Not independent
Tenure on this board
31.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay); and ratify Ernst & Young LLP as the Company’s independent registered public accountants for fiscal 2026.
Elect eight directors (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) to serve until the next annual meeting and until their successors qualify.
A non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (a annual 'say-on-pay' vote).
This management proposal asks shareholders to cast a non‑binding advisory vote to approve the compensation of the Company’s named executive officers (NEOs) as disclosed in the proxy materials. Management seeks investor endorsement of a pay program that it contends is heavily performance‑based — with a majority of pay delivered in equity and substantial portions subject to multi‑year performance vesting and a one‑year post‑vesting holding requirement — and that links awards to metrics such as FFO per share, Adjusted EBITDA margin, net debt to Adjusted EBITDA, and absolute and relative TSR. The Compensation Committee emphasizes pay‑for‑performance features including forfeiture mechanics (noting significant forfeitures of prior awards when targets were not met), long combined vesting and holding periods, and dividend forfeiture on unvested awards to reinforce alignment with shareholder outcomes. The proxy highlights extensive stockholder outreach after prior say‑on‑pay votes and states that changes to program mechanics and enhanced disclosures were made in response to investor feedback. Management frames the advisory vote as a validation of the program’s governance features (clawbacks, anti‑hedging/pledging, ownership guidelines) and its role in retention for long‑tenured executives critical to Alexandria’s Megacampus strategy. While non‑binding, a favorable vote would signal stockholder support and reduce the likelihood of substantive program changes; conversely, a material negative vote would prompt the Committee to evaluate shareholder concerns and consider adjustments. Key risk factors for investors evaluating the proposal include recent industry headwinds, realized and unrealized investment volatility, substantial impairment charges in 2025, and reductions in realized payout values due to market performance — factors that materially depressed realized executive pay in recent years despite target grant values. The Board recommends FOR because it believes the program appropriately balances near‑term operational objectives and long‑term value creation, and because it has modified plan design to increase performance weighting, extend holding horizons, and enhance disclosure following investor engagement. The proposal requires a majority of votes cast to approve and is advisory in nature, meaning the Board retains discretion to act but commits to consider the vote outcome in future compensation decisions.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.95% | 13,849,551 | $643M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.16% | 10,742,559 | $499M |
| 3 | STATE STREET CORP | 6.12% | 10,662,463 | $503M |
| 4 | APG Asset Management US Inc. | 4.01% | 6,981,310 | $302M |
| 5 | BlackRock, Inc. | 3.83% | 6,671,877 | $310M |
| 6 | BlackRock, Inc. | 3.32% | 5,793,749 | $269M |
| 7 | Invesco Ltd. | 2.42% | 4,217,751 | $196M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 3,992,241 | $185M |
| 9 | Capital World Investors | 1.85% | 3,228,259 | $150M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.54% | 2,688,251 | $125M |
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