DEF 14A of Alexandria Real Estate Equities, Inc., Apr 2, 2025

DEF 14A of Alexandria Real Estate Equities, Inc.

Filed Apr 2, 2025 · FY20240001035443-25-000103

Open on EDGAR

  1. 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 earned since 2015, including our seven Gold Awards — the most Gold Awards earned by any equity REIT. Many of our corporate governance practices are a result of valuable feedback from and collaboration with our stockholders and other stakeholders that have provided important external viewpoints that inform our corporate decisions and strategy. In 2024, we continued to enhance our governance practices. For example, in December 2024, the Board amended and restated our Bylaws to permit the stockholders of the Company to adopt, alter, amend or repeal any provision of our Bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

  2. Corporate Governance Highlights

    | Stockholder Rights and Accountability | | Board Refreshment | | | • | Stockholders right to amend our Bylaws by majority vote | • | Comprehensive, ongoing board succession planning process | | • | Annual election of all directors | • | Regular refreshment of the Board | | • | Majority voting in uncontested elections of directors | • | Annual self-evaluations by the Board and its committees | | • | Proxy access right for stockholders (market standard 3% ownership threshold, held continuously for 3 years; aggregation of up to 20 stockholders permitted) | • | New director orientation and continuing director education on key topics and issues | | • | Robust stockholder engagement process | | | | • | No stockholder rights plan | | | | • | One class of Common Stock, with each share entitled to one vote since the inception of our Company | | | | Independent Oversight | | Policies and Practices | | | • | Seven of our eight director nominees are independent | • | Hedging prohibited | | • | Lead independent director has clearly delineated duties | • | Robust clawback policy | | • | All Audit, Compensation, and Nominating & Governance Committee members are independent | • | 99% attendance of directors at board and committee meetings in 2024 | | • | Active board oversight of corporate strategy and risk management | • | Business Integrity Policy applicable to directors and all employees, with annual compliance certification | | • | Robust stock ownership requirements and holding periods for directors and executive officers | • | No director should serve on more than four other public company boards |

  3. Corporate Governance Highlights

    | 2025 Proxy Statement | 12 | |

  4. PROXY STATEMENT SUMMARY (continued)

    PROXY STATEMENT SUMMARY (continued)

  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. Cynthia L. Feldmann is not standing for reelection at the 2025 Annual Meeting. The Board of Directors thanks Ms. Feldmann for her service to the Company. The following tables and charts provide key information about our director nominees:

  6. Board Nominees

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

  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 experiences, perspectives, expertise, careers, and skills that are relevant and likely to contribute to the Board’s oversight and decision making in connection with the business and affairs of the Company. The Board, in its own meetings and through the Nominating & Governance Committee, regularly reviews the changing needs of the Company’s business and the skills and experience of its Board members, with the intention that the Board will be periodically “refreshed” as certain directors rotate off and new directors are recruited. The Board’s commitment to refreshment is tempered by the need to balance change with continuity and experience. In addition to regular consideration and discussion of these matters at its and the Nominating & Governance Committee’s meetings, the Board continues to monitor the effectiveness of these efforts as part of its periodic self-evaluation process. Once the Nominating & Governance Committee has identified a prospective nominee who is not currently serving on the Board, it makes an initial determination as to whether to conduct a full evaluation of the candidate based on information provided to it with respect to the candidate, as well as its own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or others. An initial determination whether to formally nominate a director candidate is based primarily on the need for additional directors to fill vacancies or expand the size of the Board and the likelihood that the candidate can satisfy the evaluation factors described herein. If the Nominating & Governance Committee determines, in consultation with the Chairman of the Board and other directors, as appropriate, that additional consideration is warranted, it may request a third-party search firm to gather additional information about the candidate’s background and experience and to report its findings to the Nominating & Governance Committee. The Nominating & Governance Committee then evaluates the candidate against the standards and qualifications set out in the Board Candidate Guidelines, including the nominee’s management, leadership, and business experience; skills; financial literacy; knowledge of directorial duties; and integrity and professionalism.

  10. Director Nominee Selection Process

    | 2025 Proxy Statement | 18 | |

  11. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  12. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

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    | 2025 Proxy Statement | 25 | |

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    | Mr. Marcus has served on the board of directors of a biopharmaceutical company Intra-Cellular Therapies, Inc. (NASDAQ: ITCI), from 2006 to 2025. He also served as a director of Atara Biotherapeutics, Inc. (NASDAQ: ATRA), a clinical-stage biopharmaceutical company, from 2014 to 2019; MeiraGTx Holdings plc (NASDAQ: MGTX), a clinical stage gene therapy company, from 2015 to 2022; Frequency Therapeutics, Inc. (now Korro Bio, Inc.; NASDAQ: KRRO), a clinical-stage biotechnology company, from 2018 to 2023; and Applied Therapeutics, Inc. (NASDAQ: APLT), a clinical-stage biopharmaceutical company, from 2017 to 2024. Mr. Marcus received the inaugural Bisnow Life Sciences Icon & Influencer Award in September 2024. This prestigious award highlights his and Alexandria’s significant long-term contributions to and lasting impact on the life science real estate sector and broader life science industry. He was also named one of Real Estate Forum’s 2017 Best Bosses in commercial real estate and was previously a recipient of the EY Entrepreneur of The Year Award (Los Angeles – Real Estate). Mr. Marcus received his undergraduate and Juris Doctor degrees from the University of California, Los Angeles. Mr. Marcus’s qualifications to serve on the Board include his 52 years of experience in the real estate and life science industry, including three years as the Company’s Chief Operating Officer prior to the Company’s initial public offering in May 1997, 21 years of operating experience as the Company’s Chief Executive Officer, and seven years as the Executive Chairman. Since 1994, Mr. Marcus has accumulated over 30 years of experience serving as a director of the Company. He was also Vice Chairman of the Board from the Company’s inception until his election as Chairman of the Board. |

  16. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | 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. |

  17. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2025 Proxy Statement | 26 | |

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

  20. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

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    | 2025 Proxy Statement | 27 | |

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

  24. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

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

  28. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

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

  33. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  34. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

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    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  37. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  38. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  39. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  40. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  41. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2025 Proxy Statement | 32 | |

  42. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  43. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  44. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  45. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  46. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2025 Proxy Statement | 33 | |

  47. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  48. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  49. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  50. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  51. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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

  52. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2025 Proxy Statement | 34 | |

  53. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  54. 2024 Director Compensation Table(1)

    2024 Director Compensation Table(1)

  55. 2024 Director Compensation Table(1)

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

  56. 2024 Director Compensation Table(1)

    (1)Excludes Claire Aldridge, PhD, who was elected to the Board to serve as a director effective March 14, 2025 and received no compensation in 2024. (2)The amounts in this column represent the grant date fair value of (i) restricted stock awards granted on January 12, 2024, or, for those non-employee directors who elected to defer their restricted stock awards pursuant to the DCPD (as defined and discussed in the “Deferred Compensation Plan for Directors” section below) and receive phantom stock units in lieu thereof, (ii) phantom stock units credited on January 12, 2024, in each case as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), with expected dividends factored into each grant date fair value. A discussion of the assumptions used in calculating the grant date fair value is set forth in Notes 2 and 16 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Mr. Hash, Mr. Klein, Ms. McGrath, and Mr. Woronoff each elected to defer 100% of their restricted stock awards pursuant to the DCPD. (3)As of December 31, 2024, our non-employee directors held the following amounts of unvested restricted stock awards and unvested phantom stock units:

  57. 2024 Director Compensation Table(1)

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

  58. 2024 Director Compensation Table(1)

    (4)Mr. Marcus, the Company’s Executive Chairman, was an employee of the Company in 2024 and thus received no compensation for his services as director. The compensation received by Mr. Marcus as an NEO of the Company is shown in the “Summary Compensation Table ” on page 96. (5)Mr. Hash elected to defer 100% of his annual cash retainer fee of $110,000 earned in 2024 into phantom stock units under the DCPD. (6)Mr. Woronoff elected to defer 100% of his annual cash fees earned in 2024 into phantom stock units under the DCPD. In determining the form and amount of compensation to be paid to our independent directors in 2024, the Board considered recommendations from FTI Consulting, Inc. (“FTI”). At the end of 2023, the Board reviewed data provided by FTI for the peer group described under “Compensation Peer Group” on page 60 and considered industry trends in director compensation to determine the terms of the compensation program for our independent directors in 2024. In 2024, each director other than Mr. Marcus earned an annual cash retainer fee of $110,000, and the Lead Director earned an additional $50,000 in annual cash fees. Additional fees for various roles were as follows:

  59. 2024 Director Compensation Table(1)

    | | 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 |

  60. 2024 Director Compensation Table(1)

    Incumbent independent directors were also eligible to receive restricted stock awards under the Company’s Amended and Restated 1997 Stock Award and Incentive Plan (the “1997 Incentive Plan”) equal to a fixed-dollar amount of $200,000 divided by the Company’s closing stock price as of the grant date as compensation for their services as directors. These restricted stock awards generally vest over a period of three years. In 2016, our stockholders approved a limit on the amount of non-employee director compensation under the 1997 Incentive Plan. The aggregate value of all compensation granted or paid to any individual solely for service as a non-employee director of the Board with respect to any calendar year may not exceed $600,000 in total value, calculating the value of any stock awards based on the grant date fair value of such awards. This limit was not intended to serve as an increase in the annual amount of non-employee director compensation; rather, this action was approved for the purpose of limiting the amount of compensation the Board can approve for non-employee directors each year.

  61. 2024 Director Compensation Table(1)

    | 2025 Proxy Statement | 35 | |

  62. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  63. Pay-for-Performance Philosophy

    Pay-for-Performance Philosophy The fundamental principle that drives pay decisions of the Compensation Committee is to align pay with performance. The experience, abilities, and commitment of our NEOs (whose tenures average 22 years) provide the Company with unique skill sets in the business of owning, operating, and developing essential real estate for the broad and diverse life science industry. Therefore, their expertise has been and will continue to be critical to the Company’s long-term success and to the achievement of our key business objectives, including: (1) creation of long-term stockholder value; (2) profitability; (3) growth in FFO per share – diluted, as adjusted; and (4) maintenance of a strong and flexible balance sheet. The Fundamental Principle That Drives Our Pay Decisions Is to Align Pay With Performance The Compensation Committee structures NEO compensation to be dependent on the Company’s performance and execution of our key business objectives. •Majority of each NEO’s compensation is equity-based. An average of 71% of our NEOs’ total annual compensation in 2024 was structured in the form of incentive equity awards that are “at risk” and directly dependent on long-term stockholder value. •Majority of each NEO’s equity compensation is performance-based. A meaningful portion of the incentive equity awards granted to our NEOs vests only if we achieve rigorous preset performance goals over a multiyear period. Approximately 79% of our Executive Chairman’s and 67% of our Chief Executive Officer’s long-term incentive equity awards granted in 2024 vest upon achievement of performance goals relating to our FFO per share, net debt to Adjusted EBITDA ratio, TSR over a three-year period, NOI, and forward FFO per share multiple on an absolute and/ or relative basis. For purposes of the calculations above, the equity awards are calculated based on the grant date value of such awards as presented in the Summary Compensation Table.

