Empire State Realty Trust, Inc.

For the period ended May 14, 2026. Filed Apr 2, 2026.

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 14, 2026 · Filed Apr 2, 2026

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

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Contents

Compensation Setting Process

Compensation Program Objectives

The Compensation Committee designed the 2025 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 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 with the NYC marketplace in which we compete for talent, the Compensation Committee engaged Ferguson Partners as its independent consultant in 2025 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data.

Compensation Setting Process

ROLES OF OUR COMPENSATION COMMITTEE, COMPENSATION CONSULTANT AND MANAGEMENT

COMPENSATION COMMITTEE

Our Compensation Committee is comprised entirely of independent directors and chaired by Steven J. Gilbert. The committee has overall responsibility for monitoring the performance of the company’s executives and evaluating and approving our executive compensation policies and programs. In addition, the committee oversees the administration of our equity plans. The committee determines all components of our CEO’s compensation.

With respect to the other NEOs, the committee seeks input from our CEO and reviews and approves all components of our other NEOs’ compensation.

COMPENSATION CONSULTANT

Our Compensation Committee has engaged Ferguson Partners Consulting to provide guidance with respect to the development and implementation of our compensation programs. Ferguson Partners Consulting provides the committee with advice concerning the types and levels of compensation to be paid to our NEOs. In connection with this, Ferguson Partners Consulting provides market data on base salary, annual incentive bonus, and long-term incentive compensation at other REITs.

The committee requires that its consultant be independent of company management and performs an annual assessment of such independence. It most recently assessed Ferguson Partners Consulting’s independence in February 2026 and confirmed that Ferguson Partners Consulting remains independent and free of any conflict of interest which might affect its work.

	36 EMPIRE STATE REALTY TRUST

MANAGEMENT

Our CEO attends Compensation Committee meetings, provides information as to the individual performance of the other NEOs and makes annual recommendations to the committee regarding appropriate compensation levels for all NEOs other than himself. All elements of our NEOs’ compensation must be approved by our Compensation Committee and the committee regularly meets in executive session without the CEO or any members of management present.

PEER BENCHMARKING PROCESS

In developing our executive compensation programs, our Compensation Committee commissions an annual compensation benchmarking analysis to ensure that our programs are competitive with those of other similar publicly-traded REITs, including consideration of the cost of attracting and retaining talented executives in the New York City marketplace.

PEER DATA

Our company has few public REIT direct business competitors, particularly when factoring our geographic focus in the metropolitan New York City marketplace. In order to allow for a robust examination of market practices, the Compensation Committee, in consultation with Ferguson Partners Consulting, strives to develop a peer group that best reflects the characteristics noted in the table below.

Guiding Principles for Empire State Realty Trust’s Peer Selection

	INDUSTRY				SIZE				BUSINESS CHARACTERISTICS
	CONSIDER INDUSTRY to identify companies with a similar business model or philosophy ◗ Start with New York City office-focused REITs with substantial portfolios in New York City ◗ Expand to other high barrier to entry market office-focused REITs				CONSIDER SIZE (i.e., total capitalization) to ensure companies are similar in scope				CONSIDER OTHER BUSINESS CHARACTERISTICS that distinguish the complexity of the particular business (e.g., operating the Observatory)

	QUESTIONS ADDRESSED IN DEVELOPING AN EFFECTIVE PEER GROUP
	Who are key performance comparators?					◗ Who do we compete with for tenants? ◗ Who do we compete with for investors? ◗ Which companies have similar market demands and influences?
	Who are closest competitors for talent?					◗ Which companies might logically try to recruit our executives? ◗ If our company had to replace a member of its executive team externally, from which companies might it recruit to attract executives with similar capabilities?
	Who are the peers from an external perspective?					◗ Who does the investment community name as peers? ◗ Who cites Empire State Realty Trust as a peer? ◗ Who are other REITs classified within the Nareit Office Index and broader MSCI US REIT Index that best fit the characteristics noted above?

