Joel S. Marcus
About Joel S. Marcus
Joel S. Marcus, JD, CPA, is Executive Chairman and Founder of Alexandria Real Estate Equities, Inc. (ARE). Age 77, he has served on ARE’s board since 1994; he was Vice Chairman (1994–2007), CEO (1997–2018), and became full‑time Executive Chairman in April 2018 . He holds undergraduate and law degrees from UCLA and previously worked as a tax manager at Arthur Young & Co. and as a corporate finance attorney, including architecting the Kirin‑Amgen JV . Under his leadership, ARE achieved a 1,199% total shareholder return from IPO (May 1997) through Dec 31, 2024 and reached $29.0B market cap with 39.8M RSF operating assets, underscoring long‑term value creation . The company cites strong operating metrics and credit profile (e.g., Net Debt to Adjusted EBITDA 5.2x; top‑10% REIT credit ratings), and multi‑year FFO/share growth as key performance anchors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexandria Real Estate Equities, Inc. | Chief Operating Officer | ~1994–1997 | Pre‑IPO operational leadership; groundwork for cluster strategy |
| Alexandria Real Estate Equities, Inc. | Vice Chairman | 1994–2007 | Board leadership through early growth and IPO era |
| Alexandria Real Estate Equities, Inc. | Chairman, Chief Executive Officer, President | 1997–2018 | Scaled ARE to preeminent life science REIT; pioneered Megacampus model |
| Alexandria Real Estate Equities, Inc. | Executive Chairman | 2018–present | Oversight of strategy, capital, risk, talent, brand; leads venture investments and thought leadership |
| Arthur Young & Co. | Tax Manager (CPA) | Pre‑1994 | REIT tax/finance expertise |
| Legal career | Corporate finance/capital markets attorney | Pre‑1994 | Biopharma expertise; principal architect of Kirin‑Amgen JV |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intra‑Cellular Therapies (NASDAQ: ITCI) | Director | 2006–2025 | Governance at CNS biopharma; board tenure ended 2025 |
| Atara Biotherapeutics (NASDAQ: ATRA) | Director | 2014–2019 | Oversight of T‑cell immunotherapy pipeline |
| MeiraGTx (NASDAQ: MGTX) | Director | 2015–2022 | Gene therapy strategy/governance |
| Frequency Therapeutics → Korro Bio (NASDAQ: KRRO) | Director | 2018–2023 | Clinical‑stage biotech governance |
| Applied Therapeutics (NASDAQ: APLT) | Director | 2017–2024 | Metabolic disease programs oversight |
| National September 11 Memorial & Museum | Board of Trustees | Appointed 2018 | Civic leadership; honored for Distinction in Civic Engagement |
| National Medal of Honor Museum Foundation | Board Member | Since 2019 | Helped oversee museum development and DC monument vision |
| Emily Krzyzewski Center | Board/Leadership Support | Ongoing | Education equity; program impact expansion |
| Navy SEAL Foundation | Board/Support | Ongoing | Mental health and fitness program support for special forces |
| OSS Society; TOPGUN Association | Board/Support | Ongoing | Veteran and national service support |
Board Governance
- ARE Director since 1994; non‑independent (employed by the company). Committee membership: Life Science Committee; not a member of Audit, Compensation, or Nominating & Governance committees .
- Dual‑role implications: Executive Chairman role concentrates strategic oversight; independence safeguarded by a Lead Independent Director (Steven R. Hash) with defined authorities and majority‑independent Board (7 of 8 nominees independent) .
- Board activity: 7 meetings in 2024; committee risk oversight delineated across Audit, Compensation, and Nominating & Governance .
Fixed Compensation
Multi‑year compensation for Joel S. Marcus:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,165,000 | 1,255,000 | 1,300,000 |
| Bonus ($) | 2,025,000 | 2,000,000 | 2,030,000 (includes $2,000,000 performance‑based non‑real estate investments bonus and $30,000 30‑year service bonus) |
| Non‑Equity Incentive Plan Compensation ($) | 2,621,250 | 2,823,750 | 2,925,000 |
| Stock Awards (grant‑date fair value, $) | 6,781,445 | 8,089,293 | 9,413,563 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | — | 1,028,016 | 1,874,992 |
| All Other Compensation ($) | 442,822 | 289,271 | 183,721 |
| Total ($) | 13,035,517 | 15,485,330 | 17,727,276 |
Additional fixed elements and structure:
- 2024 base salary increased 3.6% to $1,300,000 .
