tm242680-1_nonfiling - none - 16.2968706s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
VORNADO REALTY TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
 

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888 Seventh Avenue
New York, New York 10019
Notice of Annual Meeting of Shareholders to Be Held on May 23, 2024
To our Shareholders:
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”, “we”, “us”, “our” or the “Company”), will be held virtually, via the Internet, on Thursday, May 23, 2024, beginning at 11:30 A.M., New York City time, for the following purposes:
(1)
To consider and vote upon the election of 10 persons to the Board of Trustees of the Company, each to serve until the 2025 Annual Meeting of Shareholders of the Company and until his or her successor is duly elected and qualified.
(2)
To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.
(3)
To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation as described in the Proxy Statement.
(4)
To transact any other business as may properly come before the meeting and any postponement or adjournment of the Annual Meeting.
The Board of Trustees of the Company has fixed the close of business on March 25, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.
To attend the virtual 2024 Annual Meeting you will need to access www.virtualshareholdermeeting.com/VNO2024 and enter the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. There is no physical location for the Annual Meeting. We encourage you to allow ample time for online check-in, which will begin at 11:15 A.M. New York City time. Additional details regarding how to participate in the Annual Meeting can be accessed at the Company’s website, www.vno.com or at www.proxyvote.com. For further information on how to attend and participate in the meeting please see “Questions and Answers About the Annual Meeting, How do you attend, vote and ask questions during the meeting?”
Please review the accompanying Proxy Statement and proxy card or voting instruction form. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. You may authorize your proxy through the Internet or by touch-tone telephone as described on the proxy card or voting instruction form. Alternatively, you may sign the proxy card or voting instruction form and return it in accordance with the instructions included with the proxy card or voting instruction form. You may revoke your proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of proxy to our Secretary at our principal executive office located at 888 Seventh Avenue, New York, New York 10019, or (4) attending the meeting and voting via the Internet (but your attendance at the virtual annual meeting will not automatically revoke your proxy unless you validly vote again during the Annual Meeting). To be effective, later-dated proxy cards, voting instruction forms, proxies authorized via the Internet or telephone, or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 22, 2024.
By Order of the Board of Trustees,
Steven J. Borenstein
Secretary
April 9, 2024
 

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2024 PROXY STATEMENT SUMMARY
Company Overview
Vornado Realty Trust (“Vornado”, “we”, “us”, “our,” or the “Company”) is a fully integrated real estate investment trust (“REIT”) with a collection of premier assets and a focused strategy of maintaining its leading positions in New York City Class A office and retail. While concentrated in New York, Vornado also has premier office assets in Chicago and San Francisco, and maintains a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns five properties in the greater New York metropolitan area. Vornado is a real estate industry leader in sustainability, with over 25 million square feet of LEED (Leadership in Energy and Environmental Design) certified buildings, representing approximately 96% of our in-service office portfolio, with over 24 million square feet at LEED Gold or Platinum.
In 2019, we adopted a 10-year plan to make our buildings carbon neutral by 2030 (“Vision 2030”). Vision 2030 is a multi-faceted approach that prioritizes energy reduction, recovery, and renewable power. We rely on technology, as well as meaningful stakeholder collaboration with our tenants, our employees, and our communities, to achieve this plan. Our commitment to carbon neutrality and associated emissions reduction targets have been approved by the Science Based Targets Initiative as consistent with a 1.5°C climate scenario, the most ambitious goal of the Paris Agreement.
Our business objective is to maximize shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:

Maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;

Investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;

Acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;

Developing and redeveloping properties to increase returns and maximize value; and

Investing in operating companies that have a significant real estate component.
2023 Business Highlights
During 2023, we made significant progress executing on our goals and positioning Vornado for future growth, accomplishing the following strategic initiatives:

We continued the redevelopment of THE PENN DISTRICT, positioning Vornado to capitalize on the enormous opportunity we have on the West Side of Manhattan, including:

Completion of the redevelopment of PENN 1 (2.6 million square feet).

Nearing completion of PENN 2 (1.8 million square feet as expanded), on top of Penn Station, New York’s main transportation hub—the largest rail hub in North America.

Continued leasing of retail space at the newly expanded Long Island Rail Road Concourse.

Completed demolition of Hotel Pennsylvania, with plans to develop a premier office tower on the site.

Opened restaurants or finalized leases with leading food and beverage operators including Blue Ribbon Sushi & Steak, The Avra Group, Noho Hospitality’s Bar Primi, Sunday Hospitality, Roberta’s Pizza, Anita Gelato and Los Tacos No. 1.

Finalized lease with LifeTime Fitness and Pickleball.

We and the Rudin family completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street, including full building leases for both buildings and to potentially form a joint venture to build a new 1.7 million square foot office tower.

We entered a joint venture with Blackstone Inc. and Hudson Pacific Properties to develop Sunset Pier 94 Studios, a 266,000 square foot purpose-built studio campus at Pier 94 in New York City.

We leased approximately 2.8 million square feet in 2023 (2.2 million square feet at share).

Financed/Refinanced $800 million of mortgage loans in 2023.
 

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Entered into $1.2 billion of interest rate swap arrangements and a $950 million 1% SOFR interest rate cap arrangement for the 1290 Avenue of the Americas mortgage loan.

Completed over $200 million of dispositions in 2023, including several non-core retail properties and The Armory Show located in New York.

We (i) ranked #1 in the Diversified Office/Retail REITs in the USA in the Global Real Estate Sustainability Benchmark (“GRESB”), and received the “Green Star” distinction for the eleventh consecutive year and GRESB’s five star rating, (ii) received the Leader in the Light Award by the National Association for Real Estate Investment Trusts (“NAREIT”) for diversified REITs for the thirteenth time, and (iii) were recognized as an EPA ENERGY STAR Partner of the Year with the distinction of having demonstrated nine years of sustained excellence.
 

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A Message from the Compensation Committee
Vornado’s executive compensation program is based on a pay-for-performance philosophy. It is designed to attract, retain, and incentivize the exceptional talent that gives us a competitive advantage in our industry. Especially in today’s complex and highly competitive environment in which Vornado is competing with private equity firms and major private developers and real estate operators, it is essential that we continue to develop innovative compensation strategies that enable us to maintain our talented team and keep this edge.
Generally, our compensation program is designed to encourage our executives and our team to achieve financial and strategic goals that advance the Company’s long-term business strategy and enable us to create sustained, long-term value for our shareholders. The specifics of how the Compensation Committee assessed and made compensation decisions for 2023 are detailed in the Compensation Discussion & Analysis, or CD&A, beginning on page 28.
As described below, two new incentive programs were approved by the Compensation Committee and implemented in 2023. These programs were adopted in the context of an unusual period of time, following the COVID-19 pandemic, when our business, like many others in our industry, continued to feel the impact of factors outside our team’s control. Within that context, our intent was to support Vornado’s ability to retain and motivate best-in-class talent to achieve the Company’s long-term goals. These programs, which were evaluated with the assistance of an independent compensation consultant, FTI Consulting, were designed to:

Create meaningful incentives for Vornado’s management in light of the impact of the COVID-19 pandemic on office REITS and the effect on the Company’s stock price; and

Retain and incentivize Vornado’s management to seek and find new opportunities to create shareholder value by raising third-party capital for development projects to diversify risk and enhance the Company’s economics. This latter program accounts for only a small portion of overall compensation, is funded by third-party fees, is tied directly to value-creating projects, and will apply to an increasing number of our team members as appropriate projects get underway.
In the Compensation Committee’s analysis, we have taken into account management’s important accomplishments in 2023 in positioning the Company for long-term earnings growth and shareholder value creation, as well as a significant increase in executive level departures and the threat that poses to our ability to advance our business. Ultimately, we believe these new elements of our compensation system play a valuable role in supporting the Company’s continued success on behalf of its shareholders.
We continue to welcome feedback from Vornado shareholders and will continue to factor that input into our ongoing assessment and implementation of the Company’s compensation structure. We are committed to a system that best supports performance and aligns management and shareholder interests.
Sincerely,
Daniel R. Tisch
Chair, Compensation Committee
 

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2024 PROXY STATEMENT SUMMARY
June 2023 Awards
Background Factors
Recent changes to our compensation program reflect macro factors that have had a direct impact on our business:

Since the onset of the COVID-19 pandemic in early 2020, office REITs, including Vornado, have faced major challenges due to the dramatic increase in remote and hybrid work policies. In addition, over the past couple of years, we have faced a significant increase in interest rates coupled with high inflation. As a result of these and other factors, the capital markets for office properties have been adversely impacted and our stock price decreased substantially from 2019 to early 2023.

These factors resulted in several years of our performance equity awards failing to meet the specified performance hurdles and being forfeited. In addition, any time-based equity awards held by employees were worth substantially less than at the applicable grant date.

Due to these operational challenges, equity forfeitures/decreases and the very tight job market, a number of key employees, including at the Executive Vice President and Senior Vice President levels, left the Company from 2021 through early 2023 and we faced the very real prospect of additional departures.

Moreover, as described in more detail in this proxy statement, beginning in 2019 we initiated an important management succession process and promoted a new generation of Company leaders.
Given the challenging operating environment over the past few years and the substantial decrease in the value of equity awards received by the new senior management team, the Compensation Committee believed it was necessary to consider making significant grants to the senior management team and a broad group of other employees to promote retention and further align the award recipients with shareholder returns over the next few years. Additionally, given the long timelines associated with the real estate business and several of our projects, such as the PENN District and 350 Park Avenue developments, the Compensation Committee believed it was critical that we take steps to ensure employee continuity, especially at the senior management level.
In order to obtain sufficient share capacity to make equity grants that would accomplish these retention goals and incentivize shareholder returns, the Company sought and obtained shareholder approval at the 2023 Annual Meeting of Shareholders for the 2023 Omnibus Share Plan (the “2023 Omnibus Plan”). In conversations with major shareholders leading up to the 2023 Annual Meeting of Shareholders and thereafter, the shareholders were supportive of the Compensation Committee’s contemplated equity grants and provided general feedback on the structure of the grants which was incorporated in the actual award grants made by the Compensation Committee on June 29, 2023 (the “June 2023 Awards”).
June 2023 Awards Structure

Over 40% of the June 2023 Awards were granted to employees who are not named executive officers (“NEOs”)

Mix of 2.4 million time-based restricted units (“LTIPs”) of Vornado Realty L.P. (the “Operating Partnership”) and 14.4 million performance-conditioned appreciation-only Operating Partnership units (“Performance AO LTIP Units”) (which are economically similar to performance-based options)

Based on the Omnibus Plan’s weighting of each full award that delivers the full value of one of our common shares of beneficial interest, $0.04 par value per share (the “Shares”) or one Operating Partnership unit counting as one Share equivalent, and each award of an option to acquire our Shares (or other securities that require the payment of an exercise price or deduction of a strike price) counting as one-half of a Share equivalent, the award was comprised of 25% time-based LTIPs and 75% Performance AO LTIP Units

Back-ended vesting provisions to promote retention

LTIPs vest in two equal installments on the 3rd and 4th anniversaries of the grant date (except in the event of a qualifying termination), with each tranche subject to an additional one-year post-vesting lockup

20% of the Performance AO LTIP Units vest on the 3rd anniversary of the grant date and the remaining 80% vest on the 4th anniversary of the grant date (except in the event of a qualifying termination)

In order for the Performance AO LTIP Units to be fully exercisable (subject to time-based vesting), the Share price must increase 75% above $16.87, the grant date Share price

Performance AO LTIP Units require sustained Share performance until the actual conversion date for the units to maintain value
Importantly, in consideration of the June 2023 Award grants, the Compensation Committee did not grant any equity awards in January 2024 and does not intend to make equity award grants to NEOs in January 2025.
 

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2024 PROXY STATEMENT SUMMARY
Development Fee Pool
Background Factors
Our team continues to pursue major projects that will enhance the long-term value of our portfolio. They are also evolving our business model to enable us to compete and succeed better in today’s environment by spreading risk and partnering with like-minded entities on development projects. These projects require a particular set of expertise and skills, and the Compensation Committee sought to design a component of compensation specifically to retain and incentivize our team.
In doing so, the Compensation Committee considered several factors:

Large development projects in New York City are extraordinarily complex and require a long, intensive period of time to complete, often taking 7-10 years from conception to stabilization (e.g., 220 Central Park South), and require highly specialized knowledge of the NYC zoning process, building regulations and construction expertise, as well as financing and leasing expertise.

