David Mandelbaum - Director | ALEXANDERS (ALX) Executive Profile & Compensation

About David Mandelbaum

David M. Mandelbaum, age 89, is an independent director of Alexander’s, Inc. (ALX) whose current term runs through the 2027 Annual Meeting; he first joined the ALX board in 1995 . He has been a member of the law firm Mandelbaum, P.C. since 1960, a general partner of Interstate Properties since