DEF 14A of Alexandria Real Estate Equities, Inc., Apr 3, 2024

DEF 14A of Alexandria Real Estate Equities, Inc.

Filed Apr 3, 2024 · FY20230001035443-24-000133

Open on EDGAR

  1. TABLE OF CONTENTS (continued)

    | COMPENSATION TABLES AND RELATED NARRATIVE | 98 | | Summary Compensation Table | 98 | | 2023 Grants of Plan-Based Awards Table | 100 | | Outstanding Equity Awards at Fiscal Year End Table | 102 | | 2023 Option Exercises and Stock Vested Table | 102 | | Pension Benefits Table | 103 | | 2023 Nonqualified Deferred Compensation Table | 103 | | Potential Payments Upon Termination or Change in Control | 105 | | Chief Executive Officer Pay Ratio | 109 | | Pay Versus Performance | 110 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 113 | | AUDIT COMMITTEE REPORT | 115 | | PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 116 | | Fees Billed by Independent Registered Public Accountants | 116 | | OTHER INFORMATION | 117 | | Annual Report on Form 10-K and Financial Statements and Committee and Corporate Governance Materials of the Company | 117 | | Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Tuesday, May 14, 2024 | 117 | | Stockholder Proposals and Director Nominations for the Company’s 2025 Annual Meeting | 117 | | Communicating with the Board | 118 | | Other Information | 118 | | Other Matters | 118 | | Definitions and Reconciliations | 119 | | APPENDIX I – AMENDED AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN | 125 |

  2. Corporate Governance Highlights

    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, 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 decisions and our strategy.

  3. Corporate Governance Highlights

    | Stockholder Rights and Accountability | | Board Refreshment | | | • | Annual election of all directors | • | Comprehensive, ongoing board succession planning process | | • | Majority voting in uncontested elections of directors | • | Commitment to considering qualified director candidates, including women and racial and ethnic minorities, and a policy of requesting an initial list of diverse candidates from any director search firm retained (Rooney Rule) | | • | Proxy access right for stockholders (market standard 3% ownership threshold, held continuously for 3 years; aggregation of up to 20 stockholders permitted) | | | | • | Robust stockholder engagement process | • | Regular refreshment of the Board, with our two most recent appointments enhancing the Board’s gender diversity | | • | No stockholder rights plan | • | Annual self-evaluations for the Board and its committees | | • | One class of Common Stock, with each share entitled to one vote since the inception of our Company | • | New director orientation and continuing director education on key topics and issues | | 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 | • | 100% attendance of directors at board and committee meetings in 2023 | | • | 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 |

  4. Corporate Governance Highlights

    | 2024 Proxy Statement | 14 | |

  5. Board Nominees

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

  6. Board Nominees

    | Name | Age | Director Since | Independence Status(1) | Occupation | Committee Memberships | | | | | | | | | | AC | CC | NG | LS | | Joel S. Marcus | 76 | 1994 | No (Employed by the Company) | Executive Chairman and Founder of the Company | — | — | — | M | | Steven R. Hash(2) | 59 | 2013 | Yes | Prior President and Chief Operating Officer, and Co-Founder of Renaissance Macro Research, LLC | M,F | C | — | — | | James P. Cain | 66 | 2015 | Yes | Managing Partner of Cain Global Partners, LLC | — | M | C | M | | Cynthia L. Feldmann | 71 | 2022 | Yes | Prior Partner at KPMG LLP and Prior National Partner-in-Charge of the Life Sciences practice for Coopers & Lybrand (now PricewaterhouseCoopers LLP) | — | — | — | M | | Maria C. Freire, PhD | 69 | 2012 | Yes | Prior President and Executive Director of Foundation for the National Institutes of Health | — | — | M | C | | Richard H. Klein | 68 | 2003 | Yes | Chief Financial Officer of Industrial Realty Group, LLC | C,F | M | — | — | | Sheila K. McGrath | 59 | 2023 | Yes | Prior Senior Managing Director of Evercore ISI | — | — | — | M | | Michael A. Woronoff | 63 | 2017 | Yes | Partner of Kirkland & Ellis LLP | M,F | — | M | M |

  7. Board Nominees

    (1)Independence is determined by the Board in accordance with the applicable NYSE listing standards. (2)Lead Director of the Board.

  8. Board Nominees

    | 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 | | |

  9. Director Nominee Selection Process

    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

  10. Director Nominee Selection Process

    | 2024 Proxy Statement | 20 | |

  11. Director Nominee Selection Process

    experiences, perspectives, expertise, careers, skills, and geographic locations 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 diversity and 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. As further described below, the Nominating & Governance Committee considers director candidates suggested by its members, other directors, management, and stockholders and may retain, from time to time, a third-party executive search firm to identify director candidates for consideration. Pursuant to the Company’s Corporate Governance Guidelines, when searching for director nominees, the Nominating & Governance Committee endeavors to consider qualified candidates, including women and racial and ethnic minorities, who meet the business and search criteria. The Company will also request from any search firm that it engages, and from which it requests a list of potential candidates for the Board, that the search firm include diverse candidates in its initial candidate list. 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 and diversity; financial literacy; knowledge of directorial duties; and integrity and professionalism. 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, see “Stockholder Proposals and Director Nominations for the Company’s 2025 Annual Meeting” of this Proxy Statement.

  12. Director Nominee Selection Process

    | 2024 Proxy Statement | 21 | |

  13. Background of Directors

    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.

  14. Background of Directors

    | Name | Age | Position | | Joel S. Marcus | 76 | Executive Chairman and Founder of the Company | | Steven R. Hash | 59 | Lead Director | | James P. Cain | 66 | Director | | Cynthia L. Feldmann | 71 | Director | | Maria C. Freire, PhD | 69 | Director | | Richard H. Klein | 68 | Director | | Sheila K. McGrath | 59 | Director | | Michael A. Woronoff | 63 | Director |

  15. Background of Directors

    | 2024 Proxy Statement | 27 | |

  16. Background of Directors

    | | 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 a mainstream asset class. Alexandria is the preeminent, largest, and longest-tenured owner, operator, and developer uniquely focused on collaborative life science mega campuses in AAA 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 equity capitalization of $21.8 billion and a total asset base in North America of 73.5 million SF, including 23.9 million SF of future development projects, as of December 31, 2023. From its IPO in May 1997 through December 31, 2023, Alexandria, which celebrated its 25th anniversary as an NYSE-listed company in May 2022, has generated an outstanding total shareholder return exceeding 1,510%. Alexandria was named the NAIOP 2019 Developer of the Year, and its 2023 Nareit Investor CARE (Communications and Reporting Excellence) Gold Award represents the Company’s eighth Nareit award in recognition of the best in 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 important 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, New York City, San Diego, Seattle, Maryland, and Research Triangle. 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 as well as promising agrifoodtech, and technology companies that are advancing new, transformative therapeutic modalities and platforms 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 pioneering social responsibility initiatives, which aim to develop and implement long-term, scalable solutions to some of society’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 illness, 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, and in September 2021, he was honored 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. |

  17. Background of Directors

    | 2024 Proxy Statement | 28 | |

  18. Background of Directors

    | Mr. Marcus serves on the board of directors of Applied Therapeutics, Inc. (NASDAQ: APLT) and Intra-Cellular Therapies, Inc. (NASDAQ: ITCI). 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; and Frequency Therapeutics, Inc. (now Korro Bio, Inc.; NASDAQ: KRRO), a clinical-stage biotechnology company, from 2018 to 2023. In March 2024, Mr. Marcus was selected to receive the inaugural Bisnow Life Sciences Icon & Influencer Award by Bisnow. This prestigious award highlights his significant 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 51 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 six 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. |

  19. Background of Directors

    | | 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. |

  20. Background of Directors

    | 2024 Proxy Statement | 29 | |

  21. Background of Directors

    | | 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. |

  22. Background of Directors

    | | Cynthia L. Feldmann has served as a director since March 2022. Since 2005, Ms. Feldmann has served as a director of STERIS PLC (“STERIS”) (NYSE: STE), a provider of infection prevention, decontamination, and health science technologies, products, and services, and she currently serves as chair of STERIS’s nominating and governance committee and a member of its audit committee, which she previously chaired. Since 2017, Ms. Feldmann has served as a director of UFP Technologies, Inc. (“UFP”) (NYSE: UFPT), a design, engineering, and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products, and she currently serves as chair of UFP’s audit committee and a member of its nominating committee. From 2013 until 2023, Ms. Feldmann has served as a director and, until 2021, as chair of the finance committee of Falmouth Academy, an academically rigorous, co-ed college preparatory day school for grades 7-12. From 2003 to 2018, Ms. Feldmann served as a director of Hanger, Inc. (“Hanger”) (NYSE: HNGR), a provider of orthotic and prosthetic services and products, and the largest orthotic and prosthetic managed care network in the United States. Ms. Feldmann chaired Hanger’s audit committee and served on its compensation committee and quality and technology committee. From 2020 to November 2023, Ms. Feldmann also served as a director of Frequency Therapeutics, Inc. (now Korro Bio, Inc.; NASDAQ: KRRO), a clinical-stage biotechnology company, and she previously served as the chair of its audit committee. From 2012 to 2013, Ms. Feldmann served as a director of Atrius Health, a non-profit organization comprising six leading Boston area physician groups representing more than 1,000 physicians serving nearly 1 million adult and pediatric patients. Ms. Feldmann previously served as Business Development Officer at Edwards Angell Palmer & Dodge LLP, a Boston-based law firm, with a specialty in serving life science companies. From 1994 to 2002, she was a Partner at KPMG LLP, holding various leadership roles in the firm’s Medical Technology and Healthcare & Life Sciences industry groups. Ms. Feldmann also served as National Partner-in-Charge of the Life Sciences practice for Coopers & Lybrand (now PricewaterhouseCoopers LLP (“PwC”)) from 1989 to 1994, among other leadership positions held during her 19-year career with the firm. Ms. Feldmann was a founding board member of MassMEDIC, a Massachusetts trade association for medical technology companies, where she also served as treasurer and a member of the executive committee during her tenure from 1997 to 2001. Ms. Feldmann is a retired CPA and holds a Masters Professional Director Certification from the American College of Corporate Directors. Ms. Feldmann’s qualifications to serve on the Board include her particular knowledge and experience in accounting, finance, and capital markets, as well as her public company experience, particularly in the medical device industry. |

  23. Background of Directors

    | 2024 Proxy Statement | 30 | |

  24. Background of Directors

    | | 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), Biogen (NASDAQ: BIIB), and 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. |

  25. Background of Directors

    | | 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. |

  26. Background of Directors

    | 2024 Proxy Statement | 31 | |

  27. Background of Directors

    | | 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). 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. |

  28. Background of Directors

    | | Michael A. Woronoff has served as a director since July 2017. Mr. Woronoff is 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 has 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 at all stages of development. 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 been an adjunct at UCLA’s School of Law, where he developed and teaches “Venture Capital and the Start-Up Company.” Mr. Woronoff also serves as a director and chair of the finance committee of the non-profit Alliance College-Ready Public Schools Foundation; a member of the Board of Governors of Cedars-Sinai, a non-profit academic healthcare organization; and a 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. |

  29. Background of Directors

    | 2024 Proxy Statement | 32 | |

  30. 2023 Director Compensation Table

    2023 Director Compensation Table

  31. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Joel S. Marcus(2) | — | — | — | — | | Steven R. Hash(3) | 221,000 | 175,016 | 49,225 | 445,241 | | James P. Cain(3) | 185,000 | 175,016 | 22,327 | 382,343 | | Cynthia L. Feldmann | 130,000 | 175,016 | — | 305,016 | | Maria C. Freire, PhD | 165,000 | 175,016 | — | 340,016 | | Jennifer Friel Goldstein(4) | 30,825 | 175,016 | 275,000 | 480,841 | | Richard H. Klein(3) | 170,000 | 175,016 | 4,122 | 349,138 | | Sheila K. McGrath | 10,953(5) | 118,140 | — | 129,093 | | Michael A. Woronoff(3) | 170,000 | 175,016 | 55,325 | 400,341 |

  32. 2023 Director Compensation Table

    (1)The dollar value of restricted stock awards set forth in this column is equal to the aggregate fair value at the grant date of (i) January 13, 2023 for each non-employee director other than Ms. McGrath and (ii) December 1, 2023 for Ms. McGrath, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). As of December 31, 2023, our non-employee directors held the following amounts of unvested restricted stock awards and phantom stock units:

  33. 2023 Director Compensation Table

    | Award Type | Steven R. Hash | James P. Cain | Cynthia L. Feldmann | Maria C. Freire | Jennifer Friel Goldstein(4) | Richard H. Klein | Sheila K. McGrath | Michael A. Woronoff | | Unvested restricted stock awards | — | — | 1,844 | 1,444 | — | 600 | — | — | | Phantom stock units | 11,196 | 4,965 | — | — | — | 1,162 | 1,000 | 12,803 |

  34. 2023 Director Compensation Table

    (2)Mr. Marcus, the Company’s Executive Chairman, was an employee of the Company in 2023 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 98. (3)Amounts presented for Messrs. Hash, Cain, Klein, and Woronoff in the “All Other Compensation” column consist of dividends earned in 2023 on their respective phantom stock units deferred under the Company’s Deferred Compensation Plan for Directors. (4)Pursuant to the Company’s Corporate Governance Guidelines, Ms. Goldstein resigned as a director of the Company, effective March 15, 2023, due to a change in her occupation. On March 24, 2023, the Board accepted the resignation of Ms. Goldstein as a director of the Company, effective March 15, 2023. Upon her resignation, Ms. Goldstein forfeited her unvested restricted stock awards in their entirety, representing an aggregate of 2,140 shares, comprising unvested restricted stock awards granted to Ms. Goldstein in 2021, 2022, and 2023. Ms. Goldstein’s annual restricted stock award that was granted in January 2023 and was subsequently forfeited upon her resignation is reflected in the “Stock Award” column of the table above. The grant date fair values of the restricted stock awards granted to Ms. Goldstein in 2021 and 2022 were previously reported in the Director Compensation Tables in the proxy statements for the Company’s 2022 and 2023 annual meetings of stockholders, respectively. In recognition of her service to the Company as a director, Ms. Goldstein was awarded a cash payment in the amount of $275,000, representing the value of Ms. Goldstein’s unvested shares on March 24, 2023. Excluding the $275,000 cash payment upon resignation, Ms. Goldstein’s total compensation for 2023 would have been $205,841. (5)Ms. McGrath was elected by the Board to serve as a director on December 1, 2023. This amount represents a prorated amount of the annual cash retainer fee earned by Ms. McGrath in 2023. In determining the form and amount of compensation to be paid to our independent directors in 2023, the Board considered recommendations from FTI Consulting, Inc. (“FTI”). At the end of 2022, the Board reviewed data provided by FTI for the peer group described under “Compensation Peer Group” on page 62 and considered industry trends in director compensation to determine the terms of the compensation program for our independent directors in 2023. In 2023, each director other than Mr. Marcus earned an annual cash retainer fee of $110,000, with the exceptions of Ms. McGrath (who was elected to serve as a director of the Company on December 1, 2023) and Ms. Goldstein (who resigned as a director of the Company on March 15, 2023), each of whom received their annual cash retainer fee on a pro rata basis, and the Lead Director, who earned an additional $50,000 in annual cash fees. Additional fees for various roles were as follows:

  35. 2023 Director Compensation Table

    | | 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 |

  36. 2023 Director Compensation Table

    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 $175,000 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. Upon her appointment to the Board on December 1, 2023, Ms. McGrath received a restricted stock award of 1,000 shares with an aggregate grant date fair value of $118,140, which shares will vest in full on the second anniversary of her appointment.

  37. 2023 Director Compensation Table

    | 2024 Proxy Statement | 39 | |

  38. 2023 Director Compensation Table

    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.

