VORNADO REALTY TRUST
For the period ended May 21, 2026. Filed Apr 7, 2026.
View on SEC.govAbout 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 21, 2026 · Filed Apr 7, 2026
Contents
Compensation Components
| | | 30 | | | | VORNADO REALTY TRUST | | |
|---|
| | 2026 PROXY STATEMENT | |
|---|
2023 LTPP
Our 2023 LTPP provided participants the opportunity to earn equity awards based on operational and relative TSR performance. 50% of the LTPP Units were eligible to be earned based on our relative TSR performance over a three-year period ending in January 2026 and 50% were eligible to be earned based on the achievement of specified operating/sustainability performance measures over a one-year period ending December 31, 2023, in each case with further modifiers based on the Company’s absolute TSR over a three-year period. Upon completion of the final measurement period in January 2026, and taking into account awards in respect of operational performance that were already issued in February 2024, a total of 629,217 LTPP units were earned, excluding the dividend accrual units, representing approximately 98% of the maximum potential 640,900 LTPP units that were eligible to be earned by plan participants.
Compensation Components
Our Named Executive Officers’ compensation generally has the following four primary components (though, as noted above, no equity awards were granted to NEOs in 2025):
annual base salary, which includes cash payments and/or equity in lieu thereof;
annual incentive award, which includes cash payments and/or equity in lieu thereof;
long-term equity incentive, which includes restricted units and long-term incentive performance awards; and
development fee pool allocations.
The overall compensation levels and allocation among these components, excluding any development fee pool allocations, are determined annually by our Compensation Committee considering the Company’s performance during the year and a review of the competitive market for executive talent. Historically, most of the total compensation for our CEO has been in long-term equity awards. These longer-term, equity-based awards reflect the Compensation Committee’s desire to directly align management and shareholder interests and to provide incentives to successfully implement our long-term strategic objectives.
| | | VORNADO REALTY TRUST | | | | 31 | | |
|---|
| | 2026 PROXY STATEMENT | |
|---|
The compensation program for our NEOs is described in the table below.
| | PAY ELEMENT | | | | COMPENSATION TYPE | | | | OBJECTIVE AND KEY FEATURES | |
|---|---|---|---|---|---|---|---|---|---|---|
| | Base Salary | | | | Cash | | | | Objective: To provide appropriate fixed compensation that will promote executive retention and recruitment. Key Features/Actions: • Fixed Compensation | |
| | Annual Incentive Awards | | | | Short-Term Variable Incentive Cash and/or Restricted Equity | | | | Objective: To reward the achievement of financial and operating objectives based on the Compensation Committee’s quantitative and qualitative assessment of the executive’s contributions. All or a portion of earned annual awards may be in restricted units to further align executive’s interests with shareholders. Key Features/Actions: • Variable, short-term compensation awards • Aggregate pool only funded upon the achievement of a threshold level of FFO, as adjusted, a key operating metric in the REIT industry • Aggregate pool capped at 1.75% of FFO, as adjusted • Allocated based on objective and subjective Company, business unit and individual performance • Committee determined to pay out less than the full amount of the funded pool: aggregate 2025 annual incentive awards to NEOs was only 1.68% of FFO, as adjusted | |
| | Restricted Equity Grants (not granted in 2025) | | | | Long-Term Variable Incentive Equity | | | | Objective: To align executive and shareholder interests, promote retention with multi-year vesting and provide stable long-term compensation. Key Features/Actions: • Aligns executive and shareholder interests • Vest over a fixed number of years • Subject to a two-year holding period (regardless of vesting) and a “book-up” event (typically an increase in Share price) to have value | |
| | Long-Term Performance Plan (awarded in 2026 for 2025 performance) | | | | Long-Term Variable Incentive At-Risk Equity | | | | Objective: To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for earnings growth and progress on sustainability matters as well as for sustained TSR performance based on rigorous operational, absolute and relative hurdles. Key Features/Actions: • Performance-based equity awards that can be earned based on (i) achievement of an operational measure (75%) and (ii) relative TSR (25%), in each case with an applicable absolute modifier • Only provides value to our executives upon the creation of meaningful shareholder value above specified hurdles over applicable performance periods • Operational measure of 2027 FFO per share, as adjusted • 50% of the earned payouts vest three years following grant and the remaining 50% vest four years following grant. Earned payouts are also subject to an additional one-year holding period following vesting, or in the case of our CEO, a three-year holding period | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.