement.

The Company encourages each member of the Board to attend each annual meeting of the Company’s stockholders.

All of our directors serving on the Board at the time of the annual meeting of stockholders held on May 14, 2024 attended such

meeting in person.

Overboarding Policy

The overboarding policy set forth in our Corporate Governance Guidelines provides that no director should serve on

the board of directors of more than four other public companies. The Nominating & Governance Committee reviews our

overboarding policy as part of its annual review of our Corporate Governance Guidelines, and compliance with our

overboarding policy is reviewed at least annually by the Nominating & Governance Committee. All directors are currently

compliant with our overboarding policy.

Board Leadership Structure

As full-time Executive Chairman, Mr. Marcus’s role includes, among other things: overall oversight of the Company’s

executive management team, operational and risk management, financial and operating strategy, corporate brand, and

mission; leadership development, talent management, and culture; the performance of the Company’s operational excellence

initiatives; and responsibility for strategic corporate and regional growth, among others.

The Board continues to believe that Mr. Marcus is currently the director best suited to lead the full Board in his role as

Executive Chairman because he is the director most familiar with the Company’s business and industry, and the director most

capable of effectively identifying strategic priorities and leading the development, evaluation, and execution of strategy.

Mr. Marcus has served as director of the Company since its inception in 1994, was Vice Chairman of the Board from 1994 until

his election as Chairman of the Board in 2007, and was responsible for directing its operations and developing and executing

its strategies as Chief Executive Officer from 1997 to 2018, a tenure that is longer and substantially more involved in Company

matters than that of any other individual. The Board believes that Mr. Marcus’s leadership skills have been critical to the growth

and success of the Company.


2025 Proxy Statement	20

CORPORATE GOVERNANCE MATTERS (continued)

Lead Director and Presiding Director for Executive Sessions

Steven R. Hash, the Lead Director and an independent director, is the presiding director for all executive sessions of

the independent directors. In the event that Mr. Hash is not available for any reason to preside over an executive session of

the independent directors, the remaining independent directors will designate another independent director to preside over any

executive session. As Lead Director, Mr. Hash’s duties, responsibilities, and authority include the following:

•Presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive

sessions of the non-management directors or the independent directors, as the case may be;

•Providing input regarding information sent to the Board and the agenda for board meetings to ensure that there is

sufficient time for discussion of all agenda items;

•Having the authority to call meetings of the independent directors;

•Making himself available for consultation and direct communication with the Company’s stockholders upon

request; and

•Fulfilling such other duties and responsibilities as the Board may determine from time to time.

The Board’s Role in Corporate Strategy

The Board and its committees are actively involved in overseeing, reviewing, and guiding the Company’s corporate

strategy. In addition to business performance, opportunities, and risks, the Board also discusses long-range strategic issues,

including corporate and regional growth, multiyear plans, investments, and capital allocation, including with management

formally and informally, and during executive sessions of the Board as appropriate. The Board also seeks to ensure it has

appropriate processes in place to enable directors to contribute effectively to discussions regarding corporate strategy and

risk, including through robust director onboarding, orientation, continuing education, and industry and business updates.

The Board’s Role in Risk Oversight

The Board oversees the management of the Company’s risks. The Board reviews information regarding the

Company’s credit, liquidity, and operations, including the risks associated with each, as well as cybersecurity and climate-

related risks. The Audit Committee oversees the management of financial and other systemic risks, including cybersecurity

and climate-related risks. The Nominating & Governance Committee oversees risks associated with the structure and

composition of the Board, potential conflicts of interest, and the Company’s overall corporate governance structures and

procedures. The Compensation Committee oversees the management of risks relating to the Company’s personnel, including

executive compensation plans and arrangements, as well as matters related to talent management. While each committee is

responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is informed about such

risks.

Audit Committee

The Audit Committee consists of Directors Klein (Chair), Hash, and Woronoff. The Audit Committee held eight

meetings during 2024. Each member has been determined by the Board to be an independent director in accordance with the

applicable NYSE listing standards and applicable law. The Audit Committee is directly responsible for the appointment,

compensation, and oversight of the work of the independent registered public accountants that audit the Company’s financial

statements, and of the Company’s internal audit function. In addition, the Audit Committee discusses the scope and results of

the audit with the independent registered public accountants, reviews the Company’s interim and year-end operating results

with management and the independent registered public accountants, considers the adequacy of the Company’s internal

accounting controls and audit procedures, and preapproves all engagements with the Company’s independent registered

public accountants, including both audit and non-audit services. The limitations inherent in the oversight role of a committee of

the Board, however, do not provide the Audit Committee with a basis independent of management and the Company’s

independent registered public accountants to determine that accounting and financial reporting principles and policies have

been appropriately applied by management or that the Company’s internal control procedures designed to ensure compliance

with accounting standards and applicable laws and regulations have been appropriately implemented. The Audit Committee

also reviews and recommends to the Board any changes that may be required to the Company’s Business Integrity Policy

(described further under “Business Integrity Policy” on page 16). The charter of the Audit Committee is available at https://

investor.are.com/corporate-governance/disclosure.


2025 Proxy Statement	21

CORPORATE GOVERNANCE MATTERS (continued)

Nominating & Governance Committee

The Nominating & Governance Committee consists of Directors Cain (Chair), Freire, and Woronoff, each of whom

has been determined by the Board to be an independent director in accordance with the applicable NYSE listing standards. In

2024, the Nominating & Governance Committee held five meetings. The Nominating & Governance Committee is responsible

for, among other things, making recommendations to the Board with respect to corporate governance policies, reviewing and

recommending changes to our Corporate Governance Guidelines, and deciding whether to approve related-person

transactions. As we describe in more detail under “Board Composition and Nomination Process” above, the Nominating &

Governance Committee recommends candidates to the Board for nomination for election as directors of the Company. The

Nominating & Governance Committee also recommends candidates for appointment as members of the committees of the

Board. The charter of the Nominating & Governance Committee is available at https://investor.are.com/corporate-

governance/disclosure.

Compensation Committee

The Compensation Committee consists of Directors Hash (Chair), Cain, and Klein, each of whom has been

determined by the Board to be an independent director in accordance with the applicable NYSE listing standards. In 2024, the

Compensation Committee held six meetings and took action on 15 occasions by unanimous written consent. The

Compensation Committee has the authority to review and approve compensation arrangements, grant annual incentive

awards for executive officers and other employees of the Company, adopt and amend employment agreements for executive

officers and other employees of the Company, and administer the Company’s equity and other incentive plans. The charter of

the Compensation Committee is available at https://investor.are.com/corporate-governance/disclosure.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee in 2024 had any relationship or transaction required to be disclosed

pursuant to Item 407(e)(4) of Regulation S-K promulgated under the Exchange Act.

Life Science Committee

The Life Science Committee consists of Directors Freire (Chair), Aldridge, Cain, Feldmann, Marcus, McGrath, and

Woronoff, each of whom (other than Mr. Marcus) has been determined by the Board to be an independent director in

accordance with the applicable NYSE listing standards. Mr. Marcus is not considered to be an independent director under the

applicable NYSE listing standards. The Life Science Committee is not mandated by the applicable NYSE listing standards and

is thus not required to consist entirely or primarily of independent directors. The Board determined to include Mr. Marcus due

to his long, close, and real-time experience and familiarity with key industry participants and developments and his ability to

liaise with these participants and the Company’s in-house science team on a regular basis. The Life Science Committee held

one meeting in 2024.

The primary purpose of the Life Science Committee is to inform and advise the Board on current trends in the life

science, agtech, and technology industries, including key policy changes, capital markets, regional cluster updates, and other

strategic initiatives that impact the Company’s real estate business. With rapidly developing scientific and technological

breakthroughs on the one hand, and with increasing scrutiny from the capital markets, private investors, policymakers, and

other stakeholders on the other, it is critical that the Board be kept well informed about external factors that could impact the

Company’s world-class business platform. The Board also recognizes that companies in the Company’s key markets have

specialized needs that extend beyond traditional office and laboratory space, as the Company creates and grows ecosystems

and clusters that ignite and accelerate the world’s leading innovators in their noble pursuit to advance human health by curing

disease and improving nutrition. As life science industry sectors continue to converge, it will also be a key role of the Life

Science Committee to help guide the Board on new ways to capitalize on their intersection in order to continue to capture the

highest-quality tenant base and deliver mission-critical spaces for these companies to succeed. The Life Science Committee

works closely with the Company’s internal life science professionals to accumulate the market knowledge and technical

intelligence necessary to advise the Board and guide the Company’s strategy in this area.


2025 Proxy Statement	22

PROPOSAL 1 — ELECTION OF DIRECTORS

Stockholders will be asked at the 2025 Annual Meeting to elect eight directors who will constitute the full Board. Each

elected director will hold office until the next annual meeting of stockholders and until each director’s successor is duly elected

and qualifies or until his or her earlier resignation or removal. If, for any reason, any nominee becomes unavailable to serve —

an event the Board does not anticipate — proxies will be voted for the election of the person, if any, designated by the Board to

replace the unavailable nominee.

The following eight persons have been nominated by the Board for election to the Board: Joel S. Marcus, Steven R.

Hash, Claire Aldridge, PhD, Ambassador James P. Cain, Maria C. Freire, PhD, Richard H. Klein, Sheila K. McGrath, and

Michael A. Woronoff. All the nominees are incumbent directors. Additional information about these nominees is provided in the

table and biographical information that follow.

Required Vote and Board’s Recommendation

Pursuant to our Bylaws, each director nominee will be elected at the 2025 Annual Meeting if he or she receives the

affirmative vote of a majority of the total votes cast with respect to his or her election (that is, the number of votes cast “for” the

nominee must exceed the number of votes cast “against” the nominee).

Under Maryland law, if an incumbent director is not reelected in an uncontested election at a meeting of stockholders

at which he or she stands for reelection, then the incumbent director continues to serve as a holdover director until his or her

successor is elected and qualifies or until his or her earlier resignation or removal. Our Corporate Governance Guidelines

provide that if an incumbent director is not reelected due to his or her failure to receive a majority of the votes cast in an

uncontested election, the nominee must promptly tender his or her offer to resign to the Board for its consideration. The

Nominating & Governance Committee will consider the offer of resignation and will recommend to the Board whether to accept

the offer to resign. Thereafter, the Board will decide whether to accept the offer to resign and will publicly disclose its decision.

The Board unanimously recommends a vote FOR each of the named nominees.


2025 Proxy Statement	23

DIRECTORS AND EXECUTIVE OFFICERS

Background of Directors

This section sets forth certain information concerning the nominees to the Board, all of whom are incumbent directors

of the Company. The information presented below regarding each nominee’s specific experience, expertise, qualifications,

attributes, and skills led the Board to the conclusion that he or she should serve as a director; additionally, the Board believes

that all its director nominees have reputations for integrity, honesty, and adherence to high ethical standards and that each has

demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the

Company and the Board.


Name	Age	Position
Joel S. Marcus ....................................................	77	Executive Chairman and Founder of the Company
Steven R. Hash ...................................................	60	Lead Director
Claire Aldridge, PhD ...........................................	55	Director
James P. Cain .....................................................	67	Director
Maria C. Freire, PhD ..........................................	70	Director
Richard H. Klein ..................................................	69	Director
Sheila K. McGrath ..............................................	60	Director
Michael A. Woronoff ...........................................	64	Director


2025 Proxy Statement	24

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Joel S. Marcus, JD, CPA, is the full-time Executive Chairman and Founder of Alexandria, a real estate investment trust (“REIT”) that pioneered life science real estate and transformed it from a specialty niche to an important mainstream asset class. Alexandria is the preeminent, largest, and longest-tenured owner, operator, and developer uniquely focused on collaborative Megacampus™ ecosystems in AAA life science innovation cluster locations. Prior to April 2018, Mr. Marcus served as the Company’s Chairman, Chief Executive Officer, and President. Since co-founding the Company in 1994 as a garage startup with $19 million in Series A capital, Mr. Marcus has led the remarkable growth of Alexandria into an S&P 500® company that has become the leading REIT focused on the life science industry, with a total market capitalization of $29.0 billion and an operating asset base in North America of 39.8 million RSF as of December 31, 2024. From its IPO in May 1997 through December 31, 2024, Alexandria has generated an outstanding total shareholder return of 1,199%. Alexandria was named the NAIOP 2019 Developer of the Year and has earned seven Gold and eight overall Nareit Investor CARE (Communications and Reporting Excellence) Awards in recognition of superior investor communications among REITs. During Mr. Marcus’s more than three decades leading Alexandria, he has built a best-in-class company with a differentiated business model and a unique mission ― to create and grow life science ecosystems and clusters to advance human health ― that continue to distinguish Alexandria from all other REITs. Guided by Alexandria’s mission, Mr. Marcus established four strategic and integrated verticals encompassing real estate, venture investments, thought leadership, and corporate responsibility that together catalyze life-changing innovation and drive positive change for the benefit of human health and society. In recognition of the Company’s outstanding track record across all aspects of its one-of-a-kind, mission-driven business, renowned author and business strategist Jim Collins has said, “Alexandria has achieved the three outputs that define a great company: Superior Results, Distinctive Impact, and Lasting Endurance.” Mr. Marcus has accelerated Alexandria’s extraordinary growth through the tremendous execution of its visionary ecosystem-building and cluster development strategy in key locations, including Greater Boston, the San Francisco Bay Area, San Diego, Seattle, Maryland, Research Triangle, and New York City. Mr. Marcus also founded and continues to lead Alexandria Venture Investments, the Company’s strategic venture capital platform. Since the platform’s inception in 1996, it has actively invested in disruptive life science companies that are advancing transformative new modalities, platforms, and innovative medicines to meaningfully improve human health. Mr. Marcus introduced the Company’s thought leadership vertical in 2011 when he co-founded the renowned Alexandria Summit®. Established to serve as a highly collaborative, neutral platform, the Alexandria Summit convenes a world- class network of visionary stakeholders to explore the most important issues facing human health and leverage its powerful collective voice to foster impactful collaborations and shape policy. Mr. Marcus also leads Alexandria’s corporate responsibility initiatives, which aim to develop and implement scalable, long-term solutions to some of the nation’s most urgent challenges, including disease and other threats to human health, hunger and food insecurity, deficiencies in support services for the military and their families, opioid addiction, disparities in educational opportunities, mental health crisis, and homelessness. To reverse the trajectory of the opioid epidemic, Mr. Marcus and Alexandria partnered with Verily, an Alphabet company, to pioneer OneFifteen, an innovative, non-profit data-driven healthcare ecosystem providing the full continuum of evidence-based care to help people live healthy, addiction-free lives. He has also been deeply engaged with several highly impactful local and national non-profit organizations for many years, including through his service on the board of directors of the 9/11 Memorial & Museum, Emily Krzyzewski Center, National Medal of Honor Museum, Navy SEAL Foundation, Office of Strategic Services Society, and TOPGUN Association. Mr. Marcus’s significant philanthropic contributions have been widely recognized, including with an honor by the 9/11 Memorial & Museum for Distinction in Civic Engagement and Renewal. Prior to co-founding Alexandria, Mr. Marcus had an extensive legal career specializing in corporate finance and capital markets, venture capital, and mergers and acquisitions. During that time, he acquired expertise in the biopharmaceutical industry and was one of the principal architects of Kirin- Amgen, Inc., the trailblazing joint venture established in 1984. He was also a practicing certified public accountant and tax manager at Arthur Young & Co., with a focus on the financing and taxation of REITs.


2025 Proxy Statement	25

DIRECTORS AND EXECUTIVE OFFICERS (continued)

Mr. Marcus has served on the board of directors of a biopharmaceutical company Intra-Cellular

Therapies, Inc. (NASDAQ: ITCI), from 2006 to 2025. He also served as a director of Atara

Biotherapeutics, Inc. (NASDAQ: ATRA), a clinical-stage biopharmaceutical company, from 2014 to 2019;

MeiraGTx Holdings plc (NASDAQ: MGTX), a clinical stage gene therapy company, from 2015 to 2022;

Frequency Therapeutics, Inc. (now Korro Bio, Inc.; NASDAQ: KRRO), a clinical-stage biotechnology

company, from 2018 to 2023; and Applied Therapeutics, Inc. (NASDAQ: APLT), a clinical-stage

biopharmaceutical company, from 2017 to 2024.

Mr. Marcus received the inaugural Bisnow Life Sciences Icon & Influencer Award in September

2024. This prestigious award highlights his and Alexandria’s significant long-term contributions to and

lasting impact on the life science real estate sector and broader life science industry. He was also named

one of Real Estate Forum’s 2017 Best Bosses in commercial real estate and was previously a recipient

of the EY Entrepreneur of The Year Award (Los Angeles – Real Estate).

Mr. Marcus received his undergraduate and Juris Doctor degrees from the University of

California, Los Angeles. Mr. Marcus’s qualifications to serve on the Board include his 52 years of

experience in the real estate and life science industry, including three years as the Company’s Chief

Operating Officer prior to the Company’s initial public offering in May 1997, 21 years of operating

experience as the Company’s Chief Executive Officer, and seven years as the Executive Chairman.

Since 1994, Mr. Marcus has accumulated over 30 years of experience serving as a director of the

Company. He was also Vice Chairman of the Board from the Company’s inception until his election as

Chairman of the Board.


	Steven R. Hash has served as a director since December 2013 and has served as Lead Director since March 2016. Mr. Hash is the prior President and Chief Operating Officer, and Co-Founder of Renaissance Macro Research, LLC, an equity research and trading firm focused on macro research in the investment strategy, economics, and Washington policy sectors, which he co-founded in 2012 and for which he served as the President and Chief Operating Officer until April 2020, and as a consultant until December 2020. Between 1993 and 2012, Mr. Hash held various leadership positions with Lehman Brothers (and its successor, Barclays Capital), including Global Head of Real Estate Investment Banking from 2006 to 2012, Chief Operating Officer of Global Investment Banking from 2008 to 2011, Director of Global Equity Research from 2003 to 2006, Director of U.S. Equity Research from 1999 to 2003, and Senior Equity Research Analyst from 1993 to 1999. From 1990 to 1993, Mr. Hash held various positions with Oppenheimer & Company’s Equity Research Department, including senior research analyst. He began his career in 1988 as an auditor for the accounting and consulting firm of Arthur Andersen & Co. He has served as a director of The Macerich Company (NYSE: MAC) since May 2015 (and is currently Non-Executive Chairman of the board of directors), as the lead director of Nuveen Global Cities REIT, Inc., a non-traded REIT, since January 2018, and as a director of DiamondPeak Holdings Corp. (NASDAQ: DPHC) from February 2019 to October 2020. Mr. Hash received a Bachelor of Arts degree in Business Administration from Loyola University and a Master of Business Administration degree from the Stern School of Business at New York University. Mr. Hash’s qualifications to serve on the Board include his financial expertise and extensive knowledge of the real estate industry, which he acquired from various positions, including his former positions as Global Head of Real Estate Investment Banking with Lehman Brothers (and its successor, Barclays Capital) and President and Chief Operating Officer of Renaissance Macro Research, LLC.


