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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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AND PROXY STATEMENT
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14, 202016, 201920192020 Annual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust ("Vornado"(“Vornado” or the "Company"“Company”), will be held at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663, on Thursday, May 16, 2019,14, 2020, beginning at 11:30 A.M., New York City time, for the following purposes:nine10 persons to the Board of Trustees of the Company, each to serve for a one-year term expiring at the 2020 annual meeting2021 Annual Meeting of shareholdersShareholders of the Company and until his or her successor is duly elected and qualified.Company'sCompany’s independent registered public accounting firm for the current fiscal year.Company'sCompany’s 2019 Omnibus Share Plan.orand any postponement or adjournment of the meeting.18, 201916, 2020 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.15, 2019.13, 2020.
Secretary
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This summary highlights certain information that is covered elsewhere in this Proxy Statement. You are encouraged to read our complete Proxy Statement before voting.
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SHAREHOLDER VOTING ITEMS | ||||||||||||
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| | | | BOARD VOTE RECOMMENDATION | | ||||||||
| Proposal 1 | | | | Election of 10 Trustees | | | | For | | ||
| | Proposal 2 | | | | Ratification of appointment of Independent Accounting Firm | |||||||
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| | Proposal 4 | | | | Approval of amendments to the Company’s 2019 Omnibus Share Plan | | | | For | | ||
For 2018,
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| | 2020 PROXY STATEMENT SUMMARY | |
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| | 2020 PROXY STATEMENT SUMMARY | |||||||||
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Please also see our Chairman's Letter that can be found on our website atwww.vno.com/chairmansletter. Our Chairman's Letter is not aAs part of or incorporatedour focus on Board refreshment, Beatrice Hamza Bassey will stand for election as a Trustee at our annual meeting for the first time, and Ms. Mandakini Puri has been appointed to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee has stepped down from that role, but we have asked him to stay on the Audit Committee to provide for a smooth transition. In the nomination process, we prioritized diversity, as codified in our Corporate Governance Guidelines, and the skills supporting our strategic and business needs as identified by referencethe Board.
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We regularly engage withBoard composition, including our shareholders regarding ESG matterscontinuing plans for refreshment and continuously reviewmanagement succession
| | Board Refreshment | | | | • One new Trustee standing for election at the annual meeting • Appointed a new Chair for our Audit Committee • Our focus on board diversity resulted in 30% of the Board being comprised of female Trustees and 20% ethnically diverse | |
| | Executive Compensation | | | | • Changed the performance-conditioned Long Term Incentive awards to Outperformance Plan Awards as had been granted and approved by shareholders through favorable “say-on-pay” votes in prior years • Provided clear disclosure on all compensation decisions related to executive promotions and new executive hire • Enhanced disclosure showing total direct/realizable compensation compared to realized compensation to showcase the strong alignment of pay with stock performance • Enhanced disclosure related to how the Compensation Committee aligns pay with performance through program design • Enhanced claw-back policy to include violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit | |
| | Environmental Social and Governance | | | | • In addition to reporting in accordance with the Global Real Estate Sustainability Benchmark (“GRESB”) and Sustainability Accounting Standards Board (“SASB”) frameworks, we have begun evaluating exposure to climate-related risks using various scenario analyses including the Task Force on Climate-Related Financial Disclosures (“TCFD”) • Changed the Corporate Governance and Nominating Committee Charter to give the Committee direct oversight responsibility for ESG matters • Enhanced disclosure of how the Board and the Corporate Governance and Nominating Committee oversee ESG matters • Refreshed and updated our claw-back and political contributions policies and strengthened their oversight by the Corporate Governance and Nominating Committee • Provided additional disclosure on ESG practices including recent updates to polices | |
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2020 PROXY STATEMENT SUMMARY | |
| | • RETAIN a highly-experienced, “best-in-class” team of executives who have worked together as a team for a long period of time and | |
| | • ATTRACT other highly-qualified executives to strengthen that team as needed. | |
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| | • 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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| | | vi | | | | VORNADO REALTY TRUST | | |
| | 2020 PROXY STATEMENT SUMMARY | |
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| | | VORNADO REALTY TRUST | | | | vii | | |
| | 2020 PROXY STATEMENT SUMMARY | |
| | BOARD OF TRUSTEES | |
| | ✓ Highly engaged, experienced Board with diverse skills and expertise ✓ Commitment to Board refreshment, with a ✓ 90% of Board
✓ 30% of our Board members are
✓ Lead Independent Trustee with significant authority and
✓ Annual Board ✓ Annual review of Board leadership structure ✓ Robust stock ownership guidelines that align the interests of Trustees with those of our shareholders ✓ Four of our Board members each own more than 1% of our shares ✓ Actively engaged in strategic, risk and management
✓ Active approach to management succession planning ✓ Corporate Governance and
✓ Corporate Governance and Nominating Committee actively
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| | | viii | | | | VORNADO REALTY TRUST | | |
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Pay-for-performance philosophy, including 98% of CEO’s and |
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| 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 | ||
✓ |
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| | ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY | |
| | ✓ Strong Code of Business Conduct and Ethics applies to all Trustees and employees ✓ Refreshed and renewed anti-harassment policy ✓ Employee policies and manuals prohibit bribes, money laundering and other corruption ✓ Restrictions on conflicts of interest ✓ Established and circulated straightforward procedures for reporting any policy violations or other wrongdoing ✓ Comply with the strictest rules regarding employing child labor, respecting human rights and not purchasing conflict minerals ✓ Strictly restrict political contributions on behalf of the Company and compliance with that policy is subject to the oversight of the Corporate Governance and Nominating Committee ✓ Industry-leading sustainability program ✓ Energy Star Partner of the Year Award with Sustained Excellence received seven times, most recently in 2019 ✓ Global Real Estate Sustainability Benchmark Green Star Ranking in every year since 2013 ✓ Nareit Leader in the Light Award every year since 2010 ✓ One of the largest owners of LEED-certified property in the United States | |
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| ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY | |
| | ✓ Reporting pursuant to SASB framework in 2018 and 2019 ESG reports, examined by third party and furnished to the SEC with a Form 8-K filing ✓ 2019 signatory of the Task Force on Climate-related Financial Disclosures ✓ Include diversity data in our annual ESG report; 55% of our corporate employees are female and 34% are racial minorities | |
| | | VORNADO REALTY TRUST | | | | a | | |
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TABLE OF CONTENTS |
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| | | b | | | | VORNADO REALTY TRUST | | |
| | TABLE OF CONTENTS | |
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| | | VORNADO REALTY TRUST | | | | c | | |
| | TABLE OF CONTENTS | |
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| | 2020 Proxy Statement | |
14, 2020
New York, New York 1001916, 2019"Board“Board of Trustees"Trustees” or the "Board"“Board”) of Vornado Realty Trust, a Maryland real estate investment trust ("(“we," "us," "our"” “us,” “our,” the “Company” or the "Company"“Vornado”), for exercise at our 20192020 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) to be held on Thursday, May 16, 2019,14, 2020, beginning at 11:30 A.M., New York City time, at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663. Our principal executive office is located at 888 Seventh Avenue, New York, New York 10019. Our proxy materials, including this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card or voting instruction form and our 20182019 Annual Report are being distributed and made available on or about the date of this proxy statement."SEC"“SEC”), we have elected to provide our shareholders access to our proxy materials on the Internet. Accordingly, a notice of Internet availability of proxy materials will be mailed on or about the date of this proxy statement to our shareholders of record as of the close of business on March 18, 2019.16, 2020. Shareholders may (1) access the proxy materials on the website referred to in the notice or (2) request that a printed set of the proxy materials be sent, at no cost to them, by following the instructions in the notice.You will need your 12-digit control number that is included with the notice mailed on or about the date of this proxy statement, to authorize your proxy for your Shares (as defined below) through the Internet. If you have not received a copy of this notice of internet availability, please contact our investor relations department at 201-587-1000 or send an e-mail toircontact@vno.comircontact@vno.com. If you wish to receive a printed version of these materials, you may request them atwww.proxyvote.comwww.proxyvote.com or by dialing 1-800-579-1639 and following the instructions at that website or phone number.Contentscoronavirus disease 2019 (COVID-19), we are planning for the possibility that the Company’s Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.vno.com. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.
| 2020 PROXY STATEMENT | |
13, 2020. Trustees Standing for Election Relationships Among our Trustees ” Alexander’s. • Currently, 30% of our Board members are persons who have joined the Board within the last four years. Officer. female and 20% are ethnically diverse. In fact, each of four of our Board members owns more than 1% of our Shares. oversight and has robust strategic discussions at every regularly scheduled Board meeting. 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. • resignation if he or she does not receive majority support. anti-hedging and anti-pledging policies. Our Corporate Governance Framework The Board has determined that Mses. Beinecke, Hamza Bassey and Puri and Messrs. Fascitelli, Helman, Mandelbaum, Tisch and Wight and Dr. West are independent Trustees under the Corporate Governance Standards of the NYSE, with the result that in making its determinations regarding independence was the Approval of Related Party Transactions Developing an Effective Board and other factors. Our Board is deeply focused on our corporate governance practices. We value independent board oversight as an essential component of strong corporate performance to enhance shareholder value. All of our Trustees are independent, except our Board Refreshment Committees of the Board of Trustees 2019. The Audit Committee held On March 26, 2020, we appointed Ms. Mandakini Puri to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee has stepped down from that role, but we have asked him to stay on the Audit Committee to provide for a smooth transition. Committee members meet the NYSE and SEC standards for independence and the NYSE standards for financial literacy. ” The Compensation Committee is responsible for establishing the terms of the compensation of the executive officers and the granting and administration of awards under the transactions to a subcommittee consisting solely of members of the committee who are (i) The Corporate Governance and Nominating Committee, which met once during Strong Ethical and Social Policies Leader in Sustainability Practices as indicated: Steven Roth— 25 salary derivative instruments related to Shares awards. objectives. a key operating metric in the REIT industry four years Of our NEOs, only Mr. Weiss received grants of AO LTIPs and he received them prior to his promotion. four years Our TSR for We operate in a highly competitive commercial real estate industry where we actively compete for business opportunities and executive talent. In determining Our Compensation Committee, private equity firms. However, we do not formulaically tie our compensation decisions to any particular range or level of total compensation paid to executives at these companies. Furthermore, we consider the actual realized pay historically received by our management in determining whether our compensation program meets our goals of alignment with shareholder interests. The Corporate Governance and Nominating Committee Our Compensation Committee has retained Willis Towers Watson Public Limited Company executive compensation. Willis Towers Watson regularly participates in Compensation Committee meetings. Our Compensation Committee has the authority to set Willis Towers In addition, during 2019, Willis Towers Watson advised the Compensation Committee on the Promotion Awards. Our Compensation Committee has discussed The variable 2008. Our Compensation Committee has established Compensation is typically awarded our OPP Units or Performance Conditioned AO LTIP above that of an may be convertible for up to a period of 10 years from grant. Awards of AO LTIP Units vest ratably over four years from grant. On the date of grant, each AO LTIP Unit has a strike price. That strike price is equal to or greater than the price of a Share on the date of grant. Each AO LTIP Unit, on exercise, is converted Class A Units that have a value equal to the excess of the closing price per Share on the date of conversion over the strike price. After a required two-year holding period, those Class A Units, in turn, may be redeemable by the holder for Shares or cash, at the option of the Company. Recipients of AO LTIPs do not receive any distributions on their outstanding AO LTIP awards. ” executives to achieve any value from their We maintain two nonqualified deferred compensation plans, the Vornado Realty Trust Nonqualified Deferred Compensation Plan Code. We offer a 401(k) Retirement Plan to all of our employees in which we provide matching contributions (up to 75% of the statutory maximum but not more than 7.5% of cash compensation) that fully vest after five years of employment. We do not We provide To further foster the strong ownership culture among our senior executive “Fair Value” is determined in accordance with securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). The Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco(6) Our Compensation Committee believes that “realized compensation” is an important metric to consider when determining whether our compensation program achieves its goals of alignment with shareholder interests. The Realized Compensation and Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco(6) Table.” ” When we discuss the For 2019, Mr. Roth’s total direct/realizable compensation was $11,087,246 compared to $11,198,258 in the prior year, a 1.0% decrease. For 2019, Mr. Roth’s total realized compensation was $6,217,991 compared to $6,391,468 in the prior year, a 2.7% decrease. For 2018, Mr. Mr. Roth has served as our CEO since April 15, 2013. Mr. Mr. For 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 Other Compensation Policies and Practices All of our equity-based compensation awards are made under our shareholder-approved Employment, Severance and Change The tax efficiency of compensation is one of many factors that enter into 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 limitations of Section 162(m) of the Internal Revenue Code (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 Steven Roth Chairman and Chief Executive Officer (Principal Executive Officer) Joseph Macnow Chief Financial Officer (Principal Financial Officer) from February 15, 2017 David R. Greenbaum President—New York Division Michael J. Franco Executive Vice President—Chief Investment Officer Value of time-based restricted unit awards and the Grant Date Fair Value of OPP awards Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco Steven Roth 3/15/18 1/13/17 1/14/16 1/14/15 1/10/14 2/28/11 3/11/10 Joseph Macnow 3/15/18 1/13/17 1/14/16 1/14/15 1/10/14 2/28/11 3/11/10 David R. Greenbaum 3/15/18 1/13/17 1/14/16 1/14/15 1/10/14 2/28/11 3/11/10 Michael J. Franco 3/15/18 1/13/17 1/14/16 1/14/15 1/10/14 2/28/11 12/10/10 2020 PROXY STATEMENT Shares Name Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco Deferred Compensation 2019. Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco Mr. Franco renewed his employment agreement with the Company as of January 10, 2014, pursuant to which he currently serves as agreement 120 days prior to its scheduled termination date. Mr. 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 Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Candace K. Beinecke Michael D. Fascitelli Robert P. Kogod Michael Lynne(2) David M. Mandelbaum Mandakini Puri Daniel R. Tisch Richard R. West Russell B. Wight, Jr. The Compensation Committee We review all relationships and transactions in which we and our significant shareholders, Trustees and our executive officers or their respective immediate family members are participants (including transactions required to be disclosed under Item 404 of Regulation S-K) to determine whether such persons have a direct or indirect material interest in the transaction. Our policy (as set forth in our Code of Business Conduct and Ethics) is to determine whether such an interest exists, applying the standards set forth in Item 404 of Regulation S-K and our Corporate Governance Guidelines. Our legal and financial staff is primarily responsible for the development and implementation of processes and controls to obtain information from our significant shareholders, Trustees and our executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in this proxy statement. We also disclose transactions or categories of transactions we consider in determining that a Trustee is independent. In addition, our Audit Committee and/or our Corporate Governance and Nominating Committee reviews and, if appropriate, approves or ratifies any related person transaction that is required to be disclosed. These committees, in the course of their review of a disclosable related-party transaction, consider: (1) the nature of the related As of March Alexander’s. As of March Alexander’s. tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) properties and The Alexander apartment tower. With respect to our building at 888 Seventh Avenue, we are the lessee under a ground lease that expires in 2067. 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 $16,099,000, respectively. During 2019. Audit Fees Audit-Related Fees Tax Fees Other than those described above under 2020. In addition, by determining the number of Share Equivalents that may be issued as a result of a dividend or distribution as described above, the amendment is designed to maintain, and not to increase, the overall value of awards available for issuance under the 2019 Plan immediately before the dividend or distribution. (a) (b) (c) (d) (e) (f) (g) Overview Shares Available for Grant under the Amended 2019 Plan If the Company issues any dividend or distribution to its shareholders in the form of another equity security of the Company during the term of the Amended 2019 Plan, then the Share Equivalents that may be subject to awards, including as a result of the adjustments described under “Adjustment of and Changes in Shares” below, will include (i) the Share Equivalents then-remaining for issuance and (ii) an amount of such other equity securities of the Company as would have been issued as a dividend or distribution in respect of such Share Equivalents had they been outstanding. If any award granted under the Amended 2019 Plan expires or is forfeited, terminated or cancelled, or is paid in cash in lieu of Shares, then the Shares underlying any such award will again become available for grant under the Amended 2019 Plan in an amount equal to one Share Equivalent for each Share that is subject to a Full Value Award and by one-half Share Equivalent for each Share that is subject to an award that is a Not Full Value Award, in each case, at the time such award expires or is forfeited, terminated or cancelled. Awards that are settled in cash do not affect the number of Share Equivalents available for awards under the Amended 2019 Plan to the extent paid or settled in cash. Estimate of Benefits Adjustment of and Changes in Shares Administration Eligibility Awards are not assignable or transferable except by will or the laws of descent and distribution and no right or interest of any holder may be subject to any lien, obligation or liability of the holder. The Compensation Committee may determine, at the time of grant or thereafter, that an award (other than stock options intended to be incentive stock options within the meaning of Section 422 of the Internal Revenue Code) is transferable by a holder to such Term; Amendment and Termination Types of Awards goals, are established by the Compensation Committee. On the date of grant, each AO LTIP Unit is awarded with a specified conversion price. That conversion price will never be lower (and may be significantly higher) than the price for one Share on the date of grant. Each AO LTIP Unit, on conversion, will be converted into such number of Class A OP Units that has a value equal to the excess of the closing price per Share on the date of conversion on the New York Stock Exchange over the specified conversion price. After a required two-year holding period, those Class A OP Units, in turn, may be redeemable for Shares. Such AO LTIP Unit awards may provide the holder with dividend-equivalent rights prior to vesting. Other Stock-Based Awards Vesting Change in Control Material U.S. Federal Income Tax Consequences of Awards by which the fair market value of the Shares at the time of exercise exceeds the exercise price will be taxed as ordinary income to the optionee, and the Company will be entitled to a corresponding deduction. All option grants to Non-Employee Trustees and Consultants are treated as non-qualified options for federal income tax purposes. self-employment taxes). Generally, cash-based awards, including retainers and fees, will be taxable to the recipient as ordinary income at the time paid. New Plan Benefits Steven Roth Joseph Macnow David R. Greenbaum Michael J. Franco Current executive officers as a group (includes NEOs) Current Non-Employee Trustees as a group Employees other than executive officers as a group The Board does not intend to present any other matter, nor does it have any information that any other matter will be brought, before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is the intention of each of the individuals named in the accompanying proxy to vote said proxy in accordance with his or her discretion on such matters. We have established procedures by which shareholders may authorize their proxies via the Internet or by telephone. You may also authorize your proxy by mail. Please see the proxy card or voting instruction form accompanying this proxy statement for specific instructions on how to authorize your proxy by any of these methods. The Bylaws of the Company currently provide that in order for a shareholder to nominate a candidate for election as a Trustee at an Annual Meeting of Shareholders outside of the proxy access provision in the Bylaws described below or propose business for consideration at such meeting, notice must be given to the Secretary of the Company no more than 120 days nor less than 90 days prior to the first anniversary of the preceding 13, 2021. Alan J. Rice Net income Deduct: Income from partially owned entities Loss (income) from real estate fund investments Interest and other investment income, net Net gains on disposition of wholly owned and partially owned assets Purchase price fair value adjustment (Income) loss from discontinued operations NOI attributable to noncontrolling interests in consolidated subsidiaries Add: Depreciation and amortization expense General and administrative expense Transaction related costs, impairment loss and other Our share of NOI from partially owned entities Interest and debt expense Income tax expense NOI at share Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other NOI at share—cash basis NOI at share represents total revenues less operating 79 Net income attributable to common shareholders Per diluted share FFO adjustments: Depreciation and amortization of real property Net gains on sale of real estate Real estate impairment losses Decrease in fair value of marketable securities After-tax purchase price fair value adjustment on depreciable real estate Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO: Depreciation and amortization of real property Net gains on sale of real estate Real estate impairment losses Decrease in fair value of marketable securities Noncontrolling interests' share of above adjustments FFO adjustments, net FFO attributable to common shareholders (non-GAAP) Convertible preferred share dividends Earnings allocated to Out-Performance Plan units FFO attributable to common shareholders plus assumed conversions (non-GAAP) Per diluted share (non-GAAP) FFO attributable to common shareholders plus assumed conversions (non-GAAP) Per diluted share (non-GAAP) Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions: After-tax net gain on sale of 220 Central Park South condominium units Our share of FFO from real estate fund investments (excluding our $4,252 share of One Park Avenue potential additional transfer taxes) FFO from discontinued operations and sold properties (primarily related to JBG SMITH Properties operating results and transaction costs through July 17, 2017 spin-off and 666 Fifth Avenue Office Condominium operations through August 3, 2018 sale) Tax expense related to the reduction of our taxable REIT subsidiaries deferred tax assets Our share of potential additional New York City transfer taxes based on a Tax Tribunal interpretation which Vornado is appealing Preferred share issuance costs Net gain on the repayment of our loan investment in 666 Fifth Avenue Office Condominium Impairment loss on investment in PREIT Net gain resulting from UE operating partnership unit issuances Net gain on repayment of our Suffolk Downs JV debt investments Other Noncontrolling interests' share of above adjustments Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) Per diluted share (non-GAAP) FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts 83 Purpose The purpose of the 2019 Omnibus Share Plan of Vornado Realty Trust, as amended from time to time (the such Full Value Award expires or is forfeited, terminated or cancelled and by one-half Share Equivalent for each Share that is subject to an award that is not a Full Value Award at the time such award expires or is forfeited, terminated or cancelled. Awards that use Shares as a reference but that are paid or settled in whole or in part in cash shall not affect the number of Share Equivalents available under the Plan pursuant to thisSection 2 to the extent paid or settled in cash. The number of Share Equivalents available for the purpose of awards under the Plan shall be reduced by (i) one-half of the gross number of Shares for which stock options or stock appreciation rights are exercised, regardless of whether any of the Shares underlying such awards are not actually issued as the result of a net settlement or to satisfy any tax withholding obligation and (ii) one Share for each Share withheld to satisfy any tax withholding obligation with respect to any Full Value Award, as described further inSection 15. shall be made; the number of OP Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of such OP Units; and the restrictions and conditions applicable to such award of OP Units. Conditions may be based on continuing employment (or other service relationship), computation of financial metrics (including with reference to the book value of the Operating Partnership or the value of Shares) and/or achievement of pre-established performance goals and objectives, with related length of the service period for vesting, minimum or maximum performance thresholds, measurement procedures and length of the performance period to be established by the Committee at the time of grant, in its sole discretion. The Committee may allow awards of OP Units to be held through a limited partnership, or similar sole discretion, shall determine whether the stock appreciation right shall be settled in cash, Shares or a combination of cash and Shares. the Change in Control includes contingent value rights, earn-out or indemnity payments or similar payments, then the Committee will determine if awards settled under clause (i) above are (a) valued at closing taking into account such contingent consideration (with the value determined by the Committee in its sole discretion) or (b) entitled to a share of such contingent consideration. For the avoidance of doubt, in the event of a Change in Control where all stock options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor. existing obligations of the Trust to Participants under this Plan and the award agreements issued thereunder. subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award; andfurther provided that no Participant shall have the right to require the Committee to make any adjustment or substitution under thisSection 18 or have any claim or right whatsoever against the Trust or any of its subsidiaries or affiliates or any of their respective trustees, directors, officer or employees in respect of any action taken or not taken under thisSection 18. www.proxyvote.com), by telephone (at 1-800-690-6903) or by executing and returning a proxy card or voting instruction form. Once you authorize a proxy, you may revoke that proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of your proxy to our Secretary at our principal executive office or (4) attending the Annual Meeting and voting in person. Attending the Annual Meeting without submitting a new proxy or voting in person will not automatically revoke your prior authorization of your proxy."street name"“street name” (that is, as beneficial owner through a bank, broker or other nominee), your nominee will not be permitted to vote your shares (other than with respect to the ratification of the appointment of our independent registered public accounting firm) unless you provide instructions to your nominee on how to vote your shares. If you hold Shares in "street“street name,"” you will receive instructions and a voting instruction form from your nominee that you must follow in order to have your proxy authorized, or you may contact your nominee directly to request these voting instructions. You should instruct your nominee how to vote your shares by following the directions provided by your nominee.15, 2019.$5,500.$6,000. In addition to solicitation by mail, by telephone and by e-mail or the Internet, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals and we may reimburse them for their expenses in so doing. Members of our Board of Trustees orand members of management of the Company may also solicit proxies."Shares"“Shares”), as of the close of business on March 18, 201916, 2020 are entitled to notice of and to vote at the Annual Meeting. We refer to this date as the "record“record date."” On that date, 190,743,262191,103,928 of our Shares were outstanding. Holders of Shares as of the record date are entitled to one vote per Share on each matter properly presented at the Annual Meeting."street name"“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 of the close of business on the record date. If you hold Shares in "street name"“street name” and wish to vote in person at the Annual Meeting, you will need to contact your bank, broker or other nominee and obtain a "legal proxy"“legal proxy” from your nominee and bring it to the Annual Meeting. Obtaining a legal proxy may take several days. Directions to attend the Annual Meeting and vote in person are available upon request to the Secretary of the Company at its offices. 2019 PROXY STATEMENTVORNADO REALTY TRUST3 VORNADO REALTY TRUST 3 and any proxy marked "withhold" or an abstention from voting, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the votes on any of the proposals, except that an abstention will have the effect of a vote against the Company'samendments to the Company’s 2019 Omnibus Share Plan.Plan (the “Amended 2019 Omnibus Share Plan”). Any proxy marked “withhold” will count for the purposes of determining a quorum and will have no effect on the result of the votes on election of Trustees, but, if any Trustee fails to receive majority approval (more “for” votes cast than “withhold” votes), that Trustee must tender his or her offer of resignation to the Board of Trustees for its consideration. A broker non-vote is a vote that is not cast on a non-routine matter because the Shares entitled to cast the vote are held in street name, the broker lacks discretionary authority to vote the Shares on that matter and the broker has not received voting instructions from the beneficial owner."for"“for” votes than "withhold"“withhold” votes) will be required, pursuant to our Corporate Governance Guidelines (the "Guidelines"“Guidelines”), to tender his or her offer of resignation to the Board of Trustees for its consideration. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2), the approval of the non-binding, advisory vote on executive compensation (Proposal 3), and the approval of the Company'samendments to the Company’s 2019 Omnibus Share Plan (Proposal 4), each requires the affirmative vote of a majority of the votes cast on such matter at the Annual Meeting. For the purposes of Proposal 4, abstentions will count as votes against the Proposal. 42019 PROXY STATEMENT PROPOSAL 1: ELECTION OF TRUSTEES2020 PROXY STATEMENT nine of whom will be standingwho have been nominated for election at our Annual Meeting. Our Board, on the recommendation of our Corporate Governance and Nominating Committee, has nominated each of Mr. Steven Roth, Ms. Candace K. Beinecke, Messrs.Mr. Michael D. Fascitelli, Ms. Beatrice Hamza Bassey, Messrs. William W. Helman IV and David M. Mandelbaum, Ms. Mandakini Puri, Mr. Daniel R. Tisch, Dr. Richard R. West and Mr. Russell B. Wight, Jr. for election at our Annual Meeting. If elected, such persons will serve until the Annual Meeting of Shareholders in 20202021 and until their respective successors are duly elected and qualified. Each of these nominees currently serves as a member of our Board. On March 24, 2019, Mr. Michael Lynne, who had served as a member of our Board of Trustees from 2005, passed away. On April 3, Mr. Robert P. Kogod, an existing Trustee, determined not to stand for re-election at our Annual meeting.nine10 nominees for Trustees listed below.Trustees. If any nominee at the time of election is unavailable to serve, it is intended that each of the persons named in the proxy will vote for an alternate nominee who will be recommended by the Corporate Governance and Nominating Committee of our Board and nominated by the Board. Alternatively, the Board may reduce the size of the Board and the number of nominees. Proxies may be exercised only for the nominees named or such alternates. We do not currently anticipate that any nominee for Trustee will be unable to serve as a Trustee."FOR"“FOR” the election of each of the nominees listed below to serve as a Trustee until the Annual Meeting of Shareholders in 20202021 and until his or her respective successor has been duly elected and qualified."for"“for” votes than "withhold"“withhold” votes) in an uncontested election (such as this election) will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board for its consideration. AnA “withhold” vote or an abstention, oras applicable, will count for the purposes of determining a broker non-votequorum, but will have no effect on the result of the votes on this vote.proposal. 2019 PROXY STATEMENT5 20192020 Annual Meeting for a term of one year.year 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 First
Appointed Principal Occupation Roles and
Committees Steven Roth(2) 78 1979 Chairman and Chief Executive Officer of the Company Executive (Chair) Candace K. Beinecke 73 2007 The Senior Partner of Hughes Hubbard & Reed LLP • Michael D. Fascitelli(2) 63 1996 Owner, MDF Capital LLC • Beatrice Hamza Bassey 48 2020 Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd. • William W. Helman IV 61 2019 General Partner of Greylock Partners • Compensation, Corporate Governance & Nominating 84 1979 A member of the law firm of Mandelbaum & Mandelbaum, P.C.; a general partner of Interstate Properties • Mandakini Puri 60 2016 Private equity consultant • Daniel R. Tisch 68 2012 Managing Member of TowerView LLC • Richard R. West 82 1982 Dean Emeritus, Leonard N. Stern School of Business, New York University • Russell B. Wight, Jr.(2) 80 1979 A general partner of Interstate Properties • Executive Name Age Principal Occupation
and, if applicable, Present Position
with the Company Year First
Elected
as Trustee
Steven Roth(1)
77
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
1979
Candace K. Beinecke(1)(2)(3)(4)
72
The Senior Partner of Hughes Hubbard & Reed LLP
2007
Michael D. Fascitelli
62
Owner, MDF Capital LLC since June 2013. From May 2009 to April 15, 2013, President and Chief Executive Officer of the Company
1996
William W. Helman IV(2)(3)(5)
60
General Partner of Greylock Partners
2019
David M. Mandelbaum(2)
83
A member of the law firm of Mandelbaum & Mandelbaum, P.C.; a general partner of Interstate Properties
1979
Mandakini Puri(2)(3)(6)
58
Independent consultant
2016
Daniel R. Tisch(2)(5)(6)
67
Managing Member of TowerView LLC
2012
Dr. Richard R. West(2)(5)(6)
81
Dean Emeritus, Leonard N. Stern School of Business, New York University
1982
Russell B. Wight, Jr.(1)(2)
79
A general partner of Interstate Properties
1979
(1)Member of the Executive Committee of the Board.(2)("NYSE"(“NYSE”) as determined by the Board.(3)Memberthe Corporate Governance and Nominating Committee1% of the Board.(4)Lead Independent Trustee.(5)Member of the Compensation Committee of the Board.(6)Member of the Audit Committee of the Board.Biographies of our Trustees 6 VORNADO REALTY TRUST 2020 PROXY STATEMENT "Interstate"“Interstate”) and he currently serves as its Managing General Partner. He is the Chairman of the Board and Chief Executive Officer of our affiliate, Alexander's,Alexander’s, Inc. (a New York Stock Exchange-listed real estate investment trust 32.4% of which is owned by the Company). Since January 2015, Mr. Roth has been a member of the Board of Trustees of Urban Edge Properties 6VORNADO REALTY TRUST2019 PROXY STATEMENT (a (a New York Stock Exchange-listed real estate investment trust and the spin-off of the Company'sCompany’s former shopping center business, "Urban Edge"“Urban Edge”). Since July 18, 2017, Mr. Roth has been the Chairman of the Board of Trustees of JBG SMITH Properties (a New York Stock Exchange-listed real estate investment trust and the spun-off successor to our former Washington D.C. business, "JBG SMITH" and the "Washington Spin"“JBG SMITH”). Each of these other Boards upon which Mr. Roth serves is either a current affiliate of the Company or a company recently spun-off from Vornado. Our board believes the presence of Mr. Roth on each of these Boards is beneficial to the Company and/or the broadly overlapping shareholder base of the Company, Urban Edge, and JBG SMITH.Hubbard'sHubbard’s Corporate Department. Ms. Beinecke serves as ChairpersonChair of the Board of Arnhold & S. Bleichroeder Advisors LLC'sLLC’s First Eagle Funds, Inc. (a U.S. public mutual fund family). Since September 2018, Ms. Beinecke has also served as a member of the Board of Directors of CBS CorporationViacomCBS (a New York Stock Exchange-listed U.S. media company).LLCLLC) (a New York Stock Exchange-listed, global, institutional, alternative asset manager).theits sustainability and innovation committee. In addition, Mr. Helman currently serves on the boards of the Broad Institute, Harvard Management Company, Isabella Stewart Gardner Museum, Dartmouth-Hitchcock Medical Center and the Steppingstone Foundation. VORNADO REALTY TRUST 7 Alexander's. 2019 PROXY STATEMENTVORNADO REALTY TRUST7 Alexander's.Alexander's."Certain“Certain Relationships and Related Transactions—Transactions Involving Interstate Properties."Dr. WestMs. Puri are also directors of Alexander's.Alexander’s. As of the record date, the Company, together with Interstate and its general partners, beneficially owns approximately 59% of the outstanding common stock of Alexander's.Alexander'sAlexander’s and other relationships involving our Trustees, see "Certain“Certain Relationships and Related Transactions." 8VORNADO REALTY TRUST2019 PROXY STATEMENT CORPORATE GOVERNANCE 8 VORNADO REALTY TRUST OUR MISSION
AND CULTURE isare to do so in a manner that:this withour mission the highest ethical standards and in a sustainable manner. Regular Shareholder Engagement Regular ShareholderEngagementDuring each of the past five years, we have regularly met Strong, Independent, Diverse and Engaged Board Strong, Independent,Diverse and EngagedBoardthreefour years, we have added twothree new Trustees.Trustees in replacement of three previous members of the Board. We are committed to a continuous process of Board refreshment.Over 80%•membersmember being the current and former Chief Executive Officers.22%female. appointment or election) to hold Company equity having a value of at least 5x their annual cash retainer.oversight.leadled by our Lead Independent Trustee. VORNADO REALTY TRUST 9 Strong Shareholder Rights 2019 PROXY STATEMENTVORNADO REALTY TRUST9 Strong Shareholder Rightschanged our voting standards for Trustees so that ifrequire a Trustee does not receive majority support, he or she mustto tender his or her offer of resignation.a clawback policy.We have an anti-hedging policy.•charterDeclaration of Trust may be amended by approval of the Board of Trustees and a majority vote of our outstanding Shares other than with respect to limited provisions intended to protect our real estate investment trust tax status and the removal of Trustees. Shareholder Engagement and Governance ChangesDuringOver the past fourseveral years we have adopted a number of significant governance changes following outreach to our shareholders for their views. During each of the last fivesix years, we met with or spoke to holders of more than 50% of our Shares. Based on that outreach, we believe the combination of actions we have taken present an overall governance structure responsive to our shareholders'shareholders’ views. The changes implemented include:twothree new independent Trustees, Ms. PuriHamza Bassey, Mr. Helman and Mr. Helman.22%30% of our Board members are female.•changedadopted anti-hedging and anti-pledging policies.voting standardsclaw-back policy to also provide for Trustees so that if a Trustee does not receive majority support, hepotential claw-backs for violations of Company policies as well as for bad faith or she must tender hisdishonest actions or her offerreceipt of resignation. 10 VORNADO REALTY TRUST 2020 Proxy Statement roleoversight by the Corporate Governance and authorityNominating Committee of our Lead Independentcompliance with this policy.such that, among other things, the Lead Independentselection process and our current and desired Trustees 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.•We appointed Ms. Candace K. Beinecke as Lead Independent Trustee.•We adopted an anti-hedging policy.•We adopted a claw-back policy.
NYSE-ListedNYSE'sNYSE’s Corporate Governance Standards.•• 10VORNADO REALTY TRUST2019 PROXY STATEMENT •••Trustees'Trustees’ and executive officers'officers’ filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Securities“Securities Exchange Act"Act”), are also available on our website. In addition, copies of these documents are available free of charge from the Company upon your written request. Requests should be sent to our investor relations department located at our principal executive office.Corporate Governance at a Glance VORNADO REALTY TRUST 11 Board Independence Seven outnine10 of our Trustees standing for election are independent.Trustees areTrustee is our current and former CEOs,CEO, who havehas extensive and valuable experience with our Company.
Board Composition Board Composition•10 (to be nine effective upon Mr. Kogod's retirement following the Annual Meeting).
Board CommitteesBoard Committees•We have
Leadership StructureLeadership Structure•7, 2019.12, 2020. Among other duties, our Lead Trustee chairs executive sessions of the independent Trustees at every regular Board meeting to discuss certain matters without management present and approves agenda items and materials sent to the Board. Furthermore, Ms. Beinecke works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors. 2019 PROXY STATEMENTVORNADO REALTY TRUST11
•Risk Oversight•Company'sCompany’s strategies and risks where the Board actively questions and considers these topics.
Open Communication and Shareholder EngagementOpen Communication and Shareholder Engagement• Trustee Stock Ownership 12 VORNADO REALTY TRUST 2020 Proxy Statement
Management Succession PlanningManagement Succession Planning• 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.Company'sCompany’s continued success. Pursuant to our Corporate Governance Guidelines, on at least an annual basis and typically more frequently, the Board, in full meetings and in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near- near—and long-term planning. The Board reviews potential candidates for promotion in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of the Company'sCompany’s current executive officers and succession candidates, the time linetimeline for implementing each succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.
Sustainability and Corporate ResponsibilitySustainability and Corporate Responsibility•Themonitorsmonitor our programs and initiatives on sustainability, environmental matters, climate change and social responsibility and receivesreceive updates regularly at regularly.meetings.Board Independenceseven outnine of nineour 10 Trustees standing for election are independent. The Board had previously determined that each of Messrs. Kogod and Lynne was independent during his term of service on the Board. The Board reached these conclusions after considering all applicable relationships between or among such Trustees and the Company or management of the Company. These relationships are described in the sections of this proxy statement entitled "Relationships“Relationships Among Our Trustees"Trustees” and "Certain“Certain Relationships and Related Transactions."” Among other factors considered by the Board 12VORNADO REALTY TRUST2019 PROXY STATEMENT Board'sBoard’s determination that these Trustees met all of the "bright-line"“bright-line” requirements of the NYSE'sNYSE’s Corporate Governance Standards as well as the categorical standards adopted by the Board as contained in our Corporate Governance Guidelines."related parties"“related parties” means our executive officers and Trustees, as well as any such person'sperson’s immediate family members. The policy also covers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. Under the policy, all related party transactions are submitted to the Board or an independent committee thereof for review and are subject to approval.Board Participation VORNADO REALTY TRUST 13 oversight. Our Boardoversight and regularly has in-depth discussions concerning the Company'sCompany’s strategies and risks during which the Board actively questions and considers these topics. Our Board is involved in every strategic decision made by the Company, agendas are organized so that, at every regular meeting, strategic and business decisions receive the most prominent importance and our CEO regularly consults with Board members on these matters between meetings. Furthermore, the Board regularly meets with the Company’s most senior executive officers as well as the officers who directly report to the most senior executives. The Board believes a good working knowledge of these multiple levels of management aid it considerably in its important role of management oversight as well as with succession planning.
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trusteesTrustees must possess. The Corporate Governance and Nominating Committee and the Board believe that considering a Board candidate involves various objective and subjective assessments, many of which are difficult to quantify or categorize. However, the Corporate Governance and Nominating Committee and the Board do consider the following characteristics, competencies, and attributes when considering candidates for inclusion on our Board. 2019 PROXY STATEMENTPersonal CharacteristicsVORNADO REALTY TRUST13 Personal Characteristics•••Company'sCompany’s performance.•others'others’ opinions and the willingness to listen.•
Core competenciesCore competencies• 14 VORNADO REALTY TRUST 2020 Proxy Statement ••
Management:•Management: Experience in corporate management. Understand management trends in general and in the areas in which we conduct our business.•
Industry:•Industry: Specialized experience and skills in areas in which the Company conducts its business, including real estate, investments, capital markets and technology relevant to the Company.•
Leadership:•Leadership: Understand and possess leadership skills and have a history of motivating high-performing, talented managers.••
Commitment to our CompanyCommitment to our Company• 14VORNADO REALTY TRUST2019 PROXY STATEMENT •Trustee'sTrustee’s roles and responsibilities (including the general legal principles that guide Board members).••Company'sCompany’s equity ownership requirements.
Team and Company considerationsTeam and Company considerations•
Diversity:•Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, age, background, geographic origin, and professional experience (public, private, and non-profit sectors).Trustee's (other than Mr. Kogod, who will be retiring from the Board following the Annual Meeting)Trustee’s competencies are included in each Trustee'sTrustee’s profile. VORNADO REALTY TRUST 15
Competency/AttributeRothBeineckeFascitelliHelmanMandelbaumPuriTischWestWight Roth Beinecke Fascitelli Hamza Bassey Helman Mandelbaum Puri Tisch West Wight Operational x x x x x x x Public company experience x x Public company experience x x x x x x x x x Industry expertise 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 xxxxxxxx Investment management 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 Government/business conduct/legal x x x x xxx x x x x Environmental, social and governance x x x x x 2019 PROXY STATEMENTVORNADO REALTY TRUST15 Board Leadership Structurecurrent and former Chief Executive Officers.Officer. In addition, all of the members of our Board'sBoard’s committees, except the Executive Committee, are independent.Board'sBoard’s independence from management.•••"Lead“Lead Trustee Role."”••
Lead Trustee Role 16 VORNADO REALTY TRUST 2020 Proxy Statement 7, 2019.12, 2020. When making the selection, the Boardindependent Trustees considered the attributes desired in a Lead Trustee, including being an effective communicator, having the ability to provide leadership and encourage open dialogue, and having a relevant background and the ability to devote sufficient time and attention to the position.••ooo 16VORNADO REALTY TRUST2019 PROXY STATEMENT •••••threefour years, we have added twothree new independent trustees,Trustees, Ms. PuriHamza Bassey, Mr. Helman and Mr. Helman.Ms. Puri. We are committed to ongoing Board refreshment and will continue to actively pursue qualified, diverse candidates for election to our Board.1113 meetings during 2018.2019. 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 2018. VORNADO REALTY TRUST 17 Trustees'Trustees’ attendance at the Annual Meetings of Shareholders. All of our Trustees serving at the time of our 20182019 Annual Meeting of Shareholders were present at the meeting.Audit Committeefiveeight meetings during 2018. The2019. During 2019, the members of the Audit Committee arewere Dr. West, as Chairman,Chair, Ms. Puri and Mr. Tisch. 2019 PROXY STATEMENTVORNADO REALTY TRUST17 "audit“audit committee financial expert,"” as defined by SEC Regulation S-K (and thus has three such experts serving on its Audit Committee) and that each of such persons also meets the NYSE standards for financial management expertise. The Board reached this conclusion based on the relevant experience of each of Dr. West, Ms. Puri and Mr. Tisch, including as described above under "Biographies“Biographies of our Trustees."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 procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of our Annual Report on Form 10-K, reviewing our quarterly financial statements prior to the filing of each of our Quarterly Reports on Form 10-Q and annually auditing the effectiveness of internal control over financial reporting and other procedures. Persons interested in contacting our Audit Committee members with regard to accounting, auditing or financial concerns will find information on how to do so on our website (www.vno.com/governance/confidential-board-contact). Compensation CommitteeCompany'sCompany’s omnibus share plans. The committee, which held fivefour meetings during 2018, consists2019, consisted of the following members: Mr. Tisch, as Chair, Mr. Helman and Dr. West. Mr. Michael Lynne, a member of our Board of Trustees until his passing on March 24, 2019, served as Chairman of the Compensation Committee during 2018 and until his passing. Mr. Helman was appointed to the Compensation Committee upon his joining the Board on April, 3, 2019. EachMr. Helman was appointed to the Compensation Committee to serve the vacancy left by the passing in 2019 of Mr. Lynne,Michael Lynne. Each of Mr. Helman, Mr. Tisch and Dr. West had or have been determined by the Board to be independent. The Board has adopted a written Compensation Committee Charter which is available on our website (www.vno.com/governance/committee-charters).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, retain and approve fees for, and to 18 VORNADO REALTY TRUST 2020 Proxy Statement Committee'sCommittee’s Charter. 18VORNADO REALTY TRUST2019 PROXY STATEMENT "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 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.Corporate Governance and Nominating Committee2018, consisted of Ms. Beinecke, as Chair, and Messrs. Mandelbaum and Wight. In response to shareholder input, following the Annual Meeting in 2018 the Board determined to change the membership of the Committee. As of April 3, 2019, the Committeecurrently consists of Ms. Beinecke, as Chair, and Mr. Helman and Ms. Puri as the two other members. Prior to April 3, 2019, the Committee consisted of Ms. Beinecke, as Chair, and Messrs. Mandelbaum and Wight who rotated off the Committee. During 2018,2019, members of the Corporate Governance and Nominating Committee led several discussions of governance matters with the full Board. Further, in the past year Ms. Beinecke (and members of management) met in person or telephonically with several significant shareholders to discuss our governance practices. Each of Ms. Beinecke and Mr. Helman, Mr. Mandelbaum,and Ms. Puri and Mr. Wight have been determined by the Board to be independent. The Board has adopted a written Corporate Governance and Nominating Committee Charter, which is available on our website (www.vno.com/governance/committee-charters). The committee'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. 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 Alan J. Rice, 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.2019 annual meeting2020 Annual Meeting and assuming Mr. Roth were to be re-elected at all the boards on which he currently serves, the Corporate Governance and Nominating Committee (and later the full Board) considered that Mr. Roth would serve on boards of three public companies in addition to our Board. However, the Committee noted that one of those companies, Alexander's,Alexander’s, is an affiliate for which we manage its properties and the two other companies (JBG SMITH and Urban Edge) resulted from spinning business units out of our company and have a broadly overlapping shareholder base. The Corporate Governance and Nominating Committee and the full Board each determined that Mr. Roth'sRoth’s service on these other Boards does not detract from his ability to represent, and devote time to, our company and such other Board service may in fact benefit our company. In particular, the Committee considered that:Executive Committee VORNADO REALTY TRUST 19 2018.The Board'sThe Board’s Role in Risk OversightCompany'sCompany’s senior management team, the Board of Trustees is responsible for the overall supervision of the Company'sCompany’s risk management activities. The 2019 PROXY STATEMENTVORNADO REALTY TRUST19 Board's Board’s oversight of the material risks faced by our Company occurs at both the full Board level and at the committee level. The Board'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, environmental and climate change risks. The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate "risk owner"“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 which our management assesses and manages the Company'sCompany’s exposure to risk and reports to the full Board its conclusions as a partial basis for further discussion by the full Board. This enables the Board and the applicable committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. In addition to the Board'sBoard’s review of risks applicable to the Company generally, the Board conducts regular strategic and personnel reviews.www.vno.com). 202019 PROXY STATEMENT CORPORATE SOCIAL RESPONSIBILITY and governance and environmental principles are essential to our success. Our goal is to operate with the highest level of integrity and in a sustainable manner. We believe that an integrated approach to business strategy, corporate governance, sustainability and corporate citizenship provides for a better operating company, creates more attractive properties and creates long-term value. The following table highlights certain of our policies and initiatives in the area of corporate social responsibility.••a clawback policy.recently enhanced our claw-back policy to also provide for potential claw-backs for violations of significant Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.•an anti-hedging policy.and anti-pledging policies.•••contributions.contributions on behalf of the Company and these are subject to the oversight of our Corporate Governance and Nominating Committee.•••••••policies.•Our Boardpolicies with the oversight of the Corporate Governance and Nominating Committee and, ultimately, oversees and monitors our internal compliance with policies.
Employee Inclusion• 2019 PROXY STATEMENTVORNADO REALTY TRUST21 threefour times, most recently in 2018.2019.•and we were recognized as a sector leader in 20172018, and we scored in the top 6% of over 800950 responding companies in 2018.2019. VORNADO REALTY TRUST 21 ••propertyproperties in the United States.
SustainabilityVornado'sVornado’s sustainability practices, recognizing that sustainability and energy efficiency are central to Vornado'sVornado’s business strategy. In connection with our sustainability programs, we focus on:•••••environmental, social and governancesustainability report available on our website atwww.vno.com/sustainability/overview.
Social Engagement 222019 PROXY STATEMENT 18, 2019,16, 2020, 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) 9,527,087 4.96% 4.65% David Mandelbaum(5)(8)(10) 8,964,613 4.69% 4.38% Russell B. Wight, Jr.(5)(8)(11) 5,963,370 3.12% 2.92% Michael D. Fascitelli(7)(8)(12) 2,231,790 1.17% 1.09% Michael J. Franco(7)(8) 305,822 * * Joseph Macnow(7)(8)(13) 198,775 * * Glen J. Weiss(7)(8) 71,104 * * Daniel R. Tisch(8)(14) 66,941 * * Richard R. West(8)(15) 40,724 * * Candace K. Beinecke(8) 21,769 * * William W. Helman IV(8) 5,000 * * Mandakini Puri(8) 2,628 * * Haim H. Chera(8) — * * Beatrice Hamza Bassey(8) — * *
officers as a group (17
persons)(7)(8) 16,972,394 8.78% 8.28% Other Beneficial Owners The Vanguard Group, Inc.(16) 100 Vanguard Blvd
Malvern, PA
19355 28,077,247 14.69% 13.73% Norges Bank
(The Central Bank of Norway)(17) Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway 18,082,373 9.46% 8.84% BlackRock, Inc.(18)
New York, NY
10055 15,655,193 8.19% 7.65% State Street Corporation(19) One Lincoln Street
Boston, MA
02111 11,161,993 5.84% 5.46% JPMorgan Chase & Co.(20) 270 Park Avenue
New York, NY
10017 9,786,038 5.12% 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)
Named Executive Officers and Trustees Steven Roth(5)(6)(7)(8) (9) 9,757,160 5.09% 4.78% David Mandelbaum(5)(8)(10) (9) 8,961,985 4.70% 4.40% Russell B. Wight, Jr.(5)(8)(11) (9) 5,960,742 3.12% 2.93% Michael D. Fascitelli(7)(8)(12) (9) 2,509,032 1.31% 1.23% Robert P. Kogod(8)(13) (9) 2,063,449 1.08% 1.01% David R. Greenbaum(7)(8)(14) (9) 658,426 * * Joseph Macnow(7)(8)(15) (9) 293,687 * * Michael J. Franco(7)(8) (9) 279,173 * * Daniel R. Tisch(8)(16) (9) 64,313 * * Richard R. West(8)(17) (9) 38,096 * * Candace K. Beinecke(8) (9) 16,664 * * William W. Helman IV(8) (9) 5,000 * * Mandakini Puri(8) (9) 0 * *
All Trustees and current executive
officers as a group (13 persons)(7)(8) (9) 19,600,631 10.09% 9.57%
Other Beneficial Owners The Vanguard Group, Inc.(18) 100 Vanguard Blvd
Malvern, PA
19355 27,207,051 14.26% 13.37% BlackRock, Inc.(19) 55 East 52nd Street
New York, NY
10055 16,934,287 8.88% 8.32% JPMorgan Chase & Co.(20) 270 Park Avenue
New York, NY
10017 13,382,921 7.02% 6.57% 2019 PROXY STATEMENTVORNADO REALTY TRUST23 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) Norges Bank
(The Central Bank of Norway)(21) Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway 12,382,373 6.49% 6.08% State Street Corporation(22) One Lincoln Street
Boston, MA
02111 9,693,447 5.08% 4.76% * VORNADO REALTY TRUST 23 (1)190,743,262191,103,928 Shares and 12,806,17413,426,822 Units (other than Units held by the Company) outstanding as of March 18, 2019.16, 2020.(2)94%93% of the Units of, the Operating Partnership as of March 18, 201916, 2020 (one Unit for each Share outstanding). Generally, any time after one year from the date of issuance (or two years in the case of certain holders), holders of Units (other than the Company) have the right to have their Units redeemed in whole or in part by the Operating Partnership for cash equal to the fair market value, at the time of redemption, of one Share for each Unit redeemed or, at the option of the Company, cash or one Share for each Unit tendered, subject to customary anti-dilution provisions (the "Unit“Unit Redemption Right"Right”). Holders of Units may be able to sell publicly Shares received upon the exercise of their Unit Redemption Right pursuant to registration rights agreements with the Company or otherwise pursuant to applicable securities laws and rules. The Company has filed registration statements with the SEC to register the issuance or resale of certain of the Shares issuable upon the exercise of the Unit Redemption Right.(3)(4)(5)(6)Roth'sRoth’s spouse, as to which Mr. Roth disclaims any beneficial interest.(7)473,321;193,451; Michael D. Fascitelli—473,321; David R. Greenbaum—194,442; Joseph Macnow—148,066;193,451; Michael J. Franco—80,906;83,309; Joseph Macnow—32,238; Glen Weiss—8,888; and all Trustees and executive officers as a group—1,370,056.549,199.(8)0;49,797; David Mandelbaum—9,599;12,227; Russell B. Wight, Jr.—9,599;12,227; Michael D. Fascitelli—5,261; Robert P. Kogod—9,599; David R. Greenbaum—0; Joseph Macnow—0;7,889; Michael J. Franco—0;24,246; Joseph Macnow—20,916; Glen J. Weiss—1,489; Daniel R. Tisch—9,313;11,941; Richard R. West—8,991;11,619; Candace K. Beinecke—12,140;14,768; William W. Helman IV—0; Mandakini Puri—2,628; Haim H. Chera—0; Beatrice Hamza Bassey—0; and all Trustees and executive officers as a group—64,502.201,924. The number of Shares or Units beneficially owned by the following persons does not include the number of unvested or unredeemable restricted units 24VORNADO REALTY TRUST2019 PROXY STATEMENT 275,739;252,865; David Mandelbaum—3,973;3,956; Russell B. Wight, Jr.—3,973;3,956; Michael D. Fascitelli—3,973; Robert P. Kogod—3,973; David R. Greenbaum—170,393; Joseph Macnow—107,461;3,956; Michael J. Franco—170,447;231,068; Joseph Macnow—105,241; Glen J. Weiss—116,549; Daniel R. Tisch—3,973;3,956; Richard R. West—3,973;3,956; Candace K. Beinecke—3,973;3,956; William W. Helman IV—6,341; Mandakini Puri—6,662;6,645; Haim H. Chera—375,607; Beatrice Hamza Bassey—0; and all Trustees and executive officers as a group—758,513.1,429,589. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Outperformance Plan Units ("(“OPP Units"Units”) as indicated: Steven Roth—424,908; David R. Greenbaum—143,407; Joseph Macnow—92,949;238,257; Michael J. Franco—132,783;74,455; Joseph Macnow—52,119; Glen J. Weiss—8,434; and all Trustees and executive officers as a group—794,047.461,057. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Appreciation Only Long-Term Incentive Plan Units as indicated: Steven Roth—258,152; David R. Greenbaum—87,127; Joseph Macnow—56,472;265,824; Michael J. Franco—80,67583,072; Joseph Macnow—58,150; Glen J. Weiss—43,246; and all Trustees and executive officers as a group—482,426.(10)Mandelbaum'sMandelbaum’s grandchildren.(11)(12)1,400,756672,334 Shares held in a grantor annuity trust, 67,537 Shares held by a limited partnership and 105,191 Shares held in a limited liability company and does not include 3,150 Shares owned by his children as to which Mr. Fascitelli disclaims any beneficial interest.(13)Includes 1,099,796 Units held through corporations (individually or jointly with his spouse). 188,972 Shares/Units held by his spouse as to which Mr. Kogod disclaims any beneficial interest.(14)Includes 49,817 Units held by a limited liability company, 200,000 Units held in grantor trusts and 30,700 Shares held in a family trust. Excludes 150,000 Shares held by a limited liability corporation, 53,960 Shares and 3,040 Units held in trusts for the benefit of his children and 12,948 Units held by his spouse as to which Mr. Greenbaum disclaims any beneficial interest.(15)Excludes 3,9413,128 Shares held by Mr. Macnow'sMacnow’s spouse.(16)(17) 24 VORNADO REALTY TRUST (18)2019.2020.(19)2019.2020.(20)14, 2019.(21)According to an amendment to Schedule 13G filed on January 5, 2018. Pursuant to a Form 13-F, filed on March 4, 2019, Norges Bank reported owning 18,082,373 at December 31, 2018, or 9.48% of our Shares.(22)According to a Schedule 13G filed on February 14, 2019. 2019 PROXY STATEMENTVORNADO REALTY TRUST25
Delinquent Section 16(a) ReportsSection 16(a) Beneficial Ownership Reporting Compliancedeficiencydeficiencies under Section 16(a) by our Trustees, executive officers and 10% shareholders in the year ended December 31, 20182019 (or in 2019,2020, prior to the mailing of this proxy statement) waswere one late filing in 2019 by Mr. Steven RothGlen Weiss with regard to a transaction reported on a Form 4 and one late filing in 2020 by Mr. William W. Helman IV with regard to a transaction reported on a Form 4. 26 20192020 PROXY STATEMENT
Executive SummaryCOMPENSATION DISCUSSION AND ANALYSISExecutive•At least one-half(other than equity in lieuwith actual value tied to Vornado’s Share price performancecash bonus) granted to our Chief Executive Officer ("CEO") and our other named executive officers islong-term compensation in the form of performance-based equity thatrequires the achievement of significant performance hurdles forto have any valueequitystrong pay-for-performance alignment within our programhaveany value.•Over 90% of the total value of the CEO's compensation is in the form of equity, so that the actual value of our CEO's compensation directly fluctuatesalign with the most important business metrics that drive value of our Shares.creation: FFO, NOI, and Total Shareholder Return (“TSR”)•Over 75% of the total value of the compensation for our other named executive officers is in the form of equity.•We have a formula-driven annual bonus plan. Substantial Share Ownership Requirements•We require our Company equity having a value equal toof at least 6x his salary and each of our other named executive officers toNEOs must hold Company equity with a value equal toof at least 3x such executive's salary. No Excessive Change of Control or Severance Payments✓•We have double-triggercontrol.control•Our CEO has no employment agreementis not entitledanti-pledging policies; our anti-hedging policy applies to any special severance upon a change of controlTrustees and executive officers and covers hedging their ownership in Shares, including by trading in options, puts, calls, or other employment termination. Other Shareholder Friendly Compensation-Related Provisions•We have no excessive perks and do not have a retirement plan other than a 401(k).•We have an anti-hedging policy.•We have an anti-pledging policy.•We do not have any tax gross-ups.Executive Summary 26 VORNADO REALTY TRUST One 2020 PROXY STATEMENT fundamental objectives ofexecutive pay philosophy used by our Compensation Committee is to ensure we provide a comprehensive compensationmake decisions. that aids us in our efforts to attract, retain and appropriately reward a "best-in-class"our senior executive management team. Such a program is critical to our achieving continued successThis CD&A explains how the Compensation Committee made 2019 compensation decisions for the following named executive officers (the “Named Executive Officers” or “NEOs”):highly-competitive commercial real estate industry.year granted, even if that year is different than the year for which a grant was earned. Because the equity we grant is awarded for performance in the prior year, the SEC’s approach requires that we disclose our equity awards for 2018 performance as 2019 compensation in the Summary Compensation Table. In other words, we grant annual incentive equity retrospectively—in the first quarter of a new year for the actual performance in the most recently completed year. To better alignmore accurately present our compensation information in line with how our decisions are actually made (as described in more detail under “—Comparison of 2017-2019 Direct/Realizable Compensation”), the interestsfollowing discusses both the annual incentive paid for a year and the equity granted following that applicable year after performance has been assessed. We also present (under “—Realized Compensation Table”), the actual compensation received for 2019, 2018, and 2017. We believe realized compensation is helpful in evaluating the effectiveness of our executive officerscompensation program. VORNADO REALTY TRUST 27 a pay-for-performance setting, a significant portionthe number of each executive's totalSenior Executives eligible to participate in the bonus pool, our Compensation Committee will consider reducing the size of the pool.is variable through a combinationprogram, with the aim of performance-based, short-making meaningful changes. Since our 2019 annual meeting, we reached out to shareholders representing more than 70% of our outstanding shares and long-term incentives, which are describedhad conversations with 55%, including many who voted against our say-on-pay proposal. Our Lead Independent Trustee participated in more detail below.these conversations. 2019 PROXY STATEMENT27 2020 PROXY STATEMENT The objectives ofto: Shareholder Feedback Vornado’s Response Annual Incentive Awards Performance-Based, Long-Term Incentive Awards Disclosure Practices VORNADO REALTY TRUST 29 30 VORNADO REALTY TRUST 2020 PROXY STATEMENT "best-in-class"“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. ATTRACTother highly qualifiedhighly-qualified executives to strengthen that team as needed. Our executive compensation program is intended to rewardachievement of annual, long-term and strategic goals of both the Company and the individual executive. To achieve this, our executive compensation program includes both fixed and variable components, as well as annual and long-term components, as described below. In particular, a majority of the compensationpay mix for our Chairman and Chief Executive Officer and our other named executive officers (who are identified in the Summary Compensation Table below, the "Named Executive Officers" or "NEOs") has been in the formCEO. 98% of equity compensation. This equityhis total direct/realizable 2019 compensation is awarded in a combination of "future performance" awards and/orvariable and subject to Company performance. For our 2020 performance-based equity award (granted for 2019 performance), we re-introduced OPP awards with time-based vesting provisions. The "future performance" awards made in 2019 (for 2018 performance) to our CEO and our other NEOs were in the form of Performance Conditioned Appreciation-Only Long-Term Incentive Plan Units ("Performance Conditioned AO LTIP Units"). Performance Conditioned AO LTIP Units are grants of units in our operating partnership (Vornado Realty L.P.) that require the achievement of certainthree-year performance conditions by a specified date or they are forfeited. The performance condition for Performance Conditioned AO LTIP Units granted in 2019 is that, prior to the fourth anniversary of the date of grant, the Company's Shares must trade (for each of 20 consecutive trading days) at a price at least equal to 110% of the price per Share on the date of grant of the awards. In 2018 and 2017, the "future performance" awards granted (for 2017 and 2016 performance) to our CEO and other NEOs were in the form of OPP Units which are subject to multi-year TSR performance. "TSR" means our total shareholder return including dividends. The "future performance" requirements and/or time-based vesting provisions are designed to ensure that the value of our CEO's ultimately realized compensation is based on our share price performance, further aligning his interests with those of the Company and our shareholders. "OPP" means our outperformance plans and "OPP Units" are the awards granted under those plans. Awards made to executives other than our CEO and other Named Executive Officers made in 2019 (for 2018 performance) were in a combination of AO LTIP Units (as described under "Compensation Components") and restricted units.periods. 282019 PROXY STATEMENT In addition to the goals and objectives of our compensation program, we are also committed to promoting appropriate governance applicable to compensation that serves the interests of both our executive management team and shareholders. The table below highlights key features of our compensation for our NEOs and governance programs:✓WHAT WE DO✗WHAT WE DON'T DO✓Directly align pay with performance as evidenced by our annual bonus program, which is formula-driven and our annual equity awards, which are tied to a material increase in our share price or absolute and relative TSR✗No excise tax gross-up provisions ✓Create significant alignment with shareholders by paying the majority of our NEO compensation in the form of equity✗No guaranteed cash incentives, equity compensation or salary increases for Named Executive Officers 31 ✓Maintain a cap on incentive compensation payments✗No excessive perquisites or benefits ✓Include robust hurdles in our future performance awards for them to have any value✗No dividends or distributions on unearned equity awards subject to performance-based vesting (except limited distributions for tax purposes) 32 ✓Robust equity ownership requirements CEO: 6x salary Other executives: 3x salary Trustees: 5x annual cash retainer✗No excessive retirement benefits ✓"Double trigger" acceleration of the vesting of any unvested equity awards in connection with a change of control✗No hedging or pledging of our equity securities ✓Clawback policy✗No golden parachute for our CEO ✓Annual compensation risk assessment✗No repricing of options ✓Annual say-on-pay vote ✓Independent compensation consultant VORNADO REALTY TRUST As an indication of the positive response of our shareholders to our approach, at our 2018 Annual Meeting approximately 85% 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 2018 votes and has continued our compensation program design which it believes embodies shareholder-friendly practices. 20192020 PROXY STATEMENTVORNADO REALTY TRUST29 Business HighlightsFor 2018, the following highlights were among the factors considered in the compensation decision process:BUSINESS HIGHLIGHTSNet income for the year ended December 31, 2018 was $2.01 per diluted share, compared to $0.85 per diluted share for 2017. Total Funds From Operations ("FFO") for the year ended December 31, 2018 was $3.82 per diluted share, compared to $3.75 per diluted share for 2017. FFO, as adjusted for the year ended December 31, 2018 was $3.76 per diluted share, compared to $3.73 per diluted share for 2017. FFO and FFO, as adjusted, are non-GAAP measures defined on Annex A of this Proxy Statement. Company-wide cash basis Net Operating Income ("NOI") for 2018 was $1.338 billion, compared to $1.315 billion for 2017. 2018 cash basis "same store" NOI increased 3.9%. NOI is a non-GAAP measure defined on Annex A to this Proxy Statement. Our Manhattan Street Retail assets produced $324.2 million of cash NOI in 2018, well ahead of the $309 million minimum we guided in the beginning of 2018, which we increased to $315 million in the third quarter. Our 2018 leasing activity for the year, across the entire business including New York, theMART and 555 California Street and Retail, totaled approximately 2.6 million square feet in 230 leases, with industry leading mark-to-market increases of 25.6% GAAP and 18.4% cash. At year end, office occupancy for New York, theMART and 555 California Street was 97.0% and retail occupancy was 97.3%.In 2018, we completed $2.6 billion of financings in seven transactions. We completed the following acquisitions during 2018:•$442 million acquisition of the retail condominium at 1535 Broadway;•$44 million acquisition of 537 West 26th Street and 55,000 square feet of additional zoning air rights; and•$42 million purchase price to increase our ownership interest in the joint venture that is developing the Farley Office and Retail Building to 95.0% from 50.1% where we are developing 850,000 square feet of unique office and retail space. We completed the following sale transactions during 2018:•$215 million net proceeds from the sale of 11 condominium units at our 220 Central Park South luxury residential condominium development project. We began closings in the fourth quarter of 2018 and closings will continue throughout 2019 and 2020;•$120 million sale of our 49.5% interests in the 666 Fifth Avenue Office Condominium. Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55.2 million for the participation we held in the mortgage loan;•$82 million sale of the retail condominium at 11 East 68th Street by our real estate fund (25% interest); and•$45 million sale of 27 Washington Square North. 30VORNADO REALTY TRUST2019 PROXY STATEMENT Officers'Officers’ compensation currently has three primary components:salary;salary, which includes cash payments or equity in lieu thereof;•awards,award, which includeincludes cash payments and/or awards of equity;equity in lieu thereof; and•incentives,incentive, which includeincludes restricted units and long-term incentive performance awards such as those awarded under our Performance Conditioned AO LTIPs or our OPP.of compensation and the allocation among these components are determined annually by our Compensation Committee based upon an analysis ofconsidering the Company'sCompany’s performance during the year and a review of the prevailing competitive market for executive talent in which we operate.talent. Historically, a substantial majoritymost of the total compensation for our CEO has been in the form of long-term equity awards, including performance-based awards subject to material performance thresholds such as those awarded under our Performance Conditioned AO LTIPs or our OPP.awards. These longer-term, equity-based awards furtherreflect the Compensation Committee'sCommittee’s desire to directly align management and shareholder interests and to provide incentives for each executive to successfully implement our long-term strategic goals. components of our compensation program for our senior management can beis described as shown in the charttable below. As noted below,Importantly, each component of compensation is subject to a cap. PAY ELEMENT
COMPENSATION
TYPE
OBJECTIVE AND KEY FEATURES Base Salary Cash an appropriate level of fixed compensation that will promote executive retention and recruitment executive receives more than $1,000,000 in salary (not including the effect of an "extra" pay period in 2016) Annual Incentive Awards Short-Term Variable
Incentive Cash and
and/or Restricted Equity Committee'sCommittee’s quantitative and qualitative assessment of the executive's contributions to that performance.executive’s contributions. All or a portion of earned annual incentive awards are typically given in restricted equity to further align executive'sexecutive’s interests with those of shareholders.cash compensation awards1.25%1.75% of FFO, as adjusted VORNADO REALTY TRUST 33 20192020 PROXY STATEMENTVORNADO REALTY TRUST31 PAY ELEMENT
COMPENSATION
TYPE
OBJECTIVE AND KEY FEATURES Annual Restricted Equity
Grants Long-Term Variable
Incentive Equity executive retention with multi-year vesting and provide stable long-term compensation.a four-year period"book-up"“book-up” event (typically an increase in Share price) to have value Performance ConditionedAO LTIP (for NEOs)Outperformance Plan (awarded in 2020 for 2019 performance and 2018 for 2017 performance) Long-Term Variable
Incentive At-Risk Equity 34 VORNADO REALTY TRUST 2020 PROXY STATEMENT PAY ELEMENT COMPENSATION
TYPE OBJECTIVE AND KEY FEATURES Performance Conditioned AO LTIP
(for Senior Executives) (awarded in 2019 for 2018 performance) Long-Term Variable Incentive At-Risk Equity ("(“Performance Conditioned AO LTIP Units"Units”) are grants of Appreciation-Only Long-Term Incentive Plan Units that require the achievement of certain performance conditions by a specified date or they are forfeited. The performance condition for the Performance Conditioned AO LTIP Unitsunits granted in 2019 is that, prior to the fourth anniversary of the date of grant, the Company'sCompany’s Shares must trade (for each of 20 consecutive trading days) at a price at least equal to 110% of the price per Share on the date of grant of the awards.grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A common units of Vornado Realty L.P. in the same manner as other AO LTIP units until 10 years from the date of grant.align compensation with shareholder interests, while motivating and rewarding senior managementSenior Executives for superior shareShare price performanceCompany's shareCompany’s Share price over a defined and limited period so that the performance conditions are meta four-year periodfour years VORNADO REALTY TRUST 35 32VORNADO REALTY TRUST20192020 PROXY STATEMENT PAY ELEMENT
COMPENSATION
TYPE
OBJECTIVE AND KEY FEATURES AO LTIP (for executives
other than NEOs)Senior Executives) Long-Term Variable
Incentive At-Risk Equity ("(“AO LTIP Units"Units”) are grants of interests in Vornado Realty L.P. which are intended to replicate the non-tax economic characteristics of option grants. AO LTIP Units are awarded with a strike price that may not be less than the Share price of one Share on the date ofat grant and are convertible into Class A common units of Vornado Realty L.P. havingwith a value equal to the excess of the Company's Share price on the date of conversion over the strike price. Awards of AO LTIP Units have been made to executives other than NEOs. No Same Store NEOs have received awards of AO LTIP Units.align compensation with shareholder interests, while motivatingMotivating and rewarding management for increases in shareShare priceCompany's Share pricea four-year period ![[MISSING IMAGE: tm201978d2_pc-paymixpms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d2_pc-paymixpms.jpg)
36 VORNADO REALTY TRUST 20192020 PROXY STATEMENTVORNADO REALTY TRUST33 PAY ELEMENTCOMPENSATION TYPEOBJECTIVE AND KEY FEATURESOutperformance Plan(awarded in 2018, 2017and 2016 for 2017, 2016and 2015 performance,respectively)Long-Term VariableIncentive At-Risk EquityObjective: Designed to enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for superior TSR performance based on rigorous absolute and relative hurdles.Key Features/Actions:•Only provides value to our executives upon the creation of meaningful shareholder value above specified hurdles over a three-year performance period•Subject to a maximum plan value of $35 million (for grants in 2018)•Under the Absolute TSR component, the Company must achieve a return in excess of 21% (or 7% per annum) for OPP Units to earn any value•Under the Relative TSR Component, the Company must achieve a return above an applicable industry index or indices (the "Index") for OPP Units to earn any value. OPP Units awarded in 2018 used the SNL Office Index (70%) and the SNL Retail Index (30%).•Under the Relative TSR Component, to the extent the Company underperforms the Index by more than 600 basis points (or 200 basis points per annum), the Absolute TSR Component payout, if any, is reduced•The Relative TSR Component value is reduced if the Absolute TSR is below 3% per annum with a maximum payout of 50% of the awards if the Absolute TSR is less than 0%•Earned payouts are subject to two years of additional time-based vesting and an additional one year holding period following vesting 2019 Performance Metrics Considered34VORNADO REALTY TRUST2019 PROXY STATEMENT Pay MixWe believe that the executive management team's compensation should be appropriately at-risk and meaningfully dependent upon the achievement of robust and objective performance requirements. As illustrated below, approximately 91% of the Chief Executive Officer's total direct 2018 compensation and 80% of the other NEOs' total direct 2018 compensation is variable and subject to Company results; as a subset of variable compensation, approximately 43% of our Chief Executive Officer's total direct 2018 compensation and 28% of the other NEOs' total direct 2018 compensation reflects pay at-risk based on prospective Share price or TSR performance.
Approach of this Compensation Discussion and Analysis SectionThis Compensation Discussion and Analysis, or "CD&A," describes our executive compensation program for fiscal year 2018, certain elements of ourFor 2019 program and the executive pay philosophy adhered to by our Compensation Committee in making executive compensation decisions. We use our executive compensation program to attract, retain and appropriately reward the members of our senior executive management team who lead our Company. In particular, this CD&A explains how the Compensation Committee made 2018 compensation decisions for our senior executive management team, including the following named executive officers (the "Named Executive Officers" or "NEOs"):•Steven Roth, Chairman and Chief Executive Officer (our "CEO")•Joseph Macnow, Chief Financial Officer and Chief Administrative Officer since February 15, 2017 and, prior to that, our Executive Vice President—Finance and Chief Administrative Officer•David R. Greenbaum, President, New York Division•Michael J. Franco, Executive Vice President and Chief Investment OfficerBiographical information for our current Named Executive Officers is available in Part III to our Form 10-K for the year ended December 31, 2018, as filed with the SEC.Under the rules and regulations of the SEC, each year the "Summary Compensation Table" must disclose the salary paid and cash bonus earned during that year. This table also requires disclosure of all equity-based awards in the year granted, even if that year is different than the year such compensation was earned. Because the 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 2017 performance on the 2018 line in the Summary Compensation Table. Although we believe the most appropriate disclosure of our executive compensation would combine the 2019 PROXY STATEMENTVORNADO REALTY TRUST35 annual cash salary paid in 2018 with annual cash incentive award (if applicable), and the equity-based compensation paid or granted in 2019 for 2018 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 fiscal year for the actual performance of an executive in the just-then-completed prior year. To more accurately present our compensation information in line with how our decisions are actually made (as described in more detail under "—Comparison of 2016-2018 Direct Compensation"), the following discussion of compensation is with respect to both the annual incentive paid with respect to a stated year and the equity being granted following the close of that applicable year after performance has been assessed. We also present (under "—Realized Compensation Table"), the actual compensation received by our NEOs in 2018, 2017 and 2016. We believe that realized compensation information is a useful method for evaluating the effectiveness of the alignment of our compensation program with our Share performance.In addition, when making compensation decisions, our Compensation Committee uses the potentially earnable dollar amount of long-term performance awards ("Notional Amount"), such as our Performance Conditioned AO LTIP and OPP awards, as one of the guideposts for year over year changes. Due to changes in the accounting cost of awards from year-to-year (due to, among other things, changes in the volatility of our Shares or changes to the terms of our awards to conform more closely to the standards for such plans adopted by other companies, including our peers) the accounting cost of awards may fluctuate from year to year in a manner inconsistent with the Notional Amount of awards.How Pay Aligns with Performance 2018 Performance Metrics ConsideredFor 2018 compensation, among the factors considered, both objectively and subjectively, were the changes, as adjusted in the Company'sCompany’s and the applicable division's operating and performancedivision’s results during the year (NOI at share, FFO and FFO, as adjusted, and FFO)adjusted), our TSR for the year, and the factors mentioned below. Increases or decreases in pay and allocations for 2019, 2018, 2017 and 20162017 of various compensation elements to our Named Executive Officers were based, in part, upon the results of our review of these factors. "NOI"“NOI” (or Net Operating Income) means total revenues less operating expenses. "FFO"“FFO” means funds from operations as defined by the Nareit. "FFO,“FFO, as adjusted,"” means FFO as adjusted to exclude non-comparable gains and losses, impairments and non-real estate-related items. 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 Generally Accepted Accounting Principles applicable in the United States ("GAAP"(“GAAP”). Although they are non-GAAP metrics, we use 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.Key Year-Over-Year Comparisons20182019 was a negative 17.8%12.0% while that of the FTSE Nareit Office Index ("(“Office REIT"REIT”) was a negative 14.5%31.4%. For 2018,2019, we have kept flat or decreased each of our NEO'sSame Store NEO’s base and total direct/realizable compensation as reflected in the "Direct“Direct/Realizable Compensation Table."” In addition, as shown in the "Realized“Realized Compensation Table,"” in 20182019 our CEO'sCEO’s total realized compensation was 57%56.1% of his total directdirect/realizable compensation reflecting the alignment of his compensation with shareholder returns. The same is the case for our other NEO'sSame Store NEOs where the average of the total realized compensation was 72%81.8% of the average of their total directdirect/realizable compensation.Key Considerationsannual incentive and long-term equity compensation levels earned for 2018,2019, our Compensation Committee did not weight any one factor, but sought to find a balance among (i) appropriately rewarding the significant operational achievements by the Company during the year, (ii) ensuring annual incentive, long-term equity andmaintaining total compensation levels were in line with the prevailing competitive market 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. 36VORNADO REALTY TRUST2019 PROXY STATEMENT Alignment of Pay with Performancemade compensation decisions for 2018 in line with our pay-for-performance philosophy.•For eachcomprised solely of our NEOs, base salaries were maintained at 2017 levels (with no change since 2008) to focus on the performance-oriented components of compensation.•For our CEO, approximately 51% of his 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.•For our other NEOs, in the aggregate, approximately 51% 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.How We Determine Executive CompensationOur Compensation Committeeindependent Trustees, determines compensation for our Named Executive Officers and during 2018 and until the passing of Michael Lynne on March 24, 2019, was comprised of three independent trustees, Mr. Lynne (Chair), Mr. Tisch and Dr. West. Our Compensation Committee is currently comprised of Mr. Tisch, as Chair, Mr. Helman and Dr. 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 tounder our executives pursuant to2019 Omnibus Share Plan and its predecessor, our 2010 Omnibus Share Plan (as(each as may be, or may have been amended, the "2010 Plan"“Omnibus Plan”). Our Compensation Committee operates under a written charter adopted by the Board, a copy of which is available on our website((www.vno.com/governance/committee-charters)committee-charters). 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 that of the 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. on compensation for our Named Executive Officers are based primarily upon our assessment of each 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 various 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. 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 the executive's responsibilities; the executive's contribution to the Company'sCompany’s financial results, particularly with respect to keyon metrics such as NOI at share, FFO, FFO, as adjusted, and TSR for the year; and the executive's contribution to the Company's Company’s VORNADO REALTY TRUST 37 and opportunities, we also consider each executive's current salary and prior-year bonus (or annual incentive award),executive’s historical compensation, the value of an executive'sexecutive’s equity stake in the Company, and 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. 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, investment banking, hedge fund and 2019 PROXY STATEMENTVORNADO REALTY TRUST37 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. Role of the Corporate Governance and Nominating Committee, the Compensation Committee, and the 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.As part of this responsibility, the the design, development and implementation of the compensation program for our CEO and our other Named Executive Officers. The Compensation Committee evaluates theCEO performance of our CEO and sets his compensation. Our 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 CEO. The other Named Executive OfficersNEOs do not play a role in determining their own compensation, other than discussing individual performance objectives with our 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 such employees.This process involves multiple meetings among our CEO, our Compensation Committee and our Compensation Committee's independent compensation consultant. Typically, in the third and fourth quarters 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 2018, as has been our historical practice, our CEO obtained individual recommendations from division heads as to compensation levels for those persons reporting to the division heads. These recommendations are discussed among our CEO and the division heads prior to a recommendation being presented to theemployees.Committee. For our senior executive management team, other than our CEO, recommendations are prepared based upon discussions among the Compensation Committee and our CEO. These recommendations are based upon our objectives described above and may include factors such as information obtained from compensation consultants. Our CEO discusses 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 CEO is determined in accordance with a similar process involving direct discussions among the Compensation Committee, our CEO and the Compensation Committee's compensation consultants. Role of Compensation Consultants("(“Willis Towers Watson"Watson”) as its independent compensation consultant to provide the Compensation Committee with relevant data concerning the marketplace and our peer group as well as its own independent analysis and recommendations concerning 38VORNADO REALTY TRUST2019 PROXY STATEMENT Watson'sWatson’s compensation and to replace Willis Towers Watson as its independent outside compensation consultant or hire additional consultants at any time. In addition, prior to the 2016 merger of Towers Watson & Co. with Willis Group, Willis Group had provided us with insurance-related services including services to our captive insurance company. Willis Towers Watson has continued to provide us with such insurance-related services and, in 2018,services. In 2019, we paid Willis Towers Watson approximately $607,000$554,000 in fees for such services and $132,700$157,000 for compensation-related services. In 2015, in light of the then anticipated merger of Towers Watson & Co. and Willis Group, and in each year since then, the Compensation Committee assessed the independence of Willis Towers Watson pursuant to SEC rules (including Item 407(e)(3)(iv) of Regulation S-K) and the NYSE listing standards and concluded that no conflict of interest existed that would prevent Willis Towers Watson from independently advising the Compensation Committee. In particular, the Compensation Committee 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 were no business or personal relationships between members of 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 factors relevant to Willis Towers Watson's independence from management, including all of the factors set forth in the NYSE listing standards. The Compensation Committee regularly assesses the independence of its compensation consultants. 38 VORNADO REALTY TRUST 2020 PROXY STATEMENT 20182019 compensation decisions, Willis Towers Watson prepared, among other reports, an analysis of compensation levels and performance 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.; CBRE Group, Inc.; Equity Residential; General Growth Properties, Inc.; HCP, Inc.; Host Hotels & Resorts, Inc.; Kimco Realty Corporation; Prologis, Inc.; Public Storage; Simon Property Group, Inc.; SL Green Realty Corp.; Ventas, Inc.; and Welltower, Inc. Our Compensation Committee has elected to use the foregoing executive compensation peer group, because 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 managers 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 among our non-public competitors as obtained from surveys and other proprietary data sources.duly reflectmetrics align with the performance of the Company and the shareholder value created.industry-orindustry- or market-specific results. Analysis of Risk Associated with Our Executive Compensation Program 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. 2019 PROXY STATEMENTVORNADO REALTY TRUST39 portionselements of compensation (annual incentive and long-term incentive equity) are designed to encourage and reward both short- and long-term corporate performance. For short-term performance, annual incentives are awarded based on the formulaic funding of our annual incentive pool and assessments of performance during the prior year. For long-term performance, our restricted shares, restricted units, Performance Conditioned AO LTIP Units, AO LTIP Units, options and awards under our OPP generally vest over three, four or five years. Awards of OPP Units, Performance Conditioned AO LTIP Units, AO LTIP Units options or OPP Unitsoptions have value only if our Share price increases over time. Awards of restricted units can be redeemed for Shares only if our Share price increases over time. Awards of restricted shares only increase in value if our Share price increases over time. Awards of Performance Conditioned AO LTIP Units and AO LTIP Units and of restricted units require a two-year holding period (regardless of vesting). Furthermore, with regard to grants ofFor OPP awards, made since 2013, we require our 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 elements of compensation are a sufficient percentage of total compensation to provide incentives to executives to produce superior short- and long-term Company results, while the fixed element provides a level of compensation that we believe encourages our executives not to take unnecessary or excessive risks in doing so. 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.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 risks, that may not be in the Company's long-term interests, (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 Program VORNADO REALTY TRUST 39 Our Named Executive Officers' compensation currently has three primary components:•annual base salary;•annual incentive awards, which include cash payments and/or awards of equity; and•long-term equity incentives, which may include restricted units, stock options and long-term incentive performance awards such as our Performance Conditioned AO LTIP Units and/or OPP Units.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 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.Annual Base Salary for our Named Executive Officers are established based on the scope of their responsibilities, taking into account the 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 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. There were no increases in our Same Store Named Executive Officers'Officers’ base salary levels for 2018 over that 40VORNADO REALTY TRUST PROXY STATEMENT of 2017, and there have not been any increases in our Named Executive Officers'Same Store NEO’s base salary levels since 2008 (not including the impact of an extra pay period in 2016). 2019, each of Messrs.2020 and 2019, Mr. Roth and Greenbaum elected to receive 80% of theirhis annual base salary in the form of restricted units (which(scheduled to vest pro-ratapro rata over 2019)the applicable year).Annual Incentive Awardsan annuala short-term incentive program for the senior executive management team that formulaically ties a maximum award pool to achieving an FFO, as adjusted, performance threshold. The Company views and, we believe our shareholders view,believes FFO, as adjusted, asis one of the key operating metrics within the REIT industry and we believe, a primary driver of long-term TSR performance. Our Compensation Committee has elected toWe use FFO, as adjusted, as the primary metric for our annual incentive awards rather than total FFO. FFO, as adjusted, excludes the impact of certain non-recurring items, such as gains on the sale of non- depreciablenon-depreciable property, non-cash impairment losses, income or loss from discontinued operations and sold properties, gains and losses from the early extinguishment of debt and restructuring costs, among others, and thus the Compensation Committee believes it provides a better metric than total FFO for assessing management's performance for the year.management’s performance. Under our annual compensation program members of our senior executive management team, including all of our Named Executive Officers, willparticipants have the ability to earn annual cash incentive payments and/or equity awards if and only if the Company achieves FFO, as adjusted, ofis at least 80% or more of the prior year'syear’s FFO, as adjusted. In the event that the Company fails to achieve FFO, as adjusted of 80% or more of the prior year's FFO, as adjusted, no incentive payments would be earned or paid under the program. Moreover, even if the Company does achieve the stipulated FFO, as adjusted, performance requirement, under the annual incentive program, the Compensation Committee retains the right, consistent with best practices, to elect to reduce or make no payments under the program.Aggregateearnedformula so that the aggregate pool of the bonuses is capped at 1.75% of FFO, as adjusted (from 1.25% of FFO, as adjusted, in prior years). Our Compensation Committee considered, and adopted, this change, because in 2019, due to the Promotions and New Hire, the number of senior executives eligible to participate in awards from the annual bonus increased from four persons (Messrs. Roth, Greenbaum, Franco and Macnow) to seven persons (Messrs. Roth, Greenbaum, Franco, Macnow, Chera, Weiss and Langer). We refer to these seven persons as our “Senior Executives.” The bonuses paid to Messrs. Roth, Greenbaum, Franco and Macnow did not increase from 2018 to 2019, but due to the addition of new participants, the Compensation Committee made a reasonable increase to the bonus pool under the annual incentive program, subject to threshold performance. For 2019, the change resulted in an increase in the aggregate size of the pool of $3.3 million. Upon any decrease in the number of senior executives eligible to participate in the bonus pool, our Compensation Committee will consider an appropriate reduction in the size of the pool.by our senior executive management team are subject to a cap of 1.25%1.75% of FFO, as adjusted, earned by the Company for the year, with individual award allocations under the program determined by the Compensation Committee based onfrom an assessment of individual and Company performance. Performance criteria evaluated by the Compensation Committeeused when determining individual incentive awards under the annual incentive program include, among others, the following:••••• 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.With regard to 40 VORNADO REALTY TRUST 2020 PROXY STATEMENT a portionsome of that award in the form of restricted units (which vest upon grant, but which may not be redeemed for Shares for two years).Long-Term Equity Incentivesto our Named Executive Officers in the form of long-term equity incentives issued under our 2010Omnibus Plan through performance-based equity awards, such as those that may be earned under 2019 PROXY STATEMENTVORNADO REALTY TRUST41 Units or our OPP Units, and grants of time-based restricted units. The granting of equityEquity awards links a Named Executive Officer'slink compensation directly to the performance of our Share price. We believe this encourages our NEOs to make business decisions with an ownership mentality. For 2018 performance,Our NEOs were awarded OPP Units and time-based restricted units on a 50/50% basis for 2019 performance. Other employees other than our NEOs received awards of securities such as AO LTIP Units or stock options in lieu ofand time-based restricted units or restricted shares, for 2019 performance. There were no Performance Conditioned AO LTIP Units. There were no OPP UnitUnits awards for 20182019 performance. Our long-term equity incentive programs were developed with the guidance and input of FTI Consulting, Inc. (a compensation consultant retained by the Company) and Willis Towers Watson.Performance Conditioned AO LTIP Units:OPP Awards "Performance Conditioned AO LTIP Units" are AO LTIP Units that require the achievement of certain performance conditions by a specified date or they are forfeited. Performance Conditioned AO LTIP Units have been. We awarded only to our NEOs. The performance condition for Performance Conditioned AO LTIP Units granted in 2019 to our NEOs is that, prior to the fourth anniversary of the date of grant, the Company's Shares must trade (for each of 20 consecutive trading days) at a price at least equal to 110% of the price per Share on the date of grant of the awards. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A common units of Vornado Realty L.P. in the same manner as other AO LTIP units until 10 years from the date of grant.AO LTIPs. "AO LTIP Units" are limited partnership units in Vornado Realty L.P. that are intended to produce for holders a substantially similar non-tax economic effect as that of options. AO LTIP Units are issued under the Company's Appreciation-Only Long-Term Incentive Plan. Awards of AO LTIP Units have been awarded to executives other than our NEOs. None of our Named Executive Officers has been awarded AO LTIP Units (except in the form of Performance Conditioned AO LTIP Units). AO LTIP Units are potentially convertible into Class A Units of Vornado Realty L.P. and then are ultimately redeemable by the holder for Company Shares or cash at the option of the Company. AO LTIP Units are issued under our 2010 Plan and may be convertible for up to a period of 10 years from the date of grant. Awards of AO LTIP Units granted to date vest ratably over four years from the date of grant. On the date of grant, each AO LTIP Unit is awarded with a specified strike price. That strike price will be equal to or greater than the price for one Share on the date of grant. Each AO LTIP Unit, on exercise, will be converted into such number of Class A Units that have a value equal to the excess of the closing price per Share on the date of conversion on the New York Stock Exchange over the strike price. After a required two-year holding period, those Class AOPP Units in turn, may be redeemable by the holder2020 for Shares or cash, at the option of the Company.OPP Awards. We did not make any OPP awards in 2019 for 2018 performance. Our most recent OPP award wasperformance and in 2018 for 2017 performance. TheseIn 2020, these awards were made to both NEOs and other executives.only to our Senior Executives. These performance-based awards are earned over a three-year period, which is then followed by back-end vesting requirements (during years three, four and five) to act as a retention device and provide a strong incentive to the executives to increase shareholder value long after they performed the services for which the equity awards were initially granted. In particular, theThe awards provide for immediate cancellation if the executive voluntarily leaves or is terminated for cause (and, in either case, such person is no longer providing services 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)service). Furthermore, we require our NEOsSenior Executives to hold the equity received with respect to earned and vested awards for one additional year after they have vested."pay-for-performance"“pay-for-performance” structure. Awards under the OPP are a class of units (collectively referred to as "OPP Units"“OPP Units”) of the Company'sCompany’s Operating Partnership, Vornado Realty L.P., issued under our 2010 Plan. If the specific 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.Company. OPP Units are intended to also provide recipients with better income tax attributes than grants of options. With regard to awards underShares. 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 toon relative TSR over a three-year performance period as determinedmeasured at the end of the third year. Specifically, awardsAwards under our OPP may potentially be earned if the Company (i) achieves a TSR 42VORNADO REALTY TRUST2019 PROXY STATEMENT applicable industry index or indices over a three-year performance period (the "Relative Component"“Relative Component”), and/or (ii) achieves a TSR level greater than 21% (over the three-year performance period) (the "Absolute Component"“Absolute Component”). For the 20182020 OPP Plan (awarded for 20172019 performance), we used a combination of the SNL US Office REIT Index (70%(80%) and the SNL US Retail REIT Index (30%(20%). For for the 2017 OPP Plan (awarded for 2016 performance), we used the SNL REIT Index.Relative Component. To the extent that 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 based on the degree to which the Company underperforms the Index. In certain circumstances, ifIndex with the maximum payout being 50% under the Absolute Component. If the Company outperforms the Index, but awards would not otherwise be earned under the Absolute Component, awards may still be earned under the Relative Component. Moreover, to the extent awards would otherwise be earned under the Relative Component but the Company fails to achieve at least a 3% per annum absolute TSR level, such awards earned under the Relative Component would be reduced based on the Company's absolute TSR performance. For the 2018 OPP, ifreduced. If the TSR is less than 0% the maximum payout is 50% of the total award regardless of relative performance. If the designated performance objectives are achieved, OPP Units are also subject to time-based vesting requirements.vesting. This creates in the aggregate, a five-year retention period (plus the additional one-year holding period for Executives) with respect to participants in the OPP. Even after achieving the performance thresholds, during the remaining two years until full vesting (plus the additional one-year holding period for Executives), holdersparticipants. Holders will continue to bear the same Share price and total return risk as our shareholders and be subject tohave the same "book-up"“book-up” requirements as apply to Restricted Units and which are described below. Dividend payments on OPP Units issued accrue during the performance period and are paid to participants if and only if awards are ultimately earned based onearned. VORNADO REALTY TRUST 41 designated performance objectives. Furthermore, iffourth anniversary of grant, the maximum award is earned (through any combinationCompany’s Shares must trade (for 20 consecutive trading days) at a price at least 110% of the Relative and Absolute Components), the number of units actually awarded will be basedprice per Share on the Share price duringdate of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A common units of Vornado Realty L.P. in the same manner as other AO LTIP units until 10 years from grant.120-day measurement period precedingsubstantially similar non-tax economic effect as that of options. AO LTIP Units are issued under the endAppreciation-Only Long-Term Incentive Plan. In 2020, Awards of AO LTIP Units were awarded to executives other than our Senior Executives. AO LTIP Units are potentially convertible into Class A Units of Vornado Realty L.P. and then are ultimately redeemable for Company Shares or cash at the option of the three-year performance period that causes the award to be fully earned. AwardsCompany. AO LTIP Units are issued under our 2016Omnibus Plan and 2015 OPP Plans expired unearned. "Restricted shares" “Restricted shares” are grants of Shares issued under our 2010Omnibus Plan that generally vest in three or four equal annual installments beginning approximately one year after the grant date. "Restricted units"grant. “Restricted units” are grants of limited partnership interests in Vornado Realty L.P., under our operating partnership, through which we conduct substantially all of our business.Omnibus Plan. These units also generally vest in three or four equal annual installments beginning approximately one year after the grant date and are exchangeable on a one-for-one basis into Vornado Realty L.P.'s’s Class A common units in certain circumstances. These circumstances principally include the requirement that Vornado Realty L.P. must have gone through certain tax "book-up"“book-up” events whereby sufficient profits have been allocated to the restricted units so that they have the same capital account (and value) as Class A common units. In addition, there is a two-year holding requirement. Vornado Realty L.P.'s’s Class A common units can be redeemed for Shares on a one-for-one basis (or for the equivalent value in cash at the Company'sCompany’s option) with only limited restrictions, such as a 60-day waiting period between the time thatwhen a redemption notice is given and the date thatwhen 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. 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, our Compensation Committee believes restricted equity awards are a key component of a balanced equity compensation program, because incorporating time-based restricted equity awards into the equity compensation mix, as opposed to an equity compensation program comprised solely of awards subject to performance-based vesting requirements, ensures that a portion of each executive'sexecutive’s equity compensation retains value even in a depressed market and provides executives with a baseline of value that lessens the likelihood that executives will take unreasonable risks to keep their market-based performance equity award vehicles "in“in the money."Units or OPP awards.Units. Stock option awards issued under our 2010 Plan provide our executives the opportunity to purchase Shares at an exercise price determined on the date ofat grant. Historically, our stock option awards have either been in the form of at-the-money stock options, wherebywhere 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, wherebywhere the option exercise price is established at a level above the market price of Shares on the date ofat grant. In both instances, the market price of Shares must increase to a level above the option exercise price in order for the 2019 PROXY STATEMENTVORNADO REALTY TRUST43 stock option awards. Generally, the stock options vest and become exercisable in equal annual installments over a four -yearfour-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 2010Omnibus 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. Nonqualified Deferred Compensation Plans("(“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.at least $200,000 are eligible tocan participate in Plan II,providedprovided 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, 42 VORNADO REALTY TRUST 2020 PROXY STATEMENT 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 of yet has not done so. 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, which 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 hertheir account at any time, subject to a 10% withdrawal penalty.Retirement and 401(k) Planshavesponsor any other retirement plan. Retirement plans are not a factor in our current compensation determinations.Perquisites and Other Compensationour 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 OfficersExecutives 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 Company as it allows our executives to continue to focus on Company matters while traveling. While providing a car and driver does provide an incidental personal benefit to the executive, the cost of this personal benefit constitutes only a small percentage of the executive's total compensation. Nevertheless, theThe amounts disclosed in this proxy statement for car and driver costs include the entire value of the benefit, both business purpose and personal. 44VORNADO REALTY TRUST2019 PROXY STATEMENT Equity Ownership Guidelines 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 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 salaries equity ownership guidelines, adopted for our Board of Trustees, all non-employee Trustees are required to maintain a minimum ownership level of Shares or other Company equity having a value equal to at least five times their annual cash retainers. Non-employee Trustees have five years from the time of initial election or appointment to satisfy the guidelines. All non-employee Trustees currently satisfy these guidelines or are expected to satisfy these guidelines within the prescribed period. Ownershipguidelines.units of Vornado Realty L.P. (regardless of the occurrence of a book-up event) are considered to be Company equity for the purposes of these calculations.Comparison of 2016-2018 Direct CompensationUnder the rules and regulations of the SEC, eachEach year the "Summary“Summary Compensation Table"Table” must disclose 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 thepriorprior year. As discussed above, becauseBecause the equity-based payequity we award in the first quarter of each year (similar to the cash bonus paid in the first quarter of each year)quarter) was earned based on performance in the prior year, the SEC'sSEC’s approach prevents us from showing together all the 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 compensationpotentially earnableearned by each Named Executive Officer for a given calendar year, we are including below a supplemental DirectDirect/Realizable Compensation Table. We believe the Direct Compensation Table enables a more meaningful year-over-year compensation comparison than the Summary Compensation Table presented later in this proxy statement. The 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 VORNADO REALTY TRUST 43 such amounts ultimately were granted, paid and/or vested. This table illustrates one of the analyses undertaken by our 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.granted. We also believe it 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 DirectDirect/Realizable Compensation Table achieves an "apples“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. 2019 PROXY STATEMENTVORNADO REALTY TRUST45 Direct Compensation TableDirectDirect/Realizable Compensation earned by our Named Executive Officers for the 2016-20182017-2019 period was as follows: Name Year
($)(1) Cash
Bonus
($)
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(2)
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation
($)(3)
Fair Value of
At-Risk
Multi-Year
Performance-
Based
Awards ($)(4)
Direct/
Realizable
Compensation
($)(5) Steven Roth 2019 880,003 — 834,021 4,503,967 4,869,255 11,087,246 2018 1,000,000 — 825,017 4,566,451 4,806,790 11,198,258 2017 1,000,000 — 825,047 3,800,024 5,613,559 11,238,630 Joseph Macnow 2019 1,000,000 — 1,042,512 985,303 1,065,152 4,092,967 2018 1,000,000 — 1,031,258 998,963 1,051,509 4,081,730 2017 1,000,000 — 1,031,295 831,306 1,227,966 4,090,567 2019 1,000,000 750,000 625,530 6,157,536 1,521,696 10,054,762 2018 1,000,000 750,000 618,776 1,427,020 1,502,169 5,297,965 2017 1,000,000 750,000 618,800 1,187,552 1,754,237 5,310,589 2019 676,923 1,500,000 — 24,693,476 450,000 27,320,399 2019 1,000,000 1,000,000 — 5,265,406 1,063,800 8,329,206 Name Year Salary
($)(1) Cash
Bonus
($) Grant Date
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(2) Grant Date
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation
($)(3) Grant Date
Fair Value of
At-Risk
Multi-Year
Performance-
Based
Awards ($)(4) Total Direct
Compensation
($)(5) 2018 1,000,000 — 825,017 4,566,451 4,806,790 11,198,258 2017 1,000,000 — 825,047 3,800,024 5,613,559 11,238,630 2016 1,038,462 1,005,700 — 3,800,082 5,307,506 11,151,750 2018 1,000,000 — 1,031,258 998,963 1,051,509 4,081,730 2017 1,000,000 — 1,031,295 831,306 1,227,966 4,090,567 2016 1,038,462 505,700 618,769 831,308 1,161,017 4,155,256 2018 1,000,000 — 1,485,020 1,541,201 1,622,305 5,648,526 2017 1,000,000 — 1,485,029 1,282,525 1,894,576 5,662,130 2016 1,038,462 805,700 825,083 1,282,539 1,791,283 5,743,067 2018 1,000,000 750,000 618,776 1,427,020 1,502,169 5,297,965 2017 1,000,000 750,000 618,800 1,187,552 1,754,237 5,310,589 2016 1,038,462 816,743 618,769 6,087,756 1,658,596 10,220,326 (1)Total baseThe information provided includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated. Mr. Roth elected to receive 80% of his salary in 2016the form of restricted units with a grant date fair value of $680,003, which is 1/26th more than 2018 and 2017 because 2016 had 27 bi-weekly pay periods as opposed to 26 bi-weekly pay periodsreflected in 2018 and 2017.this column. The aggregate nominal value of his 2019 salary is $1,000,000.(2) The Grant Date Fair Value of restricted unit awards in lieu of cash bonuses have been adjusted for 2017 and 2016 to conform to 2018 as a result of a change in accounting cost due to immediate vesting of these grants.(3)(4)RepresentsFor 2017, represents the Grant Date Fair Value of each Named Executive Officer'sOfficer’s award of OPP Units in 2018 and 2017 (for 2017 and 2016 performance, respectively)performance).(5)(6)20162019 under "Grant“Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation"Compensation” include two grantsa one-time grant of restricted units with an aggregate Grant Date Fair Value of $4,900,187 for consideration of superior service rendered$4,750,029 each in connection with the Washington Spin and pursuant toPromotions.terms ofInducement Grant in connection with his employment agreement.hiring in April 2019.Comparison of Realized Compensation with Direct Compensation 44 VORNADO REALTY TRUST 2020 PROXY STATEMENT with respect to 2016from 2017 through 2018.2019. This table is prepared on the same basis as the "DirectDirect/Realizable Compensation Table"Table” except that the value actually realized from the respective performance-based compensation (in this case, OPP Units) maturing each applicable year is shown instead of the accounting cost of what was awarded."Summary“Summary Compensation Table" and thisTable.” This table is not a substitute for, and should be read in conjunction with, the "Summary“Summary Compensation Table." 46VORNADO REALTY TRUST2019 PROXY STATEMENT Realized Compensation TableDirectDirect/Realizable Compensation earned by our Named Executive Officers for the 2016-20182017-2019 period were as follows: Name Year
($)(1) Cash
Bonus
($)
Fair Value of
Restricted
Unit Awards in
Lieu of Cash
Bonus
($)(2)
Fair Value of
Restricted
Unit Awards
as Long-Term
Equity
Compensation
($)(3)
Awards
(Value
Earned)
($)(4)
Realized
Compensation
($)(5 )
Direct/
Realizable
Compensation
($)(5) Steven Roth 2019 880,003 — 834,021 4,503,967 — 6,217,991 11,087,246 2018 1,000,000 — 825,017 4,566,451 — 6,391,468 11,198,258 2017 1,000,000 — 825,047 3,800,024 — 5,625,071 11,238,630 Joseph Macnow 2019 1,000,000 — 1,042,512 985,303 — 3,027,815 4,092,967 2018 1,000,000 — 1,031,258 998,963 — 3,030,221 4,081,730 2017 1,000,000 — 1,031,295 831,306 — 2,862,601 4,090,567 2019 1,000,000 750,000 625,530 6,157,536 — 8,533,066 10,054,762 2018 1,000,000 750,000 618,776 1,427,020 — 3,795,796 5,297,965 2017 1,000,000 750,000 618,800 1,187,552 — 3,556,352 5,310,589 2019 676,923 1,500,000 — 24,693,476 — 26,870,399 27,320,399 2019 1,000,000 1,000,000 — 5,265,406 — 7,265,406 8,329,206 Name Year Salary
($)(1) Cash
Bonus
($) Grant Date
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(2) Grant Date
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation
($)(3) OPP Awards
(Value
Earned)
($)(4) Total Realized
Compensation
($)(5) Total Direct
Compensation
($)(5) 2018 1,000,000 — 825,017 4,566,451 — 6,391,468 11,198,258 2017 1,000,000 — 825,047 3,800,024 — 5,625,071 11,238,630 2016 1,038,462 1,005,700 — 3,800,082 9,817,036 15,661,280 11,151,750 2018 1,000,000 — 1,031,258 998,963 — 3,030,221 4,081,730 2017 1,000,000 — 1,031,295 831,306 — 2,862,601 4,090,567 2016 1,038,462 505,700 618,769 831,308 2,231,145 5,225,384 4,155,256 2018 1,000,000 — 1,485,020 1,541,201 — 4,026,221 5,648,526 2017 1,000,000 — 1,485,029 1,282,525 — 3,767,554 5,662,130 2016 1,038,462 805,700 825,083 1,282,539 3,034,357 6,986,141 5,743,067 2018 1,000,000 750,000 618,776 1,427,020 — 3,795,796 5,297,965 2017 1,000,000 750,000 618,800 1,187,552 — 3,556,352 5,310,589 2017 1,038,462 816,743 618,769 6,087,756 3,123,603 11,685,333 10,220,326 (1)Total baseThe information provided includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated. Mr. Roth elected to receive 80% of his salary in 2016the form of restricted units with a grant date fair value of $680,003, which is 1/26th more than 2018 and 2017 because 2016 had 27 bi-weekly pay periods as opposed to 26 bi-weekly pay periodsreflected in 2018 and 2017.this column. The aggregate nominal value of his 2019 salary is $1,000,000.(2) The Grant Date Fair Value of restricted unit awards in lieu of cash bonuses have been adjusted for 2017 and 2016 to conform to 2018 as a result of a change in accounting cost due to immediate vesting of these grants.(3)(4)(5)(6)20162019 under "Grant“Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation"Compensation” include two grantsa one-time grant of restricted units with an aggregate Grant Date Fair Value of $4,900,187 for consideration of superior service rendered$4,750,029 each in connection with the Washington Spin and pursuant toPromotions.terms ofInducement Grant in connection with his employment agreement.
Current Year Compensation DecisionsAs explained above, wegenerally in the first quarter of a fiscal year with respect to the prior year. In addition, in the first quarter of 2019,2020, we established the 20192020 performance thresholds and caps for our formula-based short-term annual incentive program. VORNADO REALTY TRUST 45 Summary“Summary Compensation Table later in this proxy statement for the reasons discussed above under "How We Determine Executive Compensation," "Comparison of 2016-2018 Total Direct Compensation" and "Comparison of 2016-2018 Total Direct Compensation and Realized 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." 2019 PROXY STATEMENTVORNADO REALTY TRUST47 "Market Value"“Market Value” of equity awards, we refer to values based on the market price of a Share at the date of grant (the values considered by our Compensation Committee in making compensation decisions). Total Compensation of Our CEO (with equity determined at Fair Value)Roth'sRoth’s total directdirect/realizable compensation was $11,198,258 compared to $11,238,630 in the prior year, a 0.4% decrease. For 2018, Mr. Roth'sRoth’s total realized compensation was $6,391,468 compared to $5,625,071 in the prior year, a 13.6% increase. For 2017, Mr. Roth'sRoth’s total directdirect/realizable compensation was $11,238,630 compared to $11,151,750 in the prior year, a 0.8% increase. For 2017, Roth's total realized compensation was $5,625,071 compared to $15,661,280 in the prior year, a 64.1% decrease.Mr. 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 (NOI at share, FFO, as adjusted and FFO per Share), our TSR over the applicable period and the other factors previously described. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. The majority of Mr. Roth'sRoth’s compensation is in the form of equity to further align his interests with those of our shareholders.Cash Compensation of Our CEORoth'sRoth’s base salary of $1,000,000 was established in March 2001 and has remained unchanged since then. Mr. Roth'sRoth’s total cash compensation for 2019, 2018 and 2017 and 2016 was $1,000,000,$200,000, $1,000,000 and $2,044,162,$1,000,000, respectively. The decrease in 2018 and 20172019 as compared to 20162018 was due to Mr. Roth receiving restricted units in lieu of a cash bonus in those years. Forelecting for 2019 Mr. Roth has elected(as well as 2020) to receive 80% (or $800,000) of his annual salary in the form of restricted units (which vest ratably over 2019)the calendar year). Equity Compensation of Our CEORoth'sRoth’s long-term equity incentive compensation award for 20182019 performance (granted in 2019)2020) was 258,152 Performance Conditioned AO LTIP Unitsa combination of OPP units and 74,547 restricted units (collectively having a Market Value of $9,613,581).units. The Fair Value at the date of grant of these OPP Units and restricted units was $9,373,222 and represents no increase in Fair Value of long-term equity grants compared to the prior year. In addition, Mr. Roth elected to receive all of his annual bonus for 2019 (awarded in 2020) in the form of 14,957 restricted units having a Market Value and Fair Value of $1,000,025 and $834,021, respectively, on the date of grant. Equity received in lieu of cash bonus is included in the short-term bonus column of the Summary Compensation Table. Mr. Roth’s long-term equity incentive award for 2018 performance (granted in 2019) was a combination of Performance Conditioned AO LTIP Units and restricted unitsunits. The Fair Value at the date of grant of was $9,373,241 and represents no increase in the Market Value and a 0.4% decrease in Fair Value of long-term equity grants compared to the prior year. In addition, Mr. Roth elected to receive all of his annual bonus for 2018 (awarded in 2019) in the form of 15,509 restricted units having a Market Value and Fair Value of $1,000,020 and $825,017, respectively, on the date of grant. Equity received in lieu of cash bonus is included in the short-term bonus column of the Summary Compensation Table. Mr. Roth'sRoth’s long-term equity incentive compensation award for 2017 performance (granted in 2018) was 238,257a combination of OPP Units and 58,497 restricted units (collectively having a Market Value of $9,613,584).units. The Fair Value at the date of grant of these OPP and restricted units was $9,413,583 and represents a 3.3% increase in Market Value and a 3.4% increase in Fair Value of long-term equity grants compared to the prior year. Mr. Roth's long-term equity incentive compensation award2016 performance (granted in 2017) was 151,683 OPP Units and 38,293 restricted units (collectively having a Market ValueCompensation of $9,307,593). The Fair Value at the date of grant of these OPP and restricted units was $9,107,588 and represents a 2.9% increase in the both the Market Value and Fair Value of long-term equity grants of restricted and OPP Units compared to the prior year. The increase in the Fair Value of granted OPP Units for 2017 and 2016 primarily reflects increases in the accounting cost for such units. The Notional Amount of such grants has remained constant since 2014. Basis for Compensation of Other Named Executive Officers our other Named Executive Officers (Messrs. Macnow, GreenbaumFranco, Chera and Franco)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 Compensation Committee. Among the factors considered, both objectively and subjectively, were the strategic position of the Company, the changes in the Company's operating and performance metrics over the applicable period (NOI at share, FFO and FFO, as adjusted, and FFO per Share), our TSR over the applicable period and the other factors previously mentioned.factors. With regard to Mr.Messrs. Macnow and Franco, we considered these factors as they apply to our Company as a whole as histheir responsibilities are company-wide. For 46 VORNADO REALTY TRUST 2020 PROXY STATEMENT GreenbaumWeiss and Franco,Chera, we also considered these factors as they pertain tofor the division which such executive heads. Mr. Greenbaum is President—New York Division and Mr. Franco is Executive Vice President—Chief Investment Officer. In all cases, these factors 48VORNADO REALTY TRUST2019 PROXY STATEMENT Named Executive OfficersSame Store NEOs for 20182019 decreased by 0.3%1.0% as compared to the prior year. For 2019, Mr. Greenbaum has elected to receive 80% (or $800,000) of his annual salary in the form of restricted units (which vest ratably over 2019). In connection with our equity awards made in 2019 (for 2018 performance), we amended the existing awards made to Mr. Franco so that awards of equity in lieu of cash bonus vest immediately upon grant.Equity Grant Practices2010Omnibus Plan. The 2010Our 2019 Omnibus Share Plan (our current plan, the “2019 Plan”) provides that we are able to issue up to 6,000,0005,500,000 Share equivalents with each award of a Share (or other securities that have the value equivalent to one Share when earned or vested)equivalent) counting as one Share equivalent, and each award of an option to acquire our Shares (or other securities that by their terms require the payment of an exercise price or deduction of a strike price) counting as one-half of a Share equivalent. Under the 20102019 Plan, 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 on the date that the award was granted by the Compensation Committee.granted. 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 2010Omnibus Plan does not permit repricing of options without shareholder approval. of Control AgreementsWe 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. 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 defined in the 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 three 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." Tax Deductibility of Compensation20182019 and only a small portion of their compensation may not be deductible due to that limitation. 2019 PROXY STATEMENT49 "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 in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.
WILLIAM W. HELMAN IV
DR. RICHARD R. WESTThe Compensation Committee of the Board of Trustees:MICHAEL LYNNEDANIEL R. TISCHDR. RICHARD R. WESTMr. Lynne approved this Compensation Committee Report prior to his passing on March 24, 2019. 502019 PROXY STATEMENT EXECUTIVE COMPENSATION2020 PROXY STATEMENT Company'sCompany’s Chief Executive Officer, Chief Financial OfficersOfficer and the twothree other executive officers for 2018, 2017 and 2016 (the "Named Executive Officers" or "NEOs").Summary Compensation TableName and Principal Position Year Salary
($)(1) Bonus
($)(2) Restricted
Share/Unit
Awards
($)(3) Option
Awards
($)(3) Non-Equity
Incentive
Plan
Compensation
($)(4) Changes in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings ($) All Other
Compensation
($)(5) Total
($) 2018 1,000,000 825,017 9,413,583 — — — 360,670 11,599,270 2017 1,000,000 950,055 9,107,588 — — — 359,930 11,417,573 2016 1,038,462 1,005,700 8,850,880 — — — 331,536 11,226,578 2018 1,000,000 1,031,258 2,059,272 — — — 366,248 4,456,778 2017 1,000,000 1,187,552 1,992,325 — — — 359,240 4,539,117 2016 1,038,462 1,212,522 1,936,155 — 4,857 — 372,711 4,564,707 2018 1,000,000 1,485,020 3,177,101 — — — 309,179 5,971,300 2017 1,000,000 1,710,033 3,073,822 — 5,405 — 279,729 6,068,989 2016 1,038,462 1,750,095 2,987,178 — — — 270,003 6,045,738 2018 1,000,000 1,368,776 2,941,789 — — — 37,627 5,348,192 2017 1,000,000 1,462,557 2,846,165 — — — 32,884 5,341,606 2016 1,038,462 1,462,522 2,765,961 — — — 33,346 5,300,291 (1)Total base salary in 2016 is 1/26th more than2019, 2018, and 2017 because 2016 had 27 bi-weekly pay periods as opposed(the “Named Executive Officers” or “NEOs”).Name and Principal
Position Year
($)(1)
Equity
Bonus
($)(2)
Share/Unit
Awards
($)(3)
Awards
($)(3) Non-
Equity
Incentive
Plan
Compen-
sation
($) Changes in
Pension
Value
and
Non-qualified
Deferred
Compensation
Earnings ($)
Other
Compen-
sation
($)(4) Total ($)
Chairman and
Chief Executive Officer (Principal Executive Officer) 2019 880,003 834,021 4,566,451 4,806,790 — — 379,620 11,466,885 2018 1,000,000 825,017 9,413,583 — — — 360,670 11,599,270 2017 1,000,000 950,055 9,107,588 — — — 359,930 11,417,573
Chief Financial Officer (Principal Financial Officer) 2019 1,000,000 1,042,512 998,963 1,051,509 — — 370,519 4,463,503 2018 1,000,000 1,031,258 2,059,272 — — — 366,248 4,456,778 2017 1,000,000 1,187,552 1,992,325 — — — 359,240 4,539,117
President (since
April 3, 2019 and
prior to that Chief
Investment Officer) 2019 1,000,000 1,375,530 6,177,049 1,502,169 — — 42,541 10,097,289 2018 1,000,000 1,368,776 2,941,789 — �� — — 37,627 5,348,192 2017 1,000,000 1,462,557 2,846,165 — — — 32,884 5,341,606
Executive Vice President—Head
of Retail (since April 18, 2019) 2019 676,923 1,500,000 24,224,961 — — — 86,905 26,488,789
Executive Vice
President—Head of
Office Leasing,
Co-Head of Real
Estate (since
April 3, 2019 and
prior to that
Executive Vice
President—Office
Leasing) 2019 1,000,000 1,000,000 5,106,294 375,003 — — 23,979 7,505,276 26 bi-weekly pay periodsreceive 80% of his salary in 2018 and 2017.the form of restricted units with a grant date fair value of $680,003, which is reflected in this column. The aggregate nominal value of his 2019 salary is $1,000,000.(2)NoneNeither of Messrs. Roth and Macnow or Greenbaum (at their election) received a cash bonus for 2019, 2018 or 2017. In lieu of a 2019 cash bonus, Messrs. Roth and Macnow were awarded, on January 13, 2020, restricted units with a grant date fair value of $834,021 and $1,042,512, respectively, which, is reflected in this column for 2019. In lieu of a 2018 cash bonus, Messrs. Roth Macnow and GreenbaumMacnow were awarded, on January 14, 2019, restricted units with a grant date fair value of $825,017 $1,031,258 and $1,485,020,$1,031,258, respectively, which pursuant to SEC rules and regulations, is reflected in this column.column for 2018. In lieu of a 2017 cash bonus, Mr.Messrs. Roth Mr.and Macnow and Mr. Greenbaum were awarded, on March 15, 2018, restricted units with a grant date fair value of $950,055 and $1,187,552, $1,710,033, respectively. On January 13, 2020, January 14, 2019 and on March 15, 2018, Mr. Franco also received restricted units with a grant date fair value of $625,530, $618,776 and $712,557, respectively, in lieu of a portion of his 2019, 2018 and 2017 cash bonuses. Per his employment agreement,FrancoChera was hired in 2019 and, in conjunction therewith, received an additional bonus equal toa one-time grant of restricted units with a Grant Date Fair Value of $24,224,961 as the dividend equivalent with respect to an additional equity award of $2,000,000 that he received in January 2017. This amount was $0 in 2018 and 2017 and $61,043 in 2016.(3) VORNADO REALTY TRUST 49 1615 to our consolidated financial statements included in our Annual Report on Form 10-K (the "Form 10-K"“Form 10-K”) for 20182019 as filed with the SEC. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Dividends or dividend equivalents are paid on both the vested and unvested portion of restricted share and restricted unit awards. In accordance with applicable SEC rules, amounts shown exclude restricted units that were granted in lieu of bonuses, which are reflected in the "Bonus"“Bonus” column. Furthermore, as required by SEC rules, the amounts presented in this column also include the Grant Date Fair Value of both restricted unit awards and of performance awards (such as our OPP awards). For 2019, 2018, 2017 and 2016,2017, the Grant Date Fair 2019 PROXY STATEMENTVORNADO REALTY TRUST51 for the following persons were as follows: Year Restricted Unit Awards
Other than Awards
In Lieu of Cash Bonus($) OPP Awards($) AO LTIP
Awards($) Steven Roth 2019 4,566,451 — 4,806,790 2018 3,800,024 5,613,559 — 2017 3,800,082 5,307,506 — Joseph Macnow 2019 998,963 — 1,051,509 2018 831,306 1,227,966 — 2017 831,308 1,161,017 — Michael J. Franco 2019 6,177,049 — 1,502,169 2018 1,187,552 1,754,237 — 2017 1,187,569 1,658,596 — Haim H. Chera 2019 24,224,961 — — Glen J. Weiss 2019 5,106,294 — 375,003 Year Restricted Unit Awards
Other than Awards
In Lieu of Cash Bonus ($) OPP Awards ($) 2018 3,800,024 5,613,559 2017 3,800,082 5,307,506 2016 3,800,033 5,050,847 2018 831,306 1,227,966 2017 831,308 1,161,017 2016 831,282 1,104,873 2018 1,282,525 1,894,576 2017 1,282,539 1,791,283 2016 1,282,517 1,704,661 2018 1,187,552 1,754,237 2017 1,187,569 1,658,596 2016 1,187,571 1,578,390 (4)Represents awards for long-term service with the Company.(5)
All Other Compensation TableName Year
and Driver($)(1) Supplemental
Life Insurance
Premiums ($) Reimbursement
for Medical/
Dental Not
Covered ($) Tax and
Financial
Planning
Assistance
Per
Employment
Contract ($) Matching 401(k)
Contribution ($) Total
($) Steven Roth 2019 317,269 43,601 — — 18,750 379,620 2018 298,119 44,176 — — 18,375 360,670 2017 297,319 44,611 — — 18,000 359,930 Joseph Macnow 2019 191,831 144,938 — 15,000 18,750 370,519 2018 187,935 144,938 — 15,000 18,375 366,248 2017 181,302 144,938 — 15,000 18,000 359,240 Michael J. Franco 2019 14,908 8,883 — — 18,750 42,541 2018 14,870 8,882 — — 13,875 37,627 2017 12,000 7,384 — — 13,500 32,884 Haim H. Chera 2019 71,405 — — — 15,500 86,905 Glen J. Weiss 2019 — 9,729 — — 14,250 23,979 Name Year Use of Car
and Driver
($)(1) Supplemental
Life
Insurance
Premiums
($) Reimbursement
for Medical/
Dental
Not Covered
($) Tax and
Financial
Planning
Assistance Per
Employment
Contract
($) Matching
401(k)
Contribution
($) Total
($) 2018 298,119 44,176 — — 18,375 360,670 2017 297,319 44,611 — — 18,000 359,930 2016 272,290 41,246 — — 18,000 331,536 2018 187,935 144,938 — 15,000 18,375 366,248 2017 181,302 144,938 — 15,000 18,000 359,240 2016 200,147 139,564 — 15,000 18,000 372,711 2018 214,150 51,654 10,000 15,000 18,375 309,179 2017 202,887 33,842 10,000 15,000 18,000 279,729 2016 193,161 33,842 10,000 15,000 18,000 270,003 2018 14,870 8,882 — — 13,875 37,627 2017 12,000 7,384 — — 13,500 32,884 2016 12,462 7,384 — — 13,500 33,346 (1)Mr. Franco)Messrs. Franco and Weiss) a driver. 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. See also "Certain“Certain Other Transactions or Relationships"Relationships” for additional information regarding certain of our Named Executive Officers. 522019 PROXY STATEMENT Grants of Plan-Based Awards in 20182020 PROXY STATEMENT 20182019 and their grant date fair value. AO LTIP Award Name Grant Date
Awards: Number
of Securities
Underlying
Options(1)
Price of Option
Award(1)
Awards: Number
of Units (#)(2)
Value of Awards
($)(3) Steven Roth 01/14/19 265,824 $62.6188 01/14/19 102,463 6,071,471 Joseph Macnow 01/14/19 58,150 $62.6188 01/14/19 35,694 2,030,221 Michael J. Franco 01/14/19 83,072 $62.6188 01/14/19 34,928 2,045,796 06/10/19(4) 73,649 4,750,029 Haim H. Chera 06/10/19(5) — — 375,607 24,224,961 Glen J. Weiss 01/14/19 22,741 $62.6188 01/14/19 5,816 356,265 06/10/19(4) 73,649 4,750,029 Estimated Future Payouts Under
Equity Incentive Plan Awards(1) All Other
Stock
Awards:
Number
of Units (#)(3) Grant Date
Fair Value of
Awards ($)(4)Name Grant Date Threshold
($) Target
($)(2) Maximum
($) 03/15/18 — 4,288,276 13,559,322 5,613,559 03/15/18 73,122 4,750,078 03/15/18 — 938,060 2,966,102 1,227,966 03/15/18 31,078 2,018,858 03/15/18 — 1,447,293 4,576,271 1,894,576 03/15/18 46,067 2,992,558 03/15/18 — 1,340,086 4,237,288 1,754,237 03/15/18 29,250 1,900,109 (1)Amounts reflect awardsThe AO LTIPs granted under the 2018 OPP. The awards of OPP Units, if earned,on January 14, 2019 vest ratably inover four years beginning on January 10, 2020 and were granted with an exercise price of 10% over the third, fourth and fifth year frommarket price of our Shares on the date of grant.(2)Represents an estimated dollar value earned in achieving In order to meet the target levelsperformance condition requirements, if our stock price does not trade at a 10% premium to grant price for at least 20 consecutive trading days during the 2018 OPP.four-year vesting period, the AO LTIPs will lapse without any value. If the performance criteria are met during the four-year vesting period, the AO LTIPs will have the full 10 year term to exercise. The performance requirement does not apply to Mr. Weiss.(3)(4)2018.2019. 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, 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 1615 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018,2019, as filed with the SEC. 2019 PROXY STATEMENTVORNADO REALTY TRUST53
(4)Outstanding Equity Awards at Year-Endtables summarizetable summarizes the number and value of equity awards held at December 31, 20182019 and the aggregate option exercises in 20182019 by, and restricted unit awards that vested in 20182019 for, the Named Executive Officers. Pursuant to the terms of our omnibus share plans, the exercise price and number of Shares 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 reflects 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 ($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($) (1) 73,122 4,535,758 238,257 14,779,082 (1) 35,341 2,192,202 186,651 11,577,962 (1) 26,473 1,642,120 203,808 12,642,210 (1) 10,978 680,965 (1) 38,860 2,410,486 (2) 187,868 66.49 2/27/21 (2) 285,453 52.64 3/11/20 (1) 31,078 1,927,768 52,119 3,232,942 (1) 14,358 890,627 40,830 2,532,685 (1) 10,755 667,133 44,583 2,765,483 (1) 4,461 276,716 (1) 8,832 547,849 (2) 31,309 66.49 2/27/21 (2) 116,757 52.64 3/11/20 (1) 46,067 2,857,536 80,412 4,987,956 (1) 20,764 1,287,991 62,995 3,907,580 (1) 15,554 964,815 68,786 4,266,796 (1) 6,450 400,094 (1) 12,011 745,042 (2) 31,309 66.49 2/27/21 (2) 163,133 52.64 3/11/20 (1) 29,250 1,814,378 74,455 4,618,444 (1) 53,013 3,288,396 58,328 3,618,086 (1) 13,237 821,091 63,690 3,950,691 (1) 5,490 340,545 (1) 12,365 767,001 (2) 7,827 66.49 2/27/21 (2) 73,079 59.29 12/10/20 VORNADO REALTY TRUST 51 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
RightsThat
Have Not
Vested (#) Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
RightsThat
Have Not
Vested ($) Steven Roth 1/14/19(1) 265,824 62.6188 1/14/29 74,547 4,957,376 3/15/18(1) 54,842 3,646,993 238,257 15,844,091 1/13/17(1) 23,561 1,566,807 186,651 12,412,292 1/14/16(1) 13,237 880,261 2/28/11(2) 193,451 64.5739 2/27/21 �� 3/11/10(2)(3) 293,937 51.1233 3/11/20 Joseph Macnow 1/14/19(1) 58,150 62.6188 1/14/29 16,308 1,084,482 3/15/18(1) 23,309 1,550,049 52,119 3,465,914 1/13/17(1) 9,572 636,538 40,830 2,715,195 1/14/16(1) 5,378 357,637 2/28/11(2) 32,238 64.5739 2/27/21 3/11/10(2)(3) 120,227 51.1233 3/11/20 Michael J. Franco 6/10/19(4) 73,649 4,897,659 1/14/19(1) 83,072 62.6188 1/14/29 23,296 1,549,184 3/15/18(1) 24,680 1,641,220 74,455 4,951,258 1/13/17(1) 42,704 2,839,816 58,328 3,878,812 1/14/16(1) 4,137 275,111 2/28/11(2) 8,059 64.5739 2/27/21 12/10/10(2) 75,250 57.5775 12/10/20 Haim H. Chera 6/10/19(5) 300,486 19,982,319 Glen J. Weiss 6/10/19(4) 73,649 4,897,659 1/14/19(1) 22,741 62.6188 1/14/29 5,816 386,764 3/15/18(1) 8,434 560,861 1/12/18(6) 6,906 459,249 1/12/18(1) 5,126 15,379 70.3102 1/12/28 3,885 258,353 1/13/17(7) 11,781 783,437 1/13/17(1) 3,313 220,315 6,594 438,501 1/14/16(1) 1,489 99,019 2/28/11(2)(3) 8,888 64.5739 2/27/21 3/11/10(2)(3) 7,097 51.1233 3/11/20 "Number“Number of Shares or Units That Have Not Vested"Vested” vest ratably over four years from 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 Units. The awards under the column titled “Number of Securities Underlying Unexercised Options” are awards of Performance Conditioned Appreciation-Only Long-Term Incentive Plan Units for all NEO’s other than Mr. Weiss. Mr. Weiss was not an Executive at the time of award and therefore received his award of AO LTIPs without a performance requirement condition for his award on January 12, 2018 and January 14, 2019. OPP Units awarded in 2018 2017 and 20162017 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, 2018,2019, these criteria had not been met. On January 10, 2019,2020, the 20162017 OPP plan and on January 10, 2018, the 2015 OPP plan, respectively, did not meet the applicable performance requirements and the applicable units are no longer earnable. Accordingly, the Equity Incentive Plan Awards for 2016 and 2015 no longer have any value.2017 were not earned. In accordance with applicable SEC rules, the values presented in the table for these OPP 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.(2) VORNADO REALTY TRUST Option Awards Unit Awards 54
Acquired on
Exercise (#)
on Exercise
($)(1)VORNADO REALTY TRUST
Acquired on
Vesting (#)(2)
on Vesting
($)2019 PROXY STATEMENT(1)(2) Steven Roth 121,050 7,866,390 Joseph Macnow — — 50,611 3,289,651 Michael J. Franco — — 64,435 4,261,837 Haim H. Chera — — 75,121 5,099,965 Glen J. Weiss — — 8,203 528,642 Aggregate Option Exercises in 2018 and Units Vested Option Awards Unit Awards Shares
Acquired on
Exercise (#) Value Realized
on Exercise
($)(1) Number of Units
Acquired on
Vesting (#)(2) Value Realized
on Vesting
($)(1)(2) 413,701 18,839,447 122,223 8,745,330 51,078 2,316,581 34,650 2,494,106 55,158 2,582,431 47,339 3,411,868 — — 65,822 4,761,713 (1)(2)
Employee Retirement Plan2018.Name Type of Deferred
Compensation
Plan Executive
Contributions
in Last Fiscal
Year ($) Company
Contributions
in Last Fiscal
Year ($)
Earnings (Loss) in
Last Fiscal
Year ($)(1) Aggregate
Withdrawals/
Distributions ($)
Balance at
12/31/19($)(2) Steven Roth Deferred
Compensation
Plans — — — — — Joseph Macnow Deferred
Compensation
Plans — — 1,267,613 — 7,793,813 Michael J. Franco Deferred
Compensation
Plans — — — — — Haim H. Chera Deferred
Compensation
Plans — — — — — Glen J. Weiss Deferred
Compensation
Plans — — — — — 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 ($)(1) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at
12/31/18 ($)(2) Deferred Compensation Plans — — (240,220) 2,535,780 — Deferred Compensation Plans — — (434,926) — 6,526,199 Deferred Compensation Plans — — 492,850 8,361,718 26,453,465 Deferred Compensation Plans — — — — — (1)"benchmark funds"“benchmark funds” selected by the individual, some of which are based on the performance of the Company'sCompany’s securities. A description of these plans is provided under "Compensation“Compensation Discussion and Analysis—Nonqualified Deferred Compensation Plans."”(2)SEC'sSEC’s executive compensation disclosure rules. 2019 PROXY STATEMENT55 Employment Contracts2020 PROXY STATEMENT
Joseph Macnow Joseph Macnow2006.2006, as amended. This agreement provides that on each December 31 the employment term shall automatically be extended for one additional year unless either the Company or Mr. Macnow gives written notice not to extend the agreement at least 90 days before such date. Mr. Macnow'sMacnow’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. Mr. Macnow'sMacnow’s employment agreement provides that he will be entitled to participate at a level commensurate with his position in any equity compensation payable to senior executives of the Company. In accordance with the terms of his employment agreement, Mr. Macnow has also been provided with a car and driver.Macnow'sMacnow’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 Company'sCompany’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), 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'sMacnow’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 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 provided with 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 equal to 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. FrancoExecutive Vice President—Chief Investment Officer.President. Mr. Franco'sFranco’s employment agreement provides for an initial four-year term with automatic renewals unless either party gives written notice not to extend the 56VORNADO REALTY TRUST2019 PROXY STATEMENT Franco'sFranco’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 the Company with an annual target of $1,500,000. Upon entering into the employment agreement, Mr. Franco received an initial equity grant of $3,000,000 of restricted units. These units vested ratably over three years from the date of grant. Pursuant to Mr. Franco'sFranco’s employment agreement, on January 10, 2017 Mr. Franco was awarded an additional $2,000,000 of restricted units which vested on January 9, 2018. 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) 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.Other Named Executive OfficersMr. Roth (our Chairman and CEO) does not have an employment agreement.Severance and Change of Control Arrangements 54 VORNADO REALTY TRUST 2020 PROXY STATEMENT GreenbaumFranco, Chera and FrancoWeiss has an employment agreement that provides for certain payments in the event of a termination of employment, including one following a change of control. Neither Mr. Roth nor any of our Trustees has an employment agreement or other individual severance arrangement. Our omnibus share 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."Compensation“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"“cause”; (2) termination by the employee for "good reason"“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"“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"“cause” terminations by the Company, the employee will not receive any additional payment. If the employee terminates his employment for "good reason"“good reason” or the Company terminates his employment without "cause,"“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'sexecutive’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. Historically, severance payments following a change of control under employment agreements for our Named Executive Officers require 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. 2019 PROXY STATEMENT57 Franco'sFranco’s case, however, his 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. 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 award caused by a change of control. In the case of retirement after the age of 65 (or, in some cases, after attainment of age 60 with at least 20 years of service), options automatically vest and OPP Units continue to vest on their original schedule subject to the applicable performance conditions. Beginning in 2019, in the case of retirement (as defined above), Performance Conditioned AO LTIP Units, restricted shares and restricted units will continue to vest on their original schedule (subject to performance conditions, as applicable). In the case of a disability, options, Performance Conditioned AO LTIP Units and OPP Units vest and in the case of death, all equity awards vest.2018.2019. In calculating the value of equity-based awards, the presentation uses a price per Share of $62.03,$66.50, the closing price of our Shares on the New York Stock Exchange on the last trading day in 2018.2019. In addition, in estimating bonuses payable for the calculation of severance payments, we have used the actual bonuses paid in 20192020 for 20182019 performance (including, for these presentation purposes only, the value of all restricted units granted as a bonus in the first quarter of 2019)2020). 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 — — — — — — — — — — — — — — — — — — — — — — 5,422,477 — 2,410,486 — 2,410,486 — 2,410,486 2,410,486 — — — — — — 2,410,486 — 2,410,486 — 7,832,963 2,410,486
Termination
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance(3) 58— 3,057,692 — — — Unvested Options — — — — — — Unvested Restricted Units 11,051,436 11,051,436 11,051,436 11,051,436 11,051,436 — Unvested OPP Units — — — — — — Benefits Continuation — — — — — — Total 11,051,436 11,051,436 14,109,128 11,051,436 11,051,436 — 56 VORNADO REALTY TRUST 2020 PROXY STATEMENT Payments on
Termination
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus 1,250,000 — 1,250,000 1,250,000 1,250,000 1,250,000 Severance — — 3,300,000 3,300,000 — — Unvested Options — — — — — — Unvested Restricted Units 3,628,706 — 3,628,706 3,628,706 3,628,706 3,628,706 Unvested OPP Units — — — — — — Benefits Continuation(4) — — 461,894 461,894 9,027 461,894 Total 4,878,706 — 8,640,600 8,640,600 4,887,733 5,340,600 Payments on
Termination
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 2,500,000 — — — Unvested Options — — — — — — Unvested Restricted Units — — 11,202,989 11,202,989 11,202,989 — Unvested OPP Units — — — — — — Benefits Continuation — — — — — — Total — — 13,702,989 11,202,989 11,202,989 — Payments on
Termination
Termination on
Retirement2019(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 5,000,000 — — — Unvested Options — — — — — — Unvested Restricted Units — — 19,982,319 19,982,319 — — Unvested OPP Units — — — — — — Benefits Continuation(4) — — 1,100 1,100 — — Total — — 24,983,419 19,983,419 — — Joseph Macnow Payments on
Termination
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 3,850,000 — — — Unvested Options — — — — — — Unvested Restricted Units — — 7,104,794 7,104,794 7,104,794 7,104,794 Unvested OPP Units — — — — — — Benefits Continuation(4) — — 23,608 23,608 — — Total — — 10,978,402 7,128,402 7,104,794 7,104,794 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 1,250,000 — 1,250,000 1,250,000 1,250,000 1,250,000 — — 3,300,000 3,300,000 — — — — — — — — — — 3,762,244 3,762,244 3,762,244 3,762,244 547,849 — 547,849 547,849 547,849 547,849 — — 463,611 463,611 9,599 463,611 1,797,849 — 9,323,704 9,323,704 5,569,692 6,023,704 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 — — — — — — — — — — — 5,510,435 — 745,042 — 745,042 — 745,042 745,042 — — 212,088 212,088 19,042 212,088 745,042 — 11,157,130 10,412,088 9,074,519 2,757,130 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 — — — — — — — — — — — 6,264,410 6,264,410 6,264,410 — — — 767,001 767,001 767,001 767,001 — — — — — — — — 9,531,411 7,031,411 7,031,411 767,001 (1)Macnow and GreenbaumMacnow would have qualified for retirement at December 31, 2018.2019. Except as otherwise provided in these tables, no payments are due upon any other voluntary termination prior to retirement.(2) 602019 PROXY STATEMENT 2018,2019, 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 $175,000 (not to be sold while such member is a Trustee, except in certain circumstances); (3) the Lead Trustee receives an additional annual cash retainer of $75,000; (4) the Audit Committee Chairman receives an additional annual cash retainer of $50,000 and other Audit Committee members each receive an annual cash retainer of $25,000; and (5) the Chairman and members of all other committees (other than the Executive Committee) each receive an additional annual cash retainer of $30,000 and $5,000, respectively.20182019 for the non-management members of our Board.Name Fees Earned or
Paid in Cash ($)
Awards ($)(1) Total ($) Candace K. Beinecke 180,000 148,785 328,785 Michael D. Fascitelli 75,000 148,785 223,785 William W. Helman IV(2) 63,278 361,336 424,614 Robert P. Kogod(3) 28,226 — 28,226 Michael Lynne(4) 26,250 — 26,250 David M. Mandelbaum 76,278 148,785 225,063 Mandakini Puri 103,722 148,785 252,507 Daniel R. Tisch 123,611 148,785 272,396 Richard R. West 130,000 148,785 278,785 Russell B. Wight, Jr. 76,278 148,785 225,063 Name Fees Earned or Paid in
Cash ($) Share/Unit Awards ($)(1) Total ($) 180,000 148,771 328,771 75,000 148,771 223,771 75,000 157,522 232,522 105,000 148,771 253,771 80,000 148,771 228,771 100,000 148,771 248,771 105,000 148,771 253,771 130,000 148,771 278,771 80,000 148,771 228,771 (1)2018.2019. 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 1615 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20182019 as filed with the SEC. Dividends are paid on both the vested and unvested portion of Restricted Share and Restricted Unit awards. For information concerning the aggregate equity awarded to non-management Trustees under our omnibus share plans, see Note 8 to the Principal Security Holders table.(2) consisting of Dr. West, Mr. Helman (since April 3, 2019) and Mr. Tisch (and during 2018 and until his passing on March 24, 2019, Mr. Lynne), grants awards under the Company'sCompany’s omnibus share 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. 2019 PROXY STATEMENT61 Review and Approval of Related Person Transactionsperson'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.Transactions Involving Interstate Properties18, 2019,16, 2020, 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 Mandelbaum and Russell B. Wight, Jr. are the partners. Mr. Roth is Chairman of the Board and Chief Executive Officer of the Company, the Managing General Partner of Interstate, and the Chairman of the Board 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 $453,000$300,000 in management fees under the agreement for the year ended December 31, 2018.Transactions Involving Alexander's18, 2019,16, 2020, Interstate and its three general partners—Steven Roth (Chairman of the Board and Chief Executive Officer of the Company and Chairman of the Board and Chief Executive Officer of Alexander's)Alexander’s), David 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.Alexander’s. Joseph Macnow, our Executive Vice President, Chief Financial Officer and Chief Administrative Officer, is Treasurer of Alexander's.Alexander'sAlexander’s properties pursuant to the agreements described below, which expire in March of each year and renew automatically.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 62VORNADO REALTY TRUST2019 PROXY STATEMENT $315,000,$324,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. 60 VORNADO REALTY TRUST 2020 PROXY STATEMENT 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 for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by 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.("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, and Rego Park II properties.2018, Alexander's2019, Alexander’s incurred $2,800,000 in management fees, $125,000$29,000 in development fees, $13,000$4,786,000 in leasing fees, and $4,101,000$5,015,000 for property management and other fees under its agreements with the Company and/or BMS.2018, Alexander's2019, Alexander’s owed the Company (i) $146,000$68,000 for development fees, (ii) $549,000$795,000 for management, property management, cleaning, engineering and security fees and (iii) $13,000$563,000 for leasing fees. Certain Other Transactions or Relationshipssister'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 a year in rent.Mandelbaum'sMandelbaum’s family or trusts for their benefit. The rent on the ground lease in 20182019 was $3,994,574$4,234,248 and increases at 6% per year. Mr. Mandelbaum has no direct voting or pecuniary interest in these trusts or in the ground lease.In February 2016, each ofMandelbaumMandelbaum’s spouse (through a limited liability company) and his brother entered into an agreement to purchaseeach purchased an apartment at the Company'sCompany’s development at 220 Central Park South for $23,571,000$23,357,000 and $16,247,500, respectively (which amounts represent a discount to the asking price equal to the brokerage fee saved by the Company), and the Company holds related deposits of $9,954,625.2018,2019, MDF Capital paid $601,499$555,594 of rent to the Company for this space. 2019 PROXY STATEMENTVORNADO REALTY TRUST63 2018,2019, the Company reimbursed a company owned by Mr. Roth $274,225$372,192 for the use, for Company-business purposes, of an airplane owned by such company.2018,2019, companies affiliated with Mr. Roth'sRoth’s wife, Daryl Roth Productions, paid to us $413,338$74,113 in connection with fair market leases of signage space from us.2018,2019 Daryl Roth Productions paid rent of $483,983. Other Transactions or Relationships Considered in Determining Trustee Independence VORNADO REALTY TRUST 61 642019 PROXY STATEMENT Committee'sCommittee’s purposes are to (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 Ms. Puri, Mr. Tisch and Dr. West Ms. 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.2018,2019, 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, 2018.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 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.
DANIEL R. TISCH
DR. RICHARD R. WESTDR. RICHARD R. WESTMANDAKINI PURIDANIEL R. TISCH 2019 PROXY STATEMENT65 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2020 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, 20182020 as a result of a process by which the Audit Committee and management solicitedperiodically solicit and receivedreceive proposals from and metmeet with and interviewedinterview 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. AfterFollowing the conclusion of the most recent process and after consideration of each of the proposals, the Audit Committee retained the Deloitte Entities as the Company'sCompany’s independent registered public accounting firm and has determined to continue that retention for 2019.2020. 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.20182019 and 2017,2018, 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 during those fiscal years were $3,333,000$3,184,000 and $3,249,000,$3,107,000, respectively.20182019 and 20172018 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 $1,900,000$2,863,000 and $3,770,000 (including $1,340,000 for work performed in connection with the spin-off of Vornado's Washington D.C. segment),$2,126,000, respectively. "Audit-Related Fees"“Audit-Related Fees” generally include fees for stand-alone audits of subsidiaries and due diligence associated with mergers/acquisitions.20182019 and 20172018 for professional services rendered for tax compliance, tax advice and tax planning were $1,818,000 and $1,444,000, and $992,000, respectively. "Tax Fees"“Tax Fees” generally include fees for tax consultations regarding return preparation and REIT tax law compliance. 66VORNADO REALTY TRUST2019 PROXY STATEMENT All Other Fees"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, 20182019 and 2017.Pre-approval Policies and Procedures 64 VORNADO REALTY TRUST 2020 PROXY STATEMENT "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 management to provide it with regular quarterly reports of the amount of services provided by the Deloitte Entities. Since the adoption of such policies and procedures, all of such fees were approved by the Audit Committee in accordance therewith."FOR"“FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for 2019. 2019 PROXY STATEMENT67 PROPOSAL 3: NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION2020 PROXY STATEMENT 20182019 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 vote for the following non-binding, advisory resolution:"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).20182017 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,"” the accompanying tables and the 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 and to promote our business objectives while aligning the interests of the Named Executive Officers with our shareholders to enhance positive financial results. The Compensation Committee regularly assesses all elements of the compensation paid to our Named Executive Officers.101.8%82.2% for the ten-year period through 2018.2019. We believe the compensation programs for our Named Executive Officers are a key factor in motivating our executives to continue to deliver such results."FOR"“FOR” the non-binding, advisory resolution on executive compensation.thethis vote. 682019 PROXY STATEMENT PROPOSAL 4: APPROVAL OF THE COMPANY'S 2019 OMNIBUS SHARE PLAN2020 PROXY STATEMENT Board of Trustees is asking the Company'sCompany’s shareholders to approveapproved the 2019 Omnibus Share Plan of Vornado Realty Trust (the "2019 Omnibus Share Plan" or“2019 Plan”) at the "2019 Plan").Company’s 2019 annual shareholder meeting. The Board of Trustees is asking the Company’s shareholders to approve limited amendments to the 2019 Plan in order to permit the Company to issue compensation in the form of other equity securities of the Company (as amended, the “Amended 2019 Omnibus Share PlanPlan” or the “Amended 2019 Plan”).intended to supersede and replacedifferent than the Company's 2010 Omnibus Share Plan (the "2010 Plan")Company’s other office assets, it seems appropriate that shareholders be given the choice between higher growth assets (THE PENN DISTRICT) or the Company’s traditionally stable other office assets, possibly through a tracking stock. A tracking stock is not a legal separation of part of a company from the remainder of that company but instead is a security of that company that is currentlydesigned to track one or more businesses of that company and the assets, liabilities, revenues and expenses attributable to those businesses. Therefore, in effect. Iforder to permit the Company to issue compensation in, or linked to, tracking stock that tracks financially THE PENN DISTRICT, if such tracking stock is in fact issued, the 2019 Plan is approved,must be amended. Accordingly, upon such approval, no additional awards will be made to employees or consultants under the 2010 Plan, but the terms and conditions of any outstanding awards granted under the 2010 Plan will not be affected. If the 2019 Plan is not approved by shareholders, no awards will be made under the 2019 Plan, the 2019 Plan will be null and void in its entirety, and the 2010 Plan will remain in full force and effect with respect to employees and consultants in accordance with its terms and conditions.Upon recommendation of the Compensation Committee, the Board of Trustees has determined that it is in the best interests of the Company and its shareholders to adopt the Amended 2019 Plan, which was unanimously approved by the Board on March 26, 2019. Including2020. Approving the numberAmended 2019 Plan will not assure the issuance of Shares remainingthe tracking stock or other transaction with respect to THE PENN DISTRICT. the 2010 Plan as of March 18, 2019, which was approximately 1,705,253 Shares, the 2019 Plan provides forand give the issuance of equity-based awards covering upCompany greater flexibility in structuring its compensation programs to 5,500,000 Shares if all awards were full value awards (restricted stockattract and full value restricted units) and upretain employees. The amendments to 11,000,000 Shares if all awards were not full value awards (awards that require the grantee to pay an exercise or conversion price or otherwise do not deliver the full value of the underlying Share or underlying OP Unit). Awards maynot be granted under the 2010 Plan as of the effective date of the 2019 Plan.The Board of Trustees believes that the maximum of 11,000,000 Shares that would be available for grant under the 2019 Plan would provide sufficient Shares for equity-based compensation needsthat, if the Company issues any dividend or distribution to its shareholders in the form of another equity security of the Company from May 2019 through(for example, a new class of common stock or preferred stock), then the 2024 annual shareholder meeting. This estimate is based on our recent usage of equity-based awards and growth estimates and is adjusted upward to allow for the potential that performance-based awards may be earned above target goals and for flexibility around the types of equity-based awards that may be used. Actual issuances couldgranted under the Amended 2019 Plan will be materially different from this estimate.Asequitably adjusted to include (1) the Shares then-remaining available for issuance and (2) an amount of March 18,the other equity securities of the Company that would have been issued in respect of those Shares had they been outstanding.approximately 1,705,253Plan do not increase the number of Shares remainedcurrently available for issuance under the 20102019 Plan, which, based on the analysis above and our "burn rate" discussed below, we believe to be sufficient to continue our current grant practices for no more than approximately one year. Additionally, the 2010 Plan is scheduled to expire in 2020. Therefore, if shareholders do not approveeliminate or increase any Share limits under the 2019 Plan our future ability to issue equity-based awards, other than cash-settled awards, will be limited afteror extend the 2010 Plan expires. This could have significant negative consequences and could, among other things, inhibit our ability to align employees' interests with thoseterm of shareholders through equity-based compensation and impede our ability to attract and retain talent. Therefore, the Board of Trustees urges you to vote to approve the 2019 Plan.•Provisions. Provisions. The Amended 2019 Plan does not contain an evergreen provision and authorizes a fixed number of Shares available for grant. Shares tendered by a participant or withheld by the Company in payment of the exercise price or consideration required to be paid, or to satisfy any tax withholding obligation, with respect to an award arenot available for future awards.•Repricings. Repricings. The exercise price per Share of options and stock appreciation rights may not be less than the fair market value of a Share on the grant date and may not be repriced without shareholder approval.•Clawback,Claw-back, Equity Ownership and Anti-Hedging and Pledging Policies.Awards under the Amended 2019 Plan will be subject to our policies, including our clawbackclaw-back policy, equity ownership guidelines and anti-hedging policy.and pledging policies. VORNADO REALTY TRUST 67 •Types. Types. Subject to acceleration of vesting for certain events to the extent permitted under the Amended 2019 Plan, awards are subject to a minimum of one-year vesting with a limited exception that up to five percent of available Shares may be subject to awards without this minimum vesting period. 2019 PROXY STATEMENTVORNADO REALTY TRUST69 Burn Rate and OverhangThe Company's historical share usage under its equity compensation plans (sometimes referred to as "burn rate") and the potential dilution of the Company's shareholders that could occur as a result of the Company's equity plans (sometimes referred to as "overhang") are summarized below. As noted above, subject to shareholder approval, awards may not be granted under the 2019 Plan until the day on which the 2010 Plan expires, and any Shares remaining available for issuance under the 2010 Plan on that date will not be available for issuance under the 2019 Plan.Burn Rate. The following table sets forth information regarding awards granted and earned, the "burn rate" for each of the last three fiscal years and the average burn rate over the last three years. 2016 2017 2018 Average Time-based restricted stock/units granted(1) 221,059 319,973 275,805 272,279 Performance-based OPP Units earned in the respective years(2) 254,111 0 0 84,704 Options /AO LTIP Units granted to employees(1) 42,466 29,867 218,943 97,092 Net increase in diluted shares due to equity awards (a+b+c)(1) 517,636 349,840 494,748 454,075 Weighted-average shares outstanding 188,837,000 189,526,000 190,219,000 189,527,333 Burn rate (e/f)(3) 0.27% 0.18% 0.26% 0.24% Adjusted burn rate(4) 0.78% 0.52% 0.55% 0.62% (1)Reflects the gross maximum number of Shares underlying awards granted during the respective year.(2)Reflects the Out-Performance Plan units ("OPP Units") earned in the respective years.(3)Not adjusted for forfeitures, withholding and expirations, which would reduce the burn rate if taken into account.(4)Adjusted to reflect the Institutional Shareholder Services "multiplier" counting each full value award (restricted stock and full value restricted units) as three option shares.Share Overhang. As commonly calculated, the total potential dilution or "overhang" resulting from the adoption of the 2019 Omnibus Share Plan would be 5.40%, with the incremental overhang from the 2019 Omnibus Share Plan equal to 2.88%. We calculate the overhang as follows, in each case as of March 18, 2019:(a)Shares available under the 2019 Omnibus Share Plan5,500,000(b)Shares underlying outstanding awards under the 2010 Omnibus Share Plan and the 2002 Omnibus Share Plan(1)4,800,900(c)Shares remaining available under the 2010 Omnibus Share Plan (upon adoption of the 2019 Omnibus Share Plan)0(d)Total Shares authorized for or outstanding under equity awards (a+b+c)10,300,900(e)Common Shares outstanding190,743,262(f)Overhang (d/e)5.40%(1)Shares underlying outstanding awards include 2,666,868 stock options and AO LTIP Units of which 482,426 are performance-based awards. The weighted average strike price for these awards is $61.23 and the average remaining term is 4.3 years. In addition, there are awards of 2,134,032 shares and units outstanding of which (a) 894,913 are performance-based awards and (b)18,808 of which are awards of restricted units remaining outstanding under the 2002 Omnibus Share Plan. 70VORNADO REALTY TRUST2019 PROXY STATEMENT
SUMMARY OF THE PROPOSED AMENDMENTS TO THE 2019 OMNIBUS SHARE PLANof the 2019 Plan is qualified in its entirety by reference to the text of the Amended 2019 Plan. For additional information regarding equity-based compensation granted to our Named Executive Officers, see "Compensation“Compensation Discussion and Analysis."”Purpose 68 VORNADO REALTY TRUST 2020 PROXY STATEMENT "Employees"“Employees”), its non-employee trustees and non-employee directors of its subsidiaries (together, the "Non-Employee“Non-Employee Trustees) and certain non-employee advisors and consultants that provide bona fide services to the Company or its subsidiaries (together, the "Consultants"“Consultants”) to acquire an ownership position in the Company, enhancing its ability to attract and retain Employees, Non-Employee Trustees and Consultants of outstanding ability and providing such Employees, Non-Employee Trustees and Consultants with a way to acquire or increase their proprietary interest in the Company'sCompany’s success and to further align the interests of Employees, Non-Employee Trustees and Consultants with shareholders.("(“OP Units"Units”) of Vornado Realty L.P. (or any successor entity), the entity through which the Company conducts substantially all its business (including appreciation-only OP Units). Awards of performance shares, restricted stock and other stock-based awards may provide the holder with dividends or dividend equivalents and voting rights prior to vesting. If dividends or dividend equivalents are granted, dividend and dividend equivalents will be paid to the holder at the same time as the Company pays dividends to holders of the Company'sCompany’s Shares but not less than annually. Notwithstanding the foregoing, a holder'sholder’s right to dividends and dividend equivalent payments in the case of an award that is subject to performance-based conditions will be treated as unvested so long as the performance conditions have not been met, and any such dividend equivalent payments that would otherwise have been paid during the performance period will instead be accumulated and paid within 30 days following the date on which such award is determined by the Company to have been earned."Share Equivalents"“Share Equivalents” are the measuring unit for determining the number of Shares that may be subject to awards."Full“Full Value Awards."” Securities such as options, appreciation-only OP Units or stock appreciation rights that require the grantee to pay an exercise or VORNADO REALTY TRUST 69 "Not“Not Full Value Awards."” When a grant is made under the Amended 2019 Plan, we will reduce the number of Share Equivalents available under the Amended 2019 Plan (1) one Share Equivalent for each Share awarded pursuant to an award that is a Full Value Award and (2) one-half a Share Equivalent for each Share awarded pursuant to an award that is a Not Full Value Award. This means, for instance, if we were to award only restricted shares under the Amended 2019 Plan, we could award 5,500,000 restricted shares. On the other hand, if we were to award only options under the Amended 2019 Plan, we could award options to purchase 11,000,000 Shares (at the applicable exercise price). We also could issue any combination of the foregoing (or of other securities available under the Amended 2019 Plan) with the reductions in availability to be made in accordance with the foregoing ratios. 2019 PROXY STATEMENTVORNADO REALTY TRUST71 "incentive“incentive stock options"options” (within the meaning of Section 422 of the Internal Revenue Code) granted under the Amended 2019 Plan.18, 201916, 2020 (the record date) was $67.31$37.29 per Share (the average of the high and low market price on the New York Stock Exchange on that date)."Compensation“Compensation Discussion and Analysis," "Executive Compensation"” “Executive Compensation” and under "New“New Plan Benefits."or(2) the number or kindand kinds of Shares or other securities issued or reserved for issuance pursuant to outstanding awards and (3) the number and kinds of Shares or other common shares that can be issued through incentive stock options. 70 VORNADO REALTY TRUST 2020 PROXY STATEMENT 2018, 6932019, 664 Employees, 1817 Non-Employee Trustees (including nine non-employee directors of the Company'sCompany’s subsidiaries) and sixfive Consultants were eligible to participate in the 2019 Plan and would have been eligible to participate in and receive awards under the Amended 2019 Plan, if it had been adopted and effective at such time. 72VORNADO REALTY TRUST2019 PROXY STATEMENT Transfer Restrictionsholder'sholder’s immediate family members (or trusts, partnerships or limited liability companies established for such immediate family members).Clawback/Claw-back/Recoupmentclawbackclaw-back or recapture policy adopted by the Company from time to time, or any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws.Committee'sCommittee’s authority to administer the terms of such awards, will remain in effect until the award is settled or lapses. The Amended 2019 Plan will be effective, subject to its approval by the shareholders, as of the date of the approval by the requisite number of shareholders of the Trust at the 20192020 Annual Meeting. The Compensation Committee may amend or terminate the Amended 2019 Plan or any portion of the Amended 2019 Plan at any time, except that no amendment may be made without shareholder approval if such amendment (i) would increase the maximum aggregate number of Shares that may be issued under the Amended 2019 Plan, (ii) would materially expand the class of service providers eligible to participate in the Amended 2019 Plan, (iii) would result in a material increase in the benefits accrued to participants under the Amended 2019 Plan, (iv) would reduce the exercise or conversion price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise or conversion price that is less than the exercise or conversion price of the original stock options or stock appreciation rights or (v) requires shareholder approval to comply with any applicable laws, regulations or rules, including the rules of a securities exchange or self-regulatory agency. If there is a change in applicable tax law such that OP Units become taxable to the holder of such OP Units as ordinary income, the Operating Partnership, at any time in the sole discretion of the Company or the general partner of the Operating Partnership, may cause the OP Units to be restructured and/or substituted for other awards in a way that permits a tax deduction to the Operating Partnership or the Company while preserving substantially similar pre-tax economics to the holder of such OP Units. VORNADO REALTY TRUST 71 ."Units"Units” are a class of OP Units that are intended to produce for holders a substantially similar non-tax economic effect as that of options. Each AO LTIP Unit is potentially convertible into Class A OP Units (each one of which is ultimately redeemable for one Share or cash at the option of the Company). Each AO LTIP Unit will be issued under the Amended 2019 Plan and may be convertible for up to a period of 10 years from the date of grant. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of AO LTIP Unit awards, including computation of financial metrics and/or achievement of pre-established performance 2019 PROXY STATEMENTVORNADO REALTY TRUST73 Company'sCompany’s Shares at a per Share price determined by the Compensation Committee, which in no event may be less than the fair market value of the Shares on the date of grant. Options may be either "incentive“incentive stock options"options” within the meaning of Section 422 of the Internal Revenue Code or "non-qualified"“non-qualified” stock options.Like the 2010 Plan, theThe Amended 2019 Plan does not provide for the grant of "reload“reload stock options"options” (meaning, if a grantee were to pay the applicable exercise in Shares already owned, the grantee would automatically be granted a new option in the amount of the surrendered Shares).Company'sCompany’s Shares in amounts determined by the Compensation Committee at the time of grant. Performance share awards consisting of actual Shares entitle the holder to receive Shares in an amount based upon performance conditions of the Company over a performance period as determined by the Compensation Committee at the time of grant. Such performance share awards may provide the holder with dividends and voting rights prior to vesting, subject to dividend accumulation until vested as described above. Performance share awards consisting of Share units entitle the holder to receive the value of such units in cash, Shares or a combination thereof based upon performance conditions and over a performance period as determined by the Compensation Committee at the time of grant. 72 VORNADO REALTY TRUST 2020 PROXY STATEMENT 74VORNADO REALTY TRUST2019 PROXY STATEMENT grantee'sgrantee’s retirement, disability, hardship or death, (i) awards that are not Full Value Awards will not vest or be exercisable earlier than the first anniversary of the date on which such award is granted, (ii) time-based vesting awards of Full Value Awards will be subject to a minimum one-year vesting period and (iii) performance-based vesting awards of Full Value Awards will have a performance period that ends no earlier than the first anniversary of the commencement of the period over which performance is evaluated. Notwithstanding the foregoing, a maximum of 5% of the maximum aggregate number of Share Equivalents available under the Amended 2019 Plan in respect of awards can be subject to awards without regard to the minimum vesting limits in the preceding sentence.controlcontrol; or (v) provide that for a period of at least 20 days prior to the change in control, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the change in control will be exercisable as to all Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the change in control) and that any stock options or stock appreciation rights not exercised prior to the consummation of the change in control will terminate.participant'sparticipant’s individual circumstances.Options.Options. Upon the grant or exercise of an incentive stock option, no income will be recognized by the optionee for federal income tax purposes, and the Company will not be entitled to any deduction. If the Shares acquired upon exercise are not disposed of within the one-yearone year period beginning on the date of the transfer of the Shares to the optionee, nor within the two-yeartwo year period beginning on the date of the grant of the option, any gain or loss realized by the optionee upon the disposition of such Shares will be taxed as long-termlong term capital gain or loss. In such event, no deduction will be allowed to the Company. If such Shares are disposed of VORNADO REALTY TRUST 73 Options.Options. Upon the grant of a non-qualified stock option, no income will be realized by the optionee, and the Company will not be entitled to any deduction. Upon the exercise of such an option, the amount 2019 PROXY STATEMENTVORNADO REALTY TRUST75 Rights.Rights. Upon the grant of a stock appreciation right, no taxable income will be realized by the holder, and the Company will not be entitled to any tax deduction. Upon the exercise of a stock appreciation right, the amount by which the fair market value of the Shares at the time of exercise exceeds the grant price will be taxed as ordinary income to the holder, and the Company will be entitled to a corresponding deduction.Shares.Shares. A participant will not be subject to tax upon the grant of a restricted share unit, or upon the grant of actual restricted Shares, unless such participant makes the election referred to below with respect to restricted Shares. Upon the vesting date (the date of lapse of the applicable forfeiture conditions or transfer restrictions, in the case of Share awards and, in the case of unit awards, the date of vesting and distribution of the Shares and/or cash underlying the units), the participant will recognize ordinary income equal to the fair market value of the Shares and/or cash received (less any amount such participant may have paid for the Shares), and the Company generally will be entitled to a deduction equal to the amount of income recognized by such participant. In the case of an award of actual restricted Shares, if any dividends are paid on such common shares prior to the vesting date, they will be includible in a participant'sparticipant’s income during the restricted period as additional compensation (and not as dividend income).Units.Units. OP Unit awards (including AO LTIP Unit awards) are intended to be structured to qualify as "profits interests"“profits interests” for federal income tax purposes, meaning that, under current law, no income will be recognized by the recipient upon grant or vesting, and the Company will not be entitled to any deduction. If OP Units are not disposed of within the three-year period beginning on the date of grant of the OP Unit award, any gain realized by the recipient upon disposition will be taxed as long-termlong term capital gain (assuming the applicable tax elections are made by the grantee in connection with the grant of the award).Shares.Shares. Unless stated otherwise above, upon the subsequent disposition of Shares acquired under any of the preceding awards, the participant will recognize capital gain or loss based upon the difference between the amount realized on such disposition and the participant'sparticipant’s basis in the Shares, and such amount will be long term capital gain or loss if such Shares were held for more than 12 months.Tax.Tax. Participants are subject to a 3.8% tax on the lesser of (i) the participant's "netparticipant’s “net investment income"income” for the relevant taxable year and (ii) the excess of the participant'sparticipant’s modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000, depending on the participant'sparticipant’s circumstances). A participant'sparticipant’s net investment income generally includes dividend income and net gains from the disposition of Shares. Participants are urged to consult their tax advisors regarding the applicability of this Medicare tax to their income and gains in respect of their investment in Shares. 74 VORNADO REALTY TRUST 2020 PROXY STATEMENT 409A.409A. If an award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Participants are urged to consult with their tax advisors regarding the applicability of Section 409A of the Code to their awards.Trustees.Trustees. The discussion above generally applies to awards to Non-Employee Trustees; provided that Non-Employee Trustees are not eligible to receive grants of incentive stock options, and any amounts taxable to Non-Employee Trustees in respect of awards are not subject to FICA taxation (but may instead be subject to certain 76VORNADO REALTY TRUST2019 PROXY STATEMENT its approval of the proposed amendments by our shareholders. Awards under the Amended 2019 Plan will be granted at the discretion of the Compensation Committee. As a result, it is not possible to determine the number or type of awards that will be granted to any person under the Amended 2019 Plan. The awards granted in 2019 (for 2018 performance) under the 2010 Omnibus Share Plan and the 2019 Plan, which would not have changed if the Amended 2019 Plan had been in place instead of the 20102019 Plan, are set forth in the table below. 2019 Omnibus Share Plan Name and Position Steven Roth 11,413,604 231,536 Joseph Macnow 3,353,058 63,690 Michael J. Franco 7,252,188 75,266 Haim H. Chera — — Glen J. Weiss 5,750,000 90,508 Current executive officers as a group (includes NEOs) 39,063,553 654,049 Current Non-Employee Trustees as a group 1,650,393 24,618 Employees other than executive officers as a group 4,567,783 66,990 2010 Omnibus Share Plan Name and Position Dollar Value
($)(1) Number of
Shares and
Units 10,878,261 360,615 3,081,730 92,166 5,328,528 152,610 3,547,965 115,603 22,836,484 720,994 1,198,920 21,024 8,013,559 301,221
(1)(1)Grant Date Fair Valuegrant date fair value of all awards granted in 2019 (for 2018 performance)2019.persons other than Trustees. For Trustees, the dollar value reflects the Grant Date Fair Value of awards made in 2018. No awards have yet been madesubject to Trusteesperformance-based vesting conditions granted in 2019.The Board of Trustees unanimously recommends a vote "FOR" the approval of the Company's 2019 Omnibus Share Plan.Unless you direct otherwise in your proxy, proxies will be voted for the proposal. The affirmative vote of holders of the majority of the votes cast on the proposal is required for approval of the 2019 Omnibus Share Plan. For purposes of the vote on this proposal, abstentions will have the effect of a vote against the proposal and broker non-votes will have no effect on the outcome of the proposal.INCORPORATION BY REFERENCE VORNADO REALTY TRUST 75 "Compensation“Compensation Committee Report on Executive Compensation"Compensation” and "Report“Report of the Audit Committee"Committee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated unless provided otherwise in such filing.ADDITIONAL MATTERS TO COME BEFORE THE MEETING 2019 PROXY STATEMENTVORNADO REALTY TRUST77 PROXY AUTHORIZATION VIA THE INTERNET OR BY TELEPHONE15, 2019.13, 2020. 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 for Internet access providers and telephone companies that must be borne by the shareholder.ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALSyear'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, not earlier than January 17, 202014, 2021 and not later than the close of business on February 16, 2020."proxy access"“proxy access” nomination for inclusion in our proxy statement in connection with our 20202021 Annual Meeting of Shareholders must submit a written notice in compliance with the procedures and along with the other information required by our 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 7, 20194, 2020 and not later than the close of business on December 7, 2019.4, 2020. 782019 PROXY STATEMENT 2020 PROXY STATEMENT Company'sCompany’s Annual Meeting of Shareholders in 20202021 may do so by following the procedures in Rule 14a-8 under the Securities Exchange Act of 1934. To be eligible for inclusion, shareholder proposals must be received at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, Attention: Secretary, not later than the close of business on December 7, 2019. By Order of the Board of Trustees,
SecretaryNew York, New YorkApril 5, 2019
April 3, 2020 2019 PROXY STATEMENT79
RECONCILIATION OF NON-GAAP METRICSbasis for year ended December 31, 2018 and 2017.basis. For the Year Ended
December 31, (Amounts in thousands) 2019 2018 Net income $ 3,334,262 $ 422,603 Depreciation and amortization expense 419,107 446,570 General and administrative expense 169,920 141,871 Transaction related costs, impairment losses and other 106,538 31,320 Income from partially owned entities (78,865) (9,149) Loss from real estate fund investments 104,082 89,231 Interest and other investment income, net (21,819) (17,057) Interest and debt expense 286,623 347,949 Net gain on transfer to Fifth Avenue and Times Square JV (2,571,099) — Purchase price fair value adjustment — (44,060) Net gains on disposition of wholly owned and partially owned assets (845,499) (246,031) Income tax expense 103,439 37,633 Loss (income) from discontinued operations 30 (638) NOI from partially owned entities 322,390 253,564 NOI attributable to noncontrolling interests in consolidated subsidiaries (69,332) (71,186) NOI at share 1,259,777 1,382,620 Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (6,060) (44,704) NOI at share—cash basis $ 1,253,717 $ 1,337,916 For the Year Ended December 31, (Amounts in thousands) 2018 2017
$
422,603
$
264,128
(9,149
)
(15,200
)
89,231
(3,240
)
(17,057
)
(30,861
)
(246,031
)
(501
)
(44,060
)
—
(638
)
13,228
(71,186
)
(65,311
)
446,570
429,389
141,871
150,782
31,320
1,776
253,564
269,164
347,949
345,654
37,633
42,375
1,382,620
1,401,383
(44,704
)
(86,842
)
$
1,337,916
$
1,314,541
expenses.expenses including our share of partially owned entities. NOI at share—cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share—cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share—cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share—cash basis should not be considered a substitute foralternatives to net income. NOIincome or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. 78 VORNADO REALTY TRUST 2020 PROXY STATEMENT (Amounts in thousands) Total NOI at share - cash basis for the year ended December 31, 2019 $ 1,253,717 Less NOI at share - cash basis from: Acquisitions (266) Change in ownership interests in properties contributed to Fifth Avenue and
Times Square JV (5,183) Dispositions (8,219) Development properties (64,359) Other non-same store income, net (52,594) Same store NOI at share - cash basis for the year ended December 31, 2019 $ 1,123,096 NOI at share - cash basis for the year ended December 31, 2018 $ 1,337,916 Less NOI at share - cash basis from: Acquisitions (121) Change in ownership interests in properties contributed to Fifth Avenue and
Times Square JV (79,427) Dispositions (14,764) Development properties (81,137) Other non-same store income, net (78,119) Same store NOI at share - cash basis for the year ended December 31, 2018 $ 1,084,348 Increase in same store NOI at share - cash basis for the year ended December 31, 2019 compared to December 31, 2018 $ 38,748 % increase in same store NOI at share - cash basis 3.6% calculate NOI on an operating partnership (Vornado Realty L.P.) basis which is before allocationpresent this non-GAAP measure to the noncontrolling interest(i) facilitate meaningful comparisons of the operating partnership.Tableoperational performance of Contentsour properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share - cash basis should not be considered an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. 80 20192020 PROXY STATEMENT For the Year Ended
December 31, (Amounts in thousands, except per share amounts) 2019 2018 Net income attributable to common shareholders $ 3,097,806 $ 384,832 Per diluted share $ 16.21 $ 2.01 FFO adjustments: Depreciation and amortization of real property $ 389,024 $ 413,091 Net gains on sale of real estate (178,711) (158,138) Real estate impairment losses 32,001 12,000 Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests (2,559,154) — Net gain from sale of UE common shares (sold on March 4, 2019) (62,395) — Decrease (increase) in fair value of marketable securities: PREIT 21,649 — Lexington (sold on March 1, 2019) (16,068) 26,596 Other (48) (143) After-tax purchase price fair value adjustment on depreciable real estate — (27,289) Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO: Depreciation and amortization of real property 134,706 101,591 Net gains on sale of real estate — (3,998) Decrease in fair value of marketable securities 2,852 3,882 (2,236,144) 367,592 Noncontrolling interests’ share of above adjustments 141,679 (22,746) FFO adjustments, net $ (2,094,465) $ 344,846 FFO attributable to common shareholders (non-GAAP) $ 1,003,341 $ 729,678 Convertible preferred share dividends 57 62 FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 1,003,398 $ 729,740 Per diluted share (non-GAAP) $ 5.25 $ 3.82 For the Year Ended December 31, (Amounts in thousands, except per share amounts) 2018 2017
$
384,832
$
162,017
$
2.01
$
0.85
$
413,091
$
467,966
(158,138
)
(3,797
)
12,000
—
26,453
—
(27,289
)
—
101,591
137,000
(3,998
)
(17,777
)
—
7,692
3,882
—
367,592
591,084
(22,746
)
(36,420
)
$
344,846
$
554,664
$
729,678
$
716,681
62
77
—
1,047
$
729,740
$
717,805
$
3.82
$
3.75
2019 PROXY STATEMENT81 2020 PROXY STATEMENT For the Year Ended
December 31, (Amounts in thousands, except per share amounts) 2019 2018 FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 1,003,398 $ 729,740 Per diluted share (non-GAAP) $ 5.25 $ 3.82 Certain (income) expense items that impact FFO attributable to common
shareholders plus assumed conversions: After-tax net gain on sale of 220 CPS condominium units $ (502,565) $ (67,336) Our share of loss from real estate fund investments 48,808 23,749 Previously capitalized internal leasing costs — (5,538) Non-cash impairment loss and related write-offs on 608 Fifth Avenue 77,156 — Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022 22,540 — Our share of additional New York City transfer taxes — 23,503 Preferred share issuance costs — 14,486 Other (6,119) (6,109) (360,180) (17,245) Noncontrolling interests’ share of above adjustments 22,989 993 Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (337,191) $ (16,252) Per diluted share (non-GAAP) $ (1.76) $ (0.09) FFO attributable to common shareholders plus assumed conversions, as
adjusted (non-GAAP) $ 666,207 $ 713,488 Per diluted share (non-GAAP) $ 3.49 $ 3.73 For the Year Ended December 31, (Amounts in thousands, except per share amounts) 2018 2017
$
729,740
$
717,805
$
3.82
$
3.75
$
(67,336
)
$
—
23,749
10,804
(2,834
)
(73,240
)
—
34,800
23,503
—
14,486
—
(7,308
)
—
—
44,465
—
(21,100
)
—
(11,373
)
4,033
10,328
(11,707
)
(5,316
)
727
534
$
(10,980
)
$
(4,782
)
$
718,760
$
713,023
$
3.76
$
3.73
("Nareit"(“NAREIT”). NareitNAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO, we also disclose FFO, as adjusted. Although this non-GAAP measure clearly differs from Nareit'sNareit’s definition of FFO, we believe it provides a meaningful presentation of operating performance. VORNADO REALTY TRUST 81 82 VORNADO REALTY TRUST 2020 PROXY STATEMENT 82 �� VORNADO REALTY TRUST 20192020 PROXY STATEMENT (This page has been left blank intentionally.)2019 PROXY STATEMENTPurposeVORNADO REALTY TRUST83 2019 OMNIBUS SHARE PLAN Vornado Realty Trust2019 Omnibus Share Plan(If approved by shareholders on May 16, 2019) 84VORNADO REALTY TRUST2019 PROXY STATEMENT 1. 85
2.
Shares Available for Awards
85
3.
Administration
86
4.
Eligibility
86
5.
Awards
87
6.
Operating Partnership Units
87
7.
Stock Options
88
8.
Stock Appreciation Rights
88
9.
Performance Shares
89
10.
Restricted Stock
89
11.
Other Stock-Based Awards
89
12.
Award Agreements
89
13.
Change in Control
89
14.
Clawback/Forfeiture
91
15.
Withholding
91
16.
Nontransferability
91
17.
No Right to Employment
91
18.
Adjustment of and Changes in Shares
91
19.
Amendment; Termination
92
20.
Section 409A
92
21.
Governing Law
93
22.
Effective Date
93 2019 PROXY STATEMENTVORNADO REALTY TRUST85 1.Purpose"“Plan"”), is to promote the interests of Vornado Realty Trust (the "“Trust"”), including its growth and performance, by encouraging employees of the Trust and its subsidiaries, including officers (together, the "“Employees"”), its non-employee trustees of the Trust and non-employee directors of its subsidiaries (together, the "“Non-Employee Trustees"”) and certain non-employee advisors and consultants that providebona fideservices to the Trust or its subsidiaries (together, the "“Consultants"”) to acquire an ownership position in the Trust, enhancing the ability of the Trust and its subsidiaries to attract and retain Employees, Non-Employee Trustees and Consultants of outstanding ability, and providing Employees, Non-Employee Trustees and Consultants with a way to acquire or increase their proprietary interest in the Trust'sTrust’s success and to further align the interests of the Employees, Non-Employee Trustees and Consultants with shareholders of the Trust. Each of the terms set forth in the Appendix is defined in the Section of the Plan set forth opposite such term."“Predecessor Plan"”), for awards granted on or after the Effective Date (as defined inSection 22). Awards may not be granted under the Predecessor Plan beginning on the Effective Date, but the adoption and effectiveness of the Plan will not affect the terms or conditions of any outstanding grants under the Predecessor Plan prior to the Effective Date."“Shares"”) if all awards granted under the Plan were Full Value Awards (as defined below) and 11,000,000 Shares if all awards granted under the Plan were not Full Value Awards (which includes the number of Shares remaining under the Predecessor Plan as of March 18, 2019). The Shares issued under the Plan may be authorized and unissued Shares or treasury Shares, as the Trust may from time to time determine. Any Shares that are subject to awards that are not Full Value Awards shall be counted against the number of Share Equivalents available for the grant of awards under the Plan, as set forth in the first sentence of thisSection 2, as one-half Share Equivalent for every Share granted pursuant to an award; any Shares that are subject to awards that are Full Value Awards shall be counted as one Share Equivalent for every Share granted pursuant to an award. "Share Equivalent"” shall be the measuring unit for purposes of the Plan to determine the number of Shares that may be subject to awards hereunder, which number of Shares shall not in any event exceed 11,000,000, subject to the provisions of thisSection 2 or any adjustment in the kind and number of securities as provided inSection 18. "For the avoidance of doubt, if the Trust issues any dividend or distribution to shareholders of the Trust in the form of another equity security of the Trust during the term of this Plan, then the Share Equivalents that may be subject to awards hereunder, including as a result of an adjustment or substitution pursuant to Section 18, shall include (i) the Share Equivalents then-remaining for issuance and (ii) an amount of such other equity securities of the Trust as would have been issued as a dividend or distribution in respect of such Share Equivalents had they been outstanding."” means an award under the Plan other than a stock option, stock appreciation right or other award that does not deliver on the grant date of such award the full value of the underlying Shares or underlying OP Units. "“OP Units"” are undivided fractional limited partnership interests in Vornado Realty L.P. (together with any successor entity, the "“Operating Partnership"”), of one or more classes established pursuant to the Operating Partnership'sPartnership’s agreement of limited partnership, as amended from time to time. The Operating Partnership is a Delaware limited partnership, the entity through which the Trust conducts its business and an entity that has elected to be treated as a partnership for federal income tax purposes."“Committee"”) of the Board of Trustees of the Trust (the "“Board of Trustees"”) may, without affecting the number of Share Equivalents available pursuant to thisSection 2, authorize the issuance or assumption of benefits under the Plan in connection with any merger, consolidation, acquisition of property or stock, reorganization or similar transaction upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A of the Code ("(“Section 409A"”) and any other applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). 84 VORNADO REALTY TRUST 2020 PROXY STATEMENT 86VORNADO REALTY TRUST2019 PROXY STATEMENT 3.Administration"“Participants"”). The Committee shall (i) determine the type of awards to be made to Participants, determine the Shares or share units subject to awards, and (ii) have the authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan, based on, among other things, information made available to the Committee by the management of the Trust. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in its administration of the Plan, as described herein, shall be final and conclusive.Committee'sCommittee’s determinations under the Plan and awards need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under award agreements and to enter into non-uniform and selective award agreements, as to (a) the persons to receive awards and (b) the provisions of awards. 2019 PROXY STATEMENT87 5.Awards"substantial“substantial risk of forfeiture"forfeiture” within the meaning of Section 409A and (y) dividend and dividend equivalent payments in the case of an award that is subject to performance vesting conditions shall be treated as unvested so long as such award remains unvested, and any such dividend and dividend equivalent payments that would otherwise have been paid during the vesting period shall instead be accumulated (and, if paid in cash, reinvested in additional Shares based on the Surrender Value of the Shares on the date of reinvestment) and paid within 30 days following the date on which such award is determined by the Committee to have satisfied such performance vesting conditions. "“Surrender Value"” means, with respect to a Share, the closing price reported for the Shares on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee in a manner consistent with Section 409A, unless determined as otherwise specified herein.Participant'sParticipant’s involuntary termination, retirement, death, disability or hardship (as determined by the Committee) or upon a Change in Control (as defined inSection 13), (1) Full Value Awards (a) that vest on the basis of the Participant'sParticipant’s continued employment or service shall be subject to a minimum vesting schedule of at least one year and (b) that vest on the basis of the attainment of performance goals shall provide for a performance period that ends no earlier than the first anniversary of the commencement of the period over which performance is evaluated; and (2) awards that are not Full Value Awards may not vest or be exercisable earlier than the first anniversary of the date on which such award is granted. Notwithstanding the foregoing, Awards with respect to 5% of the maximum aggregate number of Share Equivalents available for the purpose of awards under the Plan pursuant toSection 2 may be granted under the Plan to any one or more Participants without respect to such minimum vesting provisions."profits interests"“profits interests” within the meaning of IRS Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43, with respect to a Participant in the Plan who is rendering services to or for the benefit of the Operating Partnership, including its subsidiaries. 86 VORNADO REALTY TRUST 2020 PROXY STATEMENT 88VORNADO REALTY TRUST2019 PROXY STATEMENT "look-through"“look-through” entity, and the Committee may require such limited partnership or similar entity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of thisSection 6. NotwithstandingSection 5 of the Plan, the award agreement or other award documentation in respect of an award of OP Units may provide that the recipient of an award under thisSection 6 shall be entitled to receive, currently or on a deferred or contingent basis, dividends or dividend equivalents with respect to the number of Shares underlying the award or other distributions from the Operating Partnership prior to vesting (whether based on a period of time or based on attainment of specified performance conditions), as determined at the time of grant by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or OP Units."“Fair Market Value"” means, with respect to a Share, the average of the high and the low prices reported for the Shares on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee in a manner consistent with Section 409A, unless determined as otherwise specified herein. For purposes of the grant of any award, the applicable date will be the trading day on which the award is granted or, if the date the award is granted is not a trading day, the trading day immediately prior to the date the award is granted. For purposes of the exercise of any award, the applicable date is the date a notice of exercise is received by the Trust or, if such date is not a trading day, the trading day immediately following the date a notice of exercise is received by the Trust. 2019 PROXY STATEMENTVORNADO REALTY TRUST89 VORNADO REALTY TRUST 87 90VORNADO REALTY TRUST2019 PROXY STATEMENT 88 VORNADO REALTY TRUST 2020 PROXY STATEMENT "“Change in Control"” of the Trust means the occurrence of one of the following events:"“Incumbent Trustees"”) cease for any reason to constitute at least a majority of the Board of Trustees, provided that any person becoming a trustee subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board of Trustees (either by a specific vote or by approval of the proxy statement of the Trust in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Trust as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board of Trustees shall be an Incumbent Trustee;"person"“person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "“Exchange Act"”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the date hereof, a "beneficial owner"“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Trust representing 30% or more of the combined voting power of the Trust'sTrust’s then outstanding securities eligible to vote for the election of the Board of Trustees (the "“Trust Voting Securities"”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Trust or any majority-owned subsidiary of the Trust (provided that this exclusion applies solely to the ownership levels of the Trust or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Trust or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the date hereof) in Interstate Properties including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the "“Interstate Partners"”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any "group"“group” (as described in Rule 13d-5(b)(1) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as "“Interstate Holders"”); orTrust'sTrust’s assets (a "“Business Transaction"”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Trust'sTrust’s assets in such Business Transaction (the "“Surviving Corporation"”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Trust'sTrust’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (E) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a "“Non-Qualifying Transaction"”); orTrust'sTrust’s shareholders in substantially the same proportions as such shareholders owned the Trust Voting Securities immediately prior to such liquidation and such ongoing entity assumes all 2019 PROXY STATEMENTVORNADO REALTY TRUST91 VORNADO REALTY TRUST 89 Participant'sParticipant’s immediate family members (or trusts, partnerships, or limited liability companies established for such immediate family members). For this purpose, immediate family member means, except as otherwise defined by the Committee, the Participant'sParticipant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws and persons related by reason of legal adoption. Such transferees may transfer an award only by will or the laws of descent or distribution. An award transferred pursuant to thisSection 16 shall remain subject to the provisions of the Plan, and shall be subject to such other rules as the Committee shall determine. Upon transfer of a stock option, any related stock appreciation right shall be canceled. Except in the case of a holder'sholder’s incapacity, an award shall be exercisable only by the holder thereof.common shareholders other than regular cash dividends (including, without limitation, a distribution of common or preferred shares of beneficial interest in the Trust), the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the kinds of common shares, preferred shares or other securities of the Trust, and the number of Share Equivalents, for which awards may be granted under the Plan, (ii) the number or kindand kinds of Shares, common shares, preferred shares or other securities issued or reserved for issuance pursuant to outstanding awards, and (iii) the number and kinds of Shares or other common shares set forth inSection 2 that can be issued through incentive stock options within the meaning of Section 422 of the Code;provided,however, that no such substitution or adjustment shall be required if the Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise could 92VORNADO REALTY TRUST2019 PROXY STATEMENT 90 VORNADO REALTY TRUST 2020 PROXY STATEMENT Trust'sTrust’s intent that awards under the Plan be exempt from, or comply with, the requirements of Section 409A, and that the Plan be administered and interpreted accordingly. Without limiting the generality of the foregoing, if and to the extent that any award made under the Plan is determined by the Trust to constitute "non-qualified“non-qualified deferred compensation"compensation” subject to Section 409A then:Participant'sParticipant’s termination of employment, then (i) such payment or benefit shall be made or provided to the Participant only upon a "separation“separation from service"service” as defined for purposes of Section 409A under applicable regulations and (ii) if the Participant is a "specified employee"“specified employee” (within the meaning of Section 409A and as determined by the Trust), such payment or benefit shall not be made or provided before the date that is six months after the date of the Participant'sParticipant’s separation from service (or the Participant'sParticipant’s earlier death);"change“change in ownership"ownership” or "change“change in effective control"control” within the meaning of Section 409A, and in the event that such Change in Control does not constitute a "change“change in the ownership"ownership” or "change“change in the effective control"control” within the meaning of Section 409A, such Award will vest upon the Change in Control and any payment will be delayed until the first compliant date under Section 409A;"series“series of installment payments"payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the participant'sparticipant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment; andparticipant'sparticipant’s right to the dividend equivalents will be treated separately from the right to other amounts under the award. 2019 PROXY STATEMENTVORNADO REALTY TRUST93 21.DateDate; Termandwhich amendments shall be effective as of the date of the approval by the requisite shareholders of the Trust at the 20192020 Annual Meeting on May 16, 2019 (the "Effective Date"). If the Plan is not so approved by the requisite shareholders of the Trust, then the Plan will be null and void in its entirety and the Predecessor Plan will remain in full force and effect with respect to awards to be granted to Employees and Consultants.14, 2020. Subject to earlier termination pursuant toSection 19, the Plan shall have a term of ten years from the Effective Date;provided,however, that all awards made under the Plan before its termination, and the Committee'sCommittee’s authority to administer the terms of such awards, will remain in effect until such awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable award agreements. VORNADO REALTY TRUST 91 Term Section 942VORNADO REALTY TRUST2019 PROXY STATEMENT Business Transaction 13Change in Control 13 Code 2 Committee 2 Consultants 1 Effective Date 22 Employees 1 Exchange Act 13 Fair Market Value 7 Full Value Award 2 Incumbent Trustees 13 Interstate Holders 13 Interstate Partners 13 Non-Employee Trustees 1 Non-Qualifying Transaction 13 OP Units 2 Operating Partnership 2 Participants 3 Plan 1 Predecessor Plan 1 Section 409A 2 Shares 2 Share Equivalent 2 Surrender Value 5 Surviving Corporation 13 Trust 1 Trust Voting Securities 13 TermSectionBoard of Trustees 2Business Transaction13Change in Control13Code2Committee2Consultants1Effective Date22Employees1Exchange Act13Fair Market Value7Full Value Award2Incumbent Trustees13Interstate Holders13Interstate Partners13Non-Employee Trustees1Non-Qualifying Transaction13OP Units2Operating Partnership2Participants3Plan1Predecessor Plan1Section 409A2Shares2Share Equivalent2Surrender Value5Surviving Corporation13Trust1Trust Voting Securities13
VIEW MATERIALS & VOTE w SCAN TO VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK, NY 10019 VOTE BY INTERNET - 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. 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 like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically 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, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 U s e a n y to u c h-t o ne t e le p ho n e to t r an s m i t y o u r vo t i ng i n st r u ct i o n s u p u nt i l 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. 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, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E69140-P17134 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. VORNADO REALTY TRUST The Board of Trustees recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Trustees Nominees: 06) 07) 08) 09) Mandakini Puri Daniel R. Tisch Richard R. West Russell B. Wight, Jr. 01) 02) 03) 04) 05) Steven Roth Candace K. Beinecke Michael D. Fascitelli William W. Helman IV David M. Mandelbaum The Board of Trustees recommends you vote FOR proposals 2, 3 and 4. 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. NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 3. 4. APPROVAL OF THE COMPANY'S 2019 OMNIBUS SHARE PLAN. NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY 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) Date
E69141-P17134E98593-P33529 VORNADO REALTY TRUST This proxyProxy is solicited on behalf of the Board of Trustees for the 20192020 Annual Meeting of Shareholders May 16, 201914, 2020 11:30 A.M. The undersigned shareholder, revoking all prior proxies, hereby appoints Steven Roth and Michael D. Fascitelli, or either of them, as proxies for the undersigned, each with full power of substitution, to attend 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 16, 201914, 2020 at 11:30 A.M., local time,Eastern 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. Receipt of the Notice of Annual Meeting of Shareholders, the Proxy Statement in connection with such meeting and the 20182019 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 NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION, AND (4) "FOR" THE APPROVAL OF THE AMENDMENTS TO THE COMPANY'S 2019 OMNIBUS SHARE PLAN. 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. Address Changes/Comments: (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:
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