  64. COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

    COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued) Actual NEO compensation is designed to be negatively affected by both stock price declines and by the forfeiture of performance-based awards when the Company does not achieve predetermined targets, as evidenced by the following: •Forfeitures of performance-based equity awards in 2024: –In March 2024, each NEO forfeited 50% of his respective Performance Plan Equity Awards (as defined in the section below titled “Significant Changes to Our Executive Compensation Program as a Result of Stockholder Engagement”) granted in 2021 due to below-threshold performance on the underlying absolute TSR metric. –In December 2024, each NEO forfeited approximately 78% of his respective Performance Plan Equity Awards granted in 2022 due to below-threshold performance on the underlying absolute TSR metric and below-target performance on the underlying relative TSR metric. For additional information regarding forfeitures during 2024, refer to the section titled “2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting.” •Significant performance hurdles may lead to forfeitures of performance-based equity awards in 2025: –In January 2023, we granted Performance Plan Equity Awards with a performance period from January 2023 through December 31, 2025 to each NEO. Based upon the actual performance of our TSR and forward FFO per share multiple relative to the FTSE NAREIT Equity Office Index since the grant date in January 2023 through March 14, 2025, each NEO would forfeit approximately 50% of their 2023 Performance Plan Equity Awards. –In addition, for the LTI equity awards (as defined in the section below titled “Significant Changes to Our Executive Compensation Program as a Result of Stockholder Engagement”) granted in January 2023 to our Executive Chairman and our Chief Executive Officer to vest at the maximum level, our 2025 FFO per share must exceed the midpoint of our 2025 guidance range, as disclosed on January 27, 2025 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, by at least 4%. Otherwise, over 50% of each such award will be forfeited. Actual forfeitures may vary depending on final results at the end of each performance period. •Significant performance hurdles may lead to forfeitures of performance-based equity awards in 2026: –In January 2024, we granted to each NEO Performance Plan Equity Awards with a performance period from January 2024 through December 31, 2026. Based upon the actual performance of our TSR relative to the FTSE NAREIT Equity Heath Care Index since the grant date in January 2024 through March 14, 2025, each NEO would forfeit over 30% of their 2024 Performance Plan Equity Awards. –In January 2024, we granted LTI equity awards with a performance period from January 2024 through December 31, 2026 to our Executive Chairman and our Chief Executive Officer. Based upon the actual performance of our forward FFO per share multiple relative to the FTSE NAREIT Equity Heath Care Index since the grant date in January 2024 through March 14, 2025, our Executive Chairman and our Chief Executive Officer would each forfeit approximately 30% of their 2024 LTI equity awards. Actual forfeitures may vary depending on final results at the end of each performance period.

  65. •Substantial year-over-year reduction in value of Performance Plan Equity Awards granted to all NEOs. The

    •Substantial year-over-year reduction in value of Performance Plan Equity Awards granted to all NEOs. The fair value of Performance Plan Equity Awards granted in January 2025 to all NEOs was reduced by over 70% compared to the fair value of awards granted under this program in January 2024. •Unchanged value of LTI equity awards in 2025. The fair value of LTI equity awards granted to our Executive Chairman and our Chief Executive Officer in January 2025 remained unchanged compared to 2024 awards. •Dividends will be forfeited if shares do not vest. As a result of changes to our equity compensation program introduced in 2024, no dividends will be paid prior to vesting on substantially all unvested time-based equity awards granted during April-December 2024 and expected to be granted in 2025 to our employees, including our NEOs. Any dividends accrued on any such unvested time-based equity awards that are forfeited will also be forfeited, reinforcing our executive compensation program’s pay-for-performance philosophy.

  66. •Substantial year-over-year reduction in value of Performance Plan Equity Awards granted to all NEOs. The

    | 2025 Proxy Statement | 56 | |

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

    | Category | Actions | | Change-in-control vesting of equity awards | Eliminated automatic single-trigger vesting of equity awards in connection with a change-in- control. | | Annual cash incentive awards for the Executive Chairman and the Chief Executive Officer | •Reduced the number of performance goals and made them more formulaic. •Incorporated environmental and sustainability measures beginning in 2020, which we have continued to refine. •Enhanced disclosure of performance goals to provide respective weightings, threshold, target, and maximum performance levels, payout levels, and actual performance achieved. | | Long-term incentive (“LTI”) equity awards granted to the Executive Chairman and the Chief Executive Officer | •Enhanced disclosure of performance goals and results. •Refined the design of the LTI equity awards granted in 2024 as follows: –Structured vesting of the performance-based portion of the LTI equity awards on the Company’s achievement of three predetermined performance goals, including a relative goal based on performance at the end of the three-year performance period, rather than based entirely on one absolute performance goal as was the case in 2023; –Reduced the maximum payout of the performance-based portion of the LTI equity awards to 150% of target from 156.4% of target, as was the case during 2014-2023; –Lengthened the vesting period of the service- or time-based portion of the LTI equity awards to four years, from three years; and –Added a one-year post-vesting holding period that applies to any vested shares under the LTI equity awards (i.e., performance-based and time-based portions). •For LTI equity awards granted in 2025, changed dividends on unvested equity awards to be forfeitable so that dividends are only paid if the award vests. | | Long-term performance- based equity awards granted to all NEOs (“Performance Plan Equity Awards”) | •Adopted and continued to refine a long-term performance program whereby each NEO receives an annual performance-based equity award, 100% of which is eligible to vest based upon formulaic performance goals. •Structured vesting of the performance-based equity awards on the Company’s achievement of three predetermined performance goals, including a relative goal based on performance at the end of the three-year performance period, which are then subject to an additional one- year post-vesting holding period requirement. •Enhanced disclosure of performance goals and results. •Eliminated reliance on a single performance goal: 2023 and 2024 awards vest based on achievement of two separate performance goals, and 2024 awards also include a modifier based on our relative TSR over a three-year period. | | Disclosure of compensation for all NEOs | In addition to disclosures made for the Executive Chairman and the Chief Executive Officer, we disclose key performance considerations underlying compensation for the Other NEOs. |

  68. 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 substantially all equity awards granted to our NEOs | ☒ | Excessive perquisites | | ✓ | Include a “double-trigger” change-in-control provision in all equity awards granted to our NEOs | ☒ | Excessive change-in-control or severance payments | | ✓ | Maintain robust director and senior officer stock ownership guidelines | ☒ | Tax gross-up payments | | ✓ | Maintain hedging and clawback policies | ☒ | Unrestricted pledging of the Company’s shares | | ✓ | Conduct an annual say-on-pay vote | ☒ | Hedging or derivative transactions involving the Company’s shares | | ✓ | Mitigate inappropriate risk-taking | | |

  69. Role of the Compensation Consultant

    Role of the Compensation Consultant The Company continued in 2024 to engage FTI, an external compensation consultant that specializes in the real estate industry and has been engaged by the Company for several years to review our executive compensation program and, if appropriate, to recommend changes to ensure a fair, reasonable, and balanced compensation program for our NEOs that motivates and rewards performance while closely aligning the interests of our NEOs with those of our stockholders. FTI also reviewed the Company’s disclosure of various compensation and benefits payable to each NEO upon certain termination events and provided compensation data and recommendations to the Board. The Compensation Committee has considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to FTI’s work. The Compensation Committee determined, based on its analysis of these factors, that the work of FTI, and the individual compensation advisors employed by FTI as compensation consultants, does not create any conflict of interest.

  70. 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 58, viewing peer comparison as just one of several factors considered. In selecting a peer group, the Compensation Committee focused first on public REITs that own laboratory or life science space. Because only a small number of such REITs were identified in our complex real estate asset class, the Compensation Committee expanded our comparison group to include REITs that compete with us for talent and match our operational scale in terms of total assets, revenues, or equity capitalization, generally ranging from 0.5 to 2.5 times our size. This approach aims to facilitate a balanced comparison by taking into account the complexities of managing a large REIT. In addition, the Compensation Committee considered companies with solid credit ratings. The effectiveness of our NEOs in competing with REITs that demonstrate strong credit metrics is critical for our strategic growth and funding of our development and redevelopment pipeline. Consequently, peers with strong credit profiles are also factored into our evaluation when selecting our compensation peer group. The Compensation Committee identified the following companies as our compensation peer group for 2024 (the “2024 Peer Group”) to support the Compensation Committee in establishing a fair, industry-aligned, and competitive compensation program:

  71. 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) | | BXP, Inc. | BXP | ✓ | BBB+ | ✓ | ✓ | ✓ | ✓ | | Kilroy Realty Corporation | KRC | ✓ | BBB | | | | | | Vornado Realty Trust | VNO | | BB+ | | | ✓ | | | Healthpeak Properties, Inc. | DOC | ✓ | BBB+ | ✓ | | ✓ | ✓ | | Healthcare Realty Trust Incorporated | HR | | BBB | | | ✓ | | | Medical Properties Trust, Inc. | MPW | | B+ | | ✓ | | | | Omega Healthcare Investors, Inc. | OHI | | BBB- | | | | | | Ventas, Inc. | VTR | ✓ | BBB+ | ✓ | ✓ | ✓ | ✓ | | Welltower, Inc. | WELL | | BBB+ | ✓ | ✓ | ✓ | ✓ | | Prologis, Inc. | PLD | | A | ✓ | ✓ | | | | Alexandria | ARE | ✓ | BBB+ | ✓ | 80th Percentile | 60th Percentile | 80th Percentile |

  72. Compensation Peer Group

    As of/for the year ended December 31, 2023. (1)Source: S&P Global Market Intelligence. The column indicates whether the total assets, revenues, and equity capitalization of each peer, as applicable, were within a range of 0.5 to 2.5 times our size. (2)Total equity capitalization represents the outstanding shares of Common Stock multiplied by the closing price as of December 31, 2023.

  73. Compensation Peer Group

    | 2025 Proxy Statement | 61 | |

  74. Key Elements of the Executive Compensation Program

    | 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. |

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

    Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer Structure and Target Value of Executive Chairman’s and Chief Executive Officer’s 2024 Cash Incentive Awards Messrs. Marcus’s and Moglia’s respective employment agreements provide that each is eligible to receive an annual cash incentive award, 60% of which is payable based upon the achievement of rigorous annual corporate performance criteria established by the Compensation Committee (such portion of the annual cash incentive award, the “Corporate Performance Component”) and 40% of which is payable based upon achievement of predetermined individual performance measures established by the Compensation Committee (such portion of the annual cash incentive award, the “Individual Performance Component”). For 2024, the Compensation Committee structured 80% of the Corporate Performance Component to be based upon achievement of predetermined corporate performance measures, and the remaining 20% of the Corporate Performance Component to be based upon the achievement of predetermined environmental and sustainability goals. The Compensation Committee believes this mix is appropriate because it balances the teamwork and common purpose necessary to maximize corporate success while motivating each executive to achieve the individual objectives appropriate for their respective positions, as described in more detail below. Annual cash incentives awarded to our Executive Chairman and our Chief Executive Officer are subject to a maximum of 225% of their respective base salaries. For 2024, Messrs. Marcus and Moglia were eligible for the following threshold, target, and maximum percentages of their base salaries:

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

    | | | 2024 Cash Incentive Award Opportunity | | | Level | Percentage of Base Salary | Mr. Marcus | Mr. Moglia | | Threshold ...................................................................... | 75% | $975,000 | $607,500 | | Target ............................................................................. | 150% | $1,950,000 | $1,215,000 | | Maximum ....................................................................... | 225% | $2,925,000 | $1,822,500 |

  77. Annual Cash Incentive Awards for the Executive Chairman and the 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 2024 Peer Group, as disclosed in proxy statements filed by the peer companies in 2024:

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

    | Company | Target as a Percentage of Base Salary | Target Bonus | Max as a Percentage of Base Salary | Max Bonus | | BXP, Inc. ................................................................................. | 247% | $2,350,000 | 371% | $3,525,000 | | Kilroy Realty Corporation .................................................... | 245% | $3,000,000 | 367% | $4,500,000 | | Healthcare Realty Trust Incorporated ................................ | 200% | $1,700,000 | 340% | $2,890,000 | | Medical Properties Trust, Inc. ............................................. | 200% | $2,000,000 | 300% | $3,000,000 | | Ventas, Inc. ............................................................................ | 200% | $2,150,000 | 360% | $3,870,000 | | Welltower, Inc. ....................................................................... | 225% | $2,700,000 | 450% | $5,400,000 | | Healthpeak Properties, Inc. ................................................. | 153% | $1,150,000 | 230% | $1,725,000 | | Prologis, Inc. .......................................................................... | 150% | $1,500,000 | 300% | $3,000,000 | | Omega Healthcare Investors, Inc. ..................................... | 125% | $1,118,750 | 200% | $2,237,500 | | Vornado Realty Trust ............................................................ | N/A(1) | N/A(1) | N/A(1) | N/A(1) | | Average (excluding Alexandria) .......................................... | 194% | $1,963,194 | 324% | $3,349,722 | | 50th Percentile (excluding Alexandria) .............................. | 200% | $2,000,000 | 340% | $3,000,000 |

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

    (1)Not disclosed by the company and therefore excluded from average and median.

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

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  81. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) Corporate Performance Component of Executive Chairman’s and Chief Executive Officer’s 2024 Cash Incentive Awards For 2024, the Compensation Committee determined that, with respect to the Corporate Performance Component of Messrs. Marcus’s and Moglia’s annual cash incentive awards, (i) 80% would be based on the achievement of predetermined rigorous corporate performance measures, weighted 50% toward balance sheet management goals and 50% toward profitability and net asset value (“NAV”) related goals, and (ii) 20% would be based on the achievement of predetermined environmental and sustainability goals. The following section focuses on the predetermined corporate performance measures, and the section thereafter focuses on the predetermined environmental and sustainability goals. 2024 Corporate Performance Measures: Balance Sheet Management Goals and Profitability and NAV-Related Goals The corporate performance measures for each category were established based upon a comprehensive review of the Company’s strong multiyear financial and operating performance and 2024 budgets. The 2024 corporate performance goals set by the Compensation Committee included annual balance sheet management, profitability, and NAV-related goals. In setting the threshold, target, and maximum achievement levels for each 2024 corporate performance goal, the Compensation Committee considered, among other things, the Company’s historical performance against the achievement levels previously set for each annual cash incentive award metric, the importance of setting rigorous target achievement levels that meaningfully align with our key business objectives, and our 2024 Peer Group’s relative performance, as compared to the Company’s performance, in 2023 with respect to each annual cash incentive award metric. For most metrics where comparative data was publicly available, the Company was generally required to perform at or above our peer companies’ median performance in 2023 in order for Messrs. Marcus and Moglia to earn a payout at the target achievement level. Ultimately, the Compensation Committee decided to set the target achievement levels for the 2024 corporate performance goals as described in the following pages for the reasons below: •Messrs. Marcus and Moglia, as well as our Other NEOs, have continued to consistently generate strong operating and financial year-over-year performance on behalf of the Company, so the Compensation Committee decided to continue setting rigorous yet attainable goals that properly incentivize the achievement of this high level of performance year after year. •The Compensation Committee’s holistic view of the annual cash incentive award metrics, as well as its strong understanding of how these metrics operate in the aggregate to contribute to both strong financial and operating performance and long-term TSR performance, led the Compensation Committee to conclude that the target achievement level for each performance goal was not only rigorous but also directly aligned with our key business objectives, including the creation of long-term stockholder value. •The 2024 corporate performance goals were based, in part, on the following general principles: •Recognition of consistently strong long-term performance as opposed to strong growth following periods of significant decline in performance; •Recognition that many other qualitative goals for each NEO also contribute to both strong financial and operating performance and long-term TSR performance (such as the environmental and sustainability initiatives included in our strategic core business verticals); and •Alignment with the strategic goal of maintaining attractive long-term cost of capital to support strategic long- term growth.

  82. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) 2024 Environmental and Sustainability Goals As discussed above, the remaining 20% of the Corporate Performance Component of Messrs. Marcus’s and Moglia’s 2024 annual cash incentive awards is based on the achievement of predetermined environmental and sustainability goals. Specifically, the Compensation Committee established the following goals for these NEOs’ 2024 annual cash incentive awards, which were designed to further our sustainability mission of making a positive impact on society by developing and operating efficient and healthy buildings, mitigating greenhouse gas emissions (“GHG”) emissions and climate risk, and advancing human health and nutrition.

  83. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) 2024 Cash Incentive Award Decisions for Executive Chairman and Chief Executive Officer As discussed above, the Company has delivered strong multiyear operating and financial performance, including in 2024. Due to the continued strong operating and financial performance in 2024, the achievement of the corporate performance goals at the maximum level for all eight goals, the environmental and sustainability progress made as discussed above, and the continued strong individual performance of Messrs. Marcus and Moglia in 2024, as discussed below, which resulted in each NEO earning the maximum achievement level with respect to the individual performance component of their respective 2024 annual cash incentive awards, the Compensation Committee awarded Mr. Marcus an annual cash incentive award of $2,925,000 and Mr. Moglia an annual cash incentive award of $1,822,500. Individual Performance Component of Executive Chairman’s and Chief Executive Officer’s 2024 Cash Incentive Awards Messrs. Marcus’s and Moglia’s respective employment agreements also provide that 40% of each of their annual cash incentive awards be based upon the achievement of predetermined individual performance measures, which are to be established each year by the Compensation Committee. As described further below, the Compensation Committee established individual goals for both NEOs for 2024 that align with the Company’s key business objectives of creating value for, and promoting the interests of, our stockholders.

  84. Annual Cash Incentive Awards for Other NEOs

    Annual Cash Incentive Awards for Other NEOs The employment agreements for Messrs. Binda, Ryan, Kass, and Diamond provide for annual cash incentive awards that are granted at the discretion of the Compensation Committee, none of which are guaranteed. As described above, the Compensation Committee considered a more formulaic approach for our Other NEOs but decided the existing method permits the Compensation Committee to adjust compensation based on a wide range of factors relating to both corporate and individual performance. In exercising its discretion, the Compensation Committee performs a holistic assessment of the Company’s performance and each Other NEO’s individual achievements, taking into account competitive market dynamics as well as the macroeconomic environment, and does not assign specific weights to any particular factor. Each Other NEO’s annual cash incentive award is subject to a maximum amount equal to 300% of their base salary. Each Other NEO’s cash incentive award for 2024 was below this threshold. 2024 Cash Incentive Award Decisions for Our Other NEOs The Compensation Committee evaluated each Other NEO’s performance in the context of achievement of the goals established in early 2024, as described below, and each Other NEO’s performance, position, tenure, experience, expertise, leadership, and management capability. As a result, the Compensation Committee awarded each Other NEO a cash incentive award for 2024 in the amount of $950,000 to Mr. Binda, $1,750,000 to Mr. Ryan, $1,750,000 to Mr. Kass, and $575,000 to Mr. Diamond. Annual cash incentives awarded to Other NEOs are subject to a maximum of 300% of their respective base salaries.

  85. Annual Cash Incentive Awards for Other NEOs

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  86. Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer

    Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer Pursuant to their respective employment agreements, Messrs. Marcus and Moglia are each eligible to receive an annual LTI award in the form of restricted stock, 50% of which is subject to performance-based vesting conditions (the “Performance-Based LTI Grant”) and the remaining 50% of which is subject to service- or time-based vesting conditions (the “Time-Based LTI Grant”; together with the Performance-Based LTI Grant, the “Annual LTI Grant”). On January 5, 2024, we amended Messrs. Marcus’s and Moglia’s employment agreements to change certain terms of the Annual LTI Grants to be awarded after such date. The changes include (i) an increase in the aggregate target value of their respective Annual LTI Grants, which represent the first increase since 2019, (ii) a reduction of the maximum payout of their respective Performance-Based LTI Grants to 150% of target, from 156.4% of target, (iii) an increase of the vesting period of their respective Time-Based LTI Grants to four years, from three years, and (iv) an addition of a one-year post-vesting holding period requirement. The Compensation Committee performed a comprehensive review of peer compensation and the Company’s long- term strategic objectives to ensure that these adjustments would support competitiveness and strong alignment with stockholder interests. Specifically: i.Increased aggregate target value. The new aggregated target values of $3,600,000 for Mr. Marcus and $5,500,000, for Mr. Moglia in 2024 reflect the first increases in their LTI targets since January 2019, from $2,750,000 and $4,500,000, respectively. Our Compensation Committee determined that this adjustment, representing effective annualized increases of approximately 5.5% per year for Mr. Marcus and 4.1% per year for Mr. Moglia, was necessary to sustain the competitiveness of our key executives’ compensation relative to peers and to effectively retain and motivate the talent critical to the company’s long-term success. For Mr. Marcus, the new LTI target amount still represents a 35% reduction compared to the original annual LTI award granted to Mr. Marcus in 2018 with an aggregate target of $5,500,000. The aggregated target values of the Annual LTI Grants awarded to Mr. Marcus and Mr. Moglia in 2025 remained unchanged from 2024. ii.Reduction in maximum performance-based payout cap. The maximum payout cap for the Performance-Based LTI Grant was reduced to 150% of target, down from 156.4%, reflecting a more balanced approach to incentive compensation that aligns with stockholder interests. iii.Longer vesting period for the Time-Based LTI Grant. Increasing the vesting period of the Time-Based LTI Grant to four years, from three years, strengthen executive retention and promotes long-term value creation. iv.Addition of a one-year post-vesting holding period for the LTI Grant. The mandated one-year post-vesting holding requirement for the Annual LTI Grant (for both performance-based and time-based portions) further strengthens our commitment to sustainable value creation and prudent risk management. On January 10, 2024, pursuant to their respective employment agreements, as amended, Messrs. Marcus and Moglia were each awarded an Annual LTI Grant reflecting these revised terms. Structure of the 2024 LTI Grant — Target 50% Performance-Based Vesting and Target 50% Time-Based Vesting The Compensation Committee awarded the Annual LTI Grant in 2024 (the “2024 LTI Grant”) to Messrs. Marcus and Moglia in the form of a Performance-Based LTI Grant representing 50% of the aggregate target value (the “2024 Performance- Based LTI Grant”) and a Time-Based LTI Grant representing the remaining 50% of the aggregate target value (the “2024 Time- Based LTI Grant”) as set forth in the table below.