2025 Proxy Statement	26

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Claire Aldridge, PhD, has served as a director since March 2025. Dr. Aldridge currently serves on the Scientific Advisory Board of Colossal Biosciences Inc. and on the board of directors of 4E Therapeutics, Inc. Previously, Dr. Aldridge was the Chief Strategy Officer of Form Bio, Inc., the first spinout from the de-extinction and biodiversity company Colossal Biosciences Inc., from July 2022 to August 2024. At Form Bio, Inc., Dr. Aldridge led the integration of artificial intelligence (AI) and machine learning into genomic analysis and advanced therapeutics programs, such as gene therapy, biological sequence alignment, and directed evolution to accelerate the development of safe and effective new medicines. She also oversaw the generation of vast proprietary datasets needed to train sophisticated AI models. Dr. Aldridge also previously served as Senior Vice President, Chief of Staff and Business Operations at Taysha Gene Therapies, Inc. (NASDAQ: TSHA) from July 2021 to April 2022; as Associate Vice President of Commercialization and Business Development at The University of Texas Southwestern Medical Center from April 2019 to February 2021; and as Vice President, Venture Development at Remeditex Ventures from July 2011 to April 2019. Dr. Aldridge sits on the Product Development Advisory Committee of the Cancer Prevention and Research Institute of Texas (CPRIT), the $6 billion state agency established to help Texans conquer cancer through research, prevention, and commercialization. She is also a founding advisor for Nucleate Texas, a non-profit organization empowering the next generation of biotechnology leaders. Additionally, she participates in Duke University’s Entrepreneurial Leaders Network, which consists of a select group of Duke students and alumni who are focused on translating Duke discoveries into innovative startups, and is Past Chair of the Industrial Advisory Board of the Department of Bioengineering at The University of Texas at Dallas. In April 2023, Dr. Aldridge was named one of Forbes’ 10 women leading the synthetic biology revolution. Dr. Aldridge received her PhD from Duke University in the Department of Immunology and the Program in Genetics and Genomics and her Bachelor of Science degree in Biomedical Science from Texas A&M University. Dr. Aldridge's qualifications to serve on the Board include her 25 years of experience in the biotechnology and life science industries, her venture capital investment expertise, and her leadership in training and integrating AI and machine learning into genomic analysis and advanced therapeutics programs.


	Ambassador James P. Cain has served as a director since December 2015. He is the Managing Partner of Cain Global Partners, LLC, a company that provides a vital link between the developed and emerging markets of the world by utilizing its network of diplomatic, political, and corporate resources. As a partner at Cain Global Partners, Ambassador Cain works with North American and European companies to expand their operations into international markets (such as Asia, Latin America, Eastern Europe, and the Middle East), as well as to support economic development and public policy interests. His career has spanned the fields of leadership, law, business, sports, and international diplomacy, and he has mastered the skills of building lasting relationships as well as strong ecosystems. Ambassador Cain’s unique combination of expertise and passion for business and leadership has been instrumental in his role in developing the Research Triangle Park innovation cluster. For 20 years, Ambassador Cain was a partner at the international law firm of Kilpatrick Townsend & Stockton LLP (formerly known as Kilpatrick Stockton), where he co-founded the firm’s Raleigh office in 1985. He continues to serve as counsel to Kilpatrick Townsend & Stockton. From 2000 to 2002, Ambassador Cain served as the President and Chief Operating Officer of the NHL Carolina Hurricanes and its parent company, Gale Force Holdings. Later, during his tenure as the U.S. Ambassador to Denmark, a position for which he was nominated by President George W. Bush on June 30, 2005 (to serve until January 2009), Ambassador Cain called upon not only his leadership and relationship-building skills but also his experience from his time working with the Carolina Hurricanes. As Ambassador, he oversaw the 13 agencies of the American government that composed the U.S. Embassy in Copenhagen, where he focused his energies on areas of national security, counter-terrorism, energy security, commerce, and investment. He received his Bachelor of Arts and Juris Doctor degrees from Wake Forest University. Ambassador Cain’s qualifications to serve on the Board include his extensive leadership and relationship-building skills, which he acquired from various positions, including his current position as managing partner of Cain Global Partners, LLC, his former positions as a partner at Kilpatrick Townsend & Stockton LLP and U.S. Ambassador to Denmark, as well as his broad management, legal, and business experience.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Maria C. Freire, PhD, has served as a director since April 2012. From November 2012 until September 2021, Dr. Freire served as the President and Executive Director, and a member of the board of directors, of The Foundation for the National Institutes of Health (“FNIH”), a Congressionally authorized independent organization that draws together the world’s foremost researchers and resources in support of the mission of the National Institutes of Health (“NIH”). Prior to her appointment to the FNIH, Dr. Freire was the President and a member of the board of directors of the Albert and Mary Lasker Foundation, a non-profit organization that bestows the Lasker Awards in basic and clinical science and advocates for medical research. From 2001 to 2008, Dr. Freire served as President and Chief Executive Officer of the Global Alliance for TB Drug Development, a public-private partnership that develops better, faster-acting, and affordable drugs to fight tuberculosis. An expert in technology commercialization, she directed the Office of Technology Transfer at the NIH from 1995 to 2001 and served as a commissioner on the World Health Organization’s Commission on Intellectual Property Rights, Innovation and Public Health. Dr. Freire obtained her Bachelor of Science degree from the Universidad Peruana Cayetano Heredia in Lima, Peru, and her PhD in Biophysics from the University of Virginia; she completed post- graduate work in Immunology and Virology at the University of Virginia and the University of Tennessee. She is currently a director at Exelixis, Inc. (NASDAQ: EXEL) and Biogen (NASDAQ: BIIB) and was previously a director at Koneksa Health Inc. She has previously served on the Science Board of the Food and Drug Administration and as a member of the Commission on a Global Health Risk Framework for the Future of the Institute of Medicine, among others. Her awards include the Department of Health and Human Services Secretary’s Award for Distinguished Service, the Arthur S. Flemming Award, the Bayh- Dole Award, the 2017 Washington Business Journal’s “Women Who Mean Business” Award, the 2017 Gold Stevie Award for “Woman of the Year,” and NonProfit PRO’s 2019 “Executive of the Year” Award. Dr. Freire is a member of the U.S. National Academy of Medicine and the Council on Foreign Relations. Dr. Freire’s qualifications to serve on the Board include her technical scientific expertise and her broad base of experience in the pharmaceutical and biotechnology industries, including her extensive experience in technology commercialization. In addition, her involvement with a wide range of not-for-profit medical research organizations provides her with a wealth of relationships in the medical research community, as well as a user’s perspective on the needs of major research organizations in key industry sectors within the Company’s tenant base.


	Richard H. Klein, CPA, has served as a director since December 2003. Mr. Klein has a diverse background spanning more than 30 years as a senior advisor to a variety of domestic and international businesses, with a particular focus on real estate organizations. He currently serves as Chief Financial Officer of Industrial Realty Group, LLC, a privately held owner and developer of commercial and industrial properties with a 110 million SF portfolio located throughout the United States. From 2012 to 2015, Mr. Klein served as an independent business consultant. In 2003, Mr. Klein founded Chefmakers Cooking Academy LLC, which provided culinary education services and experiences and for which he served as Chief Executive Officer through 2011. From 1984 to 2000, Mr. Klein was with Ernst & Young LLP and a predecessor firm, Kenneth Leventhal & Company. From 1978 to 1983, Mr. Klein provided tax consulting and auditing services for PwC. At these firms, Mr. Klein served in a variety of capacities, including as partner in the REIT Advisory Practice, the Financial Restructuring and Insolvency Practice, and the Public Relations and Practice Development Department. Mr. Klein is a certified public accountant in the State of California. He received his Bachelor of Science degree in Accounting and Finance from the University of Southern California. Mr. Klein’s qualifications to serve on the Board include his extensive experience and knowledge of the real estate industry, and REITs in particular, and the accounting and financial expertise he developed as a certified public accountant and partner of Ernst & Young LLP.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Sheila K. McGrath has served as a director since December 2023. Ms. McGrath was a senior managing director at Evercore ISI covering U.S. equity REITs, real estate operating companies, and Mexican real estate investment vehicles, or FIBRAs, from 2012 until 2022. Prior to joining Evercore ISI, she was managing director and sector head for REIT research at Keefe, Bruyette & Woods for five years and was a member of the firm’s Research Review Committee and Leadership Committee. Between 1994 and 2007, Ms. McGrath covered REITs and real estate operating companies as an equity research analyst at several firms, including Smith Barney and UBS. She began her career as a commercial real estate appraiser valuing various commercial real estate properties across most property sectors and conducting feasibility studies for new development projects. Ms. McGrath is currently a director at Granite Point Mortgage Trust Inc. (NYSE: GPMT), Mid-America Apartment Communities Inc. (NYSE: MAA), and New Mountain Net Lease Trust. She is also an active member of Nareit, where she currently serves on the Advisory Board of Governors and the Real Estate Investment Advisory Council and previously served on the Best Financial Practices Council. Ms. McGrath also serves on the board of advisors of the Rutgers Business School’s Center for Women in Business, of which she was a founding member. She received her Bachelor of Arts degree in Economics from Lafayette College and her Master of Business Administration degree in Finance from Rutgers University. Ms. McGrath’s qualifications to serve on the Board include her technical financial expertise and broad base of experience in the real estate industry, including her extensive knowledge in equity REITs and commercial real estate, which she acquired from various positions, including her most recent position as a senior managing director at Evercore ISI. She also serves on the board of directors of commercial real estate finance company Granite Point Mortgage Trust Inc. and on several advisory boards of Nareit.


	Michael A. Woronoff has served as a director since July 2017. Currently a Partner at Kirkland & Ellis LLP, he advises clients on a variety of corporate and securities law matters, including SEC reporting obligations, corporate governance, and strategic alliances. The Daily Journal named him nine times as one of the “Top 100 Lawyers in California.” Prior to joining K&E in 2019, he was a partner at Proskauer Rose LLP, head of Proskauer’s Los Angeles office, co-head of its international Private Equity/ M&A group, and a member of the firm’s executive committee. Prior to joining Proskauer in 2004, Mr. Woronoff co-founded and was a principal of Shelter Capital Partners, a Southern California-based private equity fund that invested in technology and technology-enabled businesses. Prior to joining Shelter in 2000, Mr. Woronoff was a partner of Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law for 15 years. For over 20 years, he has lectured at UCLA’s School of Law, where he developed and teaches the popular course, “Venture Capital and the Start-Up Company.” Mr. Woronoff serves as a member of the Board of Trustees of Commentary magazine; a director and Chair of the finance committee of the non-profit Alliance College-Ready Public Schools Foundation; a member of the Leadership Cabinet of the Board of Governors of Cedars-Sinai, a non-profit academic healthcare organization; and a Business Fellow and member of the Dean’s Advisory Council of the Mitchell E. Daniels, Jr. School of Business at Purdue University. He received a Juris Doctor degree from the University of Michigan Law School and both a Master of Science in Industrial Administration and a Bachelor of Science in Industrial Management from Purdue University. Mr. Woronoff’s qualifications to serve on the Board include his management and financial expertise and extensive knowledge of the corporate and securities law, SEC reporting, corporate governance, and strategic alliances, which he acquired from various positions, including his current position as a partner of K&E, and his former positions as a principal of Shelter and as a partner of both Proskauer and Skadden. He has also served on the boards of directors of several start-up and emerging companies, including AccessDNA, TransDimension, and u-Nav Microelectronics.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)

Background of Executive Officers

This section sets forth information regarding our executive officers as of April 2, 2025.


Name	Age	Position	Years With the Company
Joel S. Marcus ..........................	77	Executive Chairman and Founder		31
Peter M. Moglia .........................	58	Chief Executive Officer and Chief Investment Officer		27
Daniel J. Ryan ...........................	59	Co-President and Regional Market Director – San Diego		22	(1)
Hunter L. Kass ..........................	42	Co-President and Regional Market Director – Greater Boston		7
Marc E. Binda ............................	49	Chief Financial Officer and Treasurer		20
Lawrence J. Diamond ..............	66	Co-Chief Operating Officer and Regional Market Director – Maryland		26
Joseph Hakman ........................	54	Co-Chief Operating Officer and Chief Strategic Transactions Officer		18
John Hart Cole ..........................	39	Executive Vice President – Capital Markets/Strategic Operations and Co-Regional Market Director – Seattle		10
Jackie B. Clem ..........................	56	General Counsel and Secretary		19
Gary D. Dean ............................	53	Executive Vice President – Real Estate Legal Affairs		20
Andres R. Gavinet ....................	56	Chief Accounting Officer		12
Orraparn C. Lee ........................	42	Executive Vice President – Accounting		15
Kristina A. Fukuzaki-Carlson ...	50	Executive Vice President – Business Operations		19
Madeleine T. Alsbrook ..............	42	Executive Vice President – Talent Management		13

(1)Including eight years with Veralliance Properties, Inc., certain assets of which were acquired by the Company in 2010.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Joel S. Marcus – Refer to “Background of Directors” above.


	Peter M. Moglia has served as Chief Executive Officer since July 2022 and as Chief Investment Officer since September 2023. He previously served as Co-Chief Executive Officer from April 2018 through July 2022, as Co-Chief Investment Officer from May 2018 through September 2023, and as Chief Investment Officer from January 2009 through April 2018, and has been serving the Company in many important capacities since April 1998. From April 2003 through December 2008, he was responsible for the management of the Company’s Seattle region asset base and operations. From 1998 to 2003, Mr. Moglia’s responsibilities were focused on underwriting, acquisitions, and due diligence activities. Prior to joining the Company, he served as an Analyst for Lennar Partners, Inc., a diversified real estate company, where his responsibilities included underwriting and structuring direct and joint venture real estate investments. Mr. Moglia began his real estate career in the Management Advisory Services group within the Kenneth Leventhal & Co. Real Estate Group, where he spent six years providing valuation, feasibility, financial modeling, and other analytical services to real estate developers, financial institutions, pension funds, and government agencies. Mr. Moglia serves on the Nareit Advisory Board of Governors and on the boards of Team Prime Time and Chaminade College Preparatory. He received his Bachelor of Arts degree in Economics from the University of California, Los Angeles.


	Daniel J. Ryan has served as Co-President and Regional Market Director – San Diego since September 2023. Mr. Ryan previously served the Company as Co-Chief Investment Officer from May 2018 to September 2023, as Executive Vice President – Regional Market Director – San Diego from May 2012 to September 2023, and as Senior Vice President – Regional Market Director – San Diego & Strategic Operations from June 2010, when the Company acquired certain assets of Mr. Ryan’s company, Veralliance Properties, Inc., to May 2012. During his tenure with the Company, Mr. Ryan has been responsible for the management of the Company’s San Diego region asset base and operations, as well as involved with developments, redevelopments, joint ventures, financing, leasing, and other strategic opportunities outside the San Diego region. Prior to joining the Company, Mr. Ryan was Chief Executive Officer of Veralliance, a commercial real estate developer, which he founded in 2002. Veralliance owned, managed, developed, and leased an approximately $1 billion portfolio primarily consisting of life science assets in the greater San Diego region. Veralliance had significant institutional equity partners, including a REIT, Prudential Real Estate Investors, and UBS. Prior to 2002, Mr. Ryan worked in the commercial real estate industry in Southern California. He was a founding principal of Pacific Management Services, Inc., a commercial developer focused on value-add transactions in the greater San Diego area, including life science, office, industrial, and multifamily transactions. Mr. Ryan is a board member of Curebound, a San Diego-based non-profit that raises and invests strategic funding in translational cancer research projects, and the San Diego Economic Development Corporation, a non- profit regional body that mobilizes business, government, and civic leaders to maximize economic growth. He is also a member of the NAIOP and the Urban Land Institute, both public policy organizations focused on public advocacy of the built environment. Mr. Ryan received his Bachelor of Science degree in Economics, cum laude, from the University of Wisconsin–Madison and was admitted to Omicron Delta Epsilon, the honor society for excellence in achievement in the study of economics.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Hunter L. Kass has served as Co-President and Regional Market Director – Greater Boston since September 2023. Mr. Kass previously served as Executive Vice President – Regional Market Director – Greater Boston from January 2021 to September 2023 and as Senior Vice President – Strategic Market Director – Greater Boston from October 2019 to January 2021, and he has been with the Company since 2018. In these roles, Mr. Kass has been focused on the Company’s strategic growth through leadership of the Greater Boston development team and acquisitions and transactions, responsible for the management of the Company’s Greater Boston region asset base and operations, and been involved with joint ventures, financing, leasing, and other strategic opportunities outside the Greater Boston region. Prior to joining the Company, Mr. Kass worked at MIT’s Endowment (“MITIMCo”) as a Senior Investment Associate, then a Senior Real Estate Officer, and ultimately an Associate Director in the Transaction Group of the Direct Real Estate Team. During his six-year tenure at MITIMCo, Mr. Kass was a leader in the team that executed over 1 million SF of leasing, completed multiple capital market transactions that in total exceeded $2 billion, and supported the entitlement and permitting of several million SF in Cambridge, Massachusetts. Mr. Kass received his Bachelor of Arts degree from the University of Virginia, a Master of Business Administration from Babson College, and a Master of Science degree from the Center for Real Estate at the Massachusetts Institute of Technology.


	Marc E. Binda has served as Chief Financial Officer since September 2023 and Treasurer since April 2018. Mr. Binda previously served as Executive Vice President – Finance from June 2019 to September 2023, Senior Vice President – Finance from April 2012 to June 2019, and in other capacities from January 2005 to April 2012. Since joining the Company, Mr. Binda has served in a variety of positions of increasing responsibility within the finance and accounting functions. Mr. Binda oversees the Company’s treasury strategies and risk management, financial projections, capital planning, debt financing, and other capital market transactions and provides business and technical advice on unique and complex real estate, joint venture, and leasing transactions. Prior to joining the Company, Mr. Binda was a Financial Reporting Manager at Watt Centro Management JV, LP (“Watt”), where he was responsible for accounting, finance, and treasury matters, REIT compliance, debt compliance, and U.S. and Australian GAAP reporting. Prior to joining Watt, Mr. Binda was a manager in Ernst & Young LLP’s Real Estate Advisory Business Services group, where he served three publicly traded REITs and other public and private companies. Mr. Binda is a certified public accountant and received his Bachelor of Science degree in Accounting from California Lutheran University.


	Lawrence J. Diamond has served as Co-Chief Operating Officer since April 2018 and as Regional Market Director – Maryland since July 2005. Mr. Diamond previously served as Vice President – Asset Services, Mid-Atlantic Region from January 2000 to June 2005 and as Assistant Vice President – Asset Services from November 1998 to December 1999. Throughout his tenure with the Company, Mr. Diamond has been responsible for the management of the Company’s Maryland region asset base and operations. From January 1994 to November 1998, Mr. Diamond served as Director of Facility Services for Manor Care, Inc., where he was responsible for management of corporate real estate. From 1980 to 1994, Mr. Diamond’s real estate career was focused on regional Maryland management firms, starting with B.F. Saul Company. He has gained expertise in all phases of property management, accounting, leasing, and construction services. He previously served on Maryland’s Life Sciences Advisory Board. Mr. Diamond received his Bachelor of Science degree in Accounting/Business Administration from Frostburg State University.


	Joseph Hakman has served as Co-Chief Operating Officer since July 2020 and as Chief Strategic Transactions Officer since June 2019. Mr. Hakman previously served as Senior Vice President – Strategic Transactions from January 2016 to June 2019, as Vice President – Strategic Transactions from January 2013 to December 2015, as Assistant Vice President – Due Diligence & Financial Analysis from June 2009 to December 2012, and as Senior Director – Due Diligence & Financial Analysis from December 2006 to June 2009. At the Company, Mr. Hakman oversees property acquisitions and dispositions, due diligence activities, financial underwriting, and secured debt placement and contributes to the development of the strategy and business plan for each asset. Before joining the Company, Mr. Hakman was part of the Commercial Real Estate Finance Group at Colliers International. In this capacity, he was responsible for financial and project feasibility analyses, investment sales activities, and commercial real estate transaction structuring. Previously, Mr. Hakman was a Senior Consultant at PwC, where he headed a team that was responsible for performing due diligence with respect to the acquisition of commercial property and the securitization of loan portfolios. Prior to PwC, he was in the asset management division at American Realty Advisors, where he was responsible for the asset management of office, industrial, and land assets nationally. Mr. Hakman received his Bachelor of Science degree in Business Administration from Pepperdine University.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)


	John Hart Cole has served as Executive Vice President – Capital Markets/Strategic Operations and Co-Regional Market Director – Seattle of Alexandria Real Estate Equities, Inc. since January 2024. Mr. Cole previously served as Senior Vice President – Strategic Market Director – Seattle from October 2017 to December 2023 and as Vice President – Strategic Operations from March 2015 to October 2017. In his role as Co-Regional Market Director – Seattle, Mr. Cole focuses on the strategic growth of the Greater Seattle region, leading key acquisition and disposition initiatives, strategic development projects, and mission-critical asset management and operations, as well as supporting the region’s leasing efforts. Mr. Cole is also involved with corporate operational and capital allocation initiatives, including investor relations, acquisitions and dispositions, and capital markets management. Prior to joining Alexandria, Mr. Cole served as the Director of Operations for Surgical Care Affiliates (SCA), now a division of Optum. At SCA, he led the company’s surgical hospital division, which accounted for over $30 million in annual earnings for the company and its various partnerships. During his tenure as Director, Mr. Cole was responsible for all aspects of the division’s field operations, including managing top-line growth through strategic partnership development, acquisitions, active local partnership management, and systems development and application to optimize operations. He began his career as an analyst at Simon Property Group in Indianapolis. Mr. Cole received his Master of Business Administration degree with a focus on Finance from the University of Kentucky and his Bachelor of Science degree in Finance/Real Estate from Indiana University.


