VORNADO REALTY TRUST

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Elements of Our Compensation Program

Annual Base Salary

Base salaries are established based on the scope of responsibilities, taking into account the compensation paid by other companies as well as salaries of peers within the Company. Consistent with our pay-for-performance philosophy, annual base salary is a relatively low percentage of total compensation. Excluding temporary salary reductions implemented during 2020 due to the impact of the COVID-19 pandemic on our business, there were no increases in our Named Executive Officers’ base salary levels for 2023 and there have not been any increases in our Chief Executive Officer’s base salary in over 20 years.

Annual Incentive Awards

Our Compensation Committee has established a short-term incentive program for the senior management team that formulaically ties a maximum award pool to achieving a level of FFO, as adjusted, of at least 65% of the prior year, and set a cap for the aggregate pool of bonuses to the Senior Executives at 1.75% of FFO, as adjusted. The Company believes FFO, as adjusted, is one of the key operating metrics within the REIT industry and a primary driver of long-term TSR performance. We use FFO, as adjusted, as the primary metric for our annual incentive awards rather than total FFO. FFO, as adjusted, excludes certain items that impact the comparability of period-to-period FFO, and thus the Compensation Committee believes it provides a better metric than total FFO for assessing management’s performance. Under our annual compensation program, participants may earn annual cash incentive payments and/or equity awards if and only if FFO, as adjusted, is at least 65% or more of the prior year’s comparable FFO, as adjusted. Moreover, even if the Company does achieve the stipulated FFO, as adjusted, performance requirement, the Compensation Committee retains the right, consistent with best practices, to elect to reduce or make no payments under the program.

For 2023, the maximum pool available for annual incentive bonuses to Senior Executives was $9.5 million (1.75% of FFO, as adjusted) but nevertheless, due to our relative performance, our Compensation Committee granted a reduced aggregate amount of $7.5 million in annual bonuses to Senior Executives, equal to 1.36% of FFO, as adjusted.

As described in more detail below under “—Current Year Compensation Decisions”, individual award allocations are determined by the Compensation Committee based on an assessment of individual and Company performance. Performance criteria used when determining awards include, among others, the following:

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Leasing performance and occupancy levels;

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Execution of our development and redevelopment projects;

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Capital markets performance and maintenance of a strong balance sheet;

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Acquisitions, dispositions and financing activity;

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Same store NOI at share;

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FFO and FFO, as adjusted;

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Implementation and achievement of goals, including expense control and adherence to budget, and ESG initiatives, including sustainability goals; and

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Achievement of business unit and/or departmental objectives.

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Any awards 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’s performance.