Richard H. Klein
About Richard H. Klein
Independent director of Alexandria Real Estate Equities, Inc. (ARE) since December 2003; age 69; Certified Public Accountant with >30 years of real estate/REIT finance experience; currently CFO of Industrial Realty Group, LLC (private). He serves as Audit Committee Chair (designated “Audit Committee Financial Expert”) and is a member of the Compensation Committee; the Board has determined he is independent under NYSE rules . The Board reported each director attended at least 75% of applicable meetings in 2024; overall board and committee attendance was 99% in 2024; the Board met 7 times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industrial Realty Group, LLC (private) | Chief Financial Officer | Current (as of 2025) | Oversees finance for a 110 million SF portfolio; real estate/REIT expertise |
| Independent consultant | Business consultant | 2012–2015 | Advisory work across industries |
| Chefmakers Cooking Academy LLC | Founder & CEO | 2003–2011 | Entrepreneurial leadership |
| Ernst & Young LLP / Kenneth Leventhal & Co. | Partner (REIT Advisory; Financial Restructuring; PR/Practice Dev.) | 1984–2000 | Deep REIT, accounting, restructuring expertise |
| PwC | Tax consulting and auditing | 1978–1983 | Foundational audit/tax experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Industrial Realty Group, LLC | Chief Financial Officer | Private | No ARE related-party transaction disclosed involving Mr. Klein |
Board Governance
- Independence: Board determined all nominees except the Executive Chairman are independent; Klein is independent .
- Committees: Audit Committee Chair and Audit Committee Financial Expert; Compensation Committee member .
- 2024 workload: Board (7 meetings); Audit (8 meetings); Compensation (6 meetings); Nominating & Governance (5 meetings); Life Science (1 meeting) .
- Attendance and engagement: Each director attended ≥75% of required meetings in 2024; aggregate attendance was 99% .
- Board policies: Majority voting for directors; proxy access; robust clawback; anti-hedging; stock ownership requirements; no rights plan; stockholders gained bylaw amendment rights in Dec 2024 .
- Overboarding: Policy caps public boards; all directors compliant .
- Age/tenure policy: General age cap 75, but directors first elected before May 12, 2004 (includes Klein) are exempt .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer in 2024 |
| Audit Committee Chair fee | $40,000 | Committee chair fee schedule |
| Compensation Committee member fee | $20,000 | Committee member fee schedule |
| Total cash fees (2024 actual) | $170,000 | Matches 2024 Director Compensation Table for Klein |
Performance Compensation
| Equity Award | Grant Date | Grant Date Fair Value | Form | Vesting/Terms |
|---|---|---|---|---|
| Annual director equity | Jan 12, 2024 | $200,106 | Restricted stock (or deferred as phantom stock units) | Generally vests over 3 years; Klein elected to defer 100% of his restricted stock award into phantom stock units under the DCPD . |
| Plan limits/guardrails | N/A | $600,000 cap | Plan limit on total annual non-employee director compensation | Aggregate value cap on cash+equity per director per year . |
| Vesting standards | N/A | N/A | Plan design | Time-based vesting not faster than pro rata over 3 years; performance-vesting not earlier than 1 year; limited acceleration (death, disability, retirement, or change in control) with a small exception bucket . |
| Deferral mechanics | N/A | N/A | Deferred Compensation Plan for Directors (DCPD) | Directors may defer cash and equity into phantom stock units; phantom units follow RSU vesting; settled in ARE common stock; certain events accelerate vesting/distribution per plan . |
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships disclosed for Klein; no material related-party transactions involving Klein disclosed . |
Expertise & Qualifications
- CPA; former Big Four partner with deep REIT advisory and restructuring experience; current CFO of a large-scale private real estate owner/developer .
- Audit Committee Financial Expert designation underscores technical accounting and financial reporting expertise .
- Education: B.S. in Accounting and Finance from USC .
Equity Ownership
| Holder | Shares Owned (Direct/Trust) | Vested Phantom Stock Units | Unvested Phantom Stock Units | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Richard H. Klein | 12,727 | 1,133 | 3,784 | 13,860 | <1% |
| Ownership guidelines | — | — | — | Directors must hold stock=3x cash retainer; phantom units count; all directors in compliance | — |
| Hedging/pledging | — | — | — | Hedging prohibited; pledging restricted with safeguards; no pledging by Klein disclosed | — |
Additional granularity (as of 12/31/2024): unvested instruments included 185 unvested restricted shares and 1,752 unvested phantom stock units for Klein, reflecting 2024 grant/deferral activity .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and designated financial expert; Compensation Committee member; robust attendance; no disclosed related-party transactions or conflicts tied to Klein; meaningful equity component (with deferral into stock-settled units) aligns interests; director ownership guidelines met; strong anti-hedging/anti-pledging and clawback framework .
- Considerations: Long tenure (since 2003) may warrant ongoing refresh assessment; however, the Board reports active refreshment (new directors in 2023 and 2025) and maintains 7 of 8 independent nominees, mitigating entrenchment concerns .
- Compensation mix: 2024 director pay for Klein was ~46% cash ($170k) and ~54% equity ($200k), with a three-year vest and one-year holding on most awards per plan norms, reinforcing long-term alignment; total well below $600k plan cap and benchmarked with external adviser input (FTI) .
- RED FLAGS: None identified in filings—no attendance issues, no related-party transactions involving Klein, no pledging, and no disclosed legal or regulatory matters pertaining to him .