Gary D. Dean
About Gary D. Dean
Gary D. Dean is Executive Vice President – Real Estate Legal Affairs at Alexandria Real Estate Equities (ARE), serving in this role since July 2020 after joining the company in 2004; he is 53 and has 20 years with ARE as of April 2, 2025 . He oversees legal matters for acquisitions, dispositions, leases, and operations and serves as FCPA/OFAC compliance officer; prior roles include practicing law at Skadden, Arps in Los Angeles and Tokyo; he holds a BA in Political Science and a JD from UCLA . Company performance context during his tenure: ARE’s long-term TSR since IPO is 1,199% through 12/31/2024 , 2024 FFO per share – diluted, as adjusted increased 5.6% YoY , and 2024 operating margins remained strong (NOI margin 71%, Adjusted EBITDA margin 72%) with operating occupancy of 90.6% at 9/30/2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexandria Real Estate Equities | Executive Vice President – Real Estate Legal Affairs | Jul 2020–present | Leads real estate legal affairs; oversees compliance (FCPA/OFAC), vendor contracting, supports Real Estate Development Legal |
| Alexandria Real Estate Equities | Senior Vice President – Real Estate Legal Affairs | Jan 2015–Jul 2020 | Legal leadership across acquisitions, dispositions, leasing, operations |
| Alexandria Real Estate Equities | Counsel/Legal roles | 2004–2015 | Progressively responsible roles after joining in 2004 |
| Skadden, Arps, Slate, Meagher & Flom LLP (Los Angeles, Tokyo) | Attorney | Prior to 2004 (dates not disclosed) | Represented publicly traded REITs and institutional clients across hotel, retail, office, residential, mixed-use projects |
External Roles
No external board or public company roles for Mr. Dean were disclosed in the 2025 proxy .
Fixed Compensation
Mr. Dean is not a Named Executive Officer (NEO) in the 2025 proxy; individual base salary and cash bonus amounts for him are not disclosed . Company-wide policies for senior officers apply:
- Stock ownership guidelines: senior officers must own shares worth at least 3x base salary; all senior officers were noted as in compliance under the annual review process .
- Anti-hedging policy (short sales, derivatives, collars, etc. prohibited) and anti-pledging policy (pledging prohibited unless maintaining sufficient immediately available assets to prevent forced sale during prohibited periods) .
- Clawback policies apply to awards; guaranteed bonuses are avoided, and tax gross-ups are avoided per stockholder-friendly practices .
Performance Compensation
Individual incentive structures for Mr. Dean are not disclosed (NEOs only). Relevant company program design features that would govern any equity awards:
- Amended 1997 Stock Award and Incentive Plan prohibits stock options/SARs; awards are full-value (e.g., restricted stock and other stock/cash-based awards) .
- Minimum vesting standards: service-based awards vest no faster than pro rata over 3 years; performance-based awards have at least a 1-year measurement period; limited exceptions apply .
- Double-trigger change-of-control treatment: if awards are not assumed/continued or upon involuntary termination within 2 years post-CoC, vesting accelerates with performance-based awards deemed earned at the greater of target or actual performance at CoC/termination .
- One-year post-vesting holding periods applied to substantially all equity awards granted to NEOs (2024–2025); dividends on substantially all unvested time-based employee equity awards granted in Apr–Dec 2024 and expected in 2025 accrue but are forfeited if awards are forfeited (i.e., paid only if the award vests) .