These development projects, while potentially very profitable, are also extraordinarily capital intensive and generally entail significant risk. In order for us to undertake large development projects that may last close to a decade, the Company must maintain a best-in-class development team and be confident that it will be able to retain that strong team throughout the development process.

Maintaining a world-class development team in-house, rather than outsourcing development projects to third parties, provides key advantages including allowing for seamless communication among our development, leasing, financing and senior management teams, and provides us with greater control. This results in higher quality projects at better yields and significantly lower costs and risk to shareholders.

It often may be beneficial to the Company to enter into joint ventures with third-party investors that can provide capital for developments and enable the Company to leverage its skills, enhance its economics and diversify its risk.
The Compensation Committee believes that it is important for the Company to have a compensation tool it can use to reward employees for these large, long-term development projects where the potential reward is clear to employees and is not dependent on our Share price, which is generally outside of our control, and certainly outside the control of the development team. In addition, we are often competing for talent with private developers that can offer profit-sharing opportunities and the ability for employees to participate in fees. Thus, in order to incentivize joint ventures with third-parties, reward employees’ dedication to these large development projects, and encourage retention of our team members, in December 2023, the Compensation Committee established a new compensation pool (the “Development Fee Pool”).
Development Fee Pool Structure

Comprised of not more than forty percent (40%) of all net development fees received by the Company and its affiliates from third parties with respect to the 350 Park Avenue development (the “350 Park Avenue Project”) and from future development projects.

The Development Fee Pool only applies to fees paid by joint-venture partners or other third parties but does not apply to wholly-owned Company developments. “Net development fees” excludes any amounts attributable to the Company’s share of a payment made by a joint venture.

Upon the closing of the 350 Park Avenue transaction in the first quarter of 2023, the Company received an initial $25 million installment of development fees for the 350 Park Avenue Project. Based on the Company’s anticipated 36% interest in the 350 Park Avenue Project joint venture which, if formed, will bear the cost of the development fee, $16 million of such development fee is attributable to third parties. Accordingly, $6.4 million (representing 40% of $16 million) was available in the Development Fee Pool and, on December 15, 2023, the Compensation Committee approved cash payments to Messrs. Roth, Franco, Langer and Weiss of $2.2 million, $1.4 million, $1.4 million and $1.4 million, respectively, from the Development Fee Pool in connection with their extraordinary efforts in sourcing and completing the complex 350 Park Avenue transaction.

The Compensation Committee expects that future distributions from the Development Fee Pool may also be allocated to non-NEOs that work on and support our new developments.

Because of the large scale and duration of development projects, the Compensation Committee expects that Development Fee Pool allocations will only be made on an episodic basis and that they will not be an annual occurrence.
 

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2024 PROXY STATEMENT SUMMARY

All Development Fee Pool allocations must be approved by the Compensation Committee and, consistent with historical practice, the material terms of all joint venture transactions, including any development fee arrangements, must be approved by our Board of Trustees.
Shareholder Engagement and Feedback
At our 2023 Annual Meeting of Shareholders, our say-on-pay proposal received the support of the holders of over 77% of our Shares that voted on the proposal. Since our 2023 Annual Meeting, we reached out to shareholders representing more than 70% of our outstanding Shares (as of December 31, 2023) and spoke with shareholders representing more than 50% of our outstanding Shares. Our Lead Independent Trustee participated in conversations with several of our largest shareholders.
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In addition to our ESG-focused engagements and discussions in the ordinary course of business, we engaged directly with our investors in various forums including at the BofA 2023 Global Real Estate Conference and the NAREIT REITweek NYC conference.
 

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2024 PROXY STATEMENT SUMMARY
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Total Direct/Realizable and Total Realized Compensation are calculated as described in the Compensation Discussion and Analysis section of this Proxy Statement. 2023 Total Direct/Realizable Compensation includes the June 2023 Awards discussed above.
Pay-for-Performance Alignment
Our executive compensation program is designed so that the actual Total Realized Compensation closely aligns with our actual Share performance. Total Direct/Realizable Compensation for our Chairman and Chief Executive Officer (“CEO”) excluding the June 2023 Awards, was approximately flat for the 2021-2023 period, and his Total Realized Compensation is significantly lower than Total Direct/Realizable Compensation for each year. Performance-based, long-term equity awards for the three- or four-year performance periods ending in 2019, 2020, 2021 and 2023 were not earned and no payouts were made in respect of these awards, demonstrating the at-risk nature of our performance-based program and its alignment with our actual Share performance.
The following shows the 2023 pay mix for our CEO. 76% of his Total Direct/Realizable 2023 compensation is variable and subject to Company performance:
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2024 PROXY STATEMENT SUMMARY
The following graphic summarizes the performance periods and outcomes for our recent performance-based equity grants as of the record date. The performance hurdles for the Outperformance Plan (“OPP”) awards granted in each of 2015, 2016, 2017, 2018 and 2020 and the Performance AO LTIP awards granted in 2019 did not meet the applicable performance condition and accordingly each of those awards were forfeited in their entirety. The 2022 and 2023 performance program lines below show the performance of our regular 2022 Long-Term Performance Plan (“LTPP”) programs and 2023 LTPP, respectively, and the latter do not include the Performance AO LTIP Units granted as part of the June 2023 Awards. For purposes of the table below, we measure the Company’s absolute and relative performance under the 2022 and 2023 LTPPs as of December 31, 2023, though the actual number of units that will be earned will depend on actual performance through the end of the applicable measurement period. The “required price to begin earning” set forth below represents the adjusted Share price after reflecting adjustments for the Company’s spin-offs of Urban Edge Properties and JBG Smith.
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Our Performance AO LTIP Units granted in 2019 included a performance condition requiring that our Share price close 10% above the strike price of $62.62 for 20 consecutive trading days before January 14, 2023. That performance condition was not met and consequently these units were forfeited.
Our 2020 OPP Plan provided participants the opportunity to earn equity awards if Vornado achieved certain absolute total shareholder returns and/or outperformed a benchmark weighted index consisting of other office and retail real estate companies. As of March 30, 2023, the end of the 2020 OPP measurement period, Vornado’s total shareholder return over the measurement period was -52.08% compared to a -8.60% return for the weighted index during such period and accordingly all awards under the 2020 OPP Plan were forfeited in their entirety.
Our 2021 OPP Plan provides participants the opportunity to earn equity awards if Vornado achieves certain absolute total shareholder returns and/or outperforms a benchmark weighted index consisting of other office and retail real estate companies. As of March 31, 2024, Vornado’s total shareholder return over the measurement period was -7.53% compared to a -4.99% return for the weighted index during such period.
 

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2024 PROXY STATEMENT SUMMARY
Executive Compensation Philosophy
Our compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.
The objectives of the program include:
RETAIN
a highly experienced, “best-in-class” team of executives who have worked together as a team for a long period of time and who make major contributions to our success.
ATTRACT
other highly qualified executives to strengthen that team as needed.
MOTIVATE
our executives to contribute to the achievement of company-wide and business-unit goals as well as to pursue individual goals.
EMPHASIZE
equity-based incentives with long-term performance measurement periods and vesting conditions.
ALIGN
the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.
ACHIEVE
an appropriate balance between risk and reward in our compensation programs that does not encourage excessive or inappropriate risk-taking.
 

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Board and Committee Refreshment
Over the last eight years, we have added four new independent Trustees, comprising 40% of our Board: Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri.
We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee, in 2021 we added Ms. Hamza Bassey to the Compensation Committee, in 2022 we added Ms. Hamza Bassey to the Audit Committee and in 2023 we added Mr. McGuire to the Compensation Committee.
As demonstrated by our Board’s actions over the past several years, we remain committed to ongoing Board refreshment and will continue to pursue qualified, diverse candidates for election to our Board.
The following charts summarize the composition of our Board following our recent refreshment:
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In the past five years, our Board added three new independent Trustees:

Ms. Hamza Bassey joined our Board in 2020. She has served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an African-focused banking group, since February 2015. She has brought legal, investment, financial and international experience.

Mr. Helman joined our Board in 2019. He has brought investment, technology, private equity, capital markets, and public company board experience.

Mr. McGuire joined our Board in 2022. He is President of Lazard, Inc. and was previously Vice Chairman of Citigroup and Chairman of Citi’s Banking, Capital Markets and Advisory business and brings investment, financial, capital markets and strategic experience.
We believe that the balance of skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise and institutional knowledge of our longer-tenured Trustees, provide substantive support for the Board’s oversight of the Company’s business and strategy. In combination with Board refreshment, we have also rotated committee memberships to bring new perspectives to committees.
 

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2024 PROXY STATEMENT SUMMARY
Environmental Stewardship, Social Responsibility and Governance (ESG) Highlights
Our Board is committed to sound governance practices designed to promote the long-term interests of shareholders and to strengthen Board and management accountability. Many of these governance practices were influenced by and responsive to shareholder feedback over the years.
BOARD OF TRUSTEES

Highly engaged, experienced Board with diverse skills and expertise

Commitment to Board refreshment, with a focus on gender, racial and ethnic diversity

80% of the Board is independent and independent Trustees conduct regular executive sessions

30% of our Board members are female and 30% are racially/ethnically diverse

Lead Independent Trustee with significant authority and responsibility

Annual Board and committee self-evaluations

Annual review of Board leadership structure

Robust share ownership guidelines that align the interests of Trustees with those of our shareholders

Three of our Board members each own more than 1% of our Shares

Actively engaged in strategic, risk and management oversight, including cybersecurity matters

Oversees diversity and inclusion matters

Active approach to management succession planning

Corporate Governance and Nominating Committee oversees our ESG program and sustainability initiatives and the full Board receives ESG presentations from management on developments in the ESG space on a regular basis

Corporate Governance and Nominating Committee oversees and monitors internal compliance with ethical and social policies

Strictly restrict political contributions on behalf of the Company and compliance with that policy is subject to the oversight of the Corporate Governance and Nominating Committee; Consistent with Vornado’s past practices, we did not make any direct political contributions to candidate campaigns in 2023
 

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2024 PROXY STATEMENT SUMMARY
GOVERNANCE PRACTICES

Robust and ongoing shareholder engagement program and demonstrated responsiveness to feedback

Annual Trustee elections and committee appointments

Market standard proxy access

Shareholders may amend our Bylaws

Annual say-on-pay voting

Trustee resignation policy in uncontested elections for failure to receive majority support

No poison pill

Declaration of Trust may be amended by a majority vote of the Board and a majority vote of outstanding shares (excluding limited provisions to protect REIT tax status and removal of Trustees)
COMPENSATION PRACTICES

Pay-for-performance philosophy, including 76% of CEO’s and 71% of other NEOs’ average 2023 Total Direct/Realizable Compensation in the form of equity with actual value tied to Vornado’s Share price performance

Significant portion of long-term compensation is in the form of performance-based equity, which requires the achievement of significant performance hurdles to have any value

2022 and 2023 executive compensation program incorporates ESG metrics in the LTPPs

In addition to our claw-back policy required by NYSE rules, we have an enhanced claw-back policy, subject to the oversight of the Corporate Governance and Nominating Committee, that also provides for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit

Formula-driven annual bonus plan cap

Actual Total Realized Compensation of our CEO and other NEOs is aligned with actual Share performance

Anti-hedging and anti-pledging policies

Our equity plans have a double-trigger equity acceleration upon a change of control

CEO has no employment agreement and is not entitled to any special severance upon a change of control or other employment termination

No excessive perks and no retirement plan other than a 401(k)

No tax gross-ups

CEO is required to hold Company equity having a value equal to at least 6x his salary and each of our other NEOs is required to hold Company equity with a value equal to at least 3x such executive’s salary
 

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2024 PROXY STATEMENT SUMMARY
ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBILITY

Industry-leading sustainability program

EPA ENERGY STAR Partner of the Year Award with Sustained Excellence received nine times

Global Real Estate Sustainability Benchmark Green Star Ranking in every year since 2013, with an “A” grade for our public disclosure

NAREIT Leader in the Light Award for thirteenth time in 2023

One of the largest owners of LEED-certified property in the United States

Reporting pursuant to SASB framework in ESG report, examined by third party and furnished to the Securities and Exchange Commission on a Form 8-K filing

Signatory of the Task Force on Climate-related Financial Disclosures

Respondent to Carbon Disclosure Project (CDP) beginning in 2021

Comprehensive medical, vision and dental insurance, 401(k) employer match and HSA contributions

A stipend for employees expanding family through adoption, surrogacy or IVF to assist with costs not covered by medical insurance

Employee wellness programs and incentives

Strong Code of Business Conduct and Ethics applies to all Trustees, executive officers and employees

Employee policies and manuals prohibit discrimination, bribes, money laundering and other corruption

Restrictions on conflicts of interest

Established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing

Comply with all applicable laws and regulations regarding employing child labor, respecting human rights and not purchasing conflict minerals

Refreshed and renewed anti-harassment policy

Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice

Include gender and racial diversity data at management level and across our entire employee base in our annual ESG report; as of December 31, 2023, 53% of our Vornado corporate employees (excluding Building Maintenance Services LLC (“BMS”) employees) were female and 34% were racial minorities, and, as of December 31, 2023, 34% of BMS employees were female and 76% of BMS employees were racial minorities
Please also see our Chairman’s Letter that can be found on our website at www.vno.com/chairmansletter. Our Chairman’s Letter is not a part of, or incorporated by reference in, this Proxy Statement.
 

