are-20260331


2026 Proxy Statement	i

April 1, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Alexandria Real Estate Equities, Inc., a

Maryland corporation (the “Company,” “Alexandria,” “our,” “we,” and “us”), to be held on Wednesday, May 13, 2026, at

11:00 a.m. Pacific Time, at 26 North Euclid Avenue, Pasadena, CA 91101 (the “2026 Annual Meeting”).

At the 2026 Annual Meeting, you will be asked to consider and vote upon: the election of eight directors; a resolution

to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and the

ratification of the appointment by the Audit Committee of the Board of Directors of the Company (the “Board”) of Ernst &

Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2026. The

accompanying Proxy Statement and Notice of Annual Meeting of Stockholders (the “Proxy Statement”) describe these matters.

We urge you to read this information carefully.

The Board unanimously believes that the election of its nominees as directors; approval, on a non-binding, advisory

basis, of the compensation of the Company’s named executive officers; and ratification of the appointment of our independent

registered public accountants are in the best interests of the Company and accordingly recommends a vote FOR the election

of all the nominees as directors; FOR the approval, on a non-binding, advisory basis, of the compensation of the Company’s

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

public accountants.

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

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

performance indicators and more detailed information in the Proxy Statement.

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

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

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

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

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

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

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

REPRESENT YOU AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS AND VOTE YOUR SHARES ACCORDING TO

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

THE 2026 ANNUAL MEETING BUT WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND.

Sincerely,

Joel S. Marcus

Executive Chairman and Founder


2026 Proxy Statement	iii

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF

ALEXANDRIA REAL ESTATE EQUITIES, INC.


Date and Time:	Wednesday, May 13, 2026, at 11:00 a.m. Pacific Time

Place:	26 North Euclid Avenue, Pasadena, CA 91101

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

	2.To consider and vote upon, on a non-binding, advisory basis, a resolution to approve the compensation of the Company’s named executive officers, as described in the Proxy Statement for the 2026 Annual Meeting of Stockholders of the Company (the “2026 Annual Meeting”).

	3.To consider and vote upon the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.

	4.To transact such other business as may properly come before the 2026 Annual Meeting or any postponement or adjournment thereof.

Record Date:	The Board of Directors of the Company has set the close of business on March 16, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the 2026 Annual Meeting or any postponement or adjournment thereof.


	By Order of the Board

	Jackie B. Clem General Counsel and Secretary

Pasadena, California

April 1, 2026


2026 Proxy Statement	iv

TABLE OF CONTENTS


GENERAL INFORMATION	1
PROXY STATEMENT SUMMARY	3
2026 Annual Meeting of Stockholders ......................................................................................................................................................	3
Proposals and Board Recommendations ................................................................................................................................................	3
How to Cast Your Vote ................................................................................................................................................................................	3
Business Overview ......................................................................................................................................................................................	4
Our People: Dedication to Our Best-in-Class Team ...............................................................................................................................	5
Corporate Governance Highlights .............................................................................................................................................................	6
Board Nominees ..........................................................................................................................................................................................	8
Say-on-Pay Advisory Vote ..........................................................................................................................................................................	9
Executive Compensation Program Highlights .........................................................................................................................................	10
CORPORATE GOVERNANCE MATTERS	11
Corporate Governance ................................................................................................................................................................................	11
Policies and Procedures With Respect to Related-Person Transactions ...........................................................................................	12
Certain Relationships and Related Transactions ....................................................................................................................................	12
Stockholder Outreach and Engagement ..................................................................................................................................................	13
Business Integrity Policy .............................................................................................................................................................................	13
Insider Trading Policies and Procedures ..................................................................................................................................................	13
Board Composition and Nomination Process ..........................................................................................................................................	14
Director Independence ................................................................................................................................................................................	16
Information on the Board and Its Committees .........................................................................................................................................	16
PROPOSAL 1 — ELECTION OF DIRECTORS	20
DIRECTORS AND EXECUTIVE OFFICERS	21
Background of Directors .............................................................................................................................................................................	21
Background of Executive Officers .............................................................................................................................................................	28
2025 Director Compensation Table ...........................................................................................................................................................	35
PROPOSAL 2 — NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION	37
Compensation Committee Report on Executive Compensation ..........................................................................................................	38
COMPENSATION DISCUSSION AND ANALYSIS	39
Executive Summary .....................................................................................................................................................................................	61
Compensation Governance ........................................................................................................................................................................	63
Key Elements of the Executive Compensation Program .......................................................................................................................	66
2025 Compensation Decisions ..................................................................................................................................................................	67
Retirement and Benefit Programs .............................................................................................................................................................	98
Other Compensation Policies ....................................................................................................................................................................	99
COMPENSATION TABLES AND RELATED NARRATIVE	100
Summary Compensation Table ..................................................................................................................................................................	100
2025 Grants of Plan-Based Awards Table ...............................................................................................................................................	101
Outstanding Equity Awards at Fiscal Year End Table ............................................................................................................................	103
2025 Option Exercises and Stock Vested Table .....................................................................................................................................	103
Pension Benefits Table ................................................................................................................................................................................	104
2025 Nonqualified Deferred Compensation Table ..................................................................................................................................	105
Potential Payments Upon Termination or Change in Control ...............................................................................................................	107
Chief Executive Officer Pay Ratio .............................................................................................................................................................	111


2026 Proxy Statement	v

TABLE OF CONTENTS (continued)


Pay Versus Performance ............................................................................................................................................................................	112
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ................................................................................................................................................................................................	114
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	115
AUDIT COMMITTEE REPORT	117
PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	118
Fees Billed by Independent Registered Public Accountants ................................................................................................................	118
OTHER INFORMATION	119
Annual Report on Form 10-K and Financial Statements and Committee and Corporate Governance Materials of the Company ...................................................................................................................................................................................................	119
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Wednesday, May 13, 2026 ............................................................................................................................................................................................	119
Stockholder Proposals and Director Nominations for the Company’s 2027 Annual Meeting ..........................................................	119
Communicating With the Board .................................................................................................................................................................	120
Other Information .........................................................................................................................................................................................	120
Other Matters ................................................................................................................................................................................................	120
Definitions and Reconciliations ..................................................................................................................................................................	121


2026 Proxy Statement	1


	ALEXANDRIA REAL ESTATE EQUITIES, INC.
	PROXY STATEMENT for ANNUAL MEETING OF STOCKHOLDERS to be held on Wednesday, May 13, 2026

GENERAL INFORMATION

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

(the “Company,” “Alexandria,” “our,” “we,” and “us”), to solicit proxies, on the form of proxy enclosed, for exercise at the 2026

Annual Meeting of Stockholders (the “2026 Annual Meeting”) to be held on Wednesday, May 13, 2026, at 11:00 a.m. Pacific

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

Directors of the Company (the “Board”) knows of no matters to come before the 2026 Annual Meeting other than those

described in this Proxy Statement. This Proxy Statement and the enclosed form of proxy are first being mailed to stockholders

on or about April 1, 2026. At the 2026 Annual Meeting, stockholders will be asked to consider and vote upon:

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

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

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

and Michael A. Woronoff;

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

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

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

accountants for the fiscal year ending December 31, 2026; and

4.The transaction of such other business as may properly come before the 2026 Annual Meeting or any

postponement or adjournment thereof.

Solicitation

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

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

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

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

assist in the distribution and collection of proxy materials, for an estimated fee of approximately $49,000. The Company will

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

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

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

Internet Availability of Proxy Materials

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

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

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

Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and view

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

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

Availability of Proxy Materials.

Voting Procedures

Only holders of record of Common Stock as of the close of business on March 16, 2026, the record date for the 2026

Annual Meeting, will be entitled to notice of and to vote at the 2026 Annual Meeting. A total of 173,127,082 shares of Common

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

of shares of Common Stock is not permitted.

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

the 2026 Annual Meeting will be necessary to constitute a quorum to transact business at the meeting.

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

the existence of a quorum.

•At the 2026 Annual Meeting, a nominee will be elected as a director only if such nominee receives the affirmative vote

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

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


2026 Proxy Statement	2

GENERAL INFORMATION (continued)

•The affirmative vote of a majority of the votes cast will be required to (i) adopt, on a non-binding, advisory basis, a

resolution to approve the compensation of our NEOs, and (ii) ratify the appointment of Ernst & Young LLP as the

Company’s independent registered public accountants for the fiscal year ending December 31, 2026.

•Abstentions do not count as votes cast on (i) the election of directors, (ii) the adoption of the non-binding, advisory

stockholder vote on the compensation of our NEOs, or (iii) the ratification of the appointment of Ernst & Young LLP as

the Company’s independent registered public accountants for the fiscal year ending December 31, 2026, and will

have no effect on the outcome of those proposals.

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

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

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

(ii) the non-binding, advisory stockholder votes on the compensation of our NEOs, or (iii) the ratification of the

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

ending December 31, 2026.

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

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

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

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

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

for director named in this Proxy Statement; FOR the approval, on a non-binding, advisory basis, of the compensation of our

NEOs; and FOR the ratification of the appointment of Ernst & Young LLP as the independent registered public accountants of

the Company. If any other matters properly come before the 2026 Annual Meeting, the enclosed proxy confers discretionary

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

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

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

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

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

which the stockholder should have received with these materials.

Revocability of Proxies

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

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

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

Internet in accordance with the instructions on the enclosed form of proxy, or by voting in person at the 2026 Annual Meeting.

Attendance at the 2026 Annual Meeting without voting will not automatically revoke a previously authorized proxy.

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

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

No Dissenters’ or Appraisal Rights

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

for their consideration at the 2026 Annual Meeting.

Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

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

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

fiscal year ended December 31, 2025. We do not undertake any responsibility to update any of these factors or to announce

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


2026 Proxy Statement	3

PROXY STATEMENT SUMMARY

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

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

enclosed form of proxy are first being mailed to stockholders of the Company on or about April 1, 2026.

2026 Annual Meeting of Stockholders

Date and Time:Wednesday, May 13, 2026, at 11:00 a.m. Pacific Time

Place:26 North Euclid Avenue, Pasadena, CA 91101

Voting:Only holders of record of Common Stock as of the close of business on March 16, 2026, the record date,

are entitled to notice of and to vote at the 2026 Annual Meeting of Stockholders. Each share of Common

Stock entitles its holder to one vote.

Proposals and Board Recommendations


Proposal	Board Recommendation	For More Information
1.Election of directors .............................................................................	“FOR” all nominees	Page 20
2.Approval, on a non-binding, advisory basis, of the compensation of the Company’s NEOs ...........................................	“FOR”	Page 37
3.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026 ...........................................	“FOR”	Page 118

How to Cast Your Vote

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


Internet		Mail
until 11:59 p.m. Eastern Time on May 12, 2026		Sign, date, and mail your proxy card or voting instruction form in the envelope provided as soon as possible. It must be received no later than May 12, 2026.
Beneficial Owners and Registered Stockholders www.proxyvote.com

Phone		In Person
until 11:59 p.m. Eastern Time on May 12, 2026		Beneficial Owners Admission is based on proof of ownership, such as a recent brokerage statement; voting in person requires a valid “legal proxy” signed by the holder of record. Registered Stockholders Attend and vote your shares in person.
Beneficial Owners 800-454-8683
Registered Stockholders 800-690-6903

Important Notice Regarding Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders: The Notice of

2026 Annual Meeting of Stockholders, the Proxy Statement, and the Company’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2025 are available free of charge at https://investor.are.com/financial-information/proxy.


2026 Proxy Statement	4

PROXY STATEMENT SUMMARY (continued)

Business Overview

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

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

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

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

foster the holistic ecosystems needed to catalyze innovation to improve human health.

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

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

everything we do. It has shaped our pioneering, impactful, and enduring business model. Our mission guides our efforts to

accelerate the translation of scientific discoveries into new treatments and cures for the more than 10,000 known diseases,

over 90% of which currently lack approved treatments.

As of December 31, 2025, Alexandria had a total market capitalization of $20.75 billion and an asset base in North

America that included 35.9 million rentable square feet (“RSF”) of operating properties and 3.5 million RSF of Class A/A+

properties under construction. Since inception, Alexandria has remained at the vanguard of the life science industry’s

extraordinary innovation and its efforts to extend and save lives—a mission whose growth potential remains immense.

Alexandria has built a stellar reputation for delivering world-class Labspace® facilities to transformative life science

companies, and has cultivated trusted, strategic relationships with a sector-leading, high-quality, and well-diversified client

base. Today, Alexandria remains the preeminent and longest-tenured owner, operator, and developer of collaborative

Megacampus™ ecosystems in the leading life science innovation cluster locations, including Greater Boston, the San

Francisco Bay Area, San Diego, Seattle, Maryland, Research Triangle, and New York City.

Our primary business objectives are maximizing long-term asset value, long-term stockholder returns, and delivering

mission-critical infrastructure and service to our tenants. Since the Company’s inception, we have focused on developing and

implementing our unique and successful business model that generates long-term value and growth in net operating income

while making a positive and lasting impact on society. Guided by our culture of idea meritocracy, integrity, mutual respect,

transparency, and teamwork, our best‑in‑class team takes great pride in our noble contributions to combat some of the nation’s

most urgent challenges, including mental health epidemic, supporting our military, and driving educational opportunities.

In 2026, we were honored to be recognized by Newsweek as one of America’s Most Charitable Companies and one

of the Most Trusted Companies in America. These consequential designations reinforce our steadfast commitment as a

mission-driven company to create and grow clusters that advance human health, and attest to the strength of our one-of-a-kind

brand and differentiated business model that have earned us the trust of the world’s leading life science companies.

In 2025, Alexandria received the Charles A. Sanders, MD, Partnership Award from the Foundation for the National

Institutes of Health (FNIH). This historic recognition reflects our significant contributions to the FNIH’s work in accelerating

biomedical innovation and epitomizes our leadership in catalyzing a mission‑critical public‑private partnership with the FNIH to

build a precision medicine framework for depression. In collaboration with the National Institute of Mental Health, the U.S.

Food and Drug Administration, and the U.S. Department of Veterans Affairs, leading research institutions, cutting‑edge life

science entities, and patient advocacy groups, this first-of-its-kind initiative aims to enable individualized treatment of major

depressive disorder.

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

development strategy. Utilizing Harvard Business Professor Michael E. Porter’s cluster theory, we were the first to identify the

four critical components to create a successful life science cluster: location, innovation, talent, and capital. Alexandria’s highly

experienced management team works collaboratively to develop, implement, monitor, and refine our Megacampus strategy

and measure our progress toward achieving our goals. We intentionally evolved our original focus from single assets to cluster

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

our tenants with dynamic and collaborative environments that enhance their ability to successfully recruit and retain world-

class talent and inspire efficiency, creativity, and scientific success.

Alexandria has continued to maintain an exceptional credit profile. As of December 31, 2025, our credit ratings from

S&P Global Ratings and Moody’s Ratings were BBB+ and Baa1, respectively, and continued to rank in the top 15% among all

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


2026 Proxy Statement	5

PROXY STATEMENT SUMMARY (continued)

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

As of December 31, 2025, we had 514 employees. We place a significant focus on building loyalty and trusted

relationships across our workforce. We maintain a Business Integrity Policy that applies to all employees, and its receipt and

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

monitors employee satisfaction, actively seeks feedback, and strives to enhance our benefit offerings to meet the needs of our

employees. We conduct annual performance reviews and hold regular meetings through our talent management team to

gather insights and drive continuous improvements to the overall employee experience.

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

that our future growth relies on their continued success. We make substantial efforts to hire, develop, and retain talented

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

executive and senior management teams, represented by 59 individuals at the senior vice president level and above, have an

average of 24 years of real estate experience, including 13 years with Alexandria. Moreover, our executive management team

alone averages 15 years of experience with the Company. Alexandria’s executive and senior management teams have unique

experience and expertise in creating, owning, and operating highly dynamic and collaborative Megacampus ecosystems in key

life science cluster locations. These teams include regional market directors with leading reputations and long-standing

relationships within the life science community in their respective markets. We believe that our expertise, experience,

reputation, and key relationships in the real estate and life science industries provide Alexandria with significant competitive

advantages in attracting new business opportunities.

Our ability to retain talent further supports our business continuity and leadership stability. From 2021 to 2025, our

voluntary and total turnover rates averaged 4.6% and 9.3%, respectively, which are below the REIT industry averages of

12.0% and 17.0%, respectively, as reported in the 2025 Nareit Compensation & Benefits Survey (data for 2024).

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

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

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

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

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

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

Investing in professional development and training

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

including development programs that leverage one-on-one support, social learning, instructor-led trainings, on-demand

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

leadership development, project management, business writing, change management, interviewing, presentations,

productivity, goal setting, delegation, communication, and feedback. Our mentoring program enables employees to partner

with senior leaders throughout the organization for support and career guidance.


2026 Proxy Statement	6

PROXY STATEMENT SUMMARY (continued)

Corporate Governance Highlights

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

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

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

of our Company.

Many of our corporate governance practices reflect valuable feedback from and collaboration with our stockholders

and other stakeholders, whose external perspectives help inform our decisions and strategy. We continue to strengthen our

governance framework, as demonstrated by the following recent actions:

Board Action to Opt Out of Maryland Statutory Provision

Following the stockholder approval of a “Simple Majority Vote” proposal at our 2025 annual meeting of stockholders

(the “2025 Annual Meeting”), on March 30, 2026, our Board approved a resolution electing to opt out (the “opt out”) of Section

3‑804(a) of the Maryland General Corporation Law (“MGCL”), the statutory provision that requires the affirmative vote of at

least two‑thirds of all of votes entitled to be cast by stockholders to remove directors. The Company filed Articles

Supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”) on March 31, 2026, thereby

giving legal effect to this governance change.

As a result of the opt‑out, the Company is no longer subject to the two‑thirds director‑removal voting requirement

under MGCL §3‑804(a). Director removal is now governed by our charter, which provides for the removal of directors by the

affirmative vote of a majority of all votes entitled to be cast on the matter. Our charter and Bylaws now contain no

supermajority voting requirements with respect to any matter.

Stockholder Access to Amend Bylaws

The opt‑out described above builds on a recent governance enhancement adopted by our Board following

stockholder engagement regarding stockholder rights to unilaterally amend the Bylaws. In response to stockholders feedback,

the Board amended and restated our Bylaws in December 2024 to permit stockholders to adopt, alter, amend, or repeal any

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

Board of Directors and Leadership Oversight of Risk Management and Corporate Responsibility Matters

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

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

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

committees.

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

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

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

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

approach to climate-related risk.