  39. Solid Long-Term Stockholder Value Creation

    Solid Long-Term Stockholder Value Creation Since our IPO in May 1997, Alexandria has consistently created significant value for our stockholders, achieving a TSR of 1,512% through December 31, 2023, which substantially surpassed the S&P 500 Index’s TSR of 820%, the FTSE Nareit Equity Health Care Index’s TSR of 980%, and the MSCI US REIT Index’s TSR of 792%, among others. This achievement translates to a compound annual growth rate (“annual growth rate”) of 11% since our IPO, surpassing the performance of various indices during the same period. Specifically, our annual growth rate exceeded that of S&P 500 Index’s 8.7%, the FTSE Nareit Equity Health Care Index’s 9.4%, the MSCI US REIT Index’s 8.6%, and was double the annual growth rate of the FTSE Nareit Equity Office Index’s 5.5%. This exceptional long-term value creation demonstrates the Company’s strategic acumen, operational excellence, and critical support for our life science industry tenants.

  40. The Fundamental Principle That Drives Our Pay Decisions Is to Align Pay With Performance

    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. •Over 50% of each NEO’s total annual compensation (an average of 70% in 2023) is delivered in the form of equity incentive grants that are “at risk” and directly dependent on long-term stockholder value, as calculated based on the grant date value of such equity awards as reported in our “Summary Compensation Table.” •A meaningful portion of the equity incentives granted to our NEOs is eligible to vest solely upon the achievement of preset rigorous performance goals over a multiyear period. For 2023, approximately 83% of our Executive Chairman’s and 69% of our Chief Executive Officer’s long-term equity incentives granted in 2023 vest upon achievement of metrics relating to our FFO per share, FFO per share multiple, and TSR over a three-year period, on an absolute and/or relative basis, based on the grant date value of such equity awards as reported in our “Summary Compensation Table.” •In 2023, Alexandria continued to demonstrate solid performance, highlighted by the increases of 6.5% in funds from operations per share – diluted, as adjusted, 12.2% in net operating income, and 5.1% in Common Stock dividends per share. In 2023, Alexandria achieved the highest growth in annual net operating income in Company history from development and redevelopment projects placed into service during 2023. This strong performance, despite a negative TSR for the period from December 31, 2021 to December 31, 2023 and the challenging macroeconomic environment, underscores Alexandria’s resilience and our ongoing ability to create long-term value for our stockholders. •NEO compensation is affected by both stock price declines and by the forfeiture of performance-based compensation when the Company's performance does not achieve predetermined targets. Because our predetermined absolute TSR targets were not met, in 2023 our NEOs forfeited 25% of the three-year performance-based incentive awards granted in 2020, and in 2024, our NEOs forfeited 50% of the three-year performance-based incentive awards granted in 2021. For additional information regarding forfeitures during 2023 and forfeitures in the first quarter of 2024, refer to the section titled “2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs.”

  41. Significant Changes to Our Executive Compensation Program as a Result of Stockholder Engagement

    | Category | Actions | | Change-in-control vesting of equity awards | Changed from single-trigger vesting to double-trigger vesting of equity awards granted to all NEOs. All currently outstanding equity awards are subject to double-trigger vesting. | | Annual incentive performance goals | Reduced the number of goals and made them more formulaic for the Executive Chairman and the Chief Executive Officer, and since 2020, incorporated environmental and sustainability measures. | | Disclosure of annual incentive corporate performance goals | Disclosed weightings, goals, and actual performance for the Executive Chairman’s and the Chief Executive Officer’s annual cash incentive awards. | | Disclosure of long-term incentive (“LTI”) award for performance goals related to FFO per share | Specific metrics for FFO per share will continue to be disclosed at the end of each performance period and are included below. We believe that disclosure of such metrics during a three-year performance period would be inappropriate since most REITs provide only annual guidance for FFO per share. | | Structure of LTI awards | Refined the structure of LTI awards granted to the Executive Chairman and the Chief Executive Officer for 2024 to include performance metrics relating to NOI growth and leverage ratio, in addition to a relative forward FFO per share equity multiple ranking modifier, and reduced the cap on maximum vesting that could be achieved for the performance-based portion of the LTI award, from 156.4% of target to 150% of target. Additionally, we extended the vesting schedule for the service-based portion of the LTI award to four years from three years, and we added a one-year holding period that applies to all vested shares under the annual LTI award. | | Disclosure of compensation for all NEOs | In addition to disclosures made for the Executive Chairman and the Chief Executive Officer, disclosed key performance considerations underlying compensation awarded to the Other NEOs. | | Performance-based program for all NEOs | Adopted a long-term performance program whereby each NEO receives an annual performance-based award, 100% of which is eligible to vest based upon formulaic performance goals. For awards granted in 2023, we revised the structure of our performance program so the awards are not based on a single metric, replacing the absolute TSR metric with a relative forward FFO per share equity multiple ranking metric; accordingly, the 2023 awards are based on (i) our relative TSR performance and (ii) our relative forward FFO performance, in each case over a three-year performance period. The shares subject to each award are also subject to a one-year holding period after vesting. For additional information, refer to “Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs” in this “Compensation Discussion and Analysis” section. |

  42. Positive Feedback From Stockholders

    Positive Feedback From Stockholders For our Other NEOs, the Compensation Committee utilizes a holistic approach to annual incentive compensation. The Compensation Committee has, however, 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. The feedback from stockholders generally consisted of the following: •Support for our current compensation program; and •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. We have also received generally positive feedback from stockholders during our ongoing engagement efforts in connection with the following: •Our stockholder engagement efforts and the changes to our compensation program made as a result of such engagement; •Our enhanced disclosures, which we have maintained and expanded in this Proxy Statement; •Our emphasis on long-term performance-based compensation; and •Our corporate responsibility efforts and related disclosures.

  43. The Compensation Committee

    | ☑ | 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 certain long-term incentive awards | ☒ | Excessive perquisites | | ✓ | Include a “double-trigger” change-in-control provision in all equity awards granted to 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 | | |

  44. Role of the Compensation Consultant

    Role of the Compensation Consultant The Company continued in 2023 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.

  45. Compensation Peer Group

    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 60, 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 three 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, and 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 value-creation 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 has identified the companies listed below as our compensation peer group for 2023, aiming to facilitate the Compensation Committee in establishing a compensation program that is fair, aligned with the industry standards, and competitive. This approach helps us attract and retain top talent, as well as maintain investor confidence by demonstrating compensation practices that are both equitable and aligned with stockholder interests. Our peer group for 2023 (the “2023 Peer Group”) consisted of the following companies:

  46. Compensation Peer Group

    | 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) | | Boston Properties, Inc. | BXP | ✓ | BBB+ | ✓ | ✓ | ✓ | | | Kilroy Realty Corporation | KRC | ✓ | BBB | | | | | | Healthpeak Properties, Inc. | PEAK | ✓ | BBB+ | ✓ | | ✓ | ✓ | | Healthcare Realty Trust Incorporated | HR | | BBB | | | | | | Medical Properties Trust, Inc. | MPW | | BB+ | | ✓ | ✓ | | | Ventas, Inc. | VTR | ✓ | BBB+ | ✓ | ✓ | ✓ | ✓ | | Welltower, Inc. | WELL | | BBB+ | ✓ | ✓ | ✓ | ✓ | | Prologis, Inc. | PLD | | A | ✓ | ✓ | ✓ | | | Alexandria | ARE | ✓ | BBB+ | ✓ | 75th Percentile | 50th Percentile | 75th Percentile |

  47. Compensation Peer Group

    (1)Source: S&P Global Market Intelligence. Column indicates whether total assets, revenues, and equity capitalization, as applicable, fell within 0.5 to 2.5 times our size as of December 31, 2022. (2)Total equity capitalization represents the outstanding shares of Common Stock multiplied by the closing price as of December 31, 2022.

  48. Compensation Peer Group

    | 2024 Proxy Statement | 62 | |

  49. Compensation Peer Group

    | KEY ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM |

  50. Compensation Peer Group

    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 2023 on page 98.

  51. Compensation Peer Group

    | 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. |

  52. Compensation Peer Group

    (1)Refer to “Summary Compensation Table” on page 98 for the detail of each NEO’s annual cash incentive award.

  53. Compensation Peer Group

    | | = Executive Chairman and Chief Executive Officer | | | = Other NEOs |

  54. Compensation Peer Group

    | 2024 Proxy Statement | 63 | |

  55. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  56. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer Structure and Target Value of Executive Chairman’s and Chief Executive Officer’s 2023 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 2023, 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 2023, Messrs. Marcus and Moglia were eligible for the following threshold, target, and maximum percentages of their base salaries:

  57. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | | | | | 2023 Cash Incentive Award Opportunity | | | Level | | Percentage of Base Salary | | Mr. Marcus | Mr. Moglia | | | Threshold | | 75% | $941,250 | $585,000 | | | Target | | 150% | $1,882,500 | $1,170,000 | | | Maximum | | 225% | $2,823,750 | $1,755,000 |

  58. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    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 2023 Peer Group, as disclosed in proxy statements filed by the peer companies in 2023:

  59. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | Company | Target as a Percentage of Base Salary | Target Bonus | Max as a Percentage of Base Salary | Max Bonus | | Boston Properties, Inc. | 254% | $2,350,000 | 381% | $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. | 200% | $2,300,000 | 400% | $4,600,000 | | Healthpeak Properties, Inc. | 153% | $1,150,000 | 230% | $1,725,000 | | Prologis, Inc. | 150% | $1,500,000 | 300% | $3,000,000 | | Average (excluding Alexandria) | 200% | $2,018,750 | 335% | $3,388,750 | | 50th Percentile (excluding Alexandria) | 200% | $2,075,000 | 350% | $3,262,500 |

  60. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 65 | |

  61. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    Corporate Performance Component of Executive Chairman’s and Chief Executive Officer’s 2023 Cash Incentive Awards For 2023, 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. 2023 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 2023 budgets. The 2023 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 2023 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 2023 Peer Group’s relative performance, as compared to the Company’s performance, in 2022 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 2022 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 2023 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 stockholder value creation. •The 2023 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.

  62. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 66 | |

  63. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    2023 Balance Sheet Management Goals The 2023 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 Moody’s Investors Service and S&P Global Ratings; and •Balance sheet management goals are generally based upon 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 2023 balance sheet management goals. Due to unavailability of our peers’ corresponding metrics in the S&P Global Market Intelligence database, our comparative rank among peers is not provided. (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)These goals were established to maintain one of the top credit profiles in the REIT industry. Net debt to Adjusted EBITDA is calculated using the lower of the three months ended December 31, 2023 annualized, or trailing 12 months. Fixed-charge coverage ratio is calculated using the higher of the three months ended December 31, 2023 annualized, or trailing 12 months. 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, 2023, taking into consideration appropriate adjustment 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 each NEO’s achievement of this goal in 2023, refer to the discussion below under “Goal: Raising capital and further strengthening our long-term capital structure.”

  64. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 67 | |

  65. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    2023 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 2023 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, 2023; •Consistency of growth in income from rentals over multiple years; •Consistent, strong dividend growth with a focus on retaining significant cash flows from operating activities after dividends for reinvestment; •Adjusted EBITDA margin for the Company that ranks among the top of our 2023 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. As discussed above, a critical component of the Compensation Committee’s process continues to be maintaining active ongoing engagement with our stockholders. In early 2023, in its evaluation of annual corporate performance criteria related to our Executive Chairman’s and Chief Executive Officer’s annual cash incentive awards for performance year 2023, the Compensation Committee considered the feedback received from our stockholder outreach discussions in 2022. As a result, the Compensation Committee refined certain profitability and NAV-related performance goals for 2023 to avoid potential duplication of the performance goals while maintaining a formulaic approach to the revised components. 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 2023 profitability and NAV-related goals. 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.

  66. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 68 | |

  67. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    2023 Environmental and Sustainability Goals As discussed above, the remaining 20% of the Corporate Performance Component of Messrs. Marcus’s and Moglia’s 2023 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’ 2023 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 and climate risk, and advancing human health and nutrition.

  68. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | | 2023 Environmental and Sustainability Goals | Alexandria’s Actual 2023 Performance | | Environmental and Sustainability Goals | Continued pursuit of LEED certification for new Class A/A+ development and redevelopment properties | During 2023, the number of properties certified or pursuing LEED certifications increased by 3%. | | | Continued enhancement of programming and disclosures in the annual corporate responsibility report, including consideration of guidelines from the Taskforce on Climate-Related Financial Disclosures (TCFD) | During 2023, we received multiple noteworthy achievements in the GRESB Real Estate Assessment. We earned 4-Star Ratings in the operating asset and development benchmarks; we achieved our seventh consecutive Green Star designation; and we received our sixth consecutive “A” disclosure score with a perfect score of 100 and a #1 ranking for transparency regarding our sustainability practices and reporting. We received the Cambridge Chamber of Commerce’s 2023 Visionary Award for developing 325 Binney Street, designed to be the most sustainable laboratory building in Cambridge and selected by Moderna as its new global headquarters and R&D center. 325 Binney Street, on our Alexandria Center® at One Kendall Square mega campus in Cambridge, is targeting LEED Zero Energy, LEED Platinum Core & Shell, Fitwel Life Science, and WiredScore Platinum certifications. We were awarded a 2023 Design Award in the Climate Action category by the AIA Calfornia for 685 Gateway Boulevard, an amenities hub designed at the forefront of sustainability. The building, which is designated as Zero Energy Ready and is on track to achieve the International Living Future Institute’s Zero Energy certification, was one of two projects recognized at the highest level in the awards program. | | | 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 | During 2023, we increased the number of properties certified or pursuing Fitwel certifications by 11%. |

  69. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    Based on its assessment of the achievements summarized in the table above, the Compensation Committee determined in early 2024 that Messrs. Marcus and Moglia had earned 225% of the target level of the environmental and sustainability metric of their 2023 annual cash incentive awards.

  70. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 69 | |

  71. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    2023 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 2023. Due to the continued strong operating and financial performance in 2023, 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 2023, as discussed below, which resulted in each NEO earning the maximum achievement level with respect to the individual performance component of their respective 2023 annual cash incentive awards, the Compensation Committee awarded Mr. Marcus an annual cash incentive award of $2,823,750 and Mr. Moglia an annual cash incentive award of $1,755,000. Individual Performance Component of Executive Chairman’s and Chief Executive Officer’s 2023 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 2023 that align with the Company’s key business objectives of creating value for, and promoting the interests of, our stockholders.

  72. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 70 | |

  73. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | Mr. Marcus’s 2023 Goals and Assessment of 2023 Performance |

  74. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    The 2023 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 2023, and the achievement of each goal determined in early 2024, 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 2023: •Enhanced the Company’s asset base, which, as of December 31, 2023, aggregated 73.5 million SF, including 42.0 million RSF of operating properties, 5.5 million RSF of Class A/A+ properties undergoing construction and one near-term project expected to commence construction in the next two years, 2.1 million RSF of priority anticipated development and redevelopment projects, and 23.9 million SF of future development projects. 66% of our value-creation pipeline RSF is within our mega campuses, 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 capital market environment in early 2023 and opportunistically issued, on a leverage-neutral basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate of 4.95% and a weighted-average maturity of 21.2 years. •Executed a self-funding strategy by effectively implementing our value harvesting and asset recycling program in 2023, in which sales primarily of real estate assets not integral to our mega campus strategy generated $1.3 billion of capital at attractive capitalization rates for investment into our highly leased development and redevelopment projects and strategic acquisitions. •Executed long-term leases aggregating 4.3 million RSF with a weighted-average lease term of 11.3 years for 2023, above our historically long weighted-average lease term of 8.8 years over the last 10 years. 76% of our leasing activity during the last twelve months was generated from our existing tenant base. •Oversaw strategic growth initiatives in each region, including Greater Boston, the San Francisco Bay Area, New York City, San Diego, Seattle, Maryland, Research Triangle, and Texas; oversaw the Company’s New York City regional strategic operations. •Generated the highest incremental annual net operating income in Company history from development and redevelopment projects placed into service, aggregating 2.5 million RSF that are 100% leased across multiple submarkets, of $265 million. •Implemented and oversaw the differentiated business strategy that drove the Company’s strong multiyear operating and financial performance. •Created, operated, and grew 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 campus amenities. 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 strategic investment capital to innovative life science entities developing transformative therapies and technologies. Alexandria’s life science investment activity focuses on groundbreaking therapeutic platforms with immense potential to address a wide array of diseases. As of December 31, 2023, Alexandria’s unrealized gains on non-real estate investments aggregated $196.9 million. Mr. Marcus, as a member of the Prix Galien USA Awards esteemed jury again this year, honored transformational innovations in life science. He, alongside other influential life science leaders, served on the Prix Galien USA Awards committee responsible for evaluating and recognizing the Best Digital Health Solution; Best Medical Technology; Best Incubators, Accelerators and Equity; and Best Startup.

