Empire State Realty Trust Inc

For the period ended May 9, 2024. Filed Mar 28, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 28, 2024

ESRT$5.31+0.2%Stored close · as of Nov 6, 2026

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Contents

Compensation Program Objectives

COMPENSATION BEST PRACTICES

We have adopted many market best practices with respect to our compensation program. Highlights of those practices are set forth below.

	WHAT WE DO We pay for performance, and our compensation programs are designed to have direct alignment with TSR We use multiple performance metrics and both short-term and long-term performance periods in granting equity awards to foster achievement across multiple business goals and time periods We have implemented a clawback policy that requires the recovery of erroneously received incentive-based compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements We have “double-trigger” change in control benefits We have robust stock ownership guidelines for our NEOs and directors We align the interests of our shareholders and NEOs by granting long-term equity awards that vest based on both achievement of TSR targets and continued service over time We engage an independent compensation consultant to advise the Compensation and Human Capital Committee, which is comprised entirely of independent directors We obtain confirmation from an independent consultant that our compensation structure does not encourage excessive or inappropriate risk taking				WHAT WE DO NOT DO We do not provide “golden parachute” tax gross-up payments We do not have “single-trigger” change in control benefits We do not allow hedging by directors or employees; our Compensation and Human Capital Committee must approve any pledge of company stock by executives and other key employees We do not encourage unnecessary or excessive risk taking; incentive awards are not based on a single performance metric and do not have guaranteed minimum payouts Our equity plan does not permit repricing of stock options without shareholder consent We do not provide perquisites for our NEOs, with the exception of very limited perquisites for our CEO structured with safety considerations and for specific business purposes

Compensation Program Objectives

The Compensation and Human Capital Committee designed the 2023 executive compensation program with the objectives and key features set out below:

PROGRAM OBJECTIVE	HOW WE GET THERE
Alignment with Corporate Strategies		We set performance metrics for our annual incentive bonus that align with our corporate and sustainability goals and are tied to our annual financial and operational results, with the flexibility to adjust for individual performance and non-formulaic factors, where appropriate.
Alignment with Shareholder Interests		A substantial portion of our NEOs’ pay is long-term incentive compensation in the form of performance-based equity to link compensation with the creation of shareholder value by granting awards that are earned based in part on TSR over a period of years.
Short-Term and Long-Term Performance Objectives		A substantial percentage of our NEOs’ pay is performance-based. This is divided between (i) annual incentive bonus, which measures performance over a one-year period and rewards achievement of short-term company corporate, sustainability and individual goals, and (ii) long-term performance-based equity, which measures performance over a multi-year period and rewards long-term company shareholder return.
Long-Term Continued Employment		Our NEOs are granted long-term incentive compensation in the form of time-based equity awards that are earned based on continued service, designed to retain highly talented executives over a period of years.
Balanced Mix		We provide current compensation in the form of cash, divided between base salary and annual incentive bonus, and long-term compensation in the form of equity, divided between performance-based and time-based equity. Both current and long-term compensation are mixed between stable (base salary and time-based equity) and performance-based (annual incentive bonus and performance-based equity) compensation.
No Unnecessary Risk-Taking		To ensure that compensation arrangements do not encourage unnecessary risk-taking, we create a balance between performance-based and non-performance-based compensation and short-term and long-term performance-based compensation with a mix of performance metrics and set performance metric targets that we believe are aspirational but achievable. We also have minimum stock ownership guidelines to help mitigate potential compensation risk and further align the interests of our NEOs with those of our shareholders.
Competitive		To ensure our compensation remains competitive, the Compensation and Human Capital Committee engaged Ferguson Partners as its independent consultant in 2023 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data.

	38 EMPIRE STATE REALTY TRUST

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.