  87. Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer

    | | 2024 LTI Grants(1) | | | | | Aggregate Target Value | Target Number of Shares Underlying the 2024 Performance-Based LTI Grant (50% of Target Value)(2) | Target Number of Shares Underlying the 2024 Time-Based LTI Grant (50% of Target Value)(3) | | Joel S. Marcus ...... | $3,600,000 | 14,026 | 14,025 | | Peter M. Moglia ..... | $5,500,000 | 21,428 | 21,427 |

  88. Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer

    (1)The target number of shares underlying the 2024 LTI Grants was calculated based on the closing price of Common Stock on January 9, 2024, the last trading day prior to the January 10, 2024 grant date, therefore the approved target value of each 2024 LTI Grant shown in the table above differs from the amount disclosed for such award in the “Summary Compensation Table ” on page 96 and the “2024 Grants of Plan-Based Awards Table” on page 97, which, pursuant to SEC reporting rules, reflects the grant date fair value computed in accordance with FASB ASC Topic 718 based on the closing price of Common Stock on the January 10, 2024 grant date. 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, 2024 for additional information on fair value accounting for stock awards subject to performance and market condition vesting. (2)Reflects the target number of shares underlying the 2024 Performance-Based LTI Grant. The actual number of shares earned, if any, will be determined after the three-year performance period ending December 31, 2026. The maximum number of shares that could be earned is capped at 21,039 shares for Mr. Marcus and 32,142 shares for Mr. Moglia. (3)No more than the target number of shares underlying the 2024 Time-Based LTI Grant may ever vest.

  89. Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer

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  90. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | Metric | Definition | Importance of Metric | | Net Debt to Adjusted EBITDA Ratio | Net Debt to Adjusted EBITDA Ratio is the lower of the three months ended December 31, 2024 annualized or the trailing 12 months. For additional information, refer to “Net debt and preferred stock to Adjusted EBITDA” in the “Definitions and Reconciliations” section of this Proxy Statement. | When establishing the targets in late 2023, the Compensation Committee considered prevailing economic conditions, including the potential for continued interest rate increases and limited market liquidity throughout 2024. In selecting this performance metric, the Compensation Committee emphasized the importance of disciplined capital management and maintaining a strong balance sheet in a dynamic and uncertain economic environment. While the Compensation Committee evaluated the possibility of designing this metric as a long-term measure, it ultimately concluded that potential intermediate-term shifts—such as changes in monetary policy and/or federal administration—could diminish the relevance of a longer-term target. Accordingly, the Compensation Committee determined that a one-year target was more appropriate in the current macroeconomic environment. Considering the critical importance of (i) maintaining a strong and flexible balance sheet while avoiding excessive leverage —especially in the current capital market environment, where elevated interest rates persist, and (ii) continuing to drive growth in Adjusted EBITDA, this goal was incorporated into both of our performance-vesting award programs for 2024—the 2024 Performance-Based LTI Grants awarded to the Executive Chairman and the Chief Executive Officer, and the 2024 Performance Plan Equity Awards granted to each NEO, as described below under “Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs”—in order to support the Company’s long-term success. | | NOI Growth Rate | NOI Growth Rate means growth in NOI for the year ended December 31, 2024, compared to the year ended December 31, 2023, excluding any NOI from dispositions completed in 2023 and 2024. Refer to “Net operating income” in the “Definitions and Reconciliations” section of this Proxy Statement. | This measure underscores the Company’s commitment to delivering strong operating results despite a challenging macroeconomic environment. While the Net Debt to Adjusted EBITDA Ratio emphasizes financial discipline, the NOI Growth Rate complements it by focusing on sustained operational growth and value creation through the Company’s core business activities. The Compensation Committee introduced this metric to promote a balanced approach to achieving the Net Debt to Adjusted EBITDA Ratio target without compromising long-term growth and strategic priorities such as maintaining core assets integral to the Company’s Megacampus platform, maintaining solid liquidity, prudently managing equity issuances, and promoting sustainable operational efficiency. Designing the NOI Growth Rate as a one-year target aligns its term with the Net Debt to Adjusted EBITDA Ratio, creating cohesive and balanced performance incentives, and mitigating the risk of overemphasizing any single metric. | | Forward FFO Equity Multiple Ranking | Forward FFO Equity Multiple Ranking means the percentile ranking of the Company’s Forward FFO Equity Multiple among the Forward FFO Equity Multiples of all FTSE NAREIT Equity Health Care Index companies, including the Company (the “Index Companies”). The term “Forward FFO Equity Multiple” means the average of each Index Company’s daily closing stock prices for the 30 trading days ending on December 31, 2026, divided by the respective Index Company’s consensus FFO per share estimate for 2027, as reported by Bloomberg. | To ensure that executive compensation aligns with both short-term operational and financial milestones and long-term value creation, the Compensation Committee introduced the Forward FFO Equity Multiple Ranking as a modifier with a three-year performance period. This metric underscores the importance of sustained performance throughout the 2024–2026 performance period and incentivizes the Company’s leadership to deliver competitive 2027 FFO per share, relative to the members of the FTSE NAREIT Equity Health Care Index. By incorporating this long-term measure alongside the one-year targets for Net Debt to Adjusted EBITDA Ratio and NOI Growth Rate, the Compensation Committee established a balanced framework that aligns executive incentives with both immediate priorities and long- term value creation. This holistic structure promotes disciplined capital management, operational excellence, and long-term stockholder returns. |

  91. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | | | 50% of LTI Grant: Net Debt to Adjusted EBITDA Ratio Goals | | | | Modifier | | Maximum Payout at 150% of Target | | | | Forfeiture (> 6.5x) | Threshold (6.5x) | Target (≤ 6.05x) | Maximum (≤ 5.6x) | Forward FFO Equity Multiple Ranking | Adjustment to Shares Earned | | | 50% of LTI Grant: NOI Growth Rate Goals | Forfeiture (< 3.0%) | —% | 25% | 63% | 100% | ≤ 25 Percentile | Decrease by 50% | Mr. Moglia | | | Threshold (3.0%) | 25% | 50% | 88% | 125% | Median | No Change | 32,142 Shares | | | Target (4.0%) | 63% | 88% | 126% | 163% | ≥75 Percentile | Increase by 50% | Mr. Marcus | | | Maximum (≥ 5.0%) | 100% | 125% | 163% | 200% | CAP: Maximum Payout of 150% of Target Shares | | 21,039 Shares |

  92. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    The Company’s actual results for the NOI Growth Rate and Net Debt to Adjusted EBITDA Ratio performance metrics were as follows: we achieved (i) an NOI Growth Rate of 13.8% and (ii) a Net Debt to Adjusted EBITDA Ratio of 5.2x. Accordingly, the aggregate payout percentage for each 2024 Performance-Based LTI Grant resulting from the NOI Growth Rate and Net Debt to Adjusted EBITDA Ratio performance metrics is equal to 200% of target. The number of shares that will ultimately vest, however, depends upon the Company’s relative Forward FFO Equity Multiple Ranking as measured after the three-year performance period ending December 31, 2026 has concluded, and vesting will be capped at 150% of the target number of shares. The table above illustrates how the Forward FFO Equity Multiple Ranking modifier, which is based on our Forward FFO Equity Multiple performance relative to that of the constituents of the FTSE NAREIT Equity Health Care Index, will impact the final number of shares earned with respect to the 2024 Performance-Based LTI Grants. Linear interpolation will be applied between performance levels. We will disclose the final achievement results and any payouts of the 2024 Performance-Based LTI Grants after the three-year performance period ending December 31, 2026 has concluded. 2024 Time-Based LTI Grants The 2024 Time-Based LTI Grants each vest over four years from January 10, 2024 through January 30, 2028, subject to continued service through the applicable vesting date, and are subject to a one-year post-vesting holding period requirement.