Equity Ownership & Alignment
| Item | Policy / Status |
|---|---|
| Stock ownership guideline (senior officers) | 3x base salary; all senior officers reported in compliance as part of the annual CFO review |
| Hedging | Prohibited (shorts, derivatives, collars, swaps, etc.) |
| Pledging | Prohibited unless sufficient liquid assets maintained to avoid forced sale during prohibited periods |
| Clawback | Awards subject to clawback policies; Board may impose recoupment provisions in award agreements |
| Equity plan (options/SARs) | No options/SARs granted; repricing not permitted |
| Individual beneficial ownership | Mr. Dean’s individual share holdings were not listed; beneficial ownership disclosure included NEOs/directors and group totals only |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Joined ARE in 2004 |
| Current role tenure | EVP – Real Estate Legal Affairs since July 2020 |
| Contract term/auto-renewal | Not disclosed in proxy |
| Non-compete / Non-solicit | Not disclosed in proxy |
| Change-of-control economics | Company equity plan provides double-trigger vesting mechanics as described above; no individual severance multiples disclosed for Mr. Dean |
| Deferred compensation | Company’s Deferred Compensation Plan (amended and restated effective Oct 1, 2025) defines Bonus and Change of Control; participation by Mr. Dean is not disclosed |
Performance & Track Record
- Company TSR since IPO (to 12/31/2024): 1,199% (CAGR 9.7%) .
- 2024 operational excellence: NOI margin 71%, same property operating margin 68%, Adjusted EBITDA margin 72% ; operating occupancy 90.6% at 9/30/2025 .
- Latest quarterly performance per share: see table below.
| Metric (Per Share) | 9/30/2024 | 12/31/2024 | 3/31/2025 | 6/30/2025 | 9/30/2025 |
|---|---|---|---|---|---|
| Net (loss) income – diluted ($) | 0.96 | (0.38) | (0.07) | (0.64) | (1.38) |
| FFO – diluted ($) | 2.33 | 1.81 | 1.65 | 1.93 | 2.18 |
| FFO – diluted, as adjusted ($) | 2.37 | 2.39 | 2.30 | 2.33 | 2.22 |
| Diluted share count (000s) | 172,058 | 172,262 | 170,522 | 170,135 | 170,181 |
Compensation Structure Analysis
- Shift to full-value equity: options/SARs eliminated; awards emphasize time/performance-based full-value shares with minimum vesting and holding periods; dividends on unvested awards forfeitable starting 2024/2025 program changes .
- Governance controls: double-trigger CoC vesting; clawbacks; robust ownership guidelines; hedging/pledging restrictions; avoidance of tax gross-ups and guaranteed bonuses .
- Say-on-pay support: 86% “FOR” in 2024; average ~91% over 5 years; ~88% over 10 years; continued investor outreach (~70% of common stock engaged) .
Risk Indicators & Red Flags
- Company-wide clawback and anti-hedging policies mitigate risk; anti-pledging restrictions reduce collateralization risk .
- Equity plan prohibits option repricing and liberal share recycling; change-of-control requires an actual transaction (non-liberal CoC) .
- No individual legal proceedings, hedging/pledging by Mr. Dean, or related-party transactions were disclosed; related-person transaction oversight is handled by the Nominating & Governance Committee . Form 4 insider transactions for Mr. Dean were not present in the provided documents; monitor insider filings for selling pressure.
Expertise & Qualifications
- Legal and compliance expertise in REIT transactions and global practice (Los Angeles, Tokyo) with Skadden, Arps; seasoned real estate legal executive across asset classes .
- Education: BA in Political Science; JD from UCLA .
Investment Implications
- Alignment mechanisms (ownership guidelines, clawbacks, anti-hedging/pledging, double-trigger CoC vesting) support compensation-governance quality and reduce misalignment risk for senior officers like Mr. Dean .
- Retention risk appears moderate given Mr. Dean’s 20-year tenure and EVP role; however, lack of disclosed individual equity holdings and compensation details warrants monitoring of Form 4 filings and proxy updates for any changes in ownership or employment terms (e.g., severance multiples, new equity grants) .
- Company’s ongoing margin strength, disciplined capital management, and robust governance practices suggest stable operating context; still, watch for 2026 guidance headwinds (potential equity-type capital needs and disposition impacts) that may influence incentive outcomes and senior executive retention dynamics .