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VORNADO REALTY TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
2016
888 Seventh Avenue
New York, New York 10019
23, 2024
(4)
(5) compensation as described in the Proxy Statement.
Annual Meeting.
By Order of the | ||
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Overview of Voting Items
This summary highlights certain information that is covered elsewhere in this Proxy Statement. You are encouraged to read our complete Proxy Statement before voting.
Recent Governance Changes
During the last two years, our Board of Trustees, has adopted, or is proposing, a number of significant governance changes. These changes follow extensive engagement with our shareholders to better understand their views on our corporate governance practices. The Chair of our Corporate Governance and Nominating Committee was an active participant in these meetings with investors and she and members of our management team reported and discussed the feedback received with the full Board. As part of this engagement, we held in person or telephonic meetings with shareholders representing approximately 50% of our outstanding shares. These changes include:
Changes made for 2016
Changes made in 2015
We have also significantly enhanced the corporate governance disclosures in our proxy statement in the last two years.
Corporate Governance Highlights
Executive Compensation Highlights
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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 ✓ 80% of the Board is independent and independent Trustees conduct regular executive sessions ✓ 30% of our Board members are female and 30% are racially/ethnically diverse ✓ Lead Independent Trustee with significant authority and responsibility ✓ Annual Board and committee self-evaluations ✓ Annual review of Board leadership structure ✓ Robust share ownership guidelines that align the interests of Trustees with those of our shareholders ✓ Three of our Board members each own more than 1% of our Shares ✓ Actively engaged in strategic, risk and management oversight, including cybersecurity matters ✓ Oversees diversity and inclusion matters ✓ Active approach to management succession planning ✓ Corporate Governance and Nominating Committee oversees our ESG program and sustainability initiatives and the full Board receives ESG presentations from management on developments in the ESG space on a regular basis ✓ Corporate Governance and Nominating Committee oversees and monitors internal compliance with ethical and social policies ✓ Strictly restrict political contributions on behalf of the Company and compliance with that policy is subject to the oversight of the Corporate Governance and Nominating Committee; Consistent with Vornado’s past practices, we did not make any direct political contributions to candidate campaigns in 2023 | |
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| GOVERNANCE PRACTICES | |
| ✓ Robust and ongoing shareholder engagement program and demonstrated responsiveness to feedback ✓ Annual Trustee elections and committee appointments ✓ Market standard proxy access ✓ Shareholders may amend our Bylaws ✓ Annual say-on-pay voting ✓ Trustee resignation policy in uncontested elections for failure to receive majority support ✓ No poison pill ✓ Declaration of Trust may be amended by a majority vote of the Board and a majority vote of outstanding shares (excluding limited provisions to protect REIT tax status and removal of Trustees) | |
| COMPENSATION PRACTICES | |
| ✓ Pay-for-performance philosophy, including 76% of CEO’s and 71% of other NEOs’ average 2023 Total Direct/Realizable Compensation in the form of equity with actual value tied to Vornado’s Share price performance ✓ Significant portion of long-term compensation is in the form of performance-based equity, which requires the achievement of significant performance hurdles to have any value ✓ 2022 and 2023 executive compensation program incorporates ESG metrics in the LTPPs ✓ In addition to our claw-back policy required by NYSE rules, we have an enhanced claw-back policy, subject to the oversight of the Corporate Governance and Nominating Committee, that also provides for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit ✓ Formula-driven annual bonus plan cap ✓ Actual Total Realized Compensation of our CEO and other NEOs is aligned with actual Share performance ✓ Anti-hedging and anti-pledging policies ✓ Our equity plans have a double-trigger equity acceleration upon a change of control ✓ CEO has no employment agreement and is not entitled to any special severance upon a change of control or other employment termination ✓ No excessive perks and no retirement plan other than a 401(k) ✓ No tax gross-ups ✓ CEO is required to hold Company equity having a value equal to at least 6x his salary and each of our other NEOs is required to hold Company equity with a value equal to at least 3x such executive’s salary | |
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| ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBILITY | |
| ✓ Industry-leading sustainability program ✓ EPA ENERGY STAR Partner of the Year Award with Sustained Excellence received nine times ✓ Global Real Estate Sustainability Benchmark Green Star Ranking in every year since 2013, with an “A” grade for our public disclosure ✓ NAREIT Leader in the Light Award for thirteenth time in 2023 ✓ One of the largest owners of LEED-certified property in the United States ✓ Reporting pursuant to SASB framework in ESG report, examined by third party and furnished to the Securities and Exchange Commission on a Form 8-K filing ✓ Signatory of the Task Force on Climate-related Financial Disclosures ✓ Respondent to Carbon Disclosure Project (CDP) beginning in 2021 ✓ Comprehensive medical, vision and dental insurance, 401(k) employer match and HSA contributions ✓ A stipend for employees expanding family through adoption, surrogacy or IVF to assist with costs not covered by medical insurance ✓ Employee wellness programs and incentives ✓ Strong Code of Business Conduct and Ethics applies to all Trustees, executive officers and employees ✓ Employee policies and manuals prohibit discrimination, bribes, money laundering and other corruption ✓ Restrictions on conflicts of interest ✓ Established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing ✓ Comply with all applicable laws and regulations regarding employing child labor, respecting human rights and not purchasing conflict minerals ✓ Refreshed and renewed anti-harassment policy ✓ Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice ✓ Include gender and racial diversity data at management level and across our entire employee base in our annual ESG report; as of December 31, 2023, 53% of our Vornado corporate employees (excluding Building Maintenance Services LLC (“BMS”) employees) were female and 34% were racial minorities, and, as of December 31, 2023, 34% of BMS employees were female and 76% of BMS employees were racial minorities | |
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| TABLE OF CONTENTS | |
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| TABLE OF CONTENTS | |
| Audit Fees | | | | | 76 | | |
| Audit-Related Fees | | | | | 76 | | |
| Tax Fees | | | | | 76 | | |
| All Other Fees | | | | | 76 | | |
| Pre-Approval Policies and Procedures | | | | | 76 | | |
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| Advisory Resolution on Executive Compensation | | | | | 78 | | |
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| ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALS | | | | | 79 | | |
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| 2024 Proxy Statement | |
23, 2024
the date of this proxy statement.
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If you hold your common shares in "street name" (that is, as beneficial owner through a bank, broker or other nominee), your nominee will not 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 nominee on how to vote your shares. If you hold shares in "street name," you will receive instructions 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 nominee how to vote your shares by following the directions provided by your nominee.
22, 2024.
proxy materials to their principals and we may reimburse them for their expenses in so doing. Trustees orMembers of our Board and members of management of the Company may also solicit votes.
proxies.
If you hold your Shares in your own name, you will need onlyof shareholders conducted via live audio webcast. To be admitted to present satisfactory evidence of your identity. If you hold your Shares in "street name" and would like to attend the Annual Meeting, in person, you will need to bring an account statement or other evidence acceptable to us of ownership of your Shares as ofmust have been a shareholder at the close of business on the record date. If you hold Sharesdate of March 25, 2024 or be the legal proxy holder or qualified representative of such shareholder. The virtual Annual Meeting will afford shareholders the same rights as if the meeting were held in "street name" and wishperson, including the ability to vote in personshares electronically at the Annual Meeting youand to ask questions in accordance with the rules of conduct for the meeting, which will be available on
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How
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.The approval of the Amendment requires the affirmative vote by holders of not less than a majority of our Shares outstanding and entitled to vote thereon.
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TRUSTEES STANDING FOR ELECTION
duly elected and qualified. Each of these nominees currently serves as a member of our Board. Our organizational documents currently provide that our Trustees are divided into three classes, as nearly equal in number as reasonably possible, as determined by the Board. One class of Trustees is elected at each Annual Meeting to hold office for a term expiring at the third succeeding annual meeting and until their respective successors have been duly elected and qualified. If the Amendment is approved, our organizational documents will provide that the Trustees elected at this annual meeting will serve until the 2019 annual meeting of shareholders, the Trustees elected at the 2017 annual meeting of shareholders will be elected for a one-year term to serve until the 2018 annual meeting of shareholders, the Trustees elected at the 2018 annual meeting of shareholders will be elected for a one-year term to serve until the 2019 annual meeting and, beginning with the 2019 annual meeting of shareholders, all Trustees will be elected as a single class annually, in each case to hold office for a term expiring at the next succeeding annual meeting and until their respective successors have been duly elected and qualified.
The following table lists the nominees and the other present members offor election to the Board who will continue to serve followinguntil the 20162025 Annual Meeting.Meeting of Shareholders and until his or her successor is duly elected and qualified. For each such person, the table lists the age, principal occupation, position presently held with the Company, if any, and the year in which the person first became a member of our Board or a director of our predecessor, Vornado, Inc.
Name | | Age | | Principal Occupation and, if applicable, Present Position with the Company | | Year Term Will Expire | | Year First Elected as Trustee | |
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Nominees for Election to Serve as Trustees Until the Annual Meeting in 2019 | | ||||||||
Candace K. Beinecke(1)(2)(3)(4) | | 69 | | Chair of Hughes Hubbard & Reed LLP | | 2019 | | 2007 | |
Robert P. Kogod(2)(5) | | 84 | | President of Charles E. Smith Management LLC | | 2019 | | 2002 | |
Dr. Richard R. West(2)(5)(6) | | 78 | | Dean Emeritus, Leonard N. Stern School of Business, New York University | | 2019 | | 1982 | |
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Present Trustees Elected to Serve Until the Annual Meeting in 2017 | | ||||||||
Michael Lynne(2)(6) | | 74 | | Principal of Unique Features | | 2017 | | 2005 | |
David Mandelbaum(2)(3) | | 80 | | A member of the law firm of Mandelbaum & Mandelbaum, P.C.; a general partner of Interstate Properties | | 2017 | | 1979 | |
Daniel R. Tisch(2)(5)(6) | | 64 | | Managing Member of TowerView LLC | | 2017 | | 2012 | |
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Present Trustees Elected to Serve as Trustees Until the Annual Meeting in 2018 | | ||||||||
Steven Roth(1) | | 74 | | Chairman of the Board of Trustees of the Company since May 1989; Chief Executive Officer of the Company from May 1989 to May 2009 and since April 15, 2013; Managing General Partner of Interstate Properties | | 2018 | | 1979 | |
Michael D. Fascitelli | | 59 | | Owner, MDF Capital LLC since June 2013. From May 2009 to April 15, 2013, President and Chief Executive Officer of the Company | | 2018 | | 1996 | |
Russell B. Wight, Jr.(1)(2)(3)(7) | | 76 | | A general partner of Interstate Properties | | 2018 | | 1979 | |
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BIOGRAPHIES OF OUR TRUSTEES
Ms. Beinecke has served as Chair of Hughes Hubbard & Reed LLP, a New York law firm, since 1999 and is a practicing partner in Hughes Hubbard's Corporate Department. Ms. Beinecke also serves as Chairperson of the Board of Arnhold & S. Bleichroeder Advisors LLC's First Eagle Funds, Inc. (a U.S. public mutual fund family), and as a board member of ALSTOM (a public French transport and power company).
Mr. Fascitelli has served as a member of our Board of Trustees since December 1996. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC (a private investment firm). Mr. Fascitelli served as our President from December 1996, and as our Chief Executive Officer from May 2009, until his resignation from both positions effective April 15, 2013. From December 1992 to December 1996, Mr. Fascitelli was a partner at Goldman, Sachs & Co. (an investment banking firm) in charge of its real estate practice and was a vice president prior thereto. Until May 23, 2013, he was also a director of our affiliate, Alexander's, Inc. ("Alexander's") (a real estate investment trust), and served as its President until April 15, 2013. From 2004 until 2013, he also served as a director of our affiliate, Toys "R" Us, Inc. (a retailer). Since January 16, 2014, Mr. Fascitelli has served on the Board of Trustees of Colony Starwood Homes (formerly Starwood Waypoint Residential Trust) (a real estate investment trust). Since 2015, Mr. Fascitelli has also served as a member of the Board of Commissioners of the Port Authority of New York and New Jersey.
Mr. Kogod has served as a member of our Board of Trustees since 2002. Currently, Mr. Kogod is the President of Charles E. Smith Management LLC (a privately-owned investment firm that is not affiliated with the Company). Previously, Mr. Kogod was Co-Chief Executive Officer and Co-Chairman of the Board of Directors of Charles E. Smith Commercial Realty L.P., from October 1997 through December 2001, and was Co-Chief Executive Officer and Co-Chairman of the Board of Directors of Charles E. Smith Residential Realty from June 1994 to October 2001.
Mr. Lynne has been a principal of Unique Features (a media company) since its formation in 2008. Prior to that, he was Co-Chairman and Co-Chief Executive Officer of New Line Cinema Corporation (a subsidiary of Time Warner, Inc. and a motion picture company) since 2001. Prior to 2001, Mr. Lynne served as President and Chief Operating Officer of New Line Cinema, starting in 1990. From 2006 until 2008, Mr. Lynne served on the Board of Directors of Time Warner Cable Inc. (a telecommunications company). Since July 2013, Mr. Lynne has been a member of the Board of Directors of IMAX Corporation (an entertainment technology company).
Mr. Mandelbaum has been a member of the law firm of Mandelbaum & Mandelbaum, P.C. since 1960. Since 1968, he has been a general partner of Interstate Properties (an owner of shopping centers and investor in securities and partnerships, "Interstate"). Mr. Mandelbaum is also a director of Alexander's.
Mr. Roth has been the Chairman of our Board of Trustees since May 1989 and Chairman of the Executive Committee of the Board since April 1980. From May 1989 until May 2009, Mr. Roth served as our Chief Executive Officer. Since April 15, 2013, Mr. Roth is again serving in that position. Since 1968, he has been a general partner of Interstate and he currently serves as its Managing General Partner. He is the Chairman of the Board and Chief Executive Officer of Alexander's. Since January 2015, Mr. Roth has been a member of the Board of Trustees of Urban Edge Properties (a real estate investment trust and former subsidiary of the Company). Mr. Roth was a director of J. C. Penney Company, Inc. (a retailer) from 2011 until September 2013.
Mr. Tisch has been the Managing Member of TowerView LLC (a private investment partnership) since 2001. Mr. Tisch also serves as a member of the Board of Directors of Tejon Ranch Company (a real estate development and agribusiness company). Mr. Tisch is also a Board member and member of the Finance, Audit and Investment Committees of New York University.
Dr. West is Dean Emeritus of the Leonard N. Stern School of Business at New York University. He was a professor there from September 1984 until September 1995 and Dean from September 1984 until August 1993. Prior thereto, Dr. West was Dean of the Amos Tuck School of Business Administration at Dartmouth College. Dr. West is also a director of Alexander's.
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Mr. Wight has been a general partner
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RELATIONSHIPS AMONG OUR TRUSTEES
our Shares.
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”
Alexander’s.
”
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| OUR MISSION AND CULTURE | | | | Our mission is to execute on the objectives and strategy that we set out in our Annual Report on Form 10-K. Our goal, culture and intent are to do so in a manner that: • adds value to the communities in which we operate; • provides a rewarding, engaging and motivating environment for our employees; and • accomplishes our mission while seeking to maintain the highest ethical standards in a sustainable manner. | |
| Regular Shareholder Engagement | | | | • We, at least annually, offer to meet in person or virtually, with shareholders representing over 50% of our Shares. • Ms. Candace K. Beinecke, our Lead Independent Trustee, has participated in many of these meetings. | |
| Strong, Independent, Diverse and Engaged Board | | | | • In the past eight years, our Board has added four new independent Trustees to the Board, all of which are independent. We are committed to a continuous process of Board refreshment. • In 2020, our Board appointed Ms. Puri to be Chair of our Audit Committee, in 2021, our Board appointed Ms. Hamza Bassey as a member of our Compensation Committee, in 2022, our Board appointed Ms. Hamza Bassey as a member of our Audit Committee and in 2023, our Board appointed Mr. McGuire as a member of our Compensation Committee. • 80% of our Board is independent, with the only non-independent members being the current and former Chief Executive Officers. • 30% of our Board members are female and 30% are racially/ethnically diverse. • Our Board members are invested in our Company: they are required (within five years of election) to hold Company equity having a value of at least 5x their annual cash retainer. Three of our Board members each currently own more than 1% of our Shares. • We have a Lead Independent Trustee with significant authority and responsibility. • Our Board is actively engaged in strategic, risk and management oversight, including cybersecurity matters, and has robust strategic discussions at every regularly scheduled Board meeting. • Our Board receives regular updates from senior management on ESG matters, including diversity and inclusion matters and actively monitors and oversees these areas. • Our Board and Board Committees undertake a robust self-evaluation at least annually led by our Lead Independent Trustee. | |
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| | | | | • Our Board actively monitors, oversees and participates in management succession planning. In 2019, the Board oversaw the promotion and hire of a new generation of leadership across all aspects of the Company’s operations with the creation, and filling, of the roles of President, Co-Heads of Real Estate and Head of Retail and in 2020, the Board appointed Mr. Michael J. Franco as Chief Financial Officer (in addition to his existing President role) and Mr. Thomas J. Sanelli as Executive Vice President—Finance & Chief Administrative Officer, in each case, effective December 31, 2020. • The diverse skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise and institutional knowledge of our longer-tenured Trustees, support the Board’s oversight of Company business and strategy. • Our Board directly, and through the Corporate Governance and Nominating Committee, actively monitors our sustainability initiatives and compliance with our ethical and social policies. | |
| Strong Shareholder Rights | | | | • We have a single class of Trustees, elected annually. • We have adopted proxy access with a 3/3/20/20 market standard. • Our shareholders may amend our Bylaws. • We require a Trustee to tender his or her offer of resignation if he or she does not receive majority support in uncontested elections. • In addition to our claw-back policy required by the NYSE rules, we have an enhanced claw-back policy that also provides for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit. • We have anti-hedging and anti-pledging policies. • We do not have a poison pill. • Our Declaration of Trust may be amended by approval of the Board and a majority vote of our outstanding Shares other than with respect to limited provisions intended to protect our REIT tax status and the removal of Trustees. | |
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Board Independence
The Board has determined that Ms. Beinecke and Messrs. Kogod, Lynne, Mandelbaum, Tisch and Wight and Dr. West are independent under the Corporate Governance Standards of the NYSE, with the result that seven of our nine Trustees are independent. The Board reached this conclusion after considering all applicable
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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 Corporate Governance Standards as well as the categorical standards adopted by the Board as contained in our Corporate Governance Guidelines.
Shareholder Engagement and Governance Changes
Our Company has a long history of engaging with shareholders. During the past two years we have adopted or are proposing a number of significant governance changes following outreach to our shareholders for their views. During the last year, we met with or spoke to holders of more than 50% of our shares, and based on that outreach, we believe the combination of actions we have taken present an overall governance structure that they consider responsive to their views, including on the election standard for trustees and whether to provide for an independent chair. The changes implemented include:
Changes made for 2016
Changes made in 2015
We have also significantly enhanced the corporate governance disclosures in our proxy statement in the last two years.