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

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


2026 Proxy Statement	7

PROXY STATEMENT SUMMARY (continued)


Stockholder Rights and Accountability			Board Refreshment
•Stockholders right to amend our Bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter •Director removal by the affirmative vote of a majority of all votes entitled to be cast on the matter •Annual election of all directors •Majority voting in uncontested elections of directors •Proxy access right for stockholders (market standard 3% ownership threshold, held continuously for 3 years; aggregation of up to 20 stockholders permitted) •Robust stockholder engagement process •No stockholder rights plan •One class of Common Stock, with each share entitled to one vote since the inception of our Company			•Comprehensive, ongoing board succession planning process •Regular refreshment of the Board, with two new independent directors appointed since 2023 •Annual self-evaluations by the Board and its committees •New director orientation and continuing director education on key topics and issues








Independent Oversight			Policies and Practices
•Seven of our eight director nominees are independent •Lead independent director has clearly delineated duties •All Audit, Compensation, and Nominating & Governance Committee members are independent •Active board oversight of corporate strategy and risk management •Robust stock ownership requirements and holding periods for directors and executive officers			•Hedging prohibited •Robust clawback policy •99% attendance of directors at board and committee meetings in 2025 •Business Integrity Policy applicable to directors and all employees, with annual compliance certification •No director should serve on more than four other public company boards


2026 Proxy Statement	8

PROXY STATEMENT SUMMARY (continued)

Board Nominees

Our first priority in the director nomination process is ensuring that the Board as a whole has expertise in areas

aligned with our unique business activities, namely owning and operating essential real estate for the broad and diverse life

science industry. We believe that each of our director nominees brings a focused set of skills in one or more areas aligned with

our overall business strategy, resulting in a Board that, as a whole, is well positioned to guide the Company toward continued

future success. Ultimately, the Board’s combined expertise, together with its close work with management to craft and

implement our corporate strategy, has driven Alexandria’s success.

The following tables and charts provide key information about our director nominees, including their biographical

information, qualifications and principal occupations, as well as the experience, skills, and attributes that the Board considered

important in nominating each individual to the Board:


Name	Age	Director Since	Independence Status(1)	Occupation	Committee Memberships
Name	Age	Director Since	Independence Status(1)	Occupation	AC	CC	NG	LS
Joel S. Marcus	78	1994	No (Employed by the Company)	Executive Chairman and Founder of the Company	—	—	—	M
Steven R. Hash(2)	61	2013	Yes	Prior President and Chief Operating Officer, and Co- Founder of Renaissance Macro Research, LLC	M,F	C	—	—
Claire Aldridge, PhD	56	2025	Yes	Prior Chief Strategy Officer of Form Bio	—	—	—	M
James P. Cain	68	2015	Yes	Managing Partner of Cain Global Partners, LLC	—	M	C	M
Maria C. Freire, PhD	71	2012	Yes	Prior President and Executive Director of Foundation for the National Institutes of Health (“FNIH”); Founder and Principal of The Freire Group	—	—	M	C
Richard H. Klein	70	2003	Yes	Chief Financial Officer of Industrial Realty Group, LLC	C,F	M	—	—
Sheila K. McGrath	61	2023	Yes	Prior Senior Managing Director of Evercore ISI	M,F	—	—	M
Michael A. Woronoff	65	2017	Yes	Retired Partner of Kirkland & Ellis LLP	M,F	—	M	M

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

(2)Lead Director of the Board.


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

Board Composition


7 of 8 directors are independent	2 directors have served for 3 years or less

Experience/

Qualifications

Joel S.

Marcus

Steven R.

Hash

Claire

Aldridge

James P.

Cain

Maria C.

Freire

Richard H.

Klein

Sheila K.

McGrath

Michael A.

Woronoff

Total

Business Leadership

✓

Corporate Governance

✓

Strategic Planning

✓

REIT/Real Estate

✓

Life Science

✓

Financial/Investment

✓

Risk Oversight/Management

✓

Artificial Intelligence Expertise

✓

Cybersecurity Oversight

✓


2026 Proxy Statement	9

PROXY STATEMENT SUMMARY (continued)

Say-on-Pay Advisory Vote

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

Company’s NEOs described in this Proxy Statement for the reasons explained starting on page 39. After receiving the support

of 73% of the votes cast for our 2025 say-on-pay proposal regarding 2024 NEO compensation, we continued our outreach

efforts and proactively contacted stockholders representing approximately 65% of our Common Stock. These meetings were

led by Steven R. Hash, our Lead Director and Chair of the Compensation Committee, with participation from Director Sheila K.

McGrath and certain members of our management team.

The Compensation Committee carefully considered the perspectives shared through this engagement. The Company

has incorporated this feedback into its disclosures and compensation program considerations, as appropriate.

The following table summarizes the key areas of stockholder feedback and the actions taken or disclosures enhanced

in response. Refer to the “Pay-for-Performance Philosophy” on page 55 within the Compensation Discussion and Analysis

("CD&A") section for expanded disclosures included to address stockholder feedback.


What We Heard	How We Responded
Emphasis on maintaining strong pay‑for‑performance alignment and demonstrating that alignment through clear disclosures, including equity award payout ratios	Disclosure was enhanced to include expanded tables and graphics linking long‑term performance metrics to actual payouts, forfeitures, and realized outcomes, illustrating alignment between executive compensation and stockholder experience.
Interest in the appropriate balance between performance‑based and time‑based equity and a preference for a stronger performance weighting and rigorous quantitative performance targets	•The Company’s performance‑based emphasis was reinforced: in 2025, approximately 64% of the equity awards granted to our Executive Chairman and our Chief Executive Officer, in the aggregate, were subject to performance-based vesting conditions, compared to approximately 60% for S&P 500 companies1. •For 2026, the Executive Chairman voluntarily elected to receive a 100% performance‑based equity award, with no change to the target value.
Interest in understanding how compensation supports long‑term stockholder value, including stock‑ownership requirements and long‑duration vesting and holding periods	•The CD&A highlights that a substantial majority (≥87%) of NEO compensation is at‑risk and tied to multi‑year financial, operational, or stock‑price outcomes. •The Company’s 4.7‑year combined vesting and holding period— among the longest in the S&P 500 REIT sector1—was also highlighted in our disclosures, along with expanded disclosure of payout ratios and forfeiture outcomes.
Question regarding year-over-year changes in total compensation for Executive Chairman and Chief Executive Officer	For 2025, total compensation was reduced by $6.2 million (35%) for the Executive Chairman and $1.4 million (14%) for the Chief Executive Officer.
Questions regarding the composition of the compensation peer group and the inclusion of certain companies	A comprehensive peer‑group review was completed, resulting in meaningful updates to the 2025 Compensation Peer Group, including the removal of companies specifically referenced in stockholder feedback.
Questions whether special awards would be used to offset prior compensation reductions or equity forfeitures	The Compensation Committee did not grant, and does not anticipate granting, any special awards intended to offset prior compensation reductions or forfeitures.
Focus on continued clarity, transparency, and reinforcement of long‑term alignment, rather than a fundamental redesign of the compensation program	The core program design was maintained, and transparency was further enhanced through expanded disclosure regarding vesting mechanics, forfeiture details, payout outcomes, long‑duration horizons, and peer benchmarking.

(1) For additional information, refer to the “Pay-for-Performance Philosophy” discussion beginning on page 55.


2026 Proxy Statement	11

CORPORATE GOVERNANCE MATTERS

Corporate Governance

Corporate Governance Guidelines

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

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

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

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

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

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

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

governance/disclosure.

Stock Ownership Guidelines

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

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

serve to reinforce the importance of stock ownership and the long-term focus of our senior leadership.

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

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

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


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

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

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

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

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

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

toward meeting the ownership requirement under our stock ownership guidelines.

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

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

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

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

owned at the time the stock ownership requirements were met.

Anti-Hedging and Anti-Pledging Policies

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

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

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

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

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

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

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

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

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

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

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


2026 Proxy Statement	12

CORPORATE GOVERNANCE MATTERS (continued)

Policies and Procedures With Respect to Related-Person Transactions

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

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

(“SEC”).

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

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

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

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

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

related-person transaction.

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

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

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

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

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

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

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

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

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

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

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

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

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

each other, and the aggregate value of the transaction.

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

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

Certain Relationships and Related Transactions

From the beginning of fiscal year 2025 to the date of this Proxy Statement, there were no relationships or transactions

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

Agreement With Affiliate of Norges Bank

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

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

During 2025, the affiliate of Norges Bank received its commensurate share of the profit of the joint venture aggregating

$15.3 million. Norges Bank had a 9.5% beneficial ownership interest in the Common Stock of the Company as of

December 31, 2025. Refer to the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy

Statement for additional information.


2026 Proxy Statement	13

CORPORATE GOVERNANCE MATTERS (continued)

Stockholder Outreach and Engagement

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

stockholders throughout the year. These engagements help us better understand our stockholders’ evolving priorities and

perspectives, address questions and concerns, and inform our approach to business and governance practices. Our Lead

Director, other directors, and members of our management team participate in these discussions and regularly update the

Nominating & Governance Committee and the full Board on stockholder feedback. The Board takes this feedback seriously

and considers it within the broader context of our business and corporate governance framework.

Many of our corporate governance practices reflect valuable feedback from our stockholders, including the adoption

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

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

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

tax gross-up payments in executive employment agreements. The subsections below highlight additional actions we have

taken within the past two years in response to stockholder feedback.

Refer to “Compensation Discussion and Analysis—Significant and Proactive Stockholder Engagement” for

information regarding our stockholder engagement efforts in connection with, and following, our 2025 Annual Meeting with

respect to our executive compensation program.

Board Action to Opt Out of Maryland Statutory Provision

Following the stockholder approval of a “Simple Majority Vote” proposal at our 2025 Annual Meeting, on March 30,

2026, our Board approved a resolution electing to opt out of Section 3‑804(a) of the MGCL, the statutory provision that

requires the affirmative vote of at least two‑thirds of all of votes entitled to be cast by stockholders to remove directors. The

Company filed Articles Supplementary with the SDAT on March 31, 2026, thereby giving legal effect to this governance

change.

As a result of the opt‑out, the Company is no longer subject to the two‑thirds director‑removal voting requirement

under MGCL §3‑804(a). Director removal is now governed by our charter, which provides for the removal of directors by the

affirmative vote of a majority of all votes entitled to be cast on the matter. Our charter and Bylaws now contain no

supermajority voting requirements with respect to any matter.

Stockholder Access to Amend Bylaws

The opt‑out described above builds on a recent governance enhancement adopted by our Board following

stockholder engagement regarding stockholder rights to unilaterally amend the Bylaws. In response to stockholders feedback,

the Board amended and restated our Bylaws in December 2024 to permit stockholders to adopt, alter, amend, or repeal any

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

These changes meaningfully expand stockholder rights, align the Company with prevailing best‑practice standards,

and reinforce the Board’s ongoing commitment to accountability and transparent corporate governance.



	We proactively reached out to			We held more than
	stockholders holding in aggregate approximately 65% of our Common Stock			200 meetings with investors and analysts
				covering a wide variety of topics, including business trends and strategy, key growth drivers, corporate governance matters, and our executive compensation program

Business Integrity Policy

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

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

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

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

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

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

listing standards of the NYSE.


2026 Proxy Statement	14

CORPORATE GOVERNANCE MATTERS (continued)

Insider Trading Policies and Procedures

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

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

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

Company.

Board Composition and Nomination Process

Board Composition, Refreshment, and Tenure

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Director Qualifications

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

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

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

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

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

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

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

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

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

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

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

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

In March 2025, we announced that Claire Aldridge, PhD joined the Board. Dr. Aldridge brings significant experience in

applying advanced computational and AI-enabled technologies to biotechnology and therapeutic development. In her prior

roles at Colossal Biosciences and Form Bio, she guided the development of large-scale genomic and data-analysis platforms

designed to support AI-driven research workflows.

Dr. Aldridge’s background adds valuable perspective to the Board as Alexandria’s tenant base increasingly relies on

AI-enabled research, development, and manufacturing infrastructure. Her experience evaluating the benefits and constraints of

innovative scientific and AI‑driven infrastructure, translating complex computational capabilities for diverse stakeholders, and

understanding evolving regulatory considerations will assist the Board in assessing opportunities and risks associated with

emerging technologies across the life science industry. She will also strengthen Board oversight of Alexandria’s internal

generative AI initiatives, through which the Company is evaluating and implementing AI-enabled solutions that enhance

productivity, operational efficiency, and enterprise performance across key business functions. Her background further

supports the Company’s efforts to responsibly implement AI and to shape a technology strategy that advances long‑term

objectives and responds to the evolving needs of Alexandria and its tenant base.


2026 Proxy Statement	15

CORPORATE GOVERNANCE MATTERS (continued)

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

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

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

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

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

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

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

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

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

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

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

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

director candidates for consideration by the Nominating & Governance Committee.

Stockholder-Nominated Director Candidates

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

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

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

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

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

preceding year’s annual meeting.

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

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

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

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

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

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

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

“Stockholder Proposals and Director Nominations for the Company’s 2027 Annual Meeting” of this Proxy Statement.


2026 Proxy Statement	16

CORPORATE GOVERNANCE MATTERS (continued)

Director Independence

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

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

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

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

Company and each of the directors nominated for election at the 2026 Annual Meeting based on information provided by the

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

other information as the Board considered relevant.

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

as a director and Chair-elect of the board of directors of another public company, Biogen Inc. (“Biogen”), a global

biopharmaceutical company having a reported common equity market capitalization of approximately $25.8 billion as of

December 31, 2025. Biogen leases approximately 300,000 RSF of facility space from the Company in the Greater Boston

region, generating approximately $13.3 million in annual rental revenue to the Company as of December 31, 2025. Dr. Freire

was not involved in the negotiation of the lease, which was entered into between Biogen and the Company before Dr. Freire

joined the Biogen board of directors. Aside from her general oversight duties as a Biogen director, Dr. Freire has no role in

lease negotiation or facilities management for Biogen. The annual lease payments under the lease represent less than 0.13%

of Biogen’s annual revenues reported for fiscal year ended December 31, 2025. For these reasons, the Board concluded that

Dr. Freire’s interest in the lease is not a material relationship or interest that affects her independence as a director of the

Company.

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

position as a partner of Kirkland & Ellis LLP (“K&E”), an international law firm with over 3,800 lawyers, including over 1600

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

base rent of approximately $2.6 million as of December 31, 2025. Neither Mr. Woronoff nor the Company was involved in the

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

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

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

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

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

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

Company.

Annual Elections of Directors by Majority Vote

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

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

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

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

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

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

and at which a quorum is present.

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

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

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

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

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

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

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

Information on the Board and Its Committees

Meetings and Attendance

The Board held six meetings and took action on 14 other occasions by unanimous written consent in 2025. Each of

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

service in 2025 and (ii) each committee for which such director served as a member in 2025. Mr. Marcus, as Executive

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

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

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

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

directors serving on the Board at the time of the annual meeting of stockholders held on May 13, 2025 were in attendance.


2026 Proxy Statement	17

CORPORATE GOVERNANCE MATTERS (continued)

Overboarding Policy

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

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

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

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

compliant with our overboarding policy.

Board Leadership Structure

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

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

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

initiatives; and responsibility for strategic corporate and regional growth.

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

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

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

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

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

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

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

and success of the Company.

Lead Director and Presiding Director for Executive Sessions

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

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

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

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

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

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

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

sufficient time for discussion of all agenda items;

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

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

request; and

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

The Board’s Role in Corporate Strategy

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

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

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

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

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

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

support of this ongoing education, directors also receive periodic briefings on emerging regulatory, technological, and industry

developments, as well as updates on data privacy, and other evolving risk considerations, that may influence the Company’s

strategic planning and long‑term results. Updates on cybersecurity risk matters are provided to the Audit Committee,

consistent with its oversight responsibilities.

The Board’s Role in Risk Oversight

The Board oversees the management of the Company’s risks, focusing on the Company’s overall risk management

strategy, degree of tolerance for risk, and the steps taken by management to mitigate the Company’s risks on a day-to-day

basis. To support this responsibility, the Board receives frequent briefings from senior management regarding emerging risks,

mitigation strategies, cross‑functional risk assessment results, and updates to the Company’s enterprise risk management

framework and key risk management initiatives, including oversight of the Company’s allocation of capital and real estate

development‑related risks.

The Board reviews information regarding the Company’s credit, liquidity, and operations, including the risks

associated with each, as well as cybersecurity and climate‑related risks. To enhance its oversight effectiveness, all directors


2026 Proxy Statement	18

CORPORATE GOVERNANCE MATTERS (continued)

and executive leaders periodically participate in a comprehensive risk‑management training program, led by external experts

and internal subject‑matter leaders, covering legal, regulatory, technological, and operational developments relevant to the

business. Throughout the year, the Company supplements this with topic‑specific sessions to ensure the Board remains

current on evolving risks, including technology‑driven and regulatory developments affecting the life science and real estate

sectors.

The Board’s oversight also includes visibility into management’s cybersecurity risk-management practices, including

the development and enhancement of internal controls and company-wide security measures designed to prevent, detect, and

mitigate cyber incidents, and well-defined processes for escalating such events to senior management. The Board also

receives updates on efforts to strengthen network and property-level systems.

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

climate-related risks, and conducts regular discussions with management regarding significant financial and operational risk

exposures, receiving regular updates on cybersecurity threat trends, preparedness, and response protocols.

The Nominating & Governance Committee oversees risks associated with the structure and composition of the Board,

potential conflicts of interest, and the Company’s overall corporate governance structures and procedures. The Compensation

Committee oversees the management of risks relating to the Company’s personnel, including executive compensation plans

and arrangements, as well as matters related to talent management. While each committee is responsible for evaluating

certain risks and overseeing the management of such risks, the entire Board is informed about such risks , and reviews and

approves significant updates to the Company’s risk management policies and practices as part of its overall oversight of

long‑term strategy and material business risks.