  93. 2022 Long-Term Incentive Equity Award Payouts to the Executive Chairman and the Chief Executive Officer

    2022 Long-Term Incentive Equity Award Payouts to the Executive Chairman and the Chief Executive Officer Performance Goals for Annual LTI Grants Awarded to Our Executive Chairman and Our Chief Executive Officer in 2022 and Vested in 2025 In early 2022, Messrs. Marcus and Moglia were each awarded an Annual LTI Grant (the “2022 LTI Grant”), 50% of which was a Performance-Based LTI Grant that vested based upon the three-year growth in FFO per share – diluted, as adjusted (the “2022 Performance-Based LTI Grant”) and the remaining 50% of which was a Time-Based LTI Grant that vested over the 36-month period through January 2025, subject to continued service through the applicable vesting date. The specific performance goals and payout structure for the 2022 Performance-Based LTI Grants and the actual performance with respect to each performance goal for the three-year performance period are provided in the following table:

  94. 2022 Long-Term Incentive Equity Award Payouts to the Executive Chairman and the Chief Executive Officer

    | 2022 Performance-Based LTI Grants: Goals and Portion Subject to Forfeiture and Cap | | | | FFO/Share Growth(1) | | Grant Cap | | Goal | Vesting | | | Below 10.0% | Forfeiture | | | Threshold: 10.0% | Target Less 50% | | | Marcus Target: 12.5% | 6,579 Shares | 10,290 Shares | | Moglia Target: 12.5% | 10,766 Shares | 16,839 Shares | | Maximum: 15.0% | Target Plus 56.4% | | | Actual: 22% | Target Plus 56.4% | Vested: 10,290 Shares (Marcus) 16,839 Shares (Moglia) |

  95. 2022 Long-Term Incentive Equity Award Payouts to the Executive Chairman and the Chief Executive Officer

    (1)Represents growth in FFO per share – diluted, as adjusted, which is a non-GAAP measure. For a definition and reconciliation to the most directly comparable GAAP measure, refer to “Funds from operations per share – diluted, as adjusted” in the “Definitions and Reconciliations” section of this Proxy Statement. The maximum vesting for the 2022 Performance-Based LTI Grants was the result of exceptional corporate performance for the three-year performance period. When the Compensation Committee set the goals in 2022, it set rigorous three-year performance goals tied to our long-term strategic goals and the creation of long-term stockholder value. Considerations in Setting Performance Goals for the 2022 Performance-Based LTI Grants When setting the FFO per-share growth goal for the 2022 LTI Grant, the Compensation Committee focused on setting targets at rigorous levels that would require significant effort and exceptional performance in order to be achieved. The Compensation Committee considered the Company’s actual operating and financial results during the most recent three-year performance period ended December 31, 2021 and performance projections of future operating and financial performance. Ultimately, the Compensation Committee based the maximum achievement level of FFO per-share growth at a level that would have resulted in a strong relative three-year FFO per-share growth compared to constituents of the FTSE NAREIT Equity Office Index. This decision was partially informed by the fact that a 15% growth rate in FFO per share for each of the three- year periods ended December 31, 2019, 2020, and 2021 would, on average, have placed this growth rate within the upper quartile of those achieved by constituents of the FTSE NAREIT Equity Office Index.

  96. 2022 Long-Term Incentive Equity Award Payouts to the Executive Chairman and the Chief Executive Officer

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  97. Performance-Based Cash Incentive Bonus Awarded in 2023 and 2024 to Our Executive Chairman

    Performance-Based Cash Incentive Bonus Awarded in 2023 and 2024 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 2023 and 2024 (the “2023 Cash Bonus” and the “2024 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 2023 Cash Bonus was earned in 2023 and paid in 2024, and half of the 2024 Cash Bonus was earned in 2024 and is payable in 2025. The other half of the 2023 Cash Bonus (the “2023 Net Realized Gains Bonus”) is payable in two equal installments in April 2025 and July 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, from the Company’s portfolio of non-real estate investments during the period from January 1, 2024 to December 31, 2024 (the “2024 Net Realized Gains”). The achievement levels established by the Compensation Committee for the 2023 Net Realized Gains Bonus are provided in the table below (with linear interpolation for performance in between levels). At the end of 2023, the 2024 Net Realized Gains target was set below the prior year’s target and actual performance due to the market expectations at that time, including an expectation of potential decline in venture capital funding, economic and political uncertainties, and a strategic shift toward capital preservation. These factors were expected to impact the value of non-real estate investments and limit our willingness to liquidate certain non-real estate investments. With investors and companies prioritizing financial stability over aggressive growth, a more cautious approach was necessary to align expectations with the industry's measured recovery. In early 2025, the Compensation Committee determined that the amount of 2024 Net Realized Gains, as set forth in the table below, exceeded the maximum achievement level and thus determined that the amount of 2023 Net Realized Gains Bonus would be $1.0 million.

  98. Performance-Based Cash Incentive Bonus Awarded in 2023 and 2024 to Our Executive Chairman

    | 2023 Net Realized Gains Bonus | | | | 2024 Net Realized Gains(1) | | Amount Earned in 2024 | | Forfeiture: | $0 | $0 | | Target: | $30,000,000 | $500,000 | | Maximum | ≥ $60,000,000 | $1,000,000 | | Actual | $117,200,000 | $1,000,000 |

  99. Performance-Based Cash Incentive Bonus Awarded in 2023 and 2024 to Our Executive Chairman

    (1)Represents net realized gains, excluding impairments, from the Company’s portfolio of non-real estate investments. The other half of the 2024 Cash Bonus (the “2024 Net Realized Gains Bonus”) is payable in two equal installments in April 2026 and July 2026, 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, 2025 to December 31, 2025, from the Company’s portfolio of non-real estate investments (the “2025 Net Realized Gains”). We will disclose the specific achievement levels with respect to 2025 Net Realized Gains at the end of the performance period, as included above with respect to the 2023 Net Realized Gains Bonus. We believe that providing disclosure before the end of the performance period would be competitively harmful.

  100. Performance-Based Cash Incentive Bonus Awarded in 2023 and 2024 to Our Executive Chairman

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  101. Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs

    Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs Pursuant to our long-term performance program, each NEO is eligible to receive an annual performance-based equity award, 100% of which is eligible to vest based upon formulaic performance goals (each such award, a “Performance Plan Equity Award”). In January 2024, each NEO received a Performance Plan Equity Award for 2024 in the form of restricted stock (each such award, a “2024 Performance Plan Equity Award”). The table below reflects the target value and maximum value of each NEO’s 2024 Performance Plan Equity Award as approved by the Compensation Committee:

  102. Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs

    | | 2024 Performance Plan Equity Awards | | | | | NEO | Target Value(1) | Maximum Value(2) | Target Shares(1)(3) | Maximum Shares(4) | | Joel S. Marcus | $4,084,600 | $6,126,900 | 31,747 | 47,620 | | Peter M. Moglia | $1,301,733 | $1,952,600 | 10,120 | 15,180 | | Marc E. Binda | $606,667 | $910,000 | 4,720 | 7,080 | | Daniel J. Ryan | $1,301,733 | $1,952,600 | 10,120 | 15,180 | | Hunter L. Kass | $1,301,733 | $1,952,600 | 10,120 | 15,180 | | Lawrence J. Diamond | $606,667 | $910,000 | 4,720 | 7,080 |

  103. Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs

    (1)The target number of shares underlying the 2024 Performance Plan Equity Awards was calculated based on the 5-trading day trailing average closing price of Common Stock through the January 2, 2024 grant date. The approved target value of each 2024 Performance Plan Equity Award shown in the table above differs from the amount disclosed for such award in the “Summary Compensation Table ” on page 96 and the “2024 Grants of Plan-Based Awards Table” on page 97, which, pursuant to SEC reporting rules, reflects the grant date fair value computed in accordance with FASB ASC Topic 718. 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, 2024 for additional information on fair value accounting for stock awards subject to performance and market condition vesting. (2)Represents 150% of the approved target value of the 2024 Performance Plan Equity Award. (3)Reflects the target number of shares underlying the 2024 Performance Plan Equity Award. The actual number of shares earned, if any, will be determined after the three-year performance period ending December 31, 2026. (4)Reflects the maximum number of shares eligible to vest under the 2024 Performance Plan Equity Award, which number is equal to 150% of the target shares. Structure of the 2024 Performance Plan Equity Awards The Compensation Committee determined that the 2024 Performance Plan Equity Awards will be earned based on the Company’s Net Debt to Adjusted EBITDA Ratio, FFO Growth Rate, and Relative TSR Ranking. These metrics, selected at the end of 2023, reflect a balanced focus on short-term priorities and long-term value creation. They evaluate both the Company's absolute performance and its performance relative to an index peer group, as described below:

  104. Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs

    | Metric | Definition | Importance of Metric | | Net Debt to Adjusted EBITDA Ratio | Net Debt to Adjusted EBITDA Ratio is the lower of the three months ended December 31, 2024 annualized or the trailing 12 months. Refer to “Net debt and preferred stock to Adjusted EBITDA” in the “Definitions and Reconciliations” section of this Proxy Statement for additional information. | Establishing the targets in late 2023, the Compensation Committee considered prevailing economic conditions, including the potential for continued interest rate increases and limited market liquidity throughout 2024. In selecting this performance metric, the Compensation Committee emphasized the importance of disciplined capital management and maintaining a strong balance sheet in a dynamic and uncertain economic environment. While the Compensation Committee evaluated the possibility of designing this metric as a long-term measure, it ultimately concluded that potential intermediate-term shifts— such as changes in monetary policy and/or federal administration—could diminish the relevance of a longer-term target. Accordingly, the Compensation Committee determined that a one-year target was more appropriate in the current macroeconomic environment. Considering the critical importance of (i) maintaining a strong and flexible balance sheet while avoiding excessive leverage—especially in the current capital market environment, where elevated interest rates persist, and (ii) continuing to drive growth in Adjusted EBITDA, this goal was incorporated into both of our performance-vesting award programs for 2024—the 2024 Performance Plan Equity Awards granted to each NEO and the 2024 Performance-Based LTI Grants awarded to the Executive Chairman and the Chief Executive Officer, as described above under “Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer”—in order to support the Company’s long-term success. |

  105. Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs

    | 2025 Proxy Statement | 90 | |

  106. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | Metric | Definition | Importance of Metric | | FFO Growth Rate | FFO Growth Rate means the growth in the Company’s FFO per share for the year ended December 31, 2024, compared to the year ended December 31, 2023. “FFO per share” refers to the “Funds from operations, as adjusted, attributable to Alexandria Real Estate Equities, Inc.’s common stockholders,” as defined in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Refer to “Funds from operations per share – diluted, as adjusted” in the “Definitions and Reconciliations” section of this Proxy Statement for additional information. | This measure underscores the Company’s commitment to delivering strong operating results despite a challenging macroeconomic environment. While the Net Debt to Adjusted EBITDA Ratio emphasizes financial discipline, the FFO Growth Rate complements it by focusing on sustained operational growth and value creation through the Company’s core business activities. The Compensation Committee introduced this metric to promote a balanced approach to achieving the Net Debt to Adjusted EBITDA Ratio target without compromising long-term growth and strategic priorities such as maintaining core assets integral to the Company’s Megacampus platform, maintaining solid liquidity, prudently managing equity issuances, and promoting sustainable operational efficiency. Designing the FFO Growth Rate as a one-year target aligns its term with the Net Debt to Adjusted EBITDA Ratio, creating cohesive and balanced performance incentives, and mitigating the risk of overemphasizing any single metric. | | Relative TSR Ranking | Relative TSR Ranking means the percentile ranking of the Company’s TSR among the TSRs of all FTSE NAREIT Equity Health Care Index companies, including the Company (the “Index Companies”), over the three-year performance period ending December 31, 2026. | To ensure that executive compensation aligns with both short-term operational and financial milestones, and long-term value creation, the Compensation Committee used the Relative TSR Ranking as a modifier with a three-year performance period. This metric underscores the importance of sustained performance, encouraging the Company’s leadership to deliver a competitive TSR over the 2024–2026 period relative to that of the constituents of the FTSE NAREIT Equity Health Care Index. By incorporating this long-term measure alongside the one-year targets for Net Debt to Adjusted EBITDA Ratio and FFO Growth Rate, the Compensation Committee established a balanced framework that aligns executive incentives with both immediate priorities and long-term value creation. This holistic structure promotes disciplined capital management, operational excellence, and long-term stockholder returns. The Compensation Committee believes that the combination of absolute performance measures and a Relative TSR Ranking modifier provides for a balanced approach to motivating and rewarding NEOs for delivering long-term stockholder value. |

  107. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    Key design elements of the 2024 Performance Plan Equity Awards are as follows: •Two performance metrics (FFO Growth Rate and Net Debt to Adjusted EBITDA Ratio) are each weighted at 50% of the target number of shares underlying the 2024 Performance Plan Equity Awards, and the third performance metric (Relative TSR Ranking) operates as a modifier metric that can increase or decrease the award payout by up to 50%. •The number of shares underlying the 2024 Performance Plan Equity Awards that will vest, if any, will be calculated after the three-year performance period ending December 31, 2026. •The maximum payout of each 2024 Performance Plan Equity Awards is equal to 150% of the target number of shares underlying such award. •The 2024 Performance Plan Equity Awards will be forfeited to the extent the threshold performance levels underlying the FFO Growth Rate and the Net Debt to Adjusted EBITDA Ratio performance metrics are not met. •The 2024 Performance Plan Equity Awards are subject to a one-year post-vesting holding period requirement.

