DEF 14A of Vornado Realty Trust, Apr 8, 2025

DEF 14A of Vornado Realty Trust

Filed Apr 8, 2025 · FY20240001104659-25-033031

Open on EDGAR

  1. Board and Committee Refreshment

    Board and Committee Refreshment Over the last nine 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, candidates with diverse skills for election to our Board. The following charts summarize the composition of our Board following our recent refreshment: In the past six years, our Board added three new independent Trustees: • Ms. Hamza Bassey joined our Board in 2020. She is currently Advisor to the Board of Directors of Atlas Mara Ltd, and previously served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an African-focused banking group. She has brought to the Board legal, investment, financial and international experience. • Mr. Helman joined our Board in 2019. He is a general partner at Greylock Partners and has brought to the Board 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

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  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 Substantial Performance-Based and At-Risk Components ✓ 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”) and Total Shareholder Return (“TSR”) 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. Approach of this Compensation Discussion and Analysis

    • Barry S. Langer, Executive Vice President—Development and Co-Head of Real Estate; and • Glen J. Weiss, Executive Vice President—Office Leasing and Co-Head of Real Estate. These five individuals comprise our senior management team and are referred to in this Proxy Statement as the “Senior Executives”. Under SEC rules and regulations, the “Summary Compensation Table” must report the salary paid and cash bonus earned during that year. That table also requires all equity-based awards to be reported in the year granted, even if that year is different than the year for which a grant applies. We have historically granted annual incentive equity retrospectively in the first quarter of a new year for the actual performance in the most recently completed year, though due to the June 2023 Equity Awards we did not grant any equity awards in 2024. To more accurately present our compensation information in line with how we make decisions about compensation (as described in more detail under “—Comparison of 2022-2024 Total Direct/Realizable Compensation”), the following discusses both the salary and bonus paid for a year and the equity granted in the following year for that year (if applicable). We also present (under “—Total Realized Compensation Table”), the actual compensation received for 2024, 2023, and 2022. We believe Total Realized Compensation is helpful in evaluating the effectiveness of the pay-for-performance alignment of our compensation program.

  5. 2022 LTPP

    2022 LTPP Our 2022 LTPP provided participants the opportunity to earn equity awards based on operational and relative TSR performance. 50% of the LTPP Units were eligible to be earned based on our relative TSR performance over a three-year period ending in January 2025 and 50% were eligible to be earned based on the achievement of specified operating/sustainability performance measures over a one-year period ending December 31, 2022, in each case with further modifiers based on the Company’s absolute TSR over a three-year period. Upon completion of the final measurement period in January 2025, and taking into account awards in respect of operational performance that were already issued in April 2023, a total of 240,027 LTPP units were earned, representing approximately 64% of the maximum potential 377,494 LTPP units that were eligible to be earned by plan participants.

  6. Compensation Components

    Compensation Components Our Named Executive Officers’ compensation generally has the following four primary components (though, as noted above, no equity awards were granted to NEOs in 2024): • annual base salary, which includes cash payments and/or equity in lieu thereof; • annual incentive award, which includes cash payments and/or equity in lieu thereof; • long-term equity incentive, which includes restricted units and long-term incentive performance awards; and • development fee pool allocations. The overall compensation levels and allocation among these components, excluding any development fee pool allocations, are determined annually by our Compensation Committee considering the Company’s performance during the year and a review of the competitive market for executive talent. Historically, most of the total compensation for our CEO has been in long-term equity awards. These longer-term, equity-based awards reflect the Compensation Committee’s desire to directly align management and shareholder interests and to provide incentives to successfully implement our long-term strategic objectives. The compensation program for our Senior Executives is described in the table below.

  7. Compensation Components

    | PAY ELEMENT | COMPENSATION TYPE | OBJECTIVE AND KEY FEATURES | | Long-Term Performance Plan (awarded in 2023 and 2022) | Long-Term Variable Incentive At-Risk Equity | Objective: To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for earnings growth and progress on sustainability matters as well as for sustained TSR performance based on rigorous operational, absolute and relative hurdles. Key Features/Actions: • Performance-based equity awards that can be earned based on (i) achievement of 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 sustainability 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 | | 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 |

  8. 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. 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 sustainability efforts; contribution to our substantial ongoing development projects; financing and investment activities; capital allocation; and contribution to the Company’s commitment to corporate

  9. How We Determine Executive Compensation

    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. 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. As noted above, no equity awards were granted to NEOs in 2024. 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 2024 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 2024 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 2024 compensation but rather to set an appropriate range of compensation, considering relative size, performance and competitive factors. FTI Consulting reviewed the Company’s 2023 peer group and assessed the industries, geographies, market capitalization, revenues, among other factors, of the peer group relative to the Company and recommended removing a smaller company that was in the 2023 peer group and replacing it with two companies that are more similar in size/property type to the Company.

