VORNADO REALTY TRUST

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every regular meeting, strategic and business decisions receive the most prominence 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. Our Company relies upon the measured financial and strategic guidance, probing questions and judgment of our Board members.

Developing an Effective Board

Trustee Recruitment Process

Our Board believes that the Board should be comprised of members who encompass a broad range of skills, expertise, industry knowledge and diversity of opinion, experience, perspective and contacts relevant to our business. Our Board is deeply involved in the business and strategy of our Company and the great depth of experience and insight that our Board members bring to meetings continues to be invaluable. 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.

Personal Characteristics

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Integrity and Accountability: High ethical standards, integrity and strength of character in his or her personal

and professional dealings and a willingness to act on and to be accountable for his or her decisions.

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Informed Judgment: Demonstrates intelligence, wisdom and thoughtfulness in decision-making. Demonstrates a willingness to thoroughly discuss issues, ask questions, express reservations, and voice dissent.

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Financial Literacy: An ability to read and understand financial statements, financial ratios and various other indices for evaluating the Company’s performance.

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Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the willingness to listen.

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High Standards: History of achievements that reflect high standards for himself or herself and others.

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Core Competencies

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Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to the industry in which our Company operates.

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Business Judgment: Record of making good business decisions and evidence that he or she will act in good faith and in a manner that is in the best interests of our Company.

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Strategic Insight: Record of insight with respect to our industry and market and other trends and conditions

and applying such insight to create value or limit risk.

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Management: Experience in corporate management. Understand management trends in general and in the areas in which we conduct our business.

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Crisis Response: Ability and time to perform during periods of both short-term and prolonged crisis.

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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.

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Local Markets: Experience in markets in which our Company operates.

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Leadership: Understand and possess leadership skills and have a history of motivating high-performing,

talented managers.

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Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging our management to sharpen its vision.

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Sustainability and Governance: Experience in management and oversight of environmental, climate change, social and governance issues to be able to assist the Board in overseeing and advising management with regard to long-term value creation using a responsible, sustainable business plan.

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Commitment to our Company

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Time and Effort: Able and willing to commit the time and energy necessary to satisfy the requirements of Board and Board committee membership and service. Expected to attend and participate in all Board meetings and meetings of Board committees for which they are members. Encouraged to attend all annual meetings of shareholders. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.

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Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of both critical issues affecting our Company (including industry-, technology- and market-specific information), and Trustee’s roles and responsibilities (including the general legal principles that guide Board members).

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Other Commitments: In light of other existing commitments, the ability to perform adequately as a Trustee and a willingness to do so.

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Stock Ownership: Complies with the Company’s equity ownership requirements.

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Team and Company Considerations

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Balancing the Board: Contributes talent, skills and experience to the Board as a team to supplement existing resources and provide talent for future needs preferably as evidenced by a pattern of dealings with one or more current Board members.

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Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in background, skills and professional experience (public, private, and non-profit sectors) and other factors.

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Nomination of a candidate should not be based solely on these listed factors.