	Jackie B. Clem has served as General Counsel and Secretary since July 2020. Ms. Clem previously served as Senior Vice President – Real Estate Legal Affairs and Assistant Secretary from January 2015 to July 2020 and has been with the Company since 2006. Since joining the Company, Ms. Clem has overseen a vast array of complex domestic and international transactions; and has helped to develop and implement protocols and initiatives within the legal department and Company wide. Ms. Clem has over 20 years of commercial real estate and related legal experience. Ms. Clem previously practiced law in the real estate department of Paul, Hastings, Janofsky & Walker LLP in Los Angeles, where she specialized in acquisitions, dispositions, leasing, development, and other commercial real estate transactions, representing a variety of REITs, regional and national developers, retailers, and institutional investors. Ms. Clem received her Bachelor of Arts degree from the University of California, San Diego and her Juris Doctor degree from the University of California, Los Angeles, and is also a member of the California Bar. Throughout her career, Ms. Clem has been actively involved in a number of community organizations. She helped found Pasadena Education Network, a non-profit organization formed to promote family participation in public education in Pasadena, California and previously served on the board of the Pasadena Educational Foundation.


	Gary D. Dean has served as Executive Vice President – Real Estate Legal Affairs since July 2020. Mr. Dean joined the Company in 2004 and served as Senior Vice President – Real Estate Legal Affairs since January 2015 and has been responsible for real estate legal issues related to acquisitions, dispositions, leases, and operational matters. In addition, as FCPA and OFAC compliance officer, Mr. Dean oversees Alexandria’s compliance program and reviews and evaluates compliance issues and concerns within the organization. Mr. Dean has managed Alexandria’s vendor contracting process and is a key legal advisor to the Real Estate Development Legal department. Mr. Dean is a seasoned legal executive with over two decades of experience in commercial real estate and related fields, and he previously practiced law at Skadden, Arps, Slate, Meagher & Flom LLP in its Los Angeles and Tokyo offices. While at Skadden, Mr. Dean represented several publicly traded REITs and other institutional clients with investments in hotel, retail, office, residential, and mixed-use projects. Mr. Dean has a Bachelor of Arts degree in Political Science and a Juris Doctor degree from the University of California, Los Angeles.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Andres R. Gavinet has served as Chief Accounting Officer since June 2012. Mr. Gavinet oversees the Company’s accounting and financial reporting functions and the execution of capital market transactions. Prior to joining the Company, Mr. Gavinet was the Chief Accounting Officer at Ares Management, a global alternative asset manager. Previously, Mr. Gavinet served in senior finance and accounting positions in private and public real estate companies, including as Chief Financial Officer at Younan Properties, as Executive Vice President of Finance at Douglas Emmett, Inc., and as Chief Accounting Officer at Arden Realty, Inc. Mr. Gavinet began his career in the Assurance and Advisory Services group within the EY Kenneth Leventhal Real Estate Group, where he spent five years practicing as a certified public accountant and assisting clients with audit and attestation services related to REIT initial public offerings and debt and joint venture compliance. Mr. Gavinet received his Bachelor of Science degree in Accounting from California State University, Northridge.


	Orraparn C. Lee has served as Executive Vice President – Accounting since March 2022. Ms. Lee previously served as Senior Vice President – Accounting from January 2018 to March 2022 and has been with the Company since October 2009. Since joining the Company, Ms. Lee has been responsible for the oversight of the accounting operations team, including accounting for real estate transactions, joint venture operations, and venture investment portfolio. Throughout her tenure with the Company, Ms. Lee has also been deeply involved in developing controls and processes to assist our business teams with the growth and complexity of the Company. Prior to joining the Company, Ms. Lee was a senior associate in Deloitte’s Real Estate Assurance group, where she served publicly traded REITs and private real estate companies as well as other public and private companies in the financial services industry and non-profit organizations. Ms. Lee is a certified public accountant and received her Bachelor of Arts degree in Economics with a minor in Accounting, cum laude, from the University of California, Los Angeles.


	Kristina A. Fukuzaki-Carlson has served as Executive Vice President – Business Operations since March 2022. Ms. Fukuzaki-Carlson previously served as Senior Vice President – Business Operations from January 2016 to March 2022 and has been with the Company since October 2005. Since joining the Company, Ms. Fukuzaki-Carlson has been responsible for leading global efforts associated with the Company’s talent and business operations vision, initiatives, and programs. She has developed and implemented leadership and organizational priorities, ensured the integrity and synergy of Alexandria’s talent and business operations, and effectively cultivated the Company’s human capital. In her latest role, Ms. Fukuzaki-Carlson is responsible for leading the Company’s total rewards and employee wellness programs, and overseeing legal compliance and internal processes and procedures. She has more than 25 years of experience in the field of human resources, including 19 years at Alexandria. Prior to joining the Company, Ms. Fukuzaki-Carlson spent over 10 years in human resource advisory and business partner roles within companies such as E-Trade Financial, Los Angeles Times, and Toyota Financial Services. She holds SHRM-SCP, SPHR, and CCP designations and has been recognized with the Patriotic Employer Award by the Office of the Secretary of Defense for her upstanding efforts to support our military and their families. Ms. Fukuzaki-Carlson received her Bachelor of Arts degree in Business Administration, with an emphasis in Human Resources Management, from California State University, Fullerton and her Master of Science degree in Human Resources from Chapman University.


	Madeleine T. Alsbrook has served as Executive Vice President – Talent Management since March 2022. Ms. Alsbrook previously served as Senior Vice President – Talent since January 2018, as Vice President – Talent Management from August 2015 to January 2018, as Executive Director – Human Resources from January 2013 to August 2015, as Senior Director – Human Resources from July 2012 to January 2013, and as Director – Human Resources from January 2012 to July 2012. In these roles, Ms. Alsbrook has been directly responsible for managing Alexandria’s strategic talent acquisition, growth, and employee development. Ms. Alsbrook also works on Company-wide initiatives to support organizational culture, employee engagement, and retention. Prior to joining Alexandria, Ms. Alsbrook worked as a Human Resources Business Partner for Royal Bank of Canada (“RBC”), where she was responsible for human resources (“HR”) efforts for its Wealth Management business in the UK during a period of rapid expansion. Prior to RBC, Ms. Alsbrook was an HR Advisor for Linklaters LLP in London, where she executed major restructuring efforts for the firm. Ms. Alsbrook holds her Bachelor of Arts degree in Management Studies from the University of Nottingham, UK and her Master of Arts degree in Personnel and Development from the University of Westminster, UK.


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DIRECTORS AND EXECUTIVE OFFICERS (continued)

2024 Director Compensation Table(1)


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)	Total ($)
Joel S. Marcus(4) .............................	—		—	—
Steven R. Hash ...............................	221,000	(5)	200,106	421,106
James P. Cain .................................	185,000		200,106	385,106
Cynthia L. Feldmann ......................	130,000		200,106	330,106
Maria C. Freire, PhD ......................	165,000		200,106	365,106
Richard H. Klein ..............................	170,000		200,106	370,106
Sheila K. McGrath ..........................	130,000		200,106	330,106
Michael A. Woronoff .......................	170,000	(6)	200,106	370,106

(1)Excludes Claire Aldridge, PhD, who was elected to the Board to serve as a director effective March 14, 2025 and received no compensation in 2024.

(2)The amounts in this column represent the grant date fair value of (i) restricted stock awards granted on January 12, 2024, or, for those non-employee directors

who elected to defer their restricted stock awards pursuant to the DCPD (as defined and discussed in the “Deferred Compensation Plan for Directors” section

below) and receive phantom stock units in lieu thereof, (ii) phantom stock units credited on January 12, 2024, in each case as computed in accordance with

Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), with expected dividends factored into each grant

date fair value. A discussion of the assumptions used in calculating the grant date fair value is set forth in Notes 2 and 16 of the Consolidated Financial

Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Mr. Hash, Mr. Klein, Ms. McGrath, and Mr. Woronoff

each elected to defer 100% of their restricted stock awards pursuant to the DCPD.

(3)As of December 31, 2024, our non-employee directors held the following amounts of unvested restricted stock awards and unvested phantom stock units:


Award Type	Steven R. Hash	James P. Cain	Cynthia L. Feldmann	Maria C. Freire	Richard H. Klein	Sheila K. McGrath	Michael A. Woronoff
Unvested restricted stock awards ...........	—	—	1,752	1,937	185	—	—
Unvested phantom stock units ................	1,937	1,937	—	—	1,752	2,189	1,937

(4)Mr. Marcus, the Company’s Executive Chairman, was an employee of the Company in 2024 and thus received no compensation for his services as director.

The compensation received by Mr. Marcus as an NEO of the Company is shown in the “Summary Compensation Table

” on page 96.

(5)Mr. Hash elected to defer 100% of his annual cash retainer fee of $110,000 earned in 2024 into phantom stock units under the DCPD.

(6)Mr. Woronoff elected to defer 100% of his annual cash fees earned in 2024 into phantom stock units under the DCPD.

In determining the form and amount of compensation to be paid to our independent directors in 2024, the Board

considered recommendations from FTI Consulting, Inc. (“FTI”). At the end of 2023, the Board reviewed data provided by FTI

for the peer group described under “Compensation Peer Group” on page 60 and considered industry trends in director

compensation to determine the terms of the compensation program for our independent directors in 2024. In 2024, each

director other than Mr. Marcus earned an annual cash retainer fee of $110,000, and the Lead Director earned an additional

$50,000 in annual cash fees. Additional fees for various roles were as follows:


	Committee Chair ($)	Committee Member ($)
Audit Committee .............................................................................................	40,000	20,000
Compensation Committee ............................................................................	35,000	20,000
Nominating & Governance Committee .......................................................	35,000	20,000
Life Science Committee ................................................................................	35,000	20,000
Pricing Committee ..........................................................................................	N/A	6,000

Incumbent independent directors were also eligible to receive restricted stock awards under the Company’s Amended

and Restated 1997 Stock Award and Incentive Plan (the “1997 Incentive Plan”) equal to a fixed-dollar amount of $200,000

divided by the Company’s closing stock price as of the grant date as compensation for their services as directors. These

restricted stock awards generally vest over a period of three years.

In 2016, our stockholders approved a limit on the amount of non-employee director compensation under the 1997

Incentive Plan. The aggregate value of all compensation granted or paid to any individual solely for service as a non-employee

director of the Board with respect to any calendar year may not exceed $600,000 in total value, calculating the value of any

stock awards based on the grant date fair value of such awards. This limit was not intended to serve as an increase in the

annual amount of non-employee director compensation; rather, this action was approved for the purpose of limiting the amount

of compensation the Board can approve for non-employee directors each year.


2025 Proxy Statement	35

DIRECTORS AND EXECUTIVE OFFICERS (continued)

Deferred Compensation Plan for Directors

The Company’s Deferred Compensation Plan for Directors (the “DCPD”), established in December 2001, permits

non-employee directors to elect to defer receipt of 100% of their annual retainer fees, committee chair and member fees, lead

director fees, restricted stock awards, and any tax gross-up payments made with respect to restricted stock awards (although

the Company does not have a practice of awarding any tax gross-up payments with respect to restricted stock awards).

Any amounts elected to be deferred under the DCPD are converted into phantom stock units based on the

then‑current value of our Common Stock at the time such amounts are credited to the non-employee director’s DCPD account.

Any phantom stock units attributable to deferrals of restricted stock awards are subject to the same vesting and forfeiture

conditions as the deferred restricted stock award; provided, however, that any unvested phantom stock units credited to a non-

employee director’s DCPD account shall immediately vest in the event of (i) a Change of Control (as defined in the DCPD),

(ii) a termination of the non-employee director’s service with us due to death or Disability (as defined in the DCPD), (iii) the

non-employee director’s removal by the Company’s stockholders as a member of the Board or the non-employee director’s

failure to be reelected by the Company’s stockholders as a member of the Board, in either case without Cause (as defined in

the DCPD), or (iv) the non-employee director’s failure to be nominated for reelection to the Board without Cause. Phantom

stock units credited to the non-employee director’s DCPD account are adjusted to reflect dividends, stock splits, and similar

events impacting our Common Stock. All distributions under the DCPD in settlement of the non-employee director’s phantom

stock unit account are paid in the form of an issuance of our Common Stock with the number of shares issued corresponding

with the number of phantom stock units to be settled. Any fractional phantom stock units are settled in cash based on the then-

current value of our Common Stock.

Non-employee directors generally must make deferral elections under the DCPD during an election period that is

prior to the beginning of the plan year in which the related compensation is earned or prior to the beginning of the plan year in

which the restricted stock award is granted. Newly eligible directors are permitted to make a deferral election within the first 30

days after becoming eligible to participate in the DCPD with respect to compensation earned during the remainder of the plan

year after the election becomes irrevocable.

A non-employee director may elect to receive a distribution in settlement of his or her vested phantom stock unit

account under the DCPD on a specified date selected by the non-employee director. If the non-employee director’s service

terminates prior to any scheduled distribution date, his or her vested phantom stock unit account will be settled upon

termination. In addition, if a Change of Control occurs prior to any such date specified by the non-employee director for

distribution or such termination, settlement of any phantom stock units attributable to any amounts that were deferred under

the DCPD on or after January 1, 2005 will be made upon the Change of Control.

A non-employee director may elect to receive an early distribution of any vested amounts under his or her DCPD

account if he or she experiences an Unforeseeable Emergency (as defined in the DCPD). In addition, a non-employee director

may elect to receive an early settlement of phantom stock units attributable to any vested deferrals made to the DCPD prior to

January 1, 2005, provided that the number of phantom stock units to be settled will be equal to 90% of the number of phantom

stock units elected by the non-employee director and the remaining 10% of the phantom stock units elected by the non-

employee director will be forfeited.

During 2024, the Company did not credit any additional phantom stock units to participants’ accounts under the

DCPD in addition to those related to the compensation deferred by non-employee directors.


2025 Proxy Statement	36

PROPOSAL 2 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED

AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN

The Company believes that an equity compensation program is a necessary and powerful incentive and retention tool

that benefits all the Company’s stockholders. On March 31, 2025 (the “Amendment Date”), the Board approved an amendment

and restatement of the 1997 Incentive Plan, which was last approved by the Company’s stockholders in May 2024 (the 1997

Incentive Plan, as amended and restated, the “Amended 1997 Incentive Plan”), subject to approval by the Company’s

stockholders. The key amendments incorporated in the Amended 1997 Incentive Plan are described below.

•Increase the aggregate number of shares of Common Stock available for grant by 850,000 shares as of the

Amendment Date.

•Specify the treatment of performance-based awards in the event of a change of control. Specifically, the Amended

1997 Incentive Plan specifies that, in the event of a change of control, if (i) the surviving or acquiring corporation (or

its parent company) does not assume or continue such awards or substitute similar awards for such awards, or (ii) the

award holder experiences an involuntary termination upon or within two years following such change of control, the

vesting of such awards will be accelerated, with the vesting deemed to be satisfied at the greater of (x) the target

level of performance or (y) the actual level of performance measured in accordance with the applicable performance

goals as of the date of the change of control or the award holder’s involuntary termination, as applicable, unless

otherwise determined by the Compensation Committee or the Board in writing at grant or unless otherwise provided

in any written agreement between us and the participant.

•Clarify that stock options and stock appreciation rights (“SARs”) may not be granted under the Amended 1997

Incentive Plan. In addition, there are currently no outstanding stock options or SARs under the 1997 Incentive Plan.

As a result, (i) the repricing of stock options and SARs is not permissible under the Amended 1997 Incentive Plan and

(ii) stock options and SARs cannot in any way impact the number of shares of Common Stock available for grant

under the Amended 1997 Incentive Plan (i.e., the Amended 1997 Incentive Plan prohibits liberal share recycling with

respect to stock options and SARs).

•Extend the termination date to 10 years from the date of stockholder approval of the Amended 1997 Incentive Plan.

Why You Should Vote for the Amended 1997 Incentive Plan

•Low Burn Rate: Our three-year-average historical burn rate is 0.59%.

•Reasonable Overhang: The size of our share reserve request is reasonable and, if approved, would result

in a fully-diluted overhang of approximately 4.25% as of March 31, 2025, inclusive of shares subject to

outstanding awards and shares remaining available for grant under the 1997 Incentive Plan, in each case,

as of such date. Refer to “We Manage Our Equity Award Use Carefully and Dilution Is Reasonable” below

for additional information.

•No Evergreen Provisions: The Amended 1997 Incentive Plan does not include an “evergreen” provision,

ensuring that any increase in the share reserve must receive stockholder approval.

•Responsible Change of Control Provisions: Double-trigger vesting acceleration and change of control,

by definition, require the consummation of an actual transaction. Therefore, no change of control–related

vesting acceleration of benefits may be triggered without an actual change of control transaction occurring.

•Repricing and Liberal Share Recycling of Options Not Permissible: No stock options or SARs may be

granted under the Amended 1997 Incentive Plan, and there are currently no outstanding stock options or

SARs under the 1997 Incentive Plan. As a result, (i) all forms of repricing, including the cancellation of

underwater options in exchange for cash or other awards, are not permissible under the Amended 1997

Incentive Plan, and (ii) neither stock options nor SARs may in any way impact the number of shares of

Common Stock available for grant under the Amended 1997 Incentive Plan (i.e., the Amended 1997

Incentive Plan prohibits liberal share recycling with respect to stock options and SARs).

•Awards Subject to Clawback: Awards granted under the Amended 1997 Incentive Plan are subject to

recoupment in accordance with our clawback policies. In addition, the Board may impose other clawback,

recovery or recoupment provisions in an award agreement, including a reacquisition right with respect to

previously acquired shares or other cash or property upon the occurrence of cause.


2025 Proxy Statement	37

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

Furthermore, our disciplined management of our equity compensation program is demonstrated by the following

practices:

•One-Year Post-Vesting Holding Period Requirements for Executives: In 2024 and 2025, all equity awards

granted to our Chief Executive Officer and the Other NEOs (as defined in the “Compensation Discussion and

Analysis” section of this Proxy Statement) are subject to a one-year holding period after vesting, further underscoring

the long-term retentive element of such awards.

•Emphasis on Performance-Based Equity Awards: A significant portion of equity awards granted to each of our

NEOs is contingent on the achievement of performance metrics. In each year of 2022, 2023, and 2024, performance-

based awards granted to our Chief Executive Officer included a three-year measurement period and accounted for

over 60% of his equity grants.

•Dividends on Majority of Unvested Equity Awards Are Forfeitable: As a result of changes to our equity

compensation program introduced in 2024, no dividends will be paid prior to vesting on substantially all unvested

time-based equity awards granted during April-December 2024 and expected to be granted in 2025 to our employees.

Any dividends accrued on any such unvested time-based equity awards that are forfeited will also be forfeited.

•Robust Stock Ownership Guidelines:

–The CEO and Executive Chairman must own shares of Common Stock worth at least 6x their base salary.

–Other executive officers must own shares of Common Stock worth at least 3x their base salary.

–Non-employee directors must own shares of Common Stock worth at least 3x their annual cash retainer.

Unvested performance-based equity awards do not count toward meeting the ownership requirements.

Equity Awards Are an Important Part of Our Compensation Philosophy

The Board believes that the availability of awards under the 1997 Incentive Plan enhances the Company’s ability to

attract, retain, and motivate the directors, officers, and other employees necessary for the Company’s growth and success.

