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

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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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):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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888 Seventh Avenue
New York, New York 10019

Notice of Annual Meeting of Shareholders to Be Held on May 20, 2021

To our Shareholders:

The 2021 Annual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust (“Vornado” or the “Company”), will be held virtually, via the Internet, on Thursday, May 20, 2021, beginning at 11:30 A.M., New York City time, for the following purposes:

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To consider and vote upon the election of 10 persons to the Board of Trustees of the Company, each to serve until the 2022 Annual Meeting of Shareholders of the Company and until his or her successor is duly elected and qualified.

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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.

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To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation.

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To transact any other business as may properly come before the meeting and any postponement or adjournment of the meeting.

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The Board of Trustees of the Company has fixed the close of business on March 22, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.

To attend the virtual 2021 Annual Meeting you will need to access www.virtualshareholdermeeting.com/VNO2021 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 19, 2021.

By Order of the Board of Trustees,

Steven J. Borenstein
Secretary

April 9, 2021

 

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​	​	​	​	​	What we Heard	​	​	​	How we Responded	​
​	Pay For Performance	​	​	​	• Shareholders are focused on alignment of executive compensation and shareholder performance ​	​	​	​	• Overall NEO Direct/Realizable Compensation was reduced from $29.6 million in 2019 (excluding one-time awards) to an expected $18.3 million in 2021, a 38% reduction, reflecting the reduced amounts payable to Messrs. Greenbaum and Macnow in 2021 for their consulting roles and no increase in 2021 compensation for Mr. Franco despite his additional role as Chief Financial Officer. ​ • Our CEO’s compensation, as shown above, has been reduced by $3.0 million, or 27%, from 2019 to 2021 ​	​
​	Annual Incentive Awards	​	​	​	• Shareholders generally understood the rationale for the one-time waiver by the Board and Compensation Committee of the formulaic components in our annual incentive plan with respect to 2020 performance due to the significant, negative effects of COVID-19 on our variable businesses but requested clear disclosure regarding the rationale for this change and confirmation that the formulaic components of the annual incentive plan still apply in future years ​	​	​	​	• Described the one-time waiver in the Compensation Discussion and Analysis section of this proxy statement, including the applicable comparable FFO metrics and the negative effects of COVID-19 on our variable businesses and tenant retailer bankruptcies (e.g., J.C. Penney) ​ • Maintained formulaic threshold comparable FFO components for 2021 annual incentive plan ​ • Annual Incentive Awards are only one component of our overall compensation (comprising less than 15% of our aggregate 2020 NEO’s total compensation, as shown in the Summary Compensation Table below) and, when setting overall compensation for the NEOs in consultation with our Compensation Consultant, our Compensation Committee evaluates the level of our overall compensation program in comparison to our peers ​	​

 

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​	​	​	​	​	What we Heard	​	​	​	How we Responded	​
​	Performance-Based, Long-Term Incentive Awards	​	​	​	• Investors broadly supported the OPP Awards granted in 2020 for 2019 performance ​	​	​	​	• Granted OPP awards again in January 2021 for 2020 performance and made two changes to better align pay and performance: ​ • Increased performance measurement period to four years from three years ​ • Reduced maximum notional amount of OPP awards from $35 million to $30 million ​	​
​	Disclosure	​	​	​	• Shareholders encouraged proxy statement disclosure of: ​ • Board diversity ​ • Board Refreshment progress ​ • Political Contributions ​ • Modifications to 2020 compensation as a result of the COVID-19 pandemic ​ • Direct/Realizable vs. Realized Compensation disclosure and shareholder alignment ​ • Board’s response to the 2020 say-on-pay vote outcome ​	​	​	​	• Added disclosure on Board diversity, ongoing Board refreshment efforts and political contributions ​ • Enhanced disclosure regarding 2020 compensation reductions and modifications relating to COVID-19 pandemic ​ • Continued disclosing total Realized Compensation relative to Direct/​Realizable Compensation to showcase the strong alignment of pay with performance ​ • Enhanced disclosure related to how the Compensation Committee aligns pay with performance through program design ​	​
​	ESG	​	​	​	• Emphasized the importance of continued disclosure on sustainability matters, including reporting in accordance with Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) ​ • Encouraged designating a Board committee as responsible for direct oversight of climate risk ​ • Supported continued disclosure of Equal Employment Opportunity Commission (EEO) statistics and employee benefits ​	​	​	​	• 2020 ESG Report includes extensive information on our (i) sustainability measures and plans, including disclosures in accordance with SASB and TCFD preliminary scenario analysis and (ii) 2020 EEO statistics on employee demographics across the Company and at management levels ​ • Board delegated to the Corporate Governance and Nominating Committee specific oversight responsibility for climate risk matters, in addition to its oversight of ESG matters ​	​

 

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​	• 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 OF TRUSTEES	​
​	✓ Highly engaged, experienced Board with diverse skills and expertise ​ ✓ Commitment to Board refreshment, with a focus on gender, racial and ethnic diversity ​ ✓ 90% of the Board is independent ​ ✓ 30% of our Board members are female and 20% 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 stock ownership guidelines that align the interests of Trustees with those of our shareholders ​ ✓ Four of our Board members each own more than 1% of our common shares ​ ✓ Actively engaged in strategic, risk and management oversight, including cybersecurity matters ​ ✓ Oversees diversity and inclusion matters ​ ✓ Active approach to management succession planning ​	​

 

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✓ Corporate Governance and Nominating Committee oversees ESG program and sustainability initiatives and 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 ​

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​	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 ​ ✓ 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 of Trustees 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 99% of CEO’s and 71% of other NEOs’ 2020 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 ​ ✓ Implemented changes reflected in our 2021 executive compensation program, including reducing notional value of our Outperformance Plan and extending performance measurement period ​ ✓ Robust claw-back policy, subject to the oversight of the Corporate Governance and Nominating Committee, which 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 for 2021 (was waived for 2020 due to the effects of the COVID-19 pandemic on our business) ​ ✓ Actual Realized Compensation of our CEO and other named executive officers 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 named executive officers is required to hold Company equity with a value equal to at least 3x such executive’s salary ​	​

 

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​	ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY	​
​	✓ Industry-leading sustainability program ​ ✓ ENERGY STAR Partner of the Year Award with Sustained Excellence received six times, most recently in 2020 ​ ✓ 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 every year since 2010 ​ ✓ One of the largest owners of LEED-certified property in the United States ​ ✓ Reporting pursuant to SASB framework in 2018, 2019 and 2020 ESG reports, examined by third party and furnished to the SEC on a Form 8-K filing ​ ✓ Signatory of the Task Force on Climate-related Financial Disclosures ​ ✓ Robust COVID-19 accommodations and procedures, including daily temperature and health screenings, weekly testing, flexible work-from-home policies, subsidized parking and lunch for employees working in the office ​ ✓ Comprehensive medical and dental insurance, 401(k) employer match and HSA contributions ​ ✓ 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 ​ ✓ 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 political contributions in 2020 ​ ✓ Refreshed and renewed anti-harassment policy ​ ✓ Include gender and racial diversity data at management level and across our entire employee base in our annual ESG report; as of December 31, 2020, 54% of our Vornado corporate employees (excluding BMS employees) were female and 30% were racial minorities, and, as of December 31, 2020, 36% of BMS employees were female and 70% of BMS employees were racial minorities ​	​

 

TABLE OF CONTENTS

 

 

 

 

888 Seventh Avenue
New York, New York 10019

PROXY STATEMENT

Annual Meeting of Shareholders to Be Held on May 20, 2021

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 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, May 20, 2021, 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 2020 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 22, 2021. 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 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.

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

How do you vote?

If you hold your 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 19, 2021.

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 of Trustees and members of management of the Company may also solicit proxies.

Who is entitled to vote?

Only holders of record of our common shares of beneficial interest, par value $0.04 per share (our “Shares”), as of the close of business on March 22, 2021 are entitled to notice of and to vote at the Annual Meeting. We refer to this date as the “record date.” On that date, 191,464,179 of our Shares were outstanding. Holders of Shares as of 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?

Due to the ongoing impact of the COVID-19 pandemic, this year’s Annual Meeting will be a virtual meeting of shareholders conducted via live audio webcast to provide a safe experience for our shareholders and employees. To be admitted to the Annual Meeting, you must have been a shareholder at the close of business on the record date of March 22, 2021 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/VNO2021 during the Annual Meeting.

To attend and participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/VNO2021. 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 5:00 p.m. New York City time on May 7, 2021 in order to allow enough time to register such person to attend the Annual Meeting.

