DEF 14A of Alexanders Inc
Filed Apr 8, 2025 · FY20240001193125-25-075724
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently has seven members. Our Bylaws provide that our directors are divided into three classes, as nearly equal in number as reasonably possible, as determined by the Board. One class of directors is elected at each Annual Meeting to hold office for a term of three years (until the applicable Annual Meeting of Stockholders in that third year) and until their respective successors have been duly elected and qualified. Unless otherwise directed in the proxy, each of the persons named in the attached proxy will vote such proxy for the election of the two nominees listed below as Class I directors. If any nominee at the time of election is unavailable to serve, it is intended that each of the persons named in the proxy will vote for an alternative nominee who will be nominated by the Board. Alternatively, the Board may reduce the size of the Board and the number of nominees. Proxies may be voted only for the nominees named or such alternates. We do not currently anticipate that any nominee for directors will be unable to serve as a director if elected. The Board of Directors recommends that stockholders vote “FOR” approval of the election of the nominees listed below to serve as Class I directors until 2028 and until their respective successors have been duly elected and qualified. Under our Bylaws, the affirmative vote of a plurality of votes cast at the Annual Meeting and entitled to vote for the election of directors, if a quorum is present, is sufficient to elect a director. Proxies marked “withhold authority,” abstentions and broker non-votes will be counted for the purpose of determining the presence of a quorum but will have no effect on the result of the vote. The following table sets forth the nominees (all of whom are presently members of the Board) and other present members of the Board who will continue on the Board following the Annual Meeting, together with a brief biography for each such person and the year in which the person became a director of the Company.
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and, if Applicable, Present Position with the Company | Year Term Will Expire | Year First Appointed or Elected as Director | | Nominees for Election to Serve until the Annual Meeting in 2028 (CLASS I) | | | | | | Steven Roth | 83 | Chief Executive Officer of the Company since March 1995; Chairman of the Board of Directors of the Company since May 2004; Chairman of the Board of Vornado since 1989, its Chief Executive Officer since April 2013 and from 1989 to 2009; a trustee of Vornado since 1979; Managing General Partner of Interstate; a trustee of Urban Edge Properties (a real estate investment trust) from January 2015 to May 2023 | 2028 | 1989 | | Wendy A. Silverstein | 64 | Co-Chief Executive Officer of StacomSilverstein; Founder of Gapview Ventures since January 2023; Co-Founder of Silver Eagle Advisory Group from September 2020 to December 2022; Chief Investment Officer—Real Estate for WeWork Companies, Inc. from August 2018 until September 2019; Chief Executive Officer of New York REIT, Inc. from March 2017 until July 2018; a Director of TPG RE Finance Trust, Inc. (a publicly-traded real estate company) since 2017 and a member of its Audit, Nominating and Corporate Governance and Compensation Committees (Chair); Member of the Board of Directors of New York REIT, Inc. from February 2017 to July 2018; Consultant to Winthrop REIT Advisors LLC from 2016 until March 2017; Executive Vice President and Co-Head of Capital Markets and Acquisitions of Vornado from April 1998 until April 2015; a director of Toys “R” Us, Inc. from 2005 until February 2019 | 2028 | 2015 | | Present Directors Elected to Serve until the Annual Meeting in 2026 (CLASS II) | | | | | | Thomas R. DiBenedetto | 75 | President of Boston International Group, Inc. (an investment management firm) since 1983; President of Junction Investors Ltd. (an investment management firm) since 1992; Chairman of the Board of Jefferson Waterman International (a business intelligence firm) since 1997; Managing Director of Olympic Partners (a real estate investment firm) since 1984 | 2026 | 1984 | | Mandakini Puri | 65 | Independent Consultant and Private investor; a trustee of Vornado since 2016 and Chair of its Audit Committee and a member of its Corporate Governance and Nominating Committee; a trustee of First Eagle Mutual Funds since 2023 and a member of its Audit Committee; a trustee of First Eagle Credit Opportunities Fund since 2023 | 2026 | 2020 | | Russell B. Wight, Jr. | 85 | A general partner of Interstate since 1968; a trustee of Vornado since 1979 | 2026 | 1995 | | Present Directors Elected to Serve until the Annual Meeting in 2027 (CLASS III) | | | | | | David M. Mandelbaum | 89 | A member of the law firm of Mandelbaum & Mandelbaum, P.C. since 1960; a general partner of Interstate since 1968; a trustee of Vornado since 1979 | 2027 | 1995 | | Arthur I. Sonnenblick | 93 | Formerly a Senior Managing Director of Cushman & Wakefield Sonnenblick Goldman (a real estate firm) or a predecessor company from January 1996 to December 2012 | 2027 | 1984 |
PROPOSAL 1: ELECTION OF DIRECTORS
Dr. Richard West resigned from the Board, effective January 1, 2025. We are not aware of any family relationships among any directors or executive officers of the Company or persons nominated or chosen by the Company to become directors or executive officers. For information about other relationships among directors or our executive officers, please see “Certain Relationships and Related Transactions.”
Corporate Governance
Corporate Governance Our Shares are listed for trading with the NYSE and we are subject to the NYSE’s Corporate Governance Standards. However, because more than 50% of our Shares are owned by a “group” consisting of Interstate and Vornado, as well as Interstate’s general partners, the Company is a “controlled” company and therefore, is exempt from some of the NYSE Corporate Governance Standards. In the Company’s case, this means, among other things, that we are not required to have a nominating committee or, even though our Compensation Committee and Board meets these requirements, that we have a fully independent Compensation Committee or that a majority of directors be independent under the NYSE rules. The Board has determined that Messrs. DiBenedetto and Mandelbaum, Mses. Puri and Silverstein and Messrs. Sonnenblick and Wight are independent for the purposes of the NYSE Corporate Governance Standards. Accordingly, six out of seven of our directors are independent. The Board reached this conclusion after considering all applicable relationships between or among such directors and the Company or management of the Company. These relationships are described in the section of this Proxy Statement entitled “Certain Relationships and Related Transactions.” The Board further determined that such directors meet all of the “bright-line” requirements of the NYSE Corporate Governance Standards as well as the categorical standards adopted by the Board in our Corporate Governance Guidelines. As part of its commitment to good corporate governance, the Board of Directors has adopted the following committee charters and policies:
Corporate Governance
| • | Audit Committee Charter |
Corporate Governance
| • | Compensation Committee Charter |
Corporate Governance
| • | Corporate Governance Guidelines |
Corporate Governance
| • | Code of Business Conduct and Ethics |
Corporate Governance
We have made available on our website (www.alx-inc.com/corporate-governance/governance-overview) copies of these charters, guidelines and policies. We will post any future changes to these charters, guidelines or policies to our website and may not otherwise publicly file such changes. Our regular filings with the SEC and our directors’ and executive officers’ filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are also available on our website. In addition, copies of these charters, guidelines and policies are available free of charge from the Company upon written request. Requests should be sent to our investor relations department at our principal executive office. The Code of Business Conduct and Ethics applies to all of our directors, executives and other employees. While the Company does not have a formal policy against hedging, all executives, as executives of Vornado, are subject to the anti-hedging policy of Vornado which covers hedging their ownership in Shares, including by trading in options, puts, calls, or other derivative instruments related to Shares, which also applies to the securities of the Company.