Audit Committee

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

eight meetings during 2025. Each member has been determined by the Board to be an independent director in accordance

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

appointment, compensation, and oversight of the work of the independent registered public accountants that audit the

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

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

end operating results with management and the independent registered public accountants, considers the adequacy of the

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

independent registered public accountants, including both audit and non-audit services. The limitations inherent in the

oversight role of a committee of the Board, however, do not provide the Audit Committee with a basis independent of

management and the Company’s independent registered public accountants to determine that accounting and financial

reporting principles and policies have been appropriately applied by management or that the Company’s internal control

procedures designed to ensure compliance with accounting standards and applicable laws and regulations have been

appropriately implemented. The Audit Committee also reviews and recommends to the Board any changes that may be

required to the Company’s Business Integrity Policy (described further under “Business Integrity Policy” on page 13). The

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

Nominating & Governance Committee

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

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

2025, the Nominating & Governance Committee held five meetings and took action on one occasion by unanimous written

consent. The Nominating & Governance Committee is responsible for, among other things, making recommendations to the

Board with respect to corporate governance policies, reviewing and recommending changes to our Corporate Governance

Guidelines, and deciding whether to approve related-person transactions. As we describe in more detail under “Board

Composition and Nomination Process” above, the Nominating & Governance Committee recommends candidates to the Board

for nomination for election as directors of the Company. The Nominating & Governance Committee also recommends

candidates for appointment as members of the committees of the Board. The charter of the Nominating & Governance

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

Compensation Committee

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

determined by the Board to be an independent director in accordance with the applicable NYSE listing standards. In 2025, the

Compensation Committee held six meetings and took action on 10 occasions by unanimous written consent. The

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

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

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

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


2026 Proxy Statement	19

CORPORATE GOVERNANCE MATTERS (continued)

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee in 2025 had any relationship or transaction required to be disclosed

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

Life Science Committee

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

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

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

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

required to consist entirely or primarily of independent directors. The Board determined to include Mr. Marcus due to his long,

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

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

meeting in 2025.

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

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

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

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

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

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

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

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

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

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

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

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

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


2026 Proxy Statement	20

PROPOSAL 1 — ELECTION OF DIRECTORS

Stockholders will be asked at the 2026 Annual Meeting to consider and vote upon the election of eight directors who

will constitute the full Board. Each elected director will hold office until the next annual meeting of stockholders and until each

director’s successor is duly elected and qualifies or until his or her earlier resignation or removal. If, for any reason, any

nominee becomes unavailable to serve — an event the Board does not anticipate — proxies will be voted for the election of

the person, if any, designated by the Board to replace the unavailable nominee.

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

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

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

table and biographical information that follow.

Required Vote and Board’s Recommendation

Pursuant to our Bylaws, each director nominee will be elected at the 2026 Annual Meeting if he or she receives the

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

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

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

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

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

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

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

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

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

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


2026 Proxy Statement	22

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 a 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 and the leading REIT focused on the life science industry, with a total market capitalization of $20.75 billion and an operating asset base in North America of 35.9 million RSF as of December 31, 2025. 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. The company has been named by Newsweek as one of America’s Most Charitable Companies in 2026, one of the Most Trustworthy Companies in America for four consecutive years from 2023 to 2026, and one the World’s Most Trustworthy Companies in 2024 and 2025, reinforcing Alexandria’s standing as the most trusted brand in life science real estate. In addition, Mr. Marcus received the inaugural Bisnow Life Sciences Icon & Influencer Award in September 2024. This prestigious award highlights Mr. Marcus 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 has led the Company’s efforts to build the largest and most creditworthy tenant base in the life science real estate industry by cultivating a highly diversified roster of leading, investment- grade and publicly-traded large-cap organizations. These tenants recognize the advantages of Alexandria’s specialized, mission-critical infrastructure in supporting their advanced scientific research. Alexandria’s sector-leading tenant roster includes many of the world’s most sophisticated and well- capitalized biopharmaceutical and life science innovators, including Eli Lilly, Novartis, Bristol Myers Squibb, Sanofi, AstraZeneca, and Merck, each of whom entrusts Alexandria with the long-term occupancy of their most essential R&D facilities. In 2025, under Mr. Marcus’s leadership, the Company secured long-term leases with a weighted-average lease term of approximately 12 years, including the largest life science lease in Company history: a 16-year build-to-suit lease expansion aggregating 466,598 RSF for Novartis, a long-standing multinational pharmaceutical tenant, at the Campus Point by Alexandria Megacampus in our University Town Center submarket. Taken together, Alexandria’s premier tenant composition and long-duration leasing activity continue to translate directly into durable, high‑quality cash flows. As of December 31, 2025, investment-grade or publicly-traded large-cap tenants accounted for 84% of annual rental revenue from Alexandria’s top 20 tenants and 53% of total annual rental revenue. The Company has maintained strong rent collections, even through periods of macroeconomic volatility, demonstrating the stability and resilience of these relationships. The strength of Alexandria’s tenants is further reflected in their scientific achievements: nearly half of all FDA approved therapies over the past decade were developed by companies located within Alexandria’s campuses, underscoring not only the financial strength of Alexandria’s tenants but also their profound impact on global biomedical innovation. Collectively, these accomplishments highlight how Mr. Marcus’s vision and disciplined execution have positioned Alexandria as the landlord of choice for the most influential and mission-driven innovators in life sciences. His leadership has built not only the largest, but also the most creditworthy and mission-critical tenant base in the life science real estate industry, reinforcing Alexandria’s standing as the premier life science real-estate platform and the anchor infrastructure provider to the world’s leading R&D institutions. During Mr. Marcus’s more than three decades leading Alexandria, he has built a best-in-class company with a differentiated business model and a unique mission ― to create and grow life science ecosystems and clusters to advance human health ― that continue to distinguish Alexandria from all other REITs. Guided by Alexandria’s important mission, Mr. Marcus established four strategic and integrated verticals encompassing real estate, venture investments, thought leadership, and corporate responsibility that together catalyze life-changing innovation and drive positive change for the benefit of human health and society. Mr. Marcus has proven management and leadership skills.


2026 Proxy Statement	23

DIRECTORS AND EXECUTIVE OFFICERS (continued)

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 Long-Term Results, Distinctive Impact,

and Lasting Endurance.”

Mr. Marcus 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. He 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 leads Alexandria’s pioneering 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, education disparities, and the mental health crisis. He has

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 Emily Krzyzewski Center, National

Medal of Honor Museum, Navy SEAL Foundation, and TOPGUN Association.

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 biotechnology joint venture established in 1984. He was also a practicing

certified public accountant and tax manager with Arthur Young & Co., where he focused on the financing

and taxation of REITs. Mr. Marcus served on the board of directors of Intra-Cellular Therapies, Inc. from

2006 until its acquisition by Johnson & Johnson in 2025. Mr. Marcus received his undergraduate and

Juris Doctor degrees from the University of California, Los Angeles.


2026 Proxy Statement	24

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.


	Maria C. Freire, PhD, has served as a director since April 2012. Dr. Freire is Founder and Principal of The Freire Group, a strategic advisory firm serving life sciences organizations. She currently serves on the boards of Biogen (NASDAQ: BIIB), Exelixis, Inc. (NASDAQ: EXEL), and Keystone Symposia on Molecular and Cell Biology. On February 11, 2026, Dr. Freire was elected to serve as Chair of the Board of Directors of Biogen effective following Biogen’s 2026 annual meeting of stockholders in June 2026. She is a member of the U.S. National Academy of Medicine and the Council on Foreign Relations. Dr. Freire is a senior life sciences executive with a proven record of leading and governing complex, mission-critical organizations across biotechnology and global health. Dr. Freire brings expertise in drug development, biomedical innovation, technology commercialization, and science policy, with a focus on disciplined strategy, long-term value creation, and patient-centric outcomes. Dr. Freire served as President and Executive Director of the FNIH from 2012 to 2021, where she led a Congressionally authorized organization that builds and manages large-scale public-private partnerships advancing research and clinical development across oncology, neurodegenerative diseases, autoimmune disorders, and infectious diseases. Earlier, as President and Chief Executive Officer of the Global Alliance for TB Drug Development (TB Alliance), she built and led a sustainable drug development organization, spearheading the advancement of pretomanid from preclinical research to clinical trials. Pretomanid is now approved for the treatment of multidrug-resistant tuberculosis. Dr. Freire also served as President and as a member of the board of directors of the Albert and Mary Lasker Foundation, stewarding the internationally recognized Lasker Awards and advocating for sustained investment in biomedical research. Earlier in her career, she directed the Office of Technology Transfer at the National Institutes of Health and served as a commissioner on the World Health Organization’s Commission on Intellectual Property Rights, Innovation and Public Health. 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 holds a PhD in Biophysics from the University of Virginia and a Bachelor of Science degree from Universidad Peruana Cayetano Heredia in Lima, Peru.


2026 Proxy Statement	25

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Claire Aldridge, PhD, has served as a director since March 2025. Dr. Aldridge currently serves on the Scientific Advisory Board of Colossal Biosciences Inc., Form Bio, Inc. and Exin Therapeutics and on the board of directors of 4E Therapeutics, Inc. and InterAct Therapeutics. 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 brings significant experience applying AI, machine learning, and computational technologies to scientific and therapeutic innovation. At Form Bio, she advanced computational frameworks for large scale genomic analysis and oversaw platforms supporting synthetic biology, genomic engineering, and other data intensive R&D. Her expertise includes developing AI-enabled analytical systems used in comparative genomics, gene therapy, and biotechnology programs; evaluating the digital and infrastructure needs of emerging biotechnology ecosystems; and applying computational tools to accelerate scientific and operational decision-making across the drug development lifecycle. Her expertise in AI-driven genomic analysis, data architecture, and computational biology strengthens the Board’s oversight of technology trends affecting the life science and technology sectors. This experience is particularly relevant to genomics, synthetic biology, advanced biomanufacturing, and AI-enabled R&D environments central to the innovation ecosystems served by Alexandria. Dr. Aldridge’s background aligns with Alexandria’s focus on supporting the increasingly computational and AI-enabled nature of life science R&D. Her insight into how AI is transforming scientific workflows and shaping tenant infrastructure requirements enhances the Board’s ability to evaluate emerging technology trends, data-intensive tenant needs, and related innovation, risk, and governance considerations. She also strengthens Board oversight of Alexandria’s internal generative AI initiatives, through which the Company is evaluating and implementing AI-enabled solutions that enhance productivity, operational efficiency, and enterprise performance across key business functions. Her background further supports the Company’s efforts to responsibly implement AI and to shape a technology strategy that advances long‑term objectives and responds to the evolving needs of Alexandria and its tenant base. 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 integrating AI and machine learning into genomic analysis and advanced therapeutics programs.


2026 Proxy Statement	26

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.


	Richard H. Klein, CPA, has served as a director since December 2003. Mr. Klein has a diverse background spanning more than 40 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 Executive Vice President & 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.


2026 Proxy Statement	27

DIRECTORS AND EXECUTIVE OFFICERS (continued)


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


	Michael A. Woronoff has served as a director since July 2017. From April 2019 until January 2026, Mr. Woronoff served as a partner of Kirkland & Ellis LLP, where he advised 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, Mr. Woronoff was a partner of 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 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 former positions as a partner of K&E, Proskauer, and Skadden, and, as a principal of Shelter. He has also served on the boards of directors of several start-up and emerging companies, including AccessDNA, TransDimension, and u-Nav Microelectronics.


2026 Proxy Statement	28

DIRECTORS AND EXECUTIVE OFFICERS (continued)

Background of Executive Officers

This section sets forth information regarding our executive officers as of April 1, 2026.


Name	Age	Position	Years With the Company
Joel S. Marcus .........................	78	Executive Chairman and Founder		32
Peter M. Moglia ........................	59	Chief Executive Officer and Chief Investment Officer		28
Marc E. Binda ..........................	50	Chief Financial Officer and Treasurer		21
Hunter L. Kass .........................	43	Co-President and Regional Market Director – Greater Boston		8
John Hart Cole .........................	40	Co-President and Co-Regional Market Director – Seattle		11
Joseph Hakman .......................	55	Co-Chief Operating Officer and Chief Strategic Transactions Officer		19
Lawrence J. Diamond .............	67	Co-Chief Operating Officer and Regional Market Director – Maryland		27
Blake L. Stevens......................	43	Executive Vice President – Regional Market Director – Research Triangle		9
Bret E. Gossett ........................	60	Executive Vice President – Co-Regional Market Director – San Diego		19
Jesse J. Nelson .......................	44	Executive Vice President – Regional Market Director – San Francisco		10
Joshua J. Mitchell ....................	37	Executive Vice President – Regional Market Director – New York		3
Michael E. Boss .......................	43	Executive Vice President – Co-Regional Market Director – San Diego		7
Hallie E. Kuhn ..........................	39	Executive Vice President – Capital Markets and Co-Lead – Life Science		7
Jenna R. Foger ........................	41	Executive Vice President – Co-Lead – Life Science		12
Jackie B. Clem .........................	57	General Counsel and Secretary		20
Andres R. Gavinet ...................	57	Chief Accounting Officer		13
Orraparn C. Lee .......................	43	Executive Vice President – Accounting		16
Kristina A. Fukuzaki-Carlson .	51	Executive Vice President – Business Operations		20
Madeleine T. Alsbrook ............	43	Executive Vice President – Talent Management		14
Gregory C. Thomas ................	62	Executive Vice President – Chief Technology Officer		7
Gary D. Dean ...........................	54	Executive Vice President – Real Estate Legal Affairs		21


2026 Proxy Statement	29

DIRECTORS AND EXECUTIVE OFFICERS (continued)


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


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


	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.


	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.


2026 Proxy Statement	30

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	John Hart Cole has served as Co-President since January 2026 and as Co-Regional Market Director – Seattle since January 2024. Mr. Cole previously served as Executive Vice President – Capital Markets/Strategic Operations from January 2024 to December 2025, 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.


	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.


	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.


2026 Proxy Statement	31

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Blake L. Stevens has served as Executive Vice President – Regional Market Director – Research Triangle since January 2026. Dr. Stevens previously served as Senior Vice President – Regional Market Director – Research Triangle from May 2025 to December 2025, Strategic Market Director – Research Triangle from July 2024 to May 2025, and has held several senior leadership roles since joining the Company in April 2017, including General Manager - LaunchLabs and Vice President – Science & Technology and Head of Alexandria LaunchLabs – Research Triangle as part of Alexandria Venture Investments, the Company’s strategic venture capital platform. As Regional Market Director, Dr. Stevens leads Alexandria’s Research Triangle real estate portfolio, focusing on strategic growth, driving regional strategy, executing key acquisition and disposition initiatives, steering the regional Alexandria team, and engaging deeply with the local life science ecosystem. He also oversees the Research Triangle portfolio for Alexandria Venture Investments and leads the Company’s national agtech investment strategy. Dr. Stevens serves as a board director for several venture-backed companies and entrepreneurial organizations. Prior to joining Alexandria, Dr. Stevens was an investor at Harris & Harris Group, an early-stage venture capital firm specializing in life sciences and agtech, where he led direct investments into early-stage companies, managed a diverse venture portfolio, and co-founded multiple startups. Earlier in his career, he was the seventh employee at HZO, Inc., where he led R&D, commercialization, intellectual property, and technical business development. Dr. Stevens holds a Bachelor of Science in Materials Science and Engineering from Cornell University, a PhD in Materials Science and Engineering from Northwestern University, and a Certificate in Management for Scientists and Engineers from the Kellogg School of Management.


	Bret E. Gossett has served as Executive Vice President – Co-Regional Market Director – San Diego since January 2026. Mr. Gossett previously served as Senior Vice President – Head of Leasing – San Diego from June 2020 to December 2025. He has served in leadership roles at Alexandria for 15 years and brings over three decades of experience in commercial real estate. Under his guidance, Alexandria achieved significant milestones, including completing or directing hundreds of lease transactions aggregating millions of RSF and leading over 30 build-to-suit and single-tenant leases that have set new industry benchmarks. Among these achievements are landmark transactions with multinational pharmaceutical companies that rank among the largest lab leases in the Company’s history. Mr. Gossett focuses on advancing leasing strategy, supporting development initiatives, and strengthening tenant relationships in Alexandria’s life science ecosystem. Prior to joining Alexandria, Mr. Gossett was with Veralliance Properties, Inc., which he joined in 2006 as a Principal and was actively involved in every facet of the business, including acquisitions and dispositions, land entitlement, and ground-up development. Alexandria acquired Veralliance Properties in 2010, at which time Mr. Gossett joined the Company. Before Veralliance Properties, Mr. Gossett spent over 18 years at CB Richard Ellis Group, Inc., where he was consistently recognized as a top performer. Mr. Gossett received his Bachelor of Science degree in International Relations from the University of Southern California.


	Jesse J. Nelson has served as Executive Vice President – Regional Market Director – San Francisco since January 2026. He previously served as Senior Vice President – Regional Market Director from May 2023 to December 2025, Senior Vice President – Real Estate from October 2019 to May 2023, and Vice President – San Francisco Region from October 2015 to September 2019. As Regional Market Director – San Francisco, Mr. Nelson is responsible for the strategic growth and performance of Alexandria’s San Francisco Bay Area region, including team development, acquisition and disposition initiatives, strategic development projects, key leasing efforts, and asset management and operations. Prior to joining Alexandria, Mr. Nelson served as Vice President, Investments at CIM Group, a real estate private equity firm, where he was responsible for sourcing, executing, and managing a diversified portfolio of real estate investments and development projects with an aggregate value exceeding $2 billion. In that role, his experience spanned Class A workplace, luxury residential, hospitality, and utility-scale renewable energy assets. He began his career as a Development Associate at Clark Realty Capital in Southern California. Mr. Nelson holds a Bachelor of Science degree in Finance and International Business from Georgetown University and a Master of Business Administration degree from the University of California, Berkeley.


2026 Proxy Statement	32

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Joshua J. Mitchell has served as Executive Vice President – Regional Market Director – New York since January 2026. Mr. Mitchell previously served as Senior Vice President – Regional Market Director from January 2024 to December 2025, and Senior Vice President – Strategic Market Director from February 2023 to December 2023. In his role as Regional Market Director, Mr. Mitchell is responsible for the strategic growth of Alexandria’s New York City region, overseeing leasing, acquisition and disposition initiatives, real estate development, ecosystem programming, and operational excellence through asset management and operations. He also supports Alexandria’s capital recycling program and corporate reporting initiatives. Prior to joining Alexandria, from May 2019 to January 2023, Mr. Mitchell served as Director and then Managing Director of Real Estate at the University of Toronto, where he was responsible for acquisitions, joint venture partnerships, leasing, operations, and overall strategic direction of the university’s inaugural Four Corners real estate strategy. The Four Corners strategy sought to develop more than 4 million square feet over a decade to deliver critical life science and innovation space, housing, retail, and other amenities while also generating a sustainable source of income for the university’s strategic initiatives. Prior to this role, Mr. Mitchell worked as Senior Vice President at the New York City Economic Development Corporation, where he underwrote and structured large-scale public- private real estate projects across all five boroughs. Mr. Mitchell received his Honours Bachelor of Arts degree in Economic Geography and his Master of Science in Urban Planning degree, with a focus on real estate development and urban design, from the University of Toronto.


	Michael E. Boss has served as Executive Vice President – Co-Regional Market Director – San Diego since January 2026. Mr. Boss previously served as Senior Vice President – Real Estate from July 2021 to December 2025 and as Vice President – Real Estate from July 2018 to June 2021. In his role as Co-Regional Market Director – San Diego, he focuses on strategic portfolio management and investments within the region, leading strategic capital markets initiatives and development projects, and co-leading asset management, operations, and leasing. Prior to joining Alexandria, Mr. Boss served as Regional Director at Nuveen Real Estate, where he led regional growth and asset management across the U.S. Southwest. Prior to Nuveen, he spent nearly 10 years at GE Capital, where he held various critical roles after beginning his career through the firm’s renowned Financial Management Program. Mr. Boss has executed over $10 billion in capital markets transactions across more than 100 individual transactions in his career in commercial real estate. He received his Bachelor of Science in Economics, magna cum laude, from The Pennsylvania State University and his Master of Science in Real Estate, summa cum laude, from the University of San Diego.


	Hallie E. Kuhn has served as Executive Vice President – Capital Markets and Co-Lead – Life Science since January 2026. Dr. Kuhn previously served as Senior Vice President - Co-Lead - Life Science & Capital Markets from April 2024 to December 2025, as Senior Vice President - Science & Technology/Capital Markets from July 2022 to April 2024, and as Principal – Head of ARE LaunchLabs – Pasadena from January 2019 to March 2023. In her role, Dr. Kuhn manages Alexandria’s capital markets activities, including investor relations, communications, and strategic corporate initiatives. She also co- leads Alexandria’s Life Science team, which is responsible for tenant sourcing and underwriting, oversees Alexandria’s venture investment portfolio, and supports San Diego’s regional ecosystem and real estate strategy. In 2021, Dr. Kuhn received the Life Science Catalyst Award from Biocom California, and in 2022, she was recognized among the top 25 most influential individuals in Los Angeles commercial real estate by Commercial Observer. Prior to joining Alexandria, Dr. Kuhn was a Principal at LS Polaris Innovation Fund, a Boston-based venture capital fund specializing in early-stage life science investments. She concurrently served as Chief of Staff, supporting business development and operations across portfolio companies. Prior to Polaris, she was a Senior Consultant at ClearView Healthcare Partners. Dr. Kuhn holds a PhD in Systems Biology from Harvard University and was a Churchill Scholar at the University of Cambridge. She is a recipient of a National Science Foundation Graduate Fellowship, a National Defense Science and Engineering Fellowship, and a Harvard Ashford Fellowship. She holds a Bachelor of Science degree from Harvey Mudd College.


2026 Proxy Statement	33

DIRECTORS AND EXECUTIVE OFFICERS (continued)


	Jenna R. Foger has served as Executive Vice President – Co-Lead – Life Science since January 2026. Ms. Foger previously served as Senior Vice President - Co-Lead - Life Science from May 2023 to December 2025 and in various other leadership positions since joining the Company in April 2014. In her role, Ms. Foger co-leads Alexandria’s Life Science team, and is responsible for managing Alexandria’s venture investment portfolio activities; the Alexandria Strategic Capital Platform; tenant portfolio oversight, regional strategy, ecosystem engagement, and thought leadership initiatives across several of Alexandria’s key cluster markets, including San Francisco Bay Area. Ms. Foger was recognized by Crain’s New York Business in its 40 Under 40 Class of 2020 and has been included in the Global Corporate Venture Powerlist since 2022. Prior to joining Alexandria, Ms. Foger worked as an Associate at Windham Venture Partners, a boutique healthcare venture capital firm focused on medical device and digital health investments and held roles as a Senior Consultant at Navigant Consulting (formerly Easton Associates) and as a Neurobiology Research Associate at The Rockefeller University. Ms. Foger earned her master’s degree in biotechnology from Columbia University and graduated Phi Beta Kappa and summa cum laude from the University of Pennsylvania with a BA degree in Cognitive Neuroscience and Psychology.


	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 25 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.


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


	Orraparn C. Lee has served as Executive Vice President – Accounting since March 2022. Ms. Lee previously served as Senior Vice President – Accounting from January 2018 to March 2022 and has been with the Company since October 2009. In her current role, Ms. Lee oversees the Company’s accounting operations, including property operations, real estate transactions, joint ventures, and the venture investment portfolio. Throughout her tenure with the Company, Ms. Lee has been deeply involved in developing and enhancing operating processes designed to mitigate risks, strengthen controls, and drive efficiencies across the organization. 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.


2026 Proxy Statement	34

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 30 years of experience in the field of human resources, including 20 years at Alexandria. Prior to joining the Company, Ms. Fukuzaki-Carlson spent over 10 years in human resource advisory and business partner roles within companies such as E-Trade Financial, Los Angeles Times, and Toyota Financial Services. She holds SHRM-SCP, SPHR, and CCP designations and has been recognized with the Patriotic Employer Award by the Office of the Secretary of Defense for her upstanding efforts to support our military and their families. Ms. Fukuzaki-Carlson received her Bachelor of Arts degree in Business Administration, with an emphasis in Human Resources Management, from California State University, Fullerton and her Master of Science degree in Human Resources from Chapman University.


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


	Gregory C. Thomas has served as Executive Vice President – Chief Technology Officer since January 2026. He previously served as Senior Vice President – Chief Technology Officer from November 2018 to December 2025. As Chief Technology Officer, Mr. Thomas is responsible for the Company’s enterprise technology strategy, execution, and governance. He provides strategic direction and leadership across the Company’s information technology landscape, including business applications, infrastructure and operations, information security, tenant engagement, and building innovation. In partnership with corporate and regional property teams, he advances secure, reliable, and scalable technology solutions that enhance operational performance, support growth, and elevate the tenant experience. Prior to joining Alexandria, Mr. Thomas served in senior leadership roles within Deloitte’s Investment Management and Real Estate practice, where he advised owners, operators, investors, REITs, developers, homebuilders and third-party service providers on business process and technology alignment, outsourcing advisory, human capital transformation, emerging technologies, business intelligence and analytics, digital strategy, and relationship management strategy. Prior to Deloitte, he was Vice President, Chief Information Officer for Colony Capital, a leading private equity real estate firm, and Senior Vice President, Chief Information Officer for SunCal Companies, a leading residential land developer. He has also held senior positions within the real estate advisory practices of Ernst & Young and Kenneth Leventhal & Co. Mr. Thomas received his Bachelor of Science degree in Systems Analysis and Finance from Miami University.


	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.


2026 Proxy Statement	35

DIRECTORS AND EXECUTIVE OFFICERS (continued)

2025 Director Compensation Table


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)	Total ($)
Joel S. Marcus(3) .............................	—		—	—
Steven R. Hash ...............................	221,000	(4)	200,010	421,010
Claire Aldridge, PhD .......................	104,000	(5)	99,160	203,160
James P. Cain .................................	185,000		200,010	385,010
Cynthia L. Feldmann ......................	47,873	(6)	200,010	247,883
Maria C. Freire, PhD ......................	165,000		200,010	365,010
Richard H. Klein ..............................	170,000		200,010	370,010
Sheila K. McGrath ..........................	130,000		200,010	330,010
Michael A. Woronoff .......................	170,000	(7)	200,010	370,010

(1)Except for the amount reflected for Dr. Aldridge, who, upon her appointment to our Board on March 14, 2025, received a restricted stock award of 1,000

shares with an aggregate grant date fair value of $99,160 that will vest in full on the second anniversary of her appointment, the amounts in this column

represent the grant date fair value of (i) restricted stock awards granted on January 15, 2025, 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 15, 2025, 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 17 of the Consolidated Financial Statements in the

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Mr. Hash, Mr. Cain, Mr. Klein, Ms. McGrath, and Mr. Woronoff each

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

(2)As of December 31, 2025, our non-employee directors held the following amounts of unvested restricted stock awards and unvested phantom stock units:


Award Type	Steven R. Hash	Claire Aldridge	James P. Cain	Maria C. Freire	Richard H. Klein	Sheila K. McGrath	Michael A. Woronoff
Unvested restricted stock awards ...........	—	1,000	—	3,107	—	—	—
Unvested phantom stock units ................	3,107	—	3,107	—	3,107	2,825	3,107

(3)Mr. Marcus, the Company’s Executive Chairman, was an employee of the Company in 2025 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 100.

(4)Mr. Hash elected to defer 100% of his annual cash retainer fee earned in 2025 into phantom stock units under the DCPD.

(5)Dr. Aldridge was elected by the Board to serve as a director on March 14, 2025. This amount represents a prorated amount of the annual cash retainer fee and

annual committee member cash fee paid to Dr. Aldridge for her Board and Life Science Committee service in 2025.

(6)Ms. Feldmann did not stand for reelection at the 2025 Annual Meeting, and as such, her service as the Company’s director concluded on May 13, 2025.

Director compensation received by Ms. Feldmann in 2025 was commensurate with the duration of her services as a director in that year.

(7)Mr. Woronoff elected to defer 100% of his annual cash retainer fee and annual committee member cash fees earned in 2025 into phantom stock units under

the DCPD.

In determining the form and amount of compensation to be paid to our independent directors in 2025, the Board

considered recommendations from FTI Consulting, Inc. (“FTI”). At the end of 2024, the Board reviewed data provided by FTI

for the peer group described under “Compensation Peer Group” on page 65 and considered industry trends in director

compensation to determine the terms of the compensation program for our independent directors in 2025. In 2025, each

independent director earned an annual cash retainer fee of $110,000, except for Dr. Aldridge, who joined the Board on

March 14, 2025 and received a prorated annual cash retainer fee, and Ms. Feldmann, who received a prorated annual cash

retainer fee based on her service as a director through her departure from the Board on May 13, 2025. The Lead Director

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


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

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

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

$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. Upon her appointment to our Board on March 14,

2025, Dr. Aldridge received a restricted stock award of 1,000 shares with an aggregate grant date fair value of $99,160, which

will vest in its entirety on the second anniversary of her appointment.


2026 Proxy Statement	36

DIRECTORS AND EXECUTIVE OFFICERS (continued)

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.

Deferred Compensation Plan for Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

current value of our Common Stock.

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

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

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

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

year after the election becomes irrevocable.

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

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

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

termination. In addition, if a Change of Control occurs prior to any such date specified by the non-employee director for

distribution or such termination, settlement of any phantom stock units attributable to any amounts that were deferred under

the DCPD on or after January 1, 2005 will be made upon the Change of Control.

A non-employee director may elect to receive an early distribution of any vested amounts under his or her DCPD

account if he or she experiences an Unforeseeable Emergency (as defined in the DCPD). In addition, a non-employee director

may elect to receive an early settlement of phantom stock units attributable to any vested deferrals made to the DCPD prior to

January 1, 2005, provided that the number of phantom stock units to be settled will be equal to 90% of the number of phantom

stock units elected by the non-employee director and the remaining 10% of the phantom stock units elected by the non-

employee director will be forfeited.

During 2025, the Company did not credit any additional phantom stock units to participants’ accounts under the

DCPD in addition to those related to the compensation deferred by non-employee directors.


2026 Proxy Statement	37

PROPOSAL 2 — NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) added Section 14A to the

Exchange Act, which requires that we provide our stockholders with the opportunity to vote upon, on a non-binding, advisory

basis, a resolution to approve the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the

SEC’s compensation disclosure rules. At our 2023 annual meeting of stockholders, the stockholders indicated their preference

that we solicit this non-binding, advisory vote on the compensation of our NEOs every year. Since then, the Board has adopted

a policy consistent with that preference.

This vote is advisory, which means that the vote on executive compensation is not binding on the Company, the

Board, or the Compensation Committee. However, both the Board and the Compensation Committee will consider and

evaluate the results of the vote together with feedback from stockholders. To the extent there is any significant vote against our

NEO compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will evaluate whether

any actions are necessary to address the concerns of stockholders.

The vote on this resolution is not intended to address any specific element of compensation but rather relates to the

overall compensation of our NEOs, as described in this Proxy Statement in accordance with the SEC’s compensation

disclosure rules. The compensation of our NEOs subject to the vote is disclosed in the Compensation Discussion and

Analysis, the compensation tables, and the related narrative discussion contained in this Proxy Statement. As discussed in

those disclosures, we believe that our compensation philosophy and decisions support our key business objectives of creating

value for, and promoting the interests of, our stockholders.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our NEOs as

described in this Proxy Statement by casting a non-binding, advisory vote “FOR” the following resolution, which will be

presented at the 2026 Annual Meeting:

“RESOLVED, that the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement

for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the

Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED by the

stockholders of the Company.”

The affirmative vote of a majority of the votes cast on the matter at the 2026 Annual Meeting will be required to adopt

the foregoing resolution.

The Board unanimously recommends a vote FOR Proposal 2.


2026 Proxy Statement	39

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our executive compensation program for 2025 as it relates to

our NEOs. For the purposes of this section, we refer to Messrs. Binda, Kass, Cole, and Diamond as our “Other NEOs.”


Name	Tenure		Current Position
Joel S. Marcus ..............................		32	Executive Chairman and Founder
Peter M. Moglia ............................		28	Chief Executive Officer and Chief Investment Officer
Marc E. Binda ...............................		21	Chief Financial Officer and Treasurer
Hunter L. Kass ..............................		8	Co-President and Regional Market Director – Greater Boston
John Hart Cole ..............................		11	Co-President & Co-Regional Market Director – Seattle
Lawrence J. Diamond ..................		27	Co-Chief Operating Officer and Regional Market Director – Maryland

We present our Compensation Discussion and Analysis in the following sections:


1.Executive Summary
In this section, we highlight our 2025 corporate performance, certain governance aspects of our executive compensation program, and our stockholder engagement efforts.	Page 40
2.Compensation Governance
In this section, we describe our executive compensation philosophy and provide an overview of our executive compensation determination process.	Page 63
3.Key Elements of the Executive Compensation Program
In this section, we describe the material elements of our executive compensation program.	Page 66
4.2025 Compensation Decisions
In this section, we provide an overview of the Compensation Committee’s executive compensation decisions for 2025 and certain actions taken after 2025 to enhance an understanding of our executive compensation program.	Page 67
5.Retirement and Benefit Programs
In this section, we describe the Company’s cash balance pension plan, deferred compensation plan, and perquisites and other benefits provided to our NEOs.	Page 98
6.Other Compensation Policies
In this section, we summarize our other compensation policies and review the accounting and tax treatment of compensation and the relationship between our compensation program and risk.	Page 99


2026 Proxy Statement	40

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary

Business Performance Overview

Our Mission - We Are the Leading Life Science REIT

Alexandria’s mission continues to be rooted in advancing human health by enabling the creation of life-changing and

life-saving therapies. Our company was founded on the belief that high-quality, mission-critical laboratory infrastructure is

essential to scientific progress. Our platform is intentionally differentiated from traditional office or industrial real estate. Rather

than providing commodity workspace, we develop and operate specialized environments designed to support scientific discovery

and biomedical innovation.

The profound human impact of the life science sector underpins our strategic decisions. Every individual is touched by

illness—personally or through loved ones—and the global use of medicines, estimated at 3.7 trillion doses each year,

underscores the essential role of the innovation ecosystem we support.

While macroeconomic, political, technological, and financial conditions may fluctuate, our mission remains constant.

Our long term strategy continues to focus on delivering high-quality laboratory infrastructure, fostering scientific and medical

breakthroughs, and supporting the tenants whose work materially influences global health outcomes. Our role is therefore not

cyclical but foundational, reinforcing our position as the leading life science REIT.

Alexandria remains both the inventor and the long-standing leader of the life science real estate asset class, with an

enduring commitment to scientific innovation. Despite volatile external factors described below, including political, economic, and

regulatory pressures, our team has continued to demonstrate resilience and focus.


2026 Proxy Statement	41

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

2025: A Highly Challenging Year for the Life Science Industry and Our Business

2025 was a highly unusual year for the life science industry and life science real estate sector. A defining element of the

year was the continuation of the broad-based biotech bear market for the fifth consecutive year, which materially constrained

liquidity, reduced risk appetite, and contributed to delayed tenant decision-making across the sector.

In addition, the depth of these challenges reflected a rare convergence of post-pandemic dynamics, including a growing

supply-demand imbalance for life science space, macroeconomic volatility, capital-market uncertainty, highly unusual regulatory

and policy disruptions, and intensified global competition within the life science ecosystem. These forces unfolded rapidly,

concurrently, and continually through the year, amplifying their impact on tenant behavior and leasing activity across the life

science real estate industry.

•Four Foundational Pillars of the Life Science Ecosystem

The life science industry is anchored by four foundational pillars: (i) basic and translational research, (ii) access to

lower-cost capital, (iii) the regulatory framework overseen primarily by the FDA, reflecting the highly regulated nature of the life

science industry, and (iv) the reimbursement environment that determines how new therapies are paid for.


2026 Proxy Statement	42

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

The strength of these pillars collectively shapes every segment of the life science ecosystem, and pressures on any one

of them can reverberate across the others, influencing the pace of scientific discovery and the formation and growth of life

science companies. Each pillar directly affects our tenants and, in turn, demand for life science real estate.

In 2025, all four pillars faced simultaneous pressure, an alignment the industry has not previously experienced. The

accumulation of adverse events during the year, described below, further tested the resiliency of the life science ecosystem,

contributing to heightened uncertainty, reduced capital availability, and more cautious tenant decision‑making.

Within the first pillar, basic and translational research, NIH funding is critical, and 2025 was marked by significant

disruption in NIH grants and associated requirements. Federal funding changes proposed at the beginning of 2025, including the

15% cap on institutional indirect grant spending—ultimately ruled unlawful by an appellate court in January 2026— created

significant operational uncertainty for universities, medical centers, and research institutions regarding their ability to recover

critical operating costs. The cap, announced in February 2025, would have sharply reduced indirect cost recovery, forcing

institutions to absorb substantial unfunded overhead obligations.

Compounding these challenges, NIH grant activity itself became disrupted and delayed. NIH experienced funding

freezes, shifting priorities, and slowed award processing, leading to materially fewer grants issued in 2025 compared to the prior

year, a trend attributed to both the indirect cost initiative and operational delays within the agency: in 2025 grant counts dropped

by approximately 9% compared to 2024, and the NIH fell roughly 30% behind schedule in awarding research dollars due to

shutdown‑related delays and leadership turnover.

(1) Source: Office of Management and Budget, “Fiscal Year 2026 Discretionary Budget Request,“ May 2, 2025; U.S. Senate Committee on Appropriations,

“Labor, Health and Human Services, Education, and Related Agencies Fiscal Year 2026 Appropriations Bill,“ July 31, 2025.