  75. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 71 | |

  76. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    Goal: Lead the thought leadership strategic core business vertical In 2023, Mr. Marcus led Alexandria Summit® events, which are focused on convening a diverse group of visionary partners and key stakeholders from the biopharma, technology, agribusiness, medical, academic, venture and private equity capital, philanthropy, patient advocacy, and government communities to address critical challenges to advancing 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 with special emphasis on promoting diversity in leadership. Mr. Marcus managed the career development of the Company’s NEOs and senior officers. Leadership, mentoring, and developing careers 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. The 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 social responsibility and philanthropy Alexandria’s cutting-edge sustainability initiatives and performance were highlighted in the 2023 GRESB Real Estate Assessment, in which we achieved the following: (i) 4-Star Ratings in the operating asset and development benchmark, (ii) our seventh consecutive Green Star designation, and (iii) our sixth consecutive “A” disclosure score, with a perfect score of 100 and a #1 ranking for transparency regarding our sustainability practices and reporting in 2023. Mr. Marcus led our pioneering social responsibility efforts, 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 social responsibility pillars comprise the following: (1) accelerating medical innovation to save lives, (2) harnessing agtech to combat hunger and improve nutrition, (3) supporting our military, our veterans, and their families, (4) prioritizing the mental health crisis, (5) revolutionizing addiction treatment, (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. Mr. Marcus also led our partnership with Verily in the creation of OneFifteen, an innovative non-profit learning healthcare system dedicated to the full and sustained recovery of people living with opioid addiction and other substance use disorders. Together with Verily, we pioneered a fully integrated campus in Dayton, Ohio to house a novel data-driven comprehensive model encompassing a full continuum of care with dedicated facilities and services for medication-assisted treatment, residential housing, peer support, family reunification, workforce development, job placement, and community transition. In October 2023, OneFifteen celebrated its fourth anniversary of the campus in Dayton, Ohio. OneFifteen has treated over 7,500 patients since opening its doors in October 2019. Mr. Marcus and Alexandria presented a panel, titled “A National Imperative to Combat Mental Illness and Addiction,” featuring leading advocates of mental health and addiction recovery, congressmen and veterans Seth Moulton and Michael Waltz and the Navy SEAL Foundation’s chief executive officer Robin King, at the 2023 Galien Forum USA, which was held at the Alexandria Center® for Life Science – New York City in October 2023. 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 250 investor and analyst meetings held by the Company during 2023, including the Company’s annual Investor Day meeting in November 2023.

  77. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 72 | |

  78. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | Mr. Moglia’s 2023 Goals and Assessment of 2023 Performance |

  79. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    The 2023 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 2023, and the achievement of each goal determined in early 2024, 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 of collaborative life science mega campuses in AAA innovation cluster locations. Additionally, Mr. Moglia provided leadership and oversight of the leasing strategy for these properties focused on high-quality tenants, high-quality cash flows, and attractive returns on the Company’s investment. These efforts resulted in the following achievements during 2023: •Enhanced the Company’s asset base, which, as of December 31, 2023, aggregated 73.5 million SF including 42.0 million RSF of operating properties, 5.5 million RSF of Class A/A+ properties undergoing construction and one near-term project expected to commence construction in the next two years, 2.1 million RSF of priority anticipated development and redevelopment projects, and 23.9 million SF of future development projects. •Executed long-term leases aggregating 4.3 million RSF with a weighted-average lease term of 11.3 years for 2023, above our historically long weighted-average lease term of 8.8 years over the last 10 years; 76% of our leasing activity during the last twelve months was generated from our existing tenant base. •Executed a self-funding strategy by effectively implementing our value harvesting and asset recycling program in 2023, in which sales primarily of real estate assets not integral to our mega campus strategy generated $1.3 billion of capital at attractive capitalization rates for investment into our highly leased development and redevelopment projects and strategic acquisitions. •Placed into service development and redevelopment projects aggregating 2.5 million RSF that are 100% leased across multiple submarkets and generated the highest incremental annual net operating income in Company history of $265 million. •As of December 31, 2023, the Company’s highly leased value-creation pipeline of current projects and one near-term project that are under construction or that will commence construction in the next two years is expected to generate incremental annual net operating income aggregating $495 million, primarily commencing from the first quarter of 2024 through the fourth quarter of 2027. These projects aggregate 5.7 million RSF and are 60% leased/negotiating, with 70% of the leased RSF generated from our existing tenant base. In 2023, Mr. Moglia oversaw selective value-creation real estate acquisitions in our key life science cluster submarkets aggregating 1.6 million SF, including 1.1 million SF of future development and redevelopment opportunities, for an aggregate purchase price of $259.0 million. These acquisitions continue to be primarily focused on current and future development and redevelopment opportunities, providing for expansion of our mega campuses and accommodating the future growth of our tenants. Goal: Solid rental rates on lease renewals and re-leasing of space Mr. Moglia led the execution of leases aggregating 4.3 million RSF with a weighted-average lease term of 11.3 years for 2023, above our historically long weighted-average lease term of 8.8 years over the last 10 years. This includes 3.0 million RSF of lease renewals and re-leasing of space and 1.3 million RSF of developed, redeveloped, and previously vacant space leased in Class A/A+ properties. Our rental rate growth on lease renewals and re-leasing of space for 2023 was 29.4% and 15.8% (cash basis). 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 2023, we funded approximately $535.9 million of our equity capital needs with net cash flows from operating activities after dividends.

  80. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 73 | |

  81. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    •Continued strategic value harvesting through real estate dispositions, partial interest sales, and settlements of forward equity sales agreements. •In 2023, sales primarily of real estate assets not integral to our mega campus strategy generated $1.3 billion of capital at attractive capitalization rates for investment into our highly leased development and redevelopment projects and strategic acquisitions. •We settled our forward equity sales agreements that were outstanding as of December 31, 2022 by issuing 699 thousand shares of Common Stock, for which we received net proceeds of $104.3 million. •For the year ended December 31, 2023, achieved solid growth in same property net operating income of 3.4% and 4.6% (cash basis), as well as significant growth in Adjusted EBITDA (fourth quarter annualized) of 13%, which allowed us to: •Maintain our net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2023 annualized) to 5.1x, equaling the lowest leverage levels in Company history; and •Take advantage of a favorable capital market environment in early 2023 and opportunistically issue, on a leverage-neutral basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate of 4.95% and a weighted-average maturity of 21.2 years. •Maintained a strong and flexible balance sheet with significant liquidity as of December 31, 2023: •Net debt and preferred stock to Adjusted EBITDA of 5.1x, equaling the lowest leverage levels in Company history, and fixed-charge coverage ratio of 4.5x (fourth quarter of 2023 annualized). •Significant total balance sheet liquidity of $5.8 billion. •The Company’s investment-grade credit ratings from S&P Global Ratings and Moody’s Investors Service 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 12.8 years, with no debt maturities until 2025 and only 20% of our total debt matures in the next five years. •$1.2 billion of expected capital contribution commitments from existing consolidated real estate joint venture partners to fund construction from January 1, 2024 through 2027. •$33.1 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, 2023). •$21.8 billion total equity capitalization, which ranks in the top 10% among all publicly traded U.S. REITs. Goal: Oversight of industry-leading sustainability initiatives and programming As a member of Alexandria’s sustainability committee, Mr. Moglia oversees our industry-leading sustainability initiatives and programming, which directly benefit our tenants, employees, and communities and create long-term value for our stockholders. During 2023, as a result of these efforts, we achieved the following: •4-Star Ratings in the operating asset and development benchmarks from GRESB. •Sixth consecutive “A” disclosure score, with a perfect score of 100 from GRESB and a #1 ranking for transparency regarding our sustainability practices and reporting. •Seventh consecutive Green Star designation from GRESB. •Several 2023 TOBY (The Outstanding Building of the Year) Awards from BOMA (Building Owners and Managers Association) in Boston, San Diego, and Seattle. The TOBY & Industry Awards recognize excellence in property management, building operations, and service in the commercial real estate industry. •In our Cambridge submarket: Five recognitions across three of our mega campuses — Alexandria Center® at Kendall Square, Alexandria Center® at One Kendall Square, and Alexandria Technology Square® — for Corporate Facility, Building Under 100,000 SF, Laboratory Building, Historical Building, and Renovated Building categories. •In our Lake Union submarket: Two recognitions for 1165 Eastlake Avenue East on The Eastlake Life Science Campus by Alexandria mega campus in the Corporate Facility and Life Science categories. •In our University Town Center submarket: A recognition for 9880 Campus Point Drive on our Campus Point by Alexandria mega campus in the Life Science category. •Named one of Newsweek’s Most Trustworthy Companies in America. The Company was one of only six S&P 500 REITs recognized based on three public touchpoints of trust: customer trust, investor trust, and employee trust.

  82. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 74 | |

  83. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    •Awarded a 2023 Design Award in the Climate Action category by the AIA California for 685 Gateway Boulevard, an amenities hub designed at the forefront of sustainability. The building, which is designated as Zero Energy Ready and is on track to achieve the International Living Future Institute’s Zero Energy certification, was one of two projects recognized at the highest level in the awards program. The AIA California Design Award winners embody design excellence and address climate change. •Earned multiple awards in the Triangle Business Journal’s 2023 SPACE Awards, including Top Life Science/Laboratory Lease for 7 Triangle Drive on our Alexandria Center® for Sustainable Technologies mega campus and Top Flex Lease for our Alexandria Center® for Life Science – Durham mega campus. The annual SPACE Awards recognize the Research Triangle’s top real estate developments and transactions. •Received the Cambridge Chamber of Commerce’s 2023 Visionary Award for developing 325 Binney Street, designed to be the most sustainable laboratory building in Cambridge and selected by Moderna as its new global headquarters and R&D center. The chamber’s annual awards recognize innovators from the business, institutional, and non-profit communities effecting change and making a positive impact on people’s lives in Cambridge and beyond. •Selected for two 2023 CoStar Impact Awards — Commercial Development of the Year for 10055 Barnes Canyon Road on our SD Tech by Alexandria mega campus and Lease of the Year with Bristol Myers Squibb for our development of an innovative research hub for the global pharmaceutical company on our Campus Point by Alexandria mega campus. The CoStar Impact Awards recognize exemplary commercial real estate transactions and projects that have significantly influenced their communities. Goal: Effective communication with Executive Chairman and the Board on matters of tactical and strategic importance, including risk management matters During 2023, Mr. Moglia participated in four 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 250 investor and analyst meetings held by the Company during 2023 and the Company’s annual Investor Day meeting in November 2023.

  84. Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 75 | |

  85. Annual Cash Incentive Awards for Other NEOs

    Annual Cash Incentive Awards for Other NEOs The employment agreements for Messrs. Binda, Shigenaga, Ryan, Kass, and Ciruzzi 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. 2023 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 2023, 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 2023 in the amount of $950,000 to Mr. Binda, $1,625,000 to Mr. Shigenaga, $1,750,000 to Mr. Ryan, $1,750,000 to Mr. Kass, and $750,000 to Mr. Ciruzzi. Annual cash incentives awarded to Other NEOs are subject to a maximum of 300% of their respective base salaries.

  86. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 76 | |

  87. Annual Cash Incentive Awards for Other NEOs

    Individual Performance Component of Our Other NEOs’ 2023 Cash Incentive Awards In early 2023, 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 2023. The performance goals were intended to be challenging, and they varied for each Other NEO based upon his role and responsibilities.

  88. Annual Cash Incentive Awards for Other NEOs

    | Goal | Marc E. Binda | Dean A. Shigenaga | Daniel J. Ryan | Hunter L. Kass | Vincent R. Ciruzzi | | 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 mega campus design, building design, and placemaking strategy across each of our life science cluster markets | | | ● | | | | Solid growth in same property net operating income | | | ● | | | | Maintaining solid net operating income 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 value-creation projects at solid returns on investment | | | ● | ● | ● | | Execution of selective acquisition of value-added properties in AAA innovation clusters | | | ● | ● | | | Execution of selective real estate dispositions to enable capital allocation into high-value Class A/A+ properties | | | ● | ● | | | Maintaining high operating margins | | | ● | ● | |

  89. Annual Cash Incentive Awards for Other NEOs

    Each Other NEO’s achievements with respect to his respective 2023 performance goals are described below.

  90. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 77 | |

  91. Annual Cash Incentive Awards for Other NEOs

    | Mr. Binda’s 2023 Goals and Assessment of 2023 Performance |

  92. Annual Cash Incentive Awards for Other NEOs

    Overview. As Executive Vice President – Finance and Treasurer through September 15, 2023, and thereafter 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 Investors Service as of December 31, 2023 continued to rank in the top 10% of credit ratings among all publicly traded U.S. REITs. In 2023, the Company executed our strategy and accessed diverse sources of capital strategically important to our long-term capital structure. In 2023, 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 2023 individual goals for Mr. Binda were established in early 2023, during his tenure as Executive Vice President – Finance and Treasurer, and were revised following his promotion to Chief Financial Officer in September 2023. The achievement of each goal was evaluated in early 2024, with the following outcomes: 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 net operating income performance, construction (development and redevelopment), 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 36% for the five years ended December 31, 2023 and our credit ratings and total equity capitalization 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 to further strengthen the Company’s capital structure: •Generated significant net cash flows from operating activities. In 2023, we funded approximately $535.9 million of our equity capital needs with net cash flows from operating activities after dividends. •Successfully executed a self-funding strategy by effectively implementing our value harvesting and asset recycling program through real estate dispositions, partial interest sales, and settlements of forward equity sales agreements. •In 2023, sales primarily of real estate assets not integral to our mega campus strategy generated $1.3 billion of capital at attractive capitalization rates, for investment into our highly leased development and redevelopment projects and strategic acquisitions. •We settled our forward equity sales agreements that were outstanding as of December 31, 2022, by issuing 699 thousand shares of Common Stock, for which we received net proceeds of $104.3 million. •For the year ended December 31, 2023, achieved solid growth in same property net operating income of 3.4% and 4.6% (cash basis), as well as significant growth in Adjusted EBITDA (fourth quarter annualized) of 13%, which allowed us to: •Maintain our net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2023 annualized) to 5.1x, equaling the lowest leverage levels in Company history; and •Take advantage of a favorable capital market environment in early 2023 and opportunistically issue, on a leverage-neutral basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate of 4.95% and a weighted-average maturity of 21.2 years. •Continued the disciplined management of common equity issuances to support growth in FFO per share – diluted, as adjusted. In 2023, the aforementioned internally generated capital enabled the Company to meet our capital requirements while prudently minimizing the amount of equity issuances.

