DEF 14A of Vornado Realty Trust
Filed Apr 7, 2026 · FY20250001104659-26-040386
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 policy applies to Trustees and executive officers and prohibits (i) hedging ownership in Shares, including by trading in options, puts, calls, or other derivative instruments related to Shares and (ii) pledging Shares, in each case without the prior written consent of the Corporate Governance and Nominating Committee ✓ 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)
Approach of this Compensation Discussion and Analysis
• Haim Chera, Executive Vice President—Head of Retail; • Barry S. Langer, Executive Vice President—Development and Co-Head of Real Estate; and • Glen J. Weiss, Executive Vice President—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 “NEOs”. 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 or 2025 to our NEOs. To more accurately present our compensation information in line with how we make decisions about compensation (as described in more detail under “—Comparison of 2023-2025 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 2025, 2024, and 2023. We believe Total Realized Compensation is helpful in evaluating the effectiveness of the pay-for-performance alignment of our compensation program.
Executive Compensation Philosophy
The following graphic summarizes the performance periods and outcomes for our recent performance-based equity grants. The performance hurdles for the OPP awards granted in each of 2015, 2016, 2017, 2018 and 2020 and the Performance AO LTIP awards granted in 2019 did not meet the applicable performance condition and accordingly each of those awards were forfeited in their entirety. Due to the June 2023 Equity Awards (as described below) we did not grant any equity awards to the NEOs in 2024 or 2025. For purposes of the table below, we measured the Company’s absolute and relative performance under the 2023 LTPP as of its final measurement period in January 2026. The “required price to begin earning” set forth below represents the adjusted Share price after reflecting adjustments for the Company’s spin-offs of Urban Edge and JBG Smith in 2015 and 2017, respectively.
2023 LTPP
2023 LTPP Our 2023 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 2026 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, 2023, 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 2026, and taking into account awards in respect of operational performance that were already issued in February 2024, a total of 629,217 LTPP units were earned, excluding the dividend accrual units, representing approximately 98% of the maximum potential 640,900 LTPP units that were eligible to be earned by plan participants.
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 2025): • 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.
Compensation Components
| PAY ELEMENT | COMPENSATION TYPE | OBJECTIVE AND KEY FEATURES | | Performance AO LTIP Units (awarded in June 2023) | Long-Term Variable Incentive At-Risk Equity | Objective: Designed to (1) enhance our pay-for-performance structure by requiring a meaningful and sustained Share price increase before awards have value and (2) motivating and rewarding employees for superior Share price performance. Key Features/Actions: • Enhances pay-for-performance structure and shareholder alignment • Motivates and rewards only in instance of superior Share price performance • Awards only have value if there has been a sustained increase in the Company’s Share price • Vest 20% on 3rd anniversary of grant date and 80% on 4th anniversary of grant date | | Development Fee Pool (allocations made in 2023) | Cash pool based on 40% of actual net development fees received by the Company from third parties | Objective: To incentivize and reward employees for seeking and finding new opportunities to create shareholder value by raising third-party capital for development projects to diversify risk and enhance the Company’s economics, and for retention purposes. Key Features/Actions: • Development Fee Pool only applies to fees paid by joint venture partners or other third parties to the Company but does not apply to wholly-owned Vornado developments or to any amount attributable to Vornado’s share of a payment made by a joint venture • Only provides value to our executives upon the creation of meaningful value to the Company through the receipt of development fees from third parties • No allocations made in 2024 or 2025 |
How 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 NEOs. 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 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 NEOs who, in turn, receive a higher proportion in equity than our other employees. As noted above, as a result of the June 2023 Equity Awards, no equity awards were granted to NEOs in 2025, though we granted equity awards to NEOs in the first quarter of 2026, as described below. 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
How We Determine Executive 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 NEOs. 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 2025 compensation. In addition, FTI Consulting also provided tax, diligence and lease-related services to the Company, which services were approved by management. During 2025, the aggregate fees for such services were approximately $700,000. The Compensation Committee assessed the independence of FTI Consulting in accordance with the NYSE listing standards and concluded that these other services did not present a conflict of interest 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 2025 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 2025 compensation but rather to set an appropriate range of compensation, considering relative size, performance and competitive factors. FTI Consulting reviewed the Company’s 2024 peer group and assessed the industries, geographies, market capitalization, revenues, among other factors, of the peer group relative to the Company and recommended maintaining the same peer group for 2025 as the 2024 peer group.