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responsibility and receive updates regularly. Our Board delegated to our Corporate Governance and Nominating Committee responsibility for direct oversight to monitor the effects of climate change on the Company and to develop policies relating thereto. 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. 2023. Ms. Hamza Bassey. The Audit reviews. Named Executive Officers and Trustees Steven Roth(5)(6)(7)(8) David Mandelbaum(5)(8)(10) Russell B. Wight, Jr.(5)(8)(11) Michael D. Fascitelli(7)(8)(12) Robert P. Kogod(8)(13) David R. Greenbaum(7)(8)(14) Joseph Macnow(7)(8) Michael J. Franco(7)(8) Richard R. West(8)(15) Michael Lynne(8) Daniel R. Tisch(8) Candace K. Beinecke(8) Stephen Theriot(8) All Trustees and executive officers as a group (14 persons)(7)(8) Other Beneficial Owners The Vanguard Group, Inc.(16) Vanguard Specialized Funds—Vanguard REIT Index Fund(17) Cohen & Steers, Inc.(18) BlackRock, Inc.(19) State Street Corporation(20) 2024 PROXY STATEMENT nSeven outnine10 of our Trustees are independent.nnnCurrently thenine.nself-evaluation as well as an evaluation of each specific member.nmeetaddress our business and strategic needs.nnWe havecommittees—committees: Audit, Compensation, Corporate Governance and Nominating and Executive.nand CEO serves on this Committee), all other standing Committees are composedcomprised entirely of independent Trustees.nindependent Lead Independent Trustee, who has powers and duties that reflect corporate governance best practices.nBoard members electTrustees consider and vote upon our Lead Independent Trustee annually. Our Board appointedre-appointed Ms. Candace K. Beinecke as new Lead Independent Trustee in March 2016.on February 8, 2024. Among other duties, our Lead Independent Trustee chairs executive sessions of the independent Trustees at every regular Board meeting to discuss certain matters without management present and approves agenda items and materials sent to the Board.nan independenta separate chairperson is appropriate at the time of the next CEO transition.n 2016 PROXY STATEMENTVORNADO REALTY TRUST9 nnncanmay also contact our Board, Lead Independent Trustee or management through our website or by regular mail.nnShares(or to acquire within a specified time frame) Company equity having a value equal to at least five times their annual cash retainer. 14 VORNADO REALTY TRUST 2024 PROXY STATEMENT nnn also 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. and Corporate ResponsibilitynThe and Political Contributionsmonitorsactively monitor our programs and initiatives on sustainability, environmental matters, climate change and social responsibility. VORNADO REALTY TRUST 15 2024 PROXY STATEMENT considersbelieve 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.n
and professional dealings and a willingness to act on and to be accountable for his or her decisions.n Demonstrate Demonstrates intelligence, wisdom and thoughtfulness in decision-making. DemonstrateDemonstrates a willingness to thoroughly discuss issues, ask questions, express reservations, and voice dissent.nCompany'sCompany’s performance.nothers'others’ opinions and the willingness to listen. 10VORNADO REALTY TRUST2016 PROXY STATEMENT n 16 VORNADO REALTY TRUST 2024 PROXY STATEMENT competenciesnnn
and applying such insight to create value or limit risk.nnnnn
talented managers.nnmembership.membership and service. Expected to attend and participate in all Board meetings and meetings of Board committee meetingscommittees for which they are a member.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.nTrustee'sTrustee’s roles and responsibilities (including the general legal principles that guide Board members).nnCompany'sCompany’s equity ownership requirements.considerationsnn and professional experience (public, private, and non-profit sectors). and other factors. 2016 PROXY STATEMENT VORNADO REALTY TRUST 11 17 2024 PROXY STATEMENT Trustee'sof our Trustee’s competencies are included in each Trustee'sTrustee’s profile.Competency/AttributeRothBeineckeKogodFascitelliLynneMandelbaumTischWestWight OperatingxxxxxxxxPublic company experiencexxxxxxxxxIndustry expertisexxxxxxFinancial literacyxxxxxxxxxExperience over several business cyclesxxxxxxxxxCapital markets expertisexxxxxxxxInvestment expertisexxxxxxxxxRisk/crisis managementxxxxxxxxxAccounting expertisexxxxGovernment/business conduct/legalxxxxxxxx Competency/Attribute Roth Beinecke Fascitelli Hamza Bassey Helman Mandelbaum McGuire Puri Tisch Wight Operational x x x x x x x x Public Company Experience x x x x x x x x x x Industry Expertise x x x x x x Financial Literacy x x x x x x x x x x Experience Over Several Business Cycles x x x x x x x x x x Capital Markets Expertise x x x x x x x x x x Investment Management x x x x x x x x x x Risk/Crisis Management x x x x x x x x x x Accounting Expertise x x x x x Government/Business Conduct/Legal x x x x x x x x Environmental, Social and Governance x x x x x x x Lead TrusteeOn March 16, 2016, our independent Trustees elected Ms. Beinecke to serve as Lead Trustee for a one-year term. The responsibilities and duties of the Lead Trustee are described in our Corporate Governance Guidelines. They include the following authorities and responsibilities:npresiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Trustees;nserving as liaison between the Chairman and the independent Trustees;nconsulting with the Chairman regarding, and approving:nthe schedule of Board meetings;nBoard meeting agenda items;nmaterials sent in advance of Board meetings; andncalling meetings of the independent Trustees when necessary and appropriate.In addition, if requested by major shareholders, the Lead Trustee will ensure that he or she is available for consultation and direct communication.boardBoard oversight as an essential component of strong corporate performance to enhance shareholder value. Our commitment to independent oversight is demonstrated by the fact that allAll of our Trustees are independent, except our current and former Chief Executive Officers. In addition, all of the members of our Board'sBoard’s committees, except the Executive Committee, are independent.Trustees has an active, independent Lead Trusteethe Board and the positionsCEO. The Board annually reviews its leadership structure. The Board has determined that the combined role of Chairman and Chief Executive Officer are held byCEO, alongside an active and Lead Independent Trustee position, is currently the same person, Mr. Roth. Our Board believes that this leadershipbest structure is best for Vornado and its shareholders at this time. Stevenshareholders. In its review of our leadership structure, the Board considered the following: is our Chairman and CEO. In his dual role, Mr. Roth uses the in-depth focus and perspective gainedCEO, is a well-seasoned leader with over 40 years of experience in building and runningleading our Company. He has effectively guided the Company for over 35 years through manyvarious real estate cycles to effectively and efficiently guide our Board. He fulfills his responsibilities in chairing a very independent board through close interaction with our Lead Trustee, Candace K. Beinecke, who was recently elected to serve in that capacity byhas skillfully led the independent Trustees of our Board. 12VORNADO REALTY TRUST2016 PROXY STATEMENT In reachingCompany throughout the conclusion thatCOVID-19 pandemic challenge. After considering the roles of Chairman and CEO should be held by one person, the Board considered views expressed by our shareholders and other constituents, as expressed in shareholder votes and in direct outreach with shareholders and other constituents, andwell as the particular circumstances affecting the Company. TheCompany, the Board concluded that Mr. Roth, as a well-seasoned leader with a track record of leading the Company over a long period of growth in shareholder value,he is the best person to continue to leadserve as Chairman and CEO.Board. Lead Independent Trustee works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors. See “Lead Independent Trustee Role.”Board alsoviews expressed by shareholders through direct outreach and engagement. 18 VORNADO REALTY TRUST 2024 PROXY STATEMENT actual Board relationshipsattributes desired in a Lead Independent Trustee, including being an effective communicator, having the ability to provide leadership and determined that there is actualencourage open dialogue, and effective independent oversight of management with Ms. Beinecke serving as independenthaving a relevant background and the ability to devote sufficient time and attention to the position.providing significant independent oversightposition has clearly defined duties and responsibilities, which are set forth in our Corporate Governance Guidelines. They include the following authorities and responsibilities:being overwhelmingly comprisedat which the Chairman is not present;membersBoard meetings,serving as an actualfacilitated robust discussions regarding long-term strategy and effective independent voice.boardBoard governance culture that fosters open communications among the members, both during meetings and in the intervals between meetings. OpenThe Board believes that open communication is important to develop an understanding of issues, promote appropriate oversight, and encourage the frank discussion of matters essential to leading a complex and dynamic enterprise. VORNADO REALTY TRUST 19 2024 PROXY STATEMENT of Trustees an Executive Committee, an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee and an Executive Committee. Other than the Executive Committee, each committee is comprised solely of independent Trustees.seventen meetings during 2015.2023. Each Trusteeof 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 2015.fiveseven times in sessions without members of management present. Until March 16, 2016, Mr. Wight,Ms. Beinecke, as Lead Independent Trustee, acted as presiding member during these non-management sessions. Since March 16, 2016, Ms. Beinecke acts as Lead Trustee. We do not have a formal policy with regard to Trustees'Trustees’ attendance at the Annual Meetings of Shareholders. All of our Trustees serving at the time of our 20152023 Annual Meeting of Shareholders were present atattended the virtual meeting.Executive CommitteeThe 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 2015.2015.2023. The members of the Audit Committee are Dr. West,were Ms. Puri, as Chairman,Chair, Mr. KogodTisch and Mr. Tisch.www.vno.comwww.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. In addition, at all times, at least one memberCommittee has metCommittee), and that each of such persons also meets the NYSE standards for financial management expertise.The Board has determined that each of Dr. West and Mr. Tisch is an "audit committee financial expert," as defined by SEC Regulation S-K, and thus has at least two such experts serving on its Audit Committee. The Board reached this conclusion based on the relevant experience of each of Dr. WestMs. Puri and Mr. Tisch, including as described above under "Biographies“Biographies of our Trustees." 2016 PROXY STATEMENTVORNADO REALTY TRUST13 Committee'sCommittee’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'sfirm’s qualifications and independence and (d) the performance of the independent registered public accounting firm and the Company'sCompany’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 20 VORNADO REALTY TRUST 2024 PROXY STATEMENT ReportReports 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.comwww.vno.com/governance/confidential-board-contact).Company'sCompany’s omnibus share plans. The committee, which held five meetings during 2015, consistsin 2023 consisted of the following members: Mr. Lynne,Tisch, as Chairman, Dr. WestChair, Mr. Helman, Mr. McGuire (since February 2023) and Ms. Hamza Bassey. Each of Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Mr. Tisch. All members of the Compensation Committee have beenTisch was determined by the Board to be independent.independent under the Corporate Governance Rules of the NYSE. The Board has adopted a written Compensation Committee Charter which is available on our website (www.vno.comwww.vno.com/governance/committee-charters).areto the extent an employee’s total compensation is greater than $200,000 per year, the employee’s compensation is subject to review and approval of the Compensation Committee. Compensation decisions for our Trustees are made by the Compensation Committee and/or the full Board.Company'sCompany’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'sCommittee’s Chairman reports the committee'scommittee’s determination of executive compensation to the Board. The Compensation Committee has authority under its charter to elect,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'sCommittee’s Charter."Non-Employee Directors"“Non-Employee Directors” for the purposes of SEC Rule 16b-3; and (ii) "outside directors"“outside directors” for the purposes of Section 162(m) of the Internal Revenue Code.Code of 1986, as amended. Currently, all members of the Compensation Committee meet these criteria."Compensation“Compensation Discussion and Analysis"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“Compensation Discussion and Analysis"Analysis” a discussion of the role of compensation consultants in determining or recommending the amount or form of executive or Trustee compensation. 14 VORNADO REALTY TRUST 2016 PROXY STATEMENT 21 2024 PROXY STATEMENT five timesonce during 2015,2023, currently consists of Ms. Beinecke, as Chair, and Messrs. MandelbaumMr. Helman and Wight. In addition, during 2015,Ms. Puri as the two other members. During 2023, members of the Corporate Governance and Nominating Committee led several discussions of governance matters with the full board.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 Messrs. Mandelbaum and Wight hasMs. Puri have been determined by the Board to be independent.independent under the Corporate Governance Rules of the NYSE. The Board has adopted a written Corporate Governance and Nominating Committee Charter, which is available on our website (www.vno.comwww.vno.com/governance/committee-charters). The committee'scommittee’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'sCompany’s Corporate Governance Guidelines and as are set forth below.above. The committee is then responsible for recommending to the Board a slate of candidates for Trustee positions for the Board'sBoard’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 AlanSteven J. Rice,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.THE BOARD'S ROLE IN RISK OVERSIGHT 22 VORNADO REALTY TRUST 2024 PROXY STATEMENT Company'sCompany’s senior management team, the Board of Trustees is responsible for the overall supervision of the Company'sCompany’s risk management activities. The Board'sBoard’s oversight of the material risks faced by our Company occurs at both the full Board level and at the committee level. The Board'sBoard’s role in the Company'sCompany’s risk oversight process includes receiving reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, reputational, cybersecurity, environmental, social, governance and reputationalclimate 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"“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“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 risk assessmentwhich our management assesses and manages the Company’s exposure to risk management 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'sBoard’s review of risks applicable to the Company generally, the Board conducts an annualregular strategic and personnel review. 2016 PROXY STATEMENT VORNADO REALTY TRUST 1523 2024 Proxy Statement
or other wrongdoing.
and not purchasing conflict minerals.
of our policies. 24 VORNADO REALTY TRUST 2024 Proxy Statement VORNADO REALTY TRUST 25 2024 Proxy Statement 21, 2016,25, 2024, by (i) each person who holds more than a 5% interest in the Company or our operating partnership, Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"“Operating Partnership”), (ii) Trustees of the Company, (iii) the executive officers of the Company defined as "Named“Named Executive Officers"Officers” in "Executive Compensation"“Executive Compensation” below, and (iv) the Trustees and all current executive officers of the Company as a group. Unless otherwise specified, "Units"“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'sCompany’s ownership of Units is not reflected in the table but is described in footnotes (1) and (2). Name of Beneficial Owner Address of
Beneficial Owner
Shares and Units
Beneficially
Owned(1)(2)
All
Shares(1)(2)(3)
Shares and
Units(1)(2)(4) Named Executive Officers and Trustees Steven Roth(5)(6)(7) (8) 7,824,985 4.08% 3.87% David M. Mandelbaum(5)(7)(9) (8) 6,871,825 3.61% 3.40% Russell B. Wight, Jr.(5)(7)(10) (8) 5,870,803 3.08% 2.90% Michael D. Fascitelli(7)(11) (8) 1,354,117 * * Michael J. Franco(7) (8) 524,816 * * Haim Chera(7) (8) 393,085 * * Glen J. Weiss(7) (8) 198,335 * * Barry S. Langer(7) (8) 142,173 * * Daniel R. Tisch(7)(12) (8) 98,669 * * Candace K. Beinecke(7) (8) 79,614 * * William W. Helman IV(7) (8) 49,313 * * Mandakini Puri(7) (8) 37,045 * * Beatrice Hamza Bassey(7) (8) 33,480 * * Raymond J. McGuire(7) (8) 25,984 * * (8) 16,466,180 8.51% 8.14% Other Beneficial Owners The Vanguard Group, Inc.(13) 100 Vanguard Blvd
Malvern, PA 19355 24,310,906 12.76% 12.01% BlackRock, Inc.(14) 50 Hudson Yards
New York, NY 10001 21,094,021 11.07% 10.42% Norges Bank
(The Central Bank of Norway)(15) Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway 17,342,373 9.10% 8.57% Putnam Investments, LLC(16) 100 Federal Street Boston,
MA 02110 9,978,649 5.24% 4.93% State Street Corporation(17) One Congress Street
Boston, MA 02114 9,674,941 5.08% 4.78% Name of Beneficial Owner Address of
Beneficial
Owner Number of
Shares and Units
Beneficially
Owned(1)(2) Percent
of All
Shares(1)(2)(3) Percent of All
Shares and
Units(1)(2)(4) (9) 9,620,560 5.07% 4.76% (9) 8,958,209 4.75% 4.45% (9) 5,966,966 3.16% 2.97% (9) 2,727,564 1.44% 1.35% (9) 2,059,673 1.09% 1.02% (9) 700,245 * * (9) 259,675 * * (9) 159,084 * * (9) 33,800 * * (9) 10,899 * * (9) 10,537 * * (9) 10,244 * * (9) 5,472 * * (9) 19,786,655 10.26% 9.72% 100 Vanguard Blvd
Malvern, PA 19355 22,754,678 12.05% 11.31% 100 Vanguard Blvd
Malvern, PA 19355 12,215,107 6.47% 6.07% 280 Park Avenue
New York, NY 10017 17,936,385 9.50% 8.92% 40 East 52nd Street
New York, NY 10022 15,755,517 8.35% 7.83% One Lincoln Street
Boston, MA 02111 10,018,962 5.31% 4.98% .
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Theriot—12,592;330,290; Barry S. Langer—317,042 and all Trustees and executive officers as a group—392,343. The number of Shares or Units beneficially owned by the following persons also includes the number of earned and vested Outperformance Plan Units ("OPP Units") as indicated: Steven Roth—67,094; David R. Greenbaum—14,073; Joseph Macnow—12,198; Michael J. Franco—12,198; Stephen Theriot—0 and all Trustees and executive officers as a group—117,761.2,071,618. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Outperformance Plan Units (“OPP UnitsUnits”) as indicated: Steven Roth—478,433; David R. Greenbaum—147,465; Joseph Macnow—102,480;507,588; Michael J. Franco—139,002; Stephen Theriot—26,963125,897; Haim Chera—36,967; Glen J. Weiss—112,601; Barry S. Langer—112,601; and all Trustees and executive officers as a group—985,337.
SECTION
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COMPENSATION DISCUSSION AND ANALYSIS
“Senior Executives”. Under NEOs, based on their 2023 Total Direct/Realizable Compensation. are non-GAAP metrics, we use Comparable EBITDA Comparable FFO FFO 1-year TSR How We Determine Executive Compensation We generally make our compensation decisions Furthermore, we consider the actual Total Realized Compensation historically received by our management in determining whether our compensation program meets our goals of alignment with shareholder interests. Our Compensation Committee As demonstrated above, our executive compensation program is structured to achieve its objectives by (i) providing incentives to Shareholders and unit holders OPP Unitholders Compensation Committee and, consistent with historical practice, the material terms of all joint venture transactions, including any development fee arrangements, must be approved by our Board of Trustees. Participants may Retirement and 401(k) Plans personal use. “Fair Value” is determined in accordance with securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). Steven Roth (CEO from 4/15/13) Stephen W. Theriot (CFO from 06/01/13) David R. Greenbaum Michael J. Franco Joseph Macnow Table.” prior year, a 6.6% decrease. Development Fee Pool. defined in the ” 2021. Steven Roth Chairman and Chief Executive Officer since 04/15/13 (Current Principal Executive Officer) Stephen W. Theriot Chief Financial Officer since 06/01/13 (Current Principal Financial Officer) David R. Greenbaum President—New York Division Michael J. Franco Executive Vice President—Chief Investment Officer since 05/21/15) Joseph Macnow Executive Vice President— Finance, Chief Administrative Officer Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow 2023 Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow Steven Roth 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 3/11/10 2/27/09 Stephen W. Theriot 1/14/15 1/10/14 David R. Greenbaum 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 3/11/10 2/27/09 Michael J. Franco 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 12/10/10 Joseph Macnow 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 3/11/10 2/27/09 Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow 2023. Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow the Company with an annual target of $1,500,000. Upon Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation(3) Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation(3) Total Candace K. Beinecke Michael D. Fascitelli Robert P. Kogod Michael Lynne David Mandelbaum Daniel R. Tisch Richard R. West Russell B. Wight, Jr. Alexander’s. 2023. Alexander’s Alexander’s. Management and Development Agreements. In connection with Alexander’s sale of the Rego Park III land parcel in May 2023, we received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker. Steven Roth, our Chairman and Chief Executive Officer, 2023. subsidiaries. All Other Fees the fiscal year ending December 31, 2024. Named Executive Officers. Officers. principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, Attention: Secretary, not later than December 10, 2024. It is important that proxies be returned promptly. Please authorize your proxy over the Internet, by telephone or by 888 Seventh Avenue, New York, New York 10019 2024 PROXY STATEMENT Section"CD“CD&A,"” describes our executive compensation program for fiscal year 2015, certain elements of our 2016 program2023 and the executive paycompensation philosophy adhered toused by our Compensation Committee in making executive compensationto make decisions. executive compensation program to attract, retain and appropriately reward the members of our senior executive management team who lead our Company. In particular, thisteam. This CD&A explains how the Compensation Committee made 20152023 compensation decisions for our senior executive management team, including the following five named executive officers (the "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”):n"CEO"“CEO”)nStephen W. Theriot, Chief Financial OfficernDavid R. Greenbaum, President, New York DivisionnExecutive Vice President and Chief Investment OfficernJoseph Macnow,Financial Officer;FinanceHead of Retail;Administration, Chief Administrative OfficerBiographical information forCo-Head of Real Estate; andNamed Executive Officers is availablesenior management team and are referred to in Part III to our Form 10-K forthis Proxy Statement as the year ended 2015, as filed with the SEC.theSEC rules and regulations, of the SEC, each year the "Summary“Summary Compensation Table"Table” must disclosereport the salary paid and cash bonus earned during that year. ThisThat table also requires disclosure of all equity-based awards to be reported in the year granted, even if that year is different than the year such compensation was earned. Because thefor which a grant applies. We have historically granted annual incentive equity we grant in any one year is awarded in recognition of performance in the prior year, the SEC's approach requires that we disclose our equity awards granted in respect of 2014 performance on the 2015 line in the Summary Compensation Table. Although we believe the most appropriate disclosure of our executive compensation would combine the annual cash compensation paid in 2015 (for instance) with the equity-based compensation granted in 2016 for 2015 performance, the rules and regulations do not permit that. In other words, we grant our annual incentives and equity-based compensation and make our compensation decisions retrospectively—in the first quarter of a fiscalnew year for the actual performance of an executive in the just-then-completed priormost recently completed year. To more accurately present our compensation information in line with how ourwe make decisions are actually madeabout compensation (as described in more detail below under "—“—Comparison of 2013-20152021-2023 Total Direct Compensation"Direct/discussion of compensation is with respect todiscusses both the annual incentivesalary and bonus paid with respect tofor a stated year combined withand the equity being granted in the following year for that year (if applicable). We also present (under “—Total Realized Compensation Table”), the closeactual compensation received for 2023, 2022, and 2021. We believe Total Realized Compensation is helpful in evaluating the effectiveness of the pay-for-performance alignment of our compensation program.applicable year after performance has been assessed.Executive SummaryPerformanceDuring 2015,voted on the proposal. Since our 2023 Annual Meeting, we recorded strong financial results while continuingreached out to shareholders representing more than 70% of our simplificationoutstanding Shares (as of December 31, 2023) and focusing strategy.nWe achieved 10.5% growthspoke with shareholders representing more than 50% of our outstanding Shares. Our Lead Independent Trustee participated in comparable funds from operations per diluted share.nWe made significant progress implementingconversations with several of our simplificationlargest shareholders.focus strategy by spinning offdiscussions in the ordinary course of business, we engaged directly with our strip shopping centersinvestors in various forums including at the BofA 2023 Global Real Estate Conference and malls business into Urban Edge Properties (NYSE: UE) in January 2015 and by selling over $1 billion of non-core or non-strategic assets and by purchasing approximately $850 million of high-quality assets in New York City (including approximately $700 million in Manhattan). 30 2016 PROXY STATEMENT VORNADO REALTY TRUST 19 2024 PROXY STATEMENT OverviewApproachCertain key elementsincludes the June 2023 Awards discussed above.overall approach to compensation are designed to:nProvide for an annual incentive award that is performance-based with a formulaic thresholdPier 94 in New York City.cap.nSet a target$950 million 1% SOFR interest rate cap arrangement for our senior management team that 50%the 1290 Avenue of their equity compensation (other than grants subject to time-based vestingthe Americas mortgage loan.lieu of cash bonus) should be2023, including several non-core retail properties and The Armory Show located in New York.form of performance-based equity awards.nHave equity ownership guidelinesDiversified Office/Retail REITs in the USA in the Global Real Estate Sustainability Benchmark (“GRESB”), and received the “Green Star” distinction for senior managementthe eleventh consecutive year and our Trustees.nProvideGRESB’s five star rating, (ii) received the Leader in the Light Award by the National Association for "double trigger" accelerationReal Estate Investment Trusts (“NAREIT”) for diversified REITs for the thirteenth time, and (iii) were recognized as an EPA ENERGY STAR Partner of the vestingYear with the distinction of any unvested equity awards in connection with a changehaving demonstrated nine years of control.As an indication of the positive response of our shareholders to our approach, at our 2015 Annual Meeting approximately 89% of the votes cast on our advisory vote on executive compensation were cast FOR our compensation program. Our Compensation Committee considered the results of the 2015 votes and has continued our compensation program design which it believes embodies shareholder-friendly practices.