The Board believes that the future success of the Company depends, in large part, upon the ability of the Company to maintain

a competitive position in attracting, retaining, and motivating key personnel, consultants, and advisors. The Board believes that

the issuance of equity awards is an important element underlying the Company’s ability to attract, retain, and motivate key

personnel, consultants, and advisors and better aligns the interests of such persons with those of the Company’s stockholders.

If this Proposal 2 is approved by our stockholders, the Amended 1997 Incentive Plan will become effective as of the

Amendment Date. In the event that our stockholders do not approve this Proposal 2, the Amended 1997 Incentive Plan will not

become effective and the 1997 Incentive Plan will continue in its current form. However, without the Amended 1997 Incentive

Plan, we believe that our recruitment and retention efforts may be adversely affected.

The Size of Our Share Reserve Request Is Reasonable

If the Amended 1997 Incentive Plan is approved by our stockholders, we will have 4,815,506 shares available for

grant as of the Amendment Date, plus certain shares that would return to the share reserve pursuant to the terms of the

Amended 1997 Incentive Plan, which we view as necessary and reasonable to provide a predictable amount of equity for

attracting, retaining, and motivating key personnel, consultants, and advisors.

We Manage Our Equity Award Use Carefully and Dilution Is Reasonable

We manage our overhang by limiting the number of equity awards granted annually. The Compensation Committee

monitors our overhang, burn rate, and equity expense to ensure that we maximize stockholder value by granting only the

number of equity awards necessary to attract, reward, and retain key personnel, consultants, and advisors.


2025 Proxy Statement	38

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

Full Dilution/Overhang

The following table provides certain additional information regarding our equity compensation program as of

March 31, 2025 (unless indicated otherwise):


		As of March 31, 2025
New shares of Common Stock requested in this Proposal 2 (A) ..............................................................		850,000
Shares of Common Stock available for grant under the 1997 Incentive Plan (B)(1) ...............................		3,965,506
Shares of Common Stock available for grant under the Amended 1997 Incentive Plan if this Proposal 2 is approved by our stockholders (A+B) ...............................................................................		4,815,506

Shares of Common Stock subject to outstanding full-value awards (C)(2) ..............................................		2,859,160
Shares of Common Stock subject to outstanding appreciation awards(3) ..........................................		N/A
Total shares (A+B+C) .................................................................................................................................		7,674,666

Shares of Common Stock outstanding as of the record date (D) .............................................................		172,989,043
Full dilution (A+B+C)/(D+A+B+C) ................................................................................................................		4.25%

(1)As of March 31, 2025, we do not have any other equity incentive plans.

(2)Represents outstanding unvested full-value awards. A “full-value award” is an award other than an appreciation award.

(3)An “appreciation award” is a stock option or SAR. The Amended 1997 Incentive Plan prohibits the grant of appreciation awards.

The closing price of the Common Stock was $92.51 per share as of the record date of March 31, 2025.

Burn Rate

The following table sets forth our historic use of equity in 2022, 2023, and 2024, which demonstrates our responsible

burn rate history:


	2022	2023	2024
Time-based full-value awards granted ................................................................	879,053	1,300,991	354,671
Performance-based full-value awards vested ...................................................	166,117	134,814	122,261
Appreciation awards(1) ...........................................................................................	N/A	N/A	N/A
Weighted-average unrestricted shares of Common Stock outstanding ........	161,658,810	170,909,228	172,071,097
Annual burn rate(2) ..................................................................................................	0.65%	0.84%	0.28%
Three-year-average historical burn rate .............................................................	0.59%

(1)No appreciation awards were granted under the 1997 Incentive Plan in 2022, 2023 or 2024. The Amended 1997 Incentive Plan prohibits the grant of

appreciation awards.

(2)Annual burn rate is calculated as: (time-based full-value shares granted + performance-based full-value shares vested)/weighted-average shares outstanding.


2025 Proxy Statement	39

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

The following table presents activity of all equity awards for all participants under the 1997 Incentive Plan for each of

the years ended December 31, 2024, 2023, and 2022 (in number of shares):


	Performance-Based Shares	Time-Based Shares	Total
Unvested at December 31, 2021 ..................................	479,191	1,344,269	1,823,460
Granted ................................................................................	153,678	879,053	1,032,731
Vested ...................................................................................	(166,117)	(582,984)	(749,101)
Forfeited ...............................................................................	(2,430)	(17,139)	(19,569)
Unvested at December 31, 2022 ..................................	464,322	1,623,199	2,087,521
Granted ................................................................................	221,067	1,300,991	1,522,058
Vested ...................................................................................	(134,814)	(663,915)	(798,729)
Forfeited ...............................................................................	(40,905)	(15,784)	(56,689)
Unvested at December 31, 2023 ...................................	509,670	2,244,491	2,754,161
Granted ................................................................................	260,521	354,671	615,192
Vested ...................................................................................	(122,261)	(828,934)	(951,195)
Forfeited ...............................................................................	(144,804)	(35,449)	(180,253)
Unvested at December 31, 2024 ...................................	503,126	1,734,779	2,237,905

The Amended 1997 Incentive Plan Includes Compensation and Governance Best Practices

The Amended 1997 Incentive Plan includes provisions that are designed to protect our stockholders’ interests and to

reflect corporate governance best practices, including:

•Stockholder Approval Required for Additional Shares: The Amended 1997 Incentive Plan does not contain an

annual “evergreen” provision. There is a fixed number of shares that can be issued pursuant to the Amended 1997

Incentive Plan, and stockholder approval is required to increase this number, which allows our stockholders to have

direct input on the size of our equity compensation program.

•Double-Trigger Change of Control Treatment: The Amended 1997 Incentive Plan provides for double-trigger

vesting acceleration with respect to equity awards so that awards become fully vested (and exercisable, if applicable)

upon a change of control of the Company only if such awards are not assumed or continued, or substituted with a

similar award, by the surviving or acquiring corporation, or in the event of the award holder’s involuntary termination

upon or within two years following such change of control.

•Specified Change of Control Treatment of Performance-Based Awards: As described above, the Amended 1997

Incentive Plan provides for double-trigger vesting acceleration. With respect to outstanding performance-based equity

awards, it specifically provides for vesting acceleration so that vesting of such awards shall be deemed to be satisfied

at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance

with the applicable performance goals as of the date of the change of control or the award holder’s involuntary

termination, as applicable. This treatment applies upon a change of control of the Company only if such awards are

not assumed or continued, or substituted with a similar award, by the surviving or acquiring corporation, or in the

event of the award holder’s involuntary termination upon or within two years following such change of control.

•Non-Liberal Change of Control Provisions: Change of control, by definition, in the Amended 1997 Incentive Plan

requires the consummation of an actual transaction. Therefore, no vesting acceleration of benefits may occur without

an actual change of control transaction occurring.

•Minimum Vesting Provision: The Amended 1997 Incentive Plan provides that full-value awards that vest based on

an individual’s service with the Company will not vest any more rapidly than pro rata over a three-year period and that

any full-value awards that vest based on the satisfaction of performance goals will not vest earlier than one year from

the date of grant, subject to limited exceptions.

•Limit on Non-Employee Director Compensation: The aggregate value of all compensation granted or paid to any

individual solely for service as a non-employee director of the Board with respect to any calendar year, including

awards granted under the Amended 1997 Incentive Plan and cash fees paid by us to such non-employee director, will

not exceed $600,000 in total value, calculating the value of any awards based on the grant date fair value of such

awards for financial reporting purposes.

•Awards Subject to Forfeiture/Clawback: Awards granted under the Amended 1997 Incentive Plan will be subject to

recoupment in accordance with our clawback policy. In addition, the Board may impose other clawback, recovery or

recoupment provisions in an award agreement, including a reacquisition right with respect to previously acquired

shares or other cash or property upon the occurrence of cause.


2025 Proxy Statement	40

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

The essential features of the proposed Amended 1997 Incentive Plan are outlined below. The following summary

description of the proposed Amended 1997 Incentive Plan is qualified in its entirety by reference to the full text of the Amended

1997 Incentive Plan that is attached to this Proxy Statement as Appendix I.

Description of the Amended 1997 Incentive Plan

Types of Awards. The Amended 1997 Incentive Plan provides for the grant of restricted stock awards and other

stock-based or cash-based awards (collectively, “awards”).

For clarity, stock options and SARs may not be granted under the Amended 1997 Incentive Plan. Moreover, there are

currently no outstanding stock options or SARs under the 1997 Incentive Plan. As a result, all forms of repricing, including the

cancellation of underwater options in exchange for cash or other awards, are not permissible under the Amended 1997

Incentive Plan, and neither stock options nor SARs may in any way impact the number of shares of Common Stock available

for grant under the Amended 1997 Incentive Plan (i.e., the Amended 1997 Incentive Plan prohibits liberal share recycling with

respect to stock options and SARs).

Administration. The Amended 1997 Incentive Plan is administered by the Compensation Committee (for purposes of

this Proposal 2, the “Committee”). Subject to the terms of the Amended 1997 Incentive Plan, the Committee has the power to

construe and interpret the Amended 1997 Incentive Plan, determine the persons to whom and the dates on which awards will

be granted, the number of shares of Common Stock to be subject to each award, and other terms and conditions with respect

to each award. The Amended 1997 Incentive Plan provides that the Committee has the authority to accelerate the

exercisability or vesting of any awards in its discretion, but only in the event of a participant’s death, Disability or Retirement, or

upon a Change of Control (as such terms are defined in the Amended 1997 Incentive Plan), except that up to 10% of the

shares reserved for issuance under the Amended 1997 Incentive Plan may be subject to awards that do not meet the

preceding acceleration limitations. The Committee may delegate administrative duties to its members or agents, except that

any award granted to a non-employee director will be granted by the Committee, without any such delegation.

Share Reserve and Adjustments. If the Amended 1997 Incentive Plan is approved by the stockholders, a total

of 7,674,666 shares of Common Stock will be reserved for issuance under the Amended 1997 Incentive Plan pursuant to

awards granted on or after the Amendment Date. The Company calls this number the “Share Reserve.” The Share Reserve

will consist of (i) 4,815,506 shares that will be available for issuance as of the Amendment Date and (ii) 2,859,160 shares

subject to awards outstanding under the Amended 1997 Incentive Plan as of the Amendment Date that may again become

available for issuance pursuant to the terms of the Amended 1997 Incentive Plan (as described below), as such shares

become available from time to time.

If, under the Amended 1997 Incentive Plan, the Company issues Common Stock pursuant to an award and the

Common Stock is later forfeited, then the forfeited shares will again become available for issuance under the Amended 1997

Incentive Plan. However, in the case of forfeiture, cancellation, exchange, or surrender of shares of restricted stock with

respect to which dividends have been paid or accrued, the number of shares with respect to such awards will not be available

again for awards under the Amended 1997 Incentive Plan unless, in the case of shares with respect to which dividends were

accrued but unpaid, such dividends are also forfeited, canceled, exchanged, or surrendered. Upon the exercise of any award

granted in tandem with any other award, the related award will be canceled to the extent of the number of shares of Common

Stock as to which the award is exercised, and such number of shares will no longer be available for awards under the

Amended 1997 Incentive Plan. Shares may be issued in connection with a merger or acquisition as permitted by the rules of

the applicable securities exchange, and such issuance will not reduce the number of shares available for issuance under the

Amended 1997 Incentive Plan.

To the extent there are any shares underlying awards that subsequently expire or terminate for any reason prior to

exercise or settlement, that are forfeited because of a failure to vest, or that are reacquired or withheld to satisfy a tax

withholding obligation in connection with an award, such shares of Common Stock will again become available for issuance

under the Amended 1997 Incentive Plan. Any shares reacquired pursuant to the Company’s withholding obligations in

connection with restricted stock or any other stock-based award shall again become available for issuance under the Amended

1997 Incentive Plan.

The Amended 1997 Incentive Plan provides that no more than 500,000 shares may be awarded to a single individual

in a single calendar year.


2025 Proxy Statement	41

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

Under the Amended 1997 Incentive Plan, in the event of certain changes to the Company’s capitalization (as

described below), the Committee will appropriately and proportionately adjust, in its discretion: (i) the class(es) and maximum

number of securities subject to the Amended 1997 Incentive Plan, (ii) the class(es) and maximum number of securities that

may be awarded to any person pursuant to the annual per-participant limit, (iii) the class(es) and maximum number of

securities issued or issuable with respect to outstanding awards, and (iv) the exercise price, grant price, or purchase price

relating to any award.

The Committee shall make such adjustments upon any change that is made in, or other events that occur with

respect to, the shares subject to the Amended 1997 Incentive Plan or subject to any award without the receipt of consideration

by the Company, through stock dividend, dividend in property other than cash, liquidating dividend, recapitalization,

reincorporation, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share

exchange, or change in corporate structure or other similar equity restructuring transaction, as that term is used in FASB ASC

Topic 718.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any

individual solely for service as a non-employee director of the Board with respect to any calendar year, including awards

granted under the Amended 1997 Incentive Plan and cash fees paid by us to such non-employee director, will not exceed

$600,000 in total value, calculating the value of any awards based on the grant date fair value of such awards for financial

reporting purposes.

Eligibility. All of the Company’s employees, directors, and independent contractors, as well as those of the

Company’s subsidiaries and affiliates, are eligible to receive all types of awards under the Amended 1997 Incentive Plan. As of

March 31, 2025, the Company (including its subsidiaries and affiliates) had a total population of approximately 542 employees,

approximately 27 independent contractors, and eight non-employee directors, all of whom would be eligible to receive awards

under the Amended 1997 Incentive Plan.

Restricted Stock Awards. Restricted stock awards may be granted under the Amended 1997 Incentive Plan

pursuant to restricted stock award agreements. Under the Amended 1997 Incentive Plan, a restricted stock award may be

granted in consideration for cash, check, bank draft, or money order payable to us, the recipient’s services performed for the

Company or an affiliate of the Company, or any other form of legal consideration acceptable to the Committee. Shares of stock

acquired under a restricted stock award may, but need not, be subject to forfeiture, restrictions on transferability and other

restrictions in accordance with a vesting schedule as determined by the Committee. Such restrictions may include factors

relating to the increase in the value of the Common Stock or to individual or Company performance, such as the attainment of

certain specified individual or Company-wide performance goals or earnings per share. However, (i) any restrictions that may

lapse on the basis of a participant’s service with the Company or its subsidiaries or affiliates will not lapse any more rapidly

than pro rata over a three-year period, and any restrictions that may lapse on the basis of factors such as an increase in the

value of the Common Stock or individual or Company performance will not lapse any earlier than one year following the date of

grant of the restricted stock award, and (ii) the lapsing of any such restrictions may be accelerated only in the event of a

participant’s death, Disability or Retirement, or upon a Change of Control (as such terms are defined in the Amended 1997

Incentive Plan), except that up to 10% of the shares reserved for issuance under the Amended 1997 Incentive Plan may be

subject to awards that do not meet the preceding vesting or acceleration limitations. Except to the extent restricted under the

restricted stock award agreement, a participant who is granted a restricted stock award will have all of the rights of a

stockholder, including the right to vote the shares and the right to receive dividends. Except as otherwise provided in the

applicable restricted stock award agreement, restricted stock awards that have not vested will be forfeited upon the

participant’s termination of service with the Company or its subsidiaries or affiliates.

Stock Awards in Lieu of Cash Awards. The Committee is authorized to grant Common Stock under the Amended

1997 Incentive Plan to participants as a bonus, or to grant other awards in lieu of Company commitments to pay cash under

other plans or compensatory arrangements, as determined by the Committee. The Committee has the discretion to determine

the terms of any such awards. However, (i) any such award that vests on the basis of a participant’s service with the Company

or its subsidiaries or affiliates will not vest any more rapidly than pro rata over a three-year period, and any such award that

vests on the basis of performance will provide for a performance period of at least one year, and (ii) vesting may be

accelerated only in the event of a participant’s death, Disability or Retirement, or upon a Change of Control (as such terms are

defined in the Amended 1997 Incentive Plan), except that (a) up to 10% of the shares reserved for issuance under the

Amended 1997 Incentive Plan may be subject to awards that do not meet the preceding vesting or acceleration limitations, and

(b) any such award that is granted in lieu of compensation that has been earned by the participant and that is otherwise

payable in cash will not be subject to the preceding vesting limitations.

Other Stock-Based or Cash-Based Awards. The Committee is authorized to grant other stock-based or cash-

based awards under the Amended 1997 Incentive Plan. Such awards may be granted with value and payment contingent upon

the Company’s performance or any other factors designated by the Committee, or valued by reference to the performance of

specified subsidiaries or affiliates of the Company. However, (i) any other stock-based award which vests on the basis of a

participant’s service with the Company or its subsidiaries or affiliates will not vest any more rapidly than pro rata over a three-


2025 Proxy Statement	42

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

year period, and any other stock-based award which vests on the basis of performance will provide for a performance period of

at least one year, and (ii) vesting may be accelerated only in the event of a participant’s death, Disability or Retirement, or

upon a Change of Control (as such terms are defined in the Amended 1997 Incentive Plan), except that up to 10% of the

shares reserved for issuance under the Amended 1997 Incentive Plan may be subject to awards which do not meet the

preceding vesting or acceleration limitations.

The Committee will determine the terms and conditions of such awards at the time of grant or thereafter (subject to

the terms of the Amended 1997 Incentive Plan) and with respect to any such awards that are performance-based

compensation, the Committee will set a period of time (a “performance period”) over which the attainment of one or more goals

(“performance objectives”) will be measured for the purpose of determining whether the participant has a vested right in or to

such award. With respect to such awards, (i) any performance objectives for a particular calendar year will be established by

the Committee, and (ii) the Committee will establish the performance objectives to be used, which will be based on one or

more of the criteria (“performance criteria”) enumerated in the Amended 1997 Incentive Plan and described below.

Performance objectives under the Amended 1997 Incentive Plan will be determined by the Committee, based on any

one or more of the following performance criteria: (i) earnings (including earnings per share and net earnings); (ii) earnings

before interest, taxes, and depreciation; (iii) earnings before interest, taxes, depreciation, and amortization (“EBITDA”); (iv)

total shareholder return; (v) return on equity or average stockholders’ equity; (vi) return on assets, investment, or capital

employed; (vii) stock price; (viii) margin (including gross margin); (ix) income (before or after taxes); (x) net operating income

(“NOI”); (xi) operating income after taxes; (xii) operating cash flow; (xiii) sales or revenue targets; (xiv) increases in revenue or

product revenue; (xv) expenses and cost reduction goals; (xvi) economic value added (or an equivalent metric); (xvii) market

share; (xviii) cash flow; (xix) EBITDA margin; (xx) share price performance; (xxi) debt reduction; (xxii) customer satisfaction;

(xxiii) stockholders’ equity; (xxiv) capital expenditures; (xxv) debt levels; (xxvi) operating margin or net operating margin; (xxvii)

growth in annual rental revenue (“ARR”) in Class A assets; (xxviii) growth of net income, operating income, or net earnings;

(xxix) increase in funds from operations (“FFO”); (xxx) increase in FFO per share; (xxxi) liquidity; (xxxii) net debt to adjusted

EBITDA; (xxxiii) fixed-charge coverage ratio; (xxxiv) percentage of ARR from investment-grade and large cap tenants; (xxxv)

same property NOI growth; (xxxvi) amount of RSF leased; or (xxxvii) the Company’s published ranking against its peer group

of other real estate investment trusts based on total shareholder return, increase in FFO per share, and/or FFO current and

forward multiples. At the discretion of the Committee, a performance measure not listed above may be utilized if it is

considered relevant and important at the time of grant of the award.

