VORNADO REALTY TRUST

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the Company is required to prepare an accounting restatement due to certain material non-compliance with financial reporting requirements. This combination of factors encourages our executives to manage the Company prudently.

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. For the first time in over 20 years, we raised our Chief Executive Officer’s base salary to $1,250,000 effective January 1, 2026. In addition, we increased the salaries of our President & Chief Financial Officer and Co-Heads of Real Estate to $1,250,000 effective January 1, 2026.

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 NEOs 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 2025, the maximum pool available for annual incentive bonuses to NEOs was $8.8 million (1.75% of FFO, as adjusted) but nevertheless, our Compensation Committee granted a reduced aggregate amount of $8.5 million in annual bonuses to NEOs, equal to 1.68% 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 sustainability 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, generally in the first quarter of each year for the prior year’s performance.

Long-Term Equity Incentives

Long-term equity compensation is typically issued under our Omnibus Plans through performance-based awards, such as our LTPP Units (awarded in 2023 and 2022), or Performance AO LTIP Units (awarded in June 2023), and grants of time-based restricted units. Equity awards link compensation directly to the performance of our Share