  93. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 78 | |

  94. Annual Cash Incentive Awards for Other NEOs

    •Maintained a strong and flexible balance sheet with the lowest leverage in Company history as of December 31, 2023: •Net debt and preferred stock to Adjusted EBITDA of 5.1x, equaling the lowest leverage levels in Company history, and fixed-charge coverage ratio of 4.5x (fourth quarter of 2023 annualized). •Significant total balance sheet liquidity of $5.8 billion. •The Company’s investment-grade credit ratings from S&P Global Ratings and Moody’s Investors Service 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 12.8 years, with no debt maturities until 2025 and only 20% of our total debt matures in the next five years. •$1.2 billion of expected capital contribution commitments from existing consolidated real estate joint venture partners to fund construction from January 1, 2024 through 2027. •$33.1 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, 2023). •$21.8 billion total equity capitalization, which ranks in the top 10% among all publicly traded U.S. REITs. As a result of Mr. Binda’s promotion to Chief Financial Officer and Treasurer effective as of September 15, 2023, additional responsibilities and goals were established as follows: 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 2023, 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 investor and analyst meetings held by the Company during 2023 and the Company’s annual Investor Day meeting held in November 2023. Goal: Oversight of industry-leading sustainability initiatives and programming Mr. Binda, along with other executives, oversees our sustainability initiatives and programming, which directly benefit our tenants, employees, and communities and create long-term value for our stockholders. Goal: Oversight of cybersecurity initiatives and safeguards Mr. Binda oversees the development and enhancement of our information technology and network systems, including the implementation of security measures designed to help safeguard our systems and data infrastructure, which are used to manage our tenant and vendor relationships, internal communications, accounting and record-keeping systems, and other operational functions. Mr. Binda plays a key role in the development and enhancement of internal controls designed to prevent, detect, address, and mitigate the risk of cybersecurity incidents.

  95. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 79 | |

  96. Annual Cash Incentive Awards for Other NEOs

    | Mr. Shigenaga’s 2023 Goals and Assessment of 2023 Performance |

  97. Annual Cash Incentive Awards for Other NEOs

    Overview. As President and Chief Financial Officer through September 15, 2023, Mr. Shigenaga directed the organization to ensure the attainment of revenue and profitability goals and participated with the Chief Executive Officer and the Other NEOs in formulating and executing current and long-term plans, objectives, and policies. Mr. Shigenaga effectively oversaw the Company’s financial functions, including financial plans and policies and accounting practices and procedures, and the Company’s relationship with the financial community. Mr. Shigenaga regularly participated with the Chief Executive Officer and the Other NEOs in representing the Company in relationships with analysts and stockholders. Mr. Shigenaga also directed the controller, treasury, and tax functions and oversaw cybersecurity matters. Under Mr. Shigenaga’s leadership, the Company’s credit profile as of December 31, 2023 of BBB+ and Baa1 from S&P Global Ratings and Moody’s Investors Service, respectively, continued to rank in the top 10% of credit ratings among all publicly traded U.S. REITs. In 2023, the Company executed our strategy and accessed diverse sources of capital strategically important to our long-term capital structure. In 2023, Mr. Shigenaga acted as an effective and responsive organizational leader in all the Company’s financial matters, risk management, and internal controls. Specific Individual Goals. Mr. Shigenaga resigned from his roles as President and Chief Financial Officer, effective as of September 15, 2023, and remained a full-time employee through December 31, 2023. Mr. Shigenaga’s 2023 individual goals established in early 2023, and the achievement of each goal, were as follows: Goal: Oversight of financial strategy and planning Mr. Shigenaga 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 net operating income performance, energy optimization and sustainability projects, construction (development and redevelopment), 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, and TSR of 36% and 28%, respectively, for the five years ended December 31, 2023 and our credit ratings and total equity capitalization 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. Shigenaga’s leadership, the Company achieved the following results to further strengthen the Company’s capital structure: •Generated significant net cash flows from operating activities. In 2023, we funded approximately $535.9 million of our equity capital needs with net cash flows from operating activities after dividends. •Successfully executed a self-funding strategy by effectively implementing our value harvesting and asset recycling program through real estate dispositions, partial interest sales, and settlements of forward equity sales agreements. •In 2023, sales primarily of real estate assets not integral to our mega campus strategy generated $1.3 billion of capital at attractive capitalization rates, for investment into our highly leased development and redevelopment projects and strategic acquisitions. •We settled our forward equity sales agreements that were outstanding as of December 31, 2022, by issuing 699 thousand shares of Common Stock, for which we received net proceeds of $104.3 million. •For the year ended December 31, 2023, achieved solid growth in same property net operating income of 3.4% and 4.6% (cash basis), as well as significant growth in Adjusted EBITDA (fourth quarter annualized) of 13%, which allowed us to: •Maintain our net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2023 annualized) to 5.1x, equaling the lowest leverage levels in Company history; and •Take advantage of a favorable capital market environment in early 2023 and opportunistically issue, on a leverage-neutral basis, unsecured senior notes payable aggregating $1.0 billion with a weighted-average interest rate of 4.95% and a weighted-average maturity of 21.2 years. •Continued the disciplined management of common equity issuances to support growth in FFO per share – diluted, as adjusted. In 2023, the aforementioned internally generated capital enabled the Company to meet our capital requirements while prudently minimizing the amount of equity issuances.

  98. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 80 | |

  99. Annual Cash Incentive Awards for Other NEOs

    •Maintained a strong and flexible balance sheet with the lowest leverage in Company history as of December 31, 2023: •Net debt and preferred stock to Adjusted EBITDA of 5.1x, equaling the lowest leverage levels in Company history, and fixed-charge coverage ratio of 4.5x (fourth quarter of 2023 annualized). •Significant total balance sheet liquidity of $5.8 billion. •The Company’s investment-grade credit ratings from S&P Global Ratings and Moody’s Investors Service 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 12.8 years, with no debt maturities until 2025 and only 20% of our total debt matures in the next five years. •$1.2 billion of expected capital contribution commitments from existing consolidated real estate joint venture partners to fund construction from January 1, 2024 through 2027. •$33.1 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, 2023). •$21.8 billion total equity capitalization, which ranks in the top 10% among all publicly traded U.S. REITs. Goal: Effective communication with executive management on matters of tactical and strategic importance Mr. Shigenaga engaged frequently throughout the year 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 Mr. Shigenaga established premier reporting practices and set a high standard in financial reporting by consistently providing investors and analysts with efficient and transparent disclosures. The recognition of the Company’s exceptional transparency, quality, and efficient communications and reporting to the investment community achieved under Mr. Shigenaga’s leadership is evidenced by the eight Nareit Investor CARE awards received by the Company over the past nine years, including the most recent award received in 2023, and seven Gold Awards received since 2015 — the most Gold Awards earned by any equity REIT. These awards were judged by an independent panel of REIT securities analysts and portfolio managers. In 2023, Mr. Shigenaga 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 significant portion of the over 250 investor and analyst meetings held by the Company during 2023 and the Company’s annual Investor Day meeting held in November 2023. Goal: Oversight of industry-leading sustainability initiatives and programming Mr. Shigenaga, along with other executives, provides oversight of our sustainability initiatives and programming, which directly benefit our tenants, employees, and communities and create long-term value for our stockholders. We aim to be one of the most environmentally innovative, socially responsible, and economically strong companies in the world, and, as a result of Mr. Shigenaga’s efforts during 2023, the Company made great strides toward this goal. During 2023, as a result of these efforts, Alexandria achieved the following: •4-Star Ratings in the operating asset and development benchmarks from GRESB. •Sixth consecutive “A” disclosure score, with a perfect score of 100 from GRESB and a #1 ranking for transparency regarding our sustainability practices and reporting. •Seventh consecutive Green Star designation from GRESB. •Several 2023 TOBY (The Outstanding Building of the Year) Awards from BOMA (Building Owners and Managers Association) in Boston, San Diego, and Seattle. The TOBY & Industry Awards recognize excellence in property management, building operations, and service in the commercial real estate industry. •In our Cambridge submarket: Five recognitions across three of our mega campuses — Alexandria Center® at Kendall Square, Alexandria Center® at One Kendall Square, and Alexandria Technology Square® — for Corporate Facility, Building Under 100,000 SF, Laboratory Building, Historical Building, and Renovated Building categories.

  100. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 81 | |

  101. Annual Cash Incentive Awards for Other NEOs

    •In our Lake Union submarket: Two recognitions for 1165 Eastlake Avenue East on The Eastlake Life Science Campus by Alexandria mega campus in the Corporate Facility and Life Science categories. •In our University Town Center submarket: A recognition for 9880 Campus Point Drive on our Campus Point by Alexandria mega campus in the Life Science category. •Named one of Newsweek’s Most Trustworthy Companies in America. The Company was one of only six S&P 500 REITs recognized based on three public touchpoints of trust: customer trust, investor trust, and employee trust. •Awarded a 2023 Design Award in the Climate Action category by the AIA California for 685 Gateway Boulevard, an amenities hub designed at the forefront of sustainability. The building, which is designated as Zero Energy Ready and is on track to achieve the International Living Future Institute’s Zero Energy certification, was one of two projects recognized at the highest level in the awards program. The AIA California Design Award winners embody design excellence and address climate change. •Earned multiple awards in the Triangle Business Journal’s 2023 SPACE Awards, including Top Life Science/Laboratory Lease for 7 Triangle Drive on our Alexandria Center® for Sustainable Technologies mega campus and Top Flex Lease for our Alexandria Center® for Life Science – Durham mega campus. The annual SPACE Awards recognize the Research Triangle’s top real estate developments and transactions. •Received the Cambridge Chamber of Commerce’s 2023 Visionary Award for developing 325 Binney Street, designed to be the most sustainable laboratory building in Cambridge and selected by Moderna as its new global headquarters and R&D center. The chamber’s annual awards recognize innovators from the business, institutional, and non-profit communities effecting change and making a positive impact on people’s lives in Cambridge and beyond. •Selected for two 2023 CoStar Impact Awards — Commercial Development of the Year for 10055 Barnes Canyon Road on our SD Tech by Alexandria mega campus and Lease of the Year with Bristol Myers Squibb for our development of an innovative research hub for the global pharmaceutical company on our Campus Point by Alexandria mega campus. The CoStar Impact Awards recognize exemplary commercial real estate transactions and projects that have significantly influenced their communities. •Published our 2023 Green Bond Allocation Report highlighting Alexandria’s commitment to investing in sustainable projects. Goal: Oversight of cybersecurity initiatives and safeguards Mr. Shigenaga oversaw the development and enhancement of our information technology and network systems, including the implementation of security measures designed to help safeguard our systems and data infrastructure, which are used to manage our tenant and vendor relationships, internal communications, accounting and record-keeping systems, and other operational functions. During 2023, Mr. Shigenaga also oversaw implementation of controls around our treasury function, including enhancement of payment authorization, notification procedures, and verification requirements relating to new vendor setup and vendor information changes. Mr. Shigenaga also oversaw the development and enhancement of internal controls designed to prevent, detect, address, and mitigate the risk of cybersecurity incidents.

  102. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 82 | |

  103. Annual Cash Incentive Awards for Other NEOs

    | Mr. Ryan’s 2023 Goals and Assessment of 2023 Performance |

  104. Annual Cash Incentive Awards for Other NEOs

    Overview. As Co-President and Regional Market Director – San Diego, Mr. Ryan oversaw the management of the Company’s San Diego market, which, as of December 31, 2023, was the Company’s second-largest market in terms of rentable square footage (19% of the Company’s total RSF) and largest market in terms of number of properties (90 properties). In close coordination with the Company’s other senior executives, Mr. Ryan led a team of real estate professionals in implementing the Company’s strategic directives within the San Diego market, including the marketing and leasing of existing and newly developed or redeveloped space; the permitting, design, and construction of new development and redevelopment projects; the ongoing management of operating properties in the regional asset base; and the selective acquisition and disposition of properties in the San Diego market. In addition to his management activities in the San Diego market, Mr. Ryan also represented the Company to tenants, key members of the life science community, brokers, partners, analysts, and investors and led certain strategic real estate and leasing initiatives across the Company’s other markets. Specific Individual Goals. The 2023 individual goals established for Mr. Ryan in early 2023, and the achievement of each goal determined in early 2024, were as follows: Goal: Expansion of expertise in mega campus design, building design, and placemaking strategy across each of our life science cluster markets Mr. Ryan led the Company’s strategy for mega campus design, building design, and placemaking across each of our life science cluster markets. As of December 31, 2023, the Company’s mega campuses encompassed 75% of the Company’s annual rental revenue. Additionally, our highly leased value-creation pipeline of current projects and one near-term project that are under construction or that will commence construction in the next two years is expected to generate incremental annual net operating income aggregating $495 million, primarily commencing from the first quarter of 2024 through the fourth quarter of 2027. Goal: Solid growth in same property net operating income Under Mr. Ryan’s leadership, the Company achieved strong growth in same property net operating income of 3.4% and 4.6% (cash basis) for the year ended December 31, 2023. Goal: Solid growth in rental rates on lease renewals and re-leasing of space Mr. Ryan led the execution of leases aggregating 876,343 RSF in the San Diego market during 2023. This includes 409,745 RSF of developed, redeveloped, and previously vacant space leased in Class A/A+ properties and 466,598 RSF of lease renewals and re-leasing of space at rental rates reflecting increases of 10.0% and 5.3% (cash basis). As of December 31, 2023, our San Diego market generated 54% of its annual rental revenue from investment-grade or publicly traded large cap tenants. Goal: Maintaining solid occupancy Under Mr. Ryan’s management, our operating asset base for the San Diego market had an occupancy level of 94.1% as of December 31, 2023. Goal: Maintaining high operating margins Under Mr. Ryan’s leadership, the Company achieved a solid same property operating margin of 69% as of December 31, 2023. Goal: Achieving high pre-leasing and/or a high leased percentage of value-creation projects (ground-up development and/or redevelopment) During 2023, Mr. Ryan commenced construction on four development projects aggregating 1.2 million RSF across three mega campuses in the San Diego market. This includes 598,029 RSF at 4135 and 4155 Campus Point Court that is 100% leased in our University Town Center submarket, 334,996 RSF at 10935, 10945, and 10955 Alexandria Way that is 75% leased in our Torrey Pines submarket, and 254,711 RSF at 10075 Barnes Canyon Road that is 24% leased/negotiating in our Sorrento Mesa submarket. Mr. Ryan led the diligent management and oversight of construction for each of the projects noted above. Each project is on track for delivery of solid returns on our investment. Mr. Ryan also provided strategic input into the design of various key development and redevelopment of new Class A/A+ buildings and mega campuses across the Company’s cluster markets.

  105. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 83 | |

  106. Annual Cash Incentive Awards for Other NEOs

    Goal: Execution of selective acquisition of value-added properties in AAA innovation clusters In 2023, Mr. Ryan oversaw selective value-creation real estate acquisitions in our key life science cluster submarkets aggregating 1.6 million SF, including 1.1 million SF of future development and redevelopment opportunities, for an aggregate purchase price of $259.0 million. These acquisitions continue to be primarily focused on current and future development and redevelopment opportunities, providing for expansion of our mega campuses and accommodating the future growth of our tenants. Goal: Execution of selective real estate dispositions to enable capital allocation into high-value Class A/A+ properties In 2023, Mr. Ryan contributed to the completion of strategic value harvesting through real estate dispositions of assets not integral to our mega campus strategy and partial interest sales that generated $1.3 billion of capital at attractive capitalization rates for investment into our highly leased development and redevelopment projects and strategic acquisitions. Goal: Effective communication with executive management on matters of tactical and strategic importance Mr. Ryan engaged frequently throughout the year with executive management in strategy meetings focused on business development, C-suite relationship targets for ongoing development of our future tenant base, development and construction risk management, proactive management of contractual lease expirations, and review of operational efficiency, energy efficiency, and sustainability initiatives. Mr. Ryan engaged with investors and analysts frequently throughout the year with regard to the Company’s interests in the San Diego market and during various real estate investor events. He was an active participant in a portion of over 250 investor and analyst meetings held by the Company during 2023 and the Company’s annual Investor Day meeting in November 2023.