  10. 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 2024 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 2024, the maximum pool available for annual incentive bonuses to Senior Executives was $8.5 million (1.75% of FFO, as adjusted) but nevertheless, our Compensation Committee granted a reduced aggregate amount of $7.5 million in annual bonuses to Senior Executives, equal to 1.5% 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 sustainability 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. 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

  11. Elements of Our Compensation Program

    grants of time-based restricted units. Equity awards link compensation directly to the performance of our Share price. We believe this encourages our NEOs to make business decisions with an ownership mentality. No equity awards were granted to NEOs in 2024.

  12. 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, (iv) enhanced retention and (v) further aligned the interests of our management with the interests of our shareholders.

  13. June 2023 Equity Awards

    June 2023 Equity Awards Background Factors The June 2023 Equity Awards (as defined below) were driven by macro factors that had a direct impact on our business leading up to the grant date: • Since the onset of the COVID-19 pandemic in early 2020, office REITs, including Vornado, faced major challenges due to the dramatic increase in remote and hybrid work policies. In addition, we 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 were 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, 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 years leading to the grant 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

  14. June 2023 Equity Awards

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  15. June 2023 Equity Awards

    employees to promote retention and further align the award recipients with shareholder returns over the following 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 Equity Awards”). June 2023 Equity Awards Structure •

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

    Over 40% of the June 2023 Equity Awards were granted to employees who are not NEOs • Mix of 2.4 million LTIPs and 14.4 million 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 is required to increase 75% above $16.87, the grant date Share price • 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 Equity Award grants, the Compensation Committee did not grant any equity awards to June 2023 Equity Award recipients in 2024 or 2025. The 2023 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 are redeemable by the holder for cash or, at the Company’s election, Shares of the Company on a one-for-one basis. The 2023 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 2023 LTIPs are entitled to receive the same distributions as paid on the Shares. The 2023 Performance AO LTIP Units are a class of Operating Partnership units and each 2023 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 2023 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).

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

    | 40 | VORNADO REALTY TRUST |

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

    Other Plans:

  19. Comparison of 2022-2024 Total Direct/Realizable Compensation

    Comparison of 2022-2024 Total Direct/Realizable Compensation Each year the “Summary Compensation Table” must report the salary paid during that year, the annual incentive earned for that year and the equity-based, long-term incentive granted during that year, which for us is the long-term incentive award for the prior year’s performance. Because the regular, annual equity we typically award in the first quarter of each year is determined based on performance in the prior year, the SEC’s approach differs from the way we think about pay—salary, annual cash incentive and the Fair Value of equity-based pay—earned for any one year. In order to provide our shareholders with the aggregate amount of compensation potentially earnable for a given calendar year, we are including below a supplemental Total Direct/Realizable Compensation Table. The Total Direct/Realizable Compensation Table consists of (i) the actual salary paid for the year, (ii) the annual incentives awarded for the year and (iii) the Fair Value of equity awarded for service and performance for the year, irrespective of when ultimately granted For 2023, the Total Direct/Realizable Compensation table also includes the June 2023 Equity Awards. The table excludes the value of certain perquisites, which are disclosed in the Summary Compensation Table. We believe this table demonstrates further the ongoing correlation between the executive’s pay and overall Company performance. “Fair Value” is determined in accordance with securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). The principal difference between the Total Direct/Realizable Compensation Table and the Summary Compensation Table is that the Total Direct/Realizable Compensation Table achieves an “apples to apples” presentation of equity awards in the performance year to which such grants relate, rather than in the year in which such grants were made. Other companies may calculate Total Direct/Realizable Compensation differently than we do. The table presented below is not a substitute for, and should be read in conjunction with, the Summary Compensation Table.