(2) Source: NPR, “Staff at CDC and NIH are reeling as Trump administration cuts workforce,” February 14, 2025.

(3) Source: National Institute of Health, “Supplemental Guidance to the 2024 NIH Grants Policy Statement: Indirect Cost Rates,” February 7, 2025.


2026 Proxy Statement	43

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

The second pillar, access to capital, experienced its most challenging environment in years. As a result, even as

sentiment modestly improved in public markets, private and emerging biotech companies, as well as academic and research

institutions, continued to focus on preserving cash and extending runway, which slowed absorption of available space across our

markets. Venture fundraising (life science venture firms raising new funds) fell to its lowest level since 2016, while the IPO

market remained largely closed, reducing liquidity, narrowing the pipeline of early‑stage companies that traditionally drive

laboratory demand, and delaying growth plans across the life science industry.

Sources: Nasdaq and PitchBook. November 2025. YTD 2025 as of November 15, 2025. Represents pharma and biotech IPOs completed on Nasdaq or NYSE.

While certain public biotech indices, such as the SPDR S&P Biotech ETF (XBI), showed improvement in 2025, this

recovery did not translate meaningfully into increased leasing activity from public biotech companies, with demand from this

segment remaining conspicuously subdued. Public‑market indices are weighted toward more mature, near‑commercial

companies, whereas leasing demand is primarily driven by early‑stage and growth‑stage tenants with R&D requirements—many

of which remained capital‑constrained. Improved equity‑market sentiment did not translate into new real estate requirements

from public biotech companies whose operational footprints remained largely fixed as they focus on meeting near-term clinical

and commercial milestones.

(1) Source: Capital IQ.

(2) Source: State Street. XBI constituents as of November 13, 2025. Near-commercial refers to companies with products in Phase III or registrational trials.


2026 Proxy Statement	44

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

The third pillar, regulatory stability, also faced dramatic and disruptive changes never seen before. A predictable FDA is

essential for reducing the time, cost, and uncertainty associated with drug development. However, in 2025 the agency underwent

substantial workforce reductions of approximately 3,500 employees, or about 19% of its staff, with more than 50% turnover in

senior leadership, resulting in review delays, operational uncertainty, and more cautious tenant planning.

(1) BioSpace, “Acting CDER Head Becomes Latest in String of FDA Leaders to Leave Agency.” June 23, 2025.

(2) STAT News, “RFK Jr. brings FDA under tighter control with HHS workforce cuts.” March 27, 2025.

(3) STAT News, “FDA review of drugs is slowing while application delays are growing, analysis finds.” October 20, 2025.

The fourth pillar, the reimbursement environment, experienced substantial pressure from multifaceted federal

drug‑pricing initiatives. Key provisions of the Inflation Reduction Act of 2022 authorized Medicare to negotiate prices for selected

high‑cost Part B and Part D drugs, added inflation‑based rebates, and capped annual out‑of‑pocket spending for beneficiaries.

Policymakers also revived Most Favored Nation (MFN) initiatives. Earlier MFN proposals would have lowered Medicare

payments for certain drugs by tying them to prices paid in other developed countries. More recent actions, including voluntary

manufacturer agreements and a 2025 executive order, extend MFN‑based pricing beyond Medicare, making these lower prices

available to Medicaid programs and potentially to a broader portion of the U.S. market. These evolving policies increased

uncertainty around future pricing and returns on long‑term R&D investment.

In 2025, the environment was further complicated by immigration restrictions, which reduced access to international

scientific talent, and created additional hiring and retention challenges for research institutions and biotechnology companies. At

the same time, as domestic challenges intensified, global competitors continued to advance. China, in particular, has accelerated

its biotechnology capabilities through coordinated national investment, large‑scale infrastructure development, and increasingly

efficient regulatory pathways. Centralized funding programs and government‑backed innovation hubs have enabled Chinese

companies to expand R&D capacity, advance clinical programs, and scale manufacturing rapidly. Streamlined approval

processes and targeted incentives have further supported faster commercialization, strengthening China’s competitive position

within the global life science landscape.

Source: Jefferies Research, “Shopping in China’s Biotech Supermarket,” July 13, 2025. Represents percent of total global business development deal value.


2026 Proxy Statement	45

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Post-COVID-Era Challenges

The developments across all four bedrocks of life science, described above, materially affected the operating

environment of the U.S. life science sector by creating significant uncertainty, reducing risk appetite, and slowing company

formation, thereby softening demand for new laboratory space. However, these factors were not the sole contributors to rising

vacancies in life science real estate. As described below, significant oversupply stemming from COVID‑era surge in life science

development and broader macroeconomic conditions also played substantial roles in increasing available space across key life

science markets.

•Exceptional Growth During the COVID-19 Pandemic and Surge in Life Science Real Estate Development

From January 1, 2019 through December 31, 2021, Alexandria achieved an extraordinary milestone by more than

doubling stockholder value, delivering a total shareholder return (TSR) of 109%. This performance sharply exceeded the broader

REIT sector, as reflected by the MSCI US REIT Index’s 66% increase over the same period. Alexandria’s TSR also significantly

outperformed the FTSE Nareit Equity Health Care and FTSE Nareit Equity Office indices, which posted comparatively modest

gains of 27% and 31%, respectively.

This period of exceptional growth was fueled by Alexandria’s critical role during the COVID‑19 crisis, serving as landlord

to leading innovators. Our unmatched infrastructure and strategic focus on life science ecosystems reinforced our leadership

position and our ability to support the industry at a time of global urgency.

Source: S&P Global Market Intelligence. FTSE NAREIT Equity Office and FTSE NAREIT Equity Health Care Indices data are from NAREIT.

(1) Assumes reinvestment of dividends.


2026 Proxy Statement	46

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

At the same time, the broad shift to hybrid and remote work left many other REITs, especially office REITs, with

underutilized assets, leading to a wave of conversions as owners moved to reposition their properties for laboratory use.

Exceptionally strong demand for life science space during the COVID‑19 period, driven by public‑health urgency, historically low

interest rates, and strong performance of Alexandria and other laboratory operators, encouraged real estate investors to pursue

laboratory conversions and initiate new development activity across the sector in anticipation of sustained demand. These

conversions and speculative developments led to a significant influx of new laboratory properties in our top three markets:

Greater Boston, San Diego, and the San Francisco Bay Area. As a result, life science real estate availability in these top

markets (measured as the percentage of life-science RSF available relative to total life-science RSF) rose to approximately

29% during 2025, from approximately 4% in 2021, creating supply that materially exceeded demand.

Source: Alexandria proprietary market database.

•Decrease in Demand for Life Science Space Following COVID Peak

After reaching historically high levels in 2021, life science tenant demand moderated significantly. Average tenant

requirements (measured by RSF needs) declined by more than 60% during 2025 compared to 2021 across Greater Boston,

San Francisco Bay Area, and San Diego. Demand has returned to levels more in line with pre‑pandemic historical norms,

particularly those seen from 2016–2018. This decline occurred amid a substantially higher supply environment, which further

pressured occupancy levels across major life science markets.

As of December 31, 2025. Source: Alexandria proprietary market database.


2026 Proxy Statement	47

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

•Broader Unfavorable Macroeconomic Conditions

In addition to the factors discussed above specifically affecting demand for life science space, broader real estate

demand has also been impacted by macroeconomic conditions, particularly elevated interest rates. Following the onset of the

COVID-19 pandemic, the U.S. Federal Reserve reduced the federal funds target range to 0%–0.25% in March 2020 and

maintained that near-zero range until March 2022. To address inflation concerns, the U.S. Federal Reserve then increased the

target range rapidly, reaching 5.25%–5.50% in July 2023, where it remained for an extended period. Although the U.S. Federal

Reserve reduced the federal funds target range to 4.25%–4.50% during 2024, and to 3.50%–3.75% during 2025, interest rates

remain elevated. This could continue to limit access to debt and/or equity financing for prospective buyers of real estate assets.

Such challenges for buyers lead to an excess of properties available for sale, which exerts downward pressure on property

valuations and elevates capitalization rates, adversely impacting the sales proceeds we can generate from our asset sales.

Impact on Our Business

The surge in supply and decrease in demand have led to industry-wide elevated vacancy rates, slower leasing activity,

lower rental rates, higher lease concessions, and increased competition for tenants. Our operating occupancy declined from

94.6% as of December 31, 2024 to 90.9% as of December 31, 2025, and we project it to decline further to approximately 88.5%

as of December 31, 2026, representing the midpoint of our guidance range for occupancy percentage in North America as of

December 31, 2026, disclosed on January 26, 2026.

To remain competitive, we have realized lower rental rate increases on renewed and re-leased spaces and offered more

tenant improvement allowances or additional tenant concessions, including free rent, to retain existing or attract new tenants. We

project the decline in rental rates to continue in 2026. Furthermore, to maintain long-term tenant relationships and sustain

occupancy levels within our core assets, our existing operating properties may require additional revenue- and non-revenue-

enhancing capital expenditures earlier than typically expected. Landlord-funded tenant improvement allowances have increased

significantly for first-generation space, including development and redevelopment projects, with most space in shell condition

requiring landlords to fund the full build-out cost. This trend places additional pressure on projected returns, and further

challenges our ability to secure tenants for the remaining unleased RSF related to these projects at the expected rates.

The oversupply, combined with elevated interest rates and reduced market liquidity, has prolonged the period of

depressed property valuations and higher capitalization rates, resulting in $2.2 billion of real estate impairments recognized in

2025. These factors make it more challenging to execute asset sales within expected timelines and at favorable pricing. In 2026,

we expect to complete dispositions and sales of partial interests of approximately $2.9 billion at the midpoint of our 2026

guidance range disclosed on January 26, 2026. However, market uncertainties may prevent us from achieving this or other

targets disclosed in our 2026 guidance. Successful execution of our development and redevelopment activities is dependent on

access to capital to fund these projects. We expect construction spending in 2026 to increase to approximately $1.75 billion,

reflecting remaining costs to complete active developments and additional planned revenue‑ and non‑revenue‑enhancing capital

expenditures. Consequently, our capital plan and leverage strategy have increased our reliance on dispositions and

partial‑interest sales—transactions that may be adversely affected by current conditions impacting real estate valuations.

For 2026, we expect capitalized interest of approximately $250 million at the midpoint of our 2026 guidance range

disclosed on January 26, 2026. The decrease compared to $330 million in 2025 reflects our efforts to conserve capital by

re‑evaluating certain projects, including pausing or discontinuing pre‑construction activities on land and uncommitted

developments, and pursuing select asset sales. As a result, we expect interest expense to increase to approximately $255 million

in 2026 (midpoint of guidance) from $227 million in 2025. Continued macroeconomic challenges may require further

reassessment of our development pacing, potentially resulting in temporary suspensions, delays of future projects, or sales of

non‑income‑producing assets, which could further reduce capitalized interest and increase recognized interest expense.

We hold strategic investments in publicly traded companies and privately held entities primarily involved in the life

science industry. These investments are subject to market and sector‑specific risks that can substantially affect their valuation.

Like many other industries, the life science industry is susceptible to macroeconomic challenges, such as ongoing economic

uncertainty and a tighter capital environment. These factors may lead to increased volatility in the valuation of our non‑real‑estate

investments. In such a challenging environment, distributions from our investments — which we may receive as dividends, as

liquidation distributions from our investments in limited partnerships, or as a result of mergers and acquisitions that lead to our

privately held investees being acquired by other entities — may be limited and could result in lower realized gains. Gross

unrealized gains related to our non-real estate investments held as of December 31, 2025 aggregated $184.4 million. We may

be unable to monetize these investments at optimal pricing, and there is no assurance of future gains. In periods with limited or

no realized gains, our FFO per share, as adjusted, may be adversely affected.

These market conditions are reflected in our stock performance, including a three‑year TSR of –60.9% (January 1,

2023–December 31, 2025) and a 2025 TSR of –46.6%. As described in the next section, following an unprecedented period of

disruption, we have taken deliberate and disciplined actions to position the Company for long‑term success. We moved with

urgency and clarity of purpose to protect the strength of our platform and reinforce the foundations of our business.


2026 Proxy Statement	49

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Alexandria’s Reset and Path Forward

We have executed a deliberate path forward to reposition the Company for future long-term success following an

unprecedented period of externally-driven disruption across the life science and real estate sectors.

We believe the path forward will help us manage prolonged market volatility while maintaining the flexibility to act on

strategic opportunities. Through disciplined execution of non-core asset recycling, reducing construction spending and funding

needs, continued focus on our Megacampus platform, reduction in general and administrative expenses, and preservation of

balance sheet strength, we are building a resilient platform designed to deliver sustainable long-term future growth and value

creation across multiple cycles. We believe these actions position us to emerge from the current cycle in a position of strength.

•Preserving Balance Sheet Strength and Liquidity

We have taken deliberate actions to maintain a strong and flexible balance sheet. As of December 31, 2025, we had

approximately:

◦$5.3 billion of liquidity

◦97.2% fixed-rate debt

◦12.1-year weighted-average remaining debt term, the longest among S&P 500 REITs

◦Net debt and preferred stock to adjusted EBITDA ratio of 5.7x for 4Q25 annualized, with a 5.6x-6.2x range

projected for 4Q26 annualized.

In addition, beginning in the fourth quarter of 2025, we reduced our quarterly dividend from $1.32 to $0.72 per share.

This adjustment is expected to preserve approximately $410 million of capital annually, which reduces our need to raise capital.

(1) Represents the average quarterly percentage fixed-rate debt as of each quarter-end from January 1, 2021 through December 31, 2025.

(2) Represents net debt and preferred stock to Adjusted EBITDA for the fourth quarter annualized.

(3) Sources: S&P Global Market Intelligence, Bloomberg, or company filings (data not disclosed for SBAC, PSA, and WY) as of September 30, 2025, except for ARE,

which is as of December 31, 2025.

(4) Top 15% ranking represents credit rating levels from S&P Global Ratings and Moody’s Ratings for publicly traded U.S. REITs as provided by Bloomberg

Professional Services and Nareit, as of December 31, 2025.


2026 Proxy Statement	52

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

•Improving Occupancy and NOI, and Reinforcing the Megacampus™ Platform as Our Core Growth Engine

We believe our Megacampus strategy represents our most powerful competitive advantage in an oversupplied life

science real estate market. Our Megacampus ecosystems are large-scale (each over one million RSF in aggregate)

environments designed to meet the evolving needs of the world’s leading scientific and technological organizations, located in life

science innovation hubs in close proximity to top academic and medical research institutions. This proximity is a key driver of

tenant demand. These campuses are used in two distinct ways: (i) to house the research operations of our tenants, and (ii) to

recruit and retain the best talent available from a limited pool, which underscores why their scale, strategic design, and location

are critical. With our Megacampus ecosystems, we aim to provide a superior set of amenities, services, and access to transit.

With inspiring design and people-centric amenities, we believe these campuses enhance our tenants’ confidence in using these

spaces as effective recruiting tools. In contrast, we believe that a significant amount of the competitive supply in the market today

consists of isolated facilities that provide operational space but lack the scale and strategic design that our Megacampus

ecosystems deliver.

Our Megacampus ecosystems, which offer both high visibility and a clear path for growth, are designed for scalability to

accommodate our tenants’ growth. Our future development and redevelopment projects aggregate 21.6 million RSF as of

December 31, 2025, of which 77% is concentrated within our Megacampus ecosystems. Their strategic locations and path for

growth serve as powerful incentives for tenants to lease space from us.

We believe our Megacampus strategy has enabled us to capture an outsized share of leasing demand across core life

science markets, even as overall supply has increased. The strength of this strategy is reflected in the 2025 performance metrics

below, achieved despite challenging macroeconomic, regulatory, policy, and political environments:

•Leasing volume aggregated 4.2 million RSF for the year ended December 31, 2025.

•Weighted-average lease term of 11.9 years for leases executed during the year ended December 31, 2025.

•In July 2025, we executed the largest life science lease in Company history with a long-standing multinational

pharmaceutical tenant for a 16-year build-to-suit lease expansion aggregating 466,598 RSF on the Campus Point

by Alexandria Megacampus in our University Town Center submarket.

•During 2023-2025, our leasing volume in Greater Boston, the San Francisco Bay Area, and San Diego represented

approximately 94% of the combined leasing volume of the five largest life science real estate owners in those

markets (measured by RSF leased; source: Alexandria proprietary market database).

•Rental rates on lease renewals and re-leasing of space increased by 7.0% and 3.5% (cash basis) for the year ended

December 31, 2025.

•Occupancy of 90.9% as of December 31, 2025.

•86% of development and redevelopment projects under construction that are expected to stabilize in 2026 are leased or

under lease negotiation, excluding one project for which we are evaluating the business strategy.


2026 Proxy Statement	54

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

•Effective Management of General & Administrative (G&A) Expenses

Over the past several years, we have implemented comprehensive measures to reduce our expenditures, including our

general and administrative expenses. We have executed a range of cost‑management and operational efficiency measures,

including:

•Personnel-related matters, including reduction in headcount over the last two years, and restructuring of various

compensation plans.

•Streamlining of business processes through implementation of systems upgrades, process improvements, and

smarter technology.

•Renegotiation of contracts related to legal, technology, and operational support services, and elimination of

redundancies through better alignment and consolidation of roles.

As a result, we have achieved the following outcomes:

•In 2025, we reduced G&A expenses by 30%, or $51.3 million, compared to 2024.

•We expect $76.0 million of cumulative savings in 2025 and 2026 (based upon the midpoint of our guidance range

for 2026 general and administrative expenses), compared to 2024.

•Our 2025 general and administrative expenses are only 5.6% of net operating income, the lowest level for the

Company in more than a decade, and approximately half the average of other S&P 500 REITs.

(1) Based on the midpoint of our guidance range for 2026 general and administrative expenses disclosed on January 26, 2026.

(2) For the twelve months ended December 31, 2025.

(3) Source for S&P 500 REIT data: S&P Global Market Intelligence.

(4) Refer to “Net operating income, net operating income (cash basis), and operating margin” in the “Definitions and Reconciliations” section of this Proxy

Statement for additional information.


2026 Proxy Statement	55

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Pay-for-Performance Philosophy

The fundamental principle that drives the Compensation Committee’s pay decisions is to align pay with performance.

The experience, abilities, and commitment of our NEOs 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.

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

The Compensation Committee structures NEO compensation to be closely tied to the Company’s performance and

execution of our key business objectives, as reflected in the following program features (calculations are based on the grant

date fair value of equity awards as reported in the Summary Compensation Table):

•Majority of each NEO’s compensation is equity-based. In 2025, an average of 61% of our NEOs’ total annual

compensation consisted of incentive equity awards that are “at risk” and directly linked to long-term stockholder

value.