  107. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 84 | |

  108. Annual Cash Incentive Awards for Other NEOs

    | Mr. Kass’s 2023 Goals and Assessment of 2023 Performance |

  109. Annual Cash Incentive Awards for Other NEOs

    Overview. As Co-President and Regional Market Director – Greater Boston, Mr. Kass oversaw the management of the Company’s largest region, representing 38% of the Company’s annual rental revenue as of December 31, 2023. In close coordination with the Company’s other senior executives, Mr. Kass led a team of real estate professionals in implementing the Company’s strategic directives within the Greater Boston market, including the marketing and leasing of existing and newly developed or redeveloped space; the permitting, design, and construction of new development and redevelopment projects; the ongoing management of operating properties in the regional asset base; and the selective acquisition and disposition of properties in the Greater Boston market. In addition to his management activities in the Greater Boston market, Mr. Kass also represented the Company to tenants, key members of the life science community, brokers, partners, analysts, and investors. Specific Individual Goals. The 2023 individual goals established for Mr. Kass in early 2023, and the achievement of each goal determined in early 2024, were as follows: Goal: Solid growth in rental rates on lease renewals and re-leasing of space Mr. Kass led the execution of leases aggregating 731,949 RSF in the Greater Boston market during 2023. Leasing volume executed in the Greater Boston market in 2023 included 365,931 RSF of developed, redeveloped, and previously vacant space in Class A/A+ properties and 366,018 RSF of lease renewals and re-leasing of space at rental rates reflecting increases of 33.7% and 25.3% (cash basis). As of December 31, 2023, our Greater Boston market achieved a 12% growth in annual rental revenue and generated 56% of its annual rental revenue from investment-grade or publicly traded large cap tenants. Goal: Maintaining solid net operating income margin Under Mr. Kass’s leadership, our Greater Boston market contributed toward the Company’s solid net operating income margin of 70% for the year ended December 31, 2023. Goal: Maintaining solid occupancy Under Mr. Kass’s leadership, our operating asset base for the Greater Boston market had an occupancy level of 94.9% as of December 31, 2023. Goal: Maintaining high operating margins Under Mr. Kass’s leadership, the Company achieved a solid same property operating margin of 69% as of December 31, 2023. Goal: Achieving high pre-leasing and/or a high leased percentage of value-creation projects (ground-up development and/or redevelopment) During 2023, Mr. Kass placed into service an aggregate of 1.4 million RSF across three completed development and redevelopment projects and a partial delivery of two development projects. The projects placed into service include 462,100 RSF at 325 Binney Street in our Cambridge submarket that is 100% leased to Moderna, Inc., 345,996 RSF at 15 Necco Street in our Seaport Innovation District submarket that is 97% leased to Eli Lilly and Company, and 403,892 RSF at 140 First Street in our Cambridge submarket that is 100% leased. As of December 31, 2023, due to his continual efforts, Mr. Kass commenced construction on two development and redevelopment projects aggregating 525,589 RSF, including 392,011 RSF at 421 Park Drive and 133,578 RSF at 401 Park Drive in our Fenway submarket. Mr. Kass led the diligent management and oversight of construction for each of the projects noted above. Each project is on track for delivery of solid returns on our investment. Mr. Kass also provided strategic input into the design of various key development and redevelopment of new Class A/A+ buildings and mega campuses across the Greater Boston market. Mr. Kass further contributed to our highly leased value-creation pipeline of current projects and one near-term project that are under construction or that will commence construction in the next two years is expected to generate incremental annual net operating income aggregating $495 million, primarily commencing from the first quarter of 2024 through the fourth quarter of 2027.

  110. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 85 | |

  111. Annual Cash Incentive Awards for Other NEOs

    Goal: Execution of selective acquisition of value-added properties in AAA innovation clusters In 2023, Mr. Kass oversaw selective value-creation real estate acquisitions in our key life science cluster submarkets aggregating 1.6 million SF, including 1.1 million SF of future development and redevelopment opportunities, for an aggregate purchase price of $259.0 million. These acquisitions continue to be primarily focused on current and future development and redevelopment opportunities, providing for expansion of our mega campuses and accommodating the future growth of our tenants. Goal: Execution of selective real estate dispositions to enable capital allocation into high-value Class A/A+ properties In 2023, Mr. Kass contributed to the completion of strategic value harvesting through real estate dispositions of assets not integral to our mega campus strategy and partial interest sales that generated $1.3 billion of capital at attractive capitalization rates for investment into our highly leased development and redevelopment projects and strategic acquisitions. Mr. Kass led the execution of the following dispositions and sales of partial interests in the Greater Boston market: •Completed the sale of five laboratory properties at 225, 266, and 275 Second Avenue aggregating 329,005 RSF in our Route 128 submarket and 780 and 790 Memorial Drive aggregating 99,658 RSF in our Cambridge/Inner Suburbs submarket for an aggregate sales price of $365.2 million and recognized a gain of $187.2 million. •Completed the sale of four operating properties consisting of two laboratory properties at 640 Memorial Drive aggregating 242,477 RSF in Cambridgeport, MA and 100 Beaver Street aggregating 82,330 RSF in Waltham, MA, and two non-laboratory properties at 11025 and 11035 Roselle Street aggregating 36,295 RSF in our Sorrento Valley submarket in San Diego for an aggregate sales price of $312.2 million and recognized a gain of $59.7 million. •Completed the sale of five non-laboratory properties consisting of 275 Grove Street aggregating 509,702 RSF in our Route 128 submarket and 380 and 420 E Street aggregating 195,506 RSF in our Seaport Innovation District submarket for an aggregate sales price of $196.3 million. •Completed the sale of a 18% interest in a development project at 15 Necco Street, which was placed into service during 2023, in our Seaport Innovation District submarket for a sales price of $66.1 million, or $1,626 per RSF, at capitalization rates of 6.6% and 5.4% (cash basis). •Completed the disposition of 268,023 RSF in a 660,034 RSF active development project at 421 Park Drive in our Fenway submarket for an aggregate purchase price of $174.4 million. The proceeds from this transaction will help fund the construction of our remaining 392,011 RSF. The project commenced vertical construction during 2023 and is expected to be substantially completed in 2026. Goal: Effective communication with executive management on matters of tactical and strategic importance Mr. Kass engaged frequently throughout the year with executive management in strategy meetings focused on business development, C-suite relationship targets for ongoing development of our future tenant base, development and construction risk management, proactive management of contractual lease expirations, and review of operational efficiency, energy efficiency, and sustainability initiatives. Mr. Kass engaged with investors and analysts throughout the year with regard to the Company’s interests in the Greater Boston market. He was an active participant in the Company’s annual Investor Day meeting in November 2023.

  112. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 86 | |

  113. Annual Cash Incentive Awards for Other NEOs

    | Mr. Ciruzzi’s 2023 Goals and Assessment of 2023 Performance |

  114. Annual Cash Incentive Awards for Other NEOs

    Overview. As Chief Development Officer, Mr. Ciruzzi is responsible for the Company’s domestic and international construction and development operations and services platform. Working with a team of highly skilled professionals, Mr. Ciruzzi has overseen the management of entitlements, design, permits, development, construction, and completion of the Company’s collaborative life science campuses in our innovation clusters. Mr. Ciruzzi is also deeply involved in the Company’s sustainability efforts, construction risk management, capital planning, and project budgeting. Specific Individual Goals. The 2023 individual goals established for Mr. Ciruzzi in early 2023, and the achievement of each goal determined in early 2024, were as follows: Goal: Oversight and execution of value-creation projects at solid returns on investment Mr. Ciruzzi oversaw the diligent management and construction of development and redevelopment projects in our value-creation pipeline. Each project is on track for delivery of solid returns on our investment. Mr. Ciruzzi also provided strategic input into the design of various key development and redevelopment of new Class A/A+ buildings and campuses across the Company’s cluster markets. •During 2023, the Company commenced development and redevelopment projects aggregating 2.4 million RSF. •As of December 31, 2023, the Company’s highly leased value-creation pipeline of current projects and one near-term project that are under construction or that will commence construction in the next two years, is expected to generate incremental annual net operating income aggregating $495 million, primarily commencing from the first quarter of 2024 through the fourth quarter of 2027. These projects aggregate 5.7 million RSF and are 60% leased/negotiating, with 70% of the leased RSF generated from our existing tenant base. Goal: Oversight of industry-leading sustainability initiatives and programming Mr. Ciruzzi, along with other executives, provides oversight of our sustainability initiatives and programming, which directly benefit our tenants, employees, and communities and create long-term value for our stockholders. We aim to be one of the most environmentally innovative, socially responsible, and economically strong companies in the world, and, as a result of Mr. Ciruzzi’s efforts during 2023, the Company made great strides toward this goal. During 2023, as a result of these efforts, Alexandria achieved the following: •4-Star Ratings in the operating asset and development benchmarks from GRESB. •Sixth consecutive “A” disclosure score, with a perfect score of 100 from GRESB and a #1 ranking for transparency regarding our sustainability practices and reporting. •Seventh consecutive Green Star designation from GRESB. •Several 2023 TOBY (The Outstanding Building of the Year) Awards from BOMA (Building Owners and Managers Association) in Boston, San Diego, and Seattle. The TOBY & Industry Awards recognize excellence in property management, building operations, and service in the commercial real estate industry. •In our Cambridge submarket: Five recognitions across three of our mega campuses — Alexandria Center® at Kendall Square, Alexandria Center® at One Kendall Square, and Alexandria Technology Square® — for Corporate Facility, Building Under 100,000 SF, Laboratory Building, Historical Building, and Renovated Building categories. •In our Lake Union submarket: Two recognitions for 1165 Eastlake Avenue East on The Eastlake Life Science Campus by Alexandria mega campus in the Corporate Facility and Life Science categories. •In our University Town Center submarket: A recognition for 9880 Campus Point Drive on our Campus Point by Alexandria mega campus in the Life Science category. •Named one of Newsweek’s Most Trustworthy Companies in America. The Company was one of only six S&P 500 REITs recognized based on three public touchpoints of trust: customer trust, investor trust, and employee trust. •Awarded a 2023 Design Award in the Climate Action category by the AIA California for 685 Gateway Boulevard, an amenities hub designed at the forefront of sustainability. The building, which is designated as Zero Energy Ready and is on track to achieve the International Living Future Institute’s Zero Energy certification, was one of two projects recognized at the highest level in the awards program. The AIA California Design Award winners embody design excellence and address climate change. •Earned multiple awards in the Triangle Business Journal’s 2023 SPACE Awards, including Top Life Science/Laboratory Lease for 7 Triangle Drive on our Alexandria Center® for Sustainable Technologies mega campus and Top Flex Lease for our Alexandria Center® for Life Science – Durham mega campus. The annual SPACE Awards recognize the Research Triangle’s top real estate developments and transactions.

  115. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 87 | |

  116. Annual Cash Incentive Awards for Other NEOs

    •Received the Cambridge Chamber of Commerce’s 2023 Visionary Award for developing 325 Binney Street, designed to be the most sustainable laboratory building in Cambridge and selected by Moderna as its new global headquarters and R&D center. The chamber’s annual awards recognize innovators from the business, institutional, and non-profit communities effecting change and making a positive impact on people’s lives in Cambridge and beyond. •Selected for two 2023 CoStar Impact Awards — Commercial Development of the Year for 10055 Barnes Canyon Road on our SD Tech by Alexandria mega campus and Lease of the Year with Bristol Myers Squibb for our development of an innovative research hub for the global pharmaceutical company on our Campus Point by Alexandria mega campus. The CoStar Impact Awards recognize exemplary commercial real estate transactions and projects that have significantly influenced their communities. •Published our 2023 Green Bond Allocation Report highlighting Alexandria’s commitment to investing in sustainable projects. Goal: Effective communication with executive management on matters of tactical and strategic importance Mr. Ciruzzi engaged frequently, quarterly, and throughout the year with executive management in strategy meetings focused on business development, C-suite relationship targets for ongoing development of our future tenant base, development and construction risk management, disciplined capital management and proactive cost controls, and review of operational efficiency, energy efficiency, and sustainability initiatives.

  117. Annual Cash Incentive Awards for Other NEOs

    | 2024 Proxy Statement | 88 | |

  118. Long-Term Incentive Awards

    Long-Term Incentive Awards

  119. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer Structure of the 2023 Grant — Target 50% Performance-Based Vesting and Target 50% Service-Based Vesting For 2023, pursuant to their respective employment agreements, Messrs. Marcus and Moglia were each entitled to an annual LTI award in the form of restricted stock with an aggregate target of $2,750,000 and $4,500,000, respectively. Each of these LTI awards were granted in January 2023. The LTI target amounts for Messrs. Marcus and Moglia were established in 2018, effective for 2019, and were not subsequently increased through 2023. For Mr. Marcus, this LTI target amount represented a 50% reduction compared to the annual LTI award granted to Mr. Marcus in 2018 with an aggregate target of $5,500,000. The structure of the annual LTI awards granted in 2023 is summarized below:

  120. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | Overall LTI Award | | | | Target LTI Award | Maximum LTI Award | Vesting Description | | 50% | 156.4% | 3-year growth in FFO per share – diluted, as adjusted | | 50% | N/A | Time-based vesting over 3 years | | 100% | 128.2% | |

  121. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | 50% of LTI Award Subject to Three-Year Performance, Forfeiture, and Cap | | | FFO/Share | | | Goal | Vesting | | Threshold | Target Less 50% | | Target | 50% of LTI Award | | Maximum | Target Plus 56.4% |

  122. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    Rigorous FFO Per Share Performance Goal and Three-Year Performance Period The Compensation Committee designed the performance-based portion of the 2023 LTI awards to vest based upon growth in FFO per share – diluted, as adjusted, over the three-year period from 2023 through 2025. FFO is a measure of performance for REITs that was established by the Board of Governors of Nareit and is widely used both internally by REITs and externally by REIT investors and analysts to measure performance. The Compensation Committee believed that growth in FFO per share – diluted, as adjusted, was the most appropriate performance metric for the 2023 LTI awards, because it believes that sustained growth, at exceptional levels, will deliver superior results that will drive long-term total stockholder return and benefit the Company and our stockholders over the long term. When setting the FFO per share – diluted, as adjusted, growth goal for the 2023 LTI awards, the Compensation Committee considered the Company’s actual operating and financial results during the most recent three-year performance period ended December 31, 2022, and performance projections of future operating and financial performance. The Compensation Committee set the target for FFO per share growth that it believed would require outstanding performance not only by Messrs. Marcus and Moglia but also by each FTSE Nareit Equity Office Index REIT. The rigorous nature of this goal is underscored by the fact that during each three-year period ended December 31, 2020, 2021, and 2022, the set three-year FFO per share growth goal was met only by 20% of companies in the FTSE Nareit Equity Office Index.

  123. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 89 | |

  124. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    50% of 2023 LTI Awards Subject to Three-Year Performance Period, Forfeiture If Minimum Level of Performance Not Achieved, and Maximum Size of 2023 LTI Awards Capped Mr. Marcus:

  125. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | Target Equity Award | Maximum LTI Award | Accounting Fair Value | Vesting Description | | $1,375,000 | $2,150,500 | $2,150,622 | 3-year growth in FFO per share – diluted, as adjusted | | 1,375,000 | 1,375,000 | 1,375,014 | Time-based vesting over 3 years | | $2,750,000 | $3,525,500 | $3,525,636 | |

  126. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    Mr. Moglia:

  127. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | Target Equity Award | Maximum LTI Award | Accounting Fair Value | Vesting Description | | $2,250,000 | $3,519,000 | $3,519,040 | 3-year growth in FFO per share – diluted, as adjusted | | 2,250,000 | 2,250,000 | 2,250,010 | Time-based vesting over 3 years | | $4,500,000 | $5,769,000 | $5,769,050 | |

  128. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    As shown in the following table, if FFO per-share growth over the applicable three-year period is less than the minimum amount, then the performance-based portion of the 2023 LTI awards will be forfeited in its entirety and no shares will vest. The cap on the amount of the performance-based portion eligible for vesting in the event of outperformance is 156.4% of the target number of performance-based shares, or 14,671 maximum shares based upon 9,380 target shares for Mr. Marcus and 24,006 maximum shares based upon 15,349 target shares for Mr. Moglia.