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TABLE OF CONTENTS
TABLE OF CONTENTS
2
How do you vote? 2
Who is entitled to vote? 2
How do you attend, vote and ask questions during the meeting? 2
What is the quorum necessary for the meeting? 3
How will votes be counted? 3
4
Trustees Standing for Election 4
Relationships Among our Trustees 9
10
Our Mission and Culture 10
Governance Highlights 10
Shareholder Engagement and Governance Changes 12
NYSE-Listed 12
Our Corporate Governance Framework 12
Corporate Governance at a Glance 13
Board Independence 14
Approval of Related Party Transactions 14
Board Participation 14
Developing an Effective Board 15
Board Leadership Structure 17
Lead Independent Trustee Role 18
Board and Committee Refreshment 18
Commitment of our Board 19
Committees of the Board 19
The Board’s Role in Risk Oversight 22
23
Strong Ethical and Social Policies 23
Human Capital Management and Social Engagement 23
Leader in Sustainability Practices 24
Sustainability 24
25
Principal Security Holders Table 25
Delinquent Section 16(a) Reports 27
28
Executive Summary 28
Key Compensation Highlights 28
 

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Approach of this Compensation Discussion and Analysis 29
Shareholder Engagement and Board Responsiveness 29
2023 Business Highlights 30
Executive Compensation Philosophy 31
Compensation Components 32
How Pay Aligns with Performance 36
How We Determine Executive Compensation 36
Elements of Our Compensation Program 39
Description of Awards 40
Operational Performance Component (50% of Total Award) 41
Absolute Modifiers 41
Post-Vesting Holding Period 41
June 2023 Awards 43
Development Fee Pool 45
Equity Ownership Guidelines 46
Comparison of 2021-2023 Total Direct/Realizable Compensation 47
Total Direct/Realizable Compensation Table 48
Comparison of Total Realized Compensation with Total Direct/Realizable Compensation 49
Total Realized Compensation Table 49
Current Year Compensation Decisions 50
Other Compensation Policies and Practices 51
52
53
Summary Compensation Table 53
All Other Compensation Table 55
Grants of Plan-Based Awards in 2023 56
Outstanding Equity Awards at Year-End 57
Aggregate Option Exercises in 2023 and Units Vested 59
Employee Retirement Plan 59
Deferred Compensation 59
Employment Contracts 60
Severance and Change of Control Arrangements 62
Pay Versus Performance Table 66
Pay Ratio Disclosure Rule 71
72
72
73
75
76
 

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Audit Fees 76
Audit-Related Fees 76
Tax Fees 76
All Other Fees 76
Pre-Approval Policies and Procedures 76
78
Advisory Resolution on Executive Compensation 78
79
79
79
79
ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALS 79
 

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2024 Proxy Statement
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888 Seventh Avenue
New York, New York 10019
PROXY STATEMENT
Annual Meeting of Shareholders to Be Held on May 23, 2024
The accompanying proxy is being solicited by the Board of Trustees (the “Board of Trustees” or the “Board”) of Vornado Realty Trust, a Maryland real estate investment trust (“we,” “us,” “our,” the “Company” or “Vornado”), for exercise at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, May 23, 2024, beginning at 11:30 A.M., New York City time, virtually via the Internet. Our principal executive office is located at 888 Seventh Avenue, New York, New York 10019. Our proxy materials, including this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card or voting instruction form and our 2023 Annual Report are being distributed and made available on or about the date of this proxy statement.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our shareholders access to our proxy materials on the Internet. Accordingly, a notice of Internet availability of proxy materials will be mailed on or about the date of this proxy statement to our shareholders of record as of the close of business on March 25, 2024. Shareholders may (1) access the proxy materials on the website referred to in the notice or (2) request that a printed set of the proxy materials be sent, at no cost to them, by following the instructions in the notice. You will need your 16-digit control number that is included with the notice mailed on or about the date of this proxy statement, to authorize your proxy for your Shares (as defined below) through the Internet. If you are a shareholder of the Company as of the close of business on March 25, 2024 and have not received a copy of this notice of Internet availability, please contact our investor relations department at 201-587-1000 or send an e-mail to inquiries@vno.com. If you wish to receive a printed version of these materials, you may request them at www.proxyvote.com or by dialing 1-800-579-1639 and following the instructions at that website or phone number.
 

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2024 PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
How do you vote?
If you hold your common shares of beneficial interest, par value $0.04 per share (our “Shares”) of record in your own name as a registered holder, you may vote over the Internet at the Annual Meeting or you may authorize a proxy to vote your shares over the Internet (at www.proxyvote.com), by telephone (at 1-800-690-6903) or by executing and returning a proxy card. Once you authorize a proxy, you may revoke that proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of your proxy to our Secretary at our principal executive office or (4) attending the Annual Meeting and voting via the Internet (but your attendance at the Annual Meeting will not automatically revoke your proxy unless you validly vote again during the Annual Meeting).
If you hold your shares in “street name” ​(that is, as beneficial owner through a bank, broker or other nominee), your broker or nominee will not be permitted to vote your Shares (other than with respect to the ratification of the appointment of our independent registered public accounting firm) unless you provide instructions to your broker or other nominee on how to vote your Shares. If you hold your shares in “street name,” you will receive instructions and a voting instruction form from your nominee that you must follow in order to have your proxy authorized, or you may contact your nominee directly to request these voting instructions. You should instruct your broker or nominee how to vote your Shares by following the directions provided by your broker or nominee.
To be effective, later-dated proxy cards,voting instruction forms, proxies authorized via the Internet or telephone or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 22, 2024.
We will pay the cost of soliciting proxies. We have hired MacKenzie Partners, Inc. to solicit proxies for a fee not to exceed $6,000. In addition to solicitation by mail, by telephone and by e-mail or the Internet, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals and we may reimburse them for their expenses in so doing. Members of our Board and members of management of the Company may also solicit proxies.
Who is entitled to vote?
Only holders of record of our Shares as of the close of business on March 25, 2024 are entitled to notice of and to vote at the Annual Meeting. We refer to this date as the “record date.” On that date, 190,482,043 of our Shares were outstanding and entitled to vote at the Annual Meeting. Holders of Shares as of the close of business on the record date are entitled to one vote per Share on each matter properly presented at the Annual Meeting.
How do you attend, vote and ask questions during the meeting?
This year’s Annual Meeting will be a virtual meeting of shareholders conducted via live audio webcast. To be admitted to the Annual Meeting, you must have been a shareholder at the close of business on the record date of March 25, 2024 or be the legal proxy holder or qualified representative of such shareholder. The virtual Annual Meeting will afford shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically at the Annual Meeting and to ask questions in accordance with the rules of conduct for the meeting, which will be available on www.virtualshareholdermeeting.com/VNO2024 during the Annual Meeting.
To attend and participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/VNO2024. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to access the virtual meeting.
Shareholders must provide advance written notice to the Company if they intend to have a legal proxy (other than the persons appointed as proxies on the Company’s proxy card) or a qualified representative attend the Annual Meeting on their behalf. The notice must include the name and address of the legal proxy holder or qualified representative and must be received by the Company by 5:00 p.m. New York City time on May 10, 2024 in order to allow enough time to register such person to attend the Annual Meeting.
 

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2024 PROXY STATEMENT
If you have not voted your Shares prior to the Annual Meeting or you wish to change your vote, you will be able to vote or re-vote your Shares electronically during the Annual Meeting by clicking “Vote Here” on the meeting website. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote your Shares prior to the Annual Meeting date by one of the methods described in this proxy statement.
If you wish to submit a question, you may do so live during the Annual Meeting by attending the Annual Meeting at www.virtualshareholdermeeting.com/VNO2024 and following the instructions for submission of questions.
Only questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. If any questions pertinent to meeting matters cannot be answered during the Annual Meeting due to time constraints, we will post and answer a representative set of these questions online at https://investors.vno.com. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.
Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. If you have any technical difficulties or any questions regarding the virtual meeting website, our platform provider will be ready to assist you. If there are any technical issues in convening or hosting the Annual Meeting, we will promptly post information to our investor relations website, https://investors.vno.com, including information on when the Annual Meeting will be reconvened.
What is the quorum necessary for the meeting?
The holders of a majority of the outstanding Shares entitled to vote as of the close of business on the record date, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.
How will votes be counted?
Any proxy, properly executed and returned, will be voted as directed and, if no direction is given, will be voted as recommended by the Board of Trustees in this proxy statement and in the discretion of the proxy holder as to any other matter that may properly come before the Annual Meeting. A broker non-vote or an abstention from voting, as applicable, will count for the purposes of determining a quorum, but will not be treated as votes cast and will have no effect on the result of the votes on any of the proposals. Any proxy marked “withhold” will count for the purposes of determining a quorum and will have no effect on the result of the votes on election of Trustees, but, if any nominee for Trustee fails to receive approval of a majority of the votes cast (for this purpose, more “for” votes cast than “withhold” votes with respect to the applicable nominee), that Trustee must tender his or her offer of resignation to the Board of Trustees for its consideration. A broker non-vote is a vote that is not cast on a non-routine matter because the Shares entitled to cast the vote are held in street name, the broker lacks discretionary authority to vote the Shares on that matter and the broker has not received voting instructions from the beneficial owner.
The election of each of our nominees for Trustee (Proposal 1) requires a plurality of the votes cast at the duly called Annual Meeting, with a quorum present; however, any nominee for Trustee who does not receive the approval of a majority of the votes cast (more “for” votes than “withhold” votes with respect to the applicable nominee)will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board of Trustees for its consideration. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2) and the approval of the non-binding, advisory vote on executive compensation (Proposal 3) each require the affirmative vote of a majority of the votes cast on such matter at the Annual Meeting.
 

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2024 PROXY STATEMENT
PROPOSAL 1: ELECTION OF TRUSTEES
Trustees Standing for Election
Our Board has 10 Trustees, all of whom have been nominated for election at our Annual Meeting. Our Board, on the recommendation of our Corporate Governance and Nominating Committee, has nominated each of Mr. Steven Roth, Ms. Candace K. Beinecke, Mr. Michael D. Fascitelli, Ms. Beatrice Hamza Bassey, Mr. William W. Helman IV, Mr. David M. Mandelbaum, Mr. Raymond J. McGuire, Ms. Mandakini Puri, Mr. Daniel R. Tisch and Mr. Russell B. Wight, Jr. for election at our Annual Meeting. If elected, such persons will serve until the Annual Meeting of Shareholders in 2025 and until their respective successors are duly elected and qualified. Each of these nominees currently serves as a member of our Board.
Unless you direct otherwise in your signed and returned proxy, each of the persons named in the accompanying proxy will vote your Shares for the election of each of the 10 nominees for Trustees. If any nominee at the time of election is unavailable to serve, it is intended that each of the persons named in the proxy as a proxy holder will vote for an alternate nominee who will be recommended by the Corporate Governance and Nominating Committee of our Board and nominated by the Board. Alternatively, the Board may reduce the size of the Board and the number of nominees. Proxies may be exercised only for the nominees named or such alternates. We do not currently anticipate that any nominee for Trustee will be unable to serve as a Trustee.
The Board of Trustees recommends that shareholders vote “FOR” the election of each of the nominees listed below to serve as a Trustee until the Annual Meeting of Shareholders in 2025 and until his or her respective successor has been duly elected and qualified.
Under our Bylaws, a plurality of all the votes cast at the Annual Meeting, if a quorum is present, is sufficient to elect a Trustee. A “withhold” vote or an abstention, as applicable, and broker non-votes will count for the purposes of determining a quorum but will not be counted as votes cast and will have no effect on the result of this vote. However, any Trustee who does not receive the affirmative vote of a majority of the votes cast for his or her election to the Board (for this purpose, a greater number of “for” votes than “withhold” votes) in an uncontested election (such as this election) will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board for its consideration.
The following table lists the nominees for election to the Board to serve until the 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. For each such person, the table lists the age, principal occupation, position presently held with the Company, if any, and the year in which the person first became a member of our Board or a director of our predecessor, Vornado, Inc.
 