•Most equity awards do not pay dividends unless and until they vest. Approximately 89% of all equity awards

granted in 2025 do not pay dividends prior to vesting. Any dividends accrued on such unvested equity awards are

forfeited if the underlying award does not vest, reinforcing our pay-for-performance philosophy.

•Majority of Executive Chairman’s and Chief Executive Officer’s equity compensation is performance-

based. Approximately 68% of our Executive Chairman’s and 60% of our Chief Executive Officer’s long-term

incentive equity awards granted in 2025 vest only upon achievement of performance goals tied to our Funds From

Operations (“FFO”) per share, net debt to Adjusted EBITDA ratio, adjusted EBITDA margin, and TSR over a three-

year period on absolute and relative bases.

•Long combined vesting and holding horizon for equity awards. Alexandria maintains one of the longest

combined vesting and post-vesting holding periods among S&P 500 REITs—4.7 years for all NEO equity awards—

based on the Company’s 2025 grants and 2024 grants for other S&P 500 REITs.

(1) Represents the weighted-average vesting period, weighted by the equity grant-date value reported in each company’s Summary Compensation Table, plus any post-vesting holding

requirement if such requirement exists for at least one grant issued by the company in 2024 (2025 for ARE). Reflects 2025 grants for ARE and 2024 grants for other S&P 500 REITs.

Information for S&P 500 REIT peers is based on their respective 2025 proxy statement disclosures.

(2) Percentile reflects the share of S&P 500 REITs presented with holding periods at or below ARE’s (including ARE).


2026 Proxy Statement	56

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Long-Term Performance-Plan Equity Awards Align NEO Pay with Stockholder Outcomes

Our NEOs’ performance-based equity compensation is structured so that realized value is directly tied to stock price

performance and the achievement of predetermined performance goals, including the forfeiture of awards when targets are not

met. To further strengthen the alignment between pay outcomes and Company performance, our NEOs’ performance‑based

equity compensation incorporates the following elements:

•Performance Plan Equity Awards are earned over a three-year performance period, with payouts determined in part

by absolute and relative three‑year TSR to ensure alignment with shareholder returns.

•Beginning with the 2024 Performance Plan Equity Awards, a one-year post-vesting sale restriction is mandated,

extending executives’ exposure to Company performance beyond vesting and reinforcing accountability.

Actual and projected vesting outcomes of performance-based equity awards granted to each NEO:

•2023 Grants: In January 2026, all NEOs forfeited 83% of the Performance Plan Equity Awards granted in January

2023 with the performance period ending in December 2025, based on the level of achievement of the underlying

performance goals. Additional information is provided in the section titled “2023 Long-Term Performance-Plan Equity

Award Forfeitures and Partial Vesting.”

•2024 Grants (Projected outcome): Based on performance through December 31, 2025, our NEOs would forfeit

approximately 33% of the Performance Plan Equity Awards granted in January 2024. Actual payout levels will be

determined following completion of the three-year performance period ending December 31, 2026.

•2025 Grants (Projected outcome): Based on performance through December 31, 2025, our NEOs would forfeit

approximately 56% of the Performance Plan Equity Awards granted in January 2025. Actual payout levels will be

determined following completion of the three-year performance period ending December 31, 2027.

As illustrated in the chart below, including projected forfeitures for the 2024 and 2025 grants, a significant portion of

performance-plan equity awards are forfeited when performance does not meet established targets. This outcome

underscores our long-term pay-for-performance philosophy, which extends beyond vesting through the one-year post-vesting

sale restriction.


2026 Proxy Statement	57

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Long-Term Incentive Equity Awards Align CEO and Executive Chairman Pay with Stockholder Outcomes

Our Executive Chairman and Chief Executive Officer are each eligible to receive an annual long-term incentive award

(the “Annual LTI Grant”) in the form of restricted stock, 50% of which is subject to performance-based vesting conditions (the

“Performance-Based LTI Equity Grant”) and the remaining 50% of which is subject to service- or time-based vesting conditions

(the “Time-Based LTI Equity Grant”).

•LTI equity awards are earned over a three-year performance period, with payouts determined in part by absolute

and relative three‑year TSR to ensure alignment with shareholder returns.

•Addition of a one-year post-vesting holding period. Beginning with the 2024 Annual LTI Grant, we introduced an

additional one-year post-vesting sale restriction, extending executives’ exposure to Company performance

beyond vesting and reinforcing accountability.

•Dividends are forfeited if shares do not vest. Beginning with the 2024 Annual LTI Grant, no dividends are paid

prior to vesting on all unvested LTI equity awards. Any dividends accrued on any such unvested equity awards that

are forfeited will also be forfeited, reinforcing our executive compensation program’s pay-for-performance philosophy.

Outcomes of Performance-Based LTI Equity Grants to our Executive Chairman and our Chief Executive Officer:

•2023 Performance-Based LTI Equity Grants: In December 2025, our Executive Chairman and our Chief Executive

Officer forfeited 100% of their respective LTI equity awards granted in January 2023. For additional information, refer

to the section titled “2023 Long-Term Incentive Equity Performance-Based Award to the Executive Chairman and the

Chief Executive Officer - Full Forfeiture.”

•2024 Performance-Based LTI Equity Grants (Projected): Approximately 33% of the LTI equity awards granted in

January 2024 to our Executive Chairman and our Chief Executive Officer is currently projected to be forfeited based

on the actual performance of our forward FFO per share multiple relative to the FTSE NAREIT Equity Health Care

Index since the grant date in January 2024 through December 31, 2025. Actual results and payout levels will be

determined following completion of the performance period ending December 31, 2026.

•2025 Performance-Based LTI Equity Grants (Projected): Approximately 33% of LTI equity awards granted in

January 2025 to our Executive Chairman and our Chief Executive Officer is currently projected to be forfeited based

on the actual performance of our adjusted EBITDA Margin and our net debt to adjusted EBITDA ratio for the fourth

quarter 2025, and three-year TSR (absolute and relative to the FTSE NAREIT Equity Health Care Index) since the

grant date in January 2025 through December 31, 2025. Actual results and payout levels will be determined following

completion of the performance period ending December 31, 2027.

As illustrated in the chart below, when performance metrics over the three-year period do not meet target levels, a

significant portion of performance-based equity is forfeited (shown in red). This outcome underscores our long-term pay-for-

performance philosophy, which extends beyond the vesting date through an additional one-year post-vesting sale restriction.


2026 Proxy Statement	58

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Executive Chairman and Chief Executive Officer: Realized Equity Value at Vesting Was Substantially Lower in

2023-2025 Than the Corresponding Awards’ Grant-Date Market Value

As illustrated in the charts below, the market value of equity awards vested in each year from 2023 to 2025 (“Total

Annual Market Value Realized on Vesting”) was substantially lower than the market value of those same shares on their

respective earlier grant dates. This difference is reflected in the “Payout Ratio” shown for each vesting year.

“Total Annual Market Value Realized on Vesting” represents the market value of all equity awards that vested during

each year presented, calculated using the Company’s closing stock price on each applicable vesting date. “Grant Date Market

Value (Same Shares)” represents the market value of those same shares on their respective grant dates.

For example, the $2.2 million shown for 2025 represents the aggregate vesting-date value of all shares that vested in

2025 (net of any forfeitures), whereas $3.9 million represents the market value of those same shares (before forfeitures) on

their respective grant dates spanning from 2022 to 2025. The “Payout Ratio” is calculated as Total Annual Market Value

Realized on Vesting divided by Grant Date Market Value (Same Shares) for the applicable vesting year.

EXECUTIVE CHAIRMAN

CHIEF EXECUTIVE OFFICER


2026 Proxy Statement	59

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Executive Chairman and Chief Executive Officer: Significant Decrease in Total Compensation from 2024 to 2025

Total compensation reported in the Summary Compensation Table declined substantially from 2024 to 2025 for both

our Executive Chairman and our Chief Executive Officer. These year-over-year decreases underscore the Compensation

Committee’s strong commitment to pay-for-performance, and further amplify the impact of stock price declines and forfeitures

that had already significantly reduced both executives’ realized and realizable compensation.

Total Compensation Reported in the Summary Compensation Table in 2024 and 2025

Executive Chairman’s 2026 Annual LTI Grant Is 100% Performance-Based (No Increase in Grant Target Value)

To further demonstrate his conviction in the Company’s mission-critical role, capital strategy, and long‑term value

potential, the Executive Chairman requested that his Annual LTI Grant awarded in January 2026 be delivered entirely in

performance‑based form, rather than the 50/50 performance‑based and time‑based mix (at target) provided under his

employment agreement. This modification changed only the mix of the award, not its aggregate target value. Making his entire

grant subject to performance-based vesting further reinforces alignment between the Executive Chairman’s compensation and

long-term stockholder outcomes. This decision was reported in the Company’s Form 8-K filed on January 12, 2026, and

additional detail regarding the award will be provided in the Compensation Discussion and Analysis in the Company’s 2027

proxy statement.

Executive Chairman Further Strengthens Alignment with Stockholders Through Additional Open-Market Share

Purchase

Further underscoring this alignment and his confidence in the Company’s long-term value potential, the Executive

Chairman has not sold any Company shares in more than two years and, in February 2026, made an open-market purchase of

additional Company shares.

No Special Awards Granted or Expected to Offset 2025 Compensation Reductions or Equity Forfeitures

The Compensation Committee did not grant any special, supplemental, or one‑time awards in 2025 to offset the

significant decline in total compensation for the Executive Chairman and the Chief Executive Officer, nor to compensate for the

substantial equity-award forfeitures experienced by the Company’s other NEOs. The Compensation Committee likewise does

not anticipate granting any such special awards in 2026 to address prior-year compensation reductions, stock-price declines,

or forfeitures.


2026 Proxy Statement	60

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

2025 NEO Pay Structure: Majority of Compensation Delivered in “At‑Risk” Form

As shown in the chart below, a substantial majority of the 2025 compensation for our Executive Chairman, Chief

Executive Officer, and other NEOs was delivered in “at‑risk” compensation, with a significant portion in long‑term restricted

stock. Realized equity values are directly affected by our stock price at the time of vesting, and they may also be reduced

through the forfeiture of unearned shares when performance targets are not met.

As a result, declines in stockholder value, as well as the failure to meet one or more of our performance goals, can

materially reduce or eliminate realized equity outcomes for our NEOs. This structure reinforces strong alignment with

stockholders by ensuring that executive compensation outcomes appropriately reflect Company performance and stockholder

experience.

Key Elements of the 2025 Compensation Program


Performance-Based Equity		Combined Vesting and Holding Period
64%		4.7 Years
of Aggregate Equity Awards Granted to Executive Chairman and Chief Executive Officer in 2025		for Equity Awards Granted to All NEOs in 2025
Exceeds 60% Average for S&P 500 Companies1		93rd Percentile Among S&P 500 REITs
Approximately 68% of our Executive Chairman’s and 60% of our Chief Executive Officer’s long-term incentive equity awards granted in 2025 vest only upon achievement of performance goals.		Alexandria maintains one of the longest combined vesting and post-vesting holding periods among S&P 500 REITs, based on 2025 grants for the Company and 2024 grants for other S&P 500 REITs.

(1)Source: Pay Governance LLC, “Key Developments Facing Compensation Committees for the 2025‑2026 Cycle,” Harvard Law School Forum on Corporate

Governance (July 24, 2025).


2026 Proxy Statement	61

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

Significant and Proactive Stockholder Engagement

A critical component of the Compensation Committee’s process continues to be its ongoing active engagement with our

stockholders. After receiving the support of 73% of the votes cast for our 2025 say-on-pay proposal regarding 2024 NEO

compensation, we continued our outreach efforts and proactively contacted stockholders representing approximately 65% of our

Common Stock. These meetings were led by Steven R. Hash, our Lead Director and Chair of the Compensation Committee, with

participation from Director Sheila K. McGrath and certain members of our management team.

During these discussions, stockholders generally emphasized the importance of maintaining strong pay-for-

performance alignment and demonstrating that alignment through clear disclosures, including equity award payout ratios. They

also underscored the value of stock ownership requirements, robust vesting provisions, and post-vesting holding periods. This

feedback aligns with the structure of our existing program, including our long-duration vesting and holding periods, which are in

the 93rd percentile among S&P 500 REITs. In this Compensation Discussion and Analysis, we have further enhanced

transparency by expanding disclosures regarding our vesting design, forfeiture outcomes, payout ratios, and other key

compensation metrics.

Our stockholder outreach indicated that certain investors preferred no year‑over‑year increase in the summary

compensation table total compensation for our Executive Chairman and Chief Executive Officer. In response to this feedback,

the Compensation Committee reduced 2025 total compensation by $6.2 million, or 35%, for our Executive Chairman and by $1.4

million, or 14%, for our Chief Executive Officer. These reductions were further impacted by significant forfeitures of equity awards

year over year. For additional disclosures included to address stockholder feedback, refer to the “Pay-for-Performance

Philosophy” on page 55 within the Compensation Discussion and Analysis section.



	We proactively reached out to			We held more than
	stockholders holding in aggregate approximately 65% of our Common Stock			200 meetings with investors and analysts
				covering a wide variety of topics, including business trends and strategy, key growth drivers, corporate governance matters, and our executive compensation program

The decline in 2025 say‑on‑pay support was driven largely by a change in voting position by one significant stockholder. The Compensation Committee carefully

considered the vote outcome, as well as the feedback received through stockholder engagement, and enhanced related disclosures accordingly.


2026 Proxy Statement	62

COMPENSATION DISCUSSION AND ANALYSIS – Executive Summary (continued)

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

The following chart describes certain actions taken during the last several years, including in 2023 and 2024, as a result

of our engagement with stockholders:


Category		Actions
Reduction in total compensation from 2024 to 2025		Reduced total compensation for our Executive Chairman and for our Chief Executive Officer by $6.2 million (or 35%) and $1.4 million (or 14%), respectively.

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		•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. •Refined the design of the LTI equity awards granted in 2024 as follows: –Lengthened the vesting period of the service- or time-based portion of the LTI equity awards to four years, from three years; –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); –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; and –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. •Enhanced disclosure of performance goals and results.

Long-term performance- plan equity awards granted to all NEOs (“Performance Plan Equity Awards”)		•Adopted and continued to refine a long-term performance plan 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: 2024 and 2025 awards vest based on achievement of two separate performance goals, including FFO per share performance, and 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.


2026 Proxy Statement	63

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Compensation Governance

The Compensation Committee

The Compensation Committee consists of three independent directors, Messrs. Hash (Chair), Cain, and Klein. The

Compensation Committee administers our executive compensation program and is responsible for reviewing and approving

our compensation policies and the compensation paid to our NEOs and other executive officers. The Compensation

Committee has incorporated the following market-leading governance features into our executive compensation program:


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

Compensation Philosophy

The fundamental principle that drives pay decisions of the Compensation Committee is to align pay with performance.

The experience, abilities, and commitment of our NEOs (whose tenures average 21 years) provide the Company with unique

skill sets in the business of owning and operating essential real estate for the broad and diverse life science industry and

therefore have been and will continue to be critical to the Company’s long-term success and to the achievement of key

business objectives, including: (1) creation of long-term stockholder value; (2) profitability; (3) growth in FFO per share –

diluted, as adjusted; and (4) maintenance of a strong and flexible balance sheet. The Compensation Committee believes that

each NEO’s total annual compensation should vary with the performance of the Company and the performance of the

individual for the year in question.

The Compensation Committee believes that our compensation program:


CREATES	ENSURES	SETS	DISTINGUISHES	ALIGNS	REWARDS

incentives for management to support our key business objectives	a prudent use of equity	rigorous performance goals	between short-term and long-term time horizons and objectives	pay with performance	each NEO for accomplishments

Consistent with the Compensation Committee’s pay-for-performance philosophy, the Compensation Committee

considers the Company’s financial and operating performance, each NEO’s achievement of predetermined individual

performance measures, and market conditions when determining executive compensation. For 2025, the Compensation

Committee used a disciplined approach for determining each NEO’s compensation, based on the following general principles:

•Base salary should generally be an important but relatively small portion of total compensation;

•Annual cash incentive awards should be performance based;

•At least 50% of total annual compensation should be “at risk” compensation in the form of equity in order to align

a significant amount of compensation with the interests of the Company’s stockholders;

•A portion of each NEO’s equity compensation should include long-term incentive awards that vest solely upon

the achievement of performance conditions; and

•Each NEO’s total compensation should include an evaluation of the officer’s individual performance, position,

tenure with the Company, experience, expertise, leadership, management capability, and contribution to

profitability, growth in FFO per share – diluted, as adjusted, NOI, Common Stock dividends per share, and long-

term stockholder value.


2026 Proxy Statement	64

COMPENSATION DISCUSSION AND ANALYSIS (continued)

As described above, for our Other NEOs (i.e., NEOs excluding our Executive Chairman and our Chief Executive

Officer), the Compensation Committee has continued to consider a more formulaic approach to annual incentive

compensation. The Chair of the Compensation Committee has specifically discussed the existing holistic approach with

stockholders during our extensive stockholder outreach program, and stockholders have continued to express (i) support for

our current compensation program, (ii) hesitation to micromanage our business by insisting upon a rigid, formulaic approach,

and (iii) support for the Compensation Committee’s structuring of our executive compensation program in a manner it believes

to be in the best interests of the Company. Accordingly, for 2025, the Compensation Committee maintained its comprehensive

and holistic approach that has proved effective in retaining a team of Other NEOs with significant tenure. Our executive team’s

experienced leadership has been, and will continue to be, instrumental to the Company’s long-term success. The key

attributes of this approach for Other NEOs are as follows:

•Holistic review — The Compensation Committee performs a holistic review of each NEO’s performance and does

not assign specific weights to any particular factor.

•Reflection of corporate and individual performance — Compensation is not based on a rigid formula or

benchmark but reflects individual and corporate performance; each NEO’s total annual compensation varies with

the Company’s performance for the year in question.

•Effective retention — Each NEO has unique skill sets in the business of owning and operating essential real

estate for the broad and diverse life science industry. These skills are easily transferable to a variety of direct

competitors, as well as other businesses. Our NEOs’ tenures with the Company average 21 years, which the

Compensation Committee attributes, in part, to an effective executive compensation program.

Role of the Compensation Consultant

The Company continued in 2025 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. In this role,

FTI advised on various executive compensation matters during 2025, including peer group identification, compensation and

benefits payable to each NEO upon certain termination events, and market-competitive compensation data and

recommendations provided to the Board. The Compensation Committee has considered and assessed all relevant factors,

including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a

potential conflict of interest with respect to FTI’s work. The Compensation Committee determined, based on its analysis of

these factors, that the work of FTI, and the individual compensation advisors employed by FTI as compensation consultants,

does not create any conflict of interest.