- Annual cash incentive opportunity schedule (2024): Threshold $975,000, Target $1,950,000, Maximum $2,925,000 (corresponding to 75%/150%/225% of base salary) .
- “Compensation Actually Paid” vs. SCT totals per SEC rules shows sensitivity to stock valuation and vesting; PEO CAP for 2024: $14,204,716 .
Performance Compensation
2024 annual LTI awards (restricted stock) for Executive Chairman:
| Component | Target Value | Target Shares | Vesting | Metrics | Payout Mechanics |
|---|---|---|---|---|---|
| Time‑Based LTI Grant | $1,800,000 | 14,025 | Monthly over 48 months; one‑year post‑vesting hold; ending Jan 30, 2028 | Service only | Fixed vesting schedule |
| Performance‑Based LTI Grant | $1,800,000 | 14,026 (max 21,039) | Three‑year performance period ending Dec 31, 2026; one‑year post‑vesting hold | 50% Net Debt/Adjusted EBITDA; 50% NOI Growth; modifier: Relative Forward FFO Equity Multiple vs FTSE NAREIT Equity Health Care constituents | Metric outcomes for 2024: NOI Growth 13.8%; Net Debt/Adj EBITDA 5.2x → aggregate 200% of target pre‑modifier; capped at 150% after modifier; final payout post‑2026 based on ranking |
Performance Plan Equity Award (company‑wide program; 100% performance‑based):
| Item | Target Value | Max Value | Target Shares | Max Shares | Metrics |
|---|---|---|---|---|---|
| 2024 Performance Plan Equity Award (Marcus) | $4,084,600 | $6,126,900 | 31,747 | 47,620 | Net Debt/Adjusted EBITDA, FFO Growth Rate, Relative TSR Ranking; three‑year performance; one‑year post‑vesting hold |
2024 grants detail:
| Grant | Date | Shares | Fair Value ($) | Notes |
|---|---|---|---|---|
| Performance Plan Equity Award | 1/2/2024 | Target 31,747; Max 47,620 | 5,173,913 | One‑year post‑vesting hold |
| Time‑Based LTI Grant | 1/10/2024 | 14,025 | 1,629,986 | Vests over 4 years; one‑year hold |
| Performance‑Based LTI Grant | 1/10/2024 | Target 14,026; Max 21,039 | 2,230,134 | Three‑year metrics; one‑year hold |
| Special RS Grant (service anniversary) | 1/5/2024 | 3,000 | 379,530 | Vested Jan 5, 2025 |
Evidence of at‑risk design and forfeitures:
- In March 2024, NEOs forfeited 50% of 2021 Performance Plan Equity Awards due to below‑threshold absolute TSR; in Dec 2024, ≈78% of 2022 Performance Plan Equity Awards forfeited on absolute and relative TSR underperformance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 456,144 shares; held via Joel and Barbara Marcus Family Trust; <1% of shares outstanding |
| Shares Outstanding Basis | 172,469,293 shares outstanding as of Mar 14, 2025 |
| Unvested Awards (12/31/2024) | Time‑based 16,646 shares; Performance‑based unearned 135,880 shares; market values $1,623,817 and $13,255,094 at $97.55/share |
| Shares Vested in 2024 | 37,848 shares vested; $4,543,299 value realized |
| Scheduled Vesting | 2025: 62,183; 2026: 65,797; 2027: 24,546 shares (time + performance schedules) |
| Ownership Guidelines | Executive Chairman/CEO: 6x base salary; all senior officers and directors in compliance; 50% net after‑tax shares must be held until compliance |
| Pledging/Hedging | Hedging prohibited; pledging prohibited unless sufficient liquid collateral to avoid forced sales; policy applies to directors/officers/employees |
| Options | None issued since 2002; none outstanding or exercised since 2012 |
Implications for insider selling pressure:
- Near‑term vesting volumes are material (e.g., 62,183 scheduled for 2025), but one‑year post‑vesting holding requirements on substantially all NEO equity awards mitigate immediate sell‑pressure and encourage longer holding .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Executive Chairman term effective April 23, 2018–Dec 31, 2020, auto‑renews for successive one‑year periods unless non‑renewal notice is given |
| Cash Incentive | Structured with defined threshold/target/max and corporate/individual metrics; 2024 schedule for Marcus as disclosed above |
| Long‑Term Incentive | Annual restricted stock awards; as of Jan 5, 2024 amendments: increase target LTI to $3.6M; extend time‑based vesting to 48 months; reduce performance cap to 150%; add one‑year post‑vesting holding |
| Change‑of‑Control | Double‑trigger vesting under Amended 1997 Plan; performance awards vest at greater of target or actual to date if not assumed/continued or upon qualified involuntary termination post‑CoC |
| Severance (without Cause / Good Reason / death/disability) | Base pay/bonus earned and pro‑rata bonus; severance equal to one year of base salary (as of elevation to Executive Chairman) plus target cash incentive bonus (for fiscal year ending immediately prior to elevation, or higher prior year); continuation of medical/dental, life and long‑term care insurance for 3 years; vacation payout; outplacement; full and immediate vesting of time‑based awards; performance‑based equity vests to extent goals ultimately satisfied; options (if any) remain exercisable for full term; additional fully vested grants matching prior year’s total time‑based + max performance‑based shares (with date restrictions for awards granted after Aug 30, 2023 and Dec 6, 2024) |
| Clawback | Compliant with NYSE/SEC Dodd‑Frank rules for compensation received on/after Oct 2, 2023; prior policy covers fraud/misconduct‑driven restatements |
Compensation Structure Analysis
- 2024 LTI target increase (first since 2019) and extension of vesting period indicate retention focus while the reduced performance cap and one‑year holding period strengthen alignment and risk management .
- Majority of compensation is equity and majority of equity is performance‑based (e.g., Marcus ~79% of 2024 LTIs tied to performance metrics), with documented forfeitures under TSR‑linked plans, evidencing pay‑for‑performance rigor .
- Anti‑hedging/anti‑pledging, clawback, and ownership guidelines contribute to governance quality and alignment .
Performance & Track Record
- TSR since IPO: 1,199% through Dec 31, 2024; ARE recognized with multiple Nareit Investor CARE Gold Awards and NAIOP Developer of the Year .
- 2024 “Pay versus Performance” shows CAP responsive to stock price and vesting, with ARE TSR value of $71.6 per $100 from 12/31/2019 baseline; FFO/share – diluted, as adjusted $9.47 .
- Operational metrics: 2024 NOI growth 13.8%; Net Debt/Adjusted EBITDA 5.2x; credit ratings BBB+ (S&P) and Baa1 (Moody’s); top‑10% REIT credit profile .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval for 2023 compensation: 86% of votes cast; ongoing robust engagement with investors representing ~70% of common stock .
- Governance enhancements include stockholder ability to amend bylaws by majority vote and codified clawback/ownership/anti‑hedging/anti‑pledging policies .
Equity Ownership & Alignment (Detail Tables)
Shares scheduled to vest (Marcus):
| Year | Shares |
|---|---|
| 2025 | 62,183 |
| 2026 | 65,797 |
| 2027 | 24,546 |
Unvested awards at 12/31/2024:
| Type | Shares | Market Value ($ at $97.55) |
|---|---|---|
| Time‑based RS | 16,646 | 1,623,817 |
| Performance‑based (unearned at max) | 135,880 | 13,255,094 |
2024 vesting realized:
| Metric | Shares | Value ($) |
|---|---|---|
| Stock vested | 37,848 | 4,543,299 |
Investment Implications
- Alignment and retention: Larger 2024 LTI target with longer service‑vesting and one‑year holding period, combined with strict performance caps and multi‑metric design, reduce short‑term selling pressure and reinforce long‑term focus; material scheduled vesting in 2025–2027 is tempered by mandatory holding requirements .
- Pay‑for‑performance signal: Significant forfeitures under TSR‑linked awards in 2024 and performance‑based caps/modifiers demonstrate compensation downside exposure when external and relative performance lag; conversely, strong NOI growth and leverage discipline drove above‑target interim outcomes for 2024 LTI metrics, pending final relative multiple ranking .
- Governance/CoC protections: Double‑trigger vesting and clawback regimes, plus anti‑hedging/pledging, reduce risk of shareholder‑unfriendly outcomes and discourage misalignment; no options outstanding avoids repricing risks .
- Severance economics: Defined severance equals one year base plus target bonus, with extended benefits and equity vesting protections; while generous, structure and vesting constraints are standard for founder‑executive roles and include date‑based limitations for recent grants, limiting immediate windfalls .
- Dual‑role governance: Executive Chairman role is counterbalanced by Lead Independent Director authority and majority‑independent board/committees, mitigating independence concerns for investors focused on governance quality .