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 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/VNO2021.

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 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 your 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 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 Trustee fails to receive approval of a majority of the votes cast (for this purpose, more “for” votes cast than “withhold” votes), 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 Annual Meeting; however, any nominee for Trustee who does not receive the approval of a majority of the votes cast (more “for” votes than “withhold” votes) 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 requires the affirmative vote of a majority of the votes cast on such matter at the Annual Meeting.

 

PROPOSAL 1: ELECTION OF TRUSTEES

Trustees Standing for Election

Our Board has 10 Trustees who 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, Messrs. William W. Helman IV and David M. Mandelbaum, Ms. Mandakini Puri, Mr. Daniel R. Tisch, Dr. Richard R. West 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 2022 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 2022 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. 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. A “withhold” vote or an abstention, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the votes on this proposal.

 

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Beneficially owns in excess of 1% of our Shares.

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

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Beneficially owns in excess of 1% of our Shares.

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

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Beneficially owns in excess of 1% of our Shares.

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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, Dr. West 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 59% 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.”

 

CORPORATE GOVERNANCE

Governance Highlights

 

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 last seven years, we met with or spoke to holders of more than 50% of our Shares. Based on that outreach, we believe the combination of actions we have taken present an overall governance structure responsive to our shareholders’ views. The changes implemented include:

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

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We have increased the diversity of our Board so that now 30% of our Board members are female and 20% are racially/ethnically diverse.

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We have rotated Compensation Committee membership, adding Ms. Hamza Bassey as a member to replace Dr. West.

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We have appointed a new Chair for our Audit Committee.

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

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

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

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

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We adopted anti-hedging and anti-pledging policies.

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We enhanced our claw-back policy to also provide 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.

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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.

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We made specific changes to our compensation program in response to shareholder input such as reinstituting our use of Outperformance Plans.

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

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

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We refreshed and renewed our anti-harassment policy.

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

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

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We provided increased and tabular disclosure regarding our Trustee selection process and our current and desired Trustees skill sets.

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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 of Trustees has adopted the following documents, which are available on our website (www.vno.com/governance/overview):

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Audit Committee Charter

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Compensation Committee Charter

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Corporate Governance and Nominating Committee Charter

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Corporate Governance Guidelines

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Code of Business Conduct and Ethics

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We will post any future changes to these documents to our website and may not otherwise publicly file 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.

 

Corporate Governance at a Glance

Board Independence

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Nine of 10 of our Trustees are independent.

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Our only non-independent Trustee is our current CEO, who has extensive and valuable experience with our Company.

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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.

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Board Composition

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Currently the Board has fixed the number of Trustees at 10.

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

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

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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.

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Board Committees

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

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

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Leadership Structure

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

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The independent Board members consider our Lead Trustee annually. Our Board re-appointed Ms. Candace K. Beinecke as Lead Trustee on February 11, 2021. Among other duties, our Lead 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.

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The Board will consider whether an independent chairperson is appropriate at the time of the next CEO transition.

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Risk Oversight

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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.

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Open Communication and Shareholder Engagement

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

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

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

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

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Trustee Stock Ownership

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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

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

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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 regularly.

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In 2019, the Board oversaw the promotion and hire of a new generation of leadership by creating, and filling, the roles of President, Co-Heads of Real Estate and Head of Retail, and in 2020 our Board oversaw the transition of our Chief Financial Officer role, effective December 31, 2020.

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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.

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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 each 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.

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Sustainability, Corporate Responsibility and Political Contributions

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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 polices relating thereto.

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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.

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Consistent with Vornado’s past practices, we did not make any political contributions in 2020.

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Board Independence

The Board has determined that Mses. Beinecke, Hamza Bassey and Puri and Messrs. Fascitelli, Helman, Mandelbaum, Tisch and Wight and Dr. West are independent Trustees under the Corporate Governance Standards of the NYSE, with the result that nine 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 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 prominent importance 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

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

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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.

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

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

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

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

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Core competencies

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

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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.

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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.

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

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

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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.

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

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

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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.

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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.

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Commitment to our Company

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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.

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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).

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

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

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Team and Company considerations

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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.

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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.

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Nomination of a candidate should not be based solely on these listed factors.

 

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.

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 Chief Executive Officer. In addition, all of the members of our Board’s committees, except the Executive Committee, are independent.