  20. Total Direct/Realizable Compensation Table

    | Name | Year | Salary ($)(1) | Cash Bonus ($)(2) | Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation ($)(3) | Grant Date Fair Value of At-Risk Multi-Year Performance- Based Awards ($)(4) | Other Compensation ($) | Total Direct/ Realizable Compensation ($)(5) | | Steven Roth | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 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 | | Michael J. Franco | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 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 | | Haim Chera | 2024 | 1,000,000 | 1,501,119 | — | — | — | 2,501,119 | | | 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 | | Barry S. Langer | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 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 | | Glen J. Weiss | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 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 |

  21. Total Realized Compensation Table

    | Name | Year | Salary ($)(1) | Cash Bonus ($)(2) | Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation ($)(3) | Performance Awards (Value Realized) ($)(4) | Total Realized Compensation ($)(5) | Total Direct/ Realizable Compensation ($)(5) | | Steven Roth | 2024 | 1,000,000 | 1,500,000 | — | 6,480,634 | 8,980,634 | 2,500,000 | | | 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 | | Michael J. Franco | 2024 | 1,000,000 | 1,500,000 | — | 1,963,857 | 4,463,857 | 2,500,000 | | | 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 | | Haim Chera | 2024 | 1,000,000 | 1,501,119 | — | 626,858 | 3,127,977 | 2,501,119 | | | 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 | | Barry S. Langer | 2024 | 1,000,000 | 1,500,000 | — | 1,578,518 | 4,078,518 | 2,500,000 | | | 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 | | Glen J. Weiss | 2024 | 1,000,000 | 1,500,000 | — | 1,819,912 | 4,319,912 | 2,500,000 | | | 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 |

  22. 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, though with respect to 2024 the compensation decisions were made in December 2024 because no equity awards were granted to NEOs in 2024 (or the first quarter of 2025). 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 2024, Mr. Roth’s Total Direct/Realizable compensation was $2,500,000 compared to $19,719,375 in the prior year, a 87.3% decrease. For 2024, Mr. Roth’s Total Realized Compensation was $8,980,634 compared to $12,349,346 in the prior year, a 27.3% decrease.

  23. Current Year Compensation Decisions

    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. 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 sustainability matters, and executing on the redevelopment of THE PENN DISTRICT. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. 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 Mr. Roth did not receive any equity compensation in 2024. 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 Compensation Committee. Among the factors considered, both objectively and subjectively, were the strategic position of the Company, the operating and performance metrics (NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and other factors, including the Company’s sustainability progress. With regard to Mr. Franco, we considered these factors as they apply to our Company as a whole and also considered the Company’s G&A expense management, capital markets and financing activities, acquisitions and dispositions. For Messrs. Langer and Weiss, we also considered the performance of our overall Real Estate operations, including our leasing activity (in the case of Mr. Weiss) and extensive development activities in THE PENN DISTRICT (in the case of Mr. Langer). For Mr. Chera, we also considered the performance of the Company’s retail assets, for which he is primarily responsible. We also considered these executives’ contributions to the Company’s overall strategic direction. In all cases, these factors were considered as a whole and no numerical weight was attributed to any particular factor.

  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 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.

  25. Other Compensation Policies and Practices

    Timing of Equity Grants While our recurring annual equity grants in recent years have not included stock options, AO LTIPs or similar option-like instruments, we maintain the following policy with respect to the timing of equity award grants: • With respect to regular annual equity compensation grants to employees, including NEOs, the grant date for the equity award or option-like instrument is the date that the grant is approved by the Compensation Committee, typically around mid-January • With respect to “off-cycle” equity grants made at different times of the year, including for new hires or other special circumstances, the Compensation Committee generally schedules the grant date to be on a date that is not within a “Blackout Period” under the Company’s Insider Trading Policy Where awards are denominated by value, the number of shares subject to the award (and the exercise price in the case of option-like instruments) is determined based on the trading price of our common shares on the NYSE on the applicable grant date. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. 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 2024 and only a small portion of their compensation may not be deductible due to that limitation.

  26. Summary Compensation Table

    Summary Compensation Table

  27. 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) | 2024 | 1,000,000 | 1,500,000 | — | — | — | — | 356,837 | 2,856,837 | | | 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 | | Michael J. Franco President and Chief Financial Officer (Principal Financial Officer) | 2024 | 1,000,000 | 1,500,000 | — | — | — | — | 48,187 | 2,548,187 | | | 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 | | Haim Chera Executive Vice President— Head of Retail Leasing | 2024 | 1,000,000 | 1,501,119 | — | — | — | — | 498,125 | 2,999,244 | | | 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 | | Barry S. Langer Executive Vice President— Development, Co-Head of Real Estate | 2024 | 1,000,000 | 1,500,000 | — | — | — | — | 25,519 | 2,525,519 | | | 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 | | Glen J. Weiss Executive Vice President—Office Leasing, Co-Head of Real Estate | 2024 | 1,000,000 | 1,500,000 | — | — | — | — | 348,947 | 2,848,947 | | | 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 |

  28. 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, Mr. Roth elected to receive 80% of his cash salary in the form of restricted units with a Grant Date Fair Value of $622,419. (2) The information provided includes cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next year. The 2022 amount for Mr. Weiss includes a payment for long-term service with the Company of $6,129 and the 2024 amount for Mr. Chera includes a payment for long-term service with the Company of $1,119 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 and LTPP Units 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 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 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 awards). Assuming that maximum performance would have been achieved under our 2023 performance-based equity awards, the value at the grant date of 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 2024, 2023, and 2022, the Grant Date Fair Value of time-based restricted unit and LTPP awards were as follows:

  29. Summary Compensation Table

    | VORNADO REALTY TRUST | 49 |

  30. Summary Compensation Table

    | | Year | Restricted Unit Awards Other than Awards in Lieu of Salary/Cash Bonus ($) | LTPP Awards ($) | | Steven Roth | 2024 | — | — | | | 2023 | 9,510,629 | 3,390,183 | | | 2022 | 3,253,265 | 4,033,114 | | Michael J. Franco | 2024 | — | — | | | 2023 | 5,604,252 | 1,057,574 | | | 2022 | 964,609 | 1,152,534 | | Haim Chera | 2024 | — | — | | | 2023 | 2,669,190 | 337,546 | | | 2022 | 309,259 | 368,344 | | Barry S. Langer | 2024 | — | — | | | 2023 | 4,347,500 | 850,082 | | | 2022 | 772,479 | 926,777 | | Glen J. Weiss | 2024 | — | — | | | 2023 | 4,477,518 | 980,092 | | | 2022 | 889,609 | 1,069,365 |

  31. Summary Compensation Table

    (4) Represents Performance AO LTIP units awarded in June 2023. (5) See All Other Compensation table for additional information.

  32. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table lists all grants of plan-based awards to the Named Executive Officers made in 2024 and their Grant Date Fair Value.

  33. Grants of Plan-Based Awards in 2024

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Units (#) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Award | Grant Date Fair Value of All Other Stock Awards ($) | | Steven Roth | N/A | — | — | — | — | — | — | — | | Michael J. Franco | N/A | — | — | — | — | — | — | — | | Haim Chera | N/A | — | — | — | — | — | — | — | | Barry S. Langer | N/A | — | — | — | — | — | — | — | | Glen J. Weiss | N/A | — | — | — | — | — | — | — |

  34. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following tables summarize the number and value of equity awards held on December 31, 2024 and the aggregate option exercises in 2024 by, and restricted unit awards that vested in 2024 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.

  35. 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 | 18,392,500 | | | | 1/11/23(1) | | | | | 136,045 | 5,719,332 | 314,140(2) | 13,206,446 | | 1/12/22(1) | | | | | 38,996 | 1,639,392 | 126,887(3) | 5,334,329 | | 1/12/21(1) | | | | | 28,549 | 1,200,200 | 347,691(4) | 14,616,930 | | Michael J. Franco | | | | | | | | | | 6/29/23(1) | | 1,950,000 | 16.87 | 6/29/2033 | 325,000 | 13,663,000 | | | | 1/11/23(1) | | | | | 42,439 | 1,784,136 | 95,196(2) | 4,002,040 | | 1/12/22(1) | | | | | 11,563 | 486,109 | 34,189(3) | 1,437,306 | | 1/12/21(1) | | | | | 6,902 | 290,160 | 86,237(4) | 3,625,403 | | Haim Chera | | | | | | | | | | 6/29/23(1) | | 1,000,000 | 16.87 | 6/29/2033 | 166,667 | 7,006,681 | | | | 1/11/23(1) | | | | | 13,545 | 569,432 | 30,385(2) | 1,277,385 | | 1/12/22(1) | | | | | 3,707 | 155,842 | 10,926(3) | 459,329 | | 1/12/21(1) | | | | | 2,423 | 101,863 | 25,322(4) | 1,064,537 | | Barry S. Langer | | | | | | | | | | 6/29/23(1) | | 1,500,000 | 16.87 | 6/29/2033 | 250,000 | 10,510,000 | | | | 1/11/23(1) | | | | | 34,112 | 1,434,068 | 76,518(2) | 3,216,817 | | 1/12/22(1) | | | | | 9,260 | 389,290 | 27,492(3) | 1,155,764 | | 1/12/21(1) | | | | | 998 | 41,956 | 77,130(4) | 3,242,545 | | Glen J. Weiss | | | | | | | | | | 6/29/23 (1) | | 1,500,000 | 16.87 | 6/29/2033 | 250,000 | 10,510,000 | | | | 1/11/23(1) | | | | | 39,330 | 1,653,433 | 88,220(2) | 3,708,769 | | 1/12/22(1) | | | | | 10,664 | 448,315 | 31,722(3) | 1,333,593 | | 1/12/21(1) | | | | | 2,779 | 116,829 | 77,130(4) | 3,242,545 |

  36. Outstanding Equity Awards at Year-End

    The awards under the column entitled “Number of Securities Underlying Unexercised Options Unexercisable” 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

  37. Outstanding Equity Awards at Year-End

    | VORNADO REALTY TRUST | 51 |

  38. Outstanding Equity Awards at Year-End

    Other Rights That Have Not Vested” are awards of OPP and LTPP Units. LTPP Units awarded in 2023 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, 2024, the applicable performance period has not yet been completed. LTPP and OPP Units awarded in 2022 and 2021, respectively, have been finalized as of January 12, 2025. 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. (2) Comprised of the following LTPP Units:

  39. Outstanding Equity Awards at Year-End

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

  40. Outstanding Equity Awards at Year-End

    (a) Represents the number of LTPP units that were earned in 2024 for our 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 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. If earned, the units will vest 50% on each of January 11, 2026 and January 11, 2027. (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 Northeast Peer Group Index, as modified by 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. (3) Comprised of the following LTPP Units:

  41. Outstanding Equity Awards at Year-End

    | | 2022 Operational Performance Based LTPP Units Earned(a) | 2022 Relative Dow Jones Index LTPP Units Earned(b) | 2022 Relative Northeast Peer Index LTPP Units Earned(c) | 2022 LTPP Dividend Units Earned(d) | | Steven Roth | 40,891 | 39,780 | 37,649 | 8,567 | | Michael J. Franco | 11,018 | 10,718 | 10,144 | 2,309 | | Haim Chera | 3,521 | 3,426 | 3,242 | 737 | | Barry S. Langer | 8,859 | 8,620 | 8,158 | 1,855 | | Glen J. Weiss | 10,223 | 9,945 | 9,412 | 2,142 |

  42. Outstanding Equity Awards at Year-End

    (a) Represents the number of LTPP units that were earned for our operational performance inclusive of TSR performance over the three-year period ending December 31, 2024. The units vested 50% on January 12, 2025 and the remaining units will vest on January 12, 2026. (b) Represents the number of LTPP units that were 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. The units vested 50% on January 12, 2025 and the remaining units will vest on January 12, 2026. (c) Represents the number of LTPP units that were 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. The units vested 50% on January 12, 2025 and the remaining units will vest on January 12, 2026. (d) Represents the number of LTPP units that were earned based on dividends paid over the three-year period ending December 31, 2024. The units vested 50% on January 12, 2025 and the remaining units will vest on January 12, 2026.

  43. Outstanding Equity Awards at Year-End

    | 52 | VORNADO REALTY TRUST |

  44. Outstanding Equity Awards at Year-End

    (4) Comprised of the following OPP Units:

  45. Outstanding Equity Awards at Year-End

    | | 2021 OPP Units Earned(a) | 2021 OPP Dividend Units Earned(b) | | Steven Roth | 303,352 | 44,339 | | Michael J. Franco | 75,240 | 10,997 | | Haim Chera | 22,093 | 3,229 | | Barry S. Langer | 67,294 | 9,836 | | Glen J. Weiss | 67,294 | 9,836 |

  46. Outstanding Equity Awards at Year-End

    (a) Represents the number of OPP units that were earned based on relative outperformance over the four-year period ending January 12, 2025. The units vested 50% on January 12, 2025 and the remaining units will vest on January 12, 2026. (b) Represents the number of OPP units that were earned based on dividends paid throughout the period. The units vested 50% on January 12, 2025 and the remaining units will vest on January 12, 2026.

  47. Aggregate Option Exercises in 2024 and Units Vested

    Aggregate Option Exercises in 2024 and Units Vested

  48. Aggregate Option Exercises in 2024 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 | — | — | 126,120 | 3,554,345 | | Michael J. Franco | — | — | 37,055 | 1,044,357 | | Haim Chera | — | — | 12,196 | 343,736 | | Barry S. Langer | — | — | 19,040 | 536,286 | | Glen J. Weiss | — | — | 24,964 | 703,255 |

  49. Aggregate Option Exercises in 2024 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) | — | — | 4,302,885 | — | — | — | | Unvested Options(4) | 57,925,479 | — | 57,925,479 | 57,925,479 | 57,925,479 | 57,925,479 | | Unvested Restricted Units | 24,683,855 | — | 24,683,855 | 24,683,855 | 24,683,855 | 24,683,855 | | Unvested OPP Units(5) | 14,616,930 | — | 14,616,930 | 14,616,930 | 14,616,930 | 14,616,930 | | Unvested LTPP Units(6) | 18,880,040 | — | 18,880,040 | 18,880,040 | 18,880,040 | 18,880,040 | | Benefits Continuation | — | — | — | — | — | — | | Accrued Vacation | — | — | — | — | — | — | | Total | 116,106,304 | — | 120,409,189 | 116,106,304 | 116,106,304 | 116,106,304 |

  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) | — | — | 43,030,356 | 43,030,356 | 43,030,356 | 43,030,356 | | Unvested Restricted Units | — | — | 14,538,925 | 14,538,925 | 14,538,925 | 14,538,925 | | Unvested OPP Units(5) | — | — | 3,625,403 | 3,625,403 | 3,625,403 | 3,625,403 | | Unvested LTPP Units(6) | — | — | 5,541,975 | 5,541,975 | 5,541,975 | 5,541,975 | | Benefits Continuation | — | — | — | — | — | — | | Accrued Vacation | 161,538 | 161,538 | 161,538 | 161,538 | 161,538 | 161,538 | | Total | 161,538 | 161,538 | 69,398,197 | 66,898,197 | 66,898,197 | 66,898,197 |

  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) | — | — | 22,066,849 | 22,066,849 | 22,066,849 | 22,066,849 |

  53. 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 | | Unvested Restricted Units | — | — | 6,969,980 | 6,969,980 | 6,969,980 | 6,969,980 | | Unvested OPP Units(5) | — | — | 1,064,537 | 1,064,537 | 1,064,537 | 1,064,537 | | Unvested LTPP Units(6) | — | — | 1,769,677 | 1,769,677 | 1,769,677 | 1,769,677 | | Benefits Continuation(7) | — | — | 1,867 | 1,867 | — | — | | Accrued Vacation | 19,231 | 19,231 | 19,231 | 19,231 | 19,231 | 19,231 | | Total | 19,231 | 19,231 | 36,892,141 | 31,892,141 | 31,890,274 | 31,890,274 |

  54. 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) | — | — | 33,100,274 | 33,100,274 | 33,100,274 | 33,100,274 | | Unvested Restricted Units | — | — | 11,079,561 | 11,079,561 | 11,079,561 | 11,079,561 | | Unvested OPP Units(5) | — | — | 3,242,545 | 3,242,545 | 3,242,545 | 3,242,545 | | Unvested LTPP Units(6) | — | — | 4,454,707 | 4,454,707 | 4,454,707 | 4,454,707 | | Benefits Continuation(7) | — | — | 29,784 | 29,784 | — | — | | Accrued Vacation | 130,769 | 130,769 | 130,769 | 130,769 | 130,769 | 130,769 | | Total | 130,769 | 130,769 | 57,037,640 | 52,037,640 | 52,007,856 | 52,007,856 |

  55. 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) | — | — | 33,100,274 | 33,100,274 | 33,100,274 | 33,100,274 | | Unvested Restricted Units | — | — | 11,432,823 | 11,432,823 | 11,432,823 | 11,432,823 | | Unvested OPP Units(5) | — | — | 3,242,545 | 3,242,545 | 3,242,545 | 3,242,545 | | Unvested LTPP Units(6) | — | — | 5,137,117 | 5,137,117 | 5,137,117 | 5,137,117 | | Benefits Continuation(7) | — | — | 33,885 | 33,885 | — | — | | Accrued Vacation | 30,769 | 30,769 | 30,769 | 30,769 | 30,769 | 30,769 | | Total | 30,769 | 30,769 | 57,977,413 | 52,977,413 | 52,943,528 | 52,943,528 |

  56. 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 five 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 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.

  57. 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) | | | | 2024 | 2,856,837 | 68,404,802 | 2,730,474 | 33,834,751 | 79 | 118 | 20 | 2.26 | | 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 |

  58. 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 2024, 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.

  59. Pay Versus Performance Table

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  60. Pay Versus Performance Table

    | Year | 2020 | 2021 | 2022 | 2023 | 2024 | | CEO | S. Roth | S. Roth | S. Roth | S. Roth | S. Roth | | SCT Total Compensation ($) | 11,047,233 | 9,763,351 | 9,929,707 | 26,843,514 | 2,856,837 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (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 | 65,053,289 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (400,780) | 484,990 | 413,928 | (116,897) | (87,613) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | (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 | 582,289 | | Compensation Actually Paid ($) | 2,225,040 | 13,365,756 | (4,862,908) | 62,897,417 | 68,404,802 |

  61. 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 2024: 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 2024, 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.

  62. Pay Versus Performance Table

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  63. Pay Versus Performance Table

    | Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | 2024 Average | | Average non-PEO NEOs SCT Total Compensation ($) | 7,898,162 | 3,853,014 | 4,300,083 | 13,923,495 | 2,730,474 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (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 | 30,881,371 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (931,594) | 36,766 | (355,524) | (480,325) | (17,642) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | (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 | 240,548 | | Compensation Actually Paid ($) | 4,063,450 | 5,479,626 | (829,591) | 30,208,873 | 33,834,751 |

  64. 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 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, 2023 and 2024 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.

  65. Pay Versus Performance Table

    | 60 | VORNADO REALTY TRUST |

  66. Pay Versus Performance Table

    | VORNADO REALTY TRUST | 61 |

  67. 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 2024 with our performance.

  68. 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 2024 Annual Incentive Plan and LTPP) | Financial measure | | Sustainability progress (used in LTPP) | Non-financial measure |

  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 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, 2024, the Company employed 2,996 persons of which 2,568 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 | $81,968 | | Median Employee (excluding BMS Employees) total annual compensation | $225,066 | | Mr. Roth PEO total annual compensation | $2,856,837 | | Ratio of PEO to Median Employee Compensation | 35:1 | | Ratio of PEO to Median Employee Compensation (excluding BMS Employees) | 13:1 |

  71. Pay Ratio Disclosure Rule

    The CEO pay ratio for 2024 is calculated using the same Median Employee identified with respect to 2023 as there was no change in our employee population or employee compensation arrangements during 2024 that we reasonably believe would significantly impact our pay ratio disclosure.

  72. Pay Ratio Disclosure Rule

    | 62 | 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 | 138,083 | — | 318,083 | | Michael D. Fascitelli | 75,000 | 138,083 | 209,386(2) | 422,469 | | Beatrice Hamza Bassey | 105,000 | 138,083 | — | 243,083 | | William W. Helman IV | 85,000 | 138,083 | — | 223,083 | | David M. Mandelbaum | 75,000 | 138,083 | — | 213,083 | | Mandakini Puri | 130,000 | 138,083 | — | 268,083 | | Daniel R. Tisch | 130,000 | 138,083 | — | 268,083 | | Raymond J. McGuire | 80,000 | 138,083 | — | 218,083 | | Russell B. Wight, Jr. | 75,000 | 138,083 | — | 213,083 |