Performance objectives may be established on a Company-wide basis or with respect to one or more business units,

divisions, affiliates, or business segments, and in either absolute terms or terms relative to the performance of one or more

comparable companies or the performance of one or more relevant indices. At the time of the grant of any award, the

Committee is authorized to determine whether, when calculating the attainment of performance objectives for a certain

performance period: (i) to exclude restructuring and/or other specific or objectively determinable nonrecurring charges; (ii) to

exclude exchange rate effects, as applicable, for non-U.S. dollar-denominated net sales and operating earnings; (iii) to exclude

the effects of changes to generally accepted accounting principles required by the Financial Accounting Standards Board; (iv)

to exclude the effects of any statutory adjustments to corporate tax rates; and (v) to exclude the effects of items that are

“unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles. In addition, the

Committee retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of

performance objectives and to define the manner of calculating the performance criteria it selects to use for a performance

period.

Effect of a Change of Control. The following will occur with respect to awards (other than cash-based awards)

granted under the Amended 1997 Incentive Plan in the event of a Change of Control (as defined in the Amended 1997

Incentive Plan), unless otherwise determined by the Committee or the Board in writing at grant or unless otherwise provided

in any written agreement between us and the participant:

•Any surviving corporation or acquiring corporation (or its parent company) may assume or continue any outstanding

awards or may substitute similar awards (including an award to acquire the same consideration paid to the

stockholders in the Change of Control) for those outstanding awards.

•If the surviving corporation or acquiring corporation (or its parent company) does not assume or continue any

outstanding award or substitute a similar award for any outstanding award, then such award shall become fully vested

(and exercisable, if applicable) (and if such award is subject to performance-based vesting conditions or

requirements, vesting shall be deemed to be satisfied at the greater of (x) the target level of performance or (y) the

actual level of performance measured in accordance with the applicable performance goals as of the date of the

Change of Control) effective as of the date of the Change of Control, contingent upon the closing or completion of the

Change of Control.

•With respect to any award (other than any cash-based award) granted under the Amended 1997 Incentive Plan that

does not become fully vested (and exercisable, if applicable) effective as of the date of a Change of Control, the


2025 Proxy Statement	43

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

following provisions shall apply in the event of an award holder’s Involuntary Termination (as defined in the Amended

1997 Incentive Plan) upon or within two years following a Change of Control: (i) any awards carrying a right to

exercise shall become fully vested and exercisable; and (ii) any restrictions and forfeiture conditions applicable to any

other awards granted will lapse and such awards will be deemed fully vested. For purposes of the foregoing, if such

award is subject to performance-based vesting conditions or requirements, vesting shall be deemed to be satisfied at

the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with

the applicable performance goals as of the date of the Involuntary Termination.

Transferability. Awards are not transferable by participants, except by will or the laws of descent and distribution.

However, the Committee may permit transfers, in its discretion, in a manner consistent with applicable securities laws,

provided that no awards may be transferred for consideration.

Duration, Amendment, and Termination. If the stockholders approve the Amended 1997 Incentive Plan, it will be

effective as of the Amendment Date. The Board may suspend or terminate the Amended 1997 Incentive Plan without

stockholder approval or ratification at any time. The Amended 1997 Incentive Plan will terminate on May 12, 2035, unless

terminated sooner by the Board. The Board may amend or modify the Amended 1997 Incentive Plan at any time. However, no

amendment will be effective unless approved by the stockholders to the extent stockholder approval is necessary to satisfy

applicable law or applicable stock exchange listing requirements. Except with respect to amendments regarding Section 409A

of the Internal Revenue Code of 1986, as amended (the “Code”), no amendment may adversely affect any participant’s

outstanding awards under the Amended 1997 Incentive Plan without the participant’s consent.

Federal Income Tax Information

The information set forth below is a summary only and does not purport to be complete. The information is based

upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax

consequences to any recipient depend on his or her particular situation, each recipient should consult his or her tax advisor

regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of stock

acquired as a result of an award. The Amended 1997 Incentive Plan is not qualified under the provisions of Section 401(a) of

the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974.

The Company’s ability to realize the benefit of any tax deductions described below depends on the Company’s

generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code, and

the satisfaction of the Company’s tax reporting obligations.

Restricted Stock Awards. Generally, the recipient of a restricted stock award will recognize ordinary income at the

time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by

the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is

required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize

income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any,

of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the

stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of

the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of

the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from

stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or

when the stock becomes vested.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a

tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized

by the recipient of the stock award.


2025 Proxy Statement	44

PROPOSAL 2 — 1997 STOCK AWARD AND INCENTIVE PLAN (continued)

Equity Compensation Plan Information

The following table provides certain information with respect to all of the Company’s equity compensation plans in

effect as of December 31, 2024:


	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plan Approved by Stockholders – 1997 Incentive Plan(1) ...................	—	—	4,665,494

(1)Subject to the terms of the 1997 Incentive Plan, as in effect on December 31, 2024, shares available for award purposes under the 1997 Incentive Plan may

be used for any type of award authorized under that plan, including, without limitation, restricted stock and other stock-based awards, as defined in the 1997

Incentive Plan.

New Plan Benefits

We have not approved any awards that are conditioned on stockholder approval of the Amended 1997 Incentive Plan.

Awards under the Amended 1997 Incentive Plan are made at the discretion of the Board or Committee and are not subject to

set benefits or amounts under the terms of the Amended 1997 Incentive Plan. Therefore, the benefits or amounts that will be

received by or allocated to each named executive officer, all current executive officers as a group, all current directors who are

not executive officers as a group, and all employees who are not executive officers as a group under the Amended 1997

Incentive Plan, if approved by stockholders, are not presently determinable.

Registration with the Securities and Exchange Commission

If this Proposal 2 is approved by our stockholders, we will file a Registration Statement on Form S-8 with the SEC

with respect to the shares of Common Stock to be registered pursuant to the Amended 1997 Incentive Plan as soon as

reasonably practicable following such stockholder approval.

Required Vote and Board’s Recommendation

The affirmative vote of a majority of the votes cast on the proposal is required for approval of Proposal 2. The Board

believes that approval of Proposal 2 is in the Company’s best interests for the reasons stated above.

The Board unanimously recommends a vote FOR Proposal 2.


2025 Proxy Statement	45

PROPOSAL 3 — NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) added Section 14A to the

Exchange Act, which requires that we provide our stockholders with the opportunity to vote upon, on a non-binding, advisory

basis, a resolution to approve the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the

SEC’s compensation disclosure rules. At our 2023 annual meeting of stockholders, the stockholders indicated their preference

that we solicit this non-binding, advisory vote on the compensation of our NEOs every year. Since then, the Board has adopted

a policy consistent with that preference.

This vote is advisory, which means that the vote on executive compensation is not binding on the Company, the

Board, or the Compensation Committee. However, both the Board and the Compensation Committee will consider and

evaluate the results of the vote together with feedback from stockholders. To the extent there is any significant vote against our

NEO compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will evaluate whether

any actions are necessary to address the concerns of stockholders.

The vote on this resolution is not intended to address any specific element of compensation but rather relates to the

overall compensation of our NEOs, as described in this Proxy Statement in accordance with the SEC’s compensation

disclosure rules. The compensation of our NEOs subject to the vote is disclosed in the Compensation Discussion and

Analysis, the compensation tables, and the related narrative discussion contained in this Proxy Statement. As discussed in

those disclosures, we believe that our compensation philosophy and decisions support our key business objectives of creating

value for, and promoting the interests of, our stockholders.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our NEOs as

described in this Proxy Statement by casting a non-binding, advisory vote “FOR” the following resolution, which will be

presented at the 2025 Annual Meeting:

“RESOLVED, that the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement

for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the

Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED by the

stockholders of the Company.”

The affirmative vote of a majority of the votes cast on the matter at the 2025 Annual Meeting will be required to adopt

the foregoing resolution.

The Board unanimously recommends a vote FOR Proposal 3.


2025 Proxy Statement	47

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our executive compensation program for 2024 as it relates to

our NEOs. For the purposes of this section, we refer to Messrs. Binda, Ryan, Kass, and Diamond as our “Other NEOs.”


Name	Tenure			Current Position
Joel S. Marcus ..............................		31		Executive Chairman and Founder
Peter M. Moglia ............................		27		Chief Executive Officer and Chief Investment Officer
Marc E. Binda ...............................		20		Chief Financial Officer and Treasurer
Daniel J. Ryan ..............................		22	(1)	Co-President and Regional Market Director – San Diego
Hunter L. Kass ..............................		7		Co-President and Regional Market Director – Greater Boston
Lawrence J. Diamond ..................		26		Co-Chief Operating Officer and Regional Market Director – Maryland

(1)Including eight years with Veralliance Properties, Inc., certain assets of which were acquired by the Company in 2010.

We present our Compensation Discussion and Analysis in the following sections:


1.Executive Summary
In this section, we highlight our 2024 corporate performance, certain governance aspects of our executive compensation program, and our stockholder engagement efforts.	Page 48
2.Compensation Governance
In this section, we describe our executive compensation philosophy and provide an overview of our executive compensation determination process.	Page 58
3.Key Elements of the Executive Compensation Program
In this section, we describe the material elements of our executive compensation program.	Page 61
4.2024 Compensation Decisions
In this section, we provide an overview of the Compensation Committee’s executive compensation decisions for 2024 and certain actions taken after 2024 to enhance an understanding of our executive compensation program.	Page 62
5.Retirement and Benefit Programs
In this section, we describe the Company’s cash balance pension plan, deferred compensation plan, and perquisites and other benefits provided to our NEOs.	Page 94
6.Other Compensation Policies
In this section, we summarize our other compensation policies and review the accounting and tax treatment of compensation and the relationship between our compensation program and risk.	Page 95


2025 Proxy Statement	52

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

As of December 31, 2024.

(1) Represents net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2024 annualized). Refer to the “Definitions and Reconciliations” section of this Proxy

Statement for additional information.

(2) Debt rate and term are based on weighted averages.

(3) Sources: J.P. Morgan, “REIT Detailed Debt Maturities as of September 30, 2024” or company filings as of September 30 2024. ARE’s data are as of December 31, 2024.

(4) Represents projected capital contributions from existing consolidated real estate joint venture partners to fund their share of construction from 1Q25 through 2028.

As of December 31, 2024.

(1) Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(2) Quarter annualized. Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(3) Represents the average percentage fixed-rate debt as of each December 31 from 2020 through 2024.

(4) A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. Top 10% ranking represents credit rating

levels from S&P Global Ratings and Moody’s Ratings for publicly traded U.S. REITs as reported by Bloomberg Professional Services and Nareit.


2025 Proxy Statement	53

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Business Performance Highlights

Solid Long-Term Stockholder Value Creation

Since our IPO in May 1997, Alexandria has consistently created significant value for our stockholders, achieving a total

shareholder return (“TSR”) of 1,199% through December 31, 2024, which surpassed the S&P 500 Index’s TSR of 1,050%, the

FTSE NAREIT All Equity REITs Index’s TSR of 892%, and the MSCI US REIT Index’s TSR of 870%, among others. This

achievement translates to a compound annual growth rate (“Annual Growth Rate”) of 9.7% since our IPO, surpassing the

performance of various indices during the same period. Specifically, over this period, our Annual Growth Rate exceeded that of

S&P 500 Index’s 9.3%, the MSCI US REIT Index’s 8.6%, and the FTSE NAREIT Equity REITs Index’s 8.6%. This exceptional

long-term value creation demonstrates the Company’s strategic acumen, operational excellence, and critical support for our life

science tenants.

Exceptional Growth in the COVID-19 Pandemic During 2020–2021

During the three-year period from December 31, 2018 to December 31, 2021, Alexandria accomplished an

extraordinary milestone by more than doubling our stockholders’ value, with a TSR of 109%. This exceptional performance stood

in contrast to the broader REIT sector, as indicated by the MSCI US REIT Index’s 66% increase during the same period.

Furthermore, Alexandria’s TSR significantly outperformed the FTSE NAREIT Equity Health Care and FTSE NAREIT Equity

Office Indices, which experienced relatively modest TSR increases of 27% and 31%, respectively, during this period.

In 2020, amid the unprecedented challenges posed by the COVID-19 pandemic, Alexandria demonstrated remarkable

resilience by delivering a 13% TSR to our stockholders. This performance notably contrasted with the returns of (8)%, (10)%, and

(18)% seen in the MSCI US REIT Index, the FTSE NAREIT Equity Health Care Index, and the FTSE NAREIT Equity Office

Index, respectively, during 2020.

This period of remarkable growth was substantially driven by Alexandria's crucial role during the COVID-19 crisis, as we

served as the landlord to innovators like Moderna and Pfizer. In 2020, the SPDR S&P Biotech ETF (Ticker: “XBI”) generated an

annual TSR of 48%, its largest since 2013, and a remarkable TSR of 224% for the period from January 1, 2014 to December 31,

2020. For context, during this period, the TSRs of the S&P 500 Index and the MSCI US REIT Index were 134% and 69%,

respectively, and Alexandria’s TSR was 248%. This highlights Alexandria’s dominant position within the life science real estate

sector, our unmatched infrastructure, and our ability to support our life science tenants, further enhancing stockholder value.

The life science industry is fueled by multifaceted sources of funding, including private venture capital, biopharma R&D

spend, government funding, and philanthropic support for biomedical innovation. The R&D expenditures by U.S. publicly traded

life science companies have shown consistent growth since 2014, nearly doubling in 2024 compared to 2014. 17 of the top 20

pharma R&D spenders (for the year 2023) are Alexandria tenants. Our focus on high-quality Labspace® assets in prime locations

positions us to effectively capitalize on the life sciences long-term growth.

Continued Operational Excellence During 2022–2024 Amid a Challenging Macroeconomic Environment

During the subsequent three-year period from December 31, 2021 to December 31, 2024, our operational fundamentals

remained robust. Our funds from operations (“FFO”) per share – diluted, as adjusted, increased by 22% or at an Annual Growth

Rate of 6.9%, which exceeded the Annual Growth Rate of 5.6% during our extraordinary performance period from December 31,

2018 to December 31, 2021 described above. Furthermore, our net operating income (“NOI”) and dividends per share continued

to increase during this period, as demonstrated by the graphs on the previous pages.

Despite our continued strong operating performance in 2024, our TSR from December 31, 2021 through the end of

2024 was negative. This period posed considerable challenges across the real estate sector, impacted by a variety of external

factors that led to a downturn in the stock prices of many real estate companies, including ours. Recognizing these external

factors is important for a comprehensive understanding of their effect on the performance of our stock price, which we believe

has not reflected our Company’s solid operating performance during this period. These external factors include the following:

•High interest rates. The 2022–2024 period has been characterized by high interest rates, a policy implemented by

the Federal Reserve as a countermeasure to inflationary pressures. The rapid escalation in interest rates since 2022

through the end of 2023, with only a slight decrease in 2024, has led to higher borrowing costs for real estate

investments and acquisitions, further contributing to investors’ cautious approach and a reassessment of values

within the real estate sector. Such conditions may have exerted additional downward pressure on the stock prices of

real estate companies. For instance, the sharp increase in interest rates starting in 2022 has shown an inverse

relationship with the change in our stock price, suggesting that the increase in interest rates may have partially

contributed to our stock price decline since 2022.

High interest rates make it more challenging for prospective buyers of real estate assets to secure required financing

on favorable terms, potentially deterring their participation in the market or forcing them to seek more expensive


2025 Proxy Statement	54

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

alternative funding options. Such challenges for buyers often lead to a rise in properties available for sale,

contributing to downward pressure on both property valuations and REIT stock prices.

•New competitive supply. During and after the COVID-19 pandemic, the shift toward hybrid and remote work

arrangements led certain office and other real estate companies to repurpose their underutilized office spaces into

laboratory space. Our success and the success of other laboratory operators have prompted new and existing life

science developers to commence speculative redevelopment and development projects in anticipation of demand for

laboratory facilities. These conversion and speculative development projects contributed to a significant influx of new

laboratory properties in key markets such as Boston, San Diego, and San Francisco, heightening competitive

pressures and diluting pricing power in certain submarkets. The downturn faced by office REITs has negatively

affected the overall market sentiment toward the broader real estate sector, including toward high-performing REITs

within specialized/niche sectors like us. Despite our continued resilience, evidenced by stable occupancy rates,

consistent rent collections, solid balance sheet, and strong credit metrics, we believe that investors’ reevaluation of

office REITs may also be contributing to the stock price declines of non-office REITs, including ours.

Despite an increase in the availability of laboratory space, Alexandria is expected to continue to benefit from our focus

on Class A/A+ assets strategically clustered in Megacampus ecosystems in AAA life science innovation locations in

close proximity to top academic and medical research institutions. This proximity is a key driver of tenant demand.

Our Megacampus ecosystems are used in two distinct ways: (i) to house the research operations of our tenants and

(ii) to help our tenants recruit and retain the best talent available from a limited pool, which underscores why the

scale, strategic design, and placement our Megacampus ecosystems provide are critical. They provide a superior set

of amenities, services, and access to transit that offer our tenants valuable optionality. The collaborative, vibrant

elements of our Megacampus ecosystems enhance tenant confidence in using these spaces as effective recruiting

and retention tools. In contrast, a significant amount of the competitive supply in the market today consists of isolated,

one-off buildings. These facilities may provide operational space, but they fall short in offering the scale and strategic

design that our Megacampus properties deliver, as our model is challenging to replicate due to the significant time

and capital required to reproduce it.

In 2024, Alexandria continued to demonstrate solid performance, highlighted by the annual increases of 5.6% in FFO

per share – diluted, as adjusted, 8.9% in NOI, and 4.6% in Common Stock dividends per share. This solid performance, despite

a negative TSR during 2024 and the challenging macroeconomic environment, underscores Alexandria’s resilience and our

ongoing ability to create long-term value for our stockholders. Even amid a recent and projected increase in the availability of

laboratory space and the recent NIH executive order reducing funding and imposing a cap on overhead costs, which has

impacted grant allocations and institutional research budgets, we expect to continue maintaining a competitive advantage within

the industry and benefit from our focus on Class A/A+ assets within our Megacampus ecosystems.

Pay-for-Performance Philosophy

The fundamental principle that drives pay decisions of the Compensation Committee is to align pay with performance.

The experience, abilities, and commitment of our NEOs (whose tenures average 22 years) provide the Company with unique skill

sets in the business of owning, operating, and developing essential real estate for the broad and diverse life science industry.

Therefore, their expertise has been and will continue to be critical to the Company’s long-term success and to the achievement

of our key business objectives, including: (1) creation of long-term stockholder value; (2) profitability; (3) growth in FFO per share

– diluted, as adjusted; and (4) maintenance of a strong and flexible balance sheet.

The Fundamental Principle That Drives Our Pay Decisions Is to Align Pay With Performance

The Compensation Committee structures NEO compensation to be dependent on the Company’s performance and

execution of our key business objectives.

•Majority of each NEO’s compensation is equity-based. An average of 71% of our NEOs’ total annual

compensation in 2024 was structured in the form of incentive equity awards that are “at risk” and directly dependent

on long-term stockholder value.

•Majority of each NEO’s equity compensation is performance-based. A meaningful portion of the incentive equity

awards granted to our NEOs vests only if we achieve rigorous preset performance goals over a multiyear period.

Approximately 79% of our Executive Chairman’s and 67% of our Chief Executive Officer’s long-term incentive equity

awards granted in 2024 vest upon achievement of performance goals relating to our FFO per share, net debt to

Adjusted EBITDA ratio, TSR over a three-year period, NOI, and forward FFO per share multiple on an absolute and/

or relative basis.

For purposes of the calculations above, the equity awards are calculated based on the grant date value of such awards

as presented in the Summary Compensation Table.


2025 Proxy Statement	55

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Actual NEO compensation is designed to be negatively affected by both stock price declines and by the forfeiture of

performance-based awards when the Company does not achieve predetermined targets, as evidenced by the following:

•Forfeitures of performance-based equity awards in 2024:

–In March 2024, each NEO forfeited 50% of his respective Performance Plan Equity Awards (as defined in the

section below titled “Significant Changes to Our Executive Compensation Program as a Result of Stockholder

Engagement”) granted in 2021 due to below-threshold performance on the underlying absolute TSR metric.

–In December 2024, each NEO forfeited approximately 78% of his respective Performance Plan Equity Awards

granted in 2022 due to below-threshold performance on the underlying absolute TSR metric and below-target

performance on the underlying relative TSR metric.