Role of Our Named Executive Officers

Mr. Marcus reviews in depth the performance of our Chief Executive Officer and the Other NEOs with the

Compensation Committee and makes compensation recommendations to the Compensation Committee for its review and final

determination. The NEOs and the Company’s finance and talent management teams provide market and Company-specific

information to the Compensation Committee that it uses in determining each NEO’s compensation in light of the Company’s

relative and absolute performance and individual contributions.


2026 Proxy Statement	65

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Compensation Peer Group

The Compensation Committee conducts a comprehensive review of executive compensation programs of other

publicly traded REITs as an informal “market check” to assess prevailing compensation practices, pay levels, and target

incentive opportunities. This review is intended to ensure that our compensation program remains competitive and aligned with

our “Compensation Philosophy” described on page 63. While market data is an important reference point in the Compensation

Committee’s decision-making process, it is only one of several factors considered, and it does not, by itself, determine

compensation outcomes.

In selecting the compensation peer group, the Compensation Committee first considers publicly traded equity REITs

that own laboratory or life science space. Given the limited number of such REITs, the Compensation Committee then

considers other publicly traded equity REITs of comparable size and operational scale in terms of equity capitalization

(generally ranging from approximately 0.25x to 4.0x of our size), and total revenues and/or total assets (generally ranging from

approximately 0.4x to 2.5x of our size). The Compensation Committee also considers S&P 500 REITs and REITs with

investment-grade credit ratings that compete with us for executive talent possessing the specialized skills necessary to

maintain an investment grade credit rating and to execute our development, redevelopment, and other long-term business

objectives. This approach provides a balanced and relevant market comparison reflective of the operational, financial, and

strategic complexities inherent in managing a large equity REIT.

For 2025, the Compensation Committee updated our compensation peer group, replacing companies that no longer

met our size and business criteria with those that did. The Compensation Committee also expanded the compensation peer

group from 10 to 14 members to better align with prevalent market practice among large equity REITs and enhance the

robustness of market comparisons.

The Compensation Committee identified the following companies as our compensation peer group for 2025 (the

“2025 Peer Group”) to support its ongoing objective of establishing a fair, competitive, and market-aligned executive

compensation program:


Compensation Peer Group		Owns Laboratory or Life Science Space	S&P Credit Rating	S&P 500 Company
BXP, Inc.	BXP	✓	BBB	✓
Crown Castle Inc.	CCI		BBB	✓
Equity Residential	EQR		A-	✓
Extra Space Storage Inc.	EXR		BBB+	✓
Healthpeak Properties, Inc.	DOC	✓	BBB+	✓
Host Hotels & Resorts, Inc.	HST		BBB-	✓
Invitation Homes Inc.	INVH		BBB	✓
Iron Mountain Incorporated	IRM		BB-	✓
Kimco Realty Corporation	KIM		BBB+	✓
UDR, Inc.	UDR		BBB+	✓
Ventas, Inc.	VTR	✓	BBB+	✓
Vornado Realty Trust	VNO		BB+
W. P. Carey Inc.	WPC		BBB+
Weyerhaeuser Company	WY		BBB	✓
Alexandria	ARE	✓	BBB+	✓
ARE Percentile Rank:
Total Revenue		50th Percentile
Equity Capitalization(1)		50th Percentile

As of/for the year ended December 31, 2024.

(1)Total equity capitalization represents the outstanding shares of Common Stock multiplied by the closing price as of December 31, 2024.


2026 Proxy Statement	66

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Key Elements of the Executive Compensation Program

Our executive compensation program consists of three principal components, summarized in the table below, that we

believe together emphasize long-term performance and creation of long-term stockholder value. The percentages in the table

below reflect the actual base salary earned, the actual cash incentives paid, and the grant date fair value of equity awards, in

each case as reported in our “Summary Compensation Table” for 2025 on page 100.


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	Short- Term	Annual Cash Incentive Awards(1)	●	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.

11%

13%

34%

20%

55%

67%

(1)Refer to “Summary Compensation Table” on page 100 for the detail of each NEO’s annual cash incentive award.


		= Executive Chairman and Chief Executive Officer
		= Other NEOs


2026 Proxy Statement	68

COMPENSATION DISCUSSION AND ANALYSIS (continued)

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

Structure and Target Value of Executive Chairman’s and Chief Executive Officer’s 2025 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 2025, 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 2025, Messrs. Marcus and Moglia were eligible for the following threshold, target, and maximum percentages of

their base salaries:


				2025 Cash Incentive Award Opportunity

Level		Percentage of Base Salary		Mr. Marcus	Mr. Moglia
	Threshold ......................................................................		75%	$1,008,750	$630,000
	Target .............................................................................		150%	$2,017,500	$1,260,000
	Maximum .......................................................................		225%	$3,026,250	$1,890,000

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 2025 Peer Group, as disclosed in proxy statements filed by the peer companies in 2025:


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
Crown Castle Inc. .................................................................	126%	$1,136,066	221%	$1,988,116
Equity Residential .................................................................	225%	$2,025,000	450%	$4,050,000
Extra Space Storage Inc. ....................................................	175%	$1,575,000	219%	$1,968,750
Healthpeak Properties, Inc. .................................................	153%	$1,150,000	272%	$2,041,250
Host Hotels & Resorts, Inc. .................................................	175%	$1,925,000	350%	$3,850,000
Invitation Homes Inc. ............................................................	200%	$2,000,000	400%	$4,000,000
Iron Mountain Incorporated .................................................	175%	$2,100,000	372%	$4,462,500
Kimco Realty Corporation ...................................................	180%	$1,800,000	360%	$3,600,000
UDR, Inc. ................................................................................	233%	$2,100,000	467%	$4,200,000
Ventas, Inc. ............................................................................	200%	$2,236,000	360%	$4,024,800
W.P. Carey Inc. ......................................................................	150%	$1,500,000	500%	$5,000,000
Weyerhaeuser Company .....................................................	165%	$2,145,000	330%	$4,290,000
Vornado Realty Trust ............................................................	N/A(1)	N/A(1)	N/A(1)	N/A(1)

Average (excluding Alexandria) ..........................................	185%	$1,849,390	359%	$3,615,417
50th Percentile (excluding Alexandria) ..............................	175%	$2,000,000	360%	$4,000,000

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


2026 Proxy Statement	69

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Corporate Performance Component of Executive Chairman’s and Chief Executive Officer’s 2025 Cash Incentive Awards

For 2025, 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.

2025 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 2025 budgets. The 2025 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 2025 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 2025 Peer Group’s relative performance, as compared to the Company’s

performance, in 2024 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

2024 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 2025 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 solid operating

and financial year-over-year performance on behalf of the Company, considering the macro and regulatory

challenges facing life science real estate. As a result, 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 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 2025 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 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.


2026 Proxy Statement	70

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2025 Balance Sheet Management Goals

The 2025 balance sheet management goals established by the Compensation Committee were strategically aligned

with the following objectives:

•Liquidity, net debt to Adjusted EBITDA, fixed-charge coverage ratio, and appropriate execution of capital plan

represent key credit considerations for our overall investment-grade credit ratings from S&P Global Ratings and

Moody’s Ratings; and

•Balance sheet management goals are generally based upon performance through December 31, and therefore,

goals reflect flexibility to accommodate strategic decisions that may temporarily impact goals for a very narrow

point in time. For example, an important real estate acquisition may arise late in the calendar year, and although

the acquisition may be strategic and focused on generating long-term value, the timing of the real estate

acquisition may result in slight, temporary adjustments to our balance sheet metrics, with no change in our long-

term balance sheet management goals.

The following table reflects the threshold, target, and maximum achievement levels established by the Compensation

Committee, as well as the relative weighting and actual achievement of each of our 2025 balance sheet management goals.


Alexandria’s Actual 2025 Performance

(1)This goal was based upon the strategy to maintain a range of liquidity of one to two years primarily to fund construction and normal debt maturities.

(2)Net debt to Adjusted EBITDA ratio is the lower of the three months ended December 31, 2025 annualized, or the trailing 12 months. Fixed-charge coverage

ratio is the higher of the three months ended December 31, 2025 annualized or the trailing 12 months. These goals were established to maintain one of the top

credit profiles in the REIT industry. Refer to “Net debt and preferred stock to Adjusted EBITDA” and “Fixed-charge coverage ratio” in the “Definitions and

Reconciliations” section of this Proxy Statement for additional information.

(3)This goal provided the Compensation Committee with discretion to evaluate how well the executives executed strategic capital decisions through

December 31, 2025, taking into consideration appropriate adjustments in strategy to address changes in the financial and debt and equity capital markets,

including the balance of pricing, tenure, capital structure, long-term capital alternatives, and maturity profile. For information regarding achievement of this goal

in 2025, refer to the discussion below under “Goal: Raising capital and further strengthening our long-term capital structure.”


2026 Proxy Statement	71

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2025 Profitability and NAV-Related Goals

Profitability and NAV-related goals are specific to each performance year and therefore will vary from year to year.

Key considerations each year, however, include, among others, key leasing to high-quality tenants, some of which may not be

investment-grade rated, occupancy and temporary vacancy during the year related to re-tenanting space, and the volume of

contractual lease expirations at the beginning of each year. We also consider the consistency of profitability and NAV over time

as opposed to strong growth following periods of significant decline in profitability and NAV.

The 2025 profitability and NAV-related goals established by the Compensation Committee were strategically aligned

with the following objectives:

•Recognition that our NEOs have achieved strong operating and financial performance over multiple years, as

opposed to outperformance following years of underperformance, and recognition of the need for flexibility to

accommodate short-term changes without impacting long-term goals;

•High-quality and stable cash flows from a REIT industry-leading, high-quality tenant base with 53% of annual

rental revenue from investment-grade or publicly traded large equity cap tenants as of December 31, 2025;

•Focus on retaining significant cash flows provided by operating activities after dividends for reinvestment;

•Adjusted EBITDA margin for the Company that ranks among the top of our 2025 Peer Group and is consistent

with the strength of our credit profile; and

•Flexibility in a particular year while maintaining a strong long-term Adjusted EBITDA margin.

The following table reflects the threshold, target, and maximum achievement levels established by the Compensation

Committee, as well as the relative weighting and actual achievement of each of our 2025 profitability and NAV-related goals.


Alexandria’s Actual 2025 Performance

The Percentage of Total Annual Rental Revenue from Investment-Grade or Publicly Traded Large Cap Tenants goal was established to maintain our REIT industry-

leading percentage. Refer to “Annual rental revenue” and “Investment-grade or publicly traded large cap tenants” in the “Definitions and Reconciliations” section of

this Proxy Statement.

(1)The greater of the three months ended December 31, 2025 annualized or the trailing 12 months. Actual 2025 performance result of 71% represents Adjusted

EBITDA – for the fourth quarter of 2025 annualized.


2026 Proxy Statement	72

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2025 Environmental and Sustainability Goals

As discussed above, the remaining 20% of the Corporate Performance Component of Messrs. Marcus’s and Moglia’s

2025 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’ 2025 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.


	2025 Environmental and Sustainability Goals	Alexandria’s Actual 2025 Performance

Environmental and Sustainability Goals	Continued pursuit of LEED certification for new Class A/A+ development and redevelopment properties.	•For properties owned as of December 31, 2025, we achieved a 18% increase in the number of properties certified or pursuing LEED certifications in 2025. •15 Necco Street, a state-of-the-art R&D facility totaling 345,996 RSF in our Seaport Innovation District submarket in Greater Boston, earned LEED Platinum certification, the highest certification level under the U.S. Green Building Council’s Core and Shell rating system.
	Continued progress on carbon reduction strategy, as outlined in our annual corporate responsibility report, and enhancement of programming and disclosures in our annual corporate responsibility report, including consideration of guidelines from the Taskforce on Climate-related Financial Disclosures (TCFD).	•In the 2025 GRESB Real Estate Assessment, we received the GRESB Green Star designation for the ninth consecutive year. We also earned an “A” disclosure score for the eighth consecutive year, signifying best-in-class transparency regarding our sustainability practices and reporting. •In 2025, Alexandria’s long-standing sustainability leadership and performance was reinforced through multiple achievements: •325 Binney Street, a LEED Platinum certified R&D center on the Alexandria Center® at One Kendall Square Megacampus in Cambridge, earned a 2025 International Institute for Sustainable Laboratories (I2SL) Lab Buildings and Projects Award for New Construction. The ultra- efficient facility’s design achieved an estimated 97% emissions reduction relative to the 2020 Massachusetts Energy Stretch Code baseline and utilizes 100% renewable energy. •We reduced operational GHG emissions intensity by 18% from 2022 to 2024, representing ongoing progress toward our 30% reduction target by 2030 relative to a 2022 baseline.
	Continued pursuit of Fitwel and WELL certifications for healthy buildings, which recognize industry-leading approaches to the health, wellness, and productivity of the Company’s employees and tenants in the workplace.	For properties owned as of December 31, 2025, we achieved a 4% increase in the number of properties certified or pursuing Fitwel certifications in 2025.

12%

Based on its assessment of the achievements summarized in the table above, the Compensation Committee

determined in early 2026 that Messrs. Marcus and Moglia had earned 225% of the target level of the environmental and

sustainability metric of their 2025 annual cash incentive awards.


2026 Proxy Statement	73

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2025 Cash Incentive Award Decisions for Executive Chairman and Chief Executive Officer

Considering the challenging macroeconomic and regulatory environment described under “Business Performance

Overview“ section on p.38, the Company has delivered solid multiyear operating and financial performance, including in 2025.

Due to the continued strong operating and financial performance in 2025, the achievement of the corporate performance goals

at the maximum level for all seven goals, the environmental and sustainability progress made as discussed above, and the

continued strong individual performance of Messrs. Marcus and Moglia in 2025, as discussed below, which resulted in each

NEO earning the maximum achievement level with respect to the individual performance component of their respective 2025

annual cash incentive awards, the Compensation Committee awarded Mr. Marcus an annual cash incentive award of

$3,026,250 and Mr. Moglia an annual cash incentive award of $1,890,000.

Individual Performance Component of Executive Chairman’s and Chief Executive Officer’s 2025 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 2025 that align with the Company’s key business objectives of creating value for, and

promoting the interests of, our stockholders.


2026 Proxy Statement	74

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Mr. Marcus’s 2025 Goals and Assessment of 2025 Performance

The 2025 individual goals established for Mr. Marcus by the Compensation Committee focused on key leadership in

the continued pursuit of maximizing long-term stockholder value. The performance goals established for Mr. Marcus in early

2025, and the achievement of each goal as determined by the Compensation Committee in early 2026, were as follows:

Goal: Direct the long-term strategy of the Company and oversee strategic business matters

Mr. Marcus led the execution of the following initiatives focused on the long-term strategy of the Company in 2025:

•Implemented and oversaw the differentiated business strategy that drove the Company’s strong multiyear

operating and financial performance, resulting in a growth in FFO per share – diluted, as adjusted of 23% for the

five-year period ended December 31, 2025.

•As of December 31, 2025, the Company’s asset base aggregated 59.4 million SF, including 35.9 million RSF of

operating properties, 3.5 million RSF of Class A/A+ properties undergoing construction, and 20.0 million SF of

future development projects. 77% of our total development and redevelopment pipeline RSF is within our

Megacampus ecosystems, which represent cluster campuses that consist of approximately 1 million RSF or

more, including operating, active development/redevelopment, and land RSF less operating RSF expected to be

demolished.

•Took advantage of a favorable debt capital market environment in early 2025 and issued unsecured senior notes

payable aggregating $550.0 million due 2035, with an interest rate of 5.50%.

•Strongly executed our 2025 capital strategy, driven primarily by dispositions of non-core assets and land, and by

sales to owners/users, generating $1.81 billion of capital for reinvestment into our development and

redevelopment projects and recognized gain on sales of real estate of $642.4 million.

•Executed long-term leases aggregating 4.2 million RSF with a weighted-average lease term of 11.9 years for

2025. 82% of our leasing activity in 2025 was generated from our existing tenant base.

•Oversaw strategic growth initiatives in each region, including Greater Boston, the San Francisco Bay Area, San

Diego, Seattle, Maryland, Research Triangle, New York City, and Texas; oversaw the Company’s New York City

regional strategic operations.

•During 2023-2025, our leasing volume in Greater Boston, the San Francisco Bay Area, and San Diego

represented approximately 94% of the combined leasing volume of the five next largest life science real estate

owners in those markets (by RSF leased).

•Generated incremental annual NOI from 2025 development and redevelopment projects placed into service,

aggregating 852,764 RSF that are 97% occupied across multiple submarkets, of $78 million.

Goal: Streamlining business processes leading to decrease in general and administrative expenses

In 2025, Mr. Marcus oversaw the implementation of comprehensive cost-control and efficiency initiatives to reduce

Company’s expenditures, including general and administrative expenses. These measures provided savings during

the year ended December 31, 2025, with general and administrative expenses decreasing to 5.6% of NOI in 2025 –

the lowest level in the past ten years for the Company and approximately half the average of other S&P 500 REITs.

Based on the midpoint of the Company’s 2026 guidance, these initiatives are expected to generate approximately

$76 million of cumulative general and administrative expense savings across 2025 and 2026 compared to 2024

general and administrative expense levels.

Goal: Maintaining high operating margins

Under Mr. Marcus’s leadership, the Company achieved solid NOI margin of 70%, same property operating margin of

68%, and Adjusted EBITDA margin of 71% for the year ended December 31, 2025.

Goal: Lead the venture investments strategic core business vertical and life science ecosystem outreach

Mr. Marcus led the execution of the venture investments strategic core business vertical focused on providing long-

term investment capital to disruptive life science companies advancing transformative new modalities, platforms, and

innovative medicines to meaningfully improve human health. Alexandria’s life science venture investment activity

focuses on groundbreaking therapeutic platforms with immense potential to address a wide array of diseases. As of

and for the year ended December 31, 2025, Alexandria’s unrealized and realized gains on non-real estate

investments aggregated $133.4 million and $115.7 million, respectively.


2026 Proxy Statement	75

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Goal: Lead the thought leadership strategic core business vertical

Alexandria was awarded the 2025 Charles A. Sanders, MD, Partnership Award by the FNIH. The prestigious award

recognizes Alexandria's significant contributions to the FNIH's work, under the leadership of Mr. Marcus, in

accelerating biomedical innovation, epitomized by the Company's leadership in catalyzing a mission-critical public-

private partnership with the FNIH to build a precision medicine framework for depression to address the urgent need

for new, more effective medicines for patients.