Our Board of Trustees 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 independent Lead Trustee position, is currently the best structure for Vornado and its shareholders. In its review of our leadership structure, the Board considered the following:

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

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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 current 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.

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

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The power and authority of our Lead Trustee role was increased in 2015 and 2017, and the Lead 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.”

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The views expressed by shareholders through direct outreach and engagement.

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Our governance culture fosters open communication among the Lead 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.

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Lead Independent Trustee Role

A Lead Trustee is elected annually by the independent Trustees. We refer to this role as the Lead Trustee or the Lead Independent Trustee. Ms. Beinecke was first elected by our independent Trustees to serve as Lead Trustee for a one-year term on March 16, 2016 and was most recently re-elected on February 11, 2021. When making the selection, the independent Trustees considered the attributes desired in a Lead 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 Trustee position has clearly defined duties and responsibilities, which are set forth in our Corporate Governance Guidelines. They include the following authorities and responsibilities:

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

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serve as liaison between the Chairman and the independent Trustees;

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approve, in consultation with the Chairman:

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the schedule of Board meetings,

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Board meeting agenda items, and

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

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

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

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contribute to ongoing management succession and development planning;

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

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

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communicate shareholder feedback to the full Board.

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As Lead 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 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 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 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. 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 five years, we have added three new independent Trustees, Ms. Hamza Bassey, Mr. Helman and Ms. Puri. Currently, 30% of our Board members have joined the Board within the last five years.

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 and in 2021, we added Ms. Hamza Bassey to the Compensation Committee, replacing Dr. West.

 

Over the past year, during the COVID-19 pandemic, we have benefited tremendously from the experience of our longstanding Trustees who have extensive experience in the real estate industry and navigating through numerous economic and real estate cycles. Although Dr. West considered retiring from our Board, he was asked to remain as a Trustee due to his experience with the Company and with navigating through multiple economic and real estate cycles. As a result, our Board determined to maintain our current mix of Trustees for election at the 2021 Annual Meeting, but we remain committed to ongoing Board refreshment and will continue to actively pursue qualified, diverse candidates for election to our Board.

Committees of the Board of Trustees

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 10 meetings during 2020. 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 2020.

In addition to full meetings of the Board, our non-management Trustees met nine times in sessions without members of management present. Ms. Beinecke, as Lead 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 2020 Annual Meeting of Shareholders attended the virtual meeting.

Audit Committee

The Audit Committee held seven meetings during 2020. During 2020, the members of the Audit Committee were Ms. Puri, Mr. Tisch and Dr. West. Effective March 26, 2020, we appointed Ms. Mandakini Puri to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee stepped down from that role, but has remained on the Audit Committee for transition purposes.

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, Mr. Tisch and Dr. West is an “audit committee financial expert,” as defined by SEC Regulation S-K (and thus the Board has three 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, Mr. Tisch and Dr. West, 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 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 four meetings during 2020 consisted of the following members: Mr. Tisch, as Chair, Mr. Helman and Dr. West. In February 2021, Ms. Hamza Bassey was appointed to the Compensation Committee, replacing Dr. West. Each of Ms. Hamza Bassey, Mr. Helman, Mr. Tisch and Dr. West had or has been determined by the Board to be independent. 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 are 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.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee, which met twice during 2020, currently consists of Ms. Beinecke, as Chair, and Mr. Helman and Ms. Puri as the two other members. During 2020, members of the Corporate Governance and Nominating Committee led several 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. 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 below. 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 2021 Annual Meeting and assuming Mr. Roth were to be re-elected at all the boards on which he currently serves, the Corporate Governance and Nominating Committee (and later the full Board) considered that Mr. Roth would serve on boards of three public companies in addition to our Board. However, the Committee noted that one of those companies, Alexander’s, is an affiliate for which we manage its properties and the two other companies (JBG Smith and Urban Edge) resulted from spinning business units out of our Company and have a broadly overlapping shareholder base. The Corporate Governance and Nominating Committee and the full Board each determined that Mr. Roth’s service on these other Boards 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:

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Alexander’s is managed by the Company, and Mr. Roth’s service on the Alexander’s Board is important to the performance of his duties to Vornado; and

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Prior to the spinoffs, Mr. Roth served as the CEO of the businesses comprising Urban Edge and substantially comprising JBG Smith, both of which were fully integrated in Vornado. The spinoffs represented a significant reduction in Mr. Roth’s time devoted to these businesses. In the Corporate Governance and Nominating Committee’s view, Mr. Roth’s current service on the Boards of Urban Edge and JBG Smith provides industry knowledge that benefits Vornado and the Vornado shareholders that continue to own these companies.

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The Corporate Governance and Nominating Committee will continue to assess the benefits of Mr. Roth’s service on these Boards.

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 2020.

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 of Trustees 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, 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.

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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).

 

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 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

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

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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.

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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.

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We have anti-hedging and anti-pledging policies.

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

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We strictly restrict conflicts of interest.

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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 political contributions in 2020.

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We have a policy restricting the receipt of gifts.

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

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

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

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

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

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We actively monitor and audit internal compliance with our policies with the oversight of the Corporate Governance and Nominating Committee and, ultimately, the full Board.

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Human Capital Management and Social Engagement

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

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

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

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

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

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

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•

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

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•

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:

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◦

Medical and dental insurance coverage;

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◦

Life and disability insurance;

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◦

Competitive vacation and leave policies; and

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◦

401(k) matches and HSA contributions.

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•

To accommodate our workforce during the COVID-19 pandemic, we have implemented the following programs and accommodations:

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◦

Divided our workforce into two teams alternating weekly working in the office and working from home to maintain social distancing;

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◦

Daily COVID-19 temperature screening upon entering our buildings and daily health screening questionnaire;

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◦

Flexible work from home and sick leave policies;

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◦

Subsidized parking and lunch for employees working in our offices; and

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◦

Weekly COVID-19 testing of all employees working in our offices.

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•

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

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•

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

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Leader in Sustainability Practices

•

We have received the ENERGY STAR Partner of the Year Award with Sustained Excellence six times, most recently in 2020.

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•

In every year since 2013, we have received the Global Real Estate Sustainability Benchmark Green Star Ranking, and we were a Green-Star recipient in 2020.

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•

We have received the NAREIT Leader in the Light Award for every year since 2010.

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•

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

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Sustainability

We believe that our Company has been a leader in promoting sustainability practices. 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.

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•

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

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•

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

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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.

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•

Establishing partnerships with our tenants and communities.

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•

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/overview which is not incorporated into this proxy statement.

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PRINCIPAL SECURITY HOLDERS

The following table lists the number of Shares and Units beneficially owned, as of March 22, 2021, 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).

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*

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 191,464,179 Shares and 14,004,849 Units (other than Units held by the Company) outstanding as of March 22, 2021.

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(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 93% of the Units of, the Operating Partnership as of March 22, 2021 (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.

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(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) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.

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(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) 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, Wight and Mandelbaum are, directly or indirectly, the three general partners, owns 5,503,548 Shares. These Shares are included in the total Shares and the percentage of class for each of them. Messrs. Roth, Wight and Mandelbaum share voting power and investment power with respect to these Shares.

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(6)

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 37,299 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—83,469; David Mandelbaum—20,148; Russell B. Wight, Jr.—20,148; Michael D. Fascitelli—15,810; David R. Greenbaum—88,517; Michael J. Franco—27,850; Joseph Macnow—51,234; Daniel R. Tisch—19,862; Glen J. Weiss—6,793; Richard R. West—​19,540; Candace K. Beinecke—22,689; William W. Helman IV—11,651; Beatrice Hamza Bassey—11,018; Mandakini Puri—10,549; and all Trustees and executive officers as a group—497,528. 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—458,722; David Mandelbaum—1,345; Russell B. Wight, Jr.—1,345; Michael D. Fascitelli—1,345; David R. Greenbaum—266,094; Michael J. Franco—291,582; Joseph Macnow—197,222; Daniel R. Tisch—1,345; Glen J. Weiss—​135,850; Richard R. West—1,345; Candace K. Beinecke—1,345; William W. Helman IV—0; Beatrice Hamza Bassey—0; Mandakini Puri—4,034; and all Trustees and executive officers as a group—1,865,270. 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—809,382; David R. Greenbaum—242,747; Michael J. Franco—220,211; Joseph Macnow—156,028; Glen J. Weiss—178,535; and all Trustees and executive officers as a group—1,908,827. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Appreciation Only Long-Term Incentive Plan Units as indicated: Steven Roth—265,824; David R. Greenbaum—​89,716; Michael J. Franco—83,072; Joseph Macnow—58,150; Glen J. Weiss—43,246; and all Trustees and executive officers as a group—682,371.