  129. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | 2023 LTI Grants: Goals and Portion Subject to Forfeiture and Cap | | | | FFO/Share | | Grant Cap | | Threshold | Target Less 50% | | | Marcus Target | 9,380 Shares | 14,671 Shares | | Moglia Target | 15,349 Shares | 24,006 Shares | | Maximum | Target Plus 56.4% | |

  130. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    Timing of Disclosure of FFO Per Share Performance Goals The specific FFO per share threshold, target, and maximum for the 2023 LTI awards are not disclosed now because we believe such disclosures during the three-year performance period would be inappropriate since most REITs provide only annual guidance for FFO per share. This is a common practice with disclosure of multiyear performance awards. We will disclose the specific FFO per share metrics at the end of the three-year performance period, as we have included below with respect to the completed performance period for the grants made to Messrs. Marcus and Moglia in 2021 under “2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer.” We believe that providing disclosure before the end of the performance period would be competitively harmful. Determining the Number of Shares Subject to the 2023 LTI Awards and the Reported Value of the 2023 LTI Awards For Messrs. Marcus and Moglia, the 2023 LTI awards were divided into 9,380 and 15,349 target shares of service-vesting restricted stock, respectively, and 9,380 and 15,349 target shares of performance-based vesting restricted stock, respectively. However, the 2023 LTI awards were in the form of a restricted stock award, and therefore, with respect to the performance-vesting portion, the maximum number of shares that could vest in the event of outperformance, aggregating 14,671 shares for Mr. Marcus and 24,006 shares for Mr. Moglia, were granted and subject to forfeiture, as described below. With respect to the service-vesting portion, no more than the target number of shares may ever vest. The 2023 LTI awards are reported for purposes of the tables in this Proxy Statement at their accounting fair value at the grant date of January 9, 2023. For accounting purposes, the grant date fair values of the 2023 LTI awards are based on the January 9, 2023, grant date stock price of $146.59, which was also used to determine the number of shares subject to the 2023 LTI awards, as described above. As a result, the grant date fair values of the 2023 LTI awards are $3,525,636 for Mr. Marcus and $5,769,050 for Mr. Moglia. These are the amounts used for disclosure in the “Summary Compensation Table” on page 98 and the “2023 Grants of Plan-Based Awards Table” on page 100. Please also refer to Note 16 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on fair value accounting for stock awards subject to performance and market condition vesting.

  131. Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 90 | |

  132. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer Performance Goals for LTI Awards Granted to Our Executive Chairman and Our Chief Executive Officer in 2021 and Vested in 2024 In early 2021, Messrs. Marcus and Moglia were each granted an LTI award, one-half of which was subject to vesting based upon a combination of three-year growth in FFO per share – diluted, as adjusted, and three-year relative TSR, with the remaining one-half of the award subject to time-based vesting over three years. The specific performance goals and payout structure for each award and the actual performance with respect to each performance goal for the three-year performance period are provided in the following table:

  133. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    | 2021 LTI Awards: Goals and Portion Subject to Forfeiture and Cap | | | | | | FFO/Share(1) | | Relative TSR Performance Modifier | | Grant Cap | | Goal | Vesting | Goal(2) | Vesting | | | Below 10.0% | Forfeiture | | | | | Threshold: 10.0% | Target Less 50% | ≤25th Percentile | Decrease 50% | | | Marcus Target: 12.5% | 8,288 Shares | At or Above Median | No Change | 12,963 Shares | | Moglia Target: 12.5% | 13,562 Shares | At or Above Median | No Change | 21,211 Shares | | Maximum: 15.0% | Target Plus 50% | ≥75th Percentile | Increase 50% | | | Actual: 22.9% | Target Plus 50% | Actual: 63rd Percentile | Increase by 26% | Vested: 12,963 Shares (Marcus) 21,211 Shares (Moglia) |

  134. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    (1)For a definition of “Funds from operations per share – diluted, as adjusted,” see the “Definitions and Reconciliations” section of this Proxy Statement. (2)Based upon the Company’s TSR relative to the TSR of companies in the FTSE Nareit Equity Office Index. The maximum vesting for 2021 LTI awards was the result of exceptional corporate performance for the three-year performance period. When the Compensation Committee set the goals in 2021, it set rigorous three-year performance goals tied to our long-term strategic goals and the creation of long-term stockholder value.

  135. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 91 | |

  136. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    Considerations in Setting LTI Award Goals for Three-Year Performance Period Ended December 31, 2023 The Compensation Committee believes that the consistency of growth in FFO per share, year over year, during a period of multiple years will result in solid long-term TSR performance versus outperformance in FFO per-share growth following a period of underperformance. Annual performance-based awards provide appropriate incentives to drive continued and consistent growth in FFO per share even if the Company generates stronger FFO per-share growth in one or more particular year(s) in the three-year performance period. Performance-Based Cash Incentive Bonus Awarded in 2022 and 2023 to Our Executive Chairman Mr. Marcus was granted a performance-based cash incentive bonus in an amount up to $2.0 million in each of 2022 and 2023 (the “2022 Cash Bonus” and the “2023 Cash Bonus,” respectively) in recognition of the significant value created in the Company’s portfolio of non-real estate investments during each such year as a result of Mr. Marcus’s experience, expertise, and leadership. Half of the 2022 Cash Bonus was earned in 2022 and paid in 2023, and half of the 2023 Cash Bonus was earned in 2023 and is payable in 2024. The other half of the 2022 Cash Bonus (the “2022 Net Realized Gains Bonus”) is payable in 2024, subject to (i) Mr. Marcus’s continued service through the applicable payment date and (ii) the amount of recognition of net realized gains, excluding impairments, from the Company’s portfolio of non-real estate investments during the period from January 1, 2023 to December 31, 2023 (the “2023 Net Realized Gains”). The achievement levels established by the Compensation Committee for the 2022 Net Realized Gains Bonus are provided in the table below (with linear interpolation for performance in between levels). In early 2024, the Compensation Committee determined that the amount of 2023 Net Realized Gains, as set forth in the table below, exceeded the maximum achievement level and thus determined that the amount of 2022 Net Realized Gains Bonus would be $1.0 million.

  137. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    | 2022 Net Realized Gains Bonus | | | | | 2023 Net Realized Gains(1) | | Amount Earned in 2023 | | | Forfeiture: | $0 | | $0 | | Target: | $37,500,000 | | $500,000 | | Maximum | ≥ $75,000,000 | | $1,000,000 | | Actual | $80,600,000 | | $1,000,000 |

  138. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    (1)Represents net realized gains, excluding impairments, from the Company’s portfolio of non-real estate investments. The other half of the 2023 Cash Bonus (the “2023 Net Realized Gains Bonus”) is payable in 2025, subject to (i) Mr. Marcus’s continued service through the applicable payment date and (ii) the amount of recognition of net realized gains, excluding impairments, reported in FFO per share – diluted, as adjusted, during the period from January 1, 2024 to December 31, 2024, from the Company’s portfolio of non-real estate investments (the “2024 Net Realized Gains”). We will disclose the specific achievement levels with respect to 2024 Net Realized Gains at the end of the performance period, as included above with respect to the 2022 Net Realized Gains Bonus. We believe that providing disclosure before the end of the performance period would be competitively harmful.

  139. 2021 Long-Term Incentive Award Payouts to Executive Chairman and Chief Executive Officer

    | 2024 Proxy Statement | 92 | |

  140. Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs

    Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs Structure of Awards Each of our NEOs received an award, 50% of which is eligible to vest based on our TSR performance relative to the constituents of the FTSE Nareit Equity Office Index (such component of the award, the “Relative TSR Component,” and such constituents, the “Index Companies”) and 50% of which is eligible to vest based on our Forward FFO Equity Multiple performance relative to the Index Companies (such component of the award, the “Forward FFO Equity Multiple Component”), in each case over a three-year performance period from January 3, 2023 to December 31, 2025. The shares subject to each award are also subject to a one-year holding period after vesting to further underscore the long-term retentive element of the award. The Compensation Committee believed that the combination of a relative TSR and Forward FFO Equity Multiple, which is also a relative metric, provided the appropriate balanced mix of metrics for the 2023–2025 performance period to motivate and reward our NEOs for superior performance that would support long-term stockholder value. Rigorous Performance Goals For an NEO to earn the full award, both our TSR and our Forward FFO Equity Multiple must be in the top 30% of Index Companies over the three-year performance period, and if our performance with respect to the Relative TSR Component or the Forward FFO Equity Multiple Component falls in the bottom 30% of Index Companies over such period, the applicable component of the award will be forfeited. For purposes of these awards, Forward FFO Equity Multiple means the average of the daily closing prices per share of a company’s common stock for the 30 trading days ending on December 31, 2025 divided by the consensus FFO estimate for the company for the 2026 calendar year, as reported by Bloomberg. The Relative TSR Component and the Forward FFO Equity Multiple Component of each award can be earned as follows (with linear interpolation for performance in between levels):

  141. Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs

    | 50% Relative TSR Component | | | | | Relative TSR Ranking and Forward FFO Equity Multiple Ranking | | Vesting | | | Forfeiture: | <30th Percentile of Index Companies | | 0% | | Threshold: | 30th Percentile of Index Companies | | 25% | | Target: | 50th Percentile of Index Companies | | 62.5% | | Maximum: | ≥70th Percentile of Index Companies | | 100% |

  142. Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs

    | 50% Relative Forward FFO Equity Multiple Component | | | | | Relative TSR Ranking and Forward FFO Equity Multiple Ranking | | Vesting | | | Forfeiture: | <30th Percentile of Index Companies | | 0% | | Threshold: | 30th Percentile of Index Companies | | 25% | | Target: | 50th Percentile of Index Companies | | 62.5% | | Maximum: | ≥70th Percentile of Index Companies | | 100% |

  143. Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs

    Change of Control and Termination of Service In the event of a Change of Control (as defined in each NEO’s employment agreement) during the performance period, the performance goals for both the Relative TSR Component and the Forward FFO Equity Multiple Component of each award will be eligible to be earned based on the Company’s TSR and the Company’s Forward FFO Equity Multiple, respectively, through the Change of Control against that of the Index Companies for the same period. If the Change of Control occurs during the first year of the performance period, the number of shares earned is also prorated for the same period. If an NEO is terminated without Cause or resigns for Good Reason (as each term is defined in each NEO’s employment agreement), or the NEO’s service is terminated due to his or her death or disability, in each case prior to the vesting date, his award will remain outstanding and subject to vesting based on attainment of the performance goals through the original performance period, as if termination had not occurred, but with the number of shares earned prorated for the portion of the performance period worked.

  144. Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs

    | 2024 Proxy Statement | 93 | |

  145. 2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs

    2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs In 2021, each of our NEOs were granted a performance-based incentive award, 50% of which was eligible to vest upon achievement of TSR on a relative basis compared to the constituents of the FTSE Nareit Equity Office Index (the “Index Companies”) and 50% of which was eligible to vest upon achievement of TSR on an absolute basis over a three-year performance period measured from March 31, 2021 to March 29, 2024. In 2020, each of our NEOs were granted a performance-based incentive award, 75% of which was eligible to vest upon achievement of TSR on a relative basis compared to the constituents of the FTSE Nareit Equity Office Index (the “Index Companies”) and 25% of which was eligible to vest upon achievement of TSR on an absolute basis over a three-year performance period measured from March 31, 2020 to March 31, 2023. The specific performance goals for each of the awards and the Company’s actual performance are presented below:

  146. 2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs

    | 2021 Long-Term Performance-Based Incentive Award Goals and Achievement | | | | | FORFEITURE: 50% OF TOTAL AWARD | | | | | 50% Relative TSR | | 50% Absolute TSR | | | TSR as a Percentile of Index Companies | Vesting | Goal | Vesting | | Forfeiture: <30th Percentile | 0% | Forfeiture: <12% | 0% | | Threshold: 30th Percentile | 25% | Threshold: 12% | 25% | | Target: 50th Percentile | 62.5% | Target: 18% | 62.5% | | Maximum: ≥70th Percentile | 100% | Maximum: ≥24% | 100% | | Actual: 74th Percentile | 100% | Actual: (18.1)% | Forfeiture |

  147. 2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs

    | 2020 Long-Term Performance-Based Incentive Award Goals and Achievement | | | | | FORFEITURE: 25% OF TOTAL AWARD | | | | | 75% Relative TSR | | 25% Absolute TSR | | | TSR as a Percentile of Index Companies | Vesting | Goal | Vesting | | Forfeiture: <25th Percentile | 0% | Forfeiture: <18% | 0% | | Threshold: 25th Percentile | 25% | Threshold: 18% | 25% | | Target: 50th Percentile | 62.5% | Target: 27% | 62.5% | | Maximum: ≥75th Percentile | 100% | Maximum: ≥36 | 100% | | ACTUAL: 84th Percentile | 100% | 4.6% | Forfeiture |

  148. 2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs

    As a result of our actual performance on both a relative and absolute basis, each of our NEOs forfeited 50% and 25% of their performance-based incentive awards for the three-year performance periods ending in March 2024 and March 2023, respectively. The shares were also subject to a one-year holding period after vesting to further underscore the long-term retentive element of the award. Each NEO’s target award and the shares that ultimately vested and were forfeited are reflected below:

  149. 2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs

    | | 2021 Long-Term Performance-Based Incentive Award | | | 2020 Long-Term Performance-Based Incentive Award | | | | NEO | Total Target Shares | Shares Vested | Shared Forfeited | Total Target Shares | Shares Vested | Shared Forfeited | | Joel S. Marcus | 21,310 | 10,655 | 10,655 | 26,030 | 19,523 | 6,507 | | Peter M. Moglia | 7,430 | 3,715 | 3,715 | 9,060 | 6,795 | 2,265 | | Marc E. Binda | 2,210 | 1,105 | 1,105 | 2,690 | 2,018 | 672 | | Dean A. Shigenaga | 7,430 | 3,715 | 3,715 | 9,060 | 6,795 | 2,265 | | Daniel J. Ryan | 6,510 | 3,255 | 3,255 | 7,930 | 5,948 | 1,982 | | Hunter L. Kass | 4,480 | 2,240 | 2,240 | 1,410 | 1,058 | 352 | | Vincent R. Ciruzzi | 2,210 | 1,105 | 1,105 | 2,690 | 2,018 | 672 |

  150. 2021 and 2020 Long-Term Performance-Based Incentive Award Payouts to Our NEOs

    | 2024 Proxy Statement | 94 | |

  151. Long-Term Service-Based Incentive Awards Granted in 2023 to Chief Executive Officer and Other NEOs

    Long-Term Service-Based Incentive Awards Granted in 2023 to Chief Executive Officer and Other NEOs Each of the employment agreements for Messrs. Moglia, Binda, Shigenaga, Ryan, Kass, and Ciruzzi provides for long-term incentive awards at the discretion of the Compensation Committee. Annual long-term incentive awards are granted in the year following the year of performance, as shown in the “Summary Compensation Table” for the year of grant in accordance with the rules for disclosing equity compensation. Based on 2022 corporate performance accomplishments; an evaluation of each NEO’s performance, position, tenure, experience, expertise, leadership, and management capability; contribution to profitability, growth in FFO per share, NAV, and long-term stockholder value; and 2022 individual performance accomplishments, each NEO was granted a restricted stock award for the number of shares set forth below in the “2023 Grants of Plan-Based Awards Table” on page 100. These restricted stock awards vest based on each NEO’s continued service over a four-year period. The value of each restricted stock award increases or decreases with our stock price. The Compensation Committee believes that granting restricted stock awards is appropriate for several reasons, including that it is consistent with the practices of our peer companies, that it provides a useful retention tool, and that it helps us manage dilution because fewer shares are granted subject to restricted stock awards than would be granted subject to stock options.

  152. Long-Term Service-Based Incentive Awards Granted in 2023 to Chief Executive Officer and Other NEOs

    | 2024 Proxy Statement | 95 | |

  153. Long-Term Service-Based Incentive Awards Granted in 2023 to Chief Executive Officer and Other NEOs

    | RETIREMENT AND BENEFIT PROGRAMS |

  154. Summary Compensation Table Introduction

    Summary Compensation Table Introduction As described under “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 unique skill sets to the Company in our 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, including the achievement of each of our key business objectives: profitability, growth in FFO per share – diluted, as adjusted, and net operating income, and creation of long-term stockholder value. The Compensation Committee believes that each NEO’s total annual compensation should vary with the performance of the Company for the year in question.