  108. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) The table below illustrates how the number of shares that could be earned with respect to the 2024 Performance Plan Equity Awards will be calculated after the three-year performance period ending December 31, 2026. Notwithstanding anything to the contrary, the maximum payout of each 2024 Performance Plan Equity Award is equal to 150% of the target number of shares underlying such award.

  109. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | | | 50% of Plan Award: Net Debt to Adjusted EBITDA Ratio Goals | | | | Modifier | | | | | Forfeiture (> 6.5x) | Threshold (6.5x) | Target (≤ 6.05x) | Maximum (≤ 5.6x) | Relative TSR Ranking | Adjustment to Shares Earned | | 50% of Plan Award: FFO Growth Rate Goals | Forfeiture (< 3.0%) | —% | 25% | 63% | 100% | ≤ 25 Percentile | Decrease by 50% | | | Threshold (3.0%) | 25% | 50% | 88% | 125% | Median | No Change | | | Target (4.0%) | 63% | 88% | 126% | 163% | ≥75 Percentile | Increase by 50% | | | Maximum (≥ 5.0%) | 100% | 125% | 163% | 200% | CAP: 150% of Target Shares | |

  110. 2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting

    2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting In 2022, each of our NEOs were granted a Performance Plan Equity Award for 2022 in the form of restricted stock (each such award, a “2022 Performance Plan Equity 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, in each case as measured over a multi-year performance period from March 31, 2022 to December 31, 2024. In 2021, each of our NEOs were granted a Performance Plan Equity Award for 2021 in the form of restricted stock (each such award, a “2021 Performance Plan Equity Award”), 50% of which was eligible to vest upon achievement of TSR on a relative basis compared to the Index Companies, and 50% of which was eligible to vest upon achievement of TSR on an absolute basis, in each case as measured over a three-year performance period from March 31, 2021 to March 29, 2024. The specific performance goals for each of the awards and the Company’s actual performance are presented below:

  111. 2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting

    | 2022 Performance Plan Equity Award Goals and Achievement (Performance Period: March 31, 2022 to December 31, 2024) | | | | | FORFEITURE: 78% OF TOTAL AWARD | | | | | 50% Relative TSR | | 50% Absolute TSR | | | TSR as a Percentile of Index Companies | Vesting | Goal | Vesting | | Forfeiture: <30th Percentile | 0% | Forfeiture: <11% | 0% | | Threshold: 30th Percentile | 25% | Threshold: 11% | 25% | | Target: 50th Percentile | 62.5% | Target: 16.5% | 62.5% | | Maximum: ≥70th Percentile | 100% | Maximum: ≥22% | 100% | | Actual: 40th Percentile | 44% | Actual: (41.7)% | 0% |

  112. 2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting

    | 2021 Performance Plan Equity Award Goals and Achievement (Performance Period: March 31, 2021 to March 29, 2024) | | | | | 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)% | 0% |

  113. 2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting

    As a result of our actual performance on both a relative and absolute basis, each of our NEOs forfeited approximately 78% and 50% of their 2022 Performance Plan Equity Award and 2021 Performance Plan Equity Award, respectively. The vested shares are subject to a one-year holding period after vesting to further underscore the long-term element of the award. Each NEO’s award and the shares that ultimately vested and were forfeited are reflected below:

  114. 2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting

    | | 2022 Performance Plan Equity Award | | | 2021 Performance Plan Equity Award | | | | NEO | Total Shares Granted | Shares Vested | Shared Forfeited | Total Shares Granted | Shares Vested | Shared Forfeited | | Joel S. Marcus | 24,560 | 5,404 | 19,156 | 21,310 | 10,655 | 10,655 | | Peter M. Moglia | 7,820 | 1,721 | 6,099 | 7,430 | 3,715 | 3,715 | | Marc E. Binda | 2,340 | 515 | 1,825 | 2,210 | 1,105 | 1,105 | | Daniel J. Ryan | 7,820 | 1,721 | 6,099 | 6,510 | 3,255 | 3,255 | | Hunter L. Kass | 7,820 | 1,721 | 6,099 | 4,480 | 2,240 | 2,240 | | Lawrence J. Diamond | 2,340 | 515 | 1,825 | 2,210 | 1,105 | 1,105 |

  115. 2021 and 2022 Long-Term Performance-Based Equity Award Forfeitures and Partial Vesting

    | 2025 Proxy Statement | 93 | |

  116. Long-Term Service-Based Equity Awards Granted in 2024 to Our Other NEOs

    Long-Term Service-Based Equity Awards Granted in 2024 to Our Other NEOs Each of the employment agreements for Messrs. Binda, Ryan, Kass, and Diamond 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 2023 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, and long-term stockholder value; and 2023 individual performance accomplishments, each NEO was granted a restricted stock award for the number of shares set forth in the table below. These restricted stock awards vest based on each NEO’s continued service over a four-year period, and are subject to a one-year holding period after vesting. In addition, these awards feature forfeitable dividends, deferring any potential dividend payouts until the awards vest, if at all. No dividends will be paid on the forfeited awards. 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, it provides a useful retention tool, and it helps us manage dilution because fewer shares are granted subject to restricted stock awards than would be granted subject to stock options.

  117. Long-Term Service-Based Equity Awards Granted in 2024 to Our Other NEOs

    | 2024 Long-Term Service-Based Equity Awards | | | NEO | Shares Granted(1) | | Marc E. Binda ........................................................................................................................................................... | 36,905 | | Daniel J. Ryan .......................................................................................................................................................... | 54,895 | | Hunter L. Kass .......................................................................................................................................................... | 51,897 | | Lawrence J. Diamond .............................................................................................................................................. | 16,146 |

  118. Long-Term Service-Based Equity Awards Granted in 2024 to Our Other NEOs

    (1)Refer to “2024 Grants of Plan-Based Awards Table” on page 97 for additional information.

  119. Anniversary Bonus Awards Granted in 2024

    Anniversary Bonus Awards Granted in 2024 Discretionary bonuses may be awarded for a milestone anniversary with the Company. In January 2024, Mr. Marcus received a cash bonus of $30,000 and a restricted stock grant of 3,000 shares for his 30-year anniversary of service to the Company. The restricted stock grant vested in full on the one-year anniversary of the grant date.

  120. Anniversary Bonus Awards Granted in 2024

    | 2025 Proxy Statement | 94 | |

  121. Summary Compensation Table

    Summary Compensation Table

  122. 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 .......................... | 2024 | 1,300,000 | 2,030,000(4)(5) | 9,413,563 | 2,925,000 | 1,874,992 | 183,721 | 17,727,276 | | Executive Chairman and Founder | 2023 | 1,255,000 | 2,000,000 | 8,089,293 | 2,823,750 | 1,028,016 | 289,271 | 15,485,330 | | | 2022 | 1,165,000 | 2,025,000 | 6,781,445 | 2,621,250 | — | 442,822 | 13,035,517 | | Peter M. Moglia ......................... | 2024 | 810,000 | — | 7,546,605 | 1,822,500 | 45,153 | 50,857 | 10,275,115 | | Chief Executive Officer and Chief Investment Officer | 2023 | 780,000 | 25,000 | 7,222,595 | 1,755,000 | 38,415 | 48,357 | 9,869,367 | | | 2022 | 725,000 | — | 6,670,533 | 1,631,250 | 117,248 | 145,357 | 9,289,388 | | Marc E. Binda ............................ | 2024 | 650,000 | 950,000 | 4,009,501 | — | 129,353 | 48,598 | 5,787,452 | | Chief Financial Officer and Treasurer | 2023 | 531,000 | 950,000 | 4,035,302 | — | 128,780 | 46,098 | 5,691,180 | | Daniel J. Ryan ........................... | 2024 | 790,000 | 1,750,000 | 6,469,088 | — | 74,675 | 46,000 | 9,129,763 | | Co-President and Regional Market Director – San Diego | 2023 | 750,000 | 1,750,000 | 6,808,546 | — | 30,431 | 43,500 | 9,382,477 | | | 2022 | 695,000 | 2,600,000 | 5,636,553 | — | 113,286 | 140,500 | 9,185,339 | | Hunter L. Kass .......................... | 2024 | 700,000 | 1,750,000 | 6,205,864 | — | 6,512 | 46,000 | 8,708,376 | | Co-President and Regional Market Director – Greater Boston | 2023 | 625,000 | 1,755,000 | 6,516,082 | — | 6,163 | 43,500 | 8,945,745 | | | 2022 | 565,000 | 2,600,000 | 5,411,585 | — | 76,388 | 115,500 | 8,768,473 | | Lawrence J. Diamond(6) ........... | 2024 | 595,000 | 575,000 | 2,186,861 | — | 23,680 | 51,528 | 3,432,069 | | Co-Chief Operating Officer and Regional Market Director – Maryland | | | | | | | | |

  123. 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, 2024. Certain amounts relate to restricted stock awards that were tied to the achievement of predetermined corporate performance goals. The stock award amounts include the following aggregate grant date fair values of performance-based awards, which are also the values of these performance-based awards at the grant date assuming that the highest level of performance conditions will be achieved at the end of the applicable performance period: (i) Mr. Marcus – 2024: $7,404,047; 2023: $6,714,279; and 2022: $5,009,659; (ii) Mr. Moglia – 2024: $5,056,359; 2023: $4,972,585; and 2022: $4,424,530; (iii) Mr. Binda – 2024: $769,242 and 2023: $435,200; (iv) Mr. Ryan – 2024: $1,649,307; 2023: $1,453,545; and 2022: $911,577; (v) Mr. Kass – 2024: $1,649,307; 2023: $1,453,545; and 2022: $911,577; and (vi) Mr. Diamond – 2024: $769,242.

