Jackie B. Clem
About Jackie B. Clem
General Counsel and Secretary of Alexandria Real Estate Equities, Inc. (ARE) since July 2020; 19 years with the company as of April 2, 2025 (joined 2006). Age 56. Education: B.A., University of California, San Diego; J.D., UCLA; admitted to the California Bar. Deep commercial real estate legal background (acquisitions, dispositions, leasing, development) and has overseen a wide array of complex domestic and international transactions at ARE while implementing legal department protocols and company-wide initiatives . ARE’s compensation framework emphasizes long-term value creation; key 2024 performance outcomes informing incentive design included FFO per share growth of 5.6%, NOI growth of 13.8%, and Net Debt to Adjusted EBITDA of 5.2x, with rigorous structures that led to forfeitures of certain prior performance awards when TSR goals were missed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alexandria Real Estate Equities, Inc. | General Counsel & Secretary | Jul 2020–present | Oversees complex domestic/international transactions; builds legal protocols and company-wide initiatives . |
| Alexandria Real Estate Equities, Inc. | SVP – Real Estate Legal Affairs & Assistant Secretary | Jan 2015–Jul 2020 | Real estate legal leadership supporting acquisitions, dispositions, leasing and development . |
| Alexandria Real Estate Equities, Inc. | Legal roles | Since 2006 | Long-tenured legal executive supporting ARE’s growth and execution . |
| Paul, Hastings, Janofsky & Walker LLP | Real estate attorney | Pre-2006 | Specialized in acquisitions, dispositions, leasing, development for REITs, developers, and institutional investors . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pasadena Education Network | Co-founder | n/a | Non-profit promoting family participation in public education in Pasadena, CA . |
| Pasadena Educational Foundation | Former board member | n/a | Community engagement; education-focused non-profit board experience . |
| California Bar | Member | n/a | Licensed attorney in California . |
| Los Angeles County Bar Association | Member | n/a | Professional affiliation (disclosed in 2024 proxy) . |
Fixed Compensation
- Not listed among Named Executive Officers (NEOs) in the 2024 Summary Compensation Table; individual base salary, target bonus, and paid bonus for Ms. Clem were not disclosed in ARE’s 2025 proxy. Compensation details and tables are provided for NEOs only .
Performance Compensation
Company executive incentive architecture (context for alignment):
| Metric | Role in program | Weighting/Mechanics | 2024 Actual/Design Outcome | Source |
|---|---|---|---|---|
| Net Debt to Adjusted EBITDA | Core performance goal in 2024 NEO Performance Plan Equity Awards | 50% of target shares | 5.2x achieved in 2024; together with FFO growth, produced 200% of target before TSR modifier (capped at 150%) . | |
| FFO per share growth (FFO Growth Rate) | Core performance goal in 2024 NEO Performance Plan Equity Awards | 50% of target shares | 5.6% achieved in 2024; combined with leverage goal yielded 200% of target before TSR modifier (cap 150%) . | |
| Relative TSR Ranking | Modifier on 2024 NEO awards | +/- 50% modifier vs FTSE NAREIT Equity Health Care Index; final payout capped at 150% of target | Final vesting determined at end of 3-year period ending 12/31/2026 . | |
| Pay-for-performance rigor | Program discipline | Majority of NEO compensation is equity and largely performance-based | Significant forfeitures of 2021/2022 performance awards in 2024 due to below-threshold absolute TSR and below-target relative TSR . |
Notes:
- CEO/Executive Chairman have separate LTI designs that use NOI growth and a forward FFO multiple ranking with similar three-year performance periods and a 150% cap, underscoring the company’s emphasis on balance sheet strength and operating performance .