sustained excellence. 20 VORNADO REALTY TRUST 2016 PROXY STATEMENT 31 Shareholder-Friendly Aspects 2024 PROXY STATEMENT Current Program WHAT WE DOWHAT WE DON'T DO üPay for Performance. We place a heavy emphasis on performance-based compensation. OurATTRACT other highly qualified executives to strengthen that team as needed. bonus plan is formula-driven. Bothincentives to performance measures that promote the minimumcreation of long-term shareholder value. maximum amountreward in our compensation programs that may be funded is derived directly from specified quantifications of our Comparable FFO (as defined below) performance. Our annual equity grants are significantly tied to rigorous absolute and relative TSR-performance goals.ØNo Golden Parachute for our CEO. Mr. Steven Roth, our CEO, does not have any contractual severance arrangement with the Company.üEquity Ownership Guidelines. We require our CEO, other Named Executive Officers and our Trustees to hold equity in the Company equal to 6x, 3x and 5x, respectively, their annual base salaryencourage excessive or retainer.inappropriate risk-taking.ØNo Gross-Ups for Excess Parachute Payments. We have never had any arrangements requiring us to gross-up compensation to cover taxes owed by executives.üDouble Trigger Equity Acceleration Upon Change-of-Control. We require a "double trigger" for acceleration of vesting of outstanding grants following a change of control.ØLimited Retirement Benefits. We do not maintain a pension plan. Executives participate in a 401(k) plan and also may participate in an elective deferral plan with no match.üIndependent Compensation Consultant. Our Compensation Committee uses the consulting firm of Towers Watson (now Willis Towers Watson) and has determined it is independent.ØNo Excess Perquisites. We have no supplemental executive retirement plans, club memberships or other significant perquisites other than the use of a company car and driver.üCompensation Risk Assessment. We conduct an annual compensation risk assessment.ØNo Repricing of Options. Our 2010 Omnibus Share Plan does not permit the repricing of options without shareholder approval. Vornado has never repriced options.üClawbacks. We can recover performance-based cash and equity incentive compensation paid to executives in various circumstances.ØNo Hedging or Pledging. Our Trustees and senior executives are prohibited from hedging or engaging in any derivatives trading with respect to Company Shares and none of our Trustees or senior executives has any pledge of their Shares.ObjectivesOur Executivehis Total Direct/Realizable 2023 Compensation ProgramWe believe that the quality, skills and dedication of our Named Executive Officers are critical factors that affect the long-term value of the Company. Accordingly, one of the fundamental objectives of our Compensation Committee is to ensure we provide a comprehensive compensation program that aids us in our efforts to attract, retain and appropriately reward a "best-in-class" executive management team. Such a program is critical to our achieving continued success in the highly-competitive commercial real estate industry. To better align the interests of our executive officers with those of our shareholders in a pay-for-performance setting, a significant portion of each executive's total compensation is variable through a combination of performance-based, short- and long-term incentives, which are described in more detail below.In sum, the objectives of our executive compensation program are to:nRetain 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 contributionssubject to our success.nAttract other highly-qualified executives to strengthen that team as needed.Company performance. 32 2016 PROXY STATEMENT VORNADO REALTY TRUST 2024 PROXY STATEMENT 21 VORNADO REALTY TRUST 33 2024 PROXY STATEMENT nMotivateexecutives to contribute toCompensation Committee considering the achievementCompany’s performance during the year and a review of company-wide and business-unit goals as well as pursue individual goals.nEmphasize equity-based incentives with long-term performance measurement periods and vesting conditions.nAlignthe interestscompetitive market for executive talent. Historically, most of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.nAchieve an appropriate balance between risk and reward in ourtotal compensation programs that does not encourage excessive or inappropriate risk-taking.Our executive compensation program is intended to reward the achievement of annual, long-term and strategic goals of both the Company and the individual executive. In order to achieve these intentions, our executive compensation program includes both fixed and variable components, as well as annual and long-term components, as described below. In particular, for our Chairman and CEO a majority of his compensation has been provided in long-term equity awards. These longer-term, equity-based awards reflect the form of equity compensation subjectCompensation Committee’s desire to multi-year TSR performance (OPP units) and/or time-based vesting provisions designed to ensure that the value of his compensation ultimately realized is based on our share price performance, further aligning his interests with those of the Company and its shareholders.We believe the effectiveness of our compensation program in creating alignment ofdirectly align management and shareholder interests has contributedand to provide incentives to successfully implement our long-term performance, as evidenced bystrategic objectives.TSR forSenior Executives is described in the 10-year period through 2015 of 92.9%, which outperformedtable below. PAY ELEMENT COMPENSATION TYPE OBJECTIVE AND KEY FEATURES Base Salary Cash Annual Incentive Awards Short-Term Variable Incentive Cash and/or Restricted Equity Annual Restricted Equity Grants Long-Term Variable Incentive Equity 34 VORNADO REALTY TRUST 2024 PROXY STATEMENT Long-Term Performance Plan (Awarded in 2023 for 2022 performance) Long-Term Variable Incentive At-Risk Equity LTIPs (awarded in June 2023) Long-Term Variable Incentive Equity Performance AO LTIP Units (awarded in June 2023) Long-Term Variable Incentive At-Risk Equity Development Fee Pool Cash pool based on 40% of actual net development fees received by the Company from third parties VORNADO REALTY TRUST 35 2024 PROXY STATEMENT FTSE NAREIT Office Index ("Office REIT") of 68.0% over the same time period. In addition, our TSR for 2015, was –3.9%Chief Executive Officer’s 2023 compensation and was 36.4% for 2014 while that71% of the Office REIT was 0.3% for 2015other NEOs’ average 2023 compensation is variable incentive pay. Approximately 45% of our Chief Executive Officer’s 2023 compensation and 25.9% for 2014. For 2015, we have kept flat our CEO's base compensation, cash incentive and the grant date value of restricted equity awards (as reflected in the "Total Direct Compensation Table" in this proxy statement). In addition, the total dollar value42% of the long-term incentive award potentially earnable ("Notional Amount") for our CEO (and our other Named Executed Officers) was also kept flat for 2015. When makingNEOs’ 2023 compensation decisions, we useis dependent on the Notional Amountachievement of OPP awards as oneobjective performance criteria. The charts below reflect the pay mix of the guideposts for year-over-year changes. We made changes to the terms of the 2016 OPP awards for 2015 performance to conform more closely to the standards for such plans adopted by other companies, including our peers. As a result of these changes, the accounting cost for a grant of the same Notional Amount of outperformance award increased by 26.3% from 2014 to 2015. Consequently, while the actual salaries, bonuses, value of restricted equity awards and the Notional Amounts of outperformance awards were unchanged between 2014 and 2015, the accounting cost for the aggregate compensation for our CEO and other Named Executive Officers increased by 10.7% and 6.0%, respectively, from 2014 to 2015. The larger increase in cost for our CEO as opposed to our other Named Executive Officers is due to the fact that a greater percentage of his compensation consists of OPP awards as opposed to other Named Executive Officers. 36 VORNADO REALTY TRUST 2024 PROXY STATEMENT 201520152023 compensation, among the subjective and objective factors considered both objectively and subjectively, were the changes in the Company's and the applicable division's operating and performanceCompany’s results during the year (Comparable EBITDA, Comparable(NOI at share and FFO, and FFO)as adjusted, among other financial results), our TSR for the year,leasing volume, development progress, financing activities, progress on ESG goals, and the factors mentioned below. Increases “NOI” (or decreases in pay and allocations for 2015, 2014 and 2013Net Operating Income) means total revenues less operating expenses including our share of various compensation elements to our Named Executive Officers were based, in part, upon the results of our review of these factors. EBITDA means earnings before interest, taxes, depreciation and amortization, Comparable EBITDA means EBITDA as adjusted to exclude discontinued operations and exclude non-comparable gains and losses including impairments. FFOpartially owned entities. “FFO” means funds from operations as defined by the National Association of Real Estate Investment Trusts (NAREIT). Comparable FFO (or CFFO)NAREIT. “FFO, as adjusted,” means FFO as adjusted to exclude non-comparable gains and losses, impairments and non-real estate-related items.certain items that impact the comparability of period-to-period FFO. Each of these metrics is providedare presented in our regular annual and quarterly reports as well aswith reconciliations to the most comparable metric presented in accordance with GAAP. Although they 22VORNADO REALTY TRUST2016 PROXY STATEMENT these metricsthem in making our compensation decisions because they facilitate meaningful comparisons in operating performance between periods and among our peers. TSR means our total shareholder return (including dividends) for a given period. Comparable EBITDA, Comparable FFO, FFO and TSR for 2015, 20142023 was 39.2% while that of our NY REIT Peers (comprised of Empire State Realty Trust, Inc., Paramount Group, Inc. and 2013 are presented below.Metrics ConsideredKey Considerations 2015 2014 2013 $1,533 million $1,447 million $1,387 million $915 million $825 million $752 million $1,039 million $911 million $641 million (3.9%) 36.4% 14.7% In determining annual incentive and long-term equity compensation levels earned for 2015, our Compensation Committee sought to find a balance among (i) appropriately rewarding the significant operational achievements by the Company during the year, as highlighted above, (ii) ensuring annual incentive, long-term equity and total compensation levels were in line with the prevailing competitive market and adequate to address our recruitment and retention needshighly-competitivehighly competitive commercial real estate industry where we actively compete for business opportunities and executive talent. In determining compensation levels for 2023, our Compensation Committee did not attribute a numeric weight to any one factor, but sought to find a balance among (i) appropriately recognizing the significant operational and development achievements during the year, (ii) maintaining total compensation levels in line with the highly competitive market for executive talent and at a level adequate to address our recruitment and retention needs and (iii) maintaining a balanced compensation program designed to foster alignment of management and shareholder interests in a manner that reflectsconsistent with evolving market "best practices"“best practices” as well as views of our shareholders. No numerical weight is attributed to any one factor.Alignment of Pay with PerformanceOur Compensation Committee made compensation decisions for 2015 in line with our pay-for-performance philosophy.nBase salaries were maintained at 2014 levels to focus on the performance-oriented components of compensation.nFor our CEO, approximately 57% of his equity grants were in the form of performance-based equity.nFor our other NEOs, in the aggregate, approximately 57% of their equity grants (other than grants in lieu of cash bonus which are described in footnote (2) of the Summary Compensation Table) were in the form of performance-based equity. 2016 PROXY STATEMENTVORNADO REALTY TRUST23 To demonstrate the alignment of our compensation philosophy with performance, the following chart illustrates how our CEO's Total Direct Compensation (as defined below under "—Comparison of 2013-2015 Total Direct Compensation") compares to our Comparable FFO for the applicable year.(Comparable FFO in thousands)To demonstrate how the mix of our executive pay is designed to align the executive's and shareholders' interests, the following charts show the mix of our CEO's and other NEOs' pay among cash, annual grants of time-vesting equity, equity in lieu of cash bonus and performance-based equity.CEO Pay Mix (2015)Other NEO Pay Mix (2015)is comprised of three independent trustees, Michael Lynne (Chairman), Daniel R. Tisch and Dr. Richard R. West.other senior executives. Our Compensation Committee exercises independent judgment with respect toon executive compensation matters and administers our equity incentive programs, including reviewing and approving equity grants to our executives pursuant to our 2010under the 2023 Omnibus Share Plan.Plan (the “2023 Omnibus Plan”) and the 2019 Omnibus Share Plan (the “2019 Omnibus Plan” and, together with the 2023 Omnibus Plan, the “Omnibus Plans”). Our Compensation Committee operates under a written charter adopted by the Board, a copy of which is available on our website (www.vno.comwww.vno.com/governance/committee-charters). 24VORNADO REALTY TRUST2016 PROXY STATEMENT generally in the first quarter of a fiscal year. These decisions cover the prior yearyear’s performance and are based on the prior year's performance by the Company and/or division or functional area and applicable executive.contributions. In addition, in the first quarter of a fiscal year, we establish that year'syear’s performance threshold for our formula-based, short-term annual incentive program.Our decisions on compensationprogram and in the first quarter of 2023 we also established the metrics and applicable threshold, targets and maximum levels for our Named Executive Officers2023 LTPP.executive'sexecutive’s leadership, operational performance and potential to enhance long-term shareholder value. For our CEO, this assessment is made by the Compensation Committee. For our other Named Executive Officers, this assessment is initially made by our CEO subject to the review and approval of the Compensation Committee. Our annual, short-term incentive program provides for a minimum performance threshold for, and a cap on, a bonus pool comprising the aggregate dollar value offor annual incentive awards we can make to our senior executive management team. We believe that this method, as opposed to an entirely formulaic method of determining compensation, provides us with the ability to adjust compensation based on a number of performance factors affecting an individual executive within a formulaic cap. It also has the added benefit of reducing the risk to the Company that could potentially be associated with entirely formulaic compensation decisions.Senior Executives. Key factors we consider when making annual compensation decisions include: actual performance compared to the financial, operational and strategic goals established for the Company or the executive'sexecutive’s operating division at the beginning of the year;division; the nature, scope and level of responsibilities; the contribution to the Company'sCompany’s financial and operational results, particularly with respect to keyon metrics such as Comparable EBITDA,NOI at share, FFO, Comparable FFO, as adjusted, TSR and TSRleasing activity for the year; and the executive's contribution to the Company'sCompany’s ESG efforts, including progress on our Vision 2030 Plan and other ESG goals; contribution to our substantial ongoing development projects; financing and investment activities; capital allocation; and contribution to the Company’s commitment to corporate responsibility, including success in creating a culture of unyielding integrity and compliance with applicable laws and our ethics policies. These factors may be considered on an absolute and/or relative basis with respect to other companies or indices. VORNADO REALTY TRUST 37 2024 PROXY STATEMENT and opportunities, we also consider each executive's current salary and prior-year bonus (or annual incentive award), the value of an executive's equity stake in the Company, andexecutive’s historical compensation, the appropriate balance between incentives for long-term and short-term performance and the compensation paid to the executive'sexecutive’s peers within the Company. WeAs discussed below, we also consider competitive market compensation paid by other companies that operate in our business or that compete for the same talent pool, such as other S&P 500 REITs, other real estate companies operating in our core markets and, in some cases, private equity firms, investment banking firms and hedge fund and private equity firms.funds. However, we do not formulaically tie our compensation decisions to any particular range or level of total compensation paid to executives at these companies.shareholders' interestsshareholders through long-term, equity-based compensation. We apportion cash payments and equity incentive awards as we think best in order to provide the appropriate incentives to meet our compensation objectives both individually and in the aggregate for executives and other employees. The factors we consider in evaluating compensation for any particular year may not be applicable to determinations in other years. Typically, our Chairman and CEO receives a higher proportion of his compensation in the form of equity than other Named Executive Officers who, in turn, receive a higher proportion of their compensation in the form of equity than our other employees. This allocation is based on (1) the relative seniority of the applicable executives and (2) a determination that the applicable executives should have a greater proportion of their compensation in a form that further aligns their interests with those of shareholders. We regularly review our compensation program to determine whether we have given the proper incentives to our Named Executive Officers to deliver superior performance on a cost-effective basis and for them to continue their careers with us.the Compensation Committee, the Chairman and CEO of our Board is responsible for evaluating potential candidates for Chairman and CEO, and for overseeing the development of executive succession plans. The Compensation Committee of our Board (1) reviews and approves the compensation of our executive officers and other employees whose total cash compensation exceeds $200,000 per year, (2) oversees the administration and implementation of our incentive compensation and other equity-based awards, and (3) regularly evaluates the effectiveness of our overall executive compensation program. 2016 PROXY STATEMENTVORNADO REALTY TRUST25 As part of this responsibility, theThe Compensation Committee oversees the design, development and implementation of the compensation program for our Chairman and CEO and our other Named Executive Officers. The Compensation Committee evaluates theCEO performance of our Chairman and CEO and sets his compensation. Our Chairman and CEO and the Compensation Committee together assess the performance of our other senior executives and determineour Compensation Committee determines their compensation, based on the initial recommendations of our Chairman and CEO. The other Named Executive OfficersNEOs do not play a role in determining their own compensation, other than discussing individual performance objectives with our Chairman and CEO.management team, in conjunctionalong with other senior executives, have the initial responsibility of reviewing the performance of the employees reporting to him or herthem and recommending compensation actions for suchthose employees.This process involves multiple meetings among our Chairman and CEO, ourour Compensation Committee's compensation consultants. Typically, in the third and fourth quartersconcluded that no conflict of each year, these parties meet to discuss and establish an overall level of compensation for the year and the base compensation for the following year. For 2015, as has been our historical practice, our Chairman and CEO obtained individual recommendationsinterest existed that would prevent FTI Consulting from division heads as to compensation levels for those persons reporting to the division heads. These recommendations are discussed among our Chairman and CEO and the division heads prior to a recommendation being presented toindependently advising the Compensation Committee. For our senior executive management team, other than our Chairman and CEO, recommendations are prepared based upon discussions among the Compensation Committee and our Chairman and CEO. These recommendations are based upon our objectives described above and may include factors such as information obtained from compensation consultants. Our Chairman and CEO discuss these recommendations with our other senior executives in one-on-one meetings. After these discussions, certain allocations or other aspects of compensation may be revised to some degree and the revised recommendations are presented to the Compensation Committee for discussion and review and, ultimately, through a continued process, approval. The compensation of our Chairman and CEO is determined in accordance with a similar process involving direct discussions among the Compensation Committee, our Chairman and CEO and the Compensation Committee's compensation consultants.Role of Compensation Consultantshas retained Towers Watson & Co. ("Towers Watson") as its independent compensation consulting firm to provideis authorized by the Compensation Committee with relevant data concerning the marketplace and our peer group as well as its own independent analysis and recommendations concerning executive compensation. Towers Watson regularly participates in Compensation Committee meetings. Our Compensation Committee has the authorityBoard to set Towers Watson'sFTI Consulting’s compensation and to replace Towers WatsonFTI Consulting as its independent outside compensation consultant or hire additional consultants at any time. Towers Watson regularly participates in Compensation Committee meetings. In 2015, we paid Towers Watson approximately $139,000 in compensation-related fees. In addition, in 2016 Towers Watson merged with Willis Group and is now Willis Towers Watson Public Limited Company ("Willis Towers Watson"). Historically, the Willis Group has provided us with insurance-related services including services to our captive insurance company. In 2015, we paid the Willis Group (now Willis Towers Watson) approximately $923,000 in fees. In light of the acquisition of the Willis Group,independenceindustries, geographies, market capitalization, revenues, among other factors, of Willis Towers Watson pursuantthe peer group relative to SEC rules (including Item 407(e)(3)(iv)the Company and recommended removing two of Regulation S-K)the largest companies, by market capitalization, that were in the 2022 peer group and replacing them with two companies that are more similar in size to the NYSE listing standards and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Compensation Committee. In particular,Company.considered a presentation it received from Willis Towers Watson that described Willis Towers Watson's policies and procedures to prevent or mitigate conflicts of interest. The Compensation Committee also reviewed and was satisfied that there was no business or personal relationships between members ofadopted the Compensation Committee and the individuals at Willis Towers Watson supporting the Compensation Committee. The Compensation Committee considered that Willis Towers Watson reports directly to the Chair of the Compensation Committee and that the Compensation Committee has the authority to set Willis Towers Watson's compensation and to replace Willis Towers Watson as its independent outside compensation consultant or hire additional consultants at any time. Finally, the Compensation Committee considered other 38 26 VORNADO REALTY TRUST 20162024 PROXY STATEMENT factors relevant to Willis Towers Watson's independence from management, including allfactors set forthpeer group and close to the 75th percentile in the NYSE listing standards.For 2015 compensation decisions, Willis Towers Watson prepared, among other reports, an analysis of compensation levels and performance using the metrics described below at the following companies that it identified as peer companies within the context of the executive pay philosophy of the Compensation Committee: American Tower Corporation; Boston Properties, Inc.; CB Richard Ellis Group, Inc.; Equity Residential; General Growth Properties, Inc.; HCP, Inc.; Health Care REIT, Inc.; Host Hotels & Resorts, Inc.; Kimco Realty Corporation; ProLogis; Public Storage; Simon Property Group, Inc.; SL Green Realty Corp.; and Ventas, Inc. revenue.asbecause the competitive landscape in which we compete for investment capital and executive talent is comprised of other publicly-traded REITs as well as real estate operating companies. Additionally, as many of our competitors in the markets in which we operate, particularly with respect to our New York division, are asset managersprivate equity and investment management firms not structured as REITs and private entities such as real estate opportunity funds, sovereign wealth funds and pension funds, among others, our Compensation Committee, from time to time, has also considered compensation levels and trends amongstamong our non-public competitors as obtained from surveys and other proprietary data sources.Willis Towers Watson,FTI Consulting and determined that the analyses were useful in indicating that the compensation opportunities awarded to executive officers are in line with the prevailing competitive market. Furthermore, realized awards duly reflectTotal Realized Compensation metrics align with the performance of the Company and the shareholder value created.From time to time, the Company also engages the services of FTI Consulting, Inc., as a compensation consultant, to provide assistance with gathering and presenting third-party data used in determining industry-or market-specific results. the concept of risk as it relates to our executive compensation program and the Compensation Committee does not believe our executive compensation program encourages excessive or inappropriate risk-taking for the reasons stated below.shareShare price performance.portionselements of compensation (cash incentive and equity) are designed to encourage and reward both short- and long-term corporate performance. For short-term performance, cashannual incentives are awarded based on the formulaic fundingthresholds of our annual incentive pool and assessments of performance during the prior year. For long-term performance, our options, restricted shares, restricted units, awards under our outperformance plans ("OPP") and other equity awards generally vest over three, four or five years and onlyyears. Awards of LTPP Units, OPP Units, Performance AO LTIP Units, appreciation-only OP units (“AO LTIP Units”) or options have value (inonly if our Share price increases over time (and, in the case of awards such as options,LTPP Units, if we meet specified operational goals). Awards of restricted units or OPP awards) orcan be redeemed for Shares only increase in value (in the case of awards such as restricted shares) if our Share price increases over time. Furthermore, with regard to grantsAwards of restricted units require a two-year holding period (regardless of vesting). For LTPP and OPP awards, made since 2013, we require members of senior managementour Named Executive Officers to hold the equity received with respect toon earned and vested awards for one additional year after they have vested. We believe that these variable elementsvested (or three years, in the case of compensation are a sufficient percentage of total compensation to provide incentives to executives to produce superior short- and long-term corporate results, whileour CEO for the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so.LTPP). We and our Compensation Committee also believe that the mix of formulaic criteria and a non-formulaic evaluation of historic performance provides an incentive for our executives to produce superior performance without the distorting effects of providing a pre-determinable compensation award based on the performance of only one division or business unit or upon other results that may not reflect the long- or short-term results of the Company as a whole. 2016 PROXY STATEMENTVORNADO REALTY TRUST27 our Named Executive Officers to manage the Company for the creation of long-term, shareholder value, (ii) avoiding the type of disproportionately large, short-term incentives that could encourage our Named Executive Officers to takethe taking of excessive risks that may not be in the Company'sor sacrificing long-term interests,value, (iii) requiring our Named Executive Officersexecutives to maintain a significant investment in the Company and (iv) evaluating annually an array of performance criteria in determining executive compensation rather than focusing on a singular metric that may encourage unnecessary risk-taking. We believe thisThis combination of factors encourages our Named Executive Officersexecutives to manage the Company prudently.Elements of Our Compensation ProgramOur Named Executive Officers' compensation currently has three primary components:nannual base salary;nannual incentive awards, which include cash payments and/or awards of equity; andnlong-term equity incentives, which may include restricted units, stock options and long-term incentive performance unit awards such as those awarded under our OPP.The overall levels of compensation and the allocation among these components are determined annually by our Compensation Committee based upon an analysis of the Company's performance during the year and a review of the prevailing competitive market for executive talent in which we operate. Historically, a substantial majority of the total compensation for our CEO has been in the form of long-term equity awards, including performance-based awards subject to relative performance thresholds such as those awarded under our OPP. These longer-term awards further the Compensation Committee's desire to directly align management and shareholder interests and to provide incentives for each executive to successfully implement our long-term strategic goals. 