ALEXANDRIA REAL ESTATE EQUITIES RE (ARE)
Sector: Real Estate
2026 Annual Meeting Analysis
ALEXANDRIA REAL ESTATE EQUITIES RE · Meeting: May 13, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Marcus has served since 1994 and bears full accountability for ARE's catastrophic stock performance: over the past three years the stock fell roughly 58.5% while the peer group median rose 14.4%, a gap of 72.9 percentage points — far exceeding the 20-point trigger threshold for companies with negative absolute returns — and the five-year record is equally poor (gap of 67.2pp), so no long-term mitigant applies.
Hash has served since 2013 and his tenure fully overlaps the severe underperformance period; ARE's three-year TSR is approximately 58.5% negative while the peer group median is positive 14.4%, a 72.9-percentage-point gap well above the 20-point trigger, and the five-year gap of 67.2pp is equally disqualifying, so no mitigating long-term track record exists.
Cain has served since 2015 and his tenure fully covers the three-year underperformance window; ARE's three-year TSR is deeply negative at -58.5% against a peer median gain of 14.4%, producing a 72.9-point gap far above the 20-point trigger, and the five-year gap of 67.2pp confirms this is not a transient decline.
Freire has served since 2012 and bears full responsibility for the underperformance period; ARE's three-year stock return is -58.5% versus a peer median of +14.4%, a 72.9-point shortfall that far exceeds the 20-point policy trigger, and the five-year gap of 67.2pp leaves no basis for a mitigating downgrade.
Klein has served since 2003, giving him complete overlap with the underperformance period; ARE's three-year return of -58.5% against a peer median of +14.4% represents a 72.9-point gap that far exceeds the 20-point trigger, and the five-year record of -67.2pp versus peers confirms sustained destruction of shareholder value.
McGrath joined in December 2023, which is now beyond the 24-month new-director exemption window; her tenure meaningfully overlaps the severe underperformance period in which ARE's stock fell -58.5% while peers gained 14.4% on average, a 72.9-point gap far above the 20-point trigger, and the five-year gap of 67.2pp removes any long-term mitigant.
Woronoff has served since 2017 and his tenure fully overlaps the three-year period in which ARE's stock declined -58.5% while the peer group median rose 14.4%, a 72.9-point gap far exceeding the 20-point trigger; the five-year relative gap of 67.2pp confirms the underperformance is sustained, leaving no basis for a mitigating adjustment.
For Analysis
Dr. Aldridge joined the board in March 2025, which is within the 24-month new-director exemption under our policy, so she cannot be held accountable for underperformance that predates her appointment; she also brings relevant AI and life science expertise.
Seven of eight director nominees should receive an AGAINST vote due to ARE's catastrophic stock underperformance: over the past three years the stock fell approximately 58.5% while the company's own compensation peer group median rose 14.4%, a 72.9-percentage-point gap that far exceeds the 20-point threshold triggered when a company's absolute three-year return is negative. The five-year gap of 67.2pp is equally severe, eliminating any long-term mitigant. Only Dr. Claire Aldridge, who joined the board in March 2025 and falls within the 24-month new-director exemption, earns a FOR vote. All votes against are based solely on the TSR trigger and are independent of the Say on Pay assessment.
Say on Pay
✗ AGAINSTCEO
Peter M. Moglia
Total Comp
$8,844,053
Prior Support
73%%
While ARE received 73% support on last year's Say on Pay vote (above the 70% threshold that would automatically trigger a No), the pay-for-performance alignment check independently warrants a No vote: the CEO received total compensation of approximately $8.84 million in a year when ARE's stock fell roughly 50% and the three-year total return of -58.5% trailed the company's own peer group median by nearly 73 percentage points — one of the largest gaps we have observed. The proxy discloses that the company engaged with shareholders representing 65% of shares and made some structural improvements, including reducing CEO pay by 14% and increasing performance-based weighting, but these adjustments are insufficient to offset the fundamental failure of incentive pay to reflect the shareholder experience when executives received meaningful above-target compensation while shareholders lost more than half their investment over three years. The incentive structure is not adequately aligned with shareholder outcomes, and we vote AGAINST.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,695,551
Non-Audit Fees
$1,860,572
The combined non-audit fees for 2025 (tax fees of $1,732,915 plus audit-related fees of $127,657, totaling approximately $1,860,572) represent roughly 69% of the core audit fees of $2,695,551, which exceeds the 50% threshold under our policy and raises concerns about whether EY's financial relationship with the company has grown large enough to compromise its independence; accordingly, we vote AGAINST ratification. Auditor tenure was not explicitly disclosed in the proxy, so the tenure trigger cannot be applied, but the fee ratio alone is sufficient to warrant a No vote.
Overall Assessment
The 2026 ARE annual meeting ballot presents three standard proposals; our policy drives AGAINST votes on six of eight director candidates (with one exempt new director and the founder/executive chairman also warranting AGAINST), AGAINST on auditor ratification due to non-audit fees representing approximately 69% of audit fees, and AGAINST on Say on Pay due to severe pay-for-performance misalignment in a year when the stock fell 50% and three-year returns trailed the peer group by nearly 73 percentage points. Only Dr. Claire Aldridge, who joined the board in March 2025 and is within the new-director exemption window, receives a FOR vote among the director slate.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing