DEF 14A of Vornado Realty Trust, Apr 9, 2024

DEF 14A of Vornado Realty Trust

Filed Apr 9, 2024 · FY20230001104659-24-045234

Open on EDGAR

  1. Board and Committee Refreshment

    Board and Committee Refreshment Over the last eight years, we have added four new independent Trustees, comprising 40% of our Board: Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri. We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee, in 2021 we added Ms. Hamza Bassey to the Compensation Committee, in 2022 we added Ms. Hamza Bassey to the Audit Committee and in 2023 we added Mr. McGuire to the Compensation Committee. As demonstrated by our Board’s actions over the past several years, we remain committed to ongoing Board refreshment and will continue to pursue qualified, diverse candidates for election to our Board. The following charts summarize the composition of our Board following our recent refreshment: In the past five years, our Board added three new independent Trustees: • Ms. Hamza Bassey joined our Board in 2020. She has served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an African-focused banking group, since February 2015. She has brought legal, investment, financial and international experience. • Mr. Helman joined our Board in 2019. He has brought investment, technology, private equity, capital markets, and public company board experience. Mr. McGuire joined our Board in 2022. He is President of Lazard, Inc. and was previously Vice Chairman of Citigroup and Chairman of Citi’s Banking, Capital Markets and Advisory business and brings investment, financial, capital markets and strategic experience. We believe that the balance of skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise and institutional knowledge of our longer-tenured Trustees, provide substantive support for the Board’s oversight of the Company’s business and strategy. In combination with Board refreshment, we have also rotated committee memberships to bring new perspectives to committees.

  2. Board and Committee Refreshment

    | VORNADO REALTY TRUST | xiii |

  3. Key Compensation Highlights

    Key Compensation Highlights Shareholder Engagement and Board Responsiveness ✓ Robust shareholder engagement, with participation by our Lead Independent Trustee, seeking input on our executive compensation program ✓ Continued in-depth review of our compensation program, led by the Compensation Committee, with input from shareholders and our independent compensation consultant Changes for 2023/2024 ✓ Adopted a new LTPP commencing in 2023 that incorporates operational and ESG metrics ✓ Granted the June 2023 Awards ✓ Established new Development Fee Pool in 2023 Substantial Performance-Based and At-Risk Components ✓ Pay-for-performance philosophy, including 76% of the CEO’s and 71% of other NEOs’ average 2023 compensation in the form of equity with actual value tied to Vornado’s Share price performance ✓ Significant portion of long-term compensation in the form of performance-based equity that requires the achievement of significant performance hurdles to have any value ✓ Total Realized Compensation outcomes demonstrate the strong pay-for-performance alignment within our program ✓ Our annual bonus plan has a formula-driven cap ✓ Metrics in our compensation program continue to align with important metrics that drive value creation: Funds from Operations (“FFO”), Total Shareholder Return (“TSR”) and Greenhouse Emission Reductions Shareholder-Friendly Compensation Programs ✓ CEO is required to hold equity having a value of at least 6x salary and other NEOs must hold equity with a value of at least 3x salary ✓ Maintain a cap on annual incentive compensation payouts ✓ Double-trigger equity acceleration upon a change of control ✓ No excessive retirement benefits or retirement plan (other than a 401(k)) ✓ No excessive perquisites or benefits ✓ Anti-hedging and anti-pledging policies; our anti-hedging policy applies to Trustees and executive officers and covers hedging their ownership in Shares, including by trading in options, puts, calls, or other derivative instruments related to Shares ✓ No tax gross-ups No dividends or other distributions on unearned equity awards that are subject to performance conditions that have not been achieved (other than limited distributions on Operating Partnership awards for tax purposes)

  4. Compensation Components

    | Long-Term Performance Plan (Awarded in 2023 for 2022 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 ESG matters as well as for sustained TSR performance based on rigorous operational, absolute and relative hurdles. Key Features/Actions of LTPPs: • Performance-based equity awards that can be earned based on (i) achievement of certain operational measures (50%) and (ii) relative TSR (50%), 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 measures of FFO per share, as adjusted, and ESG metrics measuring greenhouse emissions reductions, GRESB score and LEED achievements • 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 | | LTIPs (awarded in June 2023) | Long-Term Variable Incentive Equity | Objective: To align executive and shareholder interests and promote retention, with back-ended vesting. Key Features/Actions: • Aligns executive and shareholder interests • Vest in two equal installments on each of the 3rd and 4th anniversary of grant date • Subject to a two-year holding period (regardless of vesting) and a “book-up” event (typically an increase in Share price) to have value | | 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 | 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 |

  5. How We Determine Executive Compensation

    How We Determine Executive Compensation Our Compensation Committee, comprised solely of independent Trustees, determines compensation for our Named Executive Officers and other senior executives. Our Compensation Committee exercises independent judgment on executive compensation and administers our equity incentive programs, including reviewing and approving equity grants under the 2023 Omnibus Share Plan (the “2023 Omnibus Plan”) and the 2019 Omnibus Share Plan (the “2019 Omnibus Plan” and, together with the 2023 Omnibus Plan, the “Omnibus Plans”). Our Compensation Committee operates under a written charter adopted by the Board, which is available on our website (www.vno.com/governance/committee-charters). We generally make our compensation decisions in the first quarter of a year. These decisions cover the prior year’s performance and contributions. In addition, in the first quarter of a fiscal year, we establish that year’s performance threshold for our short-term annual incentive program and in the first quarter of 2023 we also established the metrics and applicable threshold, targets and maximum levels for our 2023 LTPP. Our compensation decisions are based primarily upon our assessment of each executive’s leadership, operational performance and potential to enhance long-term shareholder value. For our CEO, this assessment is made by the Compensation Committee. For our other Named Executive Officers, this assessment is initially made by our CEO subject to the review and approval of the Compensation Committee. Our annual, short-term incentive program provides for a minimum performance threshold for, and a cap on, a bonus pool for annual incentive awards to our Senior Executives. Key factors we consider when making compensation decisions include: actual performance compared to the financial, operational and strategic goals established for the Company or the executive’s operating division; the nature, scope and level of responsibilities; contribution to the Company’s financial and operational results, particularly on metrics such as NOI at share, FFO, FFO, as adjusted, TSR and leasing activity for the year; contribution to the Company’s ESG efforts, including progress on our Vision 2030 Plan and other ESG goals; contribution to our substantial ongoing development projects; financing and investment activities; capital allocation; and contribution to the Company’s commitment to corporate responsibility, including success in creating a culture of unyielding integrity and compliance with applicable laws and our ethics policies. These factors may be considered on an absolute and/or relative basis with respect to other companies or indices.

  6. How We Determine Executive Compensation

    In determining individual pay levels, we also consider each executive’s historical compensation, the appropriate balance between incentives for long-term and short-term performance and the compensation paid to the executive’s peers within the Company. As discussed below, we also consider competitive market compensation paid by other companies that operate in our business or that compete for the same talent pool, such as other REITs, other real estate companies operating in our core markets and, in some cases, private equity firms, investment banking firms and hedge funds. However, we do not formulaically tie our compensation decisions to any particular range or level of total compensation paid to executives at these companies. Furthermore, we consider the actual Total Realized Compensation historically received by our management in determining whether our compensation program meets our goals of alignment with shareholder interests. In addition, we encourage alignment with shareholders through equity-based compensation. We apportion incentive awards in order to provide the appropriate incentives to meet our compensation objectives both individually and in the aggregate for executives and other employees. Typically, our CEO receives a higher proportion of his compensation in equity than other Named Executive Officers who, in turn, receive a higher proportion in equity than our other employees. We regularly review our compensation program to determine whether we have given the proper incentives to our Named Executive Officers to deliver superior performance on a cost-effective basis and for them to continue their careers with us. Role of the Corporate Governance and Nominating Committee, Compensation Committee, and CEO The Corporate Governance and Nominating Committee is responsible for evaluating potential candidates for Chairman and CEO, and for overseeing executive succession plans. The Compensation Committee (1) reviews and approves the compensation of our executive officers and other employees whose total cash compensation exceeds $200,000 per year, (2) oversees the administration and implementation of our incentive compensation and other equity-based awards, and (3) regularly evaluates the effectiveness of our overall executive compensation program. The Compensation Committee oversees the compensation program for our CEO and our other Named Executive Officers. The Compensation Committee evaluates CEO performance and sets his compensation. Our CEO and the Compensation Committee together assess the performance of other senior executives and our Compensation Committee determines their compensation, based on the initial recommendations of our CEO. The other NEOs do not play a role in determining their own compensation, other than discussing individual performance objectives with our CEO. In support of these responsibilities, members of our senior executive team, along with other senior executives, have the initial responsibility of reviewing the performance of the employees reporting to them and recommending compensation for those employees. Role of Compensation Consultants/ Peer Group Benchmarking The Compensation Committee has engaged the services of FTI Consulting, Inc. (“FTI Consulting”), as a compensation consultant, including for 2023 compensation. The Compensation Committee assessed the independence of FTI Consulting in accordance with the NYSE listing standards and concluded that no conflict of interest existed that would prevent FTI Consulting from independently advising the Compensation Committee. Our Compensation Committee is authorized by the Board to set FTI Consulting’s compensation and to replace FTI Consulting as its independent outside compensation consultant or hire additional consultants at any time. For 2023 compensation decisions, the Compensation Committee reviewed peer compensation information, prepared by FTI Consulting, in connection with its compensation decisions. This peer information was not used to target a particular percentile for our CEO’s 2023 compensation but rather to set an appropriate range of compensation, considering relative size, performance and competitive factors. FTI Consulting reviewed the Company’s 2022 peer group and assessed the industries, geographies, market capitalization, revenues, among other factors, of the peer group relative to the Company and recommended removing two of the largest companies, by market capitalization, that were in the 2022 peer group and replacing them with two companies that are more similar in size to the Company. Following FTI Consulting’s recommendation, the Compensation Committee adopted the following peer group for 2023.

  7. How We Determine Executive Compensation

    Vornado’s Total Capitalization as of October 31, 2023 was slightly above the median of the peer group and close to the 75th percentile in revenue. Our Compensation Committee has elected to use the foregoing executive compensation peer group, because the competitive landscape in which we compete for investment capital and executive talent is comprised of other publicly-traded REITs as well as real estate operating companies. Additionally, as many of our competitors in the markets in which we operate, particularly with respect to our New York division, are private equity and investment management firms not structured as REITs and private entities such as real estate opportunity funds, sovereign wealth funds and pension funds, among others, our Compensation Committee, from time to time, has also considered compensation levels and trends among our non-public competitors as obtained from surveys and other proprietary data sources. Consistent with prior years, the Compensation Committee reviewed and discussed the analyses prepared by FTI Consulting and determined that the analyses were useful in indicating that the compensation opportunities awarded to executive officers are in line with the prevailing competitive market. Furthermore, Total Realized Compensation metrics align with the performance of the Company and the shareholder value created. Analysis of Risk Associated with Our Executive Compensation Program Our Compensation Committee has discussed risk as it relates to our executive compensation program and the Compensation Committee does not believe our program encourages excessive or inappropriate risk-taking for the reasons stated below. We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or Share price performance. The variable elements of compensation encourage and reward both short- and long-term corporate performance. For short-term performance, annual incentives are based on the formulaic thresholds of our annual incentive pool and assessments of performance during the prior year. For long-term performance, awards generally vest over three, four or five years. Awards of LTPP Units, OPP Units, Performance AO LTIP Units, appreciation-only OP units (“AO LTIP Units”) or options have value only if our Share price increases over time (and, in the case of LTPP Units, if we meet specified operational goals). Awards of restricted units can be redeemed for Shares only if our Share price increases over time. Awards of restricted units require a two-year holding period (regardless of vesting). For LTPP and OPP awards, we require our Named Executive Officers to hold the equity received on earned and vested awards for one additional year after they have vested (or three years, in the case of our CEO for the LTPP). We and our Compensation Committee also believe that the mix of formulaic criteria and a non-formulaic evaluation of historic performance provides an incentive for our executives to produce superior performance without the distorting effects of providing a pre-determinable compensation award based on the performance of only one division or business unit or upon other results that may not result in long-term value creation. As demonstrated above, our executive compensation program is structured to achieve its objectives by (i) providing incentives to manage the Company for the long-term, (ii) avoiding disproportionately large, short-term incentives that could encourage the taking of excessive risks or sacrificing long-term value, (iii) requiring our executives to maintain a significant investment in the Company and (iv) evaluating annually an array of performance criteria rather than focusing on a singular metric that may encourage unnecessary risk-taking. This combination of factors encourages our executives to manage the Company prudently.

  8. Elements of Our Compensation Program

    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. Excluding temporary salary reductions implemented during 2020 due to the impact of the COVID-19 pandemic on our business, there were no increases in our Named Executive Officers’ base salary levels for 2023 and there have not been any increases in our Chief Executive Officer’s base salary in over 20 years. 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 Senior Executives 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 2023, the maximum pool available for annual incentive bonuses to Senior Executives was $9.5 million (1.75% of FFO, as adjusted) but nevertheless, due to our relative performance, our Compensation Committee granted a reduced aggregate amount of $7.5 million in annual bonuses to Senior Executives, equal to 1.36% 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: • Leasing performance and occupancy levels; • Execution of our development and redevelopment projects; • Capital markets performance and maintenance of a strong balance sheet; • Acquisitions, dispositions and financing activity; • Same store NOI at share; • FFO and FFO, as adjusted; • Implementation and achievement of goals, including expense control and adherence to budget, and ESG initiatives, including sustainability goals; and Achievement of business unit and/or departmental objectives. Any awards under the annual incentive program are payable in cash and/or equity awards, generally in the first quarter of each year for the prior year’s performance.

  9. Dow Jones U.S. Real Estate Office Index Relative TSR Component (25% of Total Award)

    Dow Jones U.S. Real Estate Office Index Relative TSR Component (25% of Total Award)

  10. Dow Jones U.S. Real Estate Office Index Relative TSR Component (25% of Total Award)

    | Level | Percentage of Target Amount Earned | Relative TSR (Three Years) | | Threshold | 50% | 25th percentile of DJ Office Index companies | | Target | 100% | 50th percentile of DJ Office Index companies | | Maximum | 200% | 75th percentile or greater of DJ Office Index companies |

  11. Northeast Peer Group Relative TSR Component (25% of Total Award)(1)

    Northeast Peer Group Relative TSR Component (25% of Total Award)(1)

  12. Northeast Peer Group Relative TSR Component (25% of Total Award)(1)

    | Level | Percentage of Target Amount Earned | Relative TSR (Three Years) | | Threshold | 50% | 33rd percentile of Northeast Peer Group companies | | Target | 100% | 50th percentile of Northeast Peer Group companies | | Maximum | 200% | 66th percentile or greater of Northeast Peer Group companies |

  13. Northeast Peer Group Relative TSR Component (25% of Total Award)(1)

    The Northeast Peer Group index is comprised of the following companies: Boston Properties, Inc., Brandywine Realty Trust, Empire State Realty Trust, Inc., JBG Smith Properies, Paramount Group, Inc. and SL Green Realty Corp.

  14. Northeast Peer Group Relative TSR Component (25% of Total Award)(1)

    | VORNADO REALTY TRUST | 41 |

  15. Absolute Modifiers

    Absolute Modifiers Awards under the Relative TSR Component of the 2023 LTPP are subject to reduction (but not increase) if the Company’s aggregate three-year TSR is less than 12%, with a maximum reduction of 30% of units that would otherwise be earned under the Relative TSR Component if the Company’s TSR is negative over the three-year measurement period. As of December 31, 2023, our one-year absolute TSR performance would have resulted in no downward reduction. Awards under the Operational Performance Component of the 2023 LTPP are subject to reduction (but not increase) if the Company’s aggregate three-year TSR is less than 21%, with a maximum reduction of 30% of LTPP Units that would otherwise be earned under the Operational Performance Component if the Company’s TSR is negative over the three-year measurement period. As of December 31, 2023, our one-year absolute TSR performance would have resulted in no downward reduction.

  16. Post-Vesting Holding Period

    Post-Vesting Holding Period If the designated performance objectives are achieved, awards earned under the 2022 and 2023 LTPPs will vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. The Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the LTPPs accrue during the applicable performance period and are paid to participants to the extent that awards are ultimately earned based on the achievement of the designated performance objectives. In designing our LTPPs, we carefully selected performance criteria across important financial and TSR goals and we also incorporated ESG goals, demonstrating the emphasis that the Company places on ESG matters and

  17. Restricted Units

    Restricted Units “Restricted units” (which we also refer to as “LTIPs”) are grants of limited partnership interests in the Operating Partnership under our Omnibus Plans. These units generally vest in three or four equal annual installments beginning approximately one year after grant and include a two-year holding requirement. The restricted units granted in June 2023, however, vest in two equal installments on the 3rd and 4th anniversaries of the grant date, respectively, subject to the recipient’s continued employment with the Company as of such date, with each vesting tranche subject to an additional one-year post vesting transfer restriction. Vested restricted units are exchangeable on a one-for-one basis into the Operating Partnership’s Units under certain circumstances, which principally include the requirement that certain tax “book-up” events for the Operating Partnership have occurred whereby sufficient book gain has been specially allocated to the restricted units so that they have the same per unit capital account value as Class A Units. In addition to the limitation on exchangeability, the ability to receive the same liquidation value as Class A Units also is dependent on sufficient amounts of book gain being specially allocated to the restricted units. Book gain is only eligible to be specially allocated to the capital account of a restricted unit on a book-up event to the extent aggregate book gain exceeds aggregate book loss since the issuance of the restricted unit, which generally corresponds to appreciation in the value of the assets of the Operating Partnership during such period. During the restricted period, each restricted share or restricted unit entitles the recipient to receive payments equal to the dividends on one Share. Our Compensation Committee believes that restricted units are a key component of our long-term incentive program because they offer recipients a long-term incentive that is similar to restricted shares with more favorable U.S. federal income tax treatment under current law. We believe that the use of restricted units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by our management, (iii) not adversely impacted dilution as compared to restricted shares, and (iv) further aligned the interests of our management with the interests of our shareholders.

  18. June 2023 Awards

    June 2023 Awards Background Factors Recent changes to our compensation program reflect macro factors that have had a direct impact on our business: • Since the onset of the COVID-19 pandemic in early 2020, office REITs, including Vornado, have faced major challenges due to the dramatic increase in remote and hybrid work policies. In addition, over the past couple of years, we have faced a significant increase in interest rates coupled with high inflation. As a result of these and other factors, the capital markets for office properties have been adversely impacted and our stock price decreased substantially from 2019 to early 2023. • These factors resulted in several years of our performance equity awards failing to meet the specified performance hurdles and being forfeited. In addition, any time-based equity awards held by employees were worth substantially less than at the applicable grant date. • Due to these operational challenges, equity forfeitures/decreases and the very tight job market, a number of key employees, including at the Executive Vice President and Senior Vice President levels, left the Company from 2021 through early 2023 and we faced the very real prospect of additional departures. • Moreover, as described in more detail in this proxy statement, beginning in 2019 we initiated an important management succession process and promoted a new generation of Company leaders. Given the challenging operating environment over the past few years and the substantial decrease in the value of equity awards received by the new senior management team, the Compensation Committee believed it was necessary to consider making significant grants to the senior management team and a broad group of other employees to promote retention and further align the award recipients with shareholder returns over the next few years. Additionally, given the long timelines associated with the real estate business and several of our projects, such as the PENN District and 350 Park Avenue developments, the Compensation Committee believed it was critical that we take steps to ensure employee continuity, especially at the senior management level. In order to obtain sufficient share capacity to make equity grants that would accomplish these retention goals and incentivize shareholder returns, the Company sought and obtained shareholder approval at the 2023 Annual Meeting of Shareholders for the 2023 Omnibus Plan. In conversations with major shareholders leading up to the 2023 Annual Meeting of Shareholders and thereafter, the shareholders were supportive of the Compensation Committee’s contemplated equity grants and provided general feedback on the structure of the grants which was incorporated in the actual award grants made by the Compensation Committee on June 29, 2023 (the “June 2023 Awards”). June 2023 Awards Structure •

  19. Over 40% of the June 2023 Awards were granted to employees who are not NEOs

    Over 40% of the June 2023 Awards were granted to employees who are not NEOs • Mix of 2.4 million time-based restricted units (“LTIPs”) of Vornado Realty L.P. (the “Operating Partnership”) and 14.4 million performance-conditioned appreciation-only Operating Partnership units (“Performance AO LTIP Units”) (which are economically similar to performance-based options) ◦ Based on the 2023 Omnibus Plan’s weighting of each full award that delivers the full value of one Share or Operating Partnership Unit counting as one Share equivalent, and each award of an option to acquire our Shares (or other securities that require the payment of an exercise price or deduction of a strike price) counting as one-half of a Share equivalent, the award was comprised of 25% time-based LTIPs and 75% Performance AO LTIP Units • Back-ended vesting provisions to promote retention ◦ LTIPs vest in two equal installments on the 3rd and 4th anniversaries of the grant date (except in the event of a qualifying termination), with each tranche subject to an additional one-year post-vesting lockup ◦ 20% of the Performance AO LTIP Units vest on the 3rd anniversary of the grant date and the remaining 80% vest on the 4th anniversary of the grant date (except in the event of a qualifying termination) In order for the Performance AO LTIP Units to be fully exercisable (subject to time-based vesting), the Share price must increase 75% above $16.87, the grant date Share price

  20. Over 40% of the June 2023 Awards were granted to employees who are not NEOs

    • Performance AO LTIP Units require sustained Share performance until the actual conversion date for the units to maintain value Importantly, in consideration of the June 2023 Award grants, the Compensation Committee did not grant any equity awards in January 2024 and does not intend to make equity award grants to NEOs in January 2025. The LTIPs are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting, are convertible by the holder into an equivalent number of Class A units of the Operating Partnership (“Class A Units”). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company’s election, Shares of the Company on a one-for-one basis. The LTIPs will vest in two equal installments on the 3rd and 4th anniversaries of the grant date, respectively, subject to the recipient’s continued employment with the Company as of such date (except in the event of a qualifying termination), with each vesting tranche subject to an additional one-year post-vesting transfer restriction. The LTIPs are entitled to receive the same distributions as paid on the Company’s Shares. The Performance AO LTIP Units are a class of Operating Partnership units and each Performance AO LTIP Unit is potentially convertible into a number of Class A Units until the tenth anniversary of the grant date, subject to satisfaction of the vesting and performance conditions described below, determined by reference to the excess of the closing price per Share on the date of conversion over $16.87, the closing Share price on the grant date. The Performance AO LTIP Units will vest with respect to 20% on the 3rd anniversary of the grant date, and the remaining 80% will vest on the 4th anniversary of the grant date, subject to the recipient’s continued employment with the Company (except in the event of a qualifying termination). Conversion of the Performance AO LTIP Units is subject to the following performance conditions: • No Performance AO LTIP Units are earned if the Applicable Price (defined below) is less than $21.0875 per Share (a 25% increase above the grant date Share price). • At an Applicable Price of $21.0875 per Share, 33% of the Performance AO LTIP Units are earned. • At an Applicable Price of $25.3050 per Share (a 50% increase above the grant date Share price), 67% of the Performance AO LTIP Units are earned. • At an Applicable Price of $29.5225 per Share (a 75% increase above the Grant Date Share price), 100% of the Performance AO LTIP Units are earned. • Linear interpolation applies for Applicable Prices between $21.0875 and $25.3050 and between $25.3050 and $29.5225. “Applicable Price” means the highest average consecutive 20-trading day closing Share price during the period commencing on the grant date and ending on the earlier of (i) the date on which the Performance AO LTIP Units are converted or (ii) the ten-year anniversary of the grant date.

  21. Total Direct/Realizable Compensation Table

    | Name | Year | Salary ($)(1) | Cash Bonus ($)(2) | Grant Date Fair Value of Restricted Unit Awards in Lieu of Cash Bonus ($)(3) | Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation ($)(4) | Grant Date Fair Value of At-Risk Multi-Year Performance- Based Awards ($)(5) | Other Compensation ($) | Total Direct/ Realizable Compensation ($)(6) | | Steven Roth | 2023 | 1,000,000 | 3,700,000 | — | 6,120,625 | 8,898,750 | — | 19,719,375 | | | 2022 | 822,419 | 1,500,000 | — | 3,390,004 | 3,390,183 | — | 9,102,606 | | | 2021 | 824,821 | — | 753,014 | 3,253,265 | 4,033,114 | — | 8,864,214 | | Michael J. Franco | 2023 | 1,000,000 | 2,900,000 | — | 4,546,750 | 6,610,500 | — | 15,057,250 | | | 2022 | 1,000,000 | 1,500,000 | — | 1,057,502 | 1,057,574 | — | 4,615,076 | | | 2021 | 1,000,000 | 1,200,000 | 240,912 | 964,609 | 1,152,534 | — | 4,558,055 | | Haim Chera | 2023 | 1,000,000 | 1,500,000 | — | 2,331,671 | 3,390,000 | — | 8,221,671 | | | 2022 | 1,000,000 | 1,500,000 | — | 337,518 | 337,546 | — | 3,175,064 | | | 2021 | 1,000,000 | 1,500,000 | — | 309,259 | 368,344 | — | 3,177,603 | | Barry S. Langer | 2023 | 1,000,000 | 2,900,000 | — | 3,497,500 | 5,085,000 | — | 12,482,500 | | | 2022 | 1,000,000 | 1,500,000 | — | 850,001 | 850,082 | — | 4,200,083 | | | 2021 | 1,000,000 | 1,500,000 | — | 772,479 | 926,777 | — | 4,199,256 | | Glen J. Weiss | 2023 | 1,000,000 | 2,900,000 | — | 3,497,500 | 5,085,000 | — | 12,482,500 | | | 2022 | 1,000,000 | 1,500,000 | — | 980,018 | 980,092 | — | 4,460,110 | | | 2021 | 1,000,000 | 1,500,000 | — | 889,609 | 1,069,365 | — | 4,458,974 |

  22. Total Realized Compensation Table

    | Name | Year | Salary ($)(1) | Cash Bonus ($)(2) | Grant Date Fair Value of Restricted Unit Awards in Lieu of Cash Bonus ($)(3) | Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation ($)(4) | Performance Awards (Value Realized) ($)(5) | Total Realized Compensation ($)(6) | Total Direct/ Realizable Compensation ($)(6) | | Steven Roth | 2023 | 1,000,000 | 3,700,000 | — | 6,120,625 | 1,528,721 | 12,349,346 | 19,719,375 | | | 2022 | 822,419 | 1,500,000 | — | 3,390,004 | — | 5,712,423 | 9,102,606 | | | 2021 | 824,821 | — | 753,014 | 3,253,265 | — | 4,831,100 | 8,864,214 | | Michael J. Franco | 2023 | 1,000,000 | 2,900,000 | — | 4,546,750 | 411,913 | 8,858,663 | 15,057,250 | | | 2022 | 1,000,000 | 1,500,000 | — | 1,057,502 | — | 3,557,502 | 4,615,076 | | | 2021 | 1,000,000 | 1,200,000 | 240,912 | 964,609 | — | 3,405,521 | 4,558,055 | | Haim Chera | 2023 | 1,000,000 | 1,500,000 | — | 2,331,671 | 131,645 | 4,963,316 | 8,221,671 | | | 2022 | 1,000,000 | 1,500,000 | — | 337,518 | — | 2,837,518 | 3,175,064 | | | 2021 | 1,000,000 | 1,500,000 | — | 309,259 | — | 2,809,259 | 3,177,603 | | Barry S. Langer | 2023 | 1,000,000 | 2,900,000 | — | 3,497,500 | 331,231 | 7,728,731 | 12,482,500 | | | 2022 | 1,000,000 | 1,500,000 | — | 850,001 | — | 3,350,001 | 4,200,083 | | | 2021 | 1,000,000 | 1,500,000 | — | 772,479 | — | 3,272,479 | 4,199,256 | | Glen J. Weiss | 2023 | 1,000,000 | 2,900,000 | — | 3,497,500 | 382,194 | 7,779,694 | 12,482,500 | | | 2022 | 1,000,000 | 1,500,000 | — | 980,018 | — | 3,480,018 | 4,460,110 | | | 2021 | 1,000,000 | 1,500,000 | — | 889,609 | — | 3,389,609 | 4,458,974 |

  23. Current Year Compensation Decisions

    Current Year Compensation Decisions We generally make our incentive compensation decisions in the first quarter of a year with respect to performance during the prior year. In addition, in the first quarter of 2023, we established the 2023 performance thresholds and caps for our formula-based short-term annual incentive program. The compensation levels discussed in this Compensation Discussion and Analysis section are not directly comparable to the amounts presented in the “Summary Compensation Table.” In addition, in the discussion below, when we discuss the “Fair Value” of equity awards, the “fair value” is determined in accordance with accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). Fair Value is the method used for presenting values for equity awards in our “Summary Compensation Table” and elsewhere under “Executive Compensation.” When we discuss the “Market Value” of equity awards, we refer to values based on the market price at the date of grant (the values considered by our Compensation Committee in making compensation decisions). Total Compensation of Our CEO (with Equity Determined at Fair Value) For 2023, Mr. Roth’s Total Direct/Realizable compensation was $19,719,375 compared to $9,102,606 in the prior year, a 116.6% increase. For 2023, Mr. Roth’s Total Realized Compensation was $12,349,346 compared to $5,712,423 in the prior year, a 116.2% increase. For 2022, Mr. Roth’s Total Direct/Realizable compensation was $9,102,606 compared to $8,864,214 in the prior year, a 2.7% increase. For 2022, Mr. Roth’s Total Realized Compensation was $5,712,423 compared to $4,831,100 in the prior year, an 18.2% increase. For 2021, Mr. Roth’s Total Direct/Realizable compensation was $8,864,214 compared to $9,294,192 in the prior year, a 4.6% decrease. For 2021, Mr. Roth’s Total Realized Compensation was $4,831,100 compared to $5,174,937 in the prior year, a 6.6% decrease. Mr. Roth’s salary, incentives and equity awards were based on an evaluation of those factors previously described and were approved by the Compensation Committee. Among the factors considered, both objective and subjective, were the strategic position of the Company, the changes in the Company’s operating and performance metrics over the applicable period (NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and the other factors previously described, including the Company’s progress on ESG matters, and executing on the redevelopment of THE PENN DISTRICT and the 350 Park Avenue project. With respect to the June 2023 Awards and the Development Fee Pool allocations, the Compensation Committee also took into account the factors described under “June 2023 Awards” and Development Fee Pool” above. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. The substantial majority of Mr. Roth’s compensation is in the form of equity to further align his interests with those of our shareholders. Cash Compensation of Our CEO Mr. Roth has served as our CEO since April 15, 2013. Mr. Roth’s base salary of $1,000,000 was established in March 2001 and has remained unchanged since then. In 2023, Mr. Roth also received a $2,200,000 allocation from the Development Fee Pool. Equity Compensation of Our CEO In June 2023, Mr. Roth received a grant of 437,500 LTIPs and 2,625,000 Performance AO LTIP Units. The aggregate Fair Value at the date of grant of these units was $15,019,375. Mr. Roth’s long-term equity incentive compensation award for 2022 performance (granted in 2023) was 319,973 LTPP Units (granted based on the maximum performance level but subject to performance conditions described above) and 181,393 restricted units. The Fair Value at the date of grant of these LTPP Units and restricted units was $6,780,187 and represents a 7% decrease in Fair Value of long-term equity grants (excluding the June 2023 Awards) compared to the prior year. Basis for Compensation of Other Named Executive Officers For other Named Executive Officers (Messrs. Franco, Chera, Langer and Weiss), salary, annual incentive and long-term equity awards were based on an evaluation of those factors previously described and approved by the

  24. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Equity Grant Practices All of our equity-based compensation awards are made under our shareholder-approved Omnibus Plans. The 2023 Omnibus Share Plan (our current plan, as amended, the “Omnibus Plan”) provides up to 10,800,000 Share equivalents with (a) each award that delivers the full value of one OP Unit or one Share counting as one Share equivalent, and (b) each award of an option, stock appreciation right or other award that requires the payment of an exercise price or deduction of a strike price counting as one-half of a Share equivalent. Following shareholder approval of the 2023 Omnibus Plan, no additional awards can be granted under the 2019 Omnibus Plan, but the terms and conditions of awards previously granted under the 2019 Omnibus Plan remain unchanged. Under the Omnibus Plans, the exercise price of each stock option must be no less than the average of the high and low price of our Shares on the date that the award was granted. Typically, the vast majority of our equity awards are granted in the first quarter of each year. In addition, and from time to time, additional equity awards may be granted in connection with new hires or promotions. We have never repriced options and our Omnibus Plans do not permit repricing of options without shareholder approval. Employment, Severance and Change of Control Agreements For those of our senior executive team who have employment agreements, these agreements generally provide for a severance payment (for termination by us without cause or by the executive with good reason (each as defined in the employment agreement and further described below under “Employment Contracts”)) and change of control payment (if employment is terminated following a change of control) in the range of one to two times the executive’s annual salary and incentive. These change of control arrangements compensate management in the event of a termination following a fundamental change in the Company, and provide an incentive to continue with the Company at least through such time. Severance and change of control arrangements do not generally affect other compensation arrangements for a particular period. A more complete description of employment agreements, severance and change of control arrangements pertaining to the Named Executive Officers is set forth under “Employment Contracts” and “Severance and Change of Control Arrangements.” Tax Deductibility of Compensation The tax efficiency of compensation is one of many factors that the Compensation Committee considers in the design of our compensation programs. We look at a combination of the rates at which our executives will be taxed and the value of any deduction that we may be entitled to when developing our approach to compensation. We believe that the limitations of Section 162(m) of the Internal Revenue Code, as amended, (which limits the corporate tax deduction for certain executive officer compensation that exceeds $1 million a year) does not apply to most of the compensation we paid to our Named Executive Officers for 2023 and only a small portion of their compensation may not be deductible due to that limitation.

  25. Summary Compensation Table

    Summary Compensation Table

  26. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Cash and/or Equity Bonus ($)(2) | Restricted Share/Unit Awards ($)(3) | Option Awards ($)(4) | Non- Equity Incentive Plan Compensation ($) | Changes in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Steven Roth Chairman and Chief Executive Officer (Principal Executive Officer) | 2023 | 1,000,000 | 3,700,000 | 12,900,812 | 8,898,750 | — | — | 343,952 | 26,843,514 | | | 2022 | 822,419 | 1,500,000 | 7,286,379 | — | — | — | 320,909 | 9,929,707 | | | 2021 | 824,821 | 753,014 | 7,873,225 | — | — | — | 312,291 | 9,763,351 | | Michael J. Franco President and Chief Financial Officer (Principal Financial Officer) | 2023 | 1,000,000 | 2,900,000 | 6,661,826 | 6,610,500 | — | — | 67,885 | 17,240,211 | | | 2022 | 1,000,000 | 1,500,000 | 2,117,143 | — | — | — | 71,790 | 4,688,933 | | | 2021 | 1,000,000 | 1,440,912 | 1,929,213 | — | — | — | 71,120 | 4,441,245 | | Haim Chera Executive Vice President— Head of Retail Leasing | 2023 | 1,000,000 | 1,500,000 | 3,006,736 | 3,390,000 | — | — | 540,401 | 9,437,137 | | | 2022 | 1,000,000 | 1,500,000 | 677,603 | — | — | — | 315,780 | 3,493,383 | | | 2021 | 1,000,000 | 1,500,000 | 618,515 | — | — | — | 188,619 | 3,307,134 | | Barry S. Langer Executive Vice President— Development, Co-Head of Real Estate | 2023 | 1,000,000 | 2,900,000 | 5,197,582 | 5,085,000 | — | — | 25,144 | 14,207,726 | | | 2022 | 1,000,000 | 1,500,000 | 1,699,256 | — | — | — | 21,254 | 4,220,510 | | | 2021 | 1,000,000 | 1,500,000 | 1,044,934 | — | — | — | 20,504 | 3,565,438 | | Glen J. Weiss Executive Vice President—Office Leasing, Co-Head of Real Estate | 2023 | 1,000,000 | 2,900,000 | 5,457,610 | 5,085,000 | — | — | 366,295 | 14,808,905 | | | 2022 | 1,000,000 | 1,506,129 | 1,958,974 | — | — | — | 332,402 | 4,797,505 | | | 2021 | 1,000,000 | 1,500,000 | 1,279,194 | — | — | — | 319,044 | 4,098,238 |

  27. Summary Compensation Table

    (1) The information provided also includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated and are awarded in the first quarter. For 2022 and 2021, Mr. Roth elected to receive 80% of his cash salary in the form of restricted units with Grant Date Fair Values of $622,419 and $624,821 respectively. (2) The information provided includes cash bonuses and the value of grants of restricted units in lieu of cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next year. Mr. Roth (at his election) did not receive a cash bonus for 2021. On January 12, 2022, Mr. Roth received restricted units with a Grant Date Fair Value of $753,014 in lieu of his 2021 cash bonus. On January 12, 2022 Mr. Franco also received restricted units with a Grant Date Fair Value of $240,912 in lieu of a portion of his 2021 cash bonus. The 2022 amount for Mr. Weiss includes a payment for long-term service with the Company of $6,129 that are paid to each Vornado employee on the five-year anniversary of the employee’s employment commencement date with Vornado, and every fifth year thereafter, in amounts equal to a net payment of $100 per year of service. For 2023, amounts include Development Fee Pool allocations of $2.2 million for Mr. Roth and $1.4 million for each of Messrs. Franco, Langer and Weiss. Information presented in this column includes the value of grants of restricted units, LTPP Units and OPP Unit awards granted during the applicable period. Information presented in these columns reflects the aggregate Grant Date Fair Value of equity awards granted in the applicable fiscal year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Dividends or dividend equivalents are paid on both the vested and unvested portion of restricted share and restricted unit awards. In accordance with applicable SEC rules, amounts shown exclude restricted units that were granted in lieu of salary or bonuses, which are reflected in the “Salary” and “Bonus” columns, respectively. Furthermore, as required by SEC rules, the amounts presented in these columns also include the Grant Date Fair Value of both restricted unit awards and of performance awards (such as our LTPP and OPP awards). Assuming that maximum performance would have been achieved under our 2023 performance-based equity awards, the value at the grant date of

  28. Summary Compensation Table

    | 54 | VORNADO REALTY TRUST |

  29. Summary Compensation Table

    the awards would each have been as follows: Mr. Roth—$7,218,600; Mr. Franco—$2,187,500; Mr. Chera—$698,200; Mr. Langer—$1,758,300; and Mr. Weiss—$2,027,200. For 2023, 2022, and 2021, the Grant Date Fair Value of time-based restricted unit, and LTPP or OPP awards were as follows:

  30. Summary Compensation Table

    | | Year | Restricted Unit Awards Other than Awards in Lieu of Salary/Cash Bonus ($) | LTPP/OPP Awards ($) | | Steven Roth | 2023 | 9,510,629 | 3,390,183 | | | 2022 | 3,253,265 | 4,033,114 | | | 2021 | 3,753,970 | 4,119,255 | | Michael J. Franco | 2023 | 5,604,252 | 1,057,574 | | | 2022 | 964,609 | 1,152,534 | | | 2021 | 907,517 | 1,021,696 | | Haim Chera | 2023 | 2,669,190 | 337,546 | | | 2022 | 309,259 | 368,344 | | | 2021 | 318,515 | 300,000 | | Barry S. Langer | 2023 | 4,347,500 | 850,082 | | | 2022 | 772,479 | 926,777 | | | 2021 | 131,134 | 913,800 | | Glen J. Weiss | 2023 | 4,477,518 | 980,092 | | | 2022 | 889,609 | 1,069,365 | | | 2021 | 365,394 | 913,800 |

  31. Summary Compensation Table

    (4) Represents Performance AO LTIP units awarded in June 2023. See All Other Compensation table for additional information.

  32. Summary Compensation Table

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  33. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table lists all grants of plan-based awards to the Named Executive Officers made in 2023 and their Grant Date Fair Value.

  34. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | | Performance AO LTIP Unite Awards(2) | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options(3) | Exercise or Base Price of Option Award | Grant Date Fair Value of All Other Stock Awards ($)(4) | | Steven Roth | 1/11/2023 | 79,993 | 159,987 | 319,973 | 181,393 | | | 3,390,004 | | | 6/29/2023 | | | | 437,500 | 2,625,000 | $16.87 | 6,120,625 | | Michael J. Franco | 1/11/2023 | 24,241 | 48,483 | 96,964 | 56,585 | | | 1,057,502 | | | 6/29/2023 | | | | 325,000 | 1,950,000 | $16.87 | 4,546,750 | | Haim Chera | 1/11/2023 | 7,737 | 15,475 | 30,949 | 18,060 | | | 337,518 | | | 6/29/2023 | | | | 166,667 | 1,000,000 | $16.87 | 2,331,671 | | Barry S. Langer | 1/11/2023 | 19,484 | 38,969 | 77,940 | 45,482 | | | 850,001 | | | 6/29/2023 | | | | 250,000 | 1,500,000 | $16.87 | 3,497,500 | | Glen J. Weiss | 1/11/2023 | 22,464 | 44,929 | 89,859 | 52,439 | | | 980,018 | | | 6/29/2023 | | | | 250,000 | 1,500,000 | $16.87 | 3,497,500 |

  35. Grants of Plan-Based Awards in 2023

    (1) Amounts reflect 2023 LTPP awards granted under the 2019 Omnibus Plan. The awards of LTPP Units, if earned, vest 50% in the third year and 50% in the fourth year from the date of grant. (2) Amounts reflect restricted units that were granted under the 2019 Omnibus Plan, with respect to awards granted in January 2023, and the 2023 Omnibus Plan, with respect to awards granted in June 2023. Restricted units are a separate class of units in Vornado Realty L.P. which will be convertible into Class A common units of Vornado Realty L.P. and will be ultimately redeemable by the Named Executive Officers for, at our option, cash or our Shares on a one-for-one basis. The restricted units granted in January 2023 vest ratably over four years, unless the recipient is eligible for retirement, in which case the units vest upon retirement. The restricted units granted in June 2023 vest in two equal installments on the 3rd and 4th anniversaries of the date of grant. (3) Amounts reflect Performance AO LTIP Units granted under the 2023 Omnibus Plan. The awards of Performance AO LTIP Units vest 20% on the third anniversary and 80% on the fourth anniversary of the grant date subject to the following performance conditions. No Performance AO LTIP Units are earned if the Applicable Price (defined below) is less than $21.0875 per share (a 25% increase above the Grant Date Share price). At an Applicable Price of $21.0875 per share, 33% of the Performance AO LTIP Units are earned. At an Applicable Price of $25.3050 per share (a 50% increase above the Grant Date Share price), 67% of the Performance AO LTIP Units are earned. At an Applicable Price of $29.5225 per share (a 75% increase above the Grant Date share price), 100% of the Performance AO LTIP Units are earned. Linear interpolation applies for Applicable Prices between $21.0875 and $25,3050 and between $25.3050 and $29.5225. “Applicable Price” means the highest average consecutive 20-trading day closing Share price during the period commencing on the draft date and ending on the earlier of (i) the date on which the Performance AO LTIP Units are converted or (ii) the ten-year anniversary of the grant date. The amounts presented in this column represent the full grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted to the Named Executive Officers in 2023. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The Grant Date Fair Value, including the impact of estimated forfeitures related to service-based vesting conditions, is the amount we would expense in our consolidated financial statements over the award’s vesting schedule. For additional information on our value assumptions, refer to footnote 12 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC.

  36. Grants of Plan-Based Awards in 2023

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  37. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following tables summarize the number and value of equity awards held at December 31, 2023 and the aggregate option exercises in 2023 by, and restricted unit awards that vested in 2023 for, the Named Executive Officers. Pursuant to the terms of our Omnibus Plans, the exercise price and number of Shares underlying options originally made at any date of grant may be adjusted to compensate the holder for special or extraordinary dividends that may be subsequently declared. The following tables reflect such adjustments.

  38. Outstanding Equity Awards at Year-End

    | Name and Applicable Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Steven Roth | | | | | | | | | | 6/29/23(1) | | 2,625,000 | 16.87 | 6/29/2033 | 437,500 | 12,359,375 | | | | 1/11/23(1) | | | | | 181,393 | 5,124,352 | 319,973(3) | 9,039,237 | | 1/12/22(1) | | | | | 58,494 | 1,652,456 | 199,557(4) | 5,637,485 | | 1/12/21(1) | | | | | 57,096 | 1,612,962 | 507,588(5) | 14,339,361 | | 3/30/20(2) | | | | | 32,726 | 924,510 | | | | Michael J. Franco | | | | | | | | | | 6/29/23(1) | | 1,950,000 | 16.87 | 6/29/2033 | 325,000 | 9,181,250 | | | | 1/11/23(1) | | | | | 56,585 | 1,598,526 | 96,964(3) | 2,739,233 | | 1/12/22(1) | | | | | 17,344 | 489,968 | 53,769(4) | 1,518,974 | | 1/12/21(1) | | | | | 13,803 | 389,935 | 125,897(5) | 3,556,590 | | 3/30/20(2) | | | | | 10,227 | 288,913 | | | | Haim Chera | | | | | | | | | | 6/29/23(1) | | 1,000,000 | 16.87 | 6/29/2033 | 166,667 | 4,708,343 | | | | 1/11/23(1) | | | | | 18,060 | 510,195 | 30,949(3) | 874,309 | | 1/12/22(1) | | | | | 5,561 | 157,098 | 17,184(4) | 485,448 | | 1/12/21(1) | | | | | 4,845 | 136,871 | 36,967(5) | 1,044,318 | | 3/30/20(2) | | | | | 3,405 | 96,191 | | | | Barry S. Langer | | | | | | | | | | 6/29/23(1) | | 1,500,000 | 16.87 | 6/29/2033 | 250,000 | 7,062,500 | | | | 1/11/23(1) | | | | | 45,482 | 1,284,867 | 77,939(3) | 2,201,777 | | 1/12/22(1) | | | | | 13,890 | 392,393 | 43,237(4) | 1,221,445 | | 1/12/21(1) | | | | | 1,995 | 56,359 | 112,601(5) | 3,180,978 | | 3/30/20(2) | | | | | 2,043 | 57,715 | | | | Glen J. Weiss | | | | | | | | | | 6/29/23(1) | | 1,500,000 | 16.87 | 6/29/2033 | 250,000 | 7,062,500 | | | | 1/11/23(1) | | | | | 52,439 | 1,481,402 | 89,858(3) | 2,538,489 | | 1/12/22(1) | | | | | 15,996 | 451,887 | 49,889(4) | 1,409,364 | | 1/12/21(1) | | | | | 5,557 | 156,985 | 112,601(5) | 3,180,978 | | 3/30/20(2) | | | | | 3,745 | 105,796 | | |

  39. Outstanding Equity Awards at Year-End

    (1) The awards under the column entitled “Number of Securities Underlying Unexercised Options Exercisable” represent the Performance AO LTIP Units granted in June 2023 which vest 20% on the third anniversary of the grant date and 80% on the fourth anniversary of the grant date, and are also subject to performance conditions. The awards under the column entitled “Number of Shares or Units That Have Not Vested” vest ratably over four years except for the awards granted on June 29, 2023 under this column which vest 50% on the third anniversary and 50% on the fourth anniversary of the date of grant. The awards under the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” are awards of OPP and LTPP Units. LTPP and OPP Units awarded in 2023, 2022 and 2021, respectively, do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming units for Shares are also met. As of December 31, 2023, the applicable performance periods have not yet been completed. In accordance with applicable SEC rules, the values presented in the table for these OPP and LTPP Units are calculated based on our year-end Share price as if the performance, converting and redemption conditions for these units had been met as of that date. This award vested in full on March 30, 2024.

  40. Outstanding Equity Awards at Year-End

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  41. Outstanding Equity Awards at Year-End

    (3) Comprised of the following LTPP Units:

  42. Outstanding Equity Awards at Year-End

    | Name | 2023 Earned Operational Performance Based LTPP Units(a) | 2023 Operational Performance Based LTPP Units(b) | 2023 Forfeited Operational Performance Based LTPP Units(c) | 2023 Relative Dow Jones Index LTPP Units(d) | 2023 Relative Northeast Peer Index LTPP Units(e) | | Steven Roth | 107,908 | 46,246 | 5,833 | 79,993 | 79,993 | | Michael J. Franco | 32,700 | 14,014 | 1,768 | 24,241 | 24,241 | | Haim Chera | 10,438 | 4,473 | 564 | 7,737 | 7,737 | | Barry S. Langer | 26,284 | 11,264 | 1,421 | 19,485 | 19,485 | | Glen J. Weiss | 30,303 | 12,987 | 1,638 | 22,465 | 22,465 |

  43. Outstanding Equity Awards at Year-End

    (a) Represents the number of LTPP units that were earned in 2024 for 2023 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2025. The units will vest 50% on each of January 11, 2026 and January 11, 2027. (b) Represents the number of LTPP units that are outstanding for 2023 operational performance and are subject to forfeiture based on our absolute TSR performance over the three-year period ending December 31, 2025. If earned, the units will vest 50% on each of January 11, 2026 and January 11, 2027. (c) Represents the number of LTPP units that were forfeited in 2024 based on our actual 2023 operational performance. (d) Represents the number of LTPP units that are outstanding and may be earned based on our TSR performance relative to the constituents of the Dow Jones U.S. Real Estate Office Index, as modified by our absolute TSR performance, over the three-year period ending December 31, 2025. (e) Represents the number of LTPP units that are outstanding and may be earned based on our TSR performance relative to the constituents of the Northeast Peer Group Index, as modified by our absolute TSR performance, over the three-year period ending December 31, 2025. (4) Comprised of the following LTPP Units:

  44. Outstanding Equity Awards at Year-End

    | Name | 2022 Earned Operational Performance Based LTPP Units(f) | 2022 Operational Performance Based LTPP Units(g) | 2022 Forfeited Operational Performance Based LTPP Units(h) | 2022 Relative Dow Jones Index LTPP Units(i) | 2022 Relative Northeast Peer Index LTPP Units(j) | | Steven Roth | 37,880 | 16,234 | 45,665 | 49,889 | 49,889 | | Michael J. Franco | 10,207 | 4,374 | 12,304 | 13,442 | 13,442 | | Haim Chera | 3,262 | 1,398 | 3,932 | 4,296 | 4,296 | | Barry S. Langer | 8,207 | 3,517 | 9,894 | 10,809 | 10,809 | | Glen J. Weiss | 9,470 | 4,059 | 11,416 | 12,472 | 12,472 |

  45. Outstanding Equity Awards at Year-End

    (f) Represents the number of LTPP units that were earned in 2023 for 2022 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2024. The units will vest 50% on each of January 12, 2025 and January 12, 2026. (g) Represents the number of LTPP units that are outstanding for 2022 operational performance and are subject to forfeiture based on our absolute TSR performance over the three-year period ending December 31, 2024. If earned, the units will vest 50% on each of January 12, 2025 and January 12, 2026. (h) Represents the number of LTPP units that were forfeited in 2023 based on our actual 2022 operational performance. (i) Represents the number of LTPP units that are outstanding and may be earned based on our TSR performance relative to the constituents of the Dow Jones U.S. Real Estate Office Index, as modified by our absolute TSR performance, over the three-year period ending December 31, 2024. (j) Represents the number of LTPP units that are outstanding and may be earned based on our TSR performance relative to the constituents of the Northeast Peer Group Index, as modified by our absolute TSR performance, over the three-year period ending December 31, 2024. Comprised of OPP Units that are earned over a four-year period based on TSR performance on both an absolute and relative basis. If earned, the units will vest 50% on each of January 12, 2025 and January 12, 2026.

  46. Outstanding Equity Awards at Year-End

    | VORNADO REALTY TRUST | 59 |

  47. Aggregate Option Exercises in 2023 and Units Vested

    Aggregate Option Exercises in 2023 and Units Vested

  48. Aggregate Option Exercises in 2023 and Units Vested

    | | Option Awards | | Unit Awards | | | Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Units Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1)(2) | | Steven Roth | — | — | 99,409 | 1,931,459 | | Michael J. Franco | — | — | 109,000 | 1,863,201 | | Haim Chera | — | — | 157,922 | 2,507,736 | | Barry S. Langer | — | — | 82,190 | 1,329,678 | | Glen J. Weiss | — | — | 86,958 | 1,421,472 |

  49. Aggregate Option Exercises in 2023 and Units Vested

    (1) Unit Awards consist of awards of restricted units. (2) Values realized on vesting are based on the average of the high and low price of our Shares on the date of vesting.

  50. Severance and Change of Control Arrangements

    | Steven Roth (amounts in dollars) | | | | | | | | Payments on Termination | Voluntary Termination on Retirement(1) | Involuntary For-Cause Termination | Involuntary Not-For Cause Termination / Good Reason Termination | Voluntary Termination Following a Change of Control(2) | Death | Disability | | Bonus | — | — | — | — | — | — | | Severance(3) | — | — | 4,206,731 | — | — | — | | Unvested Options(4) | 17,718,467 | — | 17,718,467 | 17,718,467 | 17,718,467 | 17,718,467 | | Unvested Restricted Units | 13,932,160 | — | 13,932,160 | 13,932,160 | 13,932,160 | 13,932,160 | | Unvested OPP Units(5) | — | — | — | — | — | — | | Unvested LTPP Units(6) | 12,079,389 | — | 12,079,389 | 12,079,389 | 12,079,389 | 12,079,389 | | Benefits Continuation | — | — | — | — | — | — | | Accrued Vacation | — | — | — | — | — | — | | Total | 43,730,016 | — | 47,936,747 | 43,730,016 | 43,730,016 | 43,730,016 |

  51. Severance and Change of Control Arrangements

    | Michael J. Franco (amounts in dollars) | | | | | | | | Payments on Termination | Voluntary Termination on Retirement(1) | Involuntary For-Cause Termination | Involuntary Not-For Cause Termination / Good Reason Termination | Voluntary Termination Following a Change of Control(2) | Death | Disability | | Bonus | — | — | — | — | — | — | | Severance | — | — | 2,500,000 | — | — | — | | Unvested Options(4) | — | — | 13,162,290 | 13,162,290 | 13,162,290 | 13,162,290 | | Unvested Restricted Units | — | — | 6,197,768 | 6,197,768 | 6,197,768 | 6,197,768 | | Unvested OPP Units(5) | — | — | — | — | — | — | | Unvested LTPP Units(6) | — | — | 3,552,186 | 3,552,186 | 3,552,186 | 3,552,186 | | Benefits Continuation | — | — | — | — | — | — | | Accrued Vacation | 161,538 | 161,538 | 161,538 | 161,538 | 161,538 | 161,538 | | Total | 161,538 | 161,538 | 25,573,781 | 23,073,781 | 23,073,781 | 23,073,781 |

  52. Severance and Change of Control Arrangements

    | Haim Chera (amounts in dollars) | | | | | | | | Payments on Termination | Voluntary Termination on Retirement(1) | Involuntary For-Cause Termination | Involuntary Not-For Cause Termination / Good Reason Termination | Voluntary Termination Following a Change of Control(2) | Death | Disability | | Bonus | — | — | — | — | — | — | | Severance | — | — | 5,000,000 | — | — | — | | Unvested Options(4) | — | — | 6,749,892 | 6,749,892 | 6,749,892 | 6,749,892 | | Unvested Restricted Units | — | — | 2,659,552 | 2,659,552 | 2,659,552 | 2,659,552 | | Unvested OPP Units(5) | — | — | — | — | — | — | | Unvested LTPP Units(6) | — | — | 1,134,287 | 1,134,287 | 1,134,287 | 1,134,287 | | Benefits Continuation(7) | — | — | 1,867 | 1,867 | — | — | | Accrued Vacation | — | — | — | — | — | — | | Total | — | — | 15,545,599 | 10,545,599 | 10,543,731 | 10,543,731 |

  53. Severance and Change of Control Arrangements

    | Barry S. Langer (amounts in dollars) | | | | | | | | Payments on Termination | Voluntary Termination on Retirement(1) | Involuntary For-Cause Termination | Involuntary Not-For Cause Termination / Good Reason Termination | Voluntary Termination Following a Change of Control(2) | Death | Disability | | Bonus | — | — | — | — | — | — | | Severance | — | — | 5,000,000 | — | — | — | | Unvested Options(4) | — | — | 10,124,838 | 10,124,838 | 10,124,838 | 10,124,838 | | Unvested Restricted Units | — | — | 4,430,122 | 4,430,122 | 4,430,122 | 4,430,122 | | Unvested OPP Units(5) | — | — | — | — | — | — | | Unvested LTPP Units(6) | — | — | 2,855,283 | 2,855,283 | 2,855,283 | 2,855,283 | | Benefits Continuation(7) | — | — | 27,393 | 27,393 | — | — | | Accrued Vacation | 130,769 | 130,769 | 130,769 | 130,769 | 130,769 | 130,769 | | Total | 130,769 | 130,769 | 22,568,405 | 17,568,405 | 17,541,012 | 17,541,012 |

  54. Severance and Change of Control Arrangements

    | Glen J. Weiss (amounts in dollars) | | | | | | | | Payments on Termination | Voluntary Termination on Retirement(1) | Involuntary For-Cause Termination | Involuntary Not-For Cause Termination / Good Reason Termination | Voluntary Termination Following a Change of Control(2) | Death | Disability | | Bonus | — | — | — | — | — | — | | Severance | — | — | 5,000,000 | — | — | — | | Unvested Options(4) | — | — | 10,124,838 | 10,124,838 | 10,124,838 | 10,124,838 | | Unvested Restricted Units | — | — | 4,834,860 | 4,834,860 | 4,834,860 | 4,834,860 | | Unvested OPP Units(5) | — | — | — | — | — | — | | Unvested LTPP Units(6) | — | — | 3,292,639 | 3,292,639 | 3,292,639 | 3,292,639 | | Benefits Continuation(7) | — | — | 25,095 | 25,095 | — | — | | Accrued Vacation | 30,769 | 30,769 | 30,769 | 30,769 | 30,769 | 30,769 | | Total | 30,769 | 30,769 | 23,308,200 | 18,308,200 | 18,283,105 | 18,283,105 |

  55. Pay Versus Performance Table

    Pay Versus Performance Table The Company’s compensation philosophy is to pay for performance over the long- and short-term taking into consideration a range of factors, including both financial and non-financial performance measures. We align executive and shareholder interests through a compensation program providing a mix of salary, annual cash bonus incentives, and equity compensation, as further described in the “Compensation Discussion and Analysis” section above. As required by SEC rules, the table below shows the following information for the past four fiscal years: (i) “total” compensation for our NEOs for purposes of the “Summary Compensation Table”; (ii) the “Compensation Actually Paid” to named executive officers (calculated using rules required by the SEC); (iii) our total shareholder return (“TSR”); (iv) the TSR of the NAREIT All Equity Index; (v) our net income; and (vi) our FFO as adjusted per share. “Compensation Actually Paid” does not represent the value of cash and equity compensation received by named executive officers during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by SEC rules, “Compensation Actually Paid” amounts below differ from compensation actually received by the individuals above and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  56. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss) ($ Millions) (h) | FFO, as adjusted, per Share (i) | | | | | | | Total Shareholder Return (VNO TSR) ($) (f) | Peer group TSR (NAREIT ALL Equity Index TSR) ($) (g) | | | | 2023 | 26,843,514 | 62,897,417 | 13,923,495 | 30,208,873 | 52 | 112 | 33 | 2.61 | | 2022 | 9,929,707 | (4,862,908) | 4,300,083 | (829,591) | 37 | 101 | (383) | 3.15 | | 2021 | 9,763,351 | 13,365,756 | 3,853,014 | 5,479,626 | 70 | 134 | 208 | 2.86 | | 2020 | 11,047,233 | 2,225,040 | 7,898,162 | 4,063,450 | 60 | 95 | (462) | 2.62 |

  57. Pay Versus Performance Table

    Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Steven Roth, who is also our principal executive officer, or “PEO”, for the respective years shown. Column (c). “Compensation actually paid” to our CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  58. Pay Versus Performance Table

    | VORNADO REALTY TRUST | 67 |

  59. Pay Versus Performance Table

    | Year | 2020 | 2021 | 2022 | 2023 | | CEO | S. Roth | S. Roth | S. Roth | S. Roth | | SCT Total Compensation ($) | 11,047,233 | 9,763,351 | 9,929,707 | 26,843,514 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (10,669,189) | (9,251,060) | (7,908,798) | (21,799,562) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 9,242,062 | 10,661,601 | 3,339,202 | 50,073,881 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (7,815,409) | 1,140,656 | (11,209,625) | 7,461,253 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (400,780) | 484,990 | 413,928 | (116,897) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | (54,741) | — | (36,722) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | 821,123 | 620,959 | 572,678 | 471,950 | | Compensation Actually Paid ($) | 2,225,040 | 13,365,756 | (4,862,908) | 62,897,417 |

  60. Pay Versus Performance Table

    In making the adjustments in the table above, the “value” of a stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K for each fiscal year and the footnotes to the Summary Compensation Table that appears in the proxy statements reporting pay for the fiscal years covered in the table above. Column (d). The following non-CEO named executive officers are included in the average figures shown: 2020: Joseph Macnow, David R. Greenbaum, Michael J. Franco and Glen J. Weiss 2021: Michael J. Franco, Haim Chera, Barry S. Langer and Glen J. Weiss 2022: Michael J. Franco, Haim Chera, Barry S. Langer and Glen J. Weiss 2023: Michael J. Franco, Haim Chera, Barry S. Langer and Glen J. Weiss Column (e). Average “Compensation Actually Paid” to our non-CEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the non-CEO NEOs’ compensation for each fiscal year, please the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  61. Pay Versus Performance Table

    | 68 | VORNADO REALTY TRUST |

  62. Pay Versus Performance Table

    | Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | | SCT Total Compensation ($) | 7,898,162 | 3,853,014 | 4,300,083 | 13,923,495 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (3,599,693) | (1,278,192) | (1,613,244) | (10,123,564) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 2,968,413 | 1,569,816 | 494,457 | 25,282,730 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (2,607,245) | 936,521 | (3,981,631) | 1,435,782 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (931,594) | 36,766 | (355,524) | (480,325) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | (6,486) | — | (7,729) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | 335,407 | 368,187 | 326,268 | 178,484 | | Compensation Actually Paid ($) | 4,063,450 | 5,479,626 | (829,591) | 30,208,873 |

  63. Pay Versus Performance Table

    In making the adjustments in the table above, the “value” of a stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K for each fiscal year and the footnotes to the Summary Compensation Table that appears in the proxy statements reporting pay for the fiscal years covered in the table above. Column (f). For the relevant fiscal year, represents the cumulative TSR of Vornado Realty Trust based on the value of an initial fixed investment of $100 on December 31, 2019 and the reinvestment of all dividends. Column (g). For the relevant fiscal year, represents the cumulative TSR of the NAREIT All Equity Index (“Peer Group TSR”) based on the value of an initial fixed investment of $100 on December 31, 2019 and the reinvestment of all dividends. Column (h). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each fiscal year. Column (i). Company-selected Measure is FFO attributable to common shareholders plus assumed conversions, as adjusted per Share. Relationship between Pay and Performance. In accordance with the requirements of SEC rules, below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2020, 2021, 2022 and 2023 to (1) TSR of both Vornado and the NAREIT All Equity Index, (2) Vornado’s net income and (3) Vornado’s FFO, as adjusted per share.

  64. Pay Versus Performance Table

    | VORNADO REALTY TRUST | 69 |

  65. Pay Versus Performance Table

    | 70 | VORNADO REALTY TRUST |

  66. Pay Versus Performance Table

    (1) “Compensation actually paid” is determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above. Below is an unranked list of the measures we consider most important in linking the compensation actually paid to our NEOs for 2023 with our performance.

  67. Pay Versus Performance Table

    | Measure | Nature | | Absolute TSR (used in LTPP) | Financial measure | | Relative TSR (used in LTPP) | Financial measure | | FFO, as adjusted, per Share (used in 2023 Annual Incentive Plan and LTPP) | Financial measure | | Environmental, Social and Governance progress (used in LTPP) | Non-financial measure |

  68. Pay Versus Performance Table

    | VORNADO REALTY TRUST | 71 |

  69. Pay Ratio Disclosure Rule

    Pay Ratio Disclosure Rule In August 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The Company’s PEO is Mr. Roth. Pursuant to the SEC rules, we determined a “Median Employee” and compared such employee’s total annual compensation to that of Mr. Roth. For purposes of this ratio, we calculated the annual total compensation of each of the Median Employee and Mr. Roth in accordance with the methodology that we use to calculate total compensation for purposes of the Summary Compensation Table. As of December 31, 2023, the Company employed 2,935 persons of which 2,437 persons are employed by BMS, our cleaning and maintenance services business (“BMS Employees”). The applicable information is set forth below:

  70. Pay Ratio Disclosure Rule

    | Median Employee total annual compensation | $81,469 | | Median Employee (excluding BMS Employees) total annual compensation | $205,547 | | Mr. Roth (“PEO”) total annual compensation | $26,843,514 | | Ratio of PEO to Median Employee Compensation | 330:1 | | Ratio of PEO to Median Employee Compensation (excluding BMS Employees) | 131:1 |

  71. Pay Ratio Disclosure Rule

    In determining the median employee, we prepared a listing of all employees as of December 31, 2023. Employees on leave of absence or persons on furlough as of December 31, 2023 were excluded from the list and wages and salaries were annualized for those permanent employees who were not employed for the full year of 2023. The median employee was selected from the annualized list.

  72. Pay Ratio Disclosure Rule

    | 72 | VORNADO REALTY TRUST |

  73. COMPENSATION OF TRUSTEES

    | Name | Fees Earned or Paid in Cash ($) | Share/Unit Awards ($)(1) | Other Compensation($) | Total ($) | | Candace K. Beinecke | 180,000 | 137,553 | — | 317,553 | | Michael D. Fascitelli | 75,000 | 137,553 | 209,151(2) | 421,704 | | Beatrice Hamza Bassey | 105,000 | 137,553 | — | 242,553 | | William W. Helman IV | 85,000 | 137,553 | — | 222,553 | | David M. Mandelbaum | 75,000 | 137,553 | — | 212,553 | | Mandakini Puri | 130,000 | 137,553 | — | 267,553 | | Daniel R. Tisch | 130,000 | 137,553 | — | 267,553 | | Raymond J. McGuire | 79,465 | 137,553 | — | 217,018 | | Russell B. Wight, Jr. | 75,000 | 137,553 | — | 212,553 |