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(8)

The address of each of such person(s) is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.

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(9)

Of these Shares, 2,909,252 are held in a partnership 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.

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(10)

Includes 31,907 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.

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(11)

The number of Shares beneficially owned by Mr. Fascitelli includes 672,334 Shares held in a grantor annuity trust, 67,537 Shares held by a limited partnership and 105,191 Shares held in a limited liability company and does not include 3,150 Shares owned by his children as to which Mr. Fascitelli disclaims any beneficial interest.

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(12)

Includes 49,817 Units held by a limited liability company, 258,323 Units held in grantor trusts and 30,700 Shares held in a family trust. Excludes 150,000 Shares held by a limited liability corporation, 53,960 Shares and 3,040 Units held in trusts for the benefit of his children and 12,948 Units held by his spouse as to which Mr. Greenbaum disclaims any beneficial interest.

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(13)

Excludes 3,128 Shares held by Mr. Macnow’s spouse.

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(14)

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.

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(15)

Dr. West and his wife own 3,231 of these Shares jointly. Also included are 1,953 Shares that may be acquired upon conversion of 1,000 Series A preferred shares of beneficial interest owned by Dr. West.

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(16)

According to an amendment to Schedule 13G filed on February 10, 2021.

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(17)

According to an amendment to Schedule 13G filed on January 28, 2021.

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(18)

According to an amendment to Schedule 13G filed on February 1, 2021.

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(19)

According to an amendment to Schedule 13G filed on February 11, 2021.

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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 the only filing deficiency under Section 16(a) by our Trustees, executive officers and 10% shareholders in the year ended December 31, 2020 (or in 2021, prior to the mailing of this proxy statement) was one late filing in 2020 by Ms. Beinecke with regard to a transaction reported on a Form 4, due to a clerical error by the Company.

 

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

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✓

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

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Changes for 2021 and Beyond

✓

Implemented changes to our 2021 executive compensation program for 2020 performance, including reducing maximum notional amount of OPP and increasing performance measurement period to four years

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✓

Granted a one-time waiver of the formulaic threshold components of our Annual Incentive Plan for 2020 due to the substantial, negative effects of the COVID-19 pandemic on our non-real estate businesses including Building Maintenance Services (“BMS”), our signage and parking business, tradeshows, Hotel Pennsylvania and lease terminations resulting primarily from retail tenant bankruptcies. Waiver does not apply to 2021 and upon the normalization of our variable businesses following the COVID-19 pandemic, our Compensation Committee will consider reducing the bonus pool cap of 1.75% of FFO, as adjusted, as appropriate, based on the reduction in the size of the executive team

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Substantial Performance-Based and At-Risk Components

✓

Pay-for-performance philosophy, including 99% of CEO’s and 71% of other NEOs’ compensation in the form of equity with actual value tied to Vornado’s Share price performance

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✓

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

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✓

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

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✓

Except for 2020, our annual bonus plan has a formula-driven cap and we disclose goals and results

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✓

Metrics in our compensation program continue to align with the most important business metrics that drive value creation: FFO, NOI, and Total Shareholder Return (“TSR”)

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Shareholder-Friendly Compensation Programs

✓

CEO 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

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✓

Maintain a cap on incentive compensation payouts

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✓

Double-trigger equity acceleration upon a change of control

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✓

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

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✓

No excessive perquisites or benefits

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✓

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

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✓

No tax gross-ups

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✓

No dividends or other distributions on unearned equity awards subject to performance-based vesting (other than limited distributions on operating partnership awards for tax purposes)

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Approach of this Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or “CD&A,” describes our executive compensation program for 2020, including certain elements of our 2021 program 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 2020 compensation decisions for the following named executive officers (the “Named Executive Officers” or “NEOs”):

•

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

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•

Joseph Macnow, Chief Financial Officer and Chief Administrative Officer, separated from service December 31, 2020;

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•

David R. Greenbaum, Vice Chairman, separated from service as of December 31, 2020;

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•

Michael J. Franco, President (and, effective December 31, 2020, Chief Financial Officer); and

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•

Glen J. Weiss, Executive Vice President—Office Leasing, Co-Head of Real Estate.

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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 grant 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 2018-2020 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. We also present (under “— Realized Compensation Table”), the actual compensation received for 2020, 2019, and 2018. We believe Realized Compensation is helpful in evaluating the effectiveness of our compensation program.

Recent Management Changes

Effective December 31, 2020, we made the following management changes:

1.

David R. Greenbaum (age 69), executive Vice Chairman, separated from service with the Company and is now serving in a consulting role as non-executive Vice Chairman;

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2.

Joseph Macnow (age 75), Executive Vice President, Chief Financial Officer and Chief Administrative Officer separated from service with the Company and is now serving as a Senior Advisor;

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3.

Michael J. Franco (age 52), previously our President was appointed to also serve as our Chief Financial Officer; and

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4.

Thomas Sanelli (age 48) was promoted to Executive Vice President—Finance & Chief Administrative Officer.

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Three of these individuals (Messrs. Greenbaum, Macnow and Franco) are designated as NEOs for purposes of our CD&A and these four individuals listed above, together with Messrs. Roth, Chera, Langer and Weiss, comprise our senior management team (and to whom we refer in this Proxy Statement as the “Senior Executives”). We believe that these management changes are important steps in continuing our generational management succession plans and allow for a seamless transition and a significant reduction in overhead.

Neither Mr. Franco nor Mr. Sanelli received compensation increases in connection with their additional responsibilities and we did not make any one-time grants to such executives in connection therewith.

Shareholder Engagement and Board Responsiveness

At our 2020 Annual Meeting of Shareholders, our say-on-pay proposal did not receive the support of the holders of a majority of our shares. This result was well below the level of support for our prior annual say-on-pay votes. In December 2020, we implemented the following substantial compensation reductions:

•

Reduced our CEO’s Direct/Realizable Compensation by $3.0 million, or 27%, from 2019 to 2021 (based on anticipated 2021 compensation, as further described below), including a reduction in our CEO’s Direct/Realizable Compensation by $1.8 million, or 16%, from 2019 to 2020 (our CEO’s compensation was not increased between 2016 and 2019); and

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•

Reduced the Direct/Realizable Compensation of our other NEOs by a total of $8.3 million, or 45%, from 2019 to 2021 (taking into account Messrs. Greenbaum’s and Macnow’s 2021 consulting roles and reduced compensation), including a reduction of $3.7 million, or 20%, from 2019 to 2020.

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Direct /Realizable and Realized Compensation are calculated as described in this Compensation Discussion and Analysis section of this Proxy Statement. 2021 Total Direct /Realizable Compensation and Realized Compensation represents additional compensation reductions that the Compensation Committee and Mr. Roth have agreed to for 2021 and the equity components are calculated using the same fair-value methodology that was applied to the 2020 Direct/Realizable Compensation. The Realized Compensation for 2021 does not include the value of OPP units granted under the 2018 OPP Plan because those units did not meet the applicable performance requirements as of March 15, 2021 and, accordingly, the applicable units can no longer be earned.

Our executive compensation program is designed so that the actual Total Realized Compensation closely aligns with our actual Share performance. As the chart above demonstrates, total Direct/Realizable Compensation for our CEO decreased in 2020, compared to 2019, and his Realized Compensation is significantly lower than total Direct/Realizable Compensation for each year. Performance-based, long-term equity awards for the three-year performance periods ending in 2018, 2019 and 2020 were not earned and no such payouts were made in 2018, 2019 or 2020, demonstrating the at-risk nature of our performance-based program and its alignment with shareholder interests. In addition, the Compensation Committee and Mr. Roth have agreed to further reductions to his 2021 compensation and his OPP award that was granted in 2018 with a grant date fair value of $5.6 million did not meet the performance threshold at the March 15, 2021 measurement date and therefore was not earned.

Since our 2020 Annual Meeting, we reached out to shareholders representing more than 58% of our outstanding common shares (as of December 31, 2020) and spoke with shareholders representing more than 56% of our outstanding common shares, including those who voted against our say-on-pay proposal in 2020. Our Lead Independent Trustee participated in conversations with over half of these shareholders.

 

The following table summarizes key topics discussed with shareholders during our most recent engagement, the feedback we received and the actions taken in response for 2020 and 2021:

 

 

Significant Compensation Reductions