  155. Summary Compensation Table

    Summary Compensation Table

  156. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Joel S. Marcus | 2023 | 1,255,000 | 2,000,000(4) | 8,089,293 | 2,823,750 | 1,028,016 | 289,271 | 15,485,330 | | Executive Chairman and Founder | 2022 | 1,165,000 | 2,025,000(4) (5) | 6,781,445(6) | 2,621,250 | — | 442,822 | 13,035,517 | | | 2021 | 1,105,000 | 2,000,000(4) | 5,073,393 | 2,486,250 | 1,600,851 | 435,899 | 12,701,393 | | Peter M. Moglia | 2023 | 780,000 | 25,000(7) | 7,222,595 | 1,755,000 | 38,415 | 48,357 | 9,869,367 | | Chief Executive Officer and Chief Investment Officer | 2022 | 725,000 | — | 6,670,533 | 1,631,250 | 117,248 | 145,357 | 9,289,388 | | | 2021 | 690,000 | — | 5,874,602 | 1,552,500 | 13,672 | 143,357 | 8,274,131 | | Marc E. Binda | 2023 | 531,000 | 950,000 | 4,035,302 | — | 128,780 | 46,098 | 5,691,180 | | Chief Financial Officer and Treasurer | | | | | | | | | | Dean A. Shigenaga | 2023 | 693,750 | 1,625,000 | 6,853,639 | — | 89,989 | 51,403 | 9,313,781 | | Former President and Chief Financial Officer | 2022 | 695,000 | 1,500,000 | 6,086,488 | — | 166,992 | 148,403 | 8,596,883 | | | 2021 | 655,000 | 1,250,000 | 5,382,380 | — | 131,592 | 146,403 | 7,565,375 | | Daniel J. Ryan | 2023 | 750,000 | 1,750,000 | 6,808,546 | — | 30,431 | 43,500 | 9,382,477 | | Co-President and Regional Market Director – San Diego | 2022 | 695,000 | 2,600,000(8) | 5,636,553 | — | 113,286 | 140,500 | 9,185,339 | | | 2021 | 650,000 | 2,600,000(9) | 4,850,943 | — | 1,662,285 | 138,500 | 9,901,728 | | Hunter L. Kass | 2023 | 625,000 | 1,755,000(10) | 6,516,082 | — | 6,163 | 43,500 | 8,945,745 | | Co-President and Regional Market Director – Greater Boston | 2022 | 565,000 | 2,600,000(11) | 5,411,585 | — | 76,388 | 115,500 | 8,768,473 | | | 2021 | 500,000 | 2,600,000(12) | 4,496,417 | — | — | 113,500 | 7,709,917 | | Vincent R. Ciruzzi | 2023 | 615,000 | 750,000 | 3,855,279 | — | 30,846 | 45,572 | 5,296,697 | | Chief Development Officer | 2022 | 570,000 | 575,000(5) | 3,821,989(6) | — | 88,946 | 117,573 | 5,173,508 | | | 2021 | 540,000 | 535,000 | 2,670,542 | — | 11,150 | 115,573 | 3,872,265 |

  157. Summary Compensation Table

    (1)The dollar value of restricted stock awards is equal to the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. 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, 2023. Certain amounts relate to restricted stock awards that were tied to the achievement of predetermined corporate performance goals. Assuming achievement of the highest level of performance, the accounting fair values of the restricted stock awards that will ultimately be recognized as compensation expense are as follows: (i) Mr. Marcus’s awards: 2021: $5,073,393; 2022: $6,781,445; and 2023: $8,089,279; and (ii) Mr. Moglia’s awards: 2021: $5,874,602; 2022: $6,670,533; and 2023: $7,222,595.

  158. Summary Compensation Table

    | (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Joel S. Marcus | Peter M. Moglia | Marc E. Binda | Dean A. Shigenaga | Daniel J. Ryan | Hunter L. Kass | Vincent R. Ciruzzi | | Aggregate change in the actuarial present value of accumulated benefits under the Pension Plan | $— | $38,415 | $10,268 | $40,275 | $30,431 | $5,541 | $30,846 | | Above-market or preferential earnings under the DC Plan | 1,028,016 | — | 118,512 | 49,714 | — | 622 | — | | Earnings reflected in the table above | $1,028,016 | $38,415 | $128,780 | $89,989 | $30,431 | $6,163 | $30,846 | | Below-market losses under the DC Plan not shown above | $— | $— | $— | $— | $(332,198) | $— | $— |

  159. Summary Compensation Table

    (3)Amounts include the Company’s contribution to (a) NEOs’ employee accounts under the Company’s 401(k) plan and Pension Plan, (b) the Company’s profit-sharing and executive profit-sharing plans, (c) life insurance premiums, (d) medical premiums, and (e) disability premiums:

  160. Summary Compensation Table

    | 2024 Proxy Statement | 98 | |

  161. Summary Compensation Table

    | All Other Compensation ($) | Joel S. Marcus | Peter M. Moglia | Marc E. Binda | Dean A. Shigenaga | Daniel J. Ryan | Hunter L. Kass | Vincent R. Ciruzzi | | Pension Plan | $— | $— | $— | $— | $— | $— | $— | | Profit-sharing plan | 43,500 | 43,500 | 43,500 | 43,500 | 43,500 | 43,500 | 43,500 | | Insurance premiums | 245,771 | 4,857 | 2,598 | 7,903 | — | — | 2,073 | | All other compensation | $289,271 | $48,357 | $46,098 | $51,403 | $43,500 | $43,500 | $45,572 |

  162. Summary Compensation Table

    (4)Represents bonus awarded to Mr. Marcus in recognition of the significant value created in the Company’s portfolio of non-real estate investments as a result of Mr. Marcus’s expertise and leadership. See “Performance-Based Cash Incentive Bonus Awarded in 2022 and 2023 to Our Executive Chairman” for more information. (5)Includes a special bonus of $25,000 awarded by the Compensation Committee to each of Messrs. Marcus and Ciruzzi in May 2022 in recognition of the 25th anniversary of the Company’s initial public offering of Common Stock and in consideration of services to the Company. (6)Includes 2,500 shares with grant date accounting and gross value of $399,275 awarded by the Compensation Committee to each of Messrs. Marcus and Ciruzzi in May 2022 in recognition of the 25th anniversary of the initial public offering and in consideration of services to the Company. (7)Represents a cash bonus of $25,000 awarded to mark the 25-year anniversary of Mr. Moglia’s service to the Company. (8)Includes a special cash bonus of $1,100,000 awarded by the Compensation Committee to Mr. Ryan in recognition of his exceptional performance during 2022, including his extraordinary efforts in leading the Company’s strategy for mega campus design, building design, and placemaking strategy across each of our life science cluster markets, and his contributions toward the Company’s execution of a long-term lease with Bristol Myers Squibb (“BMS”) for a new innovative research hub aggregating 427,000 RSF at the Campus Point by Alexandria mega campus in our University Town Center submarket. The historic milestone lease with BMS marked the second-largest life science lease in the Company’s history and further enhanced our long-term strategic relationship with BMS, with whom we now lease over 900,000 RSF across five of our life science cluster markets, San Diego, Greater Boston, the San Francisco Bay Area, New York City, and Seattle. (9)Includes a special cash bonus of $1,100,000 awarded by the Compensation Committee to Mr. Ryan for his exceptional performance in 2021, including his outstanding efforts in leading the Company’s strategy for mega campus design and placemaking strategy across each of our life science cluster markets. (10)Includes a cash bonus of $5,000 awarded to mark the five-year anniversary of Mr. Kass’s service to the Company. (11)Includes a special cash bonus of $1,100,000 awarded by the Compensation Committee to Mr. Kass in recognition of his exceptional performance during 2022, including his extraordinary efforts in leading the Company’s Greater Boston market, which experienced an outstanding year of value creation for the Company. Specifically, Mr. Kass provided strategic input regarding the acquisition of high-quality properties, the development and redevelopment of new Class A/A+ properties and campuses across the Greater Boston market, and the expansion of mega campuses. Mr. Kass contributed significantly to the Company’s execution of a 334,000 RSF long-term lease with Eli Lilly for the development of Eli Lilly’s new state-of-the-art Institute for Genetic Medicine at 15 Necco Street in the Seaport Innovation District in Greater Boston. This lease represents one of the largest leases executed by the Company for laboratory space in our Greater Boston market, where we are pioneering a new life science submarket. (12)Includes a special cash bonus of $1,100,000 awarded by the Compensation Committee to Mr. Kass for his extraordinary efforts in 2021 in leading the Company’s Greater Boston market, including his outstanding efforts in providing strategic input into the design of various key development and redevelopment of new Class A/A+ buildings and campuses across the Greater Boston market, which experienced an outstanding year of value creation for the Company, bolstered by acquisitions and the expansion of mega campuses.

  163. Summary Compensation Table

    | 2024 Proxy Statement | 99 | |

  164. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  165. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joel S. Marcus | 1/3/2023(1) | N/A | N/A | N/A | 10,565 | 26,413 | 42,260 | N/A | 4,563,657 | | | 1/9/2023(2) | N/A | N/A | N/A | N/A | N/A | N/A | 9,380 | 1,375,014 | | | 1/9/2023(3) | N/A | N/A | N/A | — | 9,380 | 14,671 | N/A | 2,150,622 | | | N/A(4) | 941,250 | 1,882,500 | 2,823,750 | N/A | N/A | N/A | N/A | N/A | | Peter M. Moglia | 1/3/2023(1) | N/A | N/A | N/A | 3,365 | 8,413 | 13,460 | N/A | 1,453,545 | | | 1/9/2023(2) | N/A | N/A | N/A | N/A | N/A | N/A | 15,349 | 2,250,010 | | | 1/9/2023(3) | N/A | N/A | N/A | — | 15,349 | 24,006 | N/A | 3,519,040 | | | N/A(4) | 585,000 | 1,170,000 | 1,755,000 | N/A | N/A | N/A | N/A | N/A | | Marc E. Binda | 1/3/2023(1) | N/A | N/A | N/A | 1,008 | 2,519 | 4,030 | N/A | 435,200 | | | 12/15/2023(5) | N/A | N/A | N/A | N/A | N/A | N/A | 30,737 | 3,600,102 | | Dean A. Shigenaga | 1/3/2023(1) | N/A | N/A | N/A | 3,365 | 8,413 | 13,460 | N/A | 1,453,545 | | | 12/15/2023(5) | N/A | N/A | N/A | N/A | N/A | N/A | 46,105 | 5,400,094 | | Daniel J. Ryan | 1/3/2023(1) | N/A | N/A | N/A | 3,365 | 8,413 | 13,460 | N/A | 1,453,545 | | | 12/15/2023(5) | N/A | N/A | N/A | N/A | N/A | N/A | 45,720 | 5,355,001 | | Hunter L. Kass | 1/3/2023(1) | N/A | N/A | N/A | 3,365 | 8,413 | 13,460 | N/A | 1,453,545 | | | 12/15/2023(5) | N/A | N/A | N/A | N/A | N/A | N/A | 43,223 | 5,062,537 | | Vincent R. Ciruzzi | 1/3/2023(1) | N/A | N/A | N/A | 1,008 | 2,519 | 4,030 | N/A | 435,200 | | | 12/15/2023(5) | N/A | N/A | N/A | N/A | N/A | N/A | 29,200 | 3,420,079 |

  166. 2023 Grants of Plan-Based Awards Table

    (1)Represents performance grant. See “Long-Term Performance-Based Incentive Awards Granted in 2023 to All NEOs” on page 93 for additional information. The shares subject to each restricted stock grant are also subject to a one-year holding period after vesting to further underscore the long-term retentive element of the grant. (2)Represents restricted stock grant related to performance in 2022 subject to time-based vesting over a three-year period. See “Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer” on page 89 for additional information. (3)Represents restricted stock grant related to performance in 2022, with vesting subject to performance over the three-year period ending December 31, 2025. See “Long-Term Incentive Awards Granted in 2023 to Executive Chairman and Chief Executive Officer” on page 89 for additional information. (4)Represents an annual cash incentive bonus tied to achievement of predetermined corporate and individual performance goals. See “Annual Cash Incentive Awards for Executive Chairman and Chief Executive Officer” on page 65 for additional information. (5)Represents restricted stock grant related to performance in 2022 subject to time-based vesting over a period ending December 15, 2027. The shares subject to each restricted stock grant are also subject to a one-year holding period after vesting to further underscore the long-term retentive element of the grant. The stock awards indicated in the table above were granted under the 1997 Incentive Plan. Holders of Common Stock of the Company, including recipients of the restricted stock awards shown above, are eligible to receive distributions as determined by the Board. Refer to the consolidated statements of stockholders’ equity in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for information on dividends declared on Common Stock.

  167. 2023 Grants of Plan-Based Awards Table

    | 2024 Proxy Statement | 100 | |

  168. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table shows unvested stock awards assuming a market value of $126.77 per share (the closing price of Common Stock on December 31, 2023):

  169. Outstanding Equity Awards at Fiscal Year End Table

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Joel S. Marcus | 134,501 | 17,050,692 | | Peter M. Moglia | 104,588 | 13,258,621 | | Marc E. Binda | 64,844 | 8,220,274 | | Dean A. Shigenaga | 124,287 | 15,755,863 | | Daniel J. Ryan | 118,512 | 15,023,766 | | Hunter L. Kass | 107,982 | 13,688,878 | | Vincent R. Ciruzzi | 65,881 | 8,351,734 |

  170. Outstanding Equity Awards at Fiscal Year End Table

    (1)Represents restricted stock awards granted pursuant to the 1997 Incentive Plan, which are scheduled to vest in the years shown below:

  171. Outstanding Equity Awards at Fiscal Year End Table

    | Shares Scheduled to Vest During the Year Ending December 31, | Joel S. Marcus | Peter M. Moglia | Marc E. Binda | Dean A. Shigenaga | Daniel J. Ryan | Hunter L. Kass | Vincent R. Ciruzzi | | 2024 | 64,153 | 45,166 | 24,126 | 50,140 | 46,977 | 40,087 | 24,600 | | 2025 | 55,677 | 35,416 | 20,200 | 41,225 | 39,664 | 37,701 | 20,674 | | 2026 | 14,671 | 24,006 | 12,833 | 21,395 | 20,441 | 19,388 | 13,307 | | 2027 | — | — | 7,685 | 11,527 | 11,430 | 10,806 | 7,300 | | Total shares that have not vested | 134,501 | 104,588 | 64,844 | 124,287 | 118,512 | 107,982 | 65,881 |

  172. 2023 Option Exercises(1) and Stock Vested Table

    2023 Option Exercises(1) and Stock Vested Table The following table sets forth certain information regarding vesting of restricted stock awards during 2023 for the NEOs:

  173. 2023 Option Exercises(1) and Stock Vested Table

    | | Stock Awards(2) | | | | Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(3) | | Joel S. Marcus | | 43,780 | 5,921,078 | | Peter M. Moglia | | 42,398 | 6,056,579 | | Marc E. Binda | | 17,502 | 2,213,768 | | Dean A. Shigenaga | | 38,183 | 4,833,687 | | Daniel J. Ryan | | 34,420 | 4,357,768 | | Hunter L. Kass | | 20,039 | 2,523,407 | | Vincent R. Ciruzzi | | 20,860 | 2,614,928 |

  174. 2023 Option Exercises(1) and Stock Vested Table

    (1)We have not issued any options since 2002, no options have been exercised since 2012, and no options were outstanding as of December 31, 2023. (2)Represents restricted stock awards granted pursuant to the 1997 Incentive Plan. (3)Represents the number of shares of stock that vested multiplied by the closing price of Common Stock on the vesting date.

