Separate Chair & CEO | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Alexandria Real Estate Equities</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. </p>
<p dir=”ltr”>This may be a particularly good time to consider the merits of this proposal. Alexandria Real Estate Equities stock was at $224 in 2022 and fell to $75 in late 2025 despite a robust stock market. ARE’s share price fell 28% in the first half of 2025.</p>
<p dir=”ltr”>Unfavorable news reports regarding ARE emerged in 2025. </p>
<p dir=”ltr”>In its Q2 2025 earnings report, ARE reported a net loss of -$0.64 per share, significantly missing analyst expectations of a positive +$0.59. ARE’s occupancy rate fell to 90% in Q2 2025, a 90-basis-point drop from the previous quarter. This drop was driven by tenants vacating a significant amount of space, leading to a negative same-property net operating income.<br><br>ARE Management revised downward its full-year 2025 core funds from operations guidance. ARE cited slower leasing activity, lower straight-line rent, and higher interest expenses as reasons.<br><br>A continuing oversupply of lab and office space, a lingering effect of the post-pandemic market, is creating pressure on occupancy rates across the industry. ARE faces stiff competition for tenants.<br><br>Ongoing weakness in the public biotech market, with few initial public offerings, is negatively affecting funding for many of ARE’s potential tenants. This “risk-off” environment means that tenants are making slower decisions on leasing new space. High interest rates are impacting capital markets and making it more expensive for ARE to finance its projects and for its tenants to expand. <br><br>Certain reports identified a high dividend payout ratio, suggesting potential risks to the dividend’s sustainability if occupancy challenges persist. <br><br>ARE acknowledged broader economic issues, including persistently high interest rates, which affect tenant decision-making. Uncertainty in the life science industry, with potential cuts to NIH funding and restructuring at the FDA, creates a risk of lower tenant demand.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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