For additional information regarding forfeitures during 2024, refer to the section titled “2021 and 2022 Long-Term

Performance-Based Equity Award Forfeitures and Partial Vesting.”

•Significant performance hurdles may lead to forfeitures of performance-based equity awards in 2025:

–In January 2023, we granted Performance Plan Equity Awards with a performance period from January

2023 through December 31, 2025 to each NEO. Based upon the actual performance of our TSR and

forward FFO per share multiple relative to the FTSE NAREIT Equity Office Index since the grant date in

January 2023 through March 14, 2025, each NEO would forfeit approximately 50% of their 2023

Performance Plan Equity Awards.

–In addition, for the LTI equity awards (as defined in the section below titled “Significant Changes to Our

Executive Compensation Program as a Result of Stockholder Engagement”) granted in January 2023 to

our Executive Chairman and our Chief Executive Officer to vest at the maximum level, our 2025 FFO per

share must exceed the midpoint of our 2025 guidance range, as disclosed on January 27, 2025 in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2024, by at least 4%.

Otherwise, over 50% of each such award will be forfeited.

Actual forfeitures may vary depending on final results at the end of each performance period.

•Significant performance hurdles may lead to forfeitures of performance-based equity awards in 2026:

–In January 2024, we granted to each NEO Performance Plan Equity Awards with a performance period

from January 2024 through December 31, 2026. Based upon the actual performance of our TSR relative

to the FTSE NAREIT Equity Heath Care Index since the grant date in January 2024 through March 14,

2025, each NEO would forfeit over 30% of their 2024 Performance Plan Equity Awards.

–In January 2024, we granted LTI equity awards with a performance period from January 2024 through

December 31, 2026 to our Executive Chairman and our Chief Executive Officer. Based upon the actual

performance of our forward FFO per share multiple relative to the FTSE NAREIT Equity Heath Care Index

since the grant date in January 2024 through March 14, 2025, our Executive Chairman and our Chief

Executive Officer would each forfeit approximately 30% of their 2024 LTI equity awards.

Actual forfeitures may vary depending on final results at the end of each performance period.

•Substantial year-over-year reduction in value of Performance Plan Equity Awards granted to all NEOs. The

fair value of Performance Plan Equity Awards granted in January 2025 to all NEOs was reduced by over 70%

compared to the fair value of awards granted under this program in January 2024.

•Unchanged value of LTI equity awards in 2025. The fair value of LTI equity awards granted to our Executive

Chairman and our Chief Executive Officer in January 2025 remained unchanged compared to 2024 awards.

•Dividends will be forfeited if shares do not vest. As a result of changes to our equity compensation program

introduced in 2024, no dividends will be paid prior to vesting on substantially all unvested time-based equity awards

granted during April-December 2024 and expected to be granted in 2025 to our employees, including our NEOs. Any

dividends accrued on any such unvested time-based equity awards that are forfeited will also be forfeited, reinforcing

our executive compensation program’s pay-for-performance philosophy.


2025 Proxy Statement	56

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Significant and Proactive Stockholder Engagement

A critical component of the Compensation Committee’s process continues to be its ongoing active engagement with our

stockholders. Following our 2024 meeting of stockholders, we continued our outreach efforts and proactively contacted

stockholders holding in aggregate approximately 70% of our Common Stock. The Lead Director, who also serves as the Chair of

the Compensation Committee, led these meetings. Additionally, during this period, we held more than 200 meetings with

investors and analysts, covering a variety of topics, including business trends and strategy, key growth drivers, corporate

governance matters, our executive compensation program, and ways to enhance our disclosures.



	We proactively reached out to			We held more than
	stockholders holding in aggregate approximately 70% of our Common Stock			200 meetings with investors and analysts
				covering a wide variety of topics, including business trends and strategy, key growth drivers, corporate governance matters, and our executive compensation program


2024 SAY-ON-PAY VOTING RESULTS
		The Compensation Committee decided to maintain the core structure of our executive compensation program for 2024 and add certain structural enhancements, which are detailed on the next page. This decision was based on:
✓	In 2024, we received 86% of votes cast “FOR” our 2023 executive compensation program	✓	Strong support demonstrated by our stockholders for our 2023 NEO compensation say-on-pay proposal, along with consistent support over the past decade, underscoring our stockholders’ confidence in our pay practices
✓	Over the last five years, we received (on average) approximately 91% of votes cast “FOR” our executive compensation program	✓	Feedback received from our stockholders through our extensive outreach efforts during 2024 and in previous years
✓	Over the last 10 years, we received (on average) approximately 88% of votes cast “FOR” our executive compensation program	✓	Significant changes made to our executive compensation program over the past decade as a result of stockholder engagement

86%


2025 Proxy Statement	57

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Significant Changes to Our Executive Compensation Program as a Result of Stockholder Engagement

The following chart describes certain actions taken during the last several years, including in 2023 and 2024, as a result

of our engagement with stockholders:


Category		Actions
Change-in-control vesting of equity awards		Eliminated automatic single-trigger vesting of equity awards in connection with a change-in- control.

Annual cash incentive awards for the Executive Chairman and the Chief Executive Officer		•Reduced the number of performance goals and made them more formulaic. •Incorporated environmental and sustainability measures beginning in 2020, which we have continued to refine. •Enhanced disclosure of performance goals to provide respective weightings, threshold, target, and maximum performance levels, payout levels, and actual performance achieved.

Long-term incentive (“LTI”) equity awards granted to the Executive Chairman and the Chief Executive Officer		•Enhanced disclosure of performance goals and results. •Refined the design of the LTI equity awards granted in 2024 as follows: –Structured vesting of the performance-based portion of the LTI equity awards on the Company’s achievement of three predetermined performance goals, including a relative goal based on performance at the end of the three-year performance period, rather than based entirely on one absolute performance goal as was the case in 2023; –Reduced the maximum payout of the performance-based portion of the LTI equity awards to 150% of target from 156.4% of target, as was the case during 2014-2023; –Lengthened the vesting period of the service- or time-based portion of the LTI equity awards to four years, from three years; and –Added a one-year post-vesting holding period that applies to any vested shares under the LTI equity awards (i.e., performance-based and time-based portions). •For LTI equity awards granted in 2025, changed dividends on unvested equity awards to be forfeitable so that dividends are only paid if the award vests.

Long-term performance- based equity awards granted to all NEOs (“Performance Plan Equity Awards”)		•Adopted and continued to refine a long-term performance program whereby each NEO receives an annual performance-based equity award, 100% of which is eligible to vest based upon formulaic performance goals. •Structured vesting of the performance-based equity awards on the Company’s achievement of three predetermined performance goals, including a relative goal based on performance at the end of the three-year performance period, which are then subject to an additional one- year post-vesting holding period requirement. •Enhanced disclosure of performance goals and results. •Eliminated reliance on a single performance goal: 2023 and 2024 awards vest based on achievement of two separate performance goals, and 2024 awards also include a modifier based on our relative TSR over a three-year period.

Disclosure of compensation for all NEOs		In addition to disclosures made for the Executive Chairman and the Chief Executive Officer, we disclose key performance considerations underlying compensation for the Other NEOs.


2025 Proxy Statement	58

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Compensation Governance

The Compensation Committee

The Compensation Committee consists of three independent directors, Messrs. Hash (Chair), Cain, and Klein. The

Compensation Committee administers our executive compensation program and is responsible for reviewing and approving

our compensation policies and the compensation paid to our NEOs and other executive officers. The Compensation

Committee has incorporated the following market-leading governance features into our executive compensation program:


☑	Stockholder-Friendly Practices We Follow	☒	Stockholder-Unfriendly Practices We Avoid
✓	Maintain a cap on both short-term and long-term incentive compensation payments	☒	Guaranteed bonuses
✓	Impose a one-year post-vesting holding period on substantially all equity awards granted to our NEOs	☒	Excessive perquisites
✓	Include a “double-trigger” change-in-control provision in all equity awards granted to our NEOs	☒	Excessive change-in-control or severance payments
✓	Maintain robust director and senior officer stock ownership guidelines	☒	Tax gross-up payments
✓	Maintain hedging and clawback policies	☒	Unrestricted pledging of the Company’s shares
✓	Conduct an annual say-on-pay vote	☒	Hedging or derivative transactions involving the Company’s shares
✓	Mitigate inappropriate risk-taking

Compensation Philosophy

The fundamental principle that drives pay decisions of the Compensation Committee is to align pay with performance.

The experience, abilities, and commitment of our NEOs (whose tenures average 22 years) provide the Company with unique

skill sets in the business of owning and operating essential real estate for the broad and diverse life science industry and

therefore have been and will continue to be critical to the Company’s long-term success and to the achievement of key

business objectives, including: (1) creation of long-term stockholder value; (2) profitability; (3) growth in FFO per share –

diluted, as adjusted; and (4) maintenance of a strong and flexible balance sheet. The Compensation Committee believes that

each NEO’s total annual compensation should vary with the performance of the Company and the performance of the

individual for the year in question.

The Compensation Committee believes that our compensation program:


CREATES	ENSURES	SETS	DISTINGUISHES	ALIGNS	REWARDS

incentives for management to support our key business objectives	a prudent use of equity	rigorous performance goals	between short-term and long-term time horizons and objectives	pay with performance	each NEO for accomplishments

Consistent with the Compensation Committee’s pay-for-performance philosophy, the Compensation Committee

considers the Company’s financial and operating performance, each NEO’s achievement of predetermined individual

performance measures, and market conditions when determining executive compensation. For 2024, the Compensation

Committee used a disciplined approach for determining each NEO’s compensation, based on the following general principles:

•Base salary should generally be an important but relatively small portion of total compensation;

•Annual cash incentive awards should be performance based;

•At least 50% of total annual compensation should be “at risk” compensation in the form of equity in order to align

a significant amount of compensation with the interests of the Company’s stockholders;

•A portion of each NEO’s equity compensation should include long-term incentive awards that vest solely upon

the achievement of performance conditions; and

•Each NEO’s total compensation should include an evaluation of the officer’s individual performance, position,

tenure with the Company, experience, expertise, leadership, management capability, and contribution to

profitability, growth in FFO per share – diluted, as adjusted, NOI, Common Stock dividends per share, and long-

term stockholder value.


2025 Proxy Statement	59

COMPENSATION DISCUSSION AND ANALYSIS (continued)

As described above, for our Other NEOs (i.e., NEOs excluding our Executive Chairman and our Chief Executive

Officer), the Compensation Committee has continued to consider a more formulaic approach to annual incentive

compensation. The Chair of the Compensation Committee has specifically discussed the existing holistic approach with

stockholders during our extensive stockholder outreach program, and stockholders have continued to express (i) support for

our current compensation program, (ii) hesitation to micromanage our business by insisting upon a rigid, formulaic approach,

and (iii) support for the Compensation Committee’s structuring of our executive compensation program in a manner it believes

to be in the best interests of the Company. Accordingly, for 2024, the Compensation Committee maintained its comprehensive

and holistic approach that has proved effective in retaining a team of Other NEOs with significant tenure. Our executive team’s

experienced leadership has been, and will continue to be, instrumental to the Company’s long-term success. The key

attributes of this approach for Other NEOs are as follows:

•Holistic review — The Compensation Committee performs a holistic review of each NEO’s performance and does

not assign specific weights to any particular factor.

•Reflection of corporate and individual performance — Compensation is not based on a rigid formula or

benchmark but reflects individual and corporate performance; each NEO’s total annual compensation varies with

the Company’s performance for the year in question.

•Effective retention — Each NEO has unique skill sets in the business of owning and operating essential real

estate for the broad and diverse life science industry. These skills are easily transferable to a variety of direct

competitors, as well as other businesses. Our NEOs’ tenures with the Company average 22 years, which the

Compensation Committee attributes, in part, to an effective executive compensation program.

Role of the Compensation Consultant

The Company continued in 2024 to engage FTI, an external compensation consultant that specializes in the real

estate industry and has been engaged by the Company for several years to review our executive compensation program and,

if appropriate, to recommend changes to ensure a fair, reasonable, and balanced compensation program for our NEOs that

motivates and rewards performance while closely aligning the interests of our NEOs with those of our stockholders. FTI also

reviewed the Company’s disclosure of various compensation and benefits payable to each NEO upon certain termination

events and provided compensation data and recommendations to the Board. The Compensation Committee has considered

and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the

Exchange Act, that could give rise to a potential conflict of interest with respect to FTI’s work. The Compensation Committee

determined, based on its analysis of these factors, that the work of FTI, and the individual compensation advisors employed by

FTI as compensation consultants, does not create any conflict of interest.

Role of Our Named Executive Officers

Mr. Marcus reviews in depth the performance of our Chief Executive Officer and the Other NEOs with the

Compensation Committee and makes compensation recommendations to the Compensation Committee for its review and final

determination. The NEOs and the Company’s finance and talent management teams provide market and Company-specific

information to the Compensation Committee that it uses in determining each NEO’s compensation in light of the Company’s

relative and absolute performance and individual contributions.


2025 Proxy Statement	60

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Compensation Peer Group

The Compensation Committee conducts a comprehensive review of the compensation programs and processes of

other publicly traded REITs as an informal “market check” of compensation practices, salary levels, and target incentive levels.

In reviewing this information, the Compensation Committee considers whether its compensation decisions are consistent with

market practices. The Compensation Committee evaluates compensation primarily on the corporate objectives discussed

above under “Compensation Philosophy” on page 58, viewing peer comparison as just one of several factors considered.

In selecting a peer group, the Compensation Committee focused first on public REITs that own laboratory or life

science space. Because only a small number of such REITs were identified in our complex real estate asset class, the

Compensation Committee expanded our comparison group to include REITs that compete with us for talent and match our

operational scale in terms of total assets, revenues, or equity capitalization, generally ranging from 0.5 to 2.5 times our size.

This approach aims to facilitate a balanced comparison by taking into account the complexities of managing a large REIT. In

addition, the Compensation Committee considered companies with solid credit ratings. The effectiveness of our NEOs in

competing with REITs that demonstrate strong credit metrics is critical for our strategic growth and funding of our development

and redevelopment pipeline. Consequently, peers with strong credit profiles are also factored into our evaluation when

selecting our compensation peer group.

The Compensation Committee identified the following companies as our compensation peer group for 2024 (the

“2024 Peer Group”) to support the Compensation Committee in establishing a fair, industry-aligned, and competitive

compensation program:

Compensation Peer Group

Owns

Laboratory or

Life Science

Space

S&P

Credit

Rating

S&P 500

Company

Total

Assets(1)

Total

Revenues(1)

Total Equity

Capitalization (1)(2)

BXP, Inc.

BXP

✓

BBB+

✓

Kilroy Realty Corporation

KRC

✓

BBB

Vornado Realty Trust

VNO

BB+

✓

Healthpeak Properties, Inc.

DOC

✓

BBB+

✓

Healthcare Realty Trust

Incorporated

BBB

✓

Medical Properties Trust, Inc.

MPW

B+

✓

Omega Healthcare Investors, Inc.

OHI

BBB-

Ventas, Inc.

VTR

✓

BBB+

✓

Welltower, Inc.

WELL

BBB+

✓

Prologis, Inc.

PLD

✓

Alexandria

ARE

✓

BBB+

✓

80th

Percentile

60th

Percentile

80th

Percentile

As of/for the year ended December 31, 2023.

(1)Source: S&P Global Market Intelligence. The column indicates whether the total assets, revenues, and equity capitalization of each peer, as applicable, were

within a range of 0.5 to 2.5 times our size.

(2)Total equity capitalization represents the outstanding shares of Common Stock multiplied by the closing price as of December 31, 2023.


2025 Proxy Statement	61

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Key Elements of the Executive Compensation Program

Our executive compensation program consists of three principal components, summarized in the table below, that we

believe together emphasize long-term performance and creation of long-term stockholder value. The percentages in the table

below reflect the actual base salary earned, the actual cash incentives paid, and the grant date fair value of equity awards, in

each case as reported in our “Summary Compensation Table

” for 2024 on page 96.


Compensation		What We Pay		Why We Pay It

FIXED	Short- Term	Base Salary	●	The Compensation Committee views base salary as the fixed compensation paid for ongoing performance throughout the year and required to attract, retain, and motivate Company executives.
			●	The base salaries of our NEOs are determined in consideration of their position, responsibilities, personal expertise, and experience, as well as the prevailing base salaries at the Company and elsewhere for similar positions.
			●	NEOs are eligible for periodic increases in their base salary as a result of Company performance and NEO performance, including leadership, contribution to Company goals, and stability of operations.

AT-RISK	Mid-Term	Annual Cash Incentive Awards1	●	Annual cash incentives for our NEOs reflect the Compensation Committee’s belief that a significant portion of the annual compensation of each NEO should be “at risk” and therefore contingent upon the performance of the Company, as well as the individual contribution of each NEO.

			●	Annual cash incentives further align our NEOs’ interests with those of stockholders and help the Company attract, retain, and motivate executive talent.
	Long- Term	Restricted Stock Awards	●	Equity compensation is designed to align the interests of NEOs and other employees with the interests of stockholders through growth in the value of the Company’s Common Stock.
			●	As determined by the Compensation Committee, the Company awards restricted stock as long-term incentives to motivate, reward, and retain NEOs and other employees.
			●	Restricted stock awards are utilized because their ultimate value depends on the performance of the Company’s future stock price, which provides motivation through variable “at risk” compensation and direct alignment with stockholders.
			●	A portion of each NEO’s compensation includes long-term incentive awards that vest solely upon the achievement of performance conditions that drive our key business objectives.
			●	Regular long-term equity grants ensure competitive compensation opportunities.

26%

16%

66%

75%

(1)Refer to “Summary Compensation Table” on page 96 for the detail of each NEO’s annual cash incentive award.


		= Executive Chairman and Chief Executive Officer
		= Other NEOs


2025 Proxy Statement	62

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2024 Compensation Decisions

Base Salaries

The base salary for each NEO is determined by the Compensation Committee. The Compensation Committee

decides whether to adjust compensation based on a wide range of factors relating to both corporate and individual

performance. For 2024, the Compensation Committee approved the following base salaries:


Name	Position	2024 Base Salary	2023 Base Salary	% Increase(1)
Joel S. Marcus .................	Executive Chairman and Founder	$1,300,000	$1,255,000	3.6%
Peter M. Moglia ................	Chief Executive Officer and Chief Investment Officer	$810,000	$780,000	3.8%
Marc E. Binda ...................	Chief Financial Officer and Treasurer	$650,000	$615,000	5.7%
Daniel J. Ryan ..................	Co-President and Regional Market Director – San Diego	$790,000	$750,000	5.3%
Hunter L. Kass .................	Co-President and Regional Market Director – Greater Boston	$700,000	$625,000	12.0%
Lawrence J. Diamond .....	Co-Chief Operating Officer and Regional Market Director – Maryland	$595,000	N/A(2)	N/A(2)

(1)Base salary increase reflects cost-of-living adjustment. Mr. Kass’s base salary increase also reflects his increased scope of responsibilities as Co-President

since his September 2023 promotion.

(2)Mr. Diamond was not an NEO in 2023.


2025 Proxy Statement	63

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

Structure and Target Value of Executive Chairman’s and Chief Executive Officer’s 2024 Cash Incentive Awards

Messrs. Marcus’s and Moglia’s respective employment agreements provide that each is eligible to receive an annual

cash incentive award, 60% of which is payable based upon the achievement of rigorous annual corporate performance criteria

established by the Compensation Committee (such portion of the annual cash incentive award, the “Corporate Performance

Component”) and 40% of which is payable based upon achievement of predetermined individual performance measures

established by the Compensation Committee (such portion of the annual cash incentive award, the “Individual Performance

Component”). For 2024, the Compensation Committee structured 80% of the Corporate Performance Component to be based

upon achievement of predetermined corporate performance measures, and the remaining 20% of the Corporate Performance

Component to be based upon the achievement of predetermined environmental and sustainability goals. The Compensation

Committee believes this mix is appropriate because it balances the teamwork and common purpose necessary to maximize

corporate success while motivating each executive to achieve the individual objectives appropriate for their respective

positions, as described in more detail below. Annual cash incentives awarded to our Executive Chairman and our Chief

Executive Officer are subject to a maximum of 225% of their respective base salaries.