28 VORNADO REALTY TRUST 2016 PROXY STATEMENT 39 The components of our compensation program for our senior management can be described as shown in the chart below. As noted below,each component of compensation has been capped. ObjectivesKey Features Base SalarynProvide an appropriate level of fixed compensation that will promote executive retention and recruitment.nFixed compensation.nNo executive receives in excess of $1,000,000 of salary. Annual Incentive AwardsnReward achievement of financial and operating goals for a year based on the Compensation Committee's quantitative and qualitative assessment of the executive's contributions to that performance.nTypically provide that a portion of such award be in the form of restricted equity to further align an executive's interests with that of shareholders.nVariable, short-term cash compensation and time-based equity awards.nFunded upon the achievement of a threshold CFFO level.nAggregate pool capped at 1.25% of CFFO.nAllocated based on objective and subjective Company, business unit and individual performance.nCommittee can decide to pay out less than the full amount of the funded pool Annual Restricted Equity GrantsnAlign the interests of our executives with those of our shareholders.nPromote the retention of executives with multi-year vesting.nProvide stable long-term compensation as a balance to a risk-taking approach.nEquity awards that vest ratably over four years.nAwards are capped by the awards available to be issued under our Omnibus Share Plan.nMembers of senior management receive Restricted Units which require a two-year holding period (regardless of vesting) and a "book-up" event (typically an increase in Share price) to have value. Performance-Based, Long-Term Incentive ProgramnPromote the creation of long-term shareholder value as the awards will only have value if an appropriate TSR is achieved.nAlign the interests of our executives with those of our shareholders.nPromote the retention of executives with awards that are subject to multi-year vesting after they are earned.nVariable, performance-based long-term equity compensation.nAmount is earned based on a three-year period of absolute and relative TSR performance.nVests over three years once (and if) they are earned.nAward capped on value of a fixed number of units and availability under our Omnibus Share Plan. 2024 PROXY STATEMENT for our Named Executive Officers are established based on the scope of their responsibilities, taking into account the competitive market compensation paid by other companies for similar positions as well as salaries paid to the executives'of peers within the Company and any applicable employment agreement. In 2016 PROXY STATEMENTVORNADO REALTY TRUST29 accordanceCompany. Consistent with our pay-for-performance philosophy, we structure an executive's annual base salary to beis a relatively low percentage of total compensation. ThereExcluding temporary salary reductions implemented during 2020 due to the impact of the COVID-19 pandemic on our business, there were no increases in our Named Executive Officers'Officers’ base salary levels for 2015 over those of 2014, nor2023 and there have therenot been any increases in our NamedChief Executive Officers'Officer’s base salary levels for the past severalin over 20 years.an annuala short-term incentive program for the senior executive management team that formulaically ties a maximum award pool to achieving a Comparablelevel of FFO, performance threshold.as adjusted, of at least 65% of the prior year, and set a cap for the aggregate pool of bonuses to the Senior Executives at 1.75% of FFO, as adjusted. The Company views and, we believe our shareholders view, Comparablebelieves FFO, as adjusted, is one of the key operating metrics within the REIT industry and we believe, a primary driver of long-term TSR performance. We use FFO, as adjusted, as the primary metric for our annual incentive awards rather than total FFO. FFO, as adjusted, excludes certain items that impact the comparability of period-to-period FFO, and thus the Compensation Committee believes it provides a better metric than total FFO for assessing management’s performance. Under our annual compensation program, members of our senior executive management team, including all of our Named Executive Officers, will have the ability toparticipants may earn annual cash incentive payments and/or equity awards if and only if the Company achieves Comparable FFO, ofas adjusted, is at least 80%65% or more of the prior year's Comparable FFO. In the event that the Company fails to achieve Comparableyear’s comparable FFO, of 80% or more of the prior year's Comparable FFO, no incentive payments would be earned or paid under the program.as adjusted. Moreover, even if the Company does achieve the stipulated Comparable FFO, as adjusted, performance requirement, under the annual incentive program, the Compensation Committee always retains the right, consistent with best practices, to elect to reduce or make no payments under the program. Ourhas electedgranted a reduced aggregate amount of $7.5 million in annual bonuses to use ComparableSenior Executives, equal to 1.36% of FFO, as the primary metric for our annual incentive award rather than total FFO. Comparable FFO excludes the impact of certain non-recurring items such as income or loss from discontinued operations, the sale or mark-to-market of marketable securities or derivatives and early extinguishment of debt, restructuring costs and non-cash impairment losses, among others, and thus theadjusted.Committee believes it provides a better metric than total FFO for assessing management's performance for the year.Aggregate incentive awards earned under the annual short-term incentive program by our senior executive management team are subject to a cap of 1.25% of Comparable FFO earned by the Company for the year, withDecisions”, individual award allocations under the programare determined by the Compensation Committee based on an assessment of individual and overallCompany performance. Performance criteria evaluated by the Compensation Committeeused when determining individual incentive awards under the annual incentive program, assuming the Company has achieved the required Comparable FFO performance threshold necessary for our senior executive management team to be eligible to earn incentive awards under the program, will include, among others, the following:nTSR, both on an absolute basis and relative to the performance of the peer group and the REIT industry;nnnEBITDA;nbudget;budget, andn earned under the annual incentive program are payable in cash and/or equity awards, generally in the first quarter of each year for the prior year'syear’s performance.Long-Term Equity IncentivesCompensation is typically awarded to our Named Executive Officers in the form of long-term equity incentives issued under our 2010 Omnibus Share Plan (as may be amended, the "2010 Plan") through performance-based equity awards such as those that may be earned under our OPP and future out-performance plans, grants of stock options and restricted units. The granting of equity awards links a Named Executive Officer's 40 30 VORNADO REALTY TRUST 20162024 PROXY STATEMENT OPP Awards. Our OPP has beenNEOs were awarded LTPP Units and time-based restricted LTIP units in January 2023 on an approximately 50/50 basis for 2022 performance. Other employees received awards of time-based restricted units for 2022 performance. Our NEOs and a broad group of employees also received Performance AO LTIP Units and time-based restricted units in June 2023. Our LTPP program and June 2023 grants were developed with the guidance and input of FTI Consulting Inc. (a(the Compensation Committee’s independent compensation consultant retained by the Company) and Willis Towers Watson. Changes made in 2016consultant).OPP wereSenior Executives with respect to 2022 performance. 50% of the LTPP Units may be earned based on advice of FTI Consulting, Inc. with the concurrence of Willis Towers Watson. These performance-based awards are earnedour relative TSR performance over a three-year period whichending in January 2026 and 50% may be earned based on the achievement of specified operating/ESG performance measures over a one-year period ending December 31, 2023, in each case with further modifiers based on the Company’s absolute TSR over a three-year period.then followed by back-end vesting requirements (during years three, fourequally bifurcated based on our performance relative to (1) the Dow Jones U.S. Real Estate Office Index (“DJ Office Index”) and five)(2) a custom Northeast Peer Group index comprised of six other companies with office real estate portfolios concentrated in the Northeast United States. We included this Northeast Peer Group index in order to act asmore closely link a retention deviceportion of the LTPP to our TSR performance relative to companies that are most comparable to us and provide a strong incentivethat operate in similar markets.executives to increase shareholder value long after they performedDJ Office Index and the services for whichNortheast Peer Group index, our performance would have placed us in the 93rd Percentile and 64th Percentile, respectively. Level Percentage of Target
Amount Earned Relative TSR (Three Years) Threshold 50% 25th percentile of DJ Office Index companies Target 100% 50th percentile of DJ Office Index companies Maximum 200% 75th percentile or greater of DJ Office Index companies Level Percentage of Target
Amount Earned Relative TSR (Three Years) Threshold 50% 33rd percentile of Northeast Peer Group companies Target 100% 50th percentile of Northeast Peer Group companies Maximum 200% VORNADO REALTY TRUST 41 2024 PROXY STATEMENT were initially granted. In particular, the awards provide for immediate cancellation if the executive voluntarily leaves or is terminated with cause (and, in either case, such person is no longer providing servicesmeasures our performance against four objective criteria over a one-year performance period, which remain subject to the Company or any of its affiliates as an employee, trustee or otherwise), excluding certain outstanding awards held by retirement eligible executives and employees above the age of 65 (or above the age of 60 with at least 20 years of service to the Company). Furthermore, we requireabsolute TSR modifier based on our executive officers (as defined in accordance with SEC rules, "Executives") to hold the equity received with respect to earned and vested awards for one additional year after they have vested.Our OPP is designed to provide compensation in a "pay for performance" structure. Awards under the OPP are a class of units (collectively referred to as "OPP Units") of the Company's operating partnership, Vornado Realty L.P., issued under our 2010 Plan. If the specificabsolute TSR performance objectives of the OPP are achieved, the earned OPP Units become convertible into Class A common units of the operating partnership (and ultimately into Shares) following vesting, and their value fluctuates with changes in the value of our Shares. If the performance objectives are not met, the OPP Units are cancelled. Generally, unvested OPP Units are forfeited if the executive leaves the Company, except that OPP Units vest automatically on death. OPP Units are intended to also provide recipients with better income tax attributes than grants of options. With regard to awards under our OPP, participants have the opportunity to earn compensation payable in the form of equity if and only if we outperform a predetermined TSR and/or outperform the market with respect to relative TSR over a three-year performance period, as determined at the end of the third year. Specifically, awards under our OPP may potentially be earned if the Company (i) achieves a TSR above that of the SNL US REIT Index (the "Index") over a three-year performance period (the "Relative Component"), and/or (ii) achieves a TSR level greater than 21% (over the three-year performance period) (the "Absolute Component"). To the extent awards would be earned under the Absolute Component but the Company underperforms the Index by more than a specified margin, such awards earned under the Absolute Component would be reduced (and potentially fully negated)described below. The FFO per Share, as adjusted, target was set in January 2023 based on our internal budget forecast for 2023 performance and the degree to whichESG targets were set in consultation with our senior management and sustainability team. The following table lists the Company underperformsfour performance criteria, the Index. In certain circumstances, if the Company outperforms the Index, but awards would not otherwise be earned under the applicable weightings and targets and actual 2023 performance in each of these categories.Component, awards may still be earnedModifiersComponent. Moreover,TSR Component of the 2023 LTPP are subject to reduction (but not increase) if the extent awardsCompany’s aggregate three-year TSR is less than 12%, with a maximum reduction of 30% of units that would otherwise be earned under the Relative TSR Component butif the Company fails to achieve at least a 3% per annumCompany’s TSR is negative over the three-year measurement period. As of December 31, 2023, our one-year absolute TSR level (6% for years priorperformance would have resulted in no downward reduction.2016)reduction (but not increase) if the Company’s aggregate three-year TSR is less than 21%, such awardswith a maximum reduction of 30% of LTPP Units that would otherwise be earned under the RelativeOperational Performance Component would be reduced based onif the Company'sCompany’s TSR is negative over the three-year measurement period. As of December 31, 2023, our one-year absolute TSR performance withwould have resulted in no awards being earned in the event the Company's TSR during the applicable measurement period is 0% or negative, irrespective of the degree to which we may outperform the Index. downward reduction.OPP Unitsawards earned under the 2022 and 2023 LTPPs will vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. The Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are also subjectrequired to time-basedhold such awards for one year following each such vesting requirements. This creates, indate. Dividends on awards granted under the aggregate, up to a five-year retention period (plus the additional one-year hold period for Executives) with respect to participants in the OPP. Even after achieving the performance thresholds,LTPPs accrue during the remaining two years until full vesting (plus the additional one-year hold period for Executives), holders will continue to bear the same Share price and total return risk as our shareholders and be subject to the same "book-up" requirements as apply to Restricted Units and which are described below. Share dividend payments on awards issued accrue during theapplicable performance period and are paid to participants if and only ifto the extent that awards are ultimately earned based on the achievement of the designated performance objectives. Furthermore, for2016 OPP, ifemphasis that the maximum award is earned (through any combination of the RelativeCompany places on ESG matters and Absolute Components), the number of units actually awarded will be based on the Share price which cause the award to be fully earned. In prior years, the number of units actually earned was based on the highest 30-day average of the Share price achieved during a 120-day measurement period preceding the end of the three-year performance period. 42 2016 PROXY STATEMENT VORNADO REALTY TRUST 31 The following charts show some of the key components of our awards of OPP Units and, for illustration purposes only (and not as a projection of actual performance), present our most recent awards (made in 2016) as if they had been fully earned at January 10, 2019.Earning and Vesting of OPP AwardsIn addition, senior executive officers, including all NEOs, are required to hold their earned and vested OPP Units for one year following vesting.Allocation of Wealth CreatedOn an absolute total shareholder return basis, our 2016 OPP is designed to award management with equity at the rate of 2% for every dollar of shareholder value created after returning the first 21% of value created to shareholders over a three-year performance period subject to a $50 million cap (if the full amount of the authorized OPP pool is actually awarded). While the earning of OPP awards not only requires performance under the Absolute Component, but also the Relative Component, for presentation purposes the table below is simplified to present only the results derived under the Absolute Component. Using this simplified format, the table below illustrates the rate at which OPP unitholders will share in the increases in shareholder value above the OPP initial share price along with shareholders and other unitholders.Participation Percentage
in Shareholder Value
Creation under Terms of
the 2016 OPP for: 0% to 21% 21% to 35% Above 35% 100 % 98 % 100 % 0 % 2 % 0 % Stock Options. None of our Named Executive Officers (or any other participant in our OPP) was awarded stock options for 2015, 2014 or 2013 performance. The most recent option award to such executives was in 2011 for 2010 performance. Executives who do not receive OPP awards may receive awards of stock options. Stock option awards issued under our 2010 Plan provide our executives the opportunity to purchase Shares at an exercise price determined on the date of grant. Historically, our stock option awards have either been in the form of at-the-money stock options, whereby the option exercise price is equal to the market price of Shares on the date of grant, or in the form of premium stock options, whereby the option exercise price is established at a level above the market price of Shares on the date of grant. In both instances, the market price of Shares must increase to a level above the option exercise price in order for the executives to achieve any value from their stock option awards. Generally, the stock options vest and become exercisable in equal annual installments over a four- or five-year period beginning one year after the date of grant, and remain exercisable for a period of ten years from the date of grant. Our 2010 Plan (i) prohibits the granting of in-the-money stock options and (ii) prohibits, without shareholder approval, the repricing of outstanding stock options that have fallen out of the money. Recipients of stock options do not receive any dividends paid on Shares on their outstanding option awards. 32VORNADO REALTY TRUST20162024 PROXY STATEMENT Shares and Units. "Restricted shares"Shares issuedlimited partnership interests in the Operating Partnership under our 2010 Plan thatOmnibus Plans. These units generally vest in three or four equal annual installments beginning approximately one year after the grant date. "Restricted units" are grants of limited partnership interestsand include a two-year holding requirement. The restricted units granted in Vornado Realty L.P., our operating partnership through which we conduct substantially all of our business. These units also generallyJune 2023, however, vest in three or fourtwo equal annual installments beginning approximately one year afteron the 3rd and 4th anniversaries of the grant date, andrespectively, subject to the recipient’s continued employment with the Company as of such date, with each vesting tranche subject to an additional one-year post vesting transfer restriction.Vornado Realty L.P.'s Class A common units inthe Operating Partnership’s Units under certain circumstances. These circumstances, which principally include the requirement that Vornado Realty L.P. must have gone through certain tax "book-up"“book-up” events for the Operating Partnership have occurred whereby sufficient profits havebook gain has been specially allocated to the restricted units so that they have the same per unit capital account (and value)value as Class A common units.Units. In addition there is a two-year holding requirement. Vornado Realty L.P.'sto the limitation on exchangeability, the ability to receive the same liquidation value as Class A common units canUnits also is dependent on sufficient amounts of book gain being specially allocated to the restricted units. Book gain is only eligible to be redeemed for Sharesspecially allocated to the capital account of a restricted unit on a one-for-one basis (or forbook-up event to the equivalentextent aggregate book gain exceeds aggregate book loss since the issuance of the restricted unit, which generally corresponds to appreciation in the value in cash atof the Company's option) with only limited restrictions,assets of the Operating Partnership during such as a 60-day waiting period between the time that a redemption notice is given and the date that Shares may be delivered. Restricted units are intended to also provide recipients with better income tax attributes than restricted shares and unlike option grants, grants of restricted units do not have a term at which they expire.period. During the restricted period, each restricted share or restricted unit entitles the recipient to receive payments from the Company equal to the dividends on one Share. Restricted equity awards further contribute in aligning management and shareholder interests, and the multi-year vesting requirements ranging from three to five years aid in our efforts to retain our executives and key employees over the long term. Further, ourequity awardsunits are a key component of our long-term incentive program because they offer recipients a balancedlong-term incentive that is similar to restricted shares with more favorable U.S. federal income tax treatment under current law. We believe that the use of restricted units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by our management, (iii) not adversely impacted dilution as compared to restricted shares, and (iv) further aligned the interests of our management with the interests of our shareholders. VORNADO REALTY TRUST 43 2024 PROXY STATEMENT because incorporatingreflect macro factors that have had a direct impact on our business: 44 VORNADO REALTY TRUST 2024 PROXY STATEMENT equity compensation mix,Operating Partnership (“Class A Units”). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company’s election, Shares of the Company on a one-for-one basis. The LTIPs will vest in two equal installments on the 3rd and 4th anniversaries of the grant date, respectively, subject to the recipient’s continued employment with the Company as opposedof such date (except in the event of a qualifying termination), with each vesting tranche subject to an equity compensation program comprised solelyadditional one-year post-vesting transfer restriction. The LTIPs are entitled to receive the same distributions as paid on the Company’s Shares.awardsOperating Partnership units and each Performance AO LTIP Unit is potentially convertible into a number of Class A Units until the tenth anniversary of the grant date, subject to performance-basedsatisfaction of the vesting requirements, ensuresand performance conditions described below, determined by reference to the excess of the closing price per Share on the date of conversion over $16.87, the closing Share price on the grant date. VORNADO REALTY TRUST 45 2024 PROXY STATEMENT portionparticular set of each executive's equityexpertise and skills, and the Compensation Committee sought to design a component of compensation retains value evenspecifically to retain and incentivize our team.depressed marketlong, intensive period of time to complete, often taking 7-10 years from conception to stabilization (e.g., 220 Central Park South), and require highly specialized knowledge of the NYC zoning process, building regulations and construction expertise, as well as financing and leasing expertise.executivesus with greater control. This results in higher quality projects at better yields and significantly lower costs and risk to shareholders.baselinecompensation tool it can use to reward employees for these large, long-term development projects where the potential reward is clear to employees and is not dependent on our Share price, which is generally outside of valueour control, and certainly outside the control of the development team. In addition, we are often competing for talent with private developers that lessenscan offer profit-sharing opportunities and the likelihoodability for employees to participate in fees. Thus, in order to incentivize joint ventures with third-parties, reward employees’ dedication to these large development projects, and encourage retention of our team members, in December 2023, the Compensation Committee established a new compensation pool (the “Development Fee Pool”).executivesfuture distributions from the Development Fee Pool may also be allocated to non-NEOs that work on and support our new developments. 46 VORNADO REALTY TRUST 2024 PROXY STATEMENT take unreasonable risks to keep their market-based performance equity award vehicles "inonly be made on an episodic basis and that they will not be an annual occurrence.money."("(“Plan I"I”) and the Vornado Realty Trust Nonqualified Deferred Compensation Plan II ("(“Plan II"II”). Plan I and Plan II are substantially similar, except that Plan II, which applies to deferrals on and after January 1, 2005, is designed to comply with the deferred compensation restrictions of Section 409A of the Internal Revenue Code, of 1986, as amended.are eligible tocan participate in Plan II, provided that they qualify as "accredited investors"are “accredited investors” under securities laws. Members of our Board of Trustees are also eligible to participate. To participate, an eligible individual must make an irrevocable election to defer at least $20,000 of his or her compensation (whether cash or equity) per year. Participant deferrals are always fully vested. The Company is permitted tomay make discretionary credits to the Plans on behalf of participants but as yet has not done so.so to date. Deferrals are credited with earnings based on the rate of return of specific security investments or various "benchmark funds" selected by the individual,“benchmark funds”, some of which are based on the performance of the Company'sCompany’s securities. elect to have their deferrals credited toin a "Retirement Account"“Retirement Account” or a "Fixed“Fixed Date Account."” Retirement Accounts are generally payable following retirement or termination of employment. Fixed Date Accounts are generally payable at a time selected by the participant, whichdate that is at least two full calendar years after the year for which deferrals are made. Participants may elect to receive distributions as a lump sum or in the form of annual installments over no more than 10 years. In the event of a change of control of the Company, all accounts become immediately payable in a lump sum. Plan I also permits a participant to withdraw all or a portion of his or her accountstheir account at any time, subject to a 10% withdrawal penalty. 2016 PROXY STATEMENTVORNADO REALTY TRUST33 havesponsor any other retirement plan. Retirement plans are not a factor in our current compensation determinations.our Named Executive Officers with certainselect perquisites that we believe are reasonable and in line with the prevailing competitive market. These perquisites include supplemental life insurance and an allowance for financial counseling and tax preparation services for certain Named Executive Officers.executives. Additionally, due to the location of our corporate offices in New York City and the extensive business-related travel requirements, we provide some of our Named Executive Officers, we provide certain of our Named Executive OfficersSenior Executives with the use of a car and/or driver. Providing a car and driver allows these executive officers to use their travel time efficiently and productively for business purposes, including (i) telephonic meetings and (ii) visiting our properties and meeting with our tenants. Accordingly, we believe providing these benefits serves the best interests of our shareholders as it allows our executives to continue to focus on Company matters while traveling. While providing a car and driver does provide incidental personal benefit to the executive, the cost of this personal benefit constitutes only a small percentage of the executive's total compensation. Nevertheless, thepurposes. The amounts disclosed in this proxy statement for car and driver costs include the entire value of the benefit, both business purpose and personal.In order to management team and ensure the continued direct alignment of management and shareholder interests, and consistent with emerging corporate governance trends, we have adopted executive equity ownership guidelines requiring that our NEOs and other members of our senior executive management team maintain a minimum ownership level of Shares or related Company equity.level. The equity ownership requirements (comprised of common Shares(Shares and certain securities convertible or redeemable for Shares) for our executives are as follows: Chairman and CEO 6 times his annual base salary All Other Executive Officers 3 times their annual base salarysalaries VORNADO REALTY TRUST 47 2024 PROXY STATEMENT Board of Trustees.Board. Under the equity ownership guidelines, adopted for our Board of Trustees, all non-employee Trustees are required to maintain a minimum ownership level of Shares equal tohaving a value at least five times their annual cash retainer.retainers. Non-employee Trustees have five years from the time of initial election to satisfy the guidelines. All non-employee Trustees currently satisfy these guidelines or are expected to satisfy these guidelines.2013-20152021-2023 Total DirectDirect/Realizable CompensationUnder the rules and regulations of the SEC, each"Summary“Summary Compensation Table"Table” must disclosereport the salary paid during that year, the annual incentive earned for that year and the equity-based, long-term incentive granted during that year, which for us representsis the equity-based, long-term incentive award earned for theprior year. As discussed above, because year’s performance. Because the equity-based payregular, annual equity we award in the first quarter of each year (similar to the cash bonus paid in the first quarter of each year) was earnedis determined based on performance in the prior year, the SEC'sSEC’s approach prevents usdiffers from showing together all the way we think about pay—salary, annual cash incentive and the Fair Value of equity-based pay—earned for any one year. In order to provide our shareholders with the aggregate amount of compensationearned by each Named Executive Officerpotentially earnable for a given calendar year, we are including below a supplemental Total DirectDirect/Realizable Compensation Table. We believe the Total Direct Compensation Table enables a more meaningful year-over-year compensation comparison than the Summary Compensation Table presented 34VORNADO REALTY TRUST2016 PROXY STATEMENT ��� later in this proxy statement. The Total DirectDirect/Realizable Compensation Table consists of (i) the actual salary paid for the year, (ii) the annual incentives awarded for the year and (iii) the annual grant date fair valueFair Value of equity grants awarded for service and performance for the year, irrespective of when such amounts ultimately were granted, paid and/or vested. Thisgranted. For 2023, the Total Direct/Realizable Compensation table illustrates onealso includes the June 2023 awards. The table excludes the value of certain perquisites, which are disclosed in the analyses undertaken by ourSummary Compensation Committee in determining each element of our Named Executive Officers' compensation for the particular year in light of such executive's performance during the year.Table. We also believe itthis table demonstrates further the ongoing correlation between the executive'sexecutive’s pay and overall Company performance.DirectDirect/Realizable Compensation Table and the Summary Compensation Table is that the Total DirectDirect/Realizable Compensation Table achieves "applesan “apples to apples"apples” presentation of both cash and equity-based incentives by showing the value of equity awards in the performance year to which such grants relate, rather than in the year in which such grants were made, as reflected in the Summary Compensation Table.made. Other companies may calculate Total DirectDirect/Realizable Compensation differently than we do.Direct The table presented below is not a substitute for, and should be read in conjunction with, the Summary Compensation Table. 48 VORNADO REALTY TRUST 2024 PROXY STATEMENT DirectDirect/Realizable Compensation earned by our Named Executive Officers for the 2013-20152021-2023 period was as follows: Name Year