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2024 PROXY STATEMENT
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(1)
Beneficially owns in excess of 1% of our Shares.
(2)
Independent pursuant to the rules of the NYSE as determined by the Board.
 

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(2)
Independent pursuant to the rules of the NYSE as determined by the Board.
 

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2024 PROXY STATEMENT
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(1)
Beneficially owns in excess of 1% of our Shares.
(2)
Independent pursuant to the rules of the NYSE as determined by the Board.
 

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2024 PROXY STATEMENT
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(1)
Beneficially owns in excess of 1% of our Shares.
(2)
Independent pursuant to the rules of the NYSE as determined by the Board.
 

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Relationships Among our Trustees
We are not aware of any family relationships among any of our Trustees or executive officers or persons nominated or chosen by us to become Trustees or executive officers.
Messrs. Roth, Mandelbaum and Wight are general partners of Interstate. Since 1992, Vornado has managed all the operations of Interstate for a fee as described in “Certain Relationships and Related Transactions—Transactions Involving Interstate Properties.”
Messrs. Roth, Mandelbaum and Wight and Ms. Puri are also directors of Alexander’s. As of the record date, the Company, together with Interstate and its general partners, beneficially owns approximately 58% of the outstanding common stock of Alexander’s.
For more information concerning Interstate, Alexander’s and other relationships involving our Trustees, see “Certain Relationships and Related Transactions.”
 

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2024 PROXY STATEMENT
CORPORATE GOVERNANCE
OUR MISSION
AND CULTURE
Our mission is to execute on the objectives and strategy that we set out in our Annual Report on Form 10-K.
Our goal, culture and intent are to do so in a manner that:

adds value to the communities in which we operate;

provides a rewarding, engaging and motivating environment for our employees; and

accomplishes our mission while seeking to maintain the highest ethical standards in a sustainable manner.
Governance Highlights
Regular Shareholder Engagement

We, at least annually, offer to meet in person or virtually, with shareholders representing over 50% of our Shares.

Ms. Candace K. Beinecke, our Lead Independent Trustee, has participated in many of these meetings.
Strong, Independent, Diverse and Engaged Board

In the past eight years, our Board has added four new independent Trustees to the Board, all of which are independent. We are committed to a continuous process of Board refreshment.

In 2020, our Board appointed Ms. Puri to be Chair of our Audit Committee, in 2021, our Board appointed Ms. Hamza Bassey as a member of our Compensation Committee, in 2022, our Board appointed Ms. Hamza Bassey as a member of our Audit Committee and in 2023, our Board appointed Mr. McGuire as a member of our Compensation Committee.

80% of our Board is independent, with the only non-independent members being the current and former Chief Executive Officers.

30% of our Board members are female and 30% are racially/ethnically diverse.

Our Board members are invested in our Company: they are required (within five years of election) to hold Company equity having a value of at least 5x their annual cash retainer. Three of our Board members each currently own more than 1% of our Shares.

We have a Lead Independent Trustee with significant authority and responsibility.

Our Board is actively engaged in strategic, risk and management oversight, including cybersecurity matters, and has robust strategic discussions at every regularly scheduled Board meeting.

Our Board receives regular updates from senior management on ESG matters, including diversity and inclusion matters and actively monitors and oversees these areas.

Our Board and Board Committees undertake a robust self-evaluation at least annually led by our Lead Independent Trustee.
 

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Our Board actively monitors, oversees and participates in management succession planning. In 2019, the Board oversaw the promotion and hire of a new generation of leadership across all aspects of the Company’s operations with the creation, and filling, of the roles of President, Co-Heads of Real Estate and Head of Retail and in 2020, the Board appointed Mr. Michael J. Franco as Chief Financial Officer (in addition to his existing President role) and Mr. Thomas J. Sanelli as Executive Vice President—Finance & Chief Administrative Officer, in each case, effective December 31, 2020.

The diverse skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise and institutional knowledge of our longer-tenured Trustees, support the Board’s oversight of Company business and strategy.

Our Board directly, and through the Corporate Governance and Nominating Committee, actively monitors our sustainability initiatives and compliance with our ethical and social policies.
Strong Shareholder Rights

We have a single class of Trustees, elected annually.

We have adopted proxy access with a 3/3/20/20 market standard.

Our shareholders may amend our Bylaws.

We require a Trustee to tender his or her offer of resignation if he or she does not receive majority support in uncontested elections.

In addition to our claw-back policy required by the NYSE rules, we have an enhanced claw-back policy that also provides for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.

We have anti-hedging and anti-pledging policies.

We do not have a poison pill.

Our Declaration of Trust may be amended by approval of the Board and a majority vote of our outstanding Shares other than with respect to limited provisions intended to protect our REIT tax status and the removal of Trustees.
 

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2024 PROXY STATEMENT
Shareholder Engagement and Governance Changes
Over the past several years we have adopted a number of significant governance changes following outreach to our shareholders for their views. During each of the past nine years, we met with or spoke to holders of more than 40% of our Shares. Based on that outreach, we believe the combination of actions we have taken present an overall corporate governance structure responsive to our shareholders’ views. The changes implemented include:

We have added four new independent Trustees: Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri.

We have increased the diversity of our Board so that now 30% of our Board members are female and 30% are racially/ethnically diverse.

We have rotated Compensation Committee membership, adding Ms. Hamza Bassey and Mr. McGuire.

We have appointed a new Chair for our Audit Committee and added Ms. Hamza Bassey to the Audit Committee.

We oversaw the promotion and hire of a new generation of management leadership.

We amended our organizational documents to provide shareholders with the power to amend our Bylaws.

We declassified our Board so that we now have a single class of Trustees elected annually.

We adopted proxy access with a 3/3/20/20 market standard.

We adopted anti-hedging and anti-pledging policies.

In addition to our claw-back policy required by the NYSE rules, we have an enhanced claw-back policy that also provides for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.

We provided greater disclosure concerning our policy restricting political contributions and spending and strengthened the oversight by the Corporate Governance and Nominating Committee of our compliance with this policy.

We made specific changes to our compensation program in response to shareholder input such as incorporating ESG metrics in our LTPP.

We provided greater disclosure concerning our sustainability efforts with a report by our independent auditors.

We provided greater disclosure concerning our employee training and inclusion programs.

We refreshed and renewed our anti-harassment policy.

We amended our Corporate Governance and Nominating Committee Charter to formalize and strengthen the oversight by that Committee of environmental, social and governance and climate change matters.

We added disclosure to our table of Board members to indicate which members beneficially own in excess of 1% of our Shares.

We provided increased and tabular disclosure regarding our Trustee selection process and our current and desired Trustees skill sets.
NYSE-Listed
The common shares of the Company or its predecessor have been continuously listed on the NYSE since January 1962 and the Company is subject to the NYSE’s Corporate Governance Standards.
Our Corporate Governance Framework
Vornado is committed to effective corporate governance and high ethical standards. Our Board believes that these values are conducive to strong performance and creating long-term shareholder value. Our governance framework gives our highly experienced independent Trustees the structure necessary to provide oversight, advice and counsel to the Company. The Board has adopted the following documents, which are available on our website (www.vno.com/governance/overview):

Audit Committee Charter

Compensation Committee Charter

Corporate Governance and Nominating Committee Charter

Corporate Governance Guidelines

Code of Business Conduct and Ethics
We will post any future changes to these documents to our website and may not otherwise make public such changes. Our regular filings with the SEC and our Trustees’ and executive officers’ filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), are also available on our website. In addition, copies of these documents are available free of charge from the Company upon your written request. Requests should be sent to our investor relations department located at our principal executive office.
The Code of Business Conduct and Ethics applies to all of our Trustees, executive officers and other employees.
 

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Corporate Governance at a Glance
Board Independence

Eight of 10 of our Trustees are independent.

Our only non-independent Trustees are our current and former CEOs, who have extensive and valuable experience with our Company.

Our Board members generally have significant personal investments in our Company and engage in robust and open debates concerning all significant matters affecting our Company.
Board Composition

The Board has fixed the current number of Trustees at 10.

The Board at least annually assesses its performance through Board and committee self-evaluation.

Our Trustees are highly experienced in their fields of endeavor and apply valuable and diverse skill sets to address our business and strategic needs.

The Corporate Governance and Nominating Committee leads the full Board in considering Board competencies and refreshment and actively seeks new candidates to consider as Board members.
Board Committees

Our Board has four committees: Audit, Compensation, Corporate Governance and Nominating and Executive.

With the exception of the Executive Committee (our Chairman serves on this Committee), all other standing Committees are comprised entirely of independent Trustees.
Leadership Structure

Our Chairman is the CEO of our Company. He interacts closely with our Lead Independent Trustee, who has powers and duties that reflect corporate governance best practices.

The independent Trustees consider and vote upon our Lead Independent Trustee annually. Our Board re-appointed Ms. Candace K. Beinecke as Lead Independent Trustee on February 8, 2024. Among other duties, our Lead Independent Trustee chairs executive sessions of the independent Trustees at every regular Board meeting to discuss certain matters without management present and approves agenda items and materials sent to the Board. Furthermore, Ms. Beinecke works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors.

The Board will consider whether a separate chairperson is appropriate at the time of the next CEO transition.
Risk Oversight

Our full Board is responsible for risk oversight, and has designated, and may in the future designate, committees to have particular oversight of certain key risks. Our Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. Our Board regularly has in-depth discussions concerning the Company’s strategies and risks during which the Board actively questions and considers these topics.
Open Communication and Shareholder Engagement

We encourage open communication and strong working relationships among the Lead Independent Trustee, the Chairs of our Board committees, our Chairman and our other Trustees.

Our Trustees have access to, and regularly meet with, senior management and other employees.

We actively seek input from our shareholders through our shareholder engagement programs; shareholders may also contact our Board, Lead Independent Trustee or management through our website or by regular mail.

We host quarterly earnings conference calls to which all shareholders have access.
Trustee Stock Ownership

Our Trustees are required to own (or to acquire within a specified time frame) Company equity having a value equal to at least five times their annual cash retainer.
 

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Management Succession Planning

Our Corporate Governance and Nominating Committee actively monitors our succession planning.

Our Board regularly reviews senior management succession and development plans. Our Board regularly reviews future candidates for the CEO position and other senior leadership roles and potential succession timing for those positions, including under emergency circumstances. Our Board has adopted a formal CEO-succession plan and reviews that plan at least annually.

The Board reviews and discusses career development plans for individuals identified as high-potential candidates for senior leadership positions and the Board members interact with these candidates in formal and informal settings during the year.

The Board recognizes that succession planning is a key component of the Company’s continued success. Pursuant to our Corporate Governance Guidelines, on at least an annual basis and typically more frequently, the Board, in full meetings and in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near-term and long-term planning. The Board reviews potential candidates for promotion in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of the Company’s current executive officers and succession candidates, the timeline for implementing the succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.
Sustainability, Corporate Responsibility and Political Contributions

Our Corporate Governance and Nominating Committee as well as our full Board actively monitor our programs and initiatives on sustainability, environmental matters, climate change and social responsibility and receive updates regularly. Our Board delegated to our Corporate Governance and Nominating Committee responsibility for direct oversight to monitor the effects of climate change on the Company and to develop policies relating thereto.

Our Corporate Governance and Nominating Committee monitors our policy restricting political contributions and spending. Our policy strictly restricts political contributions or political spending on behalf of the Company subject to senior management approval and Corporate Governance and Nominating Committee oversight.

Consistent with Vornado’s past practices, we did not make any direct political contributions to candidate campaigns in 2023.
Board Independence
The Board has determined that Mses. Beinecke, Hamza Bassey and Puri and Messrs. Helman, Mandelbaum, McGuire, Tisch and Wight are independent Trustees under the Corporate Governance Standards of the NYSE, with the result that eight of our 10 Trustees standing for election are independent. The Board reached these conclusions after considering all applicable relationships between or among such Trustees and the Company or management of the Company. These relationships are described in the sections of this proxy statement entitled “Relationships Among Our Trustees” and “Certain Relationships and Related Transactions.” Among other factors considered by the Board in making its determinations regarding independence was the Board’s determination that these Trustees met all of the “bright-line” requirements of the NYSE’s Corporate Governance Standards as well as the categorical standards adopted by the Board as contained in our Corporate Governance Guidelines.
Approval of Related Party Transactions
Our Code of Business Conduct and Ethics includes a policy for the review and approval of transactions involving the Company and related parties. Under the policy, “related parties” means our executive officers and Trustees, as well as any such person’s immediate family members. The policy also covers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. Under the policy, all related party transactions are submitted to the Board or an independent committee thereof for review and are subject to approval.
Board Participation
Our Board is actively involved in strategic, risk and management oversight and regularly has in-depth discussions concerning the Company’s strategies and risks during which the Board actively questions and considers these
 

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topics. Our Board is involved in every strategic decision made by the Company; agendas are organized so that, at every regular meeting, strategic and business decisions receive the most prominence and our CEO regularly consults with Board members on these matters between meetings. Furthermore, the Board regularly meets with the Company’s most senior executive officers as well as the officers who directly report to the most senior executives. The Board believes a good working knowledge of these multiple levels of management aid it considerably in its important role of management oversight as well as with succession planning. Our Company relies upon the measured financial and strategic guidance, probing questions and judgment of our Board members.
Developing an Effective Board
Trustee Recruitment Process
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Our Board believes that the Board should be comprised of members who encompass a broad range of skills, expertise, industry knowledge and diversity of opinion, experience, perspective and contacts relevant to our business. Our Board is deeply involved in the business and strategy of our Company and the great depth of experience and insight that our Board members bring to meetings continues to be invaluable. The Corporate Governance and Nominating Committee and the Board believe that considering a Board candidate involves various objective and subjective assessments, many of which are difficult to quantify or categorize. However, the Corporate Governance and Nominating Committee and the Board do consider the following characteristics, competencies, and attributes when considering candidates for inclusion on our Board.
Personal Characteristics

Integrity and Accountability: High ethical standards, integrity and strength of character in his or her personal
and professional dealings and a willingness to act on and to be accountable for his or her decisions.

Informed Judgment: Demonstrates intelligence, wisdom and thoughtfulness in decision-making. Demonstrates a willingness to thoroughly discuss issues, ask questions, express reservations, and voice dissent.

Financial Literacy: An ability to read and understand financial statements, financial ratios and various other indices for evaluating the Company’s performance.

Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the willingness to listen.

High Standards: History of achievements that reflect high standards for himself or herself and others.
 

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Core Competencies

Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to the industry in which our Company operates.

Business Judgment: Record of making good business decisions and evidence that he or she will act in good faith and in a manner that is in the best interests of our Company.

Strategic Insight: Record of insight with respect to our industry and market and other trends and conditions
and applying such insight to create value or limit risk.

Management: Experience in corporate management. Understand management trends in general and in the areas in which we conduct our business.

Crisis Response: Ability and time to perform during periods of both short-term and prolonged crisis.

Industry: Specialized experience and skills in areas in which the Company conducts its business, including real estate, investments, capital markets and technology relevant to the Company.

Local Markets: Experience in markets in which our Company operates.

Leadership: Understand and possess leadership skills and have a history of motivating high-performing,
talented managers.

Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging our management to sharpen its vision.

Environmental, Social and Governance: Experience in management and oversight of environmental, climate change, social and governance issues to be able to assist the Board in overseeing and advising management with regard to long-term value creation using a responsible, sustainable business plan.
Commitment to our Company

Time and Effort: Able and willing to commit the time and energy necessary to satisfy the requirements of Board and Board committee membership and service. Expected to attend and participate in all Board meetings and meetings of Board committees for which they are members. Encouraged to attend all annual meetings of shareholders. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.

Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of both critical issues affecting our Company (including industry-, technology- and market-specific information), and Trustee’s roles and responsibilities (including the general legal principles that guide Board members).

Other Commitments: In light of other existing commitments, the ability to perform adequately as a Trustee and a willingness to do so.

Stock Ownership: Complies with the Company’s equity ownership requirements.
Team and Company Considerations

Balancing the Board: Contributes talent, skills and experience to the Board as a team to supplement existing resources and provide talent for future needs preferably as evidenced by a pattern of dealings with one or more current Board members.

Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, race, ethnicity, age, background, geographic origin, professional experience (public, private, and non-profit sectors) and other factors.
Nomination of a candidate should not be based solely on these listed factors.
 

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2024 PROXY STATEMENT
The following chart summarizes the competencies currently represented on our Board; the details of each of our Trustee’s competencies are included in each Trustee’s profile.
Competency/Attribute
Roth
Beinecke
Fascitelli
Hamza Bassey
Helman
Mandelbaum
McGuire
Puri
Tisch
Wight
Operational
x
x
x
x
x
x
x
x
Public Company Experience
x
x
x
x
x
x
x
x
x
x
Industry Expertise
x
x
x
x
x
x
Financial Literacy
x
x
x
x
x
x
x
x
x
x
Experience Over Several Business Cycles
x
x
x
x
x
x
x
x
x
x
Capital Markets Expertise
x
x
x
x
x
x
x
x
x
x
Investment Management
x
x
x
x
x
x
x
x
x
x
Risk/Crisis Management
x
x
x
x
x
x
x
x
x
x
Accounting Expertise
x
x
x
x
x
Government/Business Conduct/Legal
x
x
x
x
x
x
x
x
Environmental, Social and Governance
x
x
x
x
x
x
x
Board Leadership Structure
Our Board is deeply focused on our corporate governance practices. We value independent Board oversight as an essential component of strong corporate performance to enhance shareholder value. All of our Trustees are independent, except our current and former Chief Executive Officers. In addition, all of the members of our Board’s committees, except the Executive Committee, are independent.
Our Board is responsible for selecting the Chairman of the Board and the CEO. The Board annually reviews its leadership structure. The Board has determined that the combined role of Chairman and CEO, alongside an active and Lead Independent Trustee position, is currently the best structure for Vornado and its shareholders. In its review of our leadership structure, the Board considered the following:

Our current structure promotes clear lines of responsibility and accountability, while maintaining the Board’s independence from management.

Mr. Roth, our Chairman and CEO, is a well-seasoned leader with over 40 years of experience in building and leading our Company. He has effectively guided the Company through various real estate cycles and has skillfully led the Company throughout the COVID-19 pandemic challenge. After considering the views expressed by our shareholders and other constituents, as well as the particular circumstances affecting the Company, the Board concluded he is the best person to continue to serve as Chairman and CEO.

Mr. Roth fulfills his responsibilities in chairing an independent Board through close interaction with our Lead Independent Trustee, Ms. Beinecke.

The power and authority of our Lead Independent Trustee role was increased in 2015 and 2017, and the Lead Independent Trustee works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors. See “Lead Independent Trustee Role.”

The views expressed by shareholders through direct outreach and engagement.
 

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Our governance culture fosters open communication among the Lead Independent Trustee, Chairman and other Trustees, which we believe is essential to developing an understanding of important issues, promoting appropriate oversight and encouraging frank discussion of key topics relevant to a complex and dynamic enterprise.
Lead Independent Trustee Role
A Lead Independent Trustee is elected annually by the independent Trustees. Ms. Beinecke was first elected by our independent Trustees to serve as Lead Independent Trustee for a one-year term on March 16, 2016, and was most recently re-elected on February 8, 2024. When making the selection, the independent Trustees considered the attributes desired in a Lead Independent Trustee, including being an effective communicator, having the ability to provide leadership and encourage open dialogue, and having a relevant background and the ability to devote sufficient time and attention to the position.
Our Lead Independent Trustee position has clearly defined duties and responsibilities, which are set forth in our Corporate Governance Guidelines. They include the following authorities and responsibilities:

preside at all meetings of the Board at which the Chairman is not present;

serve as liaison between the Chairman and the independent Trustees;

approve, in consultation with the Chairman:

the schedule of Board meetings,

Board meeting agenda items, and

materials sent in advance of Board meetings, including the quality, quantity, appropriateness and timeliness of such information;

ability to call meetings of the independent Trustees as necessary and appropriate;

participate in annual self-evaluations of the Board and its committees;

contribute to ongoing management succession and development planning;

communicate to management, as appropriate, the results of private discussions among independent Trustees;

participate in shareholder outreach, and be available for consultation and direct communication if requested by major shareholders; and

communicate shareholder feedback to the full Board.
As Lead Independent Trustee, Ms. Beinecke works closely with Mr. Roth identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors.
As both Lead Independent Trustee and Chair of the Corporate Governance and Nominating Committee, Ms. Beinecke has been actively involved in governance-related discussions with our shareholders. As Lead Independent Trustee, Ms. Beinecke has worked closely with our Chairman, Mr. Roth, to develop Board meeting agenda items and ensure sufficient time allocation to these items and Ms. Beinecke has also facilitated robust discussions regarding long-term strategy and shareholder value creation and talent retention and development. Ms. Beinecke also actively oversees the Company’s ESG policies and is involved in ongoing discussions with senior management and our shareholders regarding such matters.
The strong working relationships among the Lead Independent Trustee, Chairman and other Trustees are supported by a Board governance culture that fosters open communications among the members, both during meetings and in the intervals between meetings. The Board believes that open communication is important to develop an understanding of issues, promote appropriate oversight, and encourage the frank discussion of matters essential to leading a complex and dynamic enterprise.
Board and Committee Refreshment
Over the last eight years, we have added four new independent Trustees, Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri.
 

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2024 PROXY STATEMENT
We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee, in 2021, we added Ms. Hamza Bassey to the Compensation Committee, in 2022 we added Ms. Hamza Bassey to the Audit Committee and in 2023, we added Mr. McGuire to the Compensation Committee.
Commitment of Our Board
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Committees of the Board
The Board has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and an Executive Committee. Other than the Executive Committee, each committee is comprised solely of independent Trustees.
The Board held ten meetings during 2023. Each of our Trustees then in office attended at least 75% of the combined total of the meetings of the Board and all committees on which he or she served during 2023.
In addition to full meetings of the Board, our non-management Trustees met seven times in sessions without members of management present. Ms. Beinecke, as Lead Independent Trustee, acted as presiding member during these non-management sessions. We do not have a formal policy with regard to Trustees’ attendance at the Annual Meetings of Shareholders. All of our Trustees serving at the time of our 2023 Annual Meeting of Shareholders attended the virtual meeting.
Audit Committee
The Audit Committee held four meetings during 2023. The members of the Audit Committee were Ms. Puri, as Chair, Mr. Tisch and Ms. Hamza Bassey.
The Board has adopted a written Audit Committee Charter, which sets forth the membership requirements and responsibilities of the Audit Committee, among other matters. The Audit Committee Charter is available on our website (www.vno.com/governance/committee-charters). The Board has determined that all existing Audit Committee members meet the NYSE and SEC standards for independence and the NYSE standards for financial literacy.
The Board has determined that each of Ms. Puri and Mr. Tisch is an “audit committee financial expert,” as defined by SEC Regulation S-K (and thus the Board has two such experts serving on its Audit Committee), and that each of such persons also meets the NYSE standards for financial management expertise. The Board reached this conclusion based on the relevant experience of each of Ms. Puri and Mr. Tisch, including as described above under “Biographies of our Trustees.”
The Audit Committee’s purposes are to: (i) assist the Board in its oversight of (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) the independent registered public accounting firm’s qualifications and independence and (d) the performance of the independent registered public accounting firm and the Company’s internal audit function; and (ii) prepare an Audit Committee report as required by the SEC for inclusion in our annual proxy statement. The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and
 

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procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of our Annual Report on Form 10-K, reviewing our quarterly financial statements prior to the filing of each of our Quarterly Reports on Form 10-Q and annually auditing the effectiveness of internal control over financial reporting and other procedures. Persons interested in contacting our Audit Committee members with regard to accounting, auditing or financial concerns will find information on how to do so on our website (www.vno.com/governance/confidential-board-contact).
Compensation Committee
The Compensation Committee is responsible for establishing the terms of the compensation of the executive officers and the granting and administration of awards under the Company’s omnibus share plans. The committee, which held five meetings in 2023 consisted of the following members: Mr. Tisch, as Chair, Mr. Helman, Mr. McGuire (since February 2023) and Ms. Hamza Bassey. Each of Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Mr. Tisch was determined by the Board to be independent under the Corporate Governance Rules of the NYSE. The Board has adopted a written Compensation Committee Charter which is available on our website (www.vno.com/governance/committee-charters).
Compensation decisions for our executive officers are made by the Compensation Committee. Decisions regarding compensation of other employees are made by our Chief Executive Officer or other senior managers and, to the extent an employee’s total compensation is greater than $200,000 per year, the employee’s compensation is subject to review and approval of the Compensation Committee. Compensation decisions for our Trustees are made by the Compensation Committee and/or the full Board.
The agenda for meetings of the Compensation Committee is determined by its Chairman with the assistance of the Company’s Secretary and/or other members of management. Compensation Committee meetings are attended from time to time by members of management at the invitation of the Compensation Committee. The Compensation Committee’s Chairman reports the committee’s determination of executive compensation to the Board. The Compensation Committee has authority under its charter to select, retain and approve fees for, and to terminate the engagement of, compensation consultants, special counsel or other experts or consultants as it deems appropriate to assist in the fulfillment of its responsibilities. The Compensation Committee reviews the total fees paid by us to outside consultants to ensure that such consultants maintain their objectivity and independence when rendering advice to the committee. The Compensation Committee may receive advice from compensation consultants, special counsel or other experts or consultants only after consideration of relevant factors related to their fees, services and potential conflicts of interests, as outlined in the Compensation Committee’s Charter.
The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee. In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the committee who are (i) “Non-Employee Directors” for the purposes of SEC Rule 16b-3; and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. Currently, all members of the Compensation Committee meet these criteria.
See “Compensation Discussion and Analysis” below for a discussion of the role of executive officers in determining or recommending compensation for our executive officers. We have also included under “Compensation Discussion and Analysis” a discussion of the role of compensation consultants in determining or recommending the amount or form of executive or Trustee compensation.
 