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. For the first time in over 20 years, we raised our Chief Executive Officer’s base salary to $1,250,000 effective January 1, 2026. In addition, we increased the salaries of our President & Chief Financial Officer and Co-Heads of Real Estate to $1,250,000 effective January 1, 2026. Annual Incentive Awards Our Compensation Committee has established a short-term incentive program for the senior management team that formulaically ties a maximum award pool to achieving a level of FFO, as adjusted, of at least 65% of the prior year, and set a cap for the aggregate pool of bonuses to the NEOs at 1.75% of FFO, as adjusted. The Company believes FFO, as adjusted, is one of the key operating metrics within the REIT industry and a primary driver of long-term TSR performance. We use FFO, as adjusted, as the primary metric for our annual incentive awards rather than total FFO. FFO, as adjusted, excludes certain items that impact the comparability of period-to-period FFO, and thus the Compensation Committee believes it provides a better metric than total FFO for assessing management’s performance. Under our annual compensation program, participants may earn annual cash incentive payments and/or equity awards if and only if FFO, as adjusted, is at least 65% or more of the prior year’s comparable FFO, as adjusted. Moreover, even if the Company does achieve the stipulated FFO, as adjusted, performance requirement, the Compensation Committee retains the right, consistent with best practices, to elect to reduce or make no payments under the program. For 2025, the maximum pool available for annual incentive bonuses to NEOs was $8.8 million (1.75% of FFO, as adjusted) but nevertheless, our Compensation Committee granted a reduced aggregate amount of $8.5 million in annual bonuses to NEOs, equal to 1.68% of FFO, as adjusted. As described in more detail below under “—Current Year Compensation Decisions,” individual award allocations are determined by the Compensation Committee based on an assessment of individual and Company performance. Performance criteria used when determining awards include, among others, the following: • 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, generally in the first quarter of each year for the prior year’s performance. Long-Term Equity Incentives Long-term equity compensation is typically issued under our Omnibus Plans through performance-based awards, such as our LTPP Units (awarded in 2023 and 2022), or Performance AO LTIP Units (awarded in June 2023), and grants of time-based restricted units. Equity awards link compensation directly to the performance of our Share
Peer Group Relative TSR Component (25% of Total Award)(1)
Peer Group Relative TSR Component (25% of Total Award)(1)
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 LTPP Peer Group companies | | Target | 100% | 50th percentile of LTPP Peer Group companies | | Maximum | 200% | 66th percentile or greater of LTPP Peer Group companies |
Peer Group Relative TSR Component (25% of Total Award)(1)
(1) The LTPP Peer Group is comprised of the following companies: BXP, Inc., Brandywine Realty Trust, Cousins Properties Inc., Douglas Emmett Inc., Empire State Realty Trust, Highwoods Properties Inc., JBG Smith, Kilroy Realty Corp., Piedmont Realty Trust and SL Green Realty Corp.
2026 LTPP Grant Amounts
| | Operational Units | | | LTPP Peer Group Relative Units | | | | Executive | Threshold | Target | Maximum | Threshold | Target | Maximum | | Steven Roth | 150,076 | 300,152 | 600,303 | 50,025 | 100,051 | 200,101 | | Michael J. Franco | 44,847 | 89,695 | 179,390 | 14,949 | 29,898 | 59,796 | | Haim Chera | 10,091 | 20,181 | 40,363 | 3,364 | 6,727 | 13,454 | | Barry S. Langer | 44,847 | 89,695 | 179,390 | 14,949 | 29,898 | 59,796 | | Glen J. Weiss | 44,847 | 89,695 | 179,390 | 14,949 | 29,898 | 59,796 |
Post-Vesting Holding Period
Post-Vesting Holding Period If the designated performance objectives are achieved, awards earned under the 2026 LTPP will vest 50% in March 2029 and 50% in March 2030. 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 2026 LTPP 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 2026 LTPP, we carefully selected performance criteria across important financial and TSR goals, demonstrating the emphasis that the Company places on aligning NEOs’ compensation with such priorities. We also included a range of performance periods that, taken together, aim to account for the complexities of operating our business over both the medium-term and the long-term.
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
Comparison of 2023-2025 Total Direct/Realizable Compensation
Comparison of 2023-2025 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.
Total Direct/Realizable Compensation Table
| Name | Year | Salary ($) | Cash Bonus ($)(1) | Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation ($)(2) | Grant Date Fair Value of At-Risk Multi-Year Performance- Based Awards ($)(3) | Other Compensation ($) | Total Direct/ Realizable Compensation ($)(4) | | Steven Roth | 2025 | 1,000,000 | 1,760,067 | — | 8,767,077 | — | 11,527,144 | | | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 2023 | 1,000,000 | 3,700,000 | 6,120,625 | 8,898,750 | — | 19,719,375 | | Michael J. Franco | 2025 | 1,000,000 | 1,753,356 | — | 2,768,551 | — | 5,521,907 | | | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 2023 | 1,000,000 | 2,900,000 | 4,546,750 | 6,610,500 | — | 15,057,250 | | Haim Chera | 2025 | 1,000,000 | 1,500,000 | — | 622,924 | — | 3,122,924 | | | 2024 | 1,000,000 | 1,501,119 | — | — | — | 2,501,119 | | | 2023 | 1,000,000 | 1,500,000 | 2,331,671 | 3,390,000 | — | 8,221,671 | | Barry S. Langer | 2025 | 1,000,000 | 1,750,000 | — | 2,768,551 | — | 5,518,551 | | | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 2023 | 1,000,000 | 2,900,000 | 3,497,500 | 5,085,000 | — | 12,482,500 | | Glen J. Weiss | 2025 | 1,000,000 | 1,750,000 | — | 2,768,551 | — | 5,518,551 | | | 2024 | 1,000,000 | 1,500,000 | — | — | — | 2,500,000 | | | 2023 | 1,000,000 | 2,900,000 | 3,497,500 | 5,085,000 | — | 12,482,500 |
Total Realized Compensation Table
| Name | Year | Salary ($) | Cash Bonus ($)(1) | Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation ($)(2) | Performance Awards (Value Realized) ($)(3) | Total Realized Compensation ($)(4) | Total Direct/ Realizable Compensation ($)(4) | | Steven Roth | 2025 | 1,000,000 | 1,760,067 | — | 14,433,103 | 17,193,170 | 11,527,144 | | | 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 | | Michael J. Franco | 2025 | 1,000,000 | 1,753,356 | — | 3,641,098 | 6,394,454 | 5,521,907 | | | 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 | | Haim Chera | 2025 | 1,000,000 | 1,500,000 | — | 1,089,155 | 3,589,155 | 3,122,924 | | | 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 | | Barry S. Langer | 2025 | 1,000,000 | 1,750,000 | — | 3,186,993 | 5,936,993 | 5,518,551 | | | 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 | | Glen J. Weiss | 2025 | 1,000,000 | 1,750,000 | — | 3,282,373 | 6,032,373 | 5,518,551 | | | 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 |
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. 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).
Current Year Compensation Decisions
Total Compensation of Our CEO (with Equity Determined at Fair Value) For 2025, Mr. Roth’s Total Direct/Realizable compensation was $11,527,144 compared to $2,500,000 in the prior year, a 361.1% increase. The primary reason for this increase relates to the resumption of equity awarded in 2026 for 2025 performance. For 2025, Mr. Roth’s Total Realized Compensation was $17,193,170 compared to $8,980,634 in the prior year, a 91.4% increase. For 2024, Mr. Roth’s Total Direct/Realizable compensation was $2,500,000 compared to $19,719,375 in the prior year, an 87.3% decrease. The primary reason for this decrease is because no equity was awarded in 2024. 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. 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. 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 remained unchanged until 2026, when it was raised to $1,250,000. Equity Compensation of Our CEO Mr. Roth was not granted any equity compensation in calendar year 2025. Basis for Compensation of Other Named Executive Officers For other Named Executive Officers (Messrs. Franco, Chera, Langer and Weiss), salary, annual incentive and long-term equity awards were based on an evaluation of those factors previously described and approved by the Compensation Committee. Among the factors considered, both objectively and subjectively, were the strategic position of the Company, the operating and performance metrics (NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and other factors, including the Company’s sustainability progress. With regard to Mr. Franco, we considered these factors as they apply to our Company as a whole and also considered the Company’s G&A expense management, capital markets and financing activities, acquisitions and dispositions. For Messrs. Langer and Weiss, we also considered the performance of our overall Real Estate operations, including our leasing activity (in the case of Mr. Weiss) and extensive development activities in THE PENN DISTRICT, 350 Park Avenue and 623 Fifth Avenue (in the case of Mr. Langer). For Mr. Chera, we also considered the performance of the Company’s retail assets, for which he is primarily responsible. We also considered these executives’ contributions to the Company’s overall strategic direction. In all cases, these factors were considered as a whole and no numerical weight was attributed to any particular factor.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non- Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Steven Roth Chairman and Chief Executive Officer (Principal Executive Officer) | 2025 | 1,000,000 | 1,760,067 | — | — | — | — | 375,561 | 3,135,628 | | | 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 | | Michael J. Franco President and Chief Financial Officer (Principal Financial Officer) | 2025 | 1,000,000 | 1,753,356 | — | — | — | — | 48,626 | 2,801,982 | | | 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 | | Haim Chera Executive Vice President— Head of Retail Leasing | 2025 | 1,000,000 | 1,500,000 | — | — | — | — | 182,884 | 2,682,884 | | | 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 | | Barry S. Langer Executive Vice President— Development, Co-Head of Real Estate | 2025 | 1,000,000 | 1,750,000 | — | — | — | — | 25,894 | 2,775,894 | | | 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 | | Glen J. Weiss Executive Vice President—Office Leasing, Co-Head of Real Estate | 2025 | 1,000,000 | 1,750,000 | — | — | — | — | 360,596 | 3,110,596 | | | 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 |
2025 Summary Compensation Table
(1) 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 2025 amounts for each of Messrs. Roth and Franco includes a payment for long-term service with the Company of $10,067 and $3,356 respectively, and the 2024 amount for Mr. Chera includes a payment for long-term service with the Company of $1,119. These payments are made 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 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 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. As required by SEC rules, the amounts presented in this column 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—$2,027,200. For 2025, 2024, and 2023, the Grant Date Fair Value of time-based restricted unit and LTPP awards were as follows:
2025 Summary Compensation Table
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2025 Summary Compensation Table
| | Year | Restricted Unit Awards ($) | LTPP Awards ($) | | Steven Roth | 2025 | — | — | | | 2024 | — | — | | | 2023 | 9,510,629 | 3,390,183 | | Michael J. Franco | 2025 | — | — | | | 2024 | — | — | | | 2023 | 5,604,252 | 1,057,574 | | Haim Chera | 2025 | — | — | | | 2024 | — | — | | | 2023 | 2,669,190 | 337,546 | | Barry S. Langer | 2025 | — | — | | | 2024 | — | — | | | 2023 | 4,347,500 | 850,082 | | Glen J. Weiss | 2025 | — | — | | | 2024 | — | — | | | 2023 | 4,477,518 | 980,092 |
2025 Summary Compensation Table
(3) Represents Performance AO LTIP units awarded in June 2023. (4) See All Other Compensation table for additional information.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table lists all grants of plan-based awards to the Named Executive Officers made in 2025 and their Grant Date Fair Value.
Grants of Plan-Based Awards in 2025
| | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Award ($/Sh) | Grant Date Fair Value of All Other Stock Awards ($) | | Steven Roth | N/A | — | — | — | — | — | — | — | | Michael J. Franco | N/A | — | — | — | — | — | — | — | | Haim Chera | N/A | — | — | — | — | — | — | — | | Barry S. Langer | N/A | — | — | — | — | — | — | — | | Glen J. Weiss | N/A | — | — | — | — | — | — | — |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following tables summarize the number and value of equity awards held on December 31, 2025 and the aggregate option exercises in 2025 by, and restricted unit awards that vested in 2025 for, the Named Executive Officers. Pursuant to the terms of our Omnibus Plans, the exercise price and number of Shares underlying options originally made at any date of grant may be adjusted to compensate the holder for special or extraordinary dividends that may be subsequently declared. The following tables reflect such adjustments.
Outstanding Equity Awards at December 31, 2025
| Name and Applicable Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock 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) | | 2,655,265 | 16.68 | 6/29/2033 | 437,500 | 14,560,000 | | | | 1/11/23(1) | | | | | 90,697 | 3,018,396 | 326,403(2) | 10,862,693 | | 1/12/22(1) | | | | | 19,498 | 648,893 | 63,444(3) | 2,111,416 | | 1/12/21(1) | | | | | | | 173,846(4) | 5,785,595 | | Michael J. Franco | | | | | | | | | | 6/29/23(1) | | 1,972,483 | 16.68 | 6/29/2033 | 325,000 | 10,816,000 | | | | 1/11/23(1) | | | | | 28,293 | 941,591 | 98,912(2) | 3,291,775 | | 1/12/22(1) | | | | | 5,782 | 192,425 | 17,095(3) | 568,922 | | 1/12/21(1) | | | | | | | 43,119(4) | 1,435,000 | | Haim Chera | | | | | | | | | | 6/29/23(1) | | 1,011,530 | 16.68 | 6/29/2033 | 166,667 | 5,546,678 | | | | 1/11/23(1) | | | | | 9,030 | 300,518 | 31,572(2) | 1,050,704 | | 1/12/22(1) | | | | | 1,854 | 61,701 | 5,463(3) | 181,809 | | 1/12/21(1) | | | | | | | 12,661(4) | 421,358 | | Barry S. Langer | | | | | | | | | | 6/29/23(1) | | 1,517,295 | 16.68 | 6/29/2033 | 250,000 | 8,320,000 | | | | 1/11/23(1) | | | | | 22,741 | 756,820 | 79,506(2) | 2,645,961 | | 1/12/22(1) | | | | | 4,630 | 154,086 | 13,746(3) | 457,467 | | 1/12/21(1) | | | | | | | 38,565(4) | 1,283,443 | | Glen J. Weiss | | | | | | | | | | 6/29/23(1) | | 1,517,295 | 16.68 | 6/29/2033 | 250,000 | 8,320,000 | | | | 1/11/23(1) | | | | | 26,220 | 872,602 | 91,664(2) | 3,050,591 | | 1/12/22(1) | | | | | 5,332 | 177,449 | 15,861(3) | 527,854 | | 1/12/21(1) | | | | | | | 38,565(4) | 1,283,443 |
Outstanding Equity Awards at December 31, 2025
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 Other Rights That Have Not Vested” are awards of OPP and LTPP Units. The values of LTPP Units awarded in 2023 have been finalized as of January 11, 2026. In accordance with applicable SEC rules, the values presented in the table for
Outstanding Equity Awards at December 31, 2025
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Outstanding Equity Awards at December 31, 2025
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:
Outstanding Equity Awards at December 31, 2025
| Name | 2023 Operational Performance Based LTPP Units Earned(a) | 2023 Relative Dow Jones Index LTPP Units Earned(b) | 2023 Relative Northeast Peer Index LTPP Units(c) | 2023 LTPP Dividend Units Earned(d) | | Steven Roth | 154,153 | 79,993 | 79,993 | 12,264 | | Michael J. Franco | 46,714 | 24,241 | 24,241 | 3,716 | | Haim Chera | 14,912 | 7,737 | 7,737 | 1,186 | | Barry S. Langer | 37,549 | 19,485 | 19,485 | 2,987 | | Glen J. Weiss | 43,290 | 22,465 | 22,465 | 3,444 |
Outstanding Equity Awards at December 31, 2025
(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, 2025. Fifty percent of the units vested on January 11, 2026 and the remaining units will vest on January 11, 2027. (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 January 11, 2026. Fifty percent of the units vested on January 11, 2026 and the remaining units will vest on January 11, 2027. (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 January 11, 2026. Fifty percent of the units vested on January 11, 2026 and the remaining units will vest on January 11, 2027. (d) Represents the number of LTPP units that were earned based on dividends paid over the three-year period ending January 11, 2026. Fifty percent of the units vested on January 11, 2026 and the remaining units will vest on January 11, 2027. (3) Comprised of the following LTPP Units:
Outstanding Equity Awards at December 31, 2025
| | 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 |
Outstanding Equity Awards at December 31, 2025
(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 each of January 12, 2025 and 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 January 12, 2025. The units vested 50% on each of January 12, 2025 and 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 January 12, 2025. The units vested 50% on each of January 12, 2025 and January 12, 2026. (d) Represents the number of LTPP units that were earned based on dividends paid over the three-year period ending January 12, 2025. The units vested 50% on each of January 12, 2025 and January 12, 2026. (4) Comprised of the following OPP Units:
Outstanding Equity Awards at December 31, 2025
| | 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 |
Outstanding Equity Awards at December 31, 2025
(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 each of January 12, 2025 and January 12, 2026. Represents the number of OPP units that were earned based on dividends paid throughout the four-year period ending January 12, 2025. The units vested 50% on each of January 12, 2025 and January 12, 2026.
Outstanding Equity Awards at December 31, 2025
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Aggregate Option Exercises in 2025 and Units Vested
Aggregate Option Exercises in 2025 and Units Vested
Aggregate Option Exercises in 2025 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 | — | — | 330,684 | 12,562,481 | | Michael J. Franco | — | — | 87,042 | 3,307,581 | | Haim Chera | — | — | 26,915 | 1,022,966 | | Barry S. Langer | — | — | 69,310 | 2,632,001 | | Glen J. Weiss | — | — | 75,647 | 2,873,725 |
Aggregate Option Exercises in 2025 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.
2025 Non-Qualified Deferred Compensation
2025 Non-Qualified Deferred Compensation The following table summarizes the contributions, earnings, withdrawals and balance for the Named Executive Officers for and at year-end 2025.
2025 Non-Qualified Deferred Compensation
| Name | Type of Deferred Compensation Plan | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings (Loss) in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/25 ($)(3) | | Steven Roth | Deferred Compensation Plans | — | — | — | — | — | | Michael J. Franco | Deferred Compensation Plans | 200,000 | — | 50,856 | — | 482,543 | | Haim Chera | Deferred Compensation Plans | — | — | — | — | — | | Barry S. Langer | Deferred Compensation Plans | — | — | — | — | — | | Glen J. Weiss | Deferred Compensation Plans | — | — | — | — | — |
2025 Non-Qualified Deferred Compensation
(1) This amount represents a portion of Mr. Franco’s cash bonus which is included in the “Bonus” column of the Summary Compensation Table. (2) These amounts are not reported in the “All Other Compensation” column of the Summary Compensation Table. For Mr. Franco, includes amounts that were previously reported in the Summary Compensation Table for years prior to 2025 ($200,000).
2025 Non-Qualified Deferred Compensation
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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) | — | — | 4,618,990 | — | — | — | | Unvested Options(4) | 44,083,506 | — | 44,083,506 | 44,083,506 | 44,083,506 | 44,083,506 | | Unvested Restricted Units | 18,227,290 | — | 18,227,290 | 18,227,290 | 18,227,290 | 18,227,290 | | Unvested OPP Units(5) | 5,785,595 | — | 5,785,595 | 5,785,595 | 5,785,595 | 5,785,595 | | Unvested LTPP Units(6) | 12,974,109 | — | 12,974,109 | 12,974,109 | 12,974,109 | 12,974,109 | | Benefits Continuation | — | — | — | — | — | — | | Accrued Vacation | — | — | — | — | — | — | | Total | 81,070,500 | — | 85,689,490 | 81,070,500 | 81,070,500 | 81,070,500 |
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 | — | — | 2,625,000 | — | — | — | | Unvested Options(4) | — | — | 32,747,755 | 32,747,755 | 32,747,755 | 32,747,755 | | Unvested Restricted Units | — | — | 11,950,016 | 11,950,016 | 11,950,016 | 11,950,016 | | Unvested OPP Units(5) | — | — | 1,435,000 | 1,435,000 | 1,435,000 | 1,435,000 | | Unvested LTPP Units(6) | — | — | 3,860,697 | 3,860,697 | 3,860,697 | 3,860,697 | | Benefits Continuation | — | — | — | — | — | — | | Accrued Vacation | 161,538 | 161,538 | 161,538 | 161,538 | 161,538 | 161,538 | | Total | 161,538 | 161,538 | 52,780,006 | 50,155,006 | 50,155,006 | 50,155,006 |
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) | — | — | 16,793,725 | 16,793,725 | 16,793,725 | 16,793,725 |
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 | — | — | 5,908,897 | 5,908,897 | 5,908,897 | 5,908,897 | | Unvested OPP Units(5) | — | — | 421,358 | 421,358 | 421,358 | 421,358 | | Unvested LTPP Units(6) | — | — | 1,232,513 | 1,232,513 | 1,232,513 | 1,232,513 | | Benefits Continuation(7) | — | — | 1,910 | 1,910 | — | — | | Accrued Vacation | 19,231 | 19,231 | 19,231 | 19,231 | 19,231 | 19,231 | | Total | 19,231 | 19,231 | 29,377,634 | 24,377,634 | 24,375,723 | 24,375,723 |
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 | — | — | 5,250,000 | — | — | — | | Unvested Options(4) | — | — | 25,190,587 | 25,190,587 | 25,190,587 | 25,190,587 | | Unvested Restricted Units | — | — | 9,230,907 | 9,230,907 | 9,230,907 | 9,230,907 | | Unvested OPP Units(5) | — | — | 1,283,443 | 1,283,443 | 1,283,443 | 1,283,443 | | Unvested LTPP Units(6) | — | — | 3,103,428 | 3,103,428 | 3,103,428 | 3,103,428 | | Benefits Continuation(7) | — | — | 54,488 | 54,488 | — | — | | Accrued Vacation | 130,769 | 130,769 | 130,769 | 130,769 | 130,769 | 130,769 | | Total | 130,769 | 130,769 | $44,243,622 | $38,993,622 | $38,939,134 | $38,939,134 |
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 | — | — | 5,250,000 | — | — | — | | Unvested Options(4) | — | — | 25,190,587 | 25,190,587 | 25,190,587 | 25,190,587 | | Unvested Restricted Units | — | — | 9,370,051 | 9,370,051 | 9,370,051 | 9,370,051 | | Unvested OPP Units(5) | — | — | 1,283,443 | 1,283,443 | 1,283,443 | 1,283,443 | | Unvested LTPP Units(6) | — | — | 3,578,445 | 3,578,445 | 3,578,445 | 3,578,445 | | Benefits Continuation(7) | — | — | 64,456 | 64,456 | — | — | | Accrued Vacation | 11,538 | 11,538 | 11,538 | 11,538 | 11,538 | 11,538 | | Total | 11,538 | 11,538 | 44,748,520 | 39,498,520 | 39,434,064 | 39,434,064 |
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 FTSE NAREIT Equity Office Index (our new peer group for purposes of Item 402(v) disclosure); (v) the TSR of the NAREIT All Equity Index (our old peer group for purposes of Item 402(v) disclosure); (vi) our net income; and (vii) 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.
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 $100 Investment Based on: | | Peer Group TSR (NAREIT All Equity Index TSR) ($) (g) | Net Income (loss) ($ Millions) (h) | | | | | | | | Total Shareholder Return (VNO TSR) ($) (f) | Peer Group TSR (FTSE NAREIT Equity Office Index TSR)(1) ($) (g) | | | FFO, as adjusted, per Share ($) (i) | | 2025 | 3,135,628 | (32,241,746) | 2,842,839 | (15,628,415) | 107 | 81 | 127 | 937 | 2.32 | | 2024 | 2,856,837 | 68,404,802 | 2,730,474 | 33,834,751 | 132 | 94 | 124 | 20 | 2.26 | | 2023 | 26,843,514 | 62,897,417 | 13,923,495 | 30,208,873 | 87 | 78 | 118 | 33 | 2.61 | | 2022 | 9,929,707 | (4,862,908) | 4,300,083 | (829,591) | 63 | 76 | 106 | (383) | 3.15 | | 2021 | 9,763,351 | 13,365,756 | 3,853,014 | 5,479,626 | 118 | 122 | 141 | 208 | 2.86 |
Pay Versus Performance Table
(1) For 2025, FTSE NAREIT Equity Office Index TSR is provided to be consistent with our 2025 Form 10-K. Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Steven Roth, who is also our principal executive officer, or “PEO”, for the respective years shown. Column (c). “Compensation actually paid” to our CEO in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
Pay Versus Performance Table
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Pay Versus Performance Table
| Year | 2021 | 2022 | 2023 | 2024 | 2025 | | CEO | S. Roth | S. Roth | S. Roth | S. Roth | S. Roth | | SCT Total Compensation ($) | 9,763,351 | 9,929,707 | 26,843,514 | 2,856,837 | 3,135,628 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (9,251,060) | (7,908,798) | (21,799,562) | — | — | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 10,661,601 | 3,339,202 | 50,073,881 | — | — | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 1,140,656 | (11,209,625) | 7,461,253 | 65,053,289 | (35,191,487) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 484,990 | 413,928 | (116,897) | (87,613) | (846,629) | | 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 ($) | — | — | — | — | — | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | 620,959 | 572,678 | 471,950 | 582,289 | 660,740 | | Compensation Actually Paid ($) | 13,365,756 | (4,862,908) | 62,897,417 | 68,404,802 | (32,241,746) |
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 for each of 2021 through 2025: 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 2025, 2024, 2023, 2022 and 2021 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.
Pay Versus Performance Table
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Pay Versus Performance Table
| Year | 2021 Average | 2022 Average | 2023 Average | 2024 Average | 2025 Average | | Average non-PEO NEOs SCT Total Compensation ($) | 3,853,014 | 4,300,083 | 13,923,495 | 2,730,474 | 2,842,839 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (1,278,192) | (1,613,244) | (10,123,564) | — | — | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,569,816 | 494,457 | 25,282,730 | — | — | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 936,521 | (3,981,631) | 1,435,782 | 30,881,371 | (18,563,741) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 36,766 | (355,524) | (480,325) | (17,642) | (162,877) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (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 | 368,187 | 326,268 | 178,484 | 240,548 | 255,364 | | Compensation Actually Paid ($) | 5,479,626 | (829,591) | 30,208,873 | 33,834,751 | (15,628,415) |
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, 2020 and the reinvestment of all dividends. Column (g). For the relevant fiscal year, represents the cumulative TSR of the FTSE NAREIT Equity Office Index (our new peer group for purposes of Item 402(v) disclosure) and the cumulative TSR of the NAREIT All Equity Index (our old peer group for purposes of Item 402(v) disclosure) based on the value of an initial fixed investment of $100 on December 31, 2020 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.
Pay Versus Performance Table
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Pay Versus Performance Table
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 2021, 2022, 2023, 2024 and 2025 to (1) TSR of Vornado and the FTSE NAREIT Equity Index and the NAREIT All Equity Index, (2) Vornado’s net income (loss) and (3) Vornado’s FFO, as adjusted per share.
Pay Versus Performance Table
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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 2025 with our performance.
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 2025 Annual Incentive Plan and LTPP) | Financial measure |
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, 2025, the Company employed 3,145 persons of which 2,725 persons are employed by BMS, our cleaning and maintenance services business (“BMS Employees”). The applicable information is set forth below:
Pay Ratio Disclosure Rule
| Median Employee total annual compensation | $84,442 | | Median Employee (excluding BMS Employees) total annual compensation | $243,686 | | Mr. Roth PEO total annual compensation | $3,135,628 | | Ratio of PEO to Median Employee Compensation | 37:1 | | Ratio of PEO to Median Employee Compensation (excluding BMS Employees) | 13:1 |
Pay Ratio Disclosure Rule
The CEO pay ratio for 2025 is calculated using the same Median Employee identified with respect to 2023 as there was no change in our employee population or employee compensation arrangements during 2024 or 2025 that we reasonably believe would significantly impact our pay ratio disclosure.
Pay Ratio Disclosure Rule
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COMPENSATION OF TRUSTEES
| Name | Fees Earned or Paid in Cash ($) | Share/Unit Awards ($)(1) | Other Compensation ($) | Total ($) | | Candace K. Beinecke | 180,000 | 171,466 | — | 351,466 | | Michael D. Fascitelli | 75,000 | 171,466 | 217,034(2) | 463,500 | | Beatrice Hamza Bassey | 105,000 | 171,466 | — | 276,466 | | William W. Helman IV | 85,000 | 171,466 | — | 256,466 | | David M. Mandelbaum | 75,000 | 171,466 | — | 246,466 | | Mandakini Puri | 130,000 | 171,466 | — | 301,466 | | Daniel R. Tisch | 130,000 | 171,466 | — | 301,466 | | Raymond J. McGuire | 80,000 | 171,466 | — | 251,466 | | Russell B. Wight, Jr. | 75,000 | 171,466 | — | 246,466 |