For 2024, Messrs. Marcus and Moglia were eligible for the following threshold, target, and maximum percentages of

their base salaries:


				2024 Cash Incentive Award Opportunity

Level		Percentage of Base Salary		Mr. Marcus	Mr. Moglia
	Threshold ......................................................................		75%	$975,000	$607,500
	Target .............................................................................		150%	$1,950,000	$1,215,000
	Maximum .......................................................................		225%	$2,925,000	$1,822,500

The target bonus amounts for our Executive Chairman and our Chief Executive Officer, which, as a percentage of

their base salaries have not increased since 2012 and 2018, respectively, are below the average and median of chief

executive officers of companies in our 2024 Peer Group, as disclosed in proxy statements filed by the peer companies in 2024:


Company	Target as a Percentage of Base Salary	Target Bonus	Max as a Percentage of Base Salary	Max Bonus
BXP, Inc. .................................................................................	247%	$2,350,000	371%	$3,525,000
Kilroy Realty Corporation ....................................................	245%	$3,000,000	367%	$4,500,000
Healthcare Realty Trust Incorporated ................................	200%	$1,700,000	340%	$2,890,000
Medical Properties Trust, Inc. .............................................	200%	$2,000,000	300%	$3,000,000
Ventas, Inc. ............................................................................	200%	$2,150,000	360%	$3,870,000
Welltower, Inc. .......................................................................	225%	$2,700,000	450%	$5,400,000
Healthpeak Properties, Inc. .................................................	153%	$1,150,000	230%	$1,725,000
Prologis, Inc. ..........................................................................	150%	$1,500,000	300%	$3,000,000
Omega Healthcare Investors, Inc. .....................................	125%	$1,118,750	200%	$2,237,500
Vornado Realty Trust ............................................................	N/A(1)	N/A(1)	N/A(1)	N/A(1)

Average (excluding Alexandria) ..........................................	194%	$1,963,194	324%	$3,349,722
50th Percentile (excluding Alexandria) ..............................	200%	$2,000,000	340%	$3,000,000

(1)Not disclosed by the company and therefore excluded from average and median.


2025 Proxy Statement	64

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Corporate Performance Component of Executive Chairman’s and Chief Executive Officer’s 2024 Cash Incentive Awards

For 2024, the Compensation Committee determined that, with respect to the Corporate Performance Component of

Messrs. Marcus’s and Moglia’s annual cash incentive awards, (i) 80% would be based on the achievement of predetermined

rigorous corporate performance measures, weighted 50% toward balance sheet management goals and 50% toward

profitability and net asset value (“NAV”) related goals, and (ii) 20% would be based on the achievement of predetermined

environmental and sustainability goals. The following section focuses on the predetermined corporate performance measures,

and the section thereafter focuses on the predetermined environmental and sustainability goals.

2024 Corporate Performance Measures: Balance Sheet Management Goals and Profitability and NAV-Related Goals

The corporate performance measures for each category were established based upon a comprehensive review of the

Company’s strong multiyear financial and operating performance and 2024 budgets. The 2024 corporate performance goals

set by the Compensation Committee included annual balance sheet management, profitability, and NAV-related goals. In

setting the threshold, target, and maximum achievement levels for each 2024 corporate performance goal, the Compensation

Committee considered, among other things, the Company’s historical performance against the achievement levels previously

set for each annual cash incentive award metric, the importance of setting rigorous target achievement levels that meaningfully

align with our key business objectives, and our 2024 Peer Group’s relative performance, as compared to the Company’s

performance, in 2023 with respect to each annual cash incentive award metric. For most metrics where comparative data was

publicly available, the Company was generally required to perform at or above our peer companies’ median performance in

2023 in order for Messrs. Marcus and Moglia to earn a payout at the target achievement level.

Ultimately, the Compensation Committee decided to set the target achievement levels for the 2024 corporate

performance goals as described in the following pages for the reasons below:

•Messrs. Marcus and Moglia, as well as our Other NEOs, have continued to consistently generate strong

operating and financial year-over-year performance on behalf of the Company, so the Compensation Committee

decided to continue setting rigorous yet attainable goals that properly incentivize the achievement of this high

level of performance year after year.

•The Compensation Committee’s holistic view of the annual cash incentive award metrics, as well as its strong

understanding of how these metrics operate in the aggregate to contribute to both strong financial and operating

performance and long-term TSR performance, led the Compensation Committee to conclude that the target

achievement level for each performance goal was not only rigorous but also directly aligned with our key

business objectives, including the creation of long-term stockholder value.

•The 2024 corporate performance goals were based, in part, on the following general principles:

•Recognition of consistently strong long-term performance as opposed to strong growth following periods of

significant decline in performance;

•Recognition that many other qualitative goals for each NEO also contribute to both strong financial and

operating performance and long-term TSR performance (such as the environmental and sustainability

initiatives included in our strategic core business verticals); and

•Alignment with the strategic goal of maintaining attractive long-term cost of capital to support strategic long-

term growth.


2025 Proxy Statement	65

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2024 Balance Sheet Management Goals

The 2024 balance sheet management goals established by the Compensation Committee were strategically aligned

with the following objectives:

•Liquidity, net debt to Adjusted EBITDA, fixed-charge coverage ratio, and appropriate execution of capital plan

represent key credit considerations for our overall investment-grade credit ratings from S&P Global Ratings and

Moody’s Ratings; and

•Balance sheet management goals are generally based upon performance through December 31, and therefore,

goals reflect flexibility to accommodate strategic decisions that may temporarily impact goals for a very narrow

point in time. For example, an important real estate acquisition may arise late in the calendar year, and although

the acquisition may be strategic and focused on generating long-term value, the timing of the real estate

acquisition may result in slight, temporary adjustments to our balance sheet metrics, with no change in our long-

term balance sheet management goals.

The following table reflects the threshold, target, and maximum achievement levels established by the Compensation

Committee, as well as the relative weighting and actual achievement of each of our 2024 balance sheet management goals.


Alexandria’s Actual 2024 Performance

(1)This goal was based upon the strategy to maintain a range of liquidity of one to two years primarily to fund construction and normal debt maturities.

(2)Net debt to Adjusted EBITDA ratio is the lower of the three months ended December 31, 2024 annualized, or the trailing 12 months. Fixed-charge coverage

ratio is the higher of the three months ended December 31, 2024 annualized or the trailing 12 months. These goals were established to maintain one of the top

credit profiles in the REIT industry. Refer to “Net debt and preferred stock to Adjusted EBITDA” and “Fixed-charge coverage ratio” in the “Definitions and

Reconciliations” section of this Proxy Statement for additional information.

(3)This goal provided the Compensation Committee with discretion to evaluate how well the executives executed strategic capital decisions through

December 31, 2024, taking into consideration appropriate adjustments in strategy to address changes in the financial and debt and equity capital markets,

including the balance of pricing, tenure, capital structure, long-term capital alternatives, and maturity profile. For information regarding achievement of this goal

in 2024, refer to the discussion below under “Goal: Raising capital and further strengthening our long-term capital structure.”


2025 Proxy Statement	66

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2024 Profitability and NAV-Related Goals

Profitability and NAV-related goals are specific to each performance year and therefore will vary from year to year.

Key considerations each year, however, include, among others, key leasing to high-quality tenants, some of which may not be

investment-grade rated, occupancy and temporary vacancy during the year related to re-tenanting space, and the volume of

contractual lease expirations at the beginning of each year. We also consider the consistency of profitability and NAV over time

as opposed to strong growth following periods of significant decline in profitability and NAV.

The 2024 profitability and NAV-related goals established by the Compensation Committee were strategically aligned

with the following objectives:

•Recognition that our NEOs have achieved strong operating and financial performance over multiple years, as

opposed to outperformance following years of underperformance, and recognition of the need for flexibility to

accommodate short-term changes without impacting long-term goals;

•High-quality and stable cash flows from a REIT industry-leading, high-quality tenant base with 52% of annual

rental revenue from investment-grade or publicly traded large equity cap tenants as of December 31, 2024;

•Consistency of growth in income from rentals over multiple years;

•Consistent, strong dividend growth with a focus on retaining significant cash flows provided by operating

activities after dividends for reinvestment;

•Adjusted EBITDA margin for the Company that ranks among the top of our 2024 Peer Group and is consistent

with the strength of our credit profile; and

•Flexibility in a particular year while maintaining a strong long-term Adjusted EBITDA margin.

The following table reflects the threshold, target, and maximum achievement levels established by the Compensation

Committee, as well as the relative weighting and actual achievement of each of our 2024 profitability and NAV-related goals.


Alexandria’s Actual 2024 Performance

The Percentage of Total Annual Rental Revenue from Investment-Grade or Publicly Traded Large Cap Tenants goal was established to maintain our REIT industry-

leading percentage. Refer to “Annual rental revenue” and “Investment-grade or publicly traded large cap tenants” in the “Definitions and Reconciliations” section of

this Proxy Statement.

(1)Excludes the impact of dispositions that closed after January 1, 2024.

(2)The greater of the three months ended December 31, 2024 annualized or the trailing 12 months. Actual 2024 performance result of 72% represents Adjusted

EBITDA – for the fourth quarter of 2024 annualized.


2025 Proxy Statement	67

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2024 Environmental and Sustainability Goals

As discussed above, the remaining 20% of the Corporate Performance Component of Messrs. Marcus’s and Moglia’s

2024 annual cash incentive awards is based on the achievement of predetermined environmental and sustainability goals.

Specifically, the Compensation Committee established the following goals for these NEOs’ 2024 annual cash incentive awards,

which were designed to further our sustainability mission of making a positive impact on society by developing and operating

efficient and healthy buildings, mitigating greenhouse gas emissions (“GHG”) emissions and climate risk, and advancing

human health and nutrition.


	2024 Environmental and Sustainability Goals	Alexandria’s Actual 2024 Performance

Environmental and Sustainability Goals	Continued pursuit of LEED certification for new Class A/A+ development and redevelopment properties.	For properties owned as of December 31, 2024, we achieved a 10% increase in the number of properties certified or pursuing LEED certifications during 2024.
	Continued progress on carbon reduction strategy, as outlined in our annual corporate responsibility report, and enhancement of programming and disclosures in our annual corporate responsibility report, including consideration of guidelines from the Taskforce on Climate-related Financial Disclosures (TCFD).	•Our longstanding excellence in sustainability performance was reinforced by our achievements in the 2024 GRESB Real Estate Assessment. We received the GRESB Green Star designation for the eighth consecutive year and an “A” disclosure score for the seventh consecutive year, signifying best-in-class transparency in our sustainability practices and reporting. •Alexandria received a 2024 Nareit Sustainable Design Impact Award for our groundbreaking approach to utilizing alternative energy sources such as geothermal energy and wastewater heat recovery systems to reduce operational GHG emissions in Labspace® development projects in our Greater Boston and Seattle markets. •In the San Diego market, Alexandria GradLabs® at 9880 Campus Point Drive, located on the Campus Point by Alexandria Megacampus in the San Diego market, earned a 2024 International Institute for Sustainable Laboratories (I2SL) Lab Buildings and Projects Award for Excellence in Energy Efficiency. The state-of-the-art building was designed to operate as a highly energy-efficient research facility. •In the Seattle market, Alexandria was an honoree in the Water Stewardship category of the Puget Sound Business Journal’s 2024 Environmental and Sustainability Awards and the winner of the Seattle 2030 District’s 2024 Vision Award for Energy in recognition of our implementation of an innovative energy district at the Alexandria Center® for Life Science – South Lake Union Megacampus, which features one of the largest wastewater heat recovery systems in North America. •Our continued effort towards reducing operational GHG emissions per RSF by 30% by 2030 from a 2022 baseline.
	Continued pursuit of Fitwel and WELL certifications for healthy buildings, which recognize industry-leading approaches to the health, wellness, and productivity of the Company’s employees and tenants in the workplace.	For properties owned as of December 31, 2024, we achieved a 19% increase in the number of properties certified or pursuing Fitwel certifications in 2024.

12%

Based on its assessment of the achievements summarized in the table above, the Compensation Committee

determined in early 2025 that Messrs. Marcus and Moglia had earned 225% of the target level of the environmental and

sustainability metric of their 2024 annual cash incentive awards.


2025 Proxy Statement	68

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2024 Cash Incentive Award Decisions for Executive Chairman and Chief Executive Officer

As discussed above, the Company has delivered strong multiyear operating and financial performance, including in

2024. Due to the continued strong operating and financial performance in 2024, the achievement of the corporate performance

goals at the maximum level for all eight goals, the environmental and sustainability progress made as discussed above, and

the continued strong individual performance of Messrs. Marcus and Moglia in 2024, as discussed below, which resulted in

each NEO earning the maximum achievement level with respect to the individual performance component of their respective

2024 annual cash incentive awards, the Compensation Committee awarded Mr. Marcus an annual cash incentive award of

$2,925,000 and Mr. Moglia an annual cash incentive award of $1,822,500.

Individual Performance Component of Executive Chairman’s and Chief Executive Officer’s 2024 Cash Incentive Awards

Messrs. Marcus’s and Moglia’s respective employment agreements also provide that 40% of each of their annual

cash incentive awards be based upon the achievement of predetermined individual performance measures, which are to be

established each year by the Compensation Committee. As described further below, the Compensation Committee established

individual goals for both NEOs for 2024 that align with the Company’s key business objectives of creating value for, and

promoting the interests of, our stockholders.


2025 Proxy Statement	69

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Mr. Marcus’s 2024 Goals and Assessment of 2024 Performance

The 2024 individual goals established for Mr. Marcus by the Compensation Committee focused on key leadership in

the continued pursuit of maximizing long-term stockholder value. The performance goals established for Mr. Marcus in early

2024, and the achievement of each goal as determined by the Compensation Committee in early 2025, were as follows:

Goal: Direct the long-term strategy of the Company and oversee strategic business matters

Mr. Marcus led the execution of the following initiatives focused on the long-term strategy of the Company in 2024:

•Implemented and oversaw the differentiated business strategy that drove the Company’s strong multiyear

operating and financial performance, resulting in a growth in FFO per share – diluted, as adjusted of 5.6% and

36% for the one- and five-year periods ended December 31, 2024, respectively.

•Enhanced the Company’s asset base in North America, which, as of December 31, 2024, aggregated

69.3 million SF, including 39.8 million RSF of operating properties, 4.4 million RSF of Class A/A+ properties

undergoing construction, 1.9 million RSF of priority anticipated development and redevelopment projects, and

23.3 million SF of future development projects through our focus on our Megacampus strategy. 68% of our total

development and redevelopment pipeline RSF is within our Megacampus ecosystems, which represent cluster

campuses that consist of approximately 1 million RSF or more, including operating, active development/

redevelopment, and land RSF less operating RSF expected to be demolished.

•Took advantage of a favorable debt capital market environment in early 2024 and issued, on a leverage-neutral

basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate of 5.48%

and a weighted-average maturity of 23.1 years.

•Strongly executed our 2024 capital strategy, driven primarily by dispositions focused on a portfolio of diversified

assets that generated $1.4 billion of capital for reinvestment into our development and redevelopment projects.

•Executed long-term leases aggregating 5.1 million RSF with a weighted-average lease term of 8.9 years for

2024, up 19% compared to our 2014–2020 average of 4.3 million RSF. 84% of our leasing activity in 2024 was

generated from our existing tenant base.

•Oversaw strategic growth initiatives in each region, including Greater Boston, the San Francisco Bay Area, San

Diego, Seattle, Maryland, Research Triangle, New York City, and Texas; oversaw the Company’s New York City

regional strategic operations.

•Generated incremental annual NOI from 2024 development and redevelopment projects placed into service,

aggregating 1.5 million RSF that are 98% occupied across multiple submarkets, of $118 million.

•Operated and advanced the Company’s mission-critical proprietary products — including Alexandria

LaunchLabs®, the premier life science startup platform purpose-built to accelerate the growth of early-stage

companies; Alexandria Seed Capital Platform, an innovative model for seed-stage investments; Alexandria

Science Hotel®, step-up space from Alexandria LaunchLabs; Alexandria AscentLabs® (known as Alexandria

GradLabs® in San Diego), a dynamic platform accelerating the growth of early-stage life science companies;

Alexandria Innovation Suites, collaborative space for mature life science entities; and Alexandria VCSuites®,

high-end suites for leading venture capitalists — and further activated Megacampus ecosystems with curated

amenities and services to support our tenants in attracting and retaining top talent.

Goal: Streamlining business processes leading to decrease in general and administrative expenses

In 2024, Mr. Marcus oversaw the implementation of comprehensive cost-control and efficiency initiatives to reduce

Company’s expenditures, including general and administrative expenses. These measures provided savings during

the year ended December 31, 2024, with general and administrative expenses decreasing to 7.6% of NOI in 2024,

from 9.8% in 2023, and are expected to provide significant savings of approximately $32 million in 2025, representing

a reduction of 23% compared to 2024, based on the midpoint of our 2025 guidance.

Goal: Maintaining high operating margins

Under Mr. Marcus’s leadership, the Company achieved solid NOI margin of 71%, same property operating margin of

68%, and Adjusted EBITDA margin of 72% for the year ended December 31, 2024.

Goal: Lead the venture investments strategic core business vertical and life science ecosystem outreach

Mr. Marcus led the execution of the venture investments strategic core business vertical focused on providing long-

term investment capital to disruptive life science companies advancing transformative new modalities, platforms, and

innovative medicines to meaningfully improve human health. Alexandria’s life science venture investment activity

focuses on groundbreaking therapeutic platforms with immense potential to address a wide array of diseases. As of

December 31, 2024, Alexandria’s unrealized gains on non-real estate investments aggregated $83.6 million.


2025 Proxy Statement	70

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Goal: Lead the thought leadership strategic core business vertical

Alexandria and Mr. Marcus were honored with the inaugural Bisnow Life Sciences Icon & Influencer Award. This

prestigious award highlights Mr. Marcus and the Company’s significant long-term contributions to and lasting impact

on the life science real estate sector and broader life science industry. Mr. Marcus accepted the award on his own

behalf and that of Alexandria at Bisnow’s 2024 International Life Sciences & Biotech Conference, where he was also

the keynote speaker.

In 2024, Mr. Marcus led Alexandria Summit® events, which convene a diverse group of strategic partners and

impactful thought leaders representing academia, biopharma, government healthcare, patient advocates, and venture

capital to address important issues facing human health.

Goal: Oversee and inspire leadership, culture, management, mission, and retention

Mr. Marcus led the training, education, mentoring, growth, and retention of our entire team. Mr. Marcus managed the

career development of the Company’s NEOs and senior officers. Leadership, mentorship, and career development of

the NEOs and senior officers are of strategic importance to Mr. Marcus and the Board, as well as to the long-term

success of the Company. Mr. Marcus has consistently been effective in this important area, as evidenced by our low

attrition rate and history of finding highly qualified candidates for promotion from within our strong bench. Our Other

NEOs have an average tenure with the Company of about 19 years. Executive and senior management have an

average tenure with the Company of about 13 years.

Goal: Lead the corporate responsibility strategic core business vertical with emphasis on environmental sustainability and

corporate responsibility and philanthropy

In 2024, Alexandria was named one of the World’s Most Trustworthy Companies by Newsweek. This significant

distinction builds on the Company’s recognition by the publication as one of America’s Most Trustworthy Companies

in 2023. Alexandria is one of only three S&P 500 REITs recognized in the real estate and housing category.

Alexandria’s longstanding sustainability leadership and performance was reinforced by our achievements in the 2024

GRESB Real Estate Assessment. We received the GRESB Green Star designation for the eighth consecutive year

and an “A” disclosure score for the seventh consecutive year, signifying best-in-class transparency regarding our

sustainability practices and reporting.

Alexandria also received a 2024 Nareit Sustainable Design Impact Award for our groundbreaking approach to utilizing

alternative energy sources such as geothermal energy and wastewater heat recovery systems to reduce operational

GHG emissions in Labspace® development projects in the Greater Boston and Seattle markets.