  175. 2023 Option Exercises(1) and Stock Vested Table

    | 2024 Proxy Statement | 102 | |

  176. Pension Benefits Table

    Pension Benefits Table The following table discloses the number of years of credited service of, the actuarial present value of the accumulated benefits for, and payments during the last fiscal year to each NEO under the Pension Plan. For a more detailed description of the Pension Plan, see “Pension Plan” on page 96.

  177. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($)(1) | Payments During Last Fiscal Year ($) | | Joel S. Marcus | 30 | — | — | | Peter M. Moglia | 26 | 1,088,016 | — | | Marc E. Binda | 19 | 290,828 | — | | Dean A. Shigenaga | 23 | 1,140,689 | — | | Daniel J. Ryan | 13 | 861,879 | — | | Hunter L. Kass | 6 | 156,929 | — | | Vincent R. Ciruzzi | 27 | 873,636 | — |

  178. Pension Benefits Table

    (1)The present value of the accumulated benefits represents the present value of the accrued benefits in each NEO’s account under the Pension Plan.

  179. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table discloses contributions, earnings, and balances under the nonqualified deferred compensation plan for each of the NEOs:

  180. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Joel S. Marcus | 968,197 | — | 1,028,016 | — | 17,067,316 | | Peter M. Moglia | — | — | — | — | — | | Marc E. Binda | 247,500 | — | 118,512 | — | 1,071,149 | | Dean A. Shigenaga | 750,000 | — | 49,714 | — | 5,286,522 | | Daniel J. Ryan | — | — | (332,198) | — | 4,106,504 | | Hunter L. Kass | 31,135 | — | 622 | — | 31,757 | | Vincent R. Ciruzzi | — | — | — | — | — |

  181. 2023 Nonqualified Deferred Compensation Table

    (1)Amounts are also included as compensation to the NEOs in the “Salary” and “Bonus” columns of the “Summary Compensation Table” for 2023 on page 98. (2)Amounts include above-market gains/preferential earnings and below-market losses as shown for each NEO in the table under footnote 2 to the “Summary Compensation Table” on page 98. Below-market losses are excluded from the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table.” Advisory fees paid to the plan administrator have been deducted from aggregate earnings reported in this column. (3)Amounts have been reported as compensation to the NEOs in the “Summary Compensation Table” for 2022 and 2021 as follows:

  182. 2023 Nonqualified Deferred Compensation Table

    | | Executive Contributions by Year ($) | | | Name | 2022 | 2021 | | Joel S. Marcus | 1,185,921 | 1,136,739 | | Peter M. Moglia | — | — | | Marc E. Binda | N/A(1) | N/A(1) | | Dean A. Shigenaga | 1,194,334 | 575,000 | | Daniel J. Ryan | — | — | | Hunter L. Kass | — | — | | Vincent R. Ciruzzi | — | N/A(2) |

  183. 2023 Nonqualified Deferred Compensation Table

    (1)Marc E. Binda was not an NEO in 2022 and 2021. (2)Vincent R. Ciruzzi was not an NEO in 2021. The Company has in place the DC Plan, which is an unfunded plan designed to permit compensation deferrals for a select group of the Company’s management or highly compensated employees. Eligibility to participate in the DC Plan is limited to full-time employees of the Company who (i) qualify as accredited investors under the Securities Act, (ii) fall within a select group of management or highly compensated employees for purposes of ERISA, and (iii) are selected and designated as eligible to participate by the Company with respect to a plan year based on their level of responsibility and anticipated compensation levels for such plan year.

  184. 2023 Nonqualified Deferred Compensation Table

    | 2024 Proxy Statement | 103 | |

  185. 2023 Nonqualified Deferred Compensation Table

    Under the DC Plan, a participant may elect annually to defer up to 70% of the participant’s salary, up to 70% of the participant’s eligible earned leasing incentive compensation (if applicable), and up to 100% of the participant’s cash incentive award, provided that the minimum deferral amount of any cash incentive award be $10,000 and the aggregate minimum deferral amount of any salary, eligible earned leasing incentive compensation, and cash incentive award be $10,000. A participant must generally make deferral elections during an election period that is prior to the beginning of the plan year in which the related compensation is earned. The Company may permit a newly eligible participant to make a deferral election within the first 30 days of first becoming eligible to participate in the plan with respect to compensation earned during the portion of the plan year after such election becomes irrevocable. Participants’ elected deferral amounts under the DC Plan are credited or charged, as the case may be, with the investment performance of mutual funds, other publicly traded securities, and certain private or public life science company venture investments made available by the Company for the deemed investment of participants’ accounts as elected by the participants. The mutual funds, other publicly traded securities, and certain venture investments made available by the Company for the deemed investment of participants’ accounts under the DC Plan may change from time to time. Except with respect to any such venture investments, participants may change their deemed investment selections prospectively on a daily basis by contacting the advisor associated with the DC Plan. Amounts deferred under the DC Plan prior to January 1, 2005 are referred to herein as “409A Grandfathered Amounts,” and amounts deferred under the DC Plan on or after January 1, 2005 are referred to herein as “409A Non-Grandfathered Amounts.” Except with respect to certain VIP Grandfathered Amounts (defined in the paragraph below), a participant may elect to receive amounts deferred under the DC Plan on a date specified by the participant (“Fixed-Date Amounts”) or upon the termination of such participant’s service with the Company (“Retirement Amounts”). With respect to any vested Fixed-Date Amounts, such amounts will be distributed in a single lump sum upon the earlier of the date specified by the participant or the participant’s death or disability, provided that if the participant’s termination of service with the Company occurs prior to the date specified by the participant, such Fixed-Date Amounts will be distributed (i) upon such termination with respect to any 409A Grandfathered Amounts and (ii) either upon the six-month anniversary of such termination or in accordance with the participant’s election for certain Retirement Amounts with respect to any 409A Non-Grandfathered Amounts. With respect to any vested Retirement Amounts that are 409A Grandfathered Amounts, such amounts will be distributed in a single lump sum upon termination or, if earlier, upon the participant’s death or disability. With respect to any vested Retirement Amounts that are 409A Non-Grandfathered Amounts, such amounts will be distributed in accordance with the participant’s election in either a single lump sum or in up to 15 annual installments, payments of which either commence upon termination or on the fifth anniversary of termination in accordance with the participant’s election, provided that no payment is made prior to the six-month anniversary of termination; provided, however, that in the event of the participant’s death or disability prior to the date such amounts have been paid in full, such amounts will be distributed in a single lump sum upon such death or disability. In addition, with respect to any vested 409A Non-Grandfathered Amounts, if a Change of Control (as defined in the DC Plan) occurs prior to the date specified by the participant for any Fixed-Date Amounts or prior to the date any Retirement Amounts have been paid in full, payment of such amounts will be made in a single lump sum upon the Change of Control. A participant’s account under the DC Plan may include amounts that were initially deferred under the Company’s 2000 Venture Investment Deferred Compensation Plan (the “VIP”) prior to January 1, 2005, as adjusted for any gains and losses credited to such amounts (“VIP Grandfathered Amounts”). Any such vested amounts will be distributed to participants upon the occurrence of certain distribution events related to the investments designated by the Company for the deemed investment of such amounts, except that such amounts will continue to be deferred under the DC Plan if the participant made an election at the time of initial deferral of such amounts under the VIP to further defer such amounts under the DC Plan following a distribution event and the participant has not terminated employment prior to the distribution event. With respect to any vested amounts that are credited to a participant’s account under the DC Plan, other than any VIP Grandfathered Amounts, the participant may elect to receive an early distribution of any such vested amounts if he or she experiences an Unforeseeable Emergency (as defined in the DC Plan). In addition, a participant may elect to receive an early distribution of any vested 409A Grandfathered Amounts credited to the participant’s account, other than any VIP Grandfathered Amounts, provided that the amount distributed will be equal to 90% of the amount elected by the participant and the remaining 10% of the amount elected by the participant will be forfeited by the participant. During 2023, the Company did not contribute any amount to participants’ accounts under the DC Plan in addition to the compensation deferred by the participants.

  186. 2023 Nonqualified Deferred Compensation Table

    | 2024 Proxy Statement | 104 | |

  187. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The discussion and tables below provide information regarding the incremental amount of compensation, if any, that would be paid to each of the NEOs of the Company under various termination scenarios or a change in control.

  188. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Under SEC rules, we are required to calculate and disclose the total annual compensation paid to our median employee, as well as the ratio of the total compensation paid to our Executive Chairman, Mr. Marcus, and our Chief Executive Officer, Mr. Moglia, to the total compensation paid to our median employee (the “Chief Executive Officer Pay Ratio”). Set forth below is a description of the methodology, including material assumptions, adjustments, and estimates we used to identify the median employee for purposes of calculating the Chief Executive Officer Pay Ratio: •We identified the median employee using our employee population on December 31, 2023. As of December 31, 2023, we had a total population of 568 employees, including full-time, part-time, and temporary employees. From this full population, we excluded our Executive Chairman and Chief Executive Officer and seven employees located in China and Canada and arrived at a population consisting of 559 employees. •We then calculated the annual total compensation for each of the 559 employees as a sum of each employee’s respective 2023 base salary, discretionary bonus paid in 2023, and equity award granted in 2023 (at the grant date fair value). For permanent employees (full-time and part-time) hired after January 1, 2023, we annualized the aforementioned components. The median of the annual total compensation of the 559 employees was determined to be the total compensation of our median employee and was used to compute Chief Executive Officer Pay Ratio, as described below. For fiscal year 2023, the annual total compensation of our median employee was $197,536, and the annual total compensation of Messrs. Marcus and Moglia was $15,485,330 and $9,869,367, respectively. Based on this information, the ratio of the annual total compensation of Messrs. Marcus and Moglia to that of our median employee was 78 to 1 and 50 to 1, respectively. The annual total compensation of Messrs. Marcus and Moglia presented for this purpose is equal to the compensation reported for them in the “Summary Compensation Table” on page 98. The Chief Executive Officer Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the Compensation Committee nor our management used our Chief Executive Officer Pay Ratio measure in making compensation decisions.

  189. Chief Executive Officer Pay Ratio

    | 2024 Proxy Statement | 109 | |

  190. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align NEO compensation with Company performance, refer to the “Compensation Discussion and Analysis” section beginning on page 49.

  191. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEOs(1) | | | Compensation Actually Paid to PEOs(2) | | | Average Summary Compen-sation Table Total for Non-PEO NEOs(1)(3) | Average Compen-sation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | | Net Income(6) | FFO per share – diluted, as adjusted (7) | | | PEO#1 | PEO#2 | PEO#3 | PEO#1 | PEO#2 | PEO#3 | | | ARE TSR (4) | FTSE Health Care TSR(5) | FTSE Office TSR(5) | | | | 2023 | $15,485,330 | $9,869,367 | — | $12,940,456 | $7,260,065 | — | $7,725,976 | $6,862,308 | $88.9 | $93.0 | $63.3 | $280,994,000 | $8.97 | | 2022 | $13,035,517 | $9,289,388 | $7,231,836 | $5,240,793 | $1,066,125 | $(874,179) | $7,931,051 | $3,771,122 | $97.8 | $81.6 | $62.1 | $670,701,000 | $8.42 | | 2021 | $12,701,393 | $8,274,131 | $8,320,228 | $20,240,869 | $15,720,892 | $15,766,043 | $7,301,308 | $10,927,591 | $145.1 | $104.9 | $99.5 | $654,282,000 | $7.76 | | 2020 | $11,788,493 | $8,040,857 | $8,089,773 | $16,477,994 | $11,907,425 | $11,957,114 | $5,499,035 | $7,052,360 | $113.3 | $90.1 | $81.6 | $827,171,000 | $7.30 |

  192. Pay Versus Performance

    (1)Joel S. Marcus is Principal Executive Officer (“PEO”) #1, and Peter M. Moglia is PEO #2 for all years shown. Stephen A. Richardson, our former Co-Chief Executive Officer who resigned from the Company in July 2022, is PEO #3 for 2020–2022. For 2023, our Non-PEO NEOs include Marc E. Binda, Dean A. Shigenaga, Daniel J. Ryan, Hunter L. Kass, and Vincent R. Ciruzzi. For 2022, our Non-PEO NEOs include Dean A. Shigenaga, Daniel J. Ryan, Hunter L. Kass, and Vincent R. Ciruzzi. For 2021, our Non-PEO NEOs include Dean A. Shigenaga, Daniel J. Ryan, Hunter L. Kass, and John H. Cunningham. For 2020, our Non-PEO NEOs include Dean A. Shigenaga, Daniel J. Ryan, Vincent R. Ciruzzi, and John H. Cunningham. (2)To calculate compensation actually paid to our PEOs, and the average compensation actually paid to the Non-PEO NEOs, the following adjustments were made to the amounts reported for performance year 2023 in the “Summary Compensation Table” on page 98, in accordance with the requirements of Item 402(v) of Regulation S-K. See the “Pay Versus Performance” section on page 110 of the proxy statement for our 2023 annual meeting of stockholders for the adjustments made to determine compensation actually paid for prior years.

  193. Pay Versus Performance

    | | | | | Stock Awards Unvested at Year-End | | Stock Awards Vested During the Covered Year | | Add: Dividend Paid on Unvested Stock During Covered Year | Add: Pension Plan Service Cost | Less Change in Pension Value | Compensation Actually Paid | | Name | Year | Total Compensation From Summary Compensation Table | Less: Grant Date Fair Value of Stock Awards From Summary Compensation Table | Add: Year-End Fair Value of Stock Awards Granted in Covered Year | Add: Change in Fair Value From Prior Year-End of Stock Awards Granted in Prior Years | Add: Grants Made in Covered Year: Fair Value on Vesting Date | Add: Grants Made in Prior Years: Change in Fair Value on Vesting Date Versus Prior Year-End | | | | | | PEO#1 | 2023 | $15,485,330 | $8,089,293 | $6,354,216 | $(2,211,544) | $379,965 | $364,238 | $657,544 | $— | $— | $12,940,456 | | PEO#2 | 2023 | $9,869,367 | $7,222,595 | $5,519,439 | $(2,279,728) | $621,855 | $263,221 | $526,921 | $— | $(38,415) | $7,260,065 | | PEO#3 | 2023 | — | — | — | — | — | — | — | — | — | — | | Non-PEO NEOs | 2023 | $7,725,976 | $5,613,769 | $5,325,824 | $(865,337) | $— | $(65,532) | $378,618 | $— | $(23,472) | $6,862,308 |

  194. Pay Versus Performance

    (3)Amounts represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the “Summary Compensation Table” on page 98 in each applicable year. (4)TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. (5)The peer group used for this purpose is the group of companies included in the FTSE Nareit Equity Health Care Index, which is the industry peer group used in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2023. We have selected a new peer group that more accurately reflects our core business and strategic emphasis on laboratory and life science properties. The FTSE Nareit Equity Health Care Index, comprising REITs that focus on the ownership, operation, and leasing of healthcare facilities — including hospitals, laboratories, and medical offices — provides a better alignment with our primary business operations than the previously used FTSE Nareit Equity Office Index. By selecting the new index as our peer group, we align our performance evaluation with companies that face similar operational dynamics and are similarly affected by fluctuations in the macroeconomic environment, providing for a more meaningful and equitable comparison. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our NEOs is described under “Compensation Peer Group” on page 62. (6)Net income attributable to Alexandria as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (7)As required by Item 402(v) of Regulation S-K, we have determined that funds from operations per share – diluted, as adjusted, is the Company-Selected Measure (as defined in Item 402(v)). Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

  195. Pay Versus Performance

    | 2024 Proxy Statement | 110 | |

  196. PAY VERSUS PERFORMANCE (continued)

    PAY VERSUS PERFORMANCE (continued)

  197. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As discussed by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between the Company’s TSR and that of both the FTSE Nareit Equity Health Care Index, our current selected peer group for purposes of this disclosure, and the FTSE Nareit Equity Office Index, our former selected peer group for purposes of this disclosure. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  198. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 2024 Proxy Statement | 111 | |

  199. PAY VERSUS PERFORMANCE (continued)

    PAY VERSUS PERFORMANCE (continued)