Committees of the Board of Directors
Committees of the Board of Directors The Board has an Audit Committee and a Compensation Committee. The Board does not have a Nominating Committee. The Board held five meetings during 2024. Each director attended at least 75% of the meetings of the Board and all committees on which he or she served during 2024. In addition to full meetings of the Board, non-management, independent directors met five times in sessions without members of management present. During these meetings, the independent directors selected their own presiding member. Executive Committee Until January 1, 2025, the Board had an Executive Committee that possessed all the authority and powers of the Board in the management of the business and affairs of the Company, except those reserved to the Board by the Delaware General Corporation Law. The Executive Committee consisted of three members: Messrs. Roth and Wight and Dr. West. Mr. Roth was the Chairman of the Executive Committee. The Executive Committee did not meet in 2024 and was eliminated as a committee of the Board, effective January 1, 2025. Audit Committee The Audit Committee, which held four meetings during 2024, consisted of four members: Dr. West (as its Chair), Mses. Puri and Silverstein and Mr. DiBenedetto. Effective January 1, 2025, upon Dr. West’s retirement, Ms. Puri was appointed by the Board to serve as Chair of the Audit Committee. The Board has determined that these directors are independent for the purposes of the NYSE Corporate Governance Standards, that they meet the additional requirements of independence for serving on the Audit Committee in accordance with the rules and regulations promulgated by the SEC and that they meet the financial literacy standards of the NYSE. In addition, at all times at least one member of the Audit Committee has met the NYSE standards for financial management expertise. The Board has determined that each of Ms. Puri and Ms. Silverstein is qualified to serve as an “audit committee financial expert,” as defined by SEC Regulation S-K, and thus has at least one such individual serving on its Audit Committee. The Board reached this conclusion based on his or her relevant experience, as described above under “Proposal 1: Election of Directors.” The Audit Committee’s purposes are to: (i) assist the Board in its oversight of (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent registered public accounting firm’s qualifications and independence, and (d) the performance of the independent registered public accounting firm and the Company’s internal audit function; and (ii) prepare an Audit Committee report as required by the SEC for inclusion in the Company’s annual Proxy Statement. The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of each Annual Report on Form 10-K, reviews of our quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q, annually auditing the effectiveness of our internal control over financial reporting, and other procedures. The Board has adopted a written Audit Committee Charter. Persons interested in contacting our Audit Committee members with regard to accounting, auditing or financial concerns will find information on how to do so on our website (www.alx-inc.com). This means of contact should not be used for solicitations or communications with us of a general nature. Compensation Committee The Compensation Committee is responsible for establishing the terms of the compensation of executive officers. During 2024, the Compensation Committee consisted of two independent members, Dr. West, as Chairman, and Mr. DiBenedetto. The Compensation Committee met one time during 2024. Effective January 1, 2025, upon Dr. West’s retirement, Ms. Silverstein was appointed by the Board to serve as Chair of the Compensation Committee. From time to time, the Compensation Committee consults with one or more executive compensation experts. No compensation consultants were engaged by the Compensation Committee or the Company during 2024.
Selection of Directors
Selection of Directors The Board is responsible for selecting the nominees for election to our Board. The members of the Board may, in their discretion, work or otherwise consult with members of management of the Company in selecting nominees. The Board evaluates nominees, including stockholder nominees (see “Advance Notice for Stockholder Nominations and Stockholder Proposals”), by considering, among others, the criteria set out in the Company’s Corporate Governance Guidelines. Our Board believes that our current leadership structure is appropriate. Criteria In considering whether to recommend any candidate for election or re-election as a director, including candidates recommended by stockholders, the Board will apply the criteria set forth in our Corporate Governance Guidelines and considers criteria including:
Selection of Directors
| • | personal abilities and skills; |
Selection of Directors
| • | personal qualities and characteristics, accomplishments and reputation in the business community; |
Selection of Directors
| • | current knowledge and understanding of our industry, other industries relevant to our business and the communities in which we do business; |
Selection of Directors
| • | ability and willingness to commit adequate time to Board and committee matters; |
Selection of Directors
| • | the fit of the individual’s skills with those of other directors in building a Board that is effective and responsive to the needs of the Company; and |
Selection of Directors
| • | diversity of viewpoints and experience. |
Selection of Directors
Accordingly, in consideration with many other factors, the Board selects nominees with a broad diversity of abilities, experience, professions, skills and backgrounds. The Board does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of members of our Board of Directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. We believe our current nominees for the Board of Directors and the other members of our Board collectively have the abilities, skills and experience to create a board that is well-suited to oversee the management of our Company. Each member has the integrity, business judgment and commitment to our Board and our stockholders that comprise essential characteristics for a director of Alexander’s. Our directors also bring to the Board highly developed skills in diverse areas such as finance and investing, accounting, law and the operation of real estate companies and are recognized leaders in their respective fields. In addition, members of the Board have diverse views and experiences that strengthen their ability to guide our Company. All of our directors have extensive experience serving on the boards, and/or being at the most senior management level, of other public or private organizations. More specifically, each of our longer-serving directors has extensive experience in the real estate industry generally, and with Alexander’s specifically, and is skilled in the investment in and operation of real estate or real estate companies. Mses. Puri and Silverstein each has extensive experience in financial and accounting oversight. Messrs. DiBenedetto, Roth and Sonnenblick and Ms. Silverstein each has experience leading other companies. Messrs. DiBenedetto, Mandelbaum, Roth, Sonnenblick and Wight and Ms. Silverstein each has extensive real estate experience. Mr. Mandelbaum has extensive legal experience. Messrs. DiBenedetto and Roth and Mses. Puri and Silverstein each has extensive capital markets experience. Our Board greatly benefits from this robust and diverse set of abilities, skills and experience. For more details concerning the experience of the members of our Board of Directors, please refer to the biographies of the members that are set forth above under “Proposal 1: Election of Directors.”