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2024 PROXY STATEMENT
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee, which met once during 2023, currently consists of Ms. Beinecke, as Chair, and Mr. Helman and Ms. Puri as the two other members. During 2023, members of the Corporate Governance and Nominating Committee led discussions of governance matters with the full Board. Further, in the past year, Ms. Beinecke (and members of management) met in person or telephonically with several significant shareholders to discuss our governance practices. Each of Ms. Beinecke, Mr. Helman and Ms. Puri have been determined by the Board to be independent under the Corporate Governance Rules of the NYSE. The Board has adopted a written Corporate Governance and Nominating Committee Charter, which is available on our website (www.vno.com/governance/committee-charters). The committee’s responsibilities include the selection of potential candidates for the Board and the development and review of our governance principles. It also reviews Trustee compensation and benefits and oversees annual self-evaluations of the Board and its committees. The committee also makes recommendations to the Board concerning the structure and membership of the other Board committees as well as management succession plans. The committee selects and evaluates candidates for the Board in accordance with the criteria set out in the Company’s Corporate Governance Guidelines and as are set forth above. The committee is then responsible for recommending to the Board a slate of candidates for Trustee positions for the Board’s approval. Generally, candidates for a position as a member of the Board are suggested by existing Board members; however, the Corporate Governance and Nominating Committee will consider shareholder recommendations for candidates for the Board sent to the Corporate Governance and Nominating Committee, c/o Steven J. Borenstein, Secretary, Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019, and will evaluate any such recommendations using the criteria set forth in the Corporate Governance and Nominating Committee Charter and our Corporate Governance Guidelines.
In nominating Steven Roth for re-election at the Annual Meeting and assuming Mr. Roth were to be re-elected at the other Board on which he currently serves, the Corporate Governance and Nominating Committee (and later the full Board) considered that Mr. Roth currently services on the board of one other public company in addition to our Board. However, the Committee noted that the other company, Alexander’s, is an affiliate for which we manage its properties and Mr. Roth serves as Chief Executive Officer of Alexander’s. The Corporate Governance and Nominating Committee and the full Board each determined that Mr. Roth’s service on this other board does not detract from his ability to represent, and devote time to, our Company and that such other board service may in fact benefit our Company. In particular, the Corporate Governance and Nominating Committee considered that Alexander’s is managed by the Company, Mr. Roth serves as Chief Executive Officer of Alexander’s and Mr. Roth’s service on the Alexander’s board is important to the performance of his duties to Vornado.
The Corporate Governance and Nominating Committee will continue to assess the benefits of Mr. Roth’s service on the Alexander’s board.
Executive Committee
The Executive Committee possesses and may exercise certain powers of the Board in the direction of the management of the business and affairs of the Company. The Executive Committee consists of three members: Mr. Roth, Ms. Beinecke and Mr. Wight. Mr. Roth is the Chairman of the Executive Committee. The Executive Committee did not meet in 2023 and it is the Board’s intention that the Executive Committee will only meet in special circumstances when there is a pressing item that requires expedient approval by a committee of the Board.
 

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The Board’s Role in Risk Oversight
While day-to-day risk management is primarily the responsibility of the Company’s senior management team, the Board is responsible for the overall supervision of the Company’s risk management activities. The Board’s oversight of the material risks faced by our Company occurs at both the full Board level and at the committee level. The Board’s role in the Company’s risk oversight process includes receiving reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, reputational, cybersecurity, environmental, social, governance and climate change risks. The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate “risk owner” within our organization or in connection with other management-prepared presentations of risk to enable the Board (or committee, as applicable) to understand our risk identification, risk management and risk mitigation strategies. By “risk owner,” we mean that person or group of persons who is or are primarily responsible for overseeing a particular risk. As part of its charter, the Audit Committee discusses our guidelines and policies with respect to which our management assesses and manages the Company’s exposure to risk and reports to the full Board its conclusions as a partial basis for further discussion by the full Board. This enables the Board and the applicable committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. In addition to the Board’s review of risks applicable to the Company generally, the Board conducts regular strategic and personnel reviews.
* * * * *
Persons wishing to contact the independent members of the Board should call (866) 537-4644. A recording of each phone call to this number will be sent to one independent member of the Audit Committee as well as to a member of management who may respond to any such call if the caller provides a return number. This means of contact should not be used for solicitations or communications with us of a general nature. Information on how to contact us generally is available on our website (www.vno.com).
 

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2024 Proxy Statement
CORPORATE SOCIAL RESPONSIBILITY
We believe that sound corporate citizenship, governance and environmental principles are essential to our success. Our goal is to operate with the highest level of integrity and in a sustainable manner. We believe that an integrated approach to business strategy, corporate governance, sustainability, human capital management and corporate citizenship provides for a better operating company, creates more attractive properties and creates long-term value. The following table highlights certain of our policies and initiatives in the area of corporate social responsibility.
Strong Ethical and Social Policies

We maintain a strong Code of Business Conduct and Ethics that applies to all of our Trustees, executive officers and employees.

We have adopted a refreshed and renewed anti-harassment policy. This policy prohibits hostility towards individuals in protected categories, prohibits sexual harassment in any form, details how to report harassment issues and prohibits retaliation.

In addition to the claw-back policy required by NYSE rules, we have enhanced our claw-back policy to also provide for potential claw-backs for violations of significant Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.

We have anti-hedging and anti-pledging policies.

Our policies and manuals prohibit bribes, money laundering and other corruption.

We strictly restrict conflicts of interest.

We strictly restrict political contributions on behalf of the Company and these policies are subject to the oversight of our Corporate Governance and Nominating Committee. The Company did not make any direct political contributions to candidate campaigns in 2023.

We have a policy restricting the receipt of gifts.

We have established and circulated straight-forward procedures for reporting any policy violations
or other wrongdoing.

We comply with all applicable laws and regulations regarding employing child labor, respecting human rights
and not purchasing conflict minerals.

We require our vendors and their subcontractors to comply with our applicable policies.

We require our employees to be trained in, and to regularly review and acknowledge, our policies.

We have established reporting procedures, guidelines and hotlines to facilitate the reporting of violations
of our policies.

We actively monitor internal compliance with our policies with the oversight of the Corporate Governance and Nominating Committee and, ultimately, the full Board.
Human Capital Management and Social Engagement

We seek to maintain a working environment that is open, diverse and inclusive, and where our people feel valued, respected, included and accountable.

We are committed to a culture of respect and believe that all individuals should have the opportunity to excel.

We believe a diverse and inclusive environment fosters innovation, productivity and creativity, which are critical to our success.

We are focused on being an employer of choice for all talent, where employees can feel like they belong.

We aim to hire and retain employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations.

We publish employee demographics data, which is the foundation of our EEO-1 report, each year in our ESG Report.

We have a human capital management program that provides extensive opportunities and programs for training to promote career and personal development for employees and to encourage innovation and
 

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engagement. Our tuition reimbursement program offers up to $5,250 per employee each year for qualified reimbursement of education or professional development costs.

We are committed to providing compensation and benefits programs and policies that support the needs and lifestyles of our employees and their families. Our benefit programs include:

Medical, vision and dental insurance coverage;

Life and disability insurance;

Competitive vacation and leave policies;

Subsidized gym membership;

Employee wellness programs and incentives; and

401(k) matches and HSA contributions.

Our greatest and most scarce asset is our people. We strongly believe in training, retaining and promoting talented employees and having management at many levels engage with our Board.

We believe a good relationship with the communities in which we operate is essential. We foster and encourage community engagement and volunteerism for all employees.

Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice.
Leader in Sustainability Practices

We are one of the largest owners of LEED-certified properties in the United States.

We have received the EPA ENERGY STAR Partner of the Year Award with Sustained Excellence nine times

In 2023, we ranked #1 in the Diversified Office/Retail REITs in the USA in the GRESB, and received the “Green Star” distinction for the eleventh consecutive year and GRESB’s five star rating.

We received the NAREIT Leader in the Light Award thirteen times, most recently in 2023.
Sustainability
We believe that our Company has been a leader in implementing sustainability measures across our portfolio. We regularly report to the Board and the Corporate Governance and Nominating Committee on our sustainability programs, and our Board and Corporate Governance and Nominating Committee play an active role in the oversight of Vornado’s sustainability practices, recognizing that sustainability and energy efficiency are central to Vornado’s business strategy.
In connection with our sustainability programs, we focus on:

Sustainable and efficient practices in the way we design, build, retrofit and maintain our portfolio of buildings. We believe that energy efficiency and resource conservation achieve the twofold benefit of controlling our operating expenses and reducing our impact on the environment.

Maintaining healthy indoor environments for our tenants and employees and incorporating health and wellness into our design principles and operating standards.

Recognizing climate change as a material issue to our business, due to the risks that it may present to our assets. We assess opportunities to fortify our assets against these risks while mitigating our own contribution to climate change through reduction of our carbon footprint. We are assessing our Company’s exposure to climate change through analysis of the potential impact of various global warming scenarios. We further assess our impact on climate change mitigation through membership in business associations in our markets and support for climate change policy and regulation.

Smart infrastructure improvements, investing in sustainable technologies and employing best practices for building operations. We make investments in low-carbon technologies, including energy efficiency, retrofitting our buildings to rely on lower carbon sources of energy, smart building technology to optimize our energy demand, and exploratory opportunities in energy storage and renewable power.

Establishing partnerships with our tenants and communities.

Setting goals around our sustainability policies and reporting on our progress and achievements in our annual Environmental, Social & Governance report available on our website at www.vno.com/sustainability which is not incorporated into this proxy statement.
 