($)(1)
Bonus
($)(2)
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(3)
Fair Value of
Restricted
Unit Awards
as Long-Term
Equity
Compensation
($)(4)
Date Fair
Value of
At-Risk
Multi-Year
Performance-
Based
Awards
($)(5)
Compensation
($)
Direct/
Realizable
Compensation
($)(6) Steven Roth 2023 1,000,000 3,700,000 — 6,120,625 8,898,750 — 19,719,375 2022 822,419 1,500,000 — 3,390,004 3,390,183 — 9,102,606 2021 824,821 — 753,014 3,253,265 4,033,114 — 8,864,214 Michael J. Franco 2023 1,000,000 2,900,000 — 4,546,750 6,610,500 — 15,057,250 2022 1,000,000 1,500,000 — 1,057,502 1,057,574 — 4,615,076 2021 1,000,000 1,200,000 240,912 964,609 1,152,534 — 4,558,055 Haim Chera 2023 1,000,000 1,500,000 — 2,331,671 3,390,000 — 8,221,671 2022 1,000,000 1,500,000 — 337,518 337,546 — 3,175,064 2021 1,000,000 1,500,000 — 309,259 368,344 — 3,177,603 Barry S. Langer 2023 1,000,000 2,900,000 — 3,497,500 5,085,000 — 12,482,500 2022 1,000,000 1,500,000 — 850,001 850,082 — 4,200,083 2021 1,000,000 1,500,000 — 772,479 926,777 — 4,199,256 Glen J. Weiss 2023 1,000,000 2,900,000 — 3,497,500 5,085,000 — 12,482,500 2022 1,000,000 1,500,000 — 980,018 980,092 — 4,460,110 2021 1,000,000 1,500,000 — 889,609 1,069,365 — 4,458,974 (1)Name Year Salary Cash
Incentive Grant Date
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus Grant Date
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation Grant Date
Fair Value of
At-Risk,
Multi-Year
Performance-
Based
OPP Awards(1) Total Direct
Compensation(2) 2015 $ 1,000,000 $ 1,000,000 — $ 3,800,033 $ 5,050,847 $ 10,850,880 2014 $ 1,000,000 $ 1,001,900 — $ 3,800,051 $ 4,000,000 $ 9,801,951 2013 $ 1,000,000 $ 20,900 $ 950,086 $ 2,612,563 $ 2,750,000 $ 7,333,549
2015
$
1,000,000
$
250,000
$
237,585
$
285,013
$
378,814
$
2,151,412 2014 $ 1,000,000 $ 251,900 $ 237,555 $ 285,019 $ 300,000 $ 2,074,474 2013 $ 538,462 $ 359,500 $ 138,627 $ 138,627 $ 145,833 $ 1,321,049
2015
$
1,000,000
$
800,000
$
950,074
$
1,282,517
$
1,704,661
$
5,737,252 2014 $ 1,000,000 $ 801,900 $ 950,101 $ 1,282,583 $ 1,350,000 $ 5,384,584 2013 $ 1,000,000 $ 820,900 $ 950,086 $ 807,556 $ 850,000 $ 4,428,542
2015
$
1,000,000
$
811,043
$
712,578
$
1,187,571
$
1,578,390
$
5,289,582 2014 $ 1,000,000 $ 815,857 $ 712,546 $ 1,187,538 $ 1,250,000 $ 4,965,941
2015
$
1,000,000
$
500,000
$
712,578
$
831,282
$
1,104,873
$
4,148,733 2014 $ 1,000,000 $ 501,900 $ 712,546 $ 831,265 $ 875,000 $ 3,920,711 2013 $ 1,000,000 $ 520,900 $ 712,565 $ 593,804 $ 625,000 $ 3,452,269 (1)grant date fair valueGrant Date Fair Value of restricted units granted in lieu of cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next year.Officer's allocationOfficer’s Performance AO LTIPs awarded in 2016, 2015June 2023. For 2022, represents the Grant Date Fair Value of each Named Executive Officer’s award of LTPP Units in 2023 for 2022 performance. For 2021, represents the Grant Date Fair Value of each Named Executive Officer’s award of LTPP Units in 2022 for 2021 performance. VORNADO REALTY TRUST 49 2024 PROXY STATEMENT 2014,earned by each of the Named Executive Officers for service and performance from 2021 through 2023. This table is prepared on the same basis as the “Total Direct/Realizable Compensation Table” except that the value actually realized from the respective performance-based compensation earned each applicable year is shown instead of the accounting cost of what was awarded. Our Compensation Committee believes that “Total Realized Compensation” is an important metric to consider when determining whether our compensation program achieves its goals of alignment with our actual Share performance. Name Year
($)(1)
Bonus
($)(2)
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(3)
Fair Value of
Restricted
Unit Awards
as Long-Term
Equity
Compensation
($)(4)
Awards
(Value
Realized)
($)(5)
Realized
Compensation
($)(6)
Direct/
Realizable
Compensation
($)(6) Steven Roth 2023 1,000,000 3,700,000 — 6,120,625 1,528,721 12,349,346 19,719,375 2022 822,419 1,500,000 — 3,390,004 — 5,712,423 9,102,606 2021 824,821 — 753,014 3,253,265 — 4,831,100 8,864,214 Michael J. Franco 2023 1,000,000 2,900,000 — 4,546,750 411,913 8,858,663 15,057,250 2022 1,000,000 1,500,000 — 1,057,502 — 3,557,502 4,615,076 2021 1,000,000 1,200,000 240,912 964,609 — 3,405,521 4,558,055 Haim Chera 2023 1,000,000 1,500,000 — 2,331,671 131,645 4,963,316 8,221,671 2022 1,000,000 1,500,000 — 337,518 — 2,837,518 3,175,064 2021 1,000,000 1,500,000 — 309,259 — 2,809,259 3,177,603 Barry S. Langer 2023 1,000,000 2,900,000 — 3,497,500 331,231 7,728,731 12,482,500 2022 1,000,000 1,500,000 — 850,001 — 3,350,001 4,200,083 2021 1,000,000 1,500,000 — 772,479 — 3,272,479 4,199,256 Glen J. Weiss 2023 1,000,000 2,900,000 — 3,497,500 382,194 7,779,694 12,482,500 2022 1,000,000 1,500,000 — 980,018 — 3,480,018 4,460,110 2021 1,000,000 1,500,000 — 889,609 — 3,389,609 4,458,974 underwhich are reflected in this column.which is a performance-based program under which participants may earn equity compensationPlan performance period ended March 30, 2023 and the 2018 OPP performance period ended in 2021. For each of these awards, if and only if certain absolute and/or relative TSR objectives are achieved over a three-yearthe applicable performance requirements were not satisfied during the performance period.(2) The value of the perquisites represents a de minimis component of total compensation. 50 2016 PROXY STATEMENT VORNADO REALTY TRUST 35 2024 PROXY STATEMENT As explained above, we generally in the first quarter of a fiscal year with respect to performance during the prior year. In addition, in the first quarter of 2016,2023, we established the 20162023 performance thresholds and caps for our formula-based short-term annual incentive program.Summary“Summary Compensation Table later in this proxy statement for the reasons discussed above under "How We Determine Executive Compensation" and "Comparison of 2013-2015 Total Direct Compensation.""Fair Value"“Fair Value” of equity awards, we refer to the "fair value" for such awards“fair value” is determined in accordance with applicable securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). Fair Value is the method used for presenting values for equity awards in our "Summary“Summary Compensation Table"Table” and elsewhere under "Executive“Executive Compensation."” When we discuss the "Market Value"“Market Value” of equity awards, we refer to values based on the market price of our Shares at the date of grant (the values considered by our Compensation Committee in making compensation decisions).Overall, for 2015, Mr. Roth's total compensation (with equity determinedEquity Determined at Fair Value)$10,850,880,$19,719,375 compared to $9,801,951$9,102,606 in the prior year, (a 10.7% increase). However, as discussed earlier, the aggregate value for all ofa 116.6% increase. For 2023, Mr. Roth's compensation other than OPP awards did not increase from 2014 to 2015 and the total dollar value of the long-term incentive award potentially earnable (the "Notional Amount") of the OPP awards made to Mr. Roth for 2015Roth’s Total Realized Compensation was unchanged from 2014. Accordingly, the increase in compensation for Mr. Roth from 2014 to 2015 was due solely to an increase in the accounting cost for OPP awards with the same notional value. For 2014, Mr. Roth's total compensation (with equity determined at Fair Value) was $9,801,951,$12,349,346 compared to $7,333,549$5,712,423 in the prior year, (a 33.7% increase). Our one-year TSR for 2015a 116.2% increase.-3.9% and for 2014 was 36.4%. In the aggregate over the two years of 2014 and 2015, our TSR was 31.1%$9,102,606 compared to an increase$8,864,214 in the compensation of our CEO of 48.0% (33.6%, if you exclude the effect of the increaseprior year, a 2.7% increase. For 2022, Mr. Roth’s Total Realized Compensation was $5,712,423 compared to $4,831,100 in the accounting cost forprior year, an 18.2% increase.OPP award made for 2015 despite it havingprior year, a 4.6% decrease. For 2021, Mr. Roth’s Total Realized Compensation was $4,831,100 compared to $5,174,937 in the same Notional Amount as the award for 2014).Roth'sRoth’s salary, incentives and equity awards were based on an evaluation of those factors previously described and were approved by the Compensation Committee. Among the factors considered, both objective and subjective, were the strategic position of the Company, the changes in the Company'sCompany’s operating and performance metrics over the applicable period (Comparable EBITDA and Comparable(NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and the other factors previously described.described, including the Company’s progress on ESG matters, and executing on the redevelopment of THE PENN DISTRICT and the 350 Park Avenue project. With respect to the June 2023 Awards and the Development Fee Pool allocations, the Compensation Committee also took into account the factors described under “June 2023 Awards” and Development Fee Pool” above. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. The substantial majority of Mr. Roth'sRoth’s compensation is in the form of equity to further align his interests with those of our shareholders.fromsince April 15, 2013. Mr. Roth'sRoth’s base salary of $1,000,000 was established in March 2001 and has remained unchanged since then. In 2023, Mr. Roth's short-term annual incentive (also referred to as his "bonus") for 2015 (awarded in 2016) and for 2014 (awarded in 2015) was paid in cash while in 2013 (awarded in 2014),Roth also received a $2,200,000 allocation from the incentive was principally in the form of equity. His total cash compensation for 2015, 2014 and 2013 was $2,000,000, $2,001,900 and $1,020,900, respectively.Roth's long-term equity incentive compensation award for 2015 performance (granted in 2016) was 165,626 OPP UnitsRoth received a grant of 437,500 LTIPs and 43,025 restricted units (collectively having a Market Value of $9,050,881).2,625,000 Performance AO LTIP Units. The aggregate Fair Value at the date of grant of these OPP and restricted units was $8,850,880 and represents a 36VORNADO REALTY TRUST2016 PROXY STATEMENT 13.5% increase in the aggregate value of long-term equity grants of restricted and OPP units compared to the prior year. For 2014 performance, Mr. Roth was granted (in 2015)Roth’s long-term equity incentive compensation of 112,920 OPPaward for 2022 performance (granted in 2023) was 319,973 LTPP Units (granted based on the maximum performance level but subject to performance conditions described above) and 32,265181,393 restricted units (collectively having a Market Value of $8,000,053).units. The aggregate Fair Value at the date of grant of these OPPLTPP Units and restricted units was $7,800,051$6,780,187 and represents a 45.5% increase7% decrease in the aggregate valueFair Value of long-term equity grants of restricted and OPP units(excluding the June 2023 Awards) compared to the prior year. For 2013 performance, Mr. Roth was granted (in 2014) long-term equity incentive compensation of 86,314 OPP units and 30,166 restricted units (collectively having a Market Value of $5,500,043). The aggregate Fair Value at the date of grant of these OPP and restricted units was $5,362,563 and represented a 0.001% increase in the aggregate value of long-term equity grants of OPP units and restricted units granted as compared to the prior year. In addition, Mr. Roth's bonus paid for 2013 (awarded in 2014) was paid in restricted units having a Fair Value of approximately $950,000. The number of restricted units awarded to Mr. Roth in lieu of cash bonus for 2013 was 10,952. our other Named Executive Officers (Messrs. Theriot, Greenbaum, Franco, Chera, Langer and Macnow)Weiss), such executive's salary, annual incentive and long-term equity awards were based on an evaluation of those factors previously described and were approved by the VORNADO REALTY TRUST 51 2024 PROXY STATEMENT changes in the Company's operating and performance metrics over the applicable period (Comparable EBITDA and Comparable(NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and the other factors, previously mentioned.including the Company’s ESG progress and the Company’s 350 Park Avenue transaction with affiliates of Citadel Enterprise Americas LLC and an affiliate of Kenneth C. Griffin. With regard to Messrs. Theriot and Macnow,Mr. Franco, we considered these factors as they apply to our Company as a whole as their responsibilities are company-wide.and also considered the Company’s G&A expense management, capital markets and financing activities, acquisitions and dispositions. For Messrs. GreenbaumLanger and Franco,Weiss, we also considered the performance of our overall Real Estate operations, including our leasing activity (in the case of Mr. Weiss) and extensive development activities in THE PENN DISTRICT (in the case of Mr. Langer). For Mr. Chera, we also considered the performance of the Company’s retail assets, for which he is primarily responsible. We also considered these factors as they pertainexecutives’ contributions to the division which such executive heads. Mr. Greenbaum is President—New York DivisionCompany’s overall strategic direction. With respect to the June 2023 Awards and Mr. Franco is Executive Vice President—Chief Investment Officer.the Development Fee Pool allocations, the Compensation Committee also took into account the factors described under “June 2023 Awards” and Development Fee Pool” above. In all cases, these factors were considered as a whole and no numerical weight was attributed to any particular factor. In the aggregate, total compensation (with equity determined at Fair Value) awarded to these Named Executive Officers for 2015 increased by 6% as compared to the prior year.2010 Plan.Omnibus Plans. The 20102023 Omnibus Share Plan provided that we were able to issue(our current plan, as amended, the “Omnibus Plan”) provides up to 6,000,00010,800,000 Share equivalents with (a) each award that delivers the full value of a Share (or other securities that have the value equivalent toone OP Unit or one Share when earned or vested) counting as one Share equivalent, and (b) each award of an option, to acquire our Shares (orstock appreciation right or other securitiesaward that by their terms requirerequires the payment of an exercise price or deduction of a strike price)price counting as one-half of a Share equivalent. Following shareholder approval of the 2023 Omnibus Plan, no additional awards can be granted under the 2019 Omnibus Plan, but the terms and conditions of awards previously granted under the 2019 Omnibus Plan remain unchanged. Under the 2010 Plan,Omnibus Plans, the exercise price of each stock option awarded must be (or must have been) no less than the average of the high and low price of our Shares on the New York Stock Exchange ondate that the date granted byaward was granted. Typically, the Compensation Committee. The vast majority of our equity awards are determined and granted in the first quarter of each year at the same time as management and the Compensation Committee conclude their annual evaluation of the performance of our senior executive management team as a group and each executive individually.year. In addition, and from time to time, additional equity awards may be granted in connection with new hires or promotions. We have never repriced options and our 2010 Plan doesOmnibus Plans do not permit repricing of options without shareholder approval.We do, from time to time, enter into employment agreements with some members of our senior executive management team. Otherwise, our senior executive management team and other employees serve "at will." Except as may be provided in these employment agreements or pursuant to our compensation plans generally, we have not entered into any separate severance or change of control agreements. management team who have employment agreements, these agreements generally provide for a severance payment (for termination by us without cause or by the executive with good reason (each as 2016 PROXY STATEMENTVORNADO REALTY TRUST37 applicable employment agreement and further described below under "Employment Contracts"“Employment Contracts”)) and change of control payment (if employment is terminated following a change of control) in the range of one to threetwo times the applicable executive'sexecutive’s annual salary and incentive. Since 2012, the agreements evidencing awards under the 2010 Plan have provided for the satisfaction of a "double trigger" as a condition to the acceleration of the vesting of any unvested equity awards. These change of control arrangements are designed to compensate management in the event of a termination following a fundamental change in the Company, their employer, and to provide an incentive to these executives to continue with the Company at least through such time. Severance and change of control arrangements do not generally affect other compensation arrangements for a particular period. A more complete description of employment agreements, severance and change of control arrangements pertaining to the Named Executive Officers is set forth under "Employment Contracts"“Employment Contracts” and "Severance“Severance and Change of Control Arrangements."enter intothe Compensation Committee considers in the design of our compensation programs. We look at a combination of the rates at which our executives will be taxed and the value of any deduction that we may be entitled to when developing our approach to compensation. We believe that the limitationlimitations of Section 162(m) of the Internal Revenue Code, as amended, (which limits the corporate tax deduction for certain executive officer compensation that exceeds $1 million a year) does not apply to most of the compensation we paid to our Named Executive Officers for 20142023 and only a small portion of their compensation may not be deductible due to that limitation. 52 VORNADO REALTY TRUST 2024 PROXY STATEMENT "Company"“Company”), has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the Securities and Exchange Commission with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement and incorporated by reference instatement.Company's Annual Report on Form 10-K for the year ended December 31, 2015.Board of Trustees:
WILLIAM W. HELMAN IV
RAYMOND J. MCGUIRE
DANIEL R. TISCHThe Compensation Committee of the Boardof Trustees:MICHAEL LYNNEDANIEL R. TISCHDR. RICHARD R. WEST
38 VORNADO REALTY TRUST 2016 PROXY STATEMENT 53 2024 PROXY STATEMENT Company'sCompany’s Chief Executive Officer, President and Chief Financial Officer and the three other most highly-compensated executive officersNEOs for 2015, 20142023, 2022 and 2013 (the "Named Executive Officers").Name and Principal
Position Year
($)(1)
Equity
Bonus
($)(2)
Share/Unit
Awards
($)(3)
Awards
($)(4)
Equity
Incentive
Plan
Compensation
($) Changes in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings ($)
Compensation
($)(5)
($) 2023 1,000,000 3,700,000 12,900,812 8,898,750 — — 343,952 26,843,514 2022 822,419 1,500,000 7,286,379 — — — 320,909 9,929,707 2021 824,821 753,014 7,873,225 — — — 312,291 9,763,351
President and Chief
Financial Officer
(Principal Financial
Officer) 2023 1,000,000 2,900,000 6,661,826 6,610,500 — — 67,885 17,240,211 2022 1,000,000 1,500,000 2,117,143 — — — 71,790 4,688,933 2021 1,000,000 1,440,912 1,929,213 — — — 71,120 4,441,245
Head of Retail Leasing 2023 1,000,000 1,500,000 3,006,736 3,390,000 — — 540,401 9,437,137 2022 1,000,000 1,500,000 677,603 — — — 315,780 3,493,383 2021 1,000,000 1,500,000 618,515 — — — 188,619 3,307,134
Development, Co-Head of Real Estate 2023 1,000,000 2,900,000 5,197,582 5,085,000 — — 25,144 14,207,726 2022 1,000,000 1,500,000 1,699,256 — — — 21,254 4,220,510 2021 1,000,000 1,500,000 1,044,934 — — — 20,504 3,565,438
Executive Vice
President—Office
Leasing, Co-Head
of Real Estate 2023 1,000,000 2,900,000 5,457,610 5,085,000 — — 366,295 14,808,905 2022 1,000,000 1,506,129 1,958,974 — — — 332,402 4,797,505 2021 1,000,000 1,500,000 1,279,194 — — — 319,044 4,098,238 (1)Name and
Principal
Position Year Salary
($) Cash
Bonus
($)(1) Restricted
Share/Unit
Awards
($)(2) Option
Awards
($)(2) Non-Equity
Incentive
Plan
Compen-
sation
($)(3) Changes in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($) All Other
Compen-
sation
($)(4) Total ($) 2015 1,000,000 1,000,000 7,800,051 — 4,626 — 326,530 10,131,207 2014 1,000,000 1,001,900 6,312,649 — — — 329,912 8,644,461 2013 1,000,000 20,900 6,312,540 — — — 329,308 7,662,748
2015
1,000,000
250,000
822,573
—
—
—
23,873
2,096,446 2014 1,000,000 251,900 423,086 — — — 23,123 1,698,109 2013 538,462 359,500 — — — — 7,552 905,514
2015
1,000,000
800,000
3,582,684
—
—
—
268,508
5,651,192 2014 1,000,000 801,900 2,607,642 — — — 245,903 4,655,445 2013 1,000,000 820,900 2,120,024 — — — 247,235 4,188,159
2015
1,000,000
811,043
3,150,084
—
—
—
32,884
4,994,011 2014 1,000,000 815,857 5,268,974 — — — 32,509 7,117,340
2015
1,000,000
500,000
2,418,811
—
—
—
358,570
4,277,381 2014 1,000,000 501,900 1,931,368 — — — 352,269 3,785,537 2013 1,000,000 520,900 1,687,566 — — — 328,226 3,536,692 (1)succeeding year. PerMr. Roth (at his employment agreement,election) did not receive a cash bonus for 2021. On January 12, 2022, Mr. Roth received restricted units with a Grant Date Fair Value of $753,014 in lieu of his 2021 cash bonus. On January 12, 2022 Mr. Franco isalso received restricted units with a Grant Date Fair Value of $240,912 in lieu of a portion of his 2021 cash bonus. The 2022 amount for Mr. Weiss includes a payment for long-term service with the Company of $6,129 that are paid to receive an additional bonuseach Vornado employee on the five-year anniversary of the employee’s employment commencement date with Vornado, and every fifth year thereafter, in amounts equal to the dividend equivalent with respect to an additional equity awarda net payment of $2,000,000 he is to receive in 2017. This amount was $61,043 in 2015$100 per year of service. For 2023, amounts include Development Fee Pool allocations of $2.2 million for Mr. Roth and $63,957 in 2014.(2)tablecolumn includes the value of grants of Restricted Units in lieu of cash bonuses, Restrictedrestricted units, LTPP Units and OPP Units madeUnit awards granted during the applicable period. Information presented in these columns reflects the aggregate grant date fair valueGrant Date Fair Value of equity awards granted in the applicable fiscal year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 1412 to our consolidated financial statements included in our Annual Report on Form 10-K (the "Form 10-K") for the applicable fiscal year ended December 31, 2023 as filed with the SEC. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Dividends or dividend equivalents are paid on both the vested and unvested portion of restricted share and restricted unit awards. In accordance with applicable SEC rules, amounts shown include the impact of bonuses paid in equity in the year actually granted. For the Named Executive Officers, the Restricted Share/Unit Awards set forth above reflect the grant of equity-based bonusesexclude restricted units that were granted in lieu of cash, where applicable in 2015, 2014 and 2013, respectively,salary or bonuses, which are reflected in the following amounts: Mr. Roth—$0, $950,086“Salary” and $950,005; Mr. Theriot—$237,555 (2015)“Bonus” columns, respectively. Furthermore, as required by SEC rules, the amounts presented in these columns also include the Grant Date Fair Value of both restricted unit awards and $138,627(2014);of performance awards (such as our LTPP and OPP awards). Assuming that maximum performance would have been achieved under our 2023 performance-based equity awards, the value at the grant date of 54 2016 PROXY STATEMENT VORNADO REALTY TRUST 39 2024 PROXY STATEMENT Greenbaum—Roth—$950,101, $950,086 and $950,005;7,218,600; Mr. Franco—$712,546 (2015) and $712,565 (2014);2,187,500; Mr. Chera—$698,200; Mr. Langer—$1,758,300; and Mr. Macnow—Weiss—$712,546, $712,5652,027,200. For 2023, 2022, and $712,524.(3) Year Restricted Unit Awards
Other than Awards
in Lieu of Salary/Cash Bonus ($)
Awards ($) Steven Roth 2023 9,510,629 3,390,183 2022 3,253,265 4,033,114 2021 3,753,970 4,119,255 Michael J. Franco 2023 5,604,252 1,057,574 2022 964,609 1,152,534 2021 907,517 1,021,696 Haim Chera 2023 2,669,190 337,546 2022 309,259 368,344 2021 318,515 300,000 Barry S. Langer 2023 4,347,500 850,082 2022 772,479 926,777 2021 131,134 913,800 Glen J. Weiss 2023 4,477,518 980,092 2022 889,609 1,069,365 2021 365,394 913,800 awards for long-term service with the Company.(4) the All Other Compensation table for additional information. VORNADO REALTY TRUST 55 2024 PROXY STATEMENT Name Year
($)(1) Supplemental
Life Insurance
Premiums ($) Matching 401(k)
Contribution ($)
($) Steven Roth 2023 280,441 41,011 22,500 343,952 2022 258,123 42,911 19,875 320,909 2021 249,880 42,911 19,500 312,291 Michael J. Franco 2023 36,502 8,883 22,500 67,885 2022 42,657 8,883 20,250 71,790 2021 42,737 8,883 19,500 71,120 Haim Chera 2023 517,901 — 22,500 540,401 2022 295,530 — 20,250 315,780 2021 169,119 — 19,500 188,619 Barry S. Langer 2023 — 8,269 16,875 25,144 2022 — 5,879 15,375 21,254 2021 — 5,879 14,625 20,504 Glen J. Weiss 2023 332,818 10,977 22,500 366,295 2022 301,175 10,977 20,250 332,402 2021 288,567 10,977 19,500 319,044 (1)Name Year Use of Car
and Driver
($)(1) Supplemental
Life
Insurance
Premiums
($) Reimbursement
For Medical/
Dental Not
Covered
($) Severance
($) Tax and
Financial Planning
Assistance Per
Employment
Contract
($) Matching
401(k)
Contribution
($) Total ($) 2015 261,724 46,806 — — — 18,000 326,530 2014 261,671 50,991 — — — 17,250 329,912 2013 260,562 51,496 — — — 17,250 329,308
2015
—
5,873
—
—
—
18,000
23,873 2014 — 5,873 — — — 17,250 23,123 2013 — 4,525 — — — 3,027 7,552
2015
191,481
34,027
10,000
—
15,000
18,000
268,508 2014 167,454 36,199 10,000 — 15,000 17,250 245,903 2013 169,077 35,908 10,000 — 15,000 17,250 247,235
2015
12,000
7,384
—
—
—
13,500
32,884 2014 12,000 7,384 — — — 13,125 32,509
2015
187,805
137,765
—
—
15,000
18,000
358,570 2014 182,254 137,765 — — 15,000 17,250 352,269 2013 170,116 125,860 — — 15,000 17,250 328,226
this arrangement see “Certain Relationships and Related Transactions”.(1)the Named Executive Officers wasMessrs. Roth, Chera and Weiss were provided with a car (orand driver and Mr. Franco received a car allowance) and (for Messrs. Roth, Greenbaum and Macnow) a driver.allowance. Each such Named Executive Officer has used the car and driver for both business and personal purposes and the amounts shown for such executive reflect the aggregate incremental cost to the Company for the car, driver and related expenses without allocating costs between business and personal uses. SeeMr. Chera’s 2023 and 2022 amounts also "Certain Other Transactions or Relationships"include $339,492 and $147,008, respectively, for additionalthe aggregate incremental cost to us for Mr. Chera’s personal use of an airplane for transportation to receive medical treatments, and represents the actual amount we paid a company owned by Mr. Roth for Mr. Chera’s use of an airplane owned by such company. For further information regarding certain of our Named Executive Officers. 56 40 VORNADO REALTY TRUST 20162024 PROXY STATEMENT 201520152023 and their grantGrant Date Fair Value.