Overview of Compensation Philosophy and Program
Overview of Compensation Philosophy and Program We are managed by, and our properties are leased and developed by, Vornado, pursuant to agreements, which expire in March of each year, and are automatically renewable. We do not pay cash compensation to any of Vornado’s executive officers for services rendered. In lieu of cash compensation or other benefits and to align their interests with those of our stockholders, our Board has historically determined to compensate our named executive officers for their services to us only with equity-based compensation although we have not made any such awards in several years. As of the date of this Proxy Statement, there are no equity-based awards outstanding under the Alexander’s, Inc. 2016 Omnibus Stock Plan (the “Plan”) that have been granted to our named executive officers (other than Mr. Roth in his capacity as a director). Cash Compensation Neither of our named executive officers receive a salary or bonus or is otherwise compensated by the Company except Mr. Roth in his capacity as a director. Equity Compensation We adopted the Plan in 2016 with the approval of our stockholders. Under the Plan, the Compensation Committee has the authority to grant to members of our management or Board options, restricted shares or units, stock appreciation rights, Deferred Stock Units and other equity-based compensation. In 2024, no equity-based compensation awards were granted to our named executive officers (other than Mr. Roth in his capacity as a director). As of the date of this Proxy Statement, there are no equity-based awards outstanding under the Plan that have been granted to our named executive officers (other than Mr. Roth in his capacity as a director). The Compensation Committee has the authority to approve and grant equity-based awards, including options and stock appreciation rights, but does not grant equity-based awards with any regularity or pursuant to a specific schedule, other than with respect to directors, which grants are generally made on the date of our annual meeting. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of the grant of equity-based awards to directors, including options and stock appreciation rights, and the timing of the release of material nonpublic information is not based on affecting the value of executive compensation To the extent that equity-based awards are granted, grants are effective as of the date of approval by our Compensation Committee at the average of the high and low price of our Shares on the New York Stock Exchange on that date. The Company accounts for all stock-based compensation in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718—Stock Compensation (“FASB ASC Topic 718”). Role of Compensation Consultants From time to time, we and the Compensation Committee consult with one or more executive compensation experts, and consider the compensation levels of other companies in our industry and other industries that compete for the same talent. No compensation consultants were engaged by the Compensation Committee or the Company in 2024. Employment Agreements, Change of Control and Severance Arrangements There are no employment contracts or severance or change of control arrangements with any of our named executive officers. Stock Ownership Guidelines We have not established any policy regarding security ownership by management. In accordance with federal securities law, we prohibit short sales by our officers of our equity securities. Role of Executive Officers in Compensation Decisions Our named executive officers do not play a role in evaluating or determining executive compensation programs or levels. The Compensation Committee makes the final determination of our executive officers’ compensation. Non-binding Advisory Vote and Frequency of Non-binding Advisory Vote on Executive Compensation At our 2023 Annual Meeting of Stockholders, our stockholders (i) voted to hold non-binding advisory votes on executive compensation every three years and (ii) approved our non-binding advisory proposal on executive compensation by the affirmative vote of approximately 87% of the shares cast on the proposal. The Compensation Committee believes that this result affirms our stockholders’ support of the Company’s approach to executive compensation. The Compensation Committee will continue to consider the level of stockholder approval to the Company’s advisory proposal on executive compensation when making future compensation decisions for our executive officers. Stockholders will next vote on executive compensation at the 2026 Annual Meeting of Stockholders. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”) provides that, in general, publicly traded companies may not deduct, in any taxable year, compensation in excess of $1,000,000 paid to such companies’ current and former executive officers (the “covered employees”). Accordingly, generally compensation in excess of $1,000,000 paid to our covered current and former executive officers will not be deductible by us. While we and the Compensation Committee consider the limitations of Section 162(m) to the extent practicable in designing and implementing our compensation programs, the Compensation Committee will exercise its business judgment and continue to maintain flexibility in compensating executive officers in a manner designed to promote the goals of the Company and its stockholders, recognizing that compensation paid under such programs may not be deductible under Section 162(m).