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2024 Proxy Statement
PRINCIPAL SECURITY HOLDERS
The following table lists the number of Shares and Units beneficially owned, as of March 25, 2024, by (i) each person who holds more than a 5% interest in the Company or our operating partnership, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”), (ii) Trustees of the Company, (iii) the executive officers of the Company defined as “Named Executive Officers” in “Executive Compensation” below, and (iv) the Trustees and all current executive officers of the Company as a group. Unless otherwise specified, “Units” are Class A units of limited partnership interest of our Operating Partnership and other classes of units convertible into Class A units. The Company’s ownership of Units is not reflected in the table but is described in footnotes (1) and (2).
Name of Beneficial Owner
Address of
Beneficial Owner
Number of
Shares and Units
Beneficially
Owned
(1)(2)
Percent of
All
Shares
(1)(2)(3)
Percent of All
Shares and
Units
(1)(2)(4)
Named Executive Officers and Trustees
Steven Roth(5)(6)(7)
(8)
7,824,985 4.08% 3.87%
David M. Mandelbaum(5)(7)(9)
(8)
6,871,825 3.61% 3.40%
Russell B. Wight, Jr.(5)(7)(10)
(8)
5,870,803 3.08% 2.90%
Michael D. Fascitelli(7)(11)
(8)
1,354,117 * *
Michael J. Franco(7)
(8)
524,816 * *
Haim Chera(7)
(8)
393,085 * *
Glen J. Weiss(7)
(8)
198,335 * *
Barry S. Langer(7)
(8)
142,173 * *
Daniel R. Tisch(7)(12)
(8)
98,669 * *
Candace K. Beinecke(7)
(8)
79,614 * *
William W. Helman IV(7)
(8)
49,313 * *
Mandakini Puri(7)
(8)
37,045 * *
Beatrice Hamza Bassey(7)
(8)
33,480 * *
Raymond J. McGuire(7)
(8)
25,984 * *
All Trustees and current executive officers as a group (14 persons)(7)
(8)
16,466,180 8.51% 8.14%
Other Beneficial Owners
The Vanguard Group, Inc.(13)
100 Vanguard Blvd
Malvern, PA 19355
24,310,906 12.76% 12.01%
BlackRock, Inc.(14)
50 Hudson Yards
New York, NY 10001
21,094,021 11.07% 10.42%
Norges Bank
(The Central Bank of Norway)
(15)
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway
17,342,373 9.10% 8.57%
Putnam Investments, LLC(16)
100 Federal Street Boston,
MA 02110
9,978,649 5.24% 4.93%
State Street Corporation(17)
One Congress Street
Boston, MA 02114
9,674,941 5.08% 4.78%
*Less than 1%
 

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(1)
Unless otherwise indicated, each person is the direct owner of, and has sole voting power and sole investment power with respect to, such Shares and Units. Numbers and percentages in the table are based on 190,482,043 Shares and 11,894,418 Units (other than Units held by the Company) outstanding as of March 25, 2024.
(2)
In April 1997, the Company transferred substantially all of its assets to the Operating Partnership. As a result, the Company conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership. The Company is the sole general partner of, and owned approximately 91% of the Units of, the Operating Partnership as of March 25, 2024 (one Unit for each Share outstanding). Generally, any time after one year from the date of issuance (or two years in the case of certain holders), holders of Units (other than the Company) have the right to have their Units redeemed in whole or in part by the Operating Partnership for cash equal to the fair market value, at the time of redemption, of one Share for each Unit redeemed or, at the option of the Company, cash or one Share for each Unit tendered, subject to customary anti-dilution provisions (the “Unit Redemption Right”). Holders of Units may be able to sell publicly Shares received upon the exercise of their Unit Redemption Right pursuant to registration rights agreements with the Company or otherwise pursuant to applicable securities laws and rules. The Company has filed registration statements with the SEC to register the issuance or resale of certain of the Shares issuable upon the exercise of the Unit Redemption Right.
(3)
The total number of Shares outstanding used in calculating this percentage assumes that all Shares that each person has the right to acquire within 60 days of the record date (upon the redemption or conversion of other Company or Operating Partnership securities for or into Shares which for this purpose includes pursuant to a Unit Redemption Right) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.
(4)
The total number of Shares and Units outstanding used in calculating this percentage assumes that all Shares and Units that each person has the right to acquire within 60 days of the record date (upon the redemption or conversion of Company or Operating Partnership securities for or into Shares or Units which for this purpose includes pursuant to a Unit Redemption Right) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.
(5)
Interstate, a partnership of which Messrs. Roth, Mandelbaum and Wight are directly or indirectly, the three general partners, owns 3,519,032 Shares. These Shares are included in the total Shares and the percentage of class for each of them. On August 22, 2023, Interstate distributed to Mr. Wight, 1,984,516 Shares of the Company. The distribution of Shares to Mr. Wight by Interstate was equal to Mr. Wight’s pecuniary interest in the Shares held by Interstate immediately prior to such distribution. Mr. Wight is a Trustee of the Company and a General Partner of Interstate. Messrs. Roth, Mandelbaum and Wight share voting power and investment power with respect to these Shares.
(6)
Includes 3,109,551 Shares and 1,163,981 Units owned by a limited liability company that is managed and controlled by Mr. Roth and which interests are held by Mr. Roth and his spouse. Also includes 3,873 Shares owned by the Daryl and Steven Roth Foundation over which Mr. Roth holds sole voting power and sole investment power. Does not include 42,350 Shares owned by Mr. Roth’s spouse, as to which Mr. Roth disclaims any beneficial interest.
(7)
The number of Shares and Units (but not the number of Shares alone) beneficially owned by the following persons also includes the number of vested and redeemable restricted units (as described below) as indicated: Steven Roth—28,548; David M. Mandelbaum—43,955; Russell B. Wight, Jr.—43,955; Michael D. Fascitelli—39,617; Michael J. Franco—302,303; Haim Chera—2,422; Glen J. Weiss—136,119; Barry S. Langer—113,602; Daniel R. Tisch—43,669; Candace K. Beinecke—46,496; William W. Helman IV—34,113; Mandakini Puri—37,045; Beatrice Hamza Bassey—33,480; Raymond J. McGuire—25,984 and all Trustees and executive officers as a group—931,308. The number of Shares or Units beneficially owned by the following persons does not include the number of unvested or unredeemable restricted units as indicated: Steven Roth—797,861; Michael J. Franco—428,456; Haim Chera—197,969; Glen J. Weiss—​330,290; Barry S. Langer—317,042 and all Trustees and executive officers as a group—2,071,618. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Outperformance Plan Units (“OPP Units”) as indicated: Steven Roth—507,588; Michael J. Franco—125,897; Haim Chera—36,967; Glen J. Weiss—112,601; Barry S. Langer—112,601; and all Trustees and executive officers as a group—​895,654. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Long-Term Performance Plan Units (“LTPP Units”) as indicated: Steven Roth—468,032; Michael J. Franco—136,661; Haim Chera—43,637; Glen J. Weiss—126,693; Barry S. Langer—109,861; and all Trustees and executive officers as a group—884,884.
(8)
The address of each of such person(s) is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
(9)
Of these Shares, 2,909,252 are held in partnerships of which the general partner is Mr. Mandelbaum and the limited partners are Mr. Mandelbaum and trusts for the benefit of Mr. Mandelbaum and his issue. In addition, 122,002 of these Shares are held in trusts for the benefit of Mr. Mandelbaum’s grandchildren.
(10)
Includes 7,207 Shares owned by the Wight Foundation, over which Mr. Wight holds sole voting power and sole investment power. Does not include 20,575 Shares owned by the spouse and children of Mr. Wight as to which Mr. Wight disclaims any beneficial interest.
(11)
The number of Shares beneficially owned by Mr. Fascitelli includes 175,878 Shares held in a limited liability company.
(12)
50,000 of these Shares are held through a foundation. Mr. Tisch maintains the right to control the vote and disposition of these Shares but disclaims any pecuniary interest therein.
(13)
According to an amendment to Schedule 13G filed on February 13, 2024.
(14)
According to an amendment to Schedule 13G filed on January 24, 2024.
(15)
According to an amendment to Schedule 13G filed on January 29, 2024.
(16)
According to an amendment to Schedule 13G filed on February 14, 2024.
(17)
According to an amendment to Schedule 13G filed on January 29, 2024.
 

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2024 Proxy Statement
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act requires our Trustees and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership of, and transactions in, certain classes of our equity securities with the SEC. Such Trustees, executive officers and 10% shareholders are also required to furnish us with copies of all Section 16(a) reports they file.
Based solely on a review of the Forms 3, 4 and 5, and any amendments thereto, furnished to us, and on written representations from certain reporting persons, we believe that there were no filing deficiencies under Section 16(a) by our Trustees, executive officers and 10% shareholders in the year ended December 31, 2023 (or in 2024, prior to the mailing of this proxy statement).
 

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2024 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Key Compensation Highlights
Shareholder Engagement and Board Responsiveness

Robust shareholder engagement, with participation by our Lead Independent Trustee, seeking input on our executive compensation program

Continued in-depth review of our compensation program, led by the Compensation Committee, with input from shareholders and our independent compensation consultant
Changes for 2023/2024

Adopted a new LTPP commencing in 2023 that incorporates operational and ESG metrics

Granted the June 2023 Awards

Established new Development Fee Pool in 2023
Substantial Performance-Based and At-Risk Components

Pay-for-performance philosophy, including 76% of the CEO’s and 71% of other NEOs’ average 2023 compensation in the form of equity with actual value tied to Vornado’s Share price performance

Significant portion of long-term compensation in the form of performance-based equity that requires the achievement of significant performance hurdles to have any value

Total Realized Compensation outcomes demonstrate the strong pay-for-performance alignment within
our program

Our annual bonus plan has a formula-driven cap

Metrics in our compensation program continue to align with important metrics that drive value creation: Funds from Operations (“FFO”), Total Shareholder Return (“TSR”) and Greenhouse Emission Reductions
Shareholder-Friendly Compensation Programs

CEO is required to hold equity having a value of at least 6x salary and other NEOs must hold equity with a value of at least 3x salary

Maintain a cap on annual incentive compensation payouts

Double-trigger equity acceleration upon a change of control

No excessive retirement benefits or retirement plan (other than a 401(k))

No excessive perquisites or benefits

Anti-hedging and anti-pledging policies; our anti-hedging policy applies to Trustees and executive officers and covers hedging their ownership in Shares, including by trading in options, puts, calls, or other derivative instruments related to Shares

No tax gross-ups

No dividends or other distributions on unearned equity awards that are subject to performance conditions that have not been achieved (other than limited distributions on Operating Partnership awards for tax purposes)
 

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2024 PROXY STATEMENT
Approach of this Compensation Discussion and Analysis
This Compensation Discussion and Analysis, or “CD&A,” describes our executive compensation program for 2023 and the executive compensation philosophy used by our Compensation Committee to make decisions.
We use our program to attract, retain and appropriately reward our senior executive team. This CD&A explains how the Compensation Committee made 2023 compensation decisions for the following five named executive officers (the “Named Executive Officers” or “NEOs”):

Steven Roth, Chairman and Chief Executive Officer (our “CEO”);

Michael J. Franco, President and Chief Financial Officer;

Haim Chera, Executive Vice President—Head of Retail;

Barry S. Langer, Executive Vice President—Development and Co-Head of Real Estate; and

Glen J. Weiss, Executive Vice President—Office Leasing and Co-Head of Real Estate.
These five individuals comprise our senior management team and are referred to in this Proxy Statement as the “Senior Executives”. Under SEC rules and regulations, the “Summary Compensation Table” must report the salary paid and cash bonus earned during that year. That table also requires all equity-based awards to be reported in the year granted, even if that year is different than the year for which a grant applies. We have historically granted annual incentive equity retrospectively—in the first quarter of a new year for the actual performance in the most recently completed year. To more accurately present our compensation information in line with how we make decisions about compensation (as described in more detail under “—Comparison of 2021-2023 Total Direct/Realizable Compensation”), the following discusses both the salary and bonus paid for a year and the equity granted in the following year for that year (if applicable). We also present (under “—Total Realized Compensation Table”), the actual compensation received for 2023, 2022, and 2021. We believe Total Realized Compensation is helpful in evaluating the effectiveness of the pay-for-performance alignment of our compensation program.
Shareholder Engagement and Board Responsiveness
At our 2023 Annual Meeting of Shareholders, our say-on-pay proposal received the support of the holders of over 77% of Shares that voted on the proposal. Since our 2023 Annual Meeting, we reached out to shareholders representing more than 70% of our outstanding Shares (as of December 31, 2023) and spoke with shareholders representing more than 50% of our outstanding Shares. Our Lead Independent Trustee participated in conversations with several of our largest shareholders.
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In addition to our ESG-focused engagements and discussions in the ordinary course of business, we engaged directly with our investors in various forums including at the BofA 2023 Global Real Estate Conference and the NAREIT REITweek NYC conference.
 

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Total Direct/Realizable and Total Realized Compensation are calculated as described in this Compensation Discussion and Analysis section of the Proxy Statement. 2023 Total Direct/Realizable Compensation includes the June 2023 Awards discussed above.
2023 Business Highlights
During 2023 we made significant progress executing on our goals and positioning Vornado for future growth, accomplishing the following strategic initiatives:

We continued the redevelopment of THE PENN DISTRICT, positioning Vornado to capitalize on the enormous opportunity we have on the West Side of Manhattan, including:

Completion of the redevelopment of PENN 1 (2.6 million square feet).

Nearing completion of PENN 2 (1.8 million square feet as expanded), on top of Penn Station, New York’s main transportation hub—the largest rail hub in North America.