After our peer group has been confirmed, Ferguson Partners Consulting, our independent compensation consultant, provides market data and practices of the peer group for our Compensation Committee to consider, as well as information on executive compensation trends and developments generally. Specifically, Ferguson Partners provides information regarding the design and levels of compensation paid by our peers and overall counsel to determine the appropriate incentive design for our company. Such compensation data for peers is analyzed by our Compensation Committee with the assistance of Ferguson Partners Consulting to set a suitable and competitive compensation package in the context of the New York City marketplace in which we operate and the competitive conditions for the talent pool in that market. The resulting compensation is intended to serve the company’s requirements in both recruitment and retention of key qualified executives and to motivate our executive officers to achieve our corporate goals and increase value for our shareholders. An executive’s target compensation is not mechanically set at a particular percentage of the peer group. Rather, our Compensation Committee also considers the executive’s role and experience and the competitive factors needed to retain and incentivize such executive.

2025 PEER GROUP

In August 2024, the Compensation Committee, in consultation with Ferguson Partners Consulting reviewed the company’s peer group. The Compensation Committee determined to keep the same peer group for 2025 as 2024 as shown on the following page.

				2026 PROXY STATEMENT 37

TABLE OF CONTENTS

2025 PEER GROUP

At the time Ferguson Partners conducted its analysis of executive compensation during the third quarter of 2024 for the purposes of 2025 compensation-setting, our company size ranked among this peer group at approximately the following relative percentiles across the categories below:

	UPREIT (EQUITY) MARKETCAPITALIZATION				TOTAL CAPITALIZATION				NUMBER OF EMPLOYEES
	50th PERCENTILE				30th PERCENTILE				65th PERCENTILE

GOAL SETTING AND PERFORMANCE EVALUATION PROCESS

The Compensation Committee’s oversight of compensation for our NEOs, including our Chairman and CEO, uses a three-step process:

		1				ESTABLISHMENT OF CORPORATE AND SUSTAINABILITY GOALS AND INDIVIDUAL OBJECTIVES
		BEGINNING OF EACH YEAR
		◗ CEO provides recommendations to the Compensation Committee regarding the company’s target corporate and sustainability goals and individual objectives for himself and the other NEOs. ◗ The target corporate goals are prepared based on our corporate model as tested by and discussed with the board as described on page 40. ◗ Our CEO works with each other NEO to establish annual individual objectives which align with the overall goals of the company. The individual goals relate to specific strategic and organizational objectives. The committee believes that individual accountability and strong individual performance should lead to overall strong company performance, for which the committee wants to hold the senior leadership team accountable.

		2				EVALUATION AND REVIEW PROCESS
		END OF YEAR
		◗ Our executive compensation determinations include an evaluation and performance review process that measures each NEO’s performance against his or her objectives for that year. These evaluations and performance reviews are an essential part of the process by which the committee determines overall executive compensation and include both a mid-year and a full-year evaluation. ◗ Our CEO first provides the Chair of the Compensation Committee with a report on his own performance compared to the objectives established for him. ◗ The Chair of the Compensation Committee then prepares his own written evaluation and discusses with the full board in executive session. The board considers additional factors, including prior years’ compensation trends, prior years’ company performance, the relative level of rigor and complexity of the CEO’s tasks, and the competitive NYC marketplace in which we operate and compete for talent. ◗ As part of the year end evaluation process, our CEO prepares evaluations of all the other NEOs, which are then presented to the board for discussion. Based on the evaluations, the CEO recommends compensation packages for each other NEO, after the end of the calendar year.

		3				DETERMINATION OF COMPENSATION
		OVER THE COURSE OF SEVERAL MEETINGS IN THE FIRST QUARTER OF THE FOLLOWING YEAR
		◗ After the Compensation Committee considers the result of the most recent Say-on-Pay vote, reviews the NEOs’ performance against goals and objectives for the year and considers the other factors discussed above, and after consultation with the full board, the committee makes its final determinations with respect to compensation. The committee’s objective is to ensure that the level of compensation is consistent with the level of corporate and individual performance delivered, sufficient to attract and retain highly talented executives in our competitive industry and metropolitan area, motivate our NEOs to achieve exceptional corporate results, and align their interests with those of our shareholders.

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