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Equity Awards ($)(1) | All Other Compensation($)(2) | Total ($)(3) | | Steven Roth Chairman, Chief Executive Officer (Principal Executive Officer) | 2024 2023 2022 | — — — | 56,250 56,250 56,250 | 133,167 125,913 118,938 | 189,417 182,163 175,188 | | Gary Hansen Chief Financial Officer (Principal Financial Officer) | 2024 2023 2022 | — — — | — — — | — — — | — — — |
Summary Compensation Table
| (1) The amounts presented in this column represent the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted for service as a member of the Company’s Board of Directors. The grant date fair value is the amount expensed in our consolidated financial statements. These amounts differ from the market value of the awards, which are based on the market price of our Shares on the date of grant, due to restrictions on transferability of the awards. For additional information, refer to footnote 9 of 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. |
Summary Compensation Table
| (2) Amounts in this column reflect the annual retainers paid for service as a member of the Company’s Board of Directors ($75,000) and dividends paid on Deferred Stock Units. See “Compensation of Directors” for further details of this amount. |
Summary Compensation Table
| (3) Fees and dividends paid and awards granted to Mr. Roth are also reflected in the Compensation of Directors table. |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 In 2024 there were no grants of plan-based awards to our Covered Executives, except for awards granted to Mr. Roth in his capacity as a director. On May 23, 2024, each of our directors, including Mr. Roth, was granted 357 Deferred Stock Units. The Deferred Stock Units fully vested on the date of grant and are convertible into Shares on a one-for-one basis; however, the Deferred Stock Units may not be converted into Shares or transferred until the departure of the applicable director from our Board or until a later date selected by the director. Dividends are payable on Deferred Stock Units. The following table lists all grants of plan-based awards to the Covered Executives (in Mr. Roth’s capacity as a director) made in 2024 and their grant date fair value.
Grants of Plan-Based Awards in 2024
| Name | Grant Date | All Other Share/Unit Awards: Number of Deferred Stock Units (#) | Grant Date Fair Value of Awards ($)(1) | | Steven Roth | 5/23/2024 | 357 | 56,250 | | Gary Hansen | — | — | — |
Grants of Plan-Based Awards in 2024
| (1) The amount presented in this column represents the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718). The grant date fair value is the amount expensed in our consolidated financial statements. These amounts differ from the market value of the awards, which are based on the market price of our Shares on the date of grant, due to restrictions on transferability of the awards. For additional information, refer to footnote 9 of 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. |
Outstanding Equity Awards at 2024 Year-End
Outstanding Equity Awards at 2024 Year-End As of December 31, 2024 and as of the date of this Proxy Statement, our Covered Executives had no outstanding equity-based awards that had not vested as of such date. See “Non-Qualified Deferred Compensation” for information on the outstanding vested awards granted to Mr. Roth in his capacity as a director.
Option Exercises and Stock Vested at 2024 Year-End
Option Exercises and Stock Vested at 2024 Year-End During the year ending December 31, 2024, our Covered Executives had no stock options or held any other equity that vested other than Deferred Stock Units awarded to Mr. Roth in his capacity as a director that were fully vested upon grant.
Option Exercises and Stock Vested at 2024 Year-End
| Name | Grant Date | Number of Shares of Stock that have Vested (#) | Aggregate Dollar Value of Shares of Stock that Have Vested ($)(1)(2) | | Steven Roth | 5/23/2024 | 357 | 75,170 | | Gary Hansen | — | — | — |
Option Exercises and Stock Vested at 2024 Year-End
| (1) The entire vested amount has been deferred in the form of Deferred Stock Units as described in this Proxy Statement. |
Option Exercises and Stock Vested at 2024 Year-End
| (2) The value represents the market value of vested Shares on the date of grant. |
Pension Benefits
Pension Benefits As of December 31, 2024 and as of the date of this Proxy Statement, the Company offered no plan that provides for payment of pension benefits to any Covered Executives.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table summarizes the contributions, earnings, withdrawals and balance for the Covered Executives for and as of the year ended December 31, 2024 in their capacity as directors:
Non-Qualified Deferred Compensation
| Name | Type of Deferred Compensation Plan | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings (Loss) in Last Fiscal Year ($) (2) | Aggregate Withdrawals / Distributions | Aggregate Balance at 12/31/24 ($) (3) | | Steven Roth | Deferred Stock Units | 75,170 | (43,124) | — | 719,924 | | Gary Hansen | — | — | — | — | — |
Non-Qualified Deferred Compensation
| (1) Amounts in this column represent the market value of equity awards, on the date of grant that were granted for service as a member of the Company’s Board of Directors. These amounts differ from the grant date fair value of the awards of $56,250 (calculated pursuant to FASB ASC Topic 718), which is impacted by restrictions on transferability of the award. The grant date fair value of the awards is reported in the Summary Compensation and Director Compensation tables. |
Non-Qualified Deferred Compensation
| (2) The amount in this column primarily represents the decrease in the market value of Deferred Stock Units outstanding through December 31, 2024. |
Non-Qualified Deferred Compensation
| (3) Amounts in this column represent the market value of Deferred Stock Units outstanding. Dividends are payable on Deferred Stock Units. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our named executive officers were not entitled to any payments or benefits upon a termination or in connection with a change in control of the Company, other than Deferred Stock Units, which are convertible into Shares upon a director’s departure from our Board.
Pay Ratio Disclosure Rule
Pay Ratio Disclosure Rule In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd – Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The Company’s PEO is Mr. Roth. Pursuant to SEC rules, we identified a “Median Employee” and compared such employee’s total compensation to that of Mr. Roth. As of December 31, 2024, the Company employed 90 persons. The applicable information is set forth below:
Pay Ratio Disclosure Rule
| Median Employee total annual compensation | $70,136 | | PEO total annual compensation | $189,417 | | Ratio of PEO to Median Employee compensation | 2.7:1.0 |
Pay Ratio Disclosure Rule
In determining the Median Employee, a listing was prepared of all employees as of December 31, 2024. Wages and salaries were annualized for those employees that were not employed for the full year of 2024. The Median Employee was selected from the annualized list.
Compensation of Directors
Compensation of Directors The Company’s directors receive the following compensation: (1) an annual cash retainer of $75,000; (2) an annual equity grant having a market value equal to approximately $75,000 on the date of grant (without regard to the impact of transfer restrictions); (3) an annual cash retainer for the Chair of the Audit Committee of $15,000; (4) an annual cash retainer for each member of the Audit Committee (other than the Chair) of $10,000; (5) an annual cash retainer for the Chair of the Compensation Committee of $10,000; (6) an annual cash retainer for a member of the Compensation Committee of $5,000; and (7) a meeting fee for each Board or committee meeting of $1,000 (excluding Steven Roth). The annual equity grant is in the form of Deferred Stock Units. In 2024, each Director received 357 Deferred Stock Units. Deferred Stock Units vest on the date of grant and are convertible on a one-for-one basis into Shares, but may not be converted into Shares or transferred until the departure of the applicable Director from our Board. Dividends are payable on Deferred Stock Units. The following table sets forth the compensation for the members of the Company’s Board of Directors for 2024.
Compensation of Directors
| Name | Fees Earned or Paid in Cash ($) | Equity Awards ($) (1) | All Other Compensation ($) (2) | Fees Earned or Paid in Cash and Total Compensation ($) (3) | | Steven Roth | 75,000 | 56,250 | 58,167 | 189,417 | | Thomas R. DiBenedetto | 100,000 | 56,250 | 58,167 | 214,417 | | David Mandelbaum | 80,000 | 56,250 | 58,167 | 194,417 | | Mandakini Puri | 94,000 | 56,250 | 43,965 | 194,215 | | Wendy A. Silverstein | 94,000 | 56,250 | 53,721 | 203,971 | | Arthur I. Sonnenblick | 80,000 | 56,250 | 58,167 | 194,417 | | Richard R. West | 110,000 | 56,250 | 58,167 | 224,417 | | Russell B. Wight, Jr. | 80,000 | 56,250 | 58,167 | 194,417 |
Compensation of Directors
| (1) The amounts presented in this column represent the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted in 2024. The grant date fair value is the amount expensed in our consolidated financial statements. These amounts differ from that set forth in the introductory paragraph above, which is based on the market price of our Shares on the date of grant, due to restrictions on transferability of the awards. For additional information, refer to footnote 9 of 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. For information concerning the aggregate equity awarded to our Directors under our 2016 Omnibus Stock Plan, please see Note 1 to the Principal Security Holders’ Table. |
Compensation of Directors
| (2) The amounts presented in this column represent the dividends paid on Deferred Stock Units. |
Compensation of Directors
| (3) Fees and dividends paid and awards granted to Mr. Roth are also reflected in the Summary Compensation Table. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following information is provided about the relationship between compensation actually paid (as defined by SEC rules) to our named executive officers and certain financial performance of the company.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) (a) | Compensation Actually Paid to PEO ($) (b) | Average Summary Compensation Table Total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs (c) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (f) | | | | | | | Total Shareholder Return (TSR) ($) (d) | Peer Group Total Shareholder Return ($) (e) | | | 2024 | 189,417 | 189,417 | — | — | 88.53 | 117.56 | 43,444,000 | | 2023 | 182,163 | 182,163 | — | — | 87.19 | 112.04 | 102,413,000 | | 2022 | 175,188 | 175,188 | — | — | 81.74 | 100.62 | 57,632,000 | | 2021 | 169,698 | 169,698 | — | — | 89.92 | 134.06 | 132,930,000 | | 2020 | 164,181 | 164,181 | — | — | 89.62 | 94.88 | 41,939,000 |
Pay Versus Performance
| (a) Reflects compensation amounts reported in the “Summary Compensation Table” for our Chief Executive Officer, Steven Roth, for the respective years shown. |
Pay Versus Performance
| (b) In accordance with Item 402(v), there was no additional compensation amounts paid to our Chief Executive Officer, Steven Roth for the respective time periods other than what is noted in column b (“Summary Compensation Table Total for PEO”) and there are no adjustments that are applicable to the Summary Compensation Table Total for PEO in order to calculate compensation actually paid as all stock awards made to Mr. Roth were fully vested at grant (and, accordingly, the grant date fair value of the awards used for purposes of the Summary Compensation Table is the same grant date fair value as is used for purposes of calculating compensation actually paid). |
Pay Versus Performance
| (c) Reflects compensation amounts reported in the “Summary Compensation Table” and paid to Gary Hansen, Chief Financial Officer, since November 2, 2021 and Matthew Iocco, previous Chief Financial Officer, for the remaining time period. There was no compensation paid to Non-PEO NEOs for the last five fiscal years. |
Pay Versus Performance
| (d) Represents the cumulative total shareholder return of Alexander’s, Inc. for the respective measurement period, calculated based on a fixed investment of $100 measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each fiscal year reported in the table. |
Pay Versus Performance
| (e) Represents the cumulative total shareholder return of the National Association of Real Estate Investment Trusts (“NAREIT”) All Equity Index (which we also use for purposes of the stock performance graph required by Item 201(k) of Regulation S-K) for the respective measurement period. |
Pay Versus Performance
| (f) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K. |
Pay Versus Performance
In determining compensation actually paid for 2024, we did not consider any financial performance measures due to the fact the Company’s PEO’s sole compensation relates to compensation received in his capacity as a director which is based on market rates for board of director fees, taking into account the value of a director’s time. Accordingly, we have not included a tabular list of our most important financial performance measures to determine Fiscal 2024 compensation actually paid pursuant to Item 402(v) of Regulation S-K and we have not included a “company selected measure” (CSM) column in the table above.