  124. Summary Compensation Table

    | (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Joel S. Marcus | Peter M. Moglia | Marc E. Binda | Daniel J. Ryan | Hunter L. Kass | Lawrence J. Diamond | | Aggregate change in the actuarial present value of accumulated benefits under the Pension Plan ............................................................... | $— | $45,153 | $12,070 | $35,768 | $6,512 | $16,642 | | Above-market or preferential earnings under the DC Plan ........................ | 1,874,992 | — | 117,283 | 38,907 | — | 7,038 | | Aggregate amount reflected in the table above ........................................... | $1,874,992 | $45,153 | $129,353 | $74,675 | $6,512 | $23,680 | | Below-market losses under the DC Plan not shown above ....................... | $— | $— | $— | $— | $(4,590) | $— |

  125. Summary Compensation Table

    (3)Amounts include the Company’s contribution to (a) the Company’s profit-sharing and executive profit-sharing plans (which are a component of the 401(k) plan) and (b) life, medical, and disability insurance premiums:

  126. Summary Compensation Table

    | All Other Compensation ($) | Joel S. Marcus | Peter M. Moglia | Marc E. Binda | Daniel J. Ryan | Hunter L. Kass | Lawrence J. Diamond | | Pension Plan .................................................................... | $— | $— | $— | $— | $— | $— | | Profit-sharing plan ........................................................... | 46,000 | 46,000 | 46,000 | 46,000 | 46,000 | 46,000 | | Insurance premiums ....................................................... | 137,721 | 4,857 | 2,598 | — | — | 5,528 | | All other compensation ............................................... | $183,721 | $50,857 | $48,598 | $46,000 | $46,000 | $51,528 |

  127. Summary Compensation Table

    (4)Includes a $2,000,000 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. Refer to “Performance-Based Cash Incentive Bonus Awarded in 2023 and 2024 to Our Executive Chairman” for more information. (5)Includes a special bonus of $30,000 awarded by the Compensation Committee to Mr. Marcus in January 2024 to mark the 30-year anniversary of Mr. Marcus’s service. (6)Mr. Diamond was not an NEO in 2022 or 2023.

  128. Summary Compensation Table

    | 2025 Proxy Statement | 97 | |

  129. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  130. 2024 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 .................. | 1/2/2024(1) | N/A | N/A | N/A | 15,874 | 31,747 | 47,620 | N/A | 5,173,913 | | | 1/5/2024(2) | N/A | N/A | N/A | N/A | N/A | N/A | 3,000 | 379,530 | | | 1/10/2024(3) | N/A | N/A | N/A | N/A | N/A | N/A | 14,025 | 1,629,986 | | | 1/10/2024(4) | N/A | N/A | N/A | 7,013 | 14,026 | 21,039 | N/A | 2,230,134 | | | N/A(5) | 975,000 | 1,950,000 | 2,925,000 | N/A | N/A | N/A | N/A | N/A | | Peter M. Moglia ................ | 1/2/2024(1) | N/A | N/A | N/A | 5,060 | 10,120 | 15,180 | N/A | 1,649,307 | | | 1/10/2024(3) | N/A | N/A | N/A | N/A | N/A | N/A | 21,427 | 2,490,246 | | | 1/10/2024(4) | N/A | N/A | N/A | 10,714 | 21,428 | 32,142 | N/A | 3,407,052 | | | N/A(5) | 607,500 | 1,215,000 | 1,822,500 | N/A | N/A | N/A | N/A | N/A | | Marc E. Binda ................... | 1/2/2024(1) | N/A | N/A | N/A | 2,360 | 4,720 | 7,080 | N/A | 769,242 | | | 12/31/2024(6) | N/A | N/A | N/A | N/A | N/A | N/A | 36,905 | 3,240,259 | | Daniel J. Ryan .................. | 1/2/2024(1) | N/A | N/A | N/A | 5,060 | 10,120 | 15,180 | N/A | 1,649,307 | | | 12/31/2024(6) | N/A | N/A | N/A | N/A | N/A | N/A | 54,895 | 4,819,781 | | Hunter L. Kass .................. | 1/2/2024(1) | N/A | N/A | N/A | 5,060 | 10,120 | 15,180 | N/A | 1,649,307 | | | 12/31/2024(6) | N/A | N/A | N/A | N/A | N/A | N/A | 51,897 | 4,556,557 | | Lawrence J. Diamond ..... | 1/2/2024(1) | N/A | N/A | N/A | 2,360 | 4,720 | 7,080 | N/A | 769,242 | | | 12/31/2024(6) | N/A | N/A | N/A | N/A | N/A | N/A | 16,146 | 1,417,619 |

  131. 2024 Grants of Plan-Based Awards Table

    (1)Represents the 2024 Performance Plan Equity Award. The 2024 Performance Plan Equity Award is subject to a one-year post-vesting holding period requirement. Refer to “Long-Term Performance-Based Equity Awards Granted in 2024 to All NEOs” on page 89 for additional information. (2)Represents restricted stock grant awarded to mark the 30-year anniversary of Mr. Marcus’s service to the Company, which vested on January 5, 2025 . (3)Represents the 2024 Time-Based LTI Grant, which vests over a four-year period ending January 30, 2028, subject to continued service through the applicable vesting date. The 2024 Time-Based LTI Grant is subject to a one-year post-vesting holding period requirement. Refer to “Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer” on page 84 for additional information. (4)Represents the 2024 Performance-Based LTI Grant, with vesting subject to performance over the three-year period ending December 31, 2026. The 2024 Performance-Based LTI Grants are subject to a one-year post-vesting holding period requirement. Refer to “Long-Term Incentive Equity Awards Granted in 2024 to the Executive Chairman and the Chief Executive Officer” on page 84 for additional information. (5)Represents an annual cash incentive bonus tied to achievement of predetermined corporate and individual performance goals. Refer to “Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer” on page 63 for additional information. (6)Represents restricted stock grant related to performance in 2023 subject to time-based vesting over a period ending December 31, 2028. These grants feature forfeitable dividends, which are accrued but not paid until underlying shares vest (if any). 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, 2024 for information on dividends declared on Common Stock.

  132. 2024 Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 98 | |

  133. 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 $97.55 per share (the closing price of Common Stock on December 31, 2024):

  134. Outstanding Equity Awards at Fiscal Year End Table

    | | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Joel S. Marcus ......................... | 16,646 | 1,623,817 | 135,880 | 13,255,094 | | Peter M. Moglia ........................ | 21,188 | 2,066,889 | 101,627 | 9,913,714 | | Marc E. Binda .......................... | 73,593 | 7,178,997 | 11,110 | 1,083,781 | | Daniel J. Ryan .......................... | 112,970 | 11,020,224 | 28,640 | 2,793,832 | | Hunter L. Kass ......................... | 106,332 | 10,372,687 | 28,640 | 2,793,832 | | Lawrence J. Diamond ............. | 47,935 | 4,676,059 | 11,110 | 1,083,781 |

  135. Outstanding Equity Awards at Fiscal Year End Table

    (1)Represents time-based and performance-based restricted stock awards granted pursuant to the 1997 Incentive Plan that were unvested as of December 31, 2024, with scheduled vesting in the years shown below:

  136. 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 | Daniel J. Ryan | Hunter L. Kass | Lawrence J. Diamond | | 2025 | 62,183 | 40,773 | 29,426 | 53,387 | 50,675 | 22,603 | | 2026 | 65,797 | 44,543 | 29,139 | 49,345 | 47,542 | 22,317 | | 2027 | 24,546 | 37,499 | 16,911 | 25,154 | 23,780 | 10,088 | | 2028 | — | — | 9,227 | 13,724 | 12,975 | 4,037 | | Total shares that have not vested | 152,526 | 122,815 | 84,703 | 141,610 | 134,972 | 59,045 |

  137. Outstanding Equity Awards at Fiscal Year End Table

    (2)Represents unvested time-based stock awards as of December 31, 2024. (3)Represents unvested restricted stock awards as of December 31, 2024, related to long-term performance-based equity awards at the maximum number of shares eligible to vest.

  138. 2024 Option Exercises(1) and Stock Vested Table

    2024 Option Exercises(1) and Stock Vested Table The following table sets forth certain information regarding vesting of restricted stock awards during 2024 for the NEOs:

  139. 2024 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 ........................................................................................................................ | 37,848 | 4,543,299 | | Peter M. Moglia ...................................................................................................................... | 40,708 | 4,926,364 | | Marc E. Binda ......................................................................................................................... | 21,196 | 2,274,969 | | Daniel J. Ryan ........................................................................................................................ | 37,623 | 4,064,430 | | Hunter L. Kass ........................................................................................................................ | 31,748 | 3,414,857 | | Lawrence J. Diamond ............................................................................................................ | 19,563 | 2,107,325 |

  140. 2024 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, 2024. (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.

  141. 2024 Option Exercises(1) and Stock Vested Table

    | 2025 Proxy Statement | 100 | |

  142. 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. The Company terminated the Pension Plan effective December 31, 2024, and anticipates receiving governmental approvals of the Pension Plan termination in 2025, and distributing all Pension Plan benefits to participants thereafter in 2025, subject to participants’ completing timely distribution elections. For a more detailed description of the Pension Plan, refer to “Pension Plan” on page 94.

  143. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($)(1) | Payments During Last Fiscal Year ($) | | Joel S. Marcus ................................ | 31 | — | — | | Peter M. Moglia ............................... | 27 | 1,133,169 | — | | Marc E. Binda ................................. | 20 | 302,898 | — | | Daniel J. Ryan ................................. | 14 | 897,647 | — | | Hunter L. Kass ................................ | 7 | 163,441 | — | | Lawrence J. Diamond .................... | 26 | 417,664 | — |

  144. 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.

  145. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table discloses contributions, earnings, and balances under the nonqualified deferred compensation plan for each of the NEOs:

  146. 2024 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 .................... | 389,481 | — | 1,874,992 | — | 19,331,789 | | Peter M. Moglia .................. | — | — | — | — | — | | Marc E. Binda ..................... | 475,000 | — | 117,283 | — | 1,663,432 | | Daniel J. Ryan .................... | — | — | 38,907 | — | 4,145,411 | | Hunter L. Kass .................... | 209,856 | — | (4,590) | — | 237,023 | | Lawrence J. Diamond ........ | — | — | 7,038 | — | 50,882 |

  147. 2024 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 2024 on page 96. (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 96. 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 2023 and 2022 as follows:

  148. 2024 Nonqualified Deferred Compensation Table

    | | Executive Contributions by Year ($) | | | Name | 2023 | 2022 | | Joel S. Marcus .......................................................................................................................................... | 968,197 | 1,185,921 | | Peter M. Moglia ......................................................................................................................................... | — | — | | Marc E. Binda ........................................................................................................................................... | 247,500 | N/A(1) | | Daniel J. Ryan ........................................................................................................................................... | — | — | | Hunter L. Kass .......................................................................................................................................... | 31,135 | — | | Lawrence J. Diamond .............................................................................................................................. | N/A(2) | N/A(2) |

  149. 2024 Nonqualified Deferred Compensation Table

    (1)Mr. Binda was not an NEO in 2022. (2)Mr. Diamond was not an NEO in 2022 or 2023. 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.

  150. 2024 Nonqualified Deferred Compensation Table

    | 2025 Proxy Statement | 101 | |

  151. 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.

  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued) The Marcus Employment Agreement also provides that, upon a Change in Control (as defined in the agreement), (i) any and all equity or equity-based awards granted before January 1, 2015, the vesting of which depends only upon the passage of time, will vest, (ii) any and all equity or equity-based awards granted before January 1, 2015, the vesting of which depends upon the satisfaction of performance criteria, shall vest in an amount equal to (A) the amount of the award that would have been earned if the target level of performance had been achieved, multiplied by (B) a fraction, (x) the numerator of which is the number of days during the performance period on which Mr. Marcus was employed and (y) the denominator of which is the number of days in the performance period, and (iii) any and all options granted before January 1, 2015, will be exercisable for their full terms. The Marcus Employment Agreement provides that accelerated vesting upon a Change in Control will not apply to an award granted on or after January 1, 2015, which is substituted in the event of a Change in Control with an alternative award (i) in respect of stock which is actively traded on an established U.S. securities market, (ii) which vests on the applicable regularly scheduled vesting date or dates (without regard to performance) of the pre-Change in Control award, or an earlier vesting date or dates, subject only to continued service through such date or dates other than as provided in the Marcus Employment Agreement, (iii) which provides Mr. Marcus with rights, terms, and conditions substantially equivalent to or better than those of the pre-Change in Control award, and (iv) which is the economic equivalent of the pre-Change in Control award, all as further described in the Marcus Employment Agreement. Any such alternative awards will be subject following a Change in Control to the provision of the Marcus Employment Agreement generally applicable upon a termination of employment, i.e., double-trigger vesting upon a severance-qualifying termination. The Marcus Employment Agreement provides that if payments provided to Mr. Marcus under the Marcus Employment Agreement would constitute a “parachute payment” within the meaning of Section 280G of the Code, then Mr. Marcus is entitled to receive (i) an amount limited so that no portion thereof shall be subject to an excise tax under Section 4999 of the Code (the “Limited Amount”) or (ii) if the amount otherwise payable under the Marcus Employment Agreement reduced by the excise tax imposed by Section 4999 of the Code is greater than the Limited Amount, the amount otherwise payable under the Marcus Employment Agreement.

  153. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

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  154. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued) The table below reflects the amount of compensation and benefits payable to Mr. Marcus under the Marcus Employment Agreement and to each Other NEO under his respective Executive Employment Agreement, and in each case pursuant to the 1997 Incentive Plan in the event of each scenario listed in the table below. The amounts shown in the table below assume that the termination was effective as of December 31, 2024. The table does not include the pension benefits or nonqualified deferred compensation that would be paid to the NEO, which are set forth in the “Pension Benefits Table” and “2024 Nonqualified Deferred Compensation Table” on page 100. In addition, the table does not include the value of vested restricted stock as of December 31, 2024. Because the payments to be made to the NEO depend on several factors, the actual amounts to be paid out upon the NEO’s termination of employment can be determined only at the time of his separation from the Company.

  156. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    | Name of Executive Cause of Termination | Cash Severance Payment ($) | Pro Rata Bonus ($) | Restricted Stock Grants ($) | Acceleration of Equity Awards ($)(1) | Continued Participation in Medical & Dental Benefit Plans ($) | Accrued Vacation ($) | Total ($) | | Joel S. Marcus | | | | | | | | | Without Cause/for Good Reason ................... | 6,365,000 | 2,823,750 | 6,468,638 | 8,550,108 | 504,690 | 300,000 | 25,012,186 | | Death or Disability ............................................ | 6,365,000 | 2,823,750 | 6,468,638 | 8,082,895 | 504,690 | 300,000 | 24,544,973 | | For Cause/other than for Good Reason ....... | — | — | — | — | — | 300,000 | 300,000 | | Peter M. Moglia | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 5,130,000 | N/A | 10,288,837 | 9,963,803 | 47,671 | 140,192 | 25,570,503 | | Without Cause/for Good Reason (no CIC) ... | 2,565,000 | N/A | 10,288,837 | 9,814,993 | 47,671 | 140,192 | 22,856,693 | | Death or Disability ............................................ | 2,565,000 | N/A | 10,288,837 | 9,814,993 | 47,671 | 140,192 | 22,856,693 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 140,192 | 140,192 | | Marc E. Binda | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 2,400,000 | N/A | 5,777,017 | 7,466,841 | 45,562 | 112,500 | 15,801,920 | | Without Cause/for Good Reason (no CIC) ... | 1,600,000 | N/A | 5,777,017 | 7,422,287 | 45,562 | 112,500 | 14,957,366 | | Death or Disability ............................................ | 1,600,000 | N/A | 5,777,017 | 7,422,287 | 45,562 | 112,500 | 14,957,366 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 112,500 | 112,500 | | Daniel J. Ryan | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 6,780,000 | N/A | 10,029,853 | 11,797,255 | 42,814 | 136,731 | 28,786,653 | | Without Cause/for Good Reason (no CIC) ... | 2,540,000 | N/A | 10,029,853 | 11,648,446 | 42,814 | 136,731 | 24,397,844 | | Death or Disability ............................................ | 2,540,000 | N/A | 10,029,853 | 11,648,446 | 42,814 | 136,731 | 24,397,844 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 136,731 | 136,731 | | Hunter L. Kass | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 4,950,000 | N/A | 9,623,435 | 11,149,718 | 47,432 | 100,962 | 25,871,547 | | Without Cause/for Good Reason (no CIC) ... | 2,455,000 | N/A | 9,623,435 | 11,000,909 | 47,432 | 100,962 | 23,227,738 | | Death or Disability ............................................ | 2,455,000 | N/A | 9,623,435 | 11,000,909 | 47,432 | 100,962 | 23,227,738 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 100,962 | 100,962 | | Lawrence J. Diamond | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 1,717,500 | N/A | 4,714,214 | 5,050,391 | 39,428 | 93,472 | 11,615,005 | | Without Cause/for Good Reason (no CIC) ... | 1,145,000 | N/A | 4,714,214 | 4,919,349 | 39,428 | 93,472 | 10,911,463 | | Death or Disability ............................................ | 1,145,000 | N/A | 4,714,214 | 4,919,349 | 39,428 | 93,472 | 10,911,463 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 93,472 | 93,472 |

  157. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    (1)Amounts represent the value of unvested restricted stock awards based on the closing price of the Common Stock of $97.55 per share on December 31, 2024 that would vest on an accelerated basis upon the occurrence of certain events. Includes acceleration of vesting for performance-based awards assuming target performance was achieved on the assumed date of termination on December 31, 2024. As of December 31, 2024, none of the executives held stock options.

  158. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    | 2025 Proxy Statement | 106 | |

  159. 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, 2024. As of December 31, 2024, we had a total population of 552 employees, including full-time, part-time, and temporary employees. From this full population, we excluded our Executive Chairman and Chief Executive Officer and five employees located in China and Canada and arrived at a population consisting of 545 employees. •We then calculated the annual total compensation for each of the 545 employees as a sum of each employee’s respective 2024 base salary, discretionary bonus paid in 2024, and equity award granted in 2024 (at the grant date fair value). For permanent employees (full-time and part-time) hired after January 1, 2024, we annualized the aforementioned components. The median of the annual total compensation of the 545 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 2024, the annual total compensation of our median employee was $193,000, and the annual total compensation of Messrs. Marcus and Moglia was $17,727,276 and $10,275,115, respectively. Based on this information, the ratio of the annual total compensation of Messrs. Marcus and Moglia to that of our median employee was 92 to 1 and 53 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 96. 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.

  160. Chief Executive Officer Pay Ratio

    | 2025 Proxy Statement | 107 | |

  161. 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 47.

  162. 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) | | | | 2024 | $17,727,276 | $10,275,115 | — | $14,204,716 | $7,511,386 | — | $6,764,415 | $5,176,942 | $71.6 | $115.4 | $510,733,000 | $9.47 | | 2023 | $15,485,330 | $9,869,367 | — | $12,940,456 | $7,260,065 | — | $7,725,976 | $6,862,308 | $88.9 | $93.0 | $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 | $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 | $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 | $827,171,000 | $7.30 |

  163. 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 2024, our Non-PEO NEOs include Marc E. Binda, Daniel J. Ryan, Hunter L. Kass, and Lawrence J. Diamond. 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 2024 in the “Summary Compensation Table” on page 96, in accordance with the requirements of Item 402(v) of Regulation S-K. Refer to the “Pay Versus Performance” sections in the proxy statements for our 2023 and 2024 annual meetings of stockholders for the adjustments made to determine compensation actually paid for prior years.

  164. 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 | 2024 | $17,727,276 | $9,413,563 | $6,769,772 | $(3,025,521) | $409,413 | $849,719 | $887,620 | $— | $— | $14,204,716 | | PEO#2 | 2024 | $10,275,115 | $7,546,605 | $5,786,575 | $(2,437,015) | $625,464 | $181,310 | $671,695 | $— | $(45,153) | $7,511,386 | | PEO#3 | 2024 | — | — | — | — | — | — | — | — | — | — | | Non- PEO NEOs | 2024 | $6,764,415 | $4,717,829 | $4,302,702 | $(1,605,899) | $— | $(22,990) | $474,291 | $— | $(17,748) | $5,176,942 |

  165. 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” 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, 2024. 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 60. (6)Net income attributable to Alexandria as reported in the Company’s Annual Report on Form 10-K for the applicable fiscal year. (7)As required by Item 402(v) of Regulation S-K, we have determined that FFO 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.

  166. Pay Versus Performance

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  167. PAY VERSUS PERFORMANCE (continued)

    PAY VERSUS PERFORMANCE (continued)

  168. 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 Pursuant to Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the compensation actually paid and the various performance measures addressed in the tabular disclosure above. 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.

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

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  170. PAY VERSUS PERFORMANCE (continued)

    PAY VERSUS PERFORMANCE (continued)