Incentive Plan Awards(1) Name Grant Date
(#)
(#)
(#)
Stock
Awards:
Number of
Units (#)(2)
Option
Awards:
Number of
Securities
Underlying
Options(3) Exercise
or Base
Price of
Option
Award
Fair Value
of All Other
Stock
Awards ($)(4) Steven Roth 1/11/2023 79,993 159,987 319,973 181,393 3,390,004 6/29/2023 437,500 2,625,000 $ 16.87 6,120,625 Michael J. Franco 1/11/2023 24,241 48,483 96,964 56,585 1,057,502 6/29/2023 325,000 1,950,000 $ 16.87 4,546,750 Haim Chera 1/11/2023 7,737 15,475 30,949 18,060 337,518 6/29/2023 166,667 1,000,000 $ 16.87 2,331,671 Barry S. Langer 1/11/2023 19,484 38,969 77,940 45,482 850,001 6/29/2023 250,000 1,500,000 $ 16.87 3,497,500 Glen J. Weiss 1/11/2023 22,464 44,929 89,859 52,439 980,018 6/29/2023 250,000 1,500,000 $ 16.87 3,497,500 fair value.Name Grant
Date All Other Share/Unit
Awards: Number of
Shares of Stock or
Units (#)(1) All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) Exercise
or Base
Price of
Option
Awards
($/Sh)(2) Grant Date
Fair Value of
Awards ($)(3) 1/14/15 145,185 — — 7,800,051 1/14/15 12,906 — — 585,019 1/14/15 57,067 — — 2,632,583 1/14/15 51,420 — — 2,437,538 1/14/15 37,809 — — 1,706,265 (1)The information presented in this column represents the number of(2) units and OPP units that were granted under the 2019 Omnibus Plan, with respect to awards granted in January 2023, and the Named Executive Officers.2023 Omnibus Plan, with respect to awards granted in June 2023. Restricted units are a separate class of units in Vornado Realty L.P. which will be convertible into Class A common units of Vornado Realty L.P. and will be ultimately redeemable by the Named Executive Officers for, at our option, cash or our Shares on a one-for-one basis. On January 14, 2016, the Named Executive Officers were granted the following numbers ofThe restricted units and OPP Units (which have not been earned), respectively (for services renderedgranted in 2015): Steven Roth, 43,025 and 165,626; Stephen W. Theriot, 5,917 and 12,422; David R. Greenbaum, 25,278 and 55,899; Michael J. Franco, 21,514 and 51,758; and Joseph Macnow, 17,480 and 36,231. A portion of these grants (other than for Mr. Roth) represents the grant of restricted units in lieu of cash bonus. The restricted unitsJanuary 2023 vest ratably over four years.years, unless the recipient is eligible for retirement, in which case the units vest upon retirement. The restricted units granted in June 2023 vest in two equal installments on the 3rd and 4th anniversaries of the date of grant.OPPPerformance AO LTIP Units if earned, vest ratably in20% on the third anniversary and 80% on the fourth anniversary of the grant date subject to the following performance conditions. No Performance AO LTIP Units are earned if the Applicable Price (defined below) is less than $21.0875 per share (a 25% increase above the Grant Date Share price). At an Applicable Price of $21.0875 per share, 33% of the Performance AO LTIP Units are earned. At an Applicable Price of $25.3050 per share (a 50% increase above the Grant Date Share price), 67% of the Performance AO LTIP Units are earned. At an Applicable Price of $29.5225 per share (a 75% increase above the Grant Date share price), 100% of the Performance AO LTIP Units are earned. Linear interpolation applies for Applicable Prices between $21.0875 and fifth year from$25,3050 and between $25.3050 and $29.5225. “Applicable Price” means the highest average consecutive 20-trading day closing Share price during the period commencing on the draft date and ending on the earlier of (i) the date on which the Performance AO LTIP Units are converted or (ii) the ten-year anniversary of grant.(2)No options were granted to the Named Executive Officers in 2015.(3)2015.2023. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value,Grant Date Fair Value, including the impact of estimated forfeitures related to service-based vesting conditions, is the amount we would expense in our consolidated financial statements over the award'saward’s vesting schedule. For additional information on our value assumptions, refer to footnote 1412 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015,2023, as filed with the SEC. 2016 PROXY STATEMENT VORNADO REALTY TRUST 41 57 2024 PROXY STATEMENT 20152023 and the aggregate option exercises in 20152023 by, and sharesrestricted unit awards that vested in 20152023 for, the Named Executive Officers. Pursuant to the terms of our omnibus share plans,Omnibus Plans, the exercise price and number of sharesShares underlying options originally made at any date of grant may be adjusted to compensate the holder for special or extraordinary dividends that may be subsequently declared. The following table reflectstables reflect such adjustments.Name and
Applicable Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested (#) Market
Value of
Shares or
Units That
Have Not
Vested ($) Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested (#) Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested ($) Steven Roth 6/29/23(1) 2,625,000 16.87 6/29/2033 437,500 12,359,375 1/11/23(1) 181,393 5,124,352 319,973(3) 9,039,237 1/12/22(1) 58,494 1,652,456 199,557(4) 5,637,485 1/12/21(1) 57,096 1,612,962 507,588(5) 14,339,361 3/30/20(2) 32,726 924,510 Michael J. Franco 6/29/23(1) 1,950,000 16.87 6/29/2033 325,000 9,181,250 1/11/23(1) 56,585 1,598,526 96,964(3) 2,739,233 1/12/22(1) 17,344 489,968 53,769(4) 1,518,974 1/12/21(1) 13,803 389,935 125,897(5) 3,556,590 3/30/20(2) 10,227 288,913 Haim Chera 6/29/23(1) 1,000,000 16.87 6/29/2033 166,667 4,708,343 1/11/23(1) 18,060 510,195 30,949(3) 874,309 1/12/22(1) 5,561 157,098 17,184(4) 485,448 1/12/21(1) 4,845 136,871 36,967(5) 1,044,318 3/30/20(2) 3,405 96,191 Barry S. Langer 6/29/23(1) 1,500,000 16.87 6/29/2033 250,000 7,062,500 1/11/23(1) 45,482 1,284,867 77,939(3) 2,201,777 1/12/22(1) 13,890 392,393 43,237(4) 1,221,445 1/12/21(1) 1,995 56,359 112,601(5) 3,180,978 3/30/20(2) 2,043 57,715 Glen J. Weiss 6/29/23(1) 1,500,000 16.87 6/29/2033 250,000 7,062,500 1/11/23(1) 52,439 1,481,402 89,858(3) 2,538,489 1/12/22(1) 15,996 451,887 49,889(4) 1,409,364 1/12/21(1) 5,557 156,985 112,601(5) 3,180,978 3/30/20(2) 3,745 105,796 Option Awards Share and Unit Awards Name and
Applicable
Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested (#) Market Value
of Shares
or Units That
Have Not
Vested ($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($) (1) 35,683 3,566,873 112,920 11,287,483 (1) 34,065 3,405,137 114,501 11,445,520 (1) 55,958 5,593,562 67,038 6,701,118 (1) 74,557 7,452,718 (2) 152,673 81.82 2/27/21 (2) 231,976 64.78 3/11/20 (3) 336,197 30.17 2/27/19 (1) 4,907 490,504 8,469 846,561 (1) 2,652 265,094 6,072 606,957 (1) 20,965 2,095,661 38,110 3,809,476 (1) 16,807 1,680,028 35,391 3,537,684 (1) 17,413 1,740,603 14,627 1,462,115 (1) 16,723 1,671,631 (2) 25,444 81.82 2/27/21 (2) 132,572 64.78 3/11/20 (3) 44,825 30.17 2/27/19 (1) 17,842 1,783,486 35,287 3,527,289 (1) 38,986 3,897,041 36,432 3,641,743 (1) 13,955 1,394,942 12,189 1,218,412 (1) 14,604 1,459,816 (2) 6,361 81.82 2/27/21 (2) 59,389 72.96 12/10/20 (table continued on following page) 42VORNADO REALTY TRUST2016 PROXY STATEMENT Option Awards Share and Unit Awards Name and
Applicable
Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested (#) Market Value
of Shares
or Units That
Have Not
Vested ($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($) (1) 14,497 1,449,120 24,701 2,469,112 (1) 12,492 1,248,700 26,023 2,601,259 (1) 13,955 1,394,942 12,189 1,218,412 (1) 14,604 1,459,816 (2) 25,444 81.82 2/27/21 (2) 94,884 64.78 3/11/20 (3) 41,509 30.17 2/27/19 (1)"Number“Number of Securities Underlying Unexercised Options Exercisable” represent the Performance AO LTIP Units granted in June 2023 which vest 20% on the third anniversary of the grant date and 80% on the fourth anniversary of the grant date, and are also subject to performance conditions. The awards under the column entitled “Number of Shares or Units That Have Not Vested"Vested” vest ratably over four years fromexcept for the awards granted on June 29, 2023 under this column which vest 50% on the third anniversary and 50% on the fourth anniversary of the date of grant. The awards under the column entitled "Equity“Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested"Vested” are awards of OPP and LTPP Units. LTPP and OPP Units awarded in 2015, 20142023, 2022 and 20132021, respectively, do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming units for Shares are also met. As of December 31, 2015, these criteria had2023, the applicable performance periods have not yet been met other than for our awards of OPP Units made in 2013 (which as of March 15, 2016 have been fully earned).completed. In accordance with applicable SEC rules, the values presented in the table for these OPP and LTPP Units are calculated based on our year-end Share price as if the performance, converting and redemption conditions for these units had been met as of that date.These awards 58 VORNADO REALTY TRUST 2024 PROXY STATEMENT Name
Operational
Performance
Based LTPP
Units(a)
Performance
Based LTPP
Units(b)
Operational
Performance
Based LTPP
Units(c)
Dow Jones
Index LTPP
Units(d)
Northeast Peer
Index LTPP
Units(e) Steven Roth 107,908 46,246 5,833 79,993 79,993 Michael J. Franco 32,700 14,014 1,768 24,241 24,241 Haim Chera 10,438 4,473 564 7,737 7,737 Barry S. Langer 26,284 11,264 1,421 19,485 19,485 Glen J. Weiss 30,303 12,987 1,638 22,465 22,465 ratably50% on each of January 11, 2026 and January 11, 2027.four years from the datethree-year period ending December 31, 2025. If earned, the units will vest 50% on each of grant.(3)These awardsJanuary 11, 2026 and January 11, 2027.Name
Operational
Performance
Based LTPP
Units(f)
Performance
Based LTPP
Units(g)
Operational
Performance
Based LTPP
Units(h)
Dow Jones
Index LTPP
Units(i)
Northeast Peer
Index LTPP
Units(j) Steven Roth 37,880 16,234 45,665 49,889 49,889 Michael J. Franco 10,207 4,374 12,304 13,442 13,442 Haim Chera 3,262 1,398 3,932 4,296 4,296 Barry S. Langer 8,207 3,517 9,894 10,809 10,809 Glen J. Weiss 9,470 4,059 11,416 12,472 12,472 ratably50% on each of January 12, 2025 and January 12, 2026.five years from the datethree-year period ending December 31, 2024. If earned, the units will vest 50% on each of grant.January 12, 2025 and January 12, 2026.Aggregated VORNADO REALTY TRUST 59 2024 PROXY STATEMENT 20152023 and Units Vested Option Awards Unit Awards Name Shares Acquired
on Exercise (#)
Exercise
($)
Acquired on
Vesting (#)(1)
on Vesting
($)(1)(2) Steven Roth — — 99,409 1,931,459 Michael J. Franco — — 109,000 1,863,201 Haim Chera — — 157,922 2,507,736 Barry S. Langer — — 82,190 1,329,678 Glen J. Weiss — — 86,958 1,421,472 (1) Option Awards Unit Awards Name Shares
Acquired on
Exercise (#) Value Realized
on Exercise ($)(1) Number of Units
Acquired on
Vesting (#)(2) Value Realized
on Vesting
($)(1)(2) — — 94,043 10,534,841 — — 883 109,214 — — 28,220 3,185,846 — — 33,188 3,889,781 11,747 578,185 22,957 2,587,546 (1)exercise/vesting are based on: (1) for Option Awards, the difference between the exercise price and the average of the high and low price of our Shares on the applicable date if the resulting Shares were held or, if the resulting Shares were sold on the date of exercise, the actual sale price for such Shares; and (2) for Unit Awards, the average of the high and low price of our Shares on the date of vesting.(2)Unit Awards consists of awards of restricted units and OPP units. 2016 PROXY STATEMENTVORNADO REALTY TRUST43 2015.Name Type of Deferred
Compensation
Plan Executive
Contributions
in Last Fiscal
Year ($) Company
Contributions
in Last Fiscal
Year ($) Aggregate
Earnings (Loss) in
Last Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($)
Balance at
12/31/23
($) Steven Roth Deferred
Compensation
Plans — — — — — Michael J. Franco Deferred
Compensation
Plans — — — — — Haim Chera Deferred
Compensation
Plans — — — — — Barry S. Langer Deferred
Compensation
Plans — — — — — Glen J. Weiss Deferred
Compensation
Plans — — — — — Name Type of Deferred
Compensation
Plan Executive
Contributions
in Last Fiscal
Year ($)(1) Company
Contributions
in Last Fiscal
Year ($) Aggregate
Earnings (Loss)
in Last Fiscal
Year ($)(2) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at
12/31/15 ($)(3) Deferred Compensation Plans — — (247,199 ) 18,888 23,217,052
Deferred Compensation Plans
125,000
—
(17,595
)
—
276,335
Deferred Compensation Plans
1,720,990
—
(70,962
)
—
29,777,268
Deferred Compensation Plans
—
—
—
—
—
Deferred Compensation Plans
—
—
337,608
—
6,062,267 (1)Reflects the following amounts for each of the Named Executive Officers which are reported as compensation to such Named Executive Officer in the Summary Compensation Table for 2015: Mr. Roth, $0; Mr. Theriot, $125,000; Mr. Greenbaum, $1,720,990; Mr. Franco, $0; and Mr. Macnow, $0. These amounts represent the deferred portion for each of such Named Executive Officer's annual salary and/or applicable bonus.(2)Contributions to the Vornado Realty Trust Non-Qualified Deferred Compensation Plans are credited with earnings based on the rate of return of various "benchmark funds" selected by the individual, some of which are based on the performance of the Company's securities. A description of these plans is provided under "Compensation Discussion and Analysis—Nonqualified Deferred Compensation Plans."(3)All amounts contributed by a Named Executive Officer in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he was a Named Executive Officer in such year for the purposes of the SEC's executive compensation disclosure rules. 60 44 VORNADO REALTY TRUST 20162024 PROXY STATEMENT EMPLOYMENT CONTRACTSStephen W. TheriotTheriot entered intoRoth, our Chairman and CEO, does not have an employment agreement. The employment agreements of each of our other Named Executive Officers is described below.with us, dated as of June 1, 2013, pursuant tosince September 24, 2010, which he serves as our Chief Financial Officer. His employment agreement provides that the term of his employment is "at will"was amended and can be terminated by either party on 60 days' notice. Mr. Theriot's employment agreement provides that his base salary will be not less than $1,000,000 per year and, if increased, will not be reduced. Mr. Theriot's employment agreement provides that he will be entitled to participate at a level commensurate with his position in any short- and long-term compensation payable to other senior executives of the Company.The agreement also provides that, if Mr. Theriot's employment is terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, relocation of the Company's principal executive offices or the failure of the Company to comply with the terms of the agreement), he will receive a lump-sum payment of the sum of (i) his annual base compensation plus (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination. The agreement further provides that, if Mr. Theriot's employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of Mr. Theriot's salary will cease.David R. GreenbaumMr. Greenbaum has an employment agreement that commenced on April 15, 1997 pursuant to which he serves as President—New York Division. The employment agreement provides that, commencing on April 30, 2000, and on each April 30 thereafter, the employment term shall automatically be extended for one additional year unless either the Company or Mr. Greenbaum gives written notice not to extend the agreement, at least 90 days before such date. The employment agreement provides that Mr. Greenbaum's base salary shall not be reduced during the term of the agreement. Mr. Greenbaum's current annual base salary is $1,000,000. Mr. Greenbaum's employment agreement provides that he will be entitled to participate at a level commensurate with his position in any equity and/or incentive compensation payable to senior executives of the Company. In accordance with the terms of his employment agreement, he has also been given the use of a Company car and driver.The agreement also provides that if Mr. Greenbaum's employment is terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, change in control of the Company, relocation of the New York Division's principal executive offices, the failure of the Company to comply with the terms of the agreement or the failure of the Company to renew the agreement upon expiration), Mr. Greenbaum will receive (a) a lump-sum payment of three times the sum of (i) his annual base compensation and (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination and (b) continued provision of benefits to him and his family for three years. The agreement further provides that if his employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.Michael J. FrancoMr. Franco renewed his employment agreement with the Companyrestated as of January 10, 2014 pursuant to which he currently serves as Executive Vice President—Chief Investment Officer. Mr. Franco's employment agreement provides for an initial four-year term with automatic renewals unless either party gives written notice not to extend the agreement 120 days prior to its scheduled termination date. Under this agreement, Mr. Franco'sFranco serves as President and, effective December 31, 2020, also as Chief Financial Officer. Mr. Franco’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. During his employment, Mr. Franco will be entitled to receive an annual bonus, determined at the discretion of 2016 PROXY STATEMENTVORNADO REALTY TRUST45 entering into the employment agreement, Mr. Franco received an initial equity grant of $3,000,000 of restricted units. These units vest ratably over three years from the date of grant. At the end of such three-year period, the Company agreed to request that the Compensation Committee grant to Mr. Franco an additional $2,000,000 of restricted units which will vest on January 9, 2018. If such additional grant is not made, or if the initial grant is accelerated for any reason, the Company will pay to Mr. Franco $2,000,000 in cash in lieu of such additional grant. Upon any termination of Mr. Franco'sFranco’s employment for good reason or by the Company without cause, Mr. Franco will be entitled to (a) a severance payment equal to one times his annual salary and average bonus over the last two years; and (b) accelerated vesting of all then-unvested equity awards (other than unearned OPP Units)Units and the June 2023 Awards, which will be governed by their terms) made by the Company to Mr. Franco. Mr. Franco is also entitled to a car allowance of $1,000 per month. The agreement further provides that if his employment is terminated for cause (as defined in the agreement to include conviction of, or pleas of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.Joseph MacnowMacnow has hadChera entered into an employment agreement with us, dated as of April 19, 2019, pursuant to which he joined the Company since November 21, 1980. Mr. Macnow currently serves as Executive Vice President—Finance and Chief Administrative Officer pursuant to his Amended and Restated Employment Agreement, dated asHead of July 27, 2006. ThisRetail. Mr. Chera’s employment agreement provides that on each December 31 the employmentfor an initial four-year term shall automatically be extended for one additional yearwith automatic renewals unless either the Company or Mr. Macnowparty gives written notice not to extend the agreement 90120 days before suchprior to its scheduled termination date. Mr. Macnow'sChera’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. During his employment, Mr. Macnow's employment agreement provides that heChera will be entitled to participatereceive an annual bonus, determined at a level commensurate with his position in any equity compensation payable to senior executivesthe discretion of the Company. In accordanceCompany with the termsan annual target of his$1,500,000. Upon any termination of Mr. Chera’s employment agreement, Mr. Macnow has also been provided with a car and driver.The agreement also provides that, if Mr. Macnow's employment is terminated by the Company without cause, or by himMr. Chera for good reason, (as defined in(in the agreementcase of Clause (b) below only) due to include, among other things,death or disability, or (in the case of clause (b) below only) by Mr. Chera (with or without good reason) following a change in control, Mr. Chera will be entitled to (a) a severance payment equal to two times his responsibilities,annual salary and average bonus over the last two years; (b) accelerated vesting of all then-unvested equity awards (other than the June 2023 Awards which will be governed by their terms); (c) up to 18 months of COBRA coverage; and (d) 24 months of Company-provided life insurance. Mr. Chera is also entitled to a car and driver.the Company, relocation of the Company's principal executive offices, the failure ofall then-unvested equity awards made by the Company to comply withMr. Langer (other than the termsJune 2023 Awards which will be governed by their terms), (c) up to 18 months of the agreement or the failureCOBRA coverage, and (d) 24 months of the Company to renew the agreement upon expiration), he will receive: (a) a lump-sum payment of three times the sum (not to exceed $3.3 million, in the aggregate) of (i) his annual base compensation plus (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination; (b) immediate vesting in any equity awards granted to him by the Board; and (c) continued provision of benefits to him and his family for three years. The agreement further provides that, if Mr. Macnow's employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.Other Named Executive OfficersMr. Roth (our Chairman and CEO) does not have an employment agreement.Company-provided life insurance. 46 VORNADO REALTY TRUST 2016 PROXY STATEMENT 61 2024 PROXY STATEMENT 62 VORNADO REALTY TRUST SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS 2024 PROXY STATEMENT Theriot, Greenbaum, Franco, Chera, Langer and Macnow haveWeiss has an employment agreements that provideagreement, each of which is negotiated on a case-by-case basis and provides for certain payments in the event of a termination of employment, including one followingas discussed above. We believe that our current severance provisions appropriately achieve the benefits of ensuring the dedication of employees in connection with a change of control. Neither Mr. Roth nor any of our Trustees has an employment agreement or other individual severance arrangement.arrangement, however Mr. Roth is eligible for severance under the Company’s broad-based severance program with severance calculated as two weeks of salary and average bonus for each year of service. Our omnibus share plans,Omnibus Plans, which govern all of our equity-based awards and the related forms of equity award agreements, provide that annual equity awards do not vest automatically upon a change of control. In addition, our deferred compensation plans provide that all applicable deferred compensation is paid out to an executive or Trustee upon his or her departure from the Company. The Company does not maintain a retirement plan other than a 401(k) plan. In addition, upon the death or disability of an executive, that executive, or his or her estate, may be entitled to insurance benefits under policies with third parties maintained by us.Our employment agreements are negotiated on a case-by-case basis. As discussed under "Compensation Discussion and Analysis," we believe that in certain circumstances such agreements are in the best interests of the Company and our shareholders to ensure the continued dedication of such employees, notwithstanding the possibility, threat or occurrence of a change of control. Generally, our agreements govern severance payments under the following circumstances: (1) termination of the employee for "cause"; (2) termination by the employee for "good reason" (such as breach of the employment agreement by the Company or, in certain cases, if a change of control occurs and the employee then decides to terminate his employment) or by the Company without "cause"; (3) termination following a disability; (4) termination due to death; and (5) in certain cases, termination upon retirement after the employee reaches the age of 65. Reference should be made to the actual employment agreements for the specific terms. Generally, however, on any termination, the applicable executive officer will receive his accrued and unpaid salary and other benefits until the date of termination. For "cause" terminations by the Company, the employee will not receive any additional payment. If the employee terminates his employment for "good reason" or the Company terminates the employment without "cause," the employee typically receives an additional payment (or payments over a specified period) that may vary from one year of salary and bonus to up to three years of salary and bonus. Generally, cash payments are in a lump sum other than in the case of termination on disability or death when the costs of benefits may be paid for a period of one to three years (depending upon the applicable executive's agreement). For terminations due to disability or death, an executive who has this provision in the applicable agreement typically receives between one year of salary or bonus and three years of salary. In certain cases, the employment agreements also provide for continued benefits for specified periods. None of our Named Executive Officers who has an employment agreement is currently eligible for retirement as provided in that agreement. Historically, severance payments following a change of control under employment agreements for our Named Executive Officers were generally "single trigger," meaning that the change of control must occur and be followed by any termination of employment (for whatever reason) in order for there to be a payment. We believe that our current severance provisions appropriately achieve the benefits of ensuring the dedication of employees in connection with a change of control without providing for an automatic payment under the employment agreement for a change of control.omnibus share plans. Generally, upon terminations of employment, no unvested awards are accelerated but employees are entitled to keep awards that have already vested if they exercise options or similar awards within specified periods after termination. In Mr. Franco's case, however, hisOmnibus Plans and the employee’s employment agreement, provides that on a termination by the Company without cause or by Mr. Franco with good reason, his unvested equity awards (other than unearned OPP Units) then vest.as applicable. Our forms of award agreements for annual equity awards provide that unvested equity awards vest following a change of control only if the applicable employee'semployee’s employment is terminated by the Company without "cause"“cause” or by such employee with "good“good reason."” We believe these vesting provisions for equity awards following a change of control are appropriate due to the change in the nature of the form of award caused by a change of control. In the case of retirement after the age of 65, options (but no other equity-based award) automatically vest.vest and OPP Units and LTPP Units continue to vest on their original schedule subject to the applicable performance conditions. Beginning with awards granted in 2019, in the case of retirement (as defined above), Performance Conditioned AO LTIP Units (excluding those granted in June 2023), restricted shares and restricted units (excluding those granted in June 2023) continue to vest on their original schedule (subject to performance conditions, as applicable). In the case of a termination due to disability, options, andPerformance Conditioned AO LTIP Units (excluding those granted in June 2023), OPP Units vestand LTPP Units remain outstanding subject to actual performance, and in the case of death, allcertain equity awards vest.
Our June 2023 restricted unit and Performance AO LTIP Unit award agreements provide that upon retirement, death, disability, resignation for good reason or termination without cause, the following vesting provisions apply: 2016 PROXY STATEMENTVORNADO REALTY TRUST47 2015.2023. In calculating the value of equity-based awards, the presentation uses a price per Share of $99.96,$28.25, the closing price of our Shares on the New York Stock ExchangeNYSE on the last trading day in 2015.2023. In addition, in estimating bonuses payable for the calculation of severance payments, we have used the actual annual bonuses paid in 20162024 for 2015 performance (including, for these presentation purposes only, the value of all restricted units granted as a bonus in the first quarter of 2016).2023 performance. The actual amounts that would be paid on any termination of employment can only be determined at the time of any actual separation from the Company.Steven Roth(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — — — — — — — — — — — — — — — — — — — — — 10,700,818 — 9,317,472 — 9,317,472 9,317,472 9,317,472 9,317,472 — — — — — — 9,317,472 — 9,317,472 9,317,472 20,018,290 9,317,472 Stephen W. Theriot(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — — — — — — — 1,500,000 — — — — — — — — — — — — — 755,598 — — — — — — — — — 1,500,000 — 755,598 — 48 VORNADO REALTY TRUST 2016 PROXY STATEMENT 63 Michael J. Franco(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — — — — — — — 2,500,000 — — — — — — — — — — — 6,841,262 6,841,262 6,841,262 — — — 1,694,022 1,694,022 1,694,022 1,694,022 — — — — — — — — 11,035,284 8,535,284 8,535,284 1,694,022 David R. Greenbaum(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — 1,800,000 1,800,000 1,800,000 1,800,000 — — 8,400,000 8,400,000 1,000,000 — — — — — — — — — — — 5,267,992 — 1,919,932 — 1,919,932 1,919,932 1,919,932 1,919,932 — — 173,481 173,481 23,800 173,481 1,919,932 — 12,293,413 12,293,413 10,011,724 3,893,413 2024 PROXY STATEMENT Payments on
Termination
Termination on
Retirement(1) Involuntary
For-Cause
Termination
Not-For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance(3) — — 4,206,731 — — — Unvested Options(4) 17,718,467 — 17,718,467 17,718,467 17,718,467 17,718,467 Unvested Restricted Units 13,932,160 — 13,932,160 13,932,160 13,932,160 13,932,160 Unvested OPP Units(5) — — — — — — Unvested LTPP Units(6) 12,079,389 — 12,079,389 12,079,389 12,079,389 12,079,389 Benefits Continuation — — — — — — Accrued Vacation — — — — — — Total 43,730,016 — 47,936,747 43,730,016 43,730,016 43,730,016 Payments on
Termination
Termination on
Retirement(1) Involuntary
For-Cause
Termination
Not-For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 2,500,000 — — — Unvested Options(4) — — 13,162,290 13,162,290 13,162,290 13,162,290 Unvested Restricted Units — — 6,197,768 6,197,768 6,197,768 6,197,768 Unvested OPP Units(5) — — — — — — Unvested LTPP Units(6) — — 3,552,186 3,552,186 3,552,186 3,552,186 Benefits Continuation — — — — — — Accrued Vacation 161,538 161,538 161,538 161,538 161,538 161,538 Total 161,538 161,538 25,573,781 23,073,781 23,073,781 23,073,781 64 2016 PROXY STATEMENT VORNADO REALTY TRUST 2024 PROXY STATEMENT 49 Payments on
Termination
Termination on
Retirement(1) Involuntary
For-Cause
Termination
Not-For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 5,000,000 — — — Unvested Options(4) — — 6,749,892 6,749,892 6,749,892 6,749,892 Unvested Restricted Units — — 2,659,552 2,659,552 2,659,552 2,659,552 Unvested OPP Units(5) — — — — — — Unvested LTPP Units(6) — — 1,134,287 1,134,287 1,134,287 1,134,287 Benefits Continuation(7) — — 1,867 1,867 — — Accrued Vacation — — — — — — Total — — 15,545,599 10,545,599 10,543,731 10,543,731 Payments on
Termination
Termination on
Retirement(1) Involuntary
For-Cause
Termination
Not-For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 5,000,000 — — — Unvested Options(4) — — 10,124,838 10,124,838 10,124,838 10,124,838 Unvested Restricted Units — — 4,430,122 4,430,122 4,430,122 4,430,122 Unvested OPP Units(5) — — — — — — Unvested LTPP Units(6) — — 2,855,283 2,855,283 2,855,283 2,855,283 Benefits Continuation(7) — — 27,393 27,393 — — Accrued Vacation 130,769 130,769 130,769 130,769 130,769 130,769 Total 130,769 130,769 22,568,405 17,568,405 17,541,012 17,541,012 VORNADO REALTY TRUST 65 2024 PROXY STATEMENT Joseph Macnow(amounts in dollars)
Payments on
Termination
Termination on
Retirement(1) Involuntary
For-Cause
Termination
Not-For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 5,000,000 — — — Unvested Options(4) — — 10,124,838 10,124,838 10,124,838 10,124,838 Unvested Restricted Units — — 4,834,860 4,834,860 4,834,860 4,834,860 Unvested OPP Units(5) — — — — — — Unvested LTPP Units(6) — — 3,292,639 3,292,639 3,292,639 3,292,639 Benefits Continuation(7) — — 25,095 25,095 — — Accrued Vacation 30,769 30,769 30,769 30,769 30,769 30,769 Total 30,769 30,769 23,308,200 18,308,200 18,283,105 18,283,105 (1)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability 1,500,000 — 1,500,000 1,500,000 1,500,000 1,500,000 — — 3,300,000 3,300,000 — — — — — — — — — — 4,965,714 4,965,714 4,965,714 4,965,714 1,694,022 1,694,022 1,694,022 1,694,022 1,694,022 — — 454,695 454,695 13,800 454,695 3,194,022 — 11,914,431 11,914,431 8,173,536 8,614,431 (1)or are over 60 and have 20 years of service withfor all equity awards other than those granted in June 2023 for which the Company. Each of Messrs.retirement age is 75. Mr. Roth Greenbaum and Macnow would have qualified for retirement at December 31, 2015.2023. Except as otherwise provided in these tables, no payments are due upon any other voluntary termination prior to retirement. 66 50 VORNADO REALTY TRUST 2024 PROXY STATEMENT Year
(a)
Compensation
Table Total
for PEO
($)
(b)
Actually Paid
to PEO
($)
(c)
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
(d)
Compensation
Actually Paid
to Non-PEO
NEOs
($)
(e) Value of Initial Fixed
$100 Investment
Based on: Net
Income
(loss)
($ Millions)
(h) FFO, as
adjusted,
per Share
(i)
Shareholder
Return
(VNO TSR)
($)
(f)
group TSR
(NAREIT
ALL Equity
Index TSR)
($)
(g) 2023 26,843,514 62,897,417 13,923,495 30,208,873 52 112 33 2.61 2022 9,929,707 (4,862,908) 4,300,083 (829,591) 37 101 (383) 3.15 2021 9,763,351 13,365,756 3,853,014 5,479,626 70 134 208 2.86 2020 11,047,233 2,225,040 7,898,162 4,063,450 60 95 (462) 2.62 2016 PROXY STATEMENT VORNADO REALTY TRUST 67 2024 PROXY STATEMENT Year 2020 2021 2022 2023 CEO S. Roth S. Roth S. Roth S. Roth SCT Total Compensation ($) 11,047,233 9,763,351 9,929,707 26,843,514 Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) (10,669,189) (9,251,060) (7,908,798) (21,799,562) Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) 9,242,062 10,661,601 3,339,202 50,073,881 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) (7,815,409) 1,140,656 (11,209,625) 7,461,253 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) (400,780) 484,990 413,928 (116,897) Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) — (54,741) — (36,722) Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) — — — — Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) — — — — Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year 821,123 620,959 572,678 471,950 Compensation Actually Paid ($) 2,225,040 13,365,756 (4,862,908) 62,897,417
2021: Michael J. Franco, Haim Chera, Barry S. Langer and Glen J. Weiss
2022: Michael J. Franco, Haim Chera, Barry S. Langer and Glen J. Weiss
2023: Michael J. Franco, Haim Chera, Barry S. Langer and Glen J. Weiss 68 VORNADO REALTY TRUST 2024 PROXY STATEMENT Year
Average
Average
Average
Average SCT Total Compensation ($) 7,898,162 3,853,014 4,300,083 13,923,495 Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) (3,599,693) (1,278,192) (1,613,244) (10,123,564) Plus: Fair Value for Stock and Option Awards Granted
in the Covered Year ($) 2,968,413 1,569,816 494,457 25,282,730 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) (2,607,245) 936,521 (3,981,631) 1,435,782 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) (931,594) 36,766 (355,524) (480,325) Less: Fair Value of Stock and Option Awards Forfeited
during the Covered Year ($) — (6,486) — (7,729) Less: Aggregate Change in Actuarial Present Value of
Accumulated Benefit Under Pension Plans ($) — — — — Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) — — — — Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year 335,407 368,187 326,268 178,484 Compensation Actually Paid ($) 4,063,450 5,479,626 (829,591) 30,208,873 70 VORNADO REALTY TRUST 2024 PROXY STATEMENT Measure Nature Absolute TSR (used in LTPP) Financial measure Relative TSR (used in LTPP) Financial measure FFO, as adjusted, per Share (used in 2023 Annual Incentive Plan and LTPP) Financial measure Environmental, Social and Governance progress (used in LTPP) Non-financial measure VORNADO REALTY TRUST 71 2024 PROXY STATEMENT Median Employee total annual compensation $ 81,469 Median Employee (excluding BMS Employees) total annual compensation $ 205,547 Mr. Roth (“PEO”) total annual compensation $ 26,843,514 Ratio of PEO to Median Employee Compensation 330:1 Ratio of PEO to Median Employee Compensation (excluding BMS Employees) 131:1 72 VORNADO REALTY TRUST 2024 PROXY STATEMENT 2015,2023, Mr. Roth received no compensation for his service as a Trustee. Non-management members of the Board of Trustees are compensated as follows: (1) each such member receives an annual cash retainer equal to $75,000; (2) each such member receives an annual grant of restricted shares or restricted units with a value equal to $125,000$175,000 (not to be sold while such member is a Trustee, except in certain circumstances); (3) the Lead Independent Trustee receives an additional annual cash retainer of $75,000; (4) the Audit Committee ChairmanChair receives an additional annual cash retainer of $50,000 and other Audit Committee members each receive an annual cash retainer of $25,000; and (4)(5) the ChairmanChair and members of all other committees (other than the Executive Committee) each receive an additional annual cash retainer of $10,000$30,000 and $5,000, respectively.20152023 for the non-management members of our Board.Name Fees Earned or
Paid in Cash ($) Share/Unit
Awards ($)(1) Other
Compensation($) Total ($) Candace K. Beinecke 180,000 137,553 — 317,553 Michael D. Fascitelli 75,000 137,553 209,151(2) 421,704 Beatrice Hamza Bassey 105,000 137,553 — 242,553 William W. Helman IV 85,000 137,553 — 222,553 David M. Mandelbaum 75,000 137,553 — 212,553 Mandakini Puri 130,000 137,553 — 267,553 Daniel R. Tisch 130,000 137,553 — 267,553 Raymond J. McGuire 79,465 137,553 — 217,018 Russell B. Wight, Jr. 75,000 137,553 — 212,553 (1)Name Fees Earned or
Paid in Cash ($) Share/Unit
Awards ($)(1) Total ($) 105,000 97,502 202,502 75,000 95,001 170,001 100,000 97,502 197,502 105,000 96,258 201,258 80,000 96,258 176,258 105,000 96,258 201,258 130,000 97,502 227,502 80,000 95,001 175,001 (1)2015.2023. The grant date fair value is the amount we would expense in our consolidated financial statements over the award'saward’s anticipated vesting schedule. These amounts differ from that set forth in the first introductory paragraph above as that amount is based on the market price for our Shares on the date of grant. For additional information on our value assumptions, refer to footnote 1412 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20152023 as filed with the SEC. Dividends are paid on both the vested and unvested portion of Restricted Sharerestricted share and Restricted Unitrestricted unit awards. For information concerning the aggregate equity awarded to non-management Trustees under our omnibus share plans,Omnibus Plans, see Note 87 to the Principal Security Holders table. consisting of Dr. West and Messrs. Lynne and Tisch, grants awards under the Company's omnibus share plansCompany’s Omnibus Plans and makes all other executive compensation determinations. Mr. Roth is the only officer or employee of the Company who is also a member of the Board. There are no interlocking relationships involving the Board which require disclosure under the executive compensation rules of the SEC. 2016 PROXY STATEMENT VORNADO REALTY TRUST 51 73 2024 PROXY STATEMENT person'sperson’s interest in the transaction; (2) the material terms of the transaction; (3) the importance of the transaction to the related person; (4) the importance of the transaction to the Company; (5) whether the transaction would impair the judgment of a Trustee or executive officer to act in the best interest of the Company; and (6) any other matters these committees deem appropriate.21, 2016,25, 2024, Interstate and its partners collectively beneficially owned approximately 7% of our outstanding Shares and approximately 26% of Alexander'sAlexander’s outstanding common stock. Interstate is a general partnership in which Steven Roth, David M. Mandelbaum and Russell B. Wight, Jr. are the partners. Mr. Roth is Chairman of the Board and CEOChief Executive Officer of the Company, the Managing General Partner of Interstate, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander's.Alexander’s. Messrs. Mandelbaum and Wight are Trustees of the Company and also directors of Alexander's.days'days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the terms are fair to us. We earned $541,000$206,000 in management fees under the agreement for the year ended December 31, 2015.Alexander's21, 2016,25, 2024, Interstate and its three general partners—Steven Roth (Chairman of the Board and CEOChief Executive Officer of the Company and Chairman of the Board of Directors and Chief Executive Officer of Alexander's)Alexander’s), David M. Mandelbaum (a Trustee of the Company and director of Alexander's)Alexander’s) and Russell B. Wight, Jr. (a Trustee of the Company and director of Alexander's)Alexander’s)—beneficially owned approximately 7% of our outstanding Shares and approximately 26% of Alexander'sAlexander’s outstanding common stock. The Company beneficially owns approximately 32% of the outstanding common stock of Alexander's. Stephen W. Theriot,Alexander’s. Ms. Puri, our Chief Financial Officer, is the Assistant Treasurertrustee, also serves as a director of Alexander's.and develop Alexander'sAlexander’s properties pursuant to the agreements described below, which expire in March of each year and renew automatically. 52VORNADO REALTY TRUST2016 PROXY STATEMENT Alexander's,Alexander’s, we receive an annual fee for managing Alexander'sAlexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $289,000,$365,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.Alexander'sAlexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through the twentieth year of a lease term, and 1% of rent 74 VORNADO REALTY TRUST 2024 PROXY STATEMENT Alexander'sAlexander’s tenants. In the event that third-party real estate brokers are used, our leasing fee increases by 1% and we are responsible for the fees to the third-party real estate brokers. We are also entitled to a commission upon the sale of any of Alexander'sAlexander’s assets of 3% of gross proceeds, as defined, for asset sales of less than $50,000,000, or 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more. Building Maintenance Services ("BMS"), BMS, our wholly-owned subsidiary, supervises (i) the cleaning, engineering and security services at Alexander'sAlexander’s 731 Lexington Avenue property and (ii) security services at Alexander'sAlexander’s Rego Park I, Rego Park II properties and The Alexander apartment tower. In addition, our subsidiary manages the parking garages at Alexander’s Rego Park I and Rego Park II properties.2015, Alexander's2023, Alexander’s incurred $2,800,000 in management fees, $2,435,000 in development fees, $2,950,000$1,213,000 in leasing fees and $3,641,000$6,005,000 for property management and other fees under its agreements with the Company and/or BMS.2015, Alexander's2023, Alexander’s owed the Company (i) $5,795,000 for development fees, (ii) $283,000$646,000 for management, property management, and cleaning, engineering and security fees, and (iii) $2,473,000(ii) $69,000 for leasing fees.2067.2067, assuming all renewal options are exercised. The lessor under the ground lease is a limited liability company that is owned by several members, some of which include trusts for the benefit of the family of Mr. David M. Mandelbaum (one of our Trustees), his children, his brother, his sister and his sister'ssister’s family. Mr. Mandelbaum has no voting or pecuniary interest in these trusts or in the ground lease. The underlying fee property was purchased by the parents of Mr. Mandelbaum in 1961 and placed into trusts at that time for the benefit of their children and grandchildren. Since 1961, this property has been owned 20% by these trusts and, when the trusts expired, descendants of Mr. Mandelbaum'sMandelbaum’s parents. The remaining 80% of the limited liability company is owned by two unrelated families. One family owns 55% of the limited liability company and is its managing member. Mr. Mandelbaum'sMandelbaum’s personal interest in the property is an indirect 2.66% interest. We acquired the building at 888 Seventh Avenue (and the tenant'stenant’s interest under the ground lease) from an unrelated party in 1998. The limited liability company owning the ground receives under the ground lease an aggregate payment of $3,350,000 aper year in rent.On December 28, 2010, the Company acquiredMandelbaum'sM. Mandelbaum’s family or trusts for their benefit. The rent on the ground lease in 20152023 was $3,370,607$5,345,640 and increases atby the greater of CPI or 6% per year. DavidMr. Mandelbaum has no direct voting or pecuniary interest in these trusts or in the ground lease.On February 11, 2016, Mr. Mandelbaum and his brother each entered into a contract to purchase an apartment at our project at 220 Central Park South. The price agreed to be paid by Mr. Mandelbaum was $23,571,000 (and he made a deposit of $3,535,650) and by his brother was $16,247,500 (with a deposit of $2,437,125). These purchase terms are no more or less favorable to the Company or Mr. Mandelbaum than those entered into by other purchasers at 220 Central Park South. 2016 PROXY STATEMENTVORNADO REALTY TRUST53 Charles E. Smith Management LLC, which is owned by Mr. Kogod, one of our Trustees, and his family members, leases space in our Crystal City location. During 2015, this company paid to us rent of $645,012. This entity is not affiliated with the Company. Mr. Kogod and his spouse each own a 25% interest in this entity.MDF Capital LLC, which is owned by Mr. Fascitelli, one of our Trustees, leases space at our building at 888 Seventh Avenue in New York City. During 2015, MDF Capital paid $239,445 of rent to the Company for this space.Michael D. Fascitelli, a Trustee, serves as a member of the Board of Commissioners of The Port Authority of New York and New Jersey. Mr. Fascitelli receives no compensation for his service as a member of the Board of Commissioners. The Company does business with the Port Authority of New York and New Jersey from time to time.also servesserved as a member of the Board of Trustees of Urban Edge Properties, a former affiliate of the Company until its 2023 annual meeting, and, until May 2021, Mr. Roth also served as Chairman of the Board of Directors of JBG Smith Properties, a former affiliate of the Company.2015,2023, the Company reimbursed a company owned by Mr. Roth $232,305$280,175 for the use, for Company-business purposes, of an airplane owned by such company.During 2015, In 2023, the Company made an additional payment of $339,492 to the company owned by Mr. Roth in respect of use of such airplane by Mr. Chera during 2023 for Mr. Chera’s personal use to provide transportation to receive medical treatments.affiliatedcontrolled by Mr. Chera’s family. Crown has a nominal minority interest in our Manhattan High Street and Times Square JV. Crown also has an approximately 10% interest in our 697-703 Fifth Avenue property. Additionally, we have other investments with Mr. Roth's wife, Daryl Roth Productions, paid to us $416,000 in connection with fair market leases of signage space from us.In addition, in 2015 Daryl Roth Productions entered into a lease for space at our building at 888 Seventh Avenue. The lease commenced on January 1, 2016 and provides for rent at market terms.Other Transactions or Relationships Considered in Determining Trustee IndependenceDaniel R. Tisch, a Trustee, is also a member of the Board of New York University. New York University (or an affiliate thereof) is a tenant at our property at One Park Avenue in New York City. Mr. Tisch was in no way affiliated with such relationship nor does he receive any compensation in connection with such relationship.Crown. 54 VORNADO REALTY TRUST 2016 PROXY STATEMENT 75 2024 PROXY STATEMENT Committee'sCommittee’s purposes are toto: (i) assist the Board of Trustees (the "Board“Board of Trustees"Trustees” or the "Board"“Board”) of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"“Company”), in its oversight of (a) the integrity of the Company'sCompany’s financial statements, (b) the Company'sCompany’s compliance with legal and regulatory requirements, (c) the qualifications and independence of the Company'sCompany’s independent registered public accounting firm, and (d) the performance of the Company'sCompany’s independent registered public accounting firm and the Company'sCompany’s internal audit function; and (ii) prepare an Audit Committee report as required by the Securities and Exchange Commission (the "SEC"“SEC”) for inclusion in the Company'sCompany’s annual proxy statement. The function of the Audit Committee is oversight. The Board of Trustees, in its business judgment and upon the recommendation of the Corporate Governance and Nominating Committee of the Board, has determined that all members of the Audit Committee are "independent,"“independent,” as required by applicable listing standards of the New York Stock Exchange (the "NYSE"“NYSE”), as currently in effect, and in accordance with the rules and regulations promulgated by the SEC. The Board of Trustees has also determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE and that each of Dr. WestMs. Puri and Mr. Tisch is an "audit“audit committee financial expert"expert” within the meaning of the rules of the SEC. The Audit Committee operates pursuant to an Audit Committee Charter.Company'sCompany’s financial statements and for the establishment and effectiveness of internal control over financial reporting, and 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, Deloitte & Touche LLP, is responsible for planning and carrying out a proper audit of the Company'sCompany’s annual financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles and auditing the effectiveness of internal control over financial reporting.RulesRule 3526,Communication with Audit Committees Concerning Independence. The.The Audit Committee has also discussed with the independent registered public accounting firm its independence. The independent registered public accounting firm has free access to the Audit Committee to discuss any matters the firm deems appropriate.2015,2023, the Audit Committee recommended to the Board of Trustees that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015.Committee'sCommittee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee'sCommittee’s considerations and discussions referred to above do not assure that the audit of the Company'sCompany’s consolidated financial statements has been carried out in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States),PCAOB, that the consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that Deloitte & Touche LLP is in fact "independent"“independent” or the effectiveness of the Company'sCompany’s internal controls.
MANDAKINI PURI
DANIEL R. TISCH 76 2016 PROXY STATEMENT VORNADO REALTY TRUST 55 2024 PROXY STATEMENT "Deloitte Entities"“Deloitte Entities”) have been the Company'sCompany’s independent registered public accounting firm since 1976. The Audit Committee selected Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2015 as a result of a process by which the Audit Committee and management solicited and received proposals from and met with and interviewed several other independent registered public accounting firms. The Audit Committee initiated this process after consultation with management because it determined that there were possible benefits to be considered with regard to cost, audit firm independence and obtaining a fresh look at the Company's financial accounting and internal controls processes. This process was not related to the quality of services provided by the Deloitte Entities. After consideration of each of the proposals, the Audit Committee retained the Deloitte Entities as the Company's independent registered public accounting firm and has determined to continue that retention for 2015.2024. Among other matters, the Audit Committee concluded that current requirements for audit partner rotation, limitation of services and other regulations affecting the audit engagement process substantially assist in supporting auditor independence. As a matter of good corporate governance, the Audit Committee has determined to submit its selection to shareholders for ratification. In the event that this selection of an independent registered public accounting firm is not ratified by the affirmative vote of a majority of the votes cast on the proposal, the Audit Committee will review its future selection of an independent registered public accounting firm but will retain all rights of selection.20152023 and 2014,2022, for professional services rendered for the audits of the Company'sCompany’s annual consolidated financial statements included in the Company'sCompany’s Annual Reports on Form 10-K, for the reviews of the consolidated interim financial statements included in the Company'sCompany’s Quarterly Reports on Form 10-Q and reviews of other filings or registration statements under the Securities Act of 1933, as amended, and Securities Exchange Act of 1934 during those fiscal years were $3,998,000$2,854,000 and $4,386,000,$2,779,000, respectively.20152023 and 20142022 for professional services rendered that are related to the performance of the audits or reviews of the Company'sCompany’s consolidated financial statements which are not reported above under "Audit Fees"“Audit Fees” were $2,991,000$1,322,000 and $4,386,000 (including $1,565,000 for work performed in connection with the spin-off of Urban Edge Properties),$1,578,000, respectively. "Audit-Related Fees"“Audit-Related Fees” generally includeincludes fees for stand-alone audits of subsidiaries and due diligence associated with mergers/acquisitions.20152023 and 20142022 for professional services rendered for tax compliance, tax advice and tax planning were $1,798,000$1,168,000 and $1,045,000,$1,284,000, respectively. "Tax Fees"“Tax Fees” generally include fees for tax consultations regarding return preparation and REIT tax law compliance. 56VORNADO REALTY TRUST2016 PROXY STATEMENT "Audit“Audit Fees," "Audit-Related Fees"” “Audit-Related Fees” and "Tax“Tax Fees,"” there were no other fees billed by the Deloitte Entities for the years ended December 31, 20152023 and 2014.Pre-approval2022."Audit Fees"“Audit Fees” before the provision of those services commences. For all other services, the Audit Committee has detailed policies and procedures pursuant to which it has pre-approved the use of the Deloitte Entities for specific services for which the Audit Committee has set an aggregate quarterly limit of $250,000 on the amount of other services that the Deloitte Entities can provide the Company. Any services not specified that exceed the quarterly limit, or which would cause the amount of total other services provided by the Deloitte Entities to exceed the quarterly limit, must be approved by the Audit Committee Chairman before the provision of such services commences. The Audit Committee also requires VORNADO REALTY TRUST 77 2024 PROXY STATEMENT "FOR"“FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for 2016. 78 2016 PROXY STATEMENT VORNADO REALTY TRUST 57 PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE COMPANY'S DECLARATION OF TRUST TO ELIMINATE THE CLASSIFICATION OF THE COMPANY'S BOARD OF TRUSTEESSection 2.2 of the Company's Declaration of Trust (the "Declaration") provides for the classification of the Company's Board into three classes, with the Trustees of one class being elected every year to serve until the third succeeding annual meeting and until their successors are duly elected and qualify. In March 2016, the Board deemed advisable and approved an amendment to the Declaration that would eliminate the classification of the Board over a three-year period (the "Amendment") and directed that the Amendment be submitted for consideration and to be voted upon by the Company's shareholders at this annual meeting. The text of the Amendment is attached as Annex B to this Proxy Statement.In advance of this annual meeting, the Corporate Governance and Nominating Committee of the Board (comprised entirely of independent Trustees) as well as the full Board reviewed and reconsidered the arguments both for and against a classified board of trustees, many of which have been set forth in previous proxy statements in connection with non-binding shareholder declassification proposals, as well as other factors, including the results of the votes upon such shareholder proposals. In addition, we engaged in an extensive shareholder outreach effort to discuss governance matters, including our Board classification. Arguments for eliminating the classification of a board of trustees include that it could have the effect of increasing trustee accountability, it would give shareholders the opportunity to express their views on the performance of each trustee annually, it is responsive to our shareholders and the annual election of directors has become the norm for S&P 500 companies. Arguments against eliminating the classification of a board of trustees include that classified three-year terms for trustees can be consistent with and supportive of a company's long-term business and investment strategy and that a classified board structure can help to safeguard against coercive attempts to acquire control over a company. After careful consideration, the Corporate Governance and Nominating Committee recommended to the Board that, although there continue to be strong arguments in favor of continuing a classified board, it was advisable to amend the Declaration to eliminate the classification of the Board. The Board considered carefully the recommendation of the Corporate Governance and Nominating Committee as well as the reasons for that recommendation and determined that it was advisable to amend the Declaration to eliminate the classification of the Board.If the Amendment is approved by the Company's shareholders, then the Company will file Articles of Amendment to the Declaration containing the amendment text set forth in Annex B to this Proxy Statement with the State Department of Assessments and Taxation of Maryland. The Amendment provides that the Trustees elected at this annual meeting will serve until the 2019 annual meeting of shareholders, the Trustees elected at the 2017 annual meeting of shareholders will serve until the 2018 annual meeting of shareholders, the Trustees elected at the 2018 annual meeting of shareholders will serve until the 2019 annual meeting of shareholders and beginning with the 2019 annual meeting of shareholders, all trustees will be elected to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualify. Accordingly, if the Amendment is approved by the Company's shareholders, then at the Company's 2019 annual meeting of shareholders, the transition to a declassified Board would be complete and, at the annual meeting of shareholders held in 2019, the entire Board would be elected to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualify.The Board of Trustees recommends that you vote "FOR" the approval of the amendment to the Company's Declaration to eliminate the classification of the Board of Trustees.Vote RequiredThe affirmative vote of shareholders of not less than a majority of the Shares outstanding and entitled to vote on this proposal, assuming a quorum is present, is required to approve the Amendment. Abstentions and broker non-votes will not be counted as votes cast and will have the effect of a vote against the Amendment.If the Amendment is approved by the shareholders, it will become effective upon the acceptance for recording of the Articles of Amendment by the State Department of Assessments and Taxation of Maryland, which we would expect to occur promptly after the Annual Meeting. If the Amendment is not approved by the shareholders, Section 2.2 of the Declaration will remain as currently in effect and the classification of the Board will not be eliminated. 58VORNADO REALTY TRUST20162024 PROXY STATEMENT 4:3: NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION20152023 with respect to our Chief Executive Officer and other officers named in the Summary Compensation Table (whom we refer to as the "Named“Named Executive Officers"Officers”). In accordance with the rules and regulations of the SEC, the Board of Trustees is asking shareholders to cast avote for the following non-binding, advisory vote on the following resolution:Resolved:"Company"“Company”) approve, by a non-binding, advisory resolution, the compensation of the Company'sCompany’s executive officers named in the Summary Compensation Table, as disclosed in the proxy statement for this Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the tables and the related footnotes and narrative accompanying the tables contained in our "Executive Compensation"“Executive Compensation” section).named executive officers.Named Executive Officers. At our 20112023 Annual Meeting of Shareholders, our shareholders elected, via an affirmative vote of a majority of all votes cast on the matter, to hold such non-binding, advisory votes on executive compensation on an annual basis, and, accordingly, we have elected to continue to annually hold an advisory vote on the compensation of our named executive officers."Compensation“Compensation Discussion and Analysis"Analysis,” the accompanying tables and the accompanying tables.related narrative disclosure in this Proxy Statement. These programs are designed to attract and retain talented individuals who possess the skills and expertise necessary to lead Vornado.The Compensation Committee regularly assesses all elements of the compensation paidVornado and to our Named Executive Officers. In 2012, the Compensation Committee implemented a series of modifications to our compensation programs to address input received from our shareholders. A summary of our current compensation programs, inclusive of the aforementioned modifications, is presented in the Compensation Discussion and Analysis section and the accompanying tables and related narrative disclosure in this proxy statement. The Compensation Committee believes that the Company's present compensation programs promote in the best manner possible our business objectives while aligning the interests of the Named Executive Officers with our shareholders to enhance continued positive financial results. During 2015, the Company recorded strong financial results while continuing our simplification and focusing strategy, producing 10.5% growth in comparable funds from operations (per diluted share), and spinning off our strip shopping centers and malls business into Urban Edge Properties (NYSE: UE) in January 2015 and selling over $1 billionThe Compensation Committee regularly assesses all elements of non-core or non-strategic assets and purchasing approximately $850 million of high-quality assets in New York City (including approximately $700 million in Manhattan). We believe the compensation programs forpaid to our Named Executive Officers are a key ingredient in motivating our executives to continue to deliver such results.theour Board of Trustees values input from our shareholders and will consider carefully the results of this vote when making future decisions concerning executive compensation."FOR"“FOR” the non-binding, advisory resolution on executive compensation. all the votes cast on this proposal at the Annual Meeting, assuming a quorum is present, is necessary to approve, on an advisory basis, the compensation of our Named Executive Officers. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of thethis vote. 2016 PROXY STATEMENT VORNADO REALTY TRUST 59 79 2024 PROXY STATEMENT of 1934, the sections entitled "Compensation“Compensation Committee Report on Executive Compensation"Compensation” and "Report“Report of the Audit Committee" (toCommittee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated unless provided otherwise in such filing.theirhis or her discretion on such matters.18, 2016.22, 2024. Authorizing your proxy via the Internet or by telephone will not affect your right to revoke your proxy should you decide to do so.shareholders'shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders'shareholders’ instructions have been recorded properly. The Company has been advised that the Internet and telephone proxy authorization procedures that have been made available are consistent with the requirements of applicable law. Shareholders authorizing their proxies via the Internet or by telephone should understand that there may be costs associated with voting in these manners, such as charges forfrom Internet access providers and telephone companies, that must be borne by the shareholder. 80 VORNADO REALTY TRUST 2024 PROXY STATEMENT givendelivered to the Secretary of the Company at our principal executive office no moreearlier than 120 daysthe 150th day, nor lesslater than 90 days5:00 p.m. Eastern time, on the 120th day, prior to the first anniversary of the date of the proxy statement of the preceding year'syear’s Annual Meeting and must include certain information specified in the Bylaws. As a result, any notice given by or on behalf of a shareholder pursuant to the provisions of our current Bylaws (other than the proxy access provision) must comply with the requirements of the Bylaws and must be delivered to the Secretary of the Company at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, betweennot earlier than November 10, 2024, and not later than 5:00 p.m. Eastern time on December 10, 2024.January 19, 2017providing a statement that such shareholder intends to solicit the holders of common shares of beneficial interest representing at least 67% of the voting power of the common shares entitled to vote on the election of trustees in support of trustee nominees other than the Company’s nominees.February 18, 2017. along with the other information required by our current Bylaws to the Secretary of the Company at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, not earlier than November 10, 2024, and not later than 5:00 p.m. Eastern time on December 10, 2024.Company'sCompany’s Annual Meeting of Shareholders in 20172025 may do so by following the procedures in Rule 14a-8 under the Securities Exchange Act of 1934.Act. To be eligible for inclusion, shareholder proposals must be received at the 60VORNADO REALTY TRUST2016 PROXY STATEMENT
Secretary
April 9, 2016.By Order of the Board of Trustees,Alan J. RiceSecretaryNew York, New YorkApril 8, 2016requesting, executing and returning a proxy card or voting instruction form. 2016 PROXY STATEMENTVORNADO REALTY TRUST61 CORPORATE GOVERNANCE GUIDELINESI. IntroductionThe Board of Trustees (the "Board") of Vornado Realty Trust (the "Trust"), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted a set of corporate governance principles (the "Guidelines") to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. These Guidelines are in addition to the Trust's Amended and Restated Declaration of Trust and Amended and Restated Bylaws, in each case as amended. References to the masculine, feminine or neuter gender herein shall be deemed to include the others whenever the context so indicates or requires.II. Board CompositionThe composition of the Board should balance the following goals:nThe size of the Board should facilitate substantive discussions of the whole Board in which each Trustee can participate meaningfully;nThe composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Trust's business; andnA majority of the Board shall consist of Trustees who the Board has determined are "independent" under the Corporate Governance Rules (the "NYSE Rules") of The New York Stock Exchange, Inc. (the "NYSE").III. Selection of Chairman of the Board and Chief Executive OfficerThe Board is free to select its Chairman and the Trust's Chief Executive Officer in the manner it considers in the best interests of the Trust at any given point in time. These positions may be filled by one individual or by two different individuals.IV. Selection of TrusteesNominations. The Board is responsible for selecting the nominees for election to the Board. The Corporate Governance and Nominating Committee is responsible for recommending to the Board a slate of Trustees or one or more nominees to fill vacancies occurring between annual meetings of shareholders. The Corporate Governance and Nominating Committee may, in its discretion, work or otherwise consult with members of management of the Trust in preparing the Corporate Governance and Nominating Committee's recommendations.Criteria. The Board should, based on the recommendation of the Corporate Governance and Nominating Committee, consider new nominees for the position of independent Trustee on the basis of the following criteria:nPersonal qualities and characteristics, accomplishments and reputation in the business community;nCurrent knowledge and contacts in the communities in which the Trust does business and in the Trust's industry or other industries relevant to the Trust's business;nAbility and willingness to commit adequate time to Board and committee matters; 62VORNADO REALTY TRUST2016 PROXY STATEMENT nThe fit of the individual's skills and personality with those of other Trustees and potential Trustees in maintaining a Board that is effective, collegial and responsive to the interests of the Trust; andnDiversity of viewpoints, experience and other demographics (including race, age and gender). The Trust is committed to including persons of diverse backgrounds in candidate pools when seeking new members of the Board. However, nomination of a candidate should not be based solely on these factors.Independence Standards. To qualify as independent under the NYSE Rules, the Board must affirmatively determine that a Trustee has no material relationship with the Trust and/or its consolidated subsidiaries. The Board has adopted the following categorical standards to assist it in making determinations of independence. For purposes of these standards, references to the "Trust" mean Vornado Realty Trust and its consolidated subsidiaries.The following relationships have been determined not to be material relationships that would categorically impair a Trustee's ability to qualify as independent:1.Payments to and from other organizations. A Trustee's or his immediate family member's status as executive officer or employee of an organization that has made payments to the Trust, or that has received payments from the Trust, not in excess of the greater of:(i)$1 million; or(ii)2% of the other organization's consolidated gross revenues for the fiscal year in which the payments were made.In the case where an organization has received payments that ultimately represent amounts due to the Trust and such amounts are not due in respect of property or services from the Trust, these payments will not be considered amounts paid to the Trust for purposes of determining (i) and (ii) above so long as the organization does not retain any remuneration based upon such payments.2.Beneficial ownership of the Trust's equity securities. Beneficial ownership by a Trustee or his immediate family member of not more than 10% of the Trust's equity securities. A Trustee or his immediate family member's position as an equity owner, director, executive officer or similar position with an organization that beneficially owns not more than 10% of the Trust's equity securities.3.Common ownership with the Trust. Beneficial ownership by, directly or indirectly, a Trustee, either individually or with other Trustees, of equity interests in an organization in which the Trust also has an equity interest.4.Directorships with, or beneficial ownership of, other organizations. A Trustee's or his immediate family member's interest in a relationship or transaction where the interest arises from either or both of:(i)his or his family member's position as a director with an organization doing business with the Trust; or(ii)his or his family member's beneficial ownership in an organization doing business with the Trust so long as the level of beneficial ownership in the organization is 25% or less, or less than the Trust's beneficial ownership in such organization, whichever is greater.5.Affiliations with charitable organizations. The affiliation of a Trustee or his immediate family member with a charitable organization that receives contributions from the Trust, or an affiliate of the Trust, so long as such contributions do not exceed for a particular fiscal year the greater of:(i)$1 million; or(ii)2% of the organization's consolidated gross revenues for that fiscal year. 2016 PROXY STATEMENTVORNADO REALTY TRUST63 6.Relationships with organizations to which the Trust owes money. A Trustee's or his immediate family member's status as an executive officer or employee of an organization to which the Trust was indebted at the end of the Trust's most recent fiscal year so long as that total amount of indebtedness is not in excess of 5% of the Trust's total consolidated assets.7.Relationships with organizations that owe money to the Trust. A Trustee's or his immediate family member's status as an executive officer or employee of an organization which is indebted to the Trust at the end of the Trust's most recent fiscal year so long as that total amount of indebtedness is not in excess of 15% of the organization's total consolidated assets.8.Personal indebtedness to the Trust. A Trustee's or his immediate family member's being indebted to the Trust at any time since the beginning of the Trust's most recently completed fiscal year so long as such amount does not exceed the greater of:(i)$1 million; or(ii)2% of the individual's net worth.9.Leasing or retaining space from the Trust. The leasing or retaining of space from the Trust by:(i)a Trustee;(ii)a Trustee's immediate family member; or(iii)an affiliate of a Trustee or an affiliate of a Trustee's immediate family member;so long as in each case the rental rate and other lease terms are at market rates and terms in the aggregate at the time the lease is entered into or, in the case of a non-contractual renewal, at the time of the renewal.10.Other relationships that do not involve more than $100,000. Any other relationship or transaction that is not covered by any of the categorical standards listed above and that does not involve payment of more than $100,000 in the most recently completed fiscal year of the Trust.11.Personal relationships with management. A personal relationship between a Trustee or a Trustee's immediate family member and a member of the Trust's management.12.Partnership and co-investment relationships between or among Trustees. A partnership or co-investment relationship between or among a Trustee or a Trustee's immediate family member and other members of the Trust's Board of Trustees, including management Trustees, so long as the existence of the relationship has been previously disclosed in the Trust's reports and/or proxy statements filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.The fact that a particular transaction or relationship falls within one or more of the above categorical standards does not eliminate a Trustee's obligation to disclose the transaction or relationship to the Trust, the Board of Trustees or management as and when requested for public disclosure and other relevant purposes. For relationships that are either not covered by or do not satisfy the categorical standards above, the determination of whether the relationship is material and therefore whether the Trustee qualifies as independent may be made by the Corporate Governance and Nominating Committee or the Board. The Trust shall explain in the annual meeting proxy statement immediately following any such determination the basis for any determination that a relationship was immaterial despite the fact that it did not meet the foregoing categorical standards.Invitation. The invitation to join the Board should be extended by the Board itself via the Chairman of the Board and CEO of the Trust, together with an independent Trustee, when deemed appropriate. 64VORNADO REALTY TRUST2016 PROXY STATEMENT Orientation and Continuing Education. Management, working with the Board, will provide an orientation process for new Trustees, including background material on the Trust, its business plan and its risk profile, and meetings with senior management. Members of the Board are required to undergo continuing education as recommended by the NYSE. In connection therewith, the Trust will reimburse Trustees for all reasonable costs associated with the attendance at or the completion of any continuing education program supported, offered or approved by the NYSE or approved by the Trust.V. Term LimitsThe Board does not believe it should establish term limits.VI. Retirement of TrusteesThe Board believes it should not establish a mandatory retirement age.VII. Board MeetingsThe Board currently plans at least four meetings each year, with further meetings to occur (or action to be taken by unanimous written consent) at the discretion of the Board. The meetings will usually consist of committee meetings and the Board meeting.The agenda for each Board meeting will be established by the Chairman and CEO, with assistance of the Lead Trustee, the Trust's Secretary and internal Corporation Counsel. Any Trustee may suggest the inclusion of additional subjects on the agenda. Management will seek to provide to all Trustees an agenda and appropriate materials in advance of meetings, although the Board recognizes that this will not always be consistent with the timing of transactions and the operations of the business and that in certain cases it may not be possible.Materials presented to the Board or its committees should be as concise as possible, while still providing adequate information for the Trustees to make an informed judgment.VIII. Executive SessionsTo ensure free and open discussion and communication among the non-management Trustees, the non-management Trustees will meet in executive sessions periodically, with no members of management present. Non-management Trustees who are not independent under the NYSE Rules may participate in these executive sessions, but the independent Trustees should meet separately in executive session at least once per year.At any time that the independent Trustees have not appointed a Lead Trustee or the Lead Trustee is not present, the participants in any executive sessions will select by majority vote of those attending a presiding Trustee for such sessions or any such session.In order that interested parties may be able to make their concerns known to the non-management Trustees, the Trust shall disclose a method for such parties to communicate directly with the Lead Trustee or the non-management Trustees as a group. For the purposes hereof, communication through a third party such as an external lawyer or a third-party vendor who relays information to non-management members of the Board will be considered direct.IX. The Committees of the BoardThe Trust shall have at least the committees required by the NYSE Rules. Currently, these are the Audit Committee, the Compensation Committee and a nominating/corporate governance committee, which in our Trust is called the Corporate Governance and Nominating Committee. Each of these three committees must have a written charter satisfying the rules of the NYSE. 2016 PROXY STATEMENTVORNADO REALTY TRUST65 All Trustees, whether members of a committee or not, are invited to make suggestions to a committee chair for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee chair will give a periodic report of his or her committee's activities to the Board.Each of the Corporate Governance and Nominating Committee, the Audit Committee and the Compensation Committee shall be composed of at least such number of Trustees as may be required by the NYSE Rules who the Board has determined are "independent" under the NYSE Rules. Any additional qualifications for the members of each committee shall be set out in the respective committee's charter. A Trustee may serve on more than one committee for which he or she qualifies.Each committee may take any action in a meeting of the full Board, and actions of the Board, including the approval of such actions by a majority of the members of the Committee, will be deemed to be actions of that committee. In such circumstance only the votes cast by members of the committee shall be counted in determining the outcome of the vote on matters upon which the committee acts.X. Management SuccessionAt least annually, the Board shall review and concur in a succession plan, developed by management, addressing the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.XI. Lead TrusteeThe independent Trustees will annually elect an independent Trustee to serve as Lead Trustee. The Lead Trustee will serve as a resource to the Chairman and to the other independent Trustees, coordinating the activities of the independent Trustees. The Lead Trustee will perform such other duties and responsibilities as the Board may determine.The Board has determined that the Lead Trustee should have the following specific duties and responsibilities:(i)Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Trustees;(ii)Serve as liaison between the Chairman and the independent Trustees;(iii)Consult with the Chairman regarding and approving:(a)an appropriate schedule of Board meetings;(b)agenda items; and(c)materials sent in advance of Board meetings, provided that all Trustees may suggest items for inclusion on the agenda; and(iv)Call meetings of the independent Trustees when necessary or appropriate.In addition, if requested by major shareholders, the Lead Trustee will ensure that he or she is available for consultation and direct communication. 66VORNADO REALTY TRUST2016 PROXY STATEMENT XII. Executive CompensationEvaluating and Approving Compensation for the CEO. The Board, acting through the Compensation Committee, annually evaluates the performance of the CEO and the Trust against the Trust's goals and objectives and approves the compensation level of the CEO.Evaluating and Approving Compensation of Management. The Board, acting through the Compensation Committee, evaluates and approves the proposals for overall compensation policies applicable to executive officers.XIII. Board CompensationThe Board should conduct a review at least once every three years of the components and amount of Trustee compensation in relation to other similarly situated companies. Trustee compensation should be consistent with market practices but should not be set at a level that would call into question the Board's objectivity.XIV. Prohibition on Short SalesIn accordance with Federal securities laws, the Trust should prohibit short sales by its executive officers of its equity securities.XV. Expectations of TrusteesThe business and affairs of the Trust are managed under the direction of the Board in accordance with Maryland law. In performing his or her duties, the primary responsibility of each Trustee is to exercise his or her business judgment in a manner he or she reasonably believes to be in the best interests of the Trust. The Board has developed the following specific expectations of Trustees to promote the discharge of this responsibility and the efficient conduct of the Board's business.Commitment and Attendance. All independent and management Trustees should make every reasonable effort to attend meetings of the Board and meetings of committees of which they are members. Members may attend by telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. The Board may act by unanimous written consent in lieu of a meeting.Participation in Meetings. Each Trustee should be sufficiently familiar with the business of the Trust, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Upon request, management will make appropriate personnel available to answer any questions a Trustee may have about any aspect of the Trust's business. Trustees should also review the materials provided by management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented.Loyalty and Ethics. Each Trustee should act in good faith. This duty mandates that the best interests of the Trust take precedence over any interests of a Trustee.The Trust has adopted a Code of Business Conduct and Ethics (the "Code"), including a compliance program to enforce the Code. Certain portions of the Code deal with activities of Trustees, particularly with respect to transactions in securities of the Trust, potential conflicts of interest, the taking of corporate opportunities for personal use, and competing with the Trust. Each Trustee should be familiar with the Code's provisions in these areas and should consult with any member of the Trust's Corporate Governance and Nominating Committee or the Trust's internal Corporation Counsel in the event of any concerns. The Corporate Governance and Nominating Committee is ultimately responsible for applying the Code to specific situations and has the authority to interpret the Code in any particular situation. 2016 PROXY STATEMENTVORNADO REALTY TRUST67 Other Directorships. The Board values the experience Trustees bring from other boards on which they serve, but recognizes that those boards may also present demands on a Trustee's time and availability and may present conflicts or legal issues. A Trustee should advise the Chairman of the Corporate Governance and Nominating Committee and the CEO before accepting membership on other boards of directors or other significant commitments involving affiliation with other businesses or governmental units.Contact with Management. Trustees have complete access to senior management and management information. Management will be responsive to requests for information from Trustees. The Board encourages the Chief Executive Officer, from time to time, to bring to Board meetings managers who can provide additional insight into the items being discussed. Any other meetings or contacts with officers or employees that a Trustee wishes to initiate may be arranged through the Chief Executive Officer or the Corporate Secretary or directly by the Trustee. The Trustees will use their judgment to ensure that any such contact is not disruptive to the business operations of the Trust, and will, to the extent not inappropriate, copy the Chief Executive Officer on any written communications between a Trustee and an officer or employee of the Trust.Contact with Other Constituencies. It is important that the Trust speaks to employees and outside constituencies with a single voice, and that management serve as the primary spokesperson.Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each Trustee shall maintain the confidentiality of information received in connection with his or her service as a Trustee.XVI. Evaluating Board PerformanceThe Board, acting through the Corporate Governance and Nominating Committee, should conduct a self-evaluation at least annually to determine whether it is functioning effectively. The Corporate Governance and Nominating Committee should periodically consider the mix of skills and experience that Trustees bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.Each committee of the Board should conduct a self-evaluation at least annually and report the results to the Board, acting through the Corporate Governance and Nominating Committee. Each committee's evaluation must compare the performance of the committee with the requirements of its written charter, if any.XVII. Reliance on Management and Outside AdviceIn performing its functions, the Board is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board has the authority to retain and approve the fees and retention terms of its outside advisors.XVIII. Trustee Resignation PolicyThe Bylaws of the Trust provide that a nominee for election as a Trustee is elected by a plurality of votes cast. Notwithstanding such vote requirement, any nominee in an uncontested election who does not receive a greater number of "for" votes than votes "withhold" shall be elected as a Trustee but shall promptly tender to the Board his or her offer of resignation from the Board following certification of the vote. A contested election is one in which (i) the Secretary of the Trust receives a notice pursuant to these Bylaws that a shareholder intends to nominate a person or persons for election and (ii) such proposed nomination has not been withdrawn by such shareholder on or prior to the tenth day preceding the date on which the Trust first mails its notice of meeting for such meeting to the shareholders. The Corporate Governance and Nominating Committee shall consider the offer to resign and shall recommend to the Board the action to be taken in response to the offer. In determining its recommendation to the Board, the Corporate Governance and Nominating Committee may consider all factors deemed relevant by the members of the Corporate Governance and Nominating Committee, which may include, without limitation, (i) the stated reason or reasons, if any, why shareholders withheld votes for such Trustee's election, (ii) the qualifications of the Trustee (including, for example, whether the Trustee serves on the Audit Committee of the Board as an "audit 68VORNADO REALTY TRUST2016 PROXY STATEMENT committee financial expert" and whether there are one or more other Trustees qualified, eligible and available to serve on the Audit Committee in such capacity), (iii) whether the resignation would cause the Trust to be in violation of any of its constituent documents, any legal or regulatory requirements, agreements, or the rules of any national securities exchange on which its securities are then listed, and (iv) whether the Trustee's resignation from the Board would be in the best interests of the Trust. The Corporate Governance and Nominating Committee also may consider a range of possible alternatives concerning the Trustee's offer to resign as the members of the Corporate Governance and Nominating Committee deem appropriate. In considering the Committee's recommendation, the Board may consider the information, factors and alternatives considered by the Committee and such additional information, factors and alternatives as the Board deems relevant. Each Trustee, whether acting as a member of the Corporate Governance and Nominating Committee or as a member of the Board, may give such weight to any of the foregoing factors as he or she deems appropriate.The Board shall take action no later than the next regularly scheduled Board meeting to be held no earlier than ten days after the date of the election, unless such action would cause the Trust to fail to comply with any requirement of the New York Stock Exchange or any rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Board shall take action as promptly as is practicable while continuing to meet such requirements. The Board will promptly disclose its decision and the reasons therefor in a Form 8-K furnished to the Securities and Exchange Commission.No Trustee whose offer to resign, in accordance with this policy, is required to be considered by the Board shall participate in the Corporate Governance and Nominating Committee's deliberations or recommendation, or in the Board's deliberations or determination, with respect to accepting or rejecting his or her offer to resign as a Trustee.If each member of the Corporate Governance and Nominating Committee is required to offer to resign pursuant to this policy, the Board may appoint a special committee composed of Trustees who are not so required to offer to resign to consider the offers to resign and recommend to the Board whether to accept any or all of them. In the event that every Trustee is required to offer to resign pursuant to this policy, the Board shall make a final determination whether to accept any or all offers to resign.If the offer to resign is not accepted, the Trustee will continue to serve until the expiration of his or her term and his or her successor is duly elected and qualifies or until the Trustee's earlier resignation or removal. 2016 PROXY STATEMENTVORNADO REALTY TRUST69 VORNADO REALTY TRUSTARTICLES OF AMENDMENTVornado Realty Trust, a Maryland real estate investment trust (the "Company"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:FIRST: The Declaration of Trust of the Company (the "Declaration") is hereby amended by deleting Section 2.2 in its entirety and inserting the following in lieu thereof:The Trustees elected at the 2016 annual meeting of Shareholders shall serve until the 2019 annual meeting of Shareholders and until their respective successors are duly elected and qualify. At the 2017 annual meeting of Shareholders, each of the successors to the Trustees whose terms expire at the 2017 annual meeting of Shareholders shall be elected to serve until the 2018 annual meeting of Shareholders and until their respective successors are duly elected and qualify. At the 2018 annual meeting of Shareholders, each of the successors to the Trustees whose terms expire at the 2018 annual meeting of Shareholders shall be elected to serve until the 2019 annual meeting of Shareholders and until their respective successors are duly elected and qualify. Beginning with the 2019 annual meeting of Shareholders, all Trustees shall be elected to serve until the next annual meeting of Shareholders and until their respective successors are duly elected and qualify.SECOND: The amendment to the Declaration as set forth above has been duly advised by the Board of Trustees of the Company and approved by the shareholders of the Company as required by law.THIRD: The undersigned officer acknowledges these Articles of Amendment to be the trust act of the Company and, as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.[SIGNATURE PAGE FOLLOWS] 70VORNADO REALTY TRUST2016 PROXY STATEMENT IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its and attested to by its Secretary on this day of , 2016.ATTEST:VORNADO REALTY TRUSTBy:Name:Title:Name:Title: w SCAN TO VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK, NY 10019 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.on May 22, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeDuring The Meeting - Go to reducewww.virtualshareholdermeeting.com/VNO2024 You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.on May 22, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,Broadrid ge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E02049-P72571V34583-P05709 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY VORNADO REALTY TRUST The Boar d of Trustees r ecommends you vote FOR the following: For Withhold AllAll For All Except To withhold authority to vote for any individual The Board of Trustees recommends you vote FOR the following: All All Except nominee(s), mark “For"For All Except”Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Trustees Nominees: 01) Steven Roth 02) 03) Candace K. Beinecke Robert P. Kogod Richard03) Michael D. Fascitelli 04) Beatrice Hamza Bassey 05) William W. Helman IV ! ! ! 06) David M. Mandelbaum 07) Raymond J. McGuire 08) Mandakini Puri 09) Daniel R. WestTisch 10) Russell B. Wight, Jr. The Board of Trustees recommends you vote FOR proposals 2 3 and 4.3. For Against Abstain ! ! ! ! ! ! ! ! ! 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ! ! ! THE CURRENT FISCAL YEAR. APPROVAL OF AN AMENDMENT TO THE DECLARATION OF TRUST TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF TRUSTEES. 3. 4. NON-BINDING, ADVISORY VOTE TO APPROVERESOLUTION ON EXECUTIVE COMPENSATION. ! ! ! NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. ! For address changes and/or comments, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateForm 10-KAnnual Report are available at www.proxyvote.com. E02050-P72571V34584-P05709 VORNADO REALTY TRUST This proxyProxy is solicited on behalf of the Board of Trustees for the 20162024 Annual Meeting of Shareholders May 19, 201623, 2024 11:30 A.M. The undersigned shareholder, revoking all prior proxies, hereby appoints Steven Roth and Michael D. Fascitelli,J. Franco, or either of them, as proxies for the undersigned, each with full power of substitution, to attend and participate in the Annual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), to be held at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663 on Thursday, May 19, 201623, 2024 at 11:30 A.M., local time,New York Time, and any postponements or adjournments thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. Each proxy is authorized to vote as directed on the reverse side hereof upon the proposals which are more fully set forth in the Proxy Statement and otherwise in his discretion upon such other business as may properly come before the meeting and all postponements or adjournments thereof, all as more fully set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement.Statement, which are incorporated by reference. Receipt of the Notice of Annual Meeting of Shareholders, the Proxy Statement in connection with such meeting and the 20152023 Annual Report to Shareholders is hereby acknowledged. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED (1) "FOR" THE ELECTION OF EACH NOMINEE FOR TRUSTEE, (2) "FOR" THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, (3) "FOR" THE APPROVAL OF AN AMENDMENT TO THE DECLARATION OF TRUST TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF TRUSTEES AND (4)(3) "FOR" THE NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments:2016 PROXY STATEMENT SUMMARYGrowth in TSRAdvisory Resolution on Executive CompensationCORPORATE GOVERNANCE GUIDELINESVORNADO REALTY TRUST ARTICLES OF AMENDMENT