Mr. Marcus also directed the 2025 Alexandria Policy Summit: Mission-Critical Policies to Advance USA Life Science

Innovation. The Summit convened key stakeholders representing academia, biopharma, government, patient

advocates, and venture capital in Washington, DC to discuss the critical pillars of the life science industry including

strong basic and translational research, robust funding for life science companies, ensuring a reliable and consistent

regulatory environment, and reimbursement of innovative medicines.

Goal: Oversee and inspire leadership, culture, management, mission, and retention

Mr. Marcus led the training, education, mentoring, growth, and retention of our entire team. Mr. Marcus managed the

career development of the Company’s NEOs and senior officers. Leadership, mentorship, and career development of

the NEOs and senior officers are of strategic importance to Mr. Marcus and the Board, as well as to the long-term

success of the Company. Mr. Marcus has consistently been effective in this important area, as evidenced by our low

attrition rate and history of finding highly qualified candidates for promotion from within our strong bench. Our Other

NEOs have an average tenure with the Company of about 17 years. Executive and senior management have an

average tenure with the Company of about 14 years.

Goal: Lead the corporate responsibility strategic core business vertical with emphasis on environmental sustainability and

corporate responsibility and philanthropy

Integral to Alexandria’s mission is its leadership in fostering collaborations that meaningfully improve human health. In

2025, Alexandria continued its pioneering public-private partnership with the FNIH focused on leveraging precision

medicine to deepen scientific understanding of depression and revolutionize patient care. The first-of-its-kind initiative

is being developed in collaboration with government, research institutions, life science entities, and patient advocates.

The bold program aims to pave the way for a future where major depressive disorder is effectively treated at an

individual level, rather than by a one-size-fits-all approach.

Goal: Effective communication with investors, analysts, and the general public and providing of insight into the Company’s

strategy for mission-critical activities

Mr. Marcus was an active participant in a substantial portion of the over 200 investor and analyst meetings held by

the Company during 2025, including the Company’s annual Investor Day meeting in December 2025.


2026 Proxy Statement	76

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Mr. Moglia’s 2025 Goals and Assessment of 2025 Performance

The 2025 individual goals established for Mr. Moglia by the Compensation Committee focused on key leadership in

the continued pursuit of maximizing long-term stockholder value. The performance goals established for Mr. Moglia in early

2025, and the achievement of each goal as determined by the Compensation Committee in early 2026, were as follows:

Goal: Supporting our selective development strategy focused on high-quality properties that are well positioned within our

identified core markets, have high-quality tenants in place, offer attractive returns on our investments, and drive the cost-

effective completion of the Company’s development and redevelopment properties

Mr. Moglia provided leadership, oversight, and strategic execution of the Company’s selective construction of new

Class A/A+ properties through development and redevelopment projects on collaborative Megacampus ecosystems

in AAA life science innovation cluster locations. Additionally, Mr. Moglia provided leadership and oversight of the

leasing strategy for these properties, focusing on high-quality tenants, high-quality cash flows, and attractive returns

on the Company’s investment. These efforts resulted in the following achievements during 2025:

•As of December 31, 2025, the Company’s asset base aggregated 59.4 million SF, including 35.9 million RSF of

operating properties, 3.5 million RSF of Class A/A+ properties undergoing construction, and 20.0 million SF of

future development projects.

•Led the Company’s strategy for Megacampus design, building design, and placemaking across each of our life

science cluster markets. As of December 31, 2025, the Company’s Megacampus properties accounted for 78%

of the Company’s total annual rental revenue.

•Execution of long-term leases aggregating 4.2 million RSF with a weighted-average lease term of 11.9 years.

82% of our leasing activity in 2025 was generated from our existing tenant base.

•Execution of the largest life science lease in company history with a long-standing multinational pharmaceutical

tenant for a 16-year build-to-suit lease expansion aggregating 466,598 RSF located on the Campus Point by

Alexandria Megacampus in our University Town Center submarket.

•During 2023-2025, our leasing volume in Greater Boston, the San Francisco Bay Area, and San Diego

represented approximately 94% of the combined leasing volume of the five next largest life science real estate

owners in those markets (by RSF leased).

•Successful execution of our 2025 capital strategy, driven primarily by dispositions of non-core assets and land,

and by sales to owners/users, generating $1.81 billion of capital for reinvestment into our development and

redevelopment projects and recognized gain on sales of real estate of $642.4 million.

•The completed sale of two life science buildings, in which the Company held a 25% ownership interest,

aggregating 466,297 RSF, located at 409 and 499 Illinois Street in Mission Bay submarket, for an aggregate

gross sales price of $767.1 million, of which our share of the price (after seller credits) was $180.3 million.

Upon completion of the sale, we recognized a gain on sale of real estate $416.7 million, of which our share

was $103.9 million.

•Delivery of development and redevelopment projects aggregating 852,764 RSF, 97% occupied across multiple

submarkets, that generated incremental annual NOI of $78 million in 2025.

•Reduction in future construction funding requirements across the active pipeline as of December 31, 2025,

through the sale or designation as held for sale of three projects and by pivoting one project to a lower

investment strategy, enabling the redeployment of future construction savings and sales proceeds toward

opportunities aligned with our long-term Megacampus strategy.

•Reduced the overall size of our future construction funding needs on current development and

redevelopment projects by more than $300 million over the next few years.

•Reduced non-income-producing assets as a percentage of gross assets by 3% to 17%.

•As of December 31, 2025, the Company’s development and redevelopment pipeline of current projects that are

under construction is expected to generate incremental annual NOI aggregating $333 million, primarily

commencing from the 2026 through 2028. These projects aggregate 3.6 million RSF and are 46% leased/

negotiating.

Goal: Streamlining of business processes leading to decrease in general and administrative expenses

In 2025, Mr. Moglia oversaw the implementation of comprehensive cost-control and efficiency initiatives to reduce

Company’s expenditures, including general and administrative expenses. These measures provided savings during

the year ended December 31, 2025, with general and administrative expenses decreasing to 5.6% of NOI in 2025 –

the lowest level in the past ten years for the Company and approximately half the average of other S&P 500 REITs.


2026 Proxy Statement	77

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Based on the midpoint of the Company’s 2026 guidance, these initiatives are expected to generate approximately

$76 million of cumulative general and administrative expense savings across 2025 and 2026 compared to 2024

general and administrative expense levels.

Goal: Maintaining high operating margins

Under Mr. Moglia’s leadership, the Company achieved solid NOI margin of 70%, same property operating margin of

68%, and Adjusted EBITDA margin of 71% for the year ended December 31, 2025.

Goal: Solid rental rates on lease renewals and re-leasing of space

Mr. Moglia led the execution of leases aggregating 4.2 million RSF with a weighted-average lease term of 11.9 years

for 2025. This includes 1.2 million RSF executed during the three months ended December 31, 2025, with a

weighted-average lease term of 7.6 years. Of the total leases executed, 2.5 million RSF related to lease renewals and

re-leasing of space, 944,362 RSF related to leasing of previously vacant space, and 704,821 RSF related to leasing

in developed and redeveloped Class A/A+ properties. Rental rate growth on lease renewals and re-leasing of space

for 2025 was 7.0% and 3.5% (cash basis).

Goal: Raising capital and further strengthening our long-term capital structure

Under Mr. Moglia’s leadership, the Company successfully executed its 2025 capital strategy and further strengthened

its capital structure:

•Generated significant net cash flows from operating activities. In 2025, we funded approximately

$524.7 million of our equity capital needs with net cash flows provided by operating activities after dividends,

reduced by distributions to noncontrolling interests (excluding liquidating distributions from asset sales), and

excluding changes in operating assets and liabilities, as they represent timing differences.

•Advanced the Company’s capital recycling program. We completed real estate dispositions, primarily

consisting of non-core assets and land, as well as sales to users, generating $1.81 billion of capital for

reinvestment into our development and redevelopment projects.

•Optimized debt financing. In February 2025, we issued unsecured senior notes payable aggregating

$550.0 million, due 2035, with an interest rate of 5.50%. This issuance marked our tightest-ever spread to the 10-

year treasury rate, surpassing our previous record in September 2019 by 25 bps.

•Maintained a strong and flexible balance sheet with significant liquidity as of December 31, 2025:

•Our investment-grade credit ratings from S&P Global Ratings and Moody’s Ratings were BBB+ and Baa1,

respectively, ranking in the top 15% of all publicly traded U.S. REITs.

•Our significant liquidity of $5.3 billion, representing 3.7x our debt maturities through 2028, provides us the

flexibility to address our operational needs and to pursue strategic opportunities.

•Only 11% of our debt matures through 2028, reflecting a well‑laddered maturity profile.

•Maintained a 12.1-year weighted-average remaining term on outstanding debt, the longest among S&P 500

REITs.

•Our fixed-rate debt represented 97.2% of our total debt, providing predictable debt-service costs. Since

2021, our quarter-end fixed-rate debt has averaged 96.7%.

•Our net debt and preferred stock to Adjusted EBITDA ratio of 5.7x and fixed-charge coverage ratio of 3.7x

(fourth quarter of 2025 annualized).

•Preserved approximately $410 million of annual liquidity through dividend policy actions, reinforcing balance

sheet strength and supporting the 2026 capital plan.

Goal: Oversight of industry-leading sustainability initiatives and programming

As a member of Alexandria’s sustainability committee, Mr. Moglia supports our industry-leading sustainability

initiatives and programming, which directly benefit our tenants, employees, and communities and create long-term

value for our stockholders. During 2025, as a result of these efforts, we achieved the following:

•Eighth consecutive “A” disclosure score from GRESB signifying best-in-class transparency regarding our

sustainability practices and reporting.

•Ninth consecutive Green Star designation from GRESB.

•Earned BOMA (Building Owners and Managers Association) TOBY (The Outstanding Building of the Year)

Awards in the Life Science category. The TOBY Awards are the commercial real estate industry’s highest

recognition honoring excellence in commercial building management and operations.


2026 Proxy Statement	78

COMPENSATION DISCUSSION AND ANALYSIS (continued)

•8 Davis Drive on the Alexandria Center® for Advanced Technologies – Research Triangle Megacampus won

the prestigious 2025 International TOBY Award in the Life Science category.

•201 Haskins Way on the Alexandria Center® for Life Science – South San Francisco campus in the San

Francisco Bay Area was recognized by BOMA San Francisco.

•9605 Medical Center Drive on the Alexandria Center® for Life Science – Shady Grove Megacampus in

Maryland was recognized by local BOMA affiliate Apartment and Office Building Association of Metropolitan

Washington.

•In 2025, Alexandria was named one of Newsweek’s Most Trustworthy Companies in America for the third

consecutive year and one of only four S&P 500 REITs recognized in the real estate and housing category. The

Company was also named one of Newsweek’s World’s Most Trustworthy Companies for the second consecutive

year, underscoring the consistency of its reputation with customers, investors, and employees.

•15 Necco Street, a state-of-the-art R&D facility in our Seaport Innovation District submarket in Greater Boston,

earned LEED Platinum certification, the highest certification level under the U.S. Green Building Council’s Core

and Shell rating system. Home to the Lilly Seaport Innovation Center, the facility serves as the central hub for

Lilly’s genetic medicines efforts.

•325 Binney Street, a LEED Platinum certified R&D center on the Alexandria Center® at One Kendall Square

Megacampus in Cambridge, earned a 2025 International Institute for Sustainable Laboratories (I2SL) Lab

Buildings and Projects Award for New Construction. The ultra-efficient facility’s design achieved an estimated

97% emissions reduction relative to the 2020 Massachusetts Energy Stretch Code baseline and utilizes 100%

renewable energy.

Goal: Effective communication with Executive Chairman and the Board on matters of tactical and strategic importance,

including risk management matters

During 2025, Mr. Moglia participated in a substantial number of meetings held by the full Board and met frequently

with Mr. Marcus. These meetings covered many key topics, including matters of tactical and strategic importance

such as risk management.

Goal: Effective communication with investors, analysts, and the general public and providing of insight into the Company’s

strategy for mission-critical activities

Mr. Moglia engaged with investors and analysts frequently throughout the year with regard to the Company’s interests

and during various real estate investor conferences. He was an active participant in a significant portion of the over

200 investor and analyst meetings held by the Company during 2025 and the Company’s annual Investor Day

meeting in December 2025.


2026 Proxy Statement	79

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Annual Cash Incentive Awards for Other NEOs

The employment agreements for Messrs. Binda, Kass, Cole, 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 2025 was below this threshold.

2025 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 2025, 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 2025 in the amount of $995,000 to Mr. Binda,$1,750,000 to Mr. Kass, $750,000 to Mr. Cole, and $585,000 to Mr.

Diamond. Annual cash incentives awarded to Other NEOs are subject to a maximum of 300% of their respective base salaries.


2026 Proxy Statement	80

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Individual Performance Component of Our Other NEOs’ 2025 Cash Incentive Awards

In early 2025, the Compensation Committee established the following individual performance goals for each of our

Other NEOs to form the basis for the Compensation Committee’s annual cash incentive award determinations for 2025. The

performance goals were intended to be challenging, and they varied for each Other NEO based upon his role and

responsibilities.


Goal	Marc E. Binda	Hunter L. Kass	John Hart Cole	Lawrence J. Diamond
Oversight of financial strategy and planning	●
Management of the Company’s capital structure	●
Maintenance of a strong and flexible balance sheet	●
Effective communication with executive management on matters of tactical and strategic importance	●	●	●	●
Active engagement with investment community	●	●	●
Oversight of industry-leading sustainability initiatives and programming	●
Oversight of cybersecurity initiatives and safeguards	●
Expansion of expertise in Megacampus design, building design, and placemaking strategy across each of our life science cluster markets		●
Solid change in same property NOI		●	●	●
Maintaining solid NOI margin		●	●	●
Solid growth in rental rates on lease renewals and re-leasing of space		●	●	●
Maintaining solid occupancy		●	●	●
Achieving high pre-leasing and/or a high leased percentage of value-creation projects (ground-up development and/or redevelopment)		●	●
Oversight and execution of development and redevelopment projects at solid returns on investment		●	●
Execution of selective real estate dispositions to enable capital allocation into high-value Class A/A+ properties		●	●	●

Each of the Other NEOs’ achievements with respect to his respective 2025 performance goals are described below.


2026 Proxy Statement	81

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Mr. Binda’s 2025 Goals and Assessment of 2025 Performance

Overview. As Chief Financial Officer and Treasurer, Mr. Binda directed the Company’s financial strategy and

execution in a challenging capital markets environment, including liquidity management, capital allocation, financing, and

balance sheet stewardship. He worked closely with the Executive Chairman, Chief Executive Officer, and other NEOs to

develop and implement strategic priorities, including 2025 and 2026 capital plans.

Mr. Binda played a central role in overseeing the Company’s financial operations, including the implementation of

financial strategies and maintenance of accounting practices and procedures. In 2025, Mr. Binda served as an effective and

responsive organizational leader in all the Company’s financial matters, risk management, and internal controls. He also

managed the Company’s engagements with the financial community, regularly working alongside the Executive Chairman,

Chief Executive Officer, and other NEOs to foster relationships with analysts and stockholders. Under Mr. Binda’s leadership,

the Company maintained its investment-grade credit profile of BBB+ from S&P Global Ratings and Baa1 from Moody’s Ratings

as of December 31, 2025, ranking in the top 15% among all publicly traded U.S. REITs.

In 2025, the Company executed its financial and operating strategy and accessed and optimized multiple sources of

capital strategically important to its long-term capital structure. Collectively, these actions preserved balance sheet strength

and liquidity, advanced capital recycling, optimized financing, improved cost discipline, and enhanced financial flexibility to

support execution of the Company’s 2026 capital plan.

Specific Individual Goals. The 2025 individual goals established for Mr. Binda in early 2025, and the achievement of

each goal as determined by the Compensation Committee in early 2026, were as follows:

Goal: Oversight of financial strategy and planning

Mr. Binda oversaw financial and operating strategy and planning. He was responsible for the disciplined management

of key metrics across financial and operational performance, including leasing, same property NOI performance,

construction (development and redevelopment), acquisitions, dispositions, debt and equity capital, as well as tenant

collections. This oversight, combined with the execution of our strategy by our entire team, enabled the Company to

achieve the following results, even as overall life science real estate supply has increased and demand has

decreased, within a challenging macroeconomic, regulatory, policy, and political environment:

•Leasing volume aggregating 4.2 million RSF for the year ended December 31, 2025.

◦Weighted-average lease term of 11.9 years for leases executed during the year ended December 31,

2025.

◦In July 2025, we executed the largest life science lease in Company history with a long-standing

multinational pharmaceutical tenant for a 16-year build-to-suit lease expansion aggregating 466,598

RSF on the Campus Point by Alexandria Megacampus in our University Town Center submarket.

◦During 2023-2025, our leasing volume in Greater Boston, the San Francisco Bay Area, and San Diego

represented approximately 94% of the combined leasing volume of the five next largest life science real

estate owners in those markets (measured by RSF leased; source: Alexandria proprietary market

database).

•Rental rates on lease renewals and re-leasing of space increased by 7.0% and 3.5% (cash basis) for the year

ended December 31, 2025.

•Occupancy of 90.9% as of December 31, 2025.

•86% of development and redevelopment projects under construction that are expected to stabilize in 2026 are

leased or under lease negotiation, excluding one project for which we are evaluating business strategy.

•Expected incremental annual net operating income from projects anticipated to be placed into service from 2026

to 2028:

◦$97 million from deliveries in 2026.

◦$123 million from 2027-2028 deliveries.

◦$113 million from 2026-2028 deliveries of four additional projects which are under business strategy

evaluation.

•In 2025, tenant relationships and collections remained strong:

◦82% of our leasing activity was generated from our existing tenant base.


2026 Proxy Statement	82

COMPENSATION DISCUSSION AND ANALYSIS (continued)

◦As of December 31, 2025, 84% of our top 20 tenants’ annual rental revenue was derived from

investment-grade or publicly traded large-cap companies.

◦Our tenant collections have remained consistently high, averaging 99.8% since the beginning of 2021

through December 31, 2025.

Goal: Management of the Company’s capital structure; maintenance of a strong and flexible balance sheet

Under Mr. Binda’s leadership, the Company successfully executed its 2025 capital strategy and further strengthened

its capital structure:

•Generated significant net cash flows from operating activities. In 2025, we funded approximately

$524.7 million of our capital needs with net cash flows provided by operating activities after dividends, reduced

by distributions to noncontrolling interests (excluding liquidating distributions from asset sales), and excluding

changes in operating assets and liabilities, as they represent timing differences.