Mr. Marcus led our corporate responsibility pillars, which are fundamental to the fulfillment of our mission and are

aimed at driving forward significant collaborative and innovative solutions to address some of today’s most pressing

and widespread societal challenges. Our eight corporate responsibility pillars comprise the following: (1) accelerating

medical innovation to save lives, (2) harnessing agtech to combat hunger and improve nutrition, (3) prioritizing the

mental health crisis, (4) revolutionizing addiction treatment, (5) supporting our military, our veterans, and their

families, (6) approaching homelessness as a healthcare problem, not a housing issue, (7) building principled leaders

though education, and (8) inspiring future generations with the stories and values of our nation’s heroes.

To prioritize the mental health crisis, Alexandria, in partnership with former congressman Patrick J. Kennedy and The

Kennedy Forum, held our second Alexandria Summit® on Mental Health in Washington, DC. Alexandria convened a

diverse set of key decision makers, influential life science industry thought leaders, members of Congress, regulatory

agency executives, and other key policymakers to advance the development of novel, effective psychiatric therapies

to address vast unmet need.

Goal: Effective communication with investors, analysts, and the general public and providing of insight into the Company’s

strategy for mission-critical activities

Mr. Marcus was an active participant in a substantial portion of the over 200 investor and analyst meetings held by

the Company during 2024, including the Company’s annual Investor Day meeting in December 2024.


2025 Proxy Statement	71

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Mr. Moglia’s 2024 Goals and Assessment of 2024 Performance

The 2024 individual goals established for Mr. Moglia by the Compensation Committee focused on key leadership in

the continued pursuit of maximizing long-term stockholder value. The performance goals established for Mr. Moglia in early

2024, and the achievement of each goal as determined by the Compensation Committee in early 2025, were as follows:

Goal: Supporting our selective development strategy focused on high-quality properties that are well positioned within our

identified core markets, have high-quality tenants in place, offer attractive returns on our investments, and drive the cost-

effective completion of the Company’s development and redevelopment properties

Mr. Moglia provided leadership, oversight, and strategic execution of the Company’s selective construction of new

Class A/A+ properties through development and redevelopment projects on collaborative Megacampus ecosystems

in AAA life science innovation cluster locations. Additionally, Mr. Moglia provided leadership and oversight of the

leasing strategy for these properties, focusing on high-quality tenants, high-quality cash flows, and attractive returns

on the Company’s investment. These efforts resulted in the following achievements during 2024:

•Strengthening of the Company’s asset base, which, as of December 31, 2024, aggregated 69.3 million SF

including 39.8 million RSF of operating properties, 4.4 million RSF of Class A/A+ properties undergoing

construction, 1.9 million RSF of priority anticipated development and redevelopment projects, and 23.3 million SF

of future development projects.

•Execution of long-term leases aggregating 5.1 million RSF with a weighted-average lease term of 8.9 years, up

19% compared to our 2014–2020 average of 4.3 million RSF. 84% of our leasing activity in 2024 was generated

from our existing tenant base.

•Successful execution of our 2024 capital strategy, driven primarily by dispositions focused on a portfolio of

diversified assets that generated $1.4 billion of capital for reinvestment into our development and redevelopment

projects.

•Delivery of development and redevelopment projects aggregating 1.5 million RSF, 98% occupied across multiple

submarkets, that generated incremental annual NOI of $118 million in 2024.

•As of December 31, 2024, the Company’s development and redevelopment pipeline of current projects that are

under construction is expected to generate incremental annual NOI aggregating $395 million, primarily

commencing from the first quarter of 2025 through the second quarter of 2028. These projects aggregate 4.4

million RSF and are 45% leased/negotiating, with 64% of the leased RSF generated from our existing tenant

base.

Goal: Execution of selective acquisition of value-add properties in AAA life science innovation clusters

In 2024, Mr. Moglia oversaw selective value-creation real estate acquisitions in our key life science cluster

submarkets aggregating 1.1 million SF of future development and redevelopment opportunities for an aggregate

purchase price of $249.4 million. These acquisitions were primarily focused on current and future development and

redevelopment opportunities, providing for expansion of our Megacampus ecosystems and accommodating the future

growth of our tenants.

Goal: Streamlining of business processes leading to decrease in general and administrative expenses

In 2024, Mr. Moglia oversaw the implementation of comprehensive cost-control and efficiency initiatives to reduce

Company’s expenditures, including general and administrative expenses. These measures provided savings during

the year ended December 31, 2024, with general and administrative expenses decreasing to 7.6% of NOI in 2024,

from 9.8% in 2023, and are expected to provide significant savings of approximately $32 million in 2025, representing

a reduction of 23% compared to 2024, based on the midpoint of our 2025 guidance.

Goal: Maintaining high operating margins

Under Mr. Moglia’s leadership, the Company achieved solid NOI margin of 71%, same property operating margin of

68%, and Adjusted EBITDA margin of 72% for the year ended December 31, 2024.

Goal: Solid rental rates on lease renewals and re-leasing of space

Mr. Moglia led the execution of leases aggregating 5.1 million RSF with a weighted-average lease term of 8.9 years

for 2024. This includes 1.3 million RSF executed during the three months ended December 31, 2024, with a

weighted-average lease term of 9.5 years — exceeding our five-year historical average of 8.9 years. Of the total

leases executed, 3.9 million RSF comprised lease renewals and re-leasing of space and 1.2 million RSF were

comprised leasing for developed, redeveloped, and previously vacant space in Class A/A+ properties. Our rental rate

growth on lease renewals and re-leasing of space for 2024 was 16.9% and 7.2% (cash basis).


2025 Proxy Statement	72

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Goal: Raising capital and further strengthening our long-term capital structure

Under Mr. Moglia’s leadership, the Company successfully executed many of the long-term components of our capital

strategy and further strengthened our capital structure:

•Generated significant net cash flows from operating activities. In 2024, we funded approximately $497.8 million of

our equity capital needs with net cash flows provided by operating activities after dividends.

•Successfully executed the Company’s strategic capital recycling program through real estate dispositions of

diversified assets, that generated $1.4 billion of capital for reinvestment into our development and redevelopment

projects.

•For the year ended December 31, 2024, achieved solid growth in same property NOI of 1.2% and 4.6% (cash

basis), as well as solid growth in Adjusted EBITDA (fourth quarter annualized) of 9%, which allowed us to:

•Maintain our low net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2024 annualized)

of 5.2x, which is consistent with our 5-year average; and

•Take advantage of a favorable debt capital market environment in early 2024 and issue, on a leverage-

neutral basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate

of 5.48% and a weighted-average maturity of 23.1 years.

•Maintained a strong and flexible balance sheet with significant liquidity as of December 31, 2024:

•Net debt and preferred stock to Adjusted EBITDA ratio of 5.2x and fixed-charge coverage ratio of 4.3x (fourth

quarter of 2024 annualized).

•Significant total balance sheet liquidity of $5.7 billion.

•The Company’s investment-grade credit ratings from S&P Global Ratings and Moody’s Ratings were BBB+

and Baa1, respectively, which continued to rank in the top 10% of credit ratings among all publicly traded

U.S. REITs.

•Weighted-average remaining term on outstanding debt of 12.7 years, one of the lowest debt maturities for

2025–2027 among all S&P 500 REITs, with 32% of our total debt maturing in 2049 or later.

•$684.1 million of capital contribution commitments from existing consolidated real estate joint venture

partners to fund construction from January 1, 2025 through 2028.

•$29.0 billion total market capitalization (calculated as the outstanding shares of Common Stock multiplied by

the closing price, plus total debt outstanding; all inputs as of December 31, 2024).

•$16.8 billion total equity capitalization (calculated as the outstanding shares of Common Stock multiplied by

the closing price; all inputs as of December 31, 2024).

Goal: Oversight of industry-leading sustainability initiatives and programming

As a member of Alexandria’s sustainability committee, Mr. Moglia supports our industry-leading sustainability

initiatives and programming, which directly benefit our tenants, employees, and communities and create long-term

value for our stockholders. During 2024, as a result of these efforts, we achieved the following:

•Seventh consecutive “A” disclosure score from GRESB signifying best-in-class transparency regarding our

sustainability practices and reporting.

•Eighth consecutive Green Star designation from GRESB.

•Received a 2024 Nareit Sustainable Design Impact Award for our groundbreaking approach to utilizing

alternative energy sources such as geothermal energy and wastewater heat recovery systems to reduce

operational GHG emissions in Labspace® development projects in the Greater Boston and Seattle markets.

•Several 2024 TOBY (The Outstanding Building of the Year) Awards from BOMA (Building Owners and Managers

Association) in Boston, San Francisco, and Research Triangle. The TOBY & Industry Awards recognize

excellence in property management, building operations, and service in the commercial real estate industry.

•In the BOMA Mid-Atlantic region, 60 Binney Street on the Alexandria Center® at Kendall Square

Megacampus won in the Life Science category; and Building 1400 on the Alexandria Center® at One Kendall

Square Megacampus won in the Renovated Building category.

•In the BOMA San Francisco and Pacific Southwest regions, the Alexandria Center® for Life Science – San

Carlos Megacampus won in the Life Science category.


2025 Proxy Statement	73

COMPENSATION DISCUSSION AND ANALYSIS (continued)

•In the BOMA Raleigh-Durham region, 8 Davis Drive on the Alexandria Center® for Advanced Technologies

and AgTech – Research Triangle Megacampus won in the Life Science category.

•Named one of the World’s Most Trustworthy Companies in 2024 by Newsweek. This significant distinction builds

on the Company’s recognition by the publication as one of America’s Most Trustworthy Companies in 2023.

Alexandria is one of only three S&P 500 REITs recognized in the real estate and housing category.

•In the Greater Boston market, 325 Binney Street, a 462,100 RSF development on the Alexandria Center® at One

Kendall Square Megacampus in Cambridge, earned LEED Platinum certification, the highest level of certification

under the U.S. Green Building Council’s Core and Shell rating system. Home to Moderna’s global headquarters

and R&D center, the ultra-efficient building is targeting LEED Zero Energy certification, reduced fossil fuel use

through the implementation of a geothermal system, and 100% renewable electricity, resulting in an estimated

97% reduction of GHG emissions relative to the MA 2020 Stretch Code baseline.

•In the San Diego market, Alexandria GradLabs® at 9880 Campus Point Drive, located on the Campus Point by

Alexandria Megacampus in the San Diego market, earned a 2024 International Institute for Sustainable

Laboratories (I2SL) Lab Buildings and Projects Award for Excellence in Energy Efficiency. The state-of-the-art

building was designed to operate as a highly energy-efficient research facility. In 2023, the LEED Platinum

certified facility earned an I2SL Labs2Zero pilot Energy Score of 96 out of 100, indicating its operational energy

performance is better than 96% of similar facilities.

•In the Seattle market, Alexandria was an honoree in the Water Stewardship category of the Puget Sound

Business Journal’s 2024 Environmental and Sustainability Awards and the winner of the Seattle 2030 District’s

2024 Vision Award for Energy in recognition of our implementation of an innovative energy district at the

Alexandria Center® for Life Science – South Lake Union Megacampus, which features one of the largest

wastewater heat recovery systems in North America.

Goal: Effective communication with Executive Chairman and the Board on matters of tactical and strategic importance,

including risk management matters

During 2024, Mr. Moglia participated in five meetings held by the full Board and met frequently with Mr. Marcus.

These meetings covered many key topics, including matters of tactical and strategic importance such as risk

management.

Goal: Effective communication with investors, analysts, and the general public and providing of insight into the Company’s

strategy for mission-critical activities

Mr. Moglia engaged with investors and analysts frequently throughout the year with regard to the Company’s interests

and during various real estate investor conferences. He was an active participant in a significant portion of the over

200 investor and analyst meetings held by the Company during 2024 and the Company’s annual Investor Day

meeting in December 2024.


2025 Proxy Statement	74

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Annual Cash Incentive Awards for Other NEOs

The employment agreements for Messrs. Binda, Ryan, Kass, and Diamond provide for annual cash incentive awards

that are granted at the discretion of the Compensation Committee, none of which are guaranteed. As described above, the

Compensation Committee considered a more formulaic approach for our Other NEOs but decided the existing method permits

the Compensation Committee to adjust compensation based on a wide range of factors relating to both corporate and

individual performance. In exercising its discretion, the Compensation Committee performs a holistic assessment of the

Company’s performance and each Other NEO’s individual achievements, taking into account competitive market dynamics as

well as the macroeconomic environment, and does not assign specific weights to any particular factor. Each Other NEO’s

annual cash incentive award is subject to a maximum amount equal to 300% of their base salary. Each Other NEO’s cash

incentive award for 2024 was below this threshold.

2024 Cash Incentive Award Decisions for Our Other NEOs

The Compensation Committee evaluated each Other NEO’s performance in the context of achievement of the goals

established in early 2024, as described below, and each Other NEO’s performance, position, tenure, experience, expertise,

leadership, and management capability. As a result, the Compensation Committee awarded each Other NEO a cash incentive

award for 2024 in the amount of $950,000 to Mr. Binda, $1,750,000 to Mr. Ryan, $1,750,000 to Mr. Kass, and $575,000 to Mr.

Diamond. Annual cash incentives awarded to Other NEOs are subject to a maximum of 300% of their respective base salaries.


2025 Proxy Statement	75

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Individual Performance Component of Our Other NEOs’ 2024 Cash Incentive Awards

In early 2024, the Compensation Committee established the following individual performance goals for each of our

Other NEOs to form the basis for the Compensation Committee’s annual cash incentive award determinations for 2024. The

performance goals were intended to be challenging, and they varied for each Other NEO based upon his role and

responsibilities.


Goal	Marc E. Binda	Daniel J. Ryan	Hunter L. Kass	Lawrence J. Diamond
Oversight of financial strategy and planning	●
Management of the Company’s capital structure	●
Maintenance of a strong and flexible balance sheet	●
Effective communication with executive management on matters of tactical and strategic importance	●	●	●	●
Active engagement with investment community	●	●	●
Oversight of industry-leading sustainability initiatives and programming	●
Oversight of cybersecurity initiatives and safeguards	●
Expansion of expertise in Megacampus design, building design, and placemaking strategy across each of our life science cluster markets		●
Solid growth in same property NOI		●	●
Maintaining solid NOI margin			●	●
Solid growth in rental rates on lease renewals and re-leasing of space		●	●	●
Maintaining solid occupancy		●	●	●
Achieving high pre-leasing and/or a high leased percentage of value-creation projects (ground-up development and/or redevelopment)		●	●	●
Oversight and execution of development and redevelopment projects at solid returns on investment		●	●	●
Execution of selective acquisition of value-add properties in AAA life science innovation clusters		●	●
Execution of selective real estate dispositions to enable capital allocation into high-value Class A/A+ properties		●	●	●

Each of the Other NEO’s achievements with respect to his respective 2024 performance goals are described below.


2025 Proxy Statement	76

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Mr. Binda’s 2024 Goals and Assessment of 2024 Performance

Overview. As Chief Financial Officer and Treasurer, Mr. Binda directed the organization toward attainment of revenue

and profitability goals. He collaborated closely with the Chief Executive Officer and other NEOs to develop and implement

strategic plans, objectives, and policies. Mr. Binda was instrumental in managing the Company’s financial operations, including

the development of financial strategies and the maintenance of accounting practices and procedures. He also managed the

Company’s engagements with the financial community, regularly working alongside the Chief Executive Officer and other

NEOs to foster relationships with analysts and stockholders. Under Mr. Binda’s leadership, the Company’s credit profile of

BBB+ from S&P Global Ratings and Baa1 from Moody’s Ratings as of December 31, 2024 continued to rank in the top 10% of

credit ratings among all publicly traded U.S. REITs. In 2024, the Company executed our financial and operating strategy and

accessed diverse sources of capital strategically important to our long-term capital structure. In 2024, Mr. Binda acted as an

effective and responsive organizational leader in all the Company’s financial matters, risk management, and internal controls.

Specific Individual Goals. The 2024 individual goals established for Mr. Binda in early 2024, and the achievement of

each goal as determined by the Compensation Committee in early 2025, were as follows:

Goal: Oversight of financial strategy and planning

Mr. Binda oversaw financial and operating strategy and planning led by the corporate finance team. He was

responsible for the disciplined management of key underlying metrics of our financial and operating strategy,

including leasing, same property NOI performance, construction (developments and redevelopments), acquisitions,

dispositions, debt and equity capital, as well as solid tenant collections. This oversight, combined with the execution

of our strategy by our entire team, led to the solid growth in our FFO per share – diluted as adjusted, of 5.6% and

36% for the one- and five-year periods ended December 31, 2024, respectively, and our credit ratings ranking in the

top 10% among all publicly traded U.S. REITs.

Goal: Management of the Company’s capital structure; maintenance of a strong and flexible balance sheet

Under Mr. Binda’s leadership, the Company achieved the following results, further strengthening the Company’s

capital structure:

•Generated significant net cash flows from operating activities. In 2024, we funded approximately $497.8 million of

our equity capital needs with net cash flows provided by operating activities after dividends.

•Strongly executed our 2024 capital strategy, driven primarily by dispositions that focused on a portfolio of

diversified assets that generated $1.4 billion of capital for reinvestment into our development and redevelopment

projects.

•For the year ended December 31, 2024, achieved solid growth in same property NOI of 1.2% and 4.6% (cash

basis), as well as solid growth in Adjusted EBITDA (fourth quarter of 2024 annualized) of 9%, which allowed us

to:

•Maintain our low net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2024 annualized)

of 5.2x which is consistent with our 5-year average; and

•Take advantage of a favorable debt capital market environment in early 2024 and issue, on a leverage-

neutral basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate

of 5.48% and a weighted-average maturity of 23.1 years.

•Continued the disciplined management of common equity issuances to support growth in FFO per share –

diluted, as adjusted. In 2024, the aforementioned internally generated capital enabled the Company to meet our

capital requirements while prudently managing the amount of equity issuances.

•Maintained a strong and flexible balance sheet as of December 31, 2024:

•Net debt and preferred stock to Adjusted EBITDA ratio of 5.2x and fixed-charge coverage ratio of 4.3x (fourth

quarter of 2024 annualized).

•Significant total balance sheet liquidity of $5.7 billion.

•The Company’s investment-grade credit ratings from S&P Global Ratings and Moody’s Ratings were BBB+

and Baa1, respectively, which continued to rank in the top 10% of credit ratings among all publicly traded

U.S. REITs.

•Weighted-average remaining term on outstanding debt of 12.7 years, one of the lowest debt maturities for

2025–2027 among all S&P 500 REITs.

•32% of our total debt maturing in 2049 or later.


2025 Proxy Statement	77

COMPENSATION DISCUSSION AND ANALYSIS (continued)

•$684.1 million of capital contribution commitments from existing consolidated real estate joint venture

partners to fund construction from January 1, 2025 through 2028.

•$29.0 billion total market capitalization (calculated as the outstanding shares of Common Stock multiplied by

the closing price, plus total debt outstanding; all inputs as of December 31, 2024).

•$16.8 billion total equity capitalization (calculated as the outstanding shares of Common Stock multiplied by

the closing price; all inputs as of December 31, 2024).

Goal: Effective communication with executive management on matters of tactical and strategic importance

Mr. Binda engaged with executive management in strategy meetings focused on strategic growth opportunities,

franchise development, development and construction, risk management, proactive management of contractual lease

expirations, review of Company-wide operational strategy and efficiency, and review of energy efficiency and

sustainability initiatives.

Goal: Active engagement with investment community

In 2024, Mr. Binda engaged with investors and analysts frequently with regard to the Company’s interests and during

various real estate investor conferences. He was an active participant in a portion of over 200 investor and analyst

meetings held by the Company during 2024 and the Company’s annual Investor Day meeting in December 2024.

Goal: Oversight of industry-leading sustainability initiatives and programming

As a member of Alexandria’s sustainability committee, Mr. Binda supports our industry-leading sustainability initiatives

and programming, which directly benefit our tenants, employees, and communities and create long-term value for our

stockholders. During 2024, as a result of these efforts, we achieved the following: