VORNADO REALTY TRUST
For the period ended May 21, 2026. Filed Apr 7, 2026.
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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
How Pay Aligns with Performance
| | | 32 | | | | VORNADO REALTY TRUST | | |
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| | 2026 PROXY STATEMENT | |
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| | PAY ELEMENT | | | | COMPENSATION TYPE | | | | OBJECTIVE AND KEY FEATURES | |
|---|---|---|---|---|---|---|---|---|---|---|
| | Performance AO LTIP Units (awarded in June 2023) | | | | Long-Term Variable Incentive At-Risk Equity | | | | Objective: Designed to (1) enhance our pay-for-performance structure by requiring a meaningful and sustained Share price increase before awards have value and (2) motivating and rewarding employees for superior Share price performance. Key Features/Actions: • Enhances pay-for-performance structure and shareholder alignment • Motivates and rewards only in instance of superior Share price performance • Awards only have value if there has been a sustained increase in the Company’s Share price • Vest 20% on 3rd anniversary of grant date and 80% on 4th anniversary of grant date | |
| | Development Fee Pool (allocations made in 2023) | | | | Cash pool based on 40% of actual net development fees received by the Company from third parties | | | | Objective: To incentivize and reward employees for seeking and finding new opportunities to create shareholder value by raising third-party capital for development projects to diversify risk and enhance the Company’s economics, and for retention purposes. Key Features/Actions: • Development Fee Pool only applies to fees paid by joint venture partners or other third parties to the Company but does not apply to wholly-owned Vornado developments or to any amount attributable to Vornado’s share of a payment made by a joint venture • Only provides value to our executives upon the creation of meaningful value to the Company through the receipt of development fees from third parties • No allocations made in 2024 or 2025 | |
How Pay Aligns with Performance
2025 Performance Metrics Considered
For 2025 annual incentive plan compensation, among the subjective and objective factors considered were the Company’s results during the year (NOI at share and FFO, as adjusted, among other financial results), leasing volume, development progress, financing activities, progress on sustainability goals, and the factors mentioned below. “NOI” (or Net Operating Income) means total revenues less operating expenses including our share of partially owned entities. “FFO” means funds from operations as defined by NAREIT. “FFO, as adjusted,” means FFO as adjusted to exclude certain items that impact the comparability of period-to-period FFO. FFO, as adjusted, excludes the impact of certain non-recurring items, such as gains on the sale of certain property, non-cash impairment losses, income or loss from discontinued operations and sold properties, gains and losses from the early extinguishment of debt and restructuring costs, among others. Each of these metrics are presented in our regular annual and quarterly reports with reconciliations to the most comparable metric presented in accordance with GAAP. Although they are non-GAAP metrics, we use them in making compensation decisions because they facilitate meaningful comparisons in operating performance between periods and among our peers. TSR means our total shareholder return (including dividends) for a given period.
Key Year-Over-Year Comparisons
Our TSR for 2025 was-19.1% while that of our NY REIT Peers (comprised of Empire State Realty Trust, Inc. and SL Green Realty Corp.) was-30.8% and that of the FTSE NAREIT Equity Office Index was-14.0%.
Key Considerations
We operate in a highly competitive commercial real estate industry where we actively compete for business opportunities and executive talent. In determining compensation levels for 2025, our Compensation Committee did not attribute a numeric weight to any one factor, but sought to find a balance among (i) appropriately recognizing the significant capital markets, operational and development achievements during the year, (ii) maintaining total compensation levels in line with the highly competitive market for executive talent and at a level adequate to
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