Equity Ownership & Alignment
Stock ownership, holding, and trading rules:
| Policy | Requirement | Status/Effect | Source |
|---|---|---|---|
| Stock ownership guidelines | Other executive officers: 3x base salary | All senior officers currently in compliance; 50% of net after-tax shares must be held until requirement met . | |
| One-year post-vesting hold | Applies to equity awards granted to CEO and Other NEOs in 2024–2025 | Reinforces long-term alignment and reduces near-term selling pressure . | |
| Anti-hedging policy | Prohibits short sales, hedging/monetization, and derivatives on ARE stock | Prevents misalignment from downside protection . | |
| Anti-pledging policy | Prohibits pledging/margin unless sufficient other collateral maintained at all times | Reduces forced-sale risk and margin-call exposure . | |
| Clawback policy | Dodd-Frank compliant (post 10/2/2023) and prior fraud/misconduct recoupment policy | Incentive pay recouped upon applicable restatements; awards also subject to clawback under 1997 Plan . |
Beneficial ownership context (group level):
| Metric | 2024 | 2025 |
|---|---|---|
| Executive officers and directors as a group – shares | 2,004,126 | 1,858,984 |
| Executive officers and directors as a group – % of shares outstanding | 1.15% | 1.08% |
Note: The proxy discloses group totals and individual holdings for directors/NEOs; it does not disclose Ms. Clem’s individual beneficial ownership.
Employment Terms
Key plan and governance terms influencing severance/CIC economics and vesting:
- Equity plan structure and change-in-control (CIC):
- Double-trigger only: if an award does not fully vest at CIC, full vesting occurs upon an Involuntary Termination within two years post-CIC; performance awards vest at the greater of target or actual performance measured as of termination date .
- No stock options/SARs under the plan; repricing of options/SARs not permitted; plan prohibits liberal share recycling for options/SARs .
- Minimum performance period: at least one year for performance-vesting awards; acceleration generally limited to death, disability, retirement, or CIC (up to 10% of reserve may be exempt) .
- Stockholder- and pay-friendly practices: no guaranteed bonuses; no tax gross-up payments; robust ownership guidelines and holding periods; hedging and unrestricted pledging prohibited .
Note: Executive employment agreement severance multiples and contract terms are disclosed for NEOs; Ms. Clem’s individual employment agreement terms are not detailed in the proxy .
Compensation Committee Analysis
- Committee: Steven R. Hash (Chair), James P. Cain, Richard H. Klein; all independent .
- Peer group approach emphasizes life science REITs and large, credit-strong REITs of comparable scale; 2024 peers included BXP, KRC, VNO, DOC, HR, MPW, OHI, VTR, WELL, PLD, among others .
Performance & Track Record (Context)
| Measure | 2024 Outcome | Relevance to Incentives |
|---|---|---|
| FFO per share – diluted, as adjusted (growth) | 5.6% growth | Core driver of performance-based equity awards . |
| Net Debt to Adjusted EBITDA | 5.2x | Balance sheet discipline metric in incentives . |
| NOI growth rate | 13.8% | Operating performance metric used in senior LTI designs . |
| TSR-linked discipline | n/a | Forfeitures of 2021/2022 performance awards highlight rigor when TSR underperforms . |
Investment Implications
- Alignment: Strong ownership requirements, one-year post-vesting holds, anti-hedging/anti-pledging, and CIC double-trigger mechanics limit misaligned incentives and opportunistic selling pressure; awards are subject to robust clawbacks .
- Incentive levers: Company-wide incentives emphasize deleveraging (Net Debt/EBITDA), FFO growth, and relative TSR—metrics tightly tied to REIT value creation; 2024’s results on FFO and leverage would have triggered high formulaic outcomes but are capped and subject to relative TSR, reinforcing long-term orientation .
- Data gaps: Ms. Clem is not an NEO; base salary, bonus, equity grant sizes, vesting schedules, and severance economics are not individually disclosed in the proxy. Monitoring Form 4 filings and any Item 5.02 8-Ks would be necessary to quantify ownership changes and award vesting cadence going forward .
References: 2025 Proxy Statement (DEF 14A) filed April 2, 2025; 2024 Proxy Statement (DEF 14A) filed April 3, 2024 .