Continued leasing of retail space at the newly expanded Long Island Rail Road Concourse.

Completed demolition of Hotel Pennsylvania, with plans to develop a premier office tower on the site.

Opened restaurants or finalized leases with leading food and beverage operators including Blue Ribbon Sushi & Steak, The Avra Group, Noho Hospitality’s Bar Primi, Sunday Hospitality, Roberta’s Pizza, Anita Gelato and Los Tacos No. 1.

Finalized lease with LifeTime Fitness and Pickleball.

We and the Rudin family completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street, including full building leases for both buildings and to potentially form a joint venture to build a new 1.7 million square foot office tower.

We entered a joint venture with Blackstone Inc. and Hudson Pacific Properties to develop Sunset Pier 94 Studios, a 266,000 square foot purpose-built studio campus on our Pier 94 in New York City.

We leased approximately 2.8 million square feet in 2023 (2.2 million square feet at share).

Financed/Refinanced $800 million of mortgage loans in 2023.

Entered into $1.2 billion of interest rate swap arrangements and a $950 million 1% SOFR interest rate cap arrangement for the 1290 Avenue of the Americas mortgage loan.

Completed over $200 million of dispositions in 2023, including several non-core retail properties and The Armory Show located in New York.

We (i) ranked #1 in the Diversified Office/Retail REITs in the USA in the Global Real Estate Sustainability Benchmark (“GRESB”), and received the “Green Star” distinction for the eleventh consecutive year and GRESB’s five star rating, (ii) received the Leader in the Light Award by the National Association for Real Estate Investment Trusts (“NAREIT”) for diversified REITs for the thirteenth time, and (iii) were recognized as an EPA ENERGY STAR Partner of the Year with the distinction of having demonstrated nine years of sustained excellence.
 

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2024 PROXY STATEMENT
Executive Compensation Philosophy
Our compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.
The objectives of the program include:
RETAIN a highly experienced, “best-in-class” team of executives who have worked together as a team for a long period of time and who make major contributions to our success.
ATTRACT other highly qualified executives to strengthen that team as needed.
MOTIVATE our executives to contribute to the achievement of company-wide and business-unit goals as well as to pursue individual goals.
EMPHASIZE equity-based incentives with long-term performance measurement periods and vesting conditions.
ALIGN the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.
ACHIEVE an appropriate balance between risk and reward in our compensation programs that does not encourage excessive or inappropriate risk-taking.
The following shows the 2023 pay mix for our CEO. 76% of his Total Direct/Realizable 2023 Compensation is variable and subject to Company performance.
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2024 PROXY STATEMENT
The following graphic summarizes the performance periods and outcomes for our recent performance-based equity grants. The performance hurdles for the OPP awards granted in each of 2015, 2016, 2017, 2018 and 2020 and the Performance AO LTIP awards granted in 2019 did not meet the applicable performance condition and accordingly each of those awards were forfeited in their entirety. The 2022 and 2023 performance program lines below show the performance of our regular 2022 LTPP and 2023 LTPP programs, respectively, and do not include the Performance AO LTIPs granted as part of the June 2023 Awards. For purposes of the table below, we measure the Company’s absolute and relative performance under the 2022 and 2023 LTPPs as of December 31, 2023, though the actual number of units that will be earned will depend on actual performance through the end of the applicable measurement period. The “required price to begin earning” set forth below represents the adjusted Share price after reflecting adjustments for the Company’s spin-offs of Urban Edge and JBG Smith.
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Our Performance AO LTIP Units granted in 2019 included a performance condition requiring that our Share price close 10% above the strike price of $62.62 for 20 consecutive trading days before January 14, 2023. The performance condition was not met and consequently the units were forfeited.
Our 2020 OPP Plan provided participants the opportunity to earn equity awards if Vornado achieved certain absolute total shareholder returns and/or outperformed a benchmark weighted index consisting of other office and retail real estate companies. As of March 30, 2023, the end of the 2020 OPP measurement period, Vornado’s total shareholder return over the measurement period was -52.08% compared to a -8.60% return for the benchmark weighted index during such period and accordingly all awards under the 2020 OPP Plan were forfeited in their entirety.
Our 2021 OPP Plan provides participants the opportunity to earn equity awards if Vornado achieves certain absolute total shareholder returns and/or outperforms a benchmark weighted index consisting of other office and retail real estate companies. As of March 31, 2024, Vornado’s total shareholder return over the measurement period was -7.53% compared to a -4.99% return for the weighted index during such period.
Compensation Components
Our Named Executive Officers’ compensation currently has four primary components:

annual base salary, which includes cash payments and/or equity in lieu thereof;

annual incentive award, which includes cash payments and/or equity in lieu thereof;

long-term equity incentive, which includes restricted units and long-term incentive performance awards; and

development fee pool allocations.
 

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2024 PROXY STATEMENT
The overall compensation levels and allocation among these components, excluding any development fee pool allocations, are determined annually by our Compensation Committee considering the Company’s performance during the year and a review of the competitive market for executive talent. Historically, most of the total compensation for our CEO has been in long-term equity awards. These longer-term, equity-based awards reflect the Compensation Committee’s desire to directly align management and shareholder interests and to provide incentives to successfully implement our long-term strategic objectives.
The compensation program for our Senior Executives is described in the table below.
PAY ELEMENT
COMPENSATION TYPE
OBJECTIVE AND KEY FEATURES
Base Salary
Cash
Objective: To provide appropriate fixed compensation that will promote executive retention and recruitment.
Key Features/Actions:

Fixed Compensation

No more than $1,000,000 in salary

No increases to NEO base salaries since 2018 and no increases to CEO base salary in over 20 years
Annual Incentive Awards
Short-Term Variable Incentive Cash and/or Restricted Equity
Objective: To reward the achievement of financial and operating objectives based on the Compensation Committee’s quantitative and qualitative assessment of the executive’s contributions. All or a portion of earned annual awards may be in restricted units to further align executive’s interests with shareholders.
Key Features/Actions:

Variable, short-term compensation awards

Aggregate pool only funded upon the achievement of a threshold level of FFO, as adjusted, a key operating metric in the REIT industry

Aggregate pool capped at 1.75% of FFO, as adjusted

Allocated based on objective and subjective Company, business unit and individual performance

Committee can decide to pay out less than the full amount of the funded pool and aggregate 2023 annual incentive awards to Senior Executives was only 1.36% of FFO, as adjusted
Annual Restricted Equity Grants
Long-Term Variable Incentive Equity
Objective: To align executive and shareholder interests, promote retention with multi-year vesting and provide stable long-term compensation.
Key Features/Actions:

Aligns executive and shareholder interests

Vest ratably over four years

Subject to a two-year holding period (regardless of vesting) and a “book-up” event (typically an increase in Share price) to have value
 

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2024 PROXY STATEMENT
Long-Term Performance Plan (Awarded in 2023 for 2022 performance)
Long-Term Variable Incentive At-Risk Equity
Objective: To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for earnings growth and progress on ESG matters as well as for sustained TSR performance based on rigorous operational, absolute and relative hurdles.
Key Features/Actions of LTPPs:

Performance-based equity awards that can be earned based on (i) achievement of certain operational measures (50%) and (ii) relative TSR (50%), in each case with an applicable absolute modifier

Only provides value to our executives upon the creation of meaningful shareholder value above specified hurdles over applicable performance periods

Operational measures of FFO per share, as adjusted, and ESG metrics measuring greenhouse emissions reductions, GRESB score and LEED achievements

50% of the earned payouts vest three years following grant and the remaining 50% vest four years following grant. Earned payouts are also subject to an additional one-year holding period following vesting, or in the case of our CEO, a three-year holding period
LTIPs (awarded in June 2023)
Long-Term Variable Incentive Equity
Objective: To align executive and shareholder interests and promote retention, with back-ended vesting.
Key Features/Actions:

Aligns executive and shareholder interests

Vest in two equal installments on each of the 3rd and 4th anniversary of grant date

Subject to a two-year holding period (regardless of vesting) and a “book-up” event (typically an increase in Share price) to have value
Performance AO LTIP Units (awarded in June 2023)
Long-Term Variable Incentive At-Risk Equity
Objective: Designed to (1) enhance our pay-for-performance structure by requiring a meaningful and sustained Share price increase before awards have value and (2) motivating and rewarding employees for superior Share price performance.
Key Features/Actions:

Enhances pay-for-performance structure and shareholder alignment

Motivates and rewards only in instance of superior Share price performance

Awards only have value if there has been a sustained increase in the Company’s Share price

Vest 20% on 3rd anniversary of grant date and 80% on 4th anniversary of grant date
Development Fee Pool
Cash pool based on 40% of actual net development fees received by the Company from third parties
Objective: To incentivize and reward employees for seeking and finding new opportunities to create shareholder value by raising third-party capital for development projects to diversify risk and enhance the Company’s economics, and for retention purposes.
Key Features/Actions:

Development Fee Pool only applies to fees paid by joint venture partners or other third parties to the Company but does not apply to wholly-owned Vornado developments or to any amount attributable to Vornado’s share of a payment made by a joint venture

Only provides value to our executives upon the creation of meaningful value to the Company through the receipt of development fees from third parties
 

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2024 PROXY STATEMENT
Pay Mix
We believe that the executive team’s compensation should be tied to Company goals. 76% of the Chief Executive Officer’s 2023 compensation and 71% of the other NEOs’ average 2023 compensation is variable incentive pay. Approximately 45% of our Chief Executive Officer’s 2023 compensation and 42% of the other NEOs’ 2023 compensation is dependent on the achievement of objective performance criteria. The charts below reflect the pay mix of our CEO and other NEOs, based on their 2023 Total Direct/Realizable Compensation.
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2024 PROXY STATEMENT
How Pay Aligns with Performance
2023 Performance Metrics Considered
For 2023 compensation, among the subjective and objective factors considered were the Company’s results during the year (NOI at share and FFO, as adjusted, among other financial results), leasing volume, development progress, financing activities, progress on ESG goals, and the factors mentioned below. “NOI” ​(or Net Operating Income) means total revenues less operating expenses including our share of partially owned entities. “FFO” means funds from operations as defined by NAREIT. “FFO, as adjusted,” means FFO as adjusted to exclude certain items that impact the comparability of period-to-period FFO. Each of these metrics are presented in our regular annual and quarterly reports with reconciliations to the most comparable metric presented in accordance with GAAP. Although they are non-GAAP metrics, we use them in making compensation decisions because they facilitate meaningful comparisons in operating performance between periods and among our peers. TSR means our total shareholder return (including dividends) for a given period.
Key Year-Over-Year Comparisons
Our TSR for 2023 was 39.2% while that of our NY REIT Peers (comprised of Empire State Realty Trust, Inc., Paramount Group, Inc. and SL Green Realty Corp.) was 30.8% and that of the FTSE NAREIT Office Index was 2.0%.
Key Considerations
We operate in a highly competitive commercial real estate industry where we actively compete for business opportunities and executive talent. In determining compensation levels for 2023, our Compensation Committee did not attribute a numeric weight to any one factor, but sought to find a balance among (i) appropriately recognizing the significant operational and development achievements during the year, (ii) maintaining total compensation levels in line with the highly competitive market for executive talent and at a level adequate to address our recruitment and retention needs and (iii) maintaining a balanced program to foster alignment of management and shareholder interests consistent with evolving market “best practices” as well as views of our shareholders.
How We Determine Executive Compensation
Our Compensation Committee, comprised solely of independent Trustees, determines compensation for our Named Executive Officers and other senior executives. Our Compensation Committee exercises independent judgment on executive compensation and administers our equity incentive programs, including reviewing and approving equity grants under the 2023 Omnibus Share Plan (the “2023 Omnibus Plan”) and the 2019 Omnibus Share Plan (the “2019 Omnibus Plan” and, together with the 2023 Omnibus Plan, the “Omnibus Plans”). Our Compensation Committee operates under a written charter adopted by the Board, which is available on our website (www.vno.com/governance/committee-charters).
We generally make our compensation decisions in the first quarter of a year. These decisions cover the prior year’s performance and contributions. In addition, in the first quarter of a fiscal year, we establish that year’s performance threshold for our short-term annual incentive program and in the first quarter of 2023 we also established the metrics and applicable threshold, targets and maximum levels for our 2023 LTPP.
Our compensation decisions are based primarily upon our assessment of each executive’s leadership, operational performance and potential to enhance long-term shareholder value. For our CEO, this assessment is made by the Compensation Committee. For our othe