Michael A. Woronoff
About Michael A. Woronoff
Michael A. Woronoff (age 64) has served as an independent director of Alexandria Real Estate Equities, Inc. since July 2017. He is a partner at Kirkland & Ellis LLP advising on corporate and securities law, governance, and strategic alliances; previously held senior roles at Proskauer Rose, Shelter Capital Partners, and Skadden. He holds a JD from the University of Michigan Law School and both MSIA and BS in Industrial Management from Purdue University, and has taught “Venture Capital and the Start-Up Company” at UCLA School of Law for over 20 years .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Kirkland & Ellis LLP | Partner | Since 2019 | Corporate/securities law, governance advisory |
| Proskauer Rose LLP | Partner; Head of Los Angeles office; Co-head Private Equity/M&A; Exec. Committee member | 2004–2019 | Led practice management and PE/M&A execution |
| Shelter Capital Partners | Co-founder & Principal | 2000–2004 | PE investing in technology businesses |
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner | ~15 years (pre-2000) | Corporate/securities practice |
| UCLA School of Law | Lecturer (VC & Start-Up course) | >20 years | Developed and teaches flagship course |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Commentary Magazine | Board of Trustees member | Non-profit | Governance oversight |
| Alliance College-Ready Public Schools Foundation | Director; Chair, Finance Committee | Non-profit | Financial oversight |
| Cedars-Sinai | Leadership Cabinet, Board of Governors | Non-profit | Advisory role |
| Purdue University (Mitchell E. Daniels, Jr. School of Business) | Business Fellow; Dean’s Advisory Council | Academic | Advisory role |
Board Governance
- Independence: The Board affirmed Woronoff’s independence under NYSE standards. It reviewed a lease between Kirkland & Ellis (his employer) and ARE (~$2.6M annual base rent) and concluded the relationship is not material given timing, lack of involvement, and de minimis scale relative to K&E revenues .
- Committee assignments and expertise: Audit Committee (member and designated Financial Expert), Nominating & Governance Committee (member), Life Science Committee (member). Audit held 8 meetings in 2024; Nominating & Governance held 5; Life Science held 1 .
- Attendance: Directors collectively had 99% attendance at board and committee meetings in 2024; each director attended at least 75% of aggregate meetings for the Board and their committees .
- Tenure and refresh: Director since 2017; the Board maintains annual elections and majority voting in uncontested elections .
Committee Assignments (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 |
| Nominating & Governance | Member | 5 |
| Life Science | Member | 1 |
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (total) | 170,000 | Elected to defer 100% into phantom stock units |
| Annual cash retainer | 110,000 | Standard director retainer |
| Committee member fees | 60,000 | Audit ($20,000) + Nominating & Governance ($20,000) + Life Science ($20,000), consistent with memberships above |
Woronoff deferred 100% of his annual cash fees into phantom stock units under the Deferred Compensation Plan for Directors (DCPD) .
Performance Compensation (Director Equity – 2024)
| Equity Element | Grant Date | Grant Value ($) | Units Unvested (12/31/2024) | Vesting / Holding | Deferral Election |
|---|---|---|---|---|---|
| Restricted stock/phantom stock units (annual director grant) | Jan 12, 2024 | 200,106 | 1,937 phantom stock units | Restricted stock awards generally vest over 3 years; one-year post-vesting holding applies broadly to awards; phantom units vest on same schedule and adjust for dividends/splits | |
| DCPD mechanics | N/A | N/A | N/A | Unvested phantom units immediately vest upon change of control, death/disability, removal or failure to be renominated/reelected without cause; distributions paid in stock | |
| Deferral of 2024 equity | Jan 12, 2024 | 200,106 | Included above | Elected to defer 100% of 2024 restricted stock into phantom units |
Other Directorships & Interlocks
- Current public company boards: None disclosed; prior board roles at start-up/emerging companies (AccessDNA, TransDimension, u-Nav Microelectronics) .
- Overboarding: ARE policy limits to no more than four other public company boards; all directors are compliant .
- Interlocks/Related party: K&E lease with ARE (~$2.6M annual base rent); Board concluded immaterial and not affecting independence based on lack of involvement, timing, and scale .
Expertise & Qualifications
- Financial, legal, and governance expertise from decades in corporate/securities law, PE/M&A, and executive practice management; designated Audit Committee Financial Expert .
- Strategic alliances and transaction experience; long-standing academic involvement in venture capital/start-ups .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Michael A. Woronoff | 16,173 | <1% | As of March 14, 2025 |
| Unvested restricted stock awards | — | N/A | None as of Dec 31, 2024 |
| Unvested phantom stock units | 1,937 | N/A | As of Dec 31, 2024 |
| Ownership guidelines | 3x cash retainer | In compliance | Directors must hold ≥3x cash retainer; all directors in compliance; phantom units count toward compliance |
Hedging and pledging of ARE stock are prohibited (with limited margin account exception requiring sufficient liquid assets) .
Governance Assessment
- Independence affirmed with a specific review of a K&E office lease in an ARE building; Board judged the relationship immaterial given de minimis size and lack of involvement, supporting investor confidence in independence .
- Strong engagement and attendance: Directors achieved 99% attendance in 2024; Woronoff serves on three committees, including Audit (as Financial Expert), indicating active oversight across financial reporting, governance, and industry trends .
- Pay structure aligns with shareholders: Balanced cash ($170,000) and equity ($200,106) with multi-year vesting; Woronoff deferred 100% of cash and equity into stock-denominated phantom units, enhancing ownership alignment and holding discipline .
- Ownership and risk controls: Meets stock ownership guidelines; anti-hedging and anti-pledging policies in place; no tax gross-ups; director compensation capped by plan limit; signals prudent governance .
RED FLAGS and Watch Items
- Related-party exposure: Employer (K&E) leases ARE space (~$2.6M base rent). Board concluded non-material; nonetheless, monitor for any changes in lease terms or expanded relationships that could affect perceived independence .
- No individual attendance disclosure beyond aggregate; while overall attendance is robust, continue to track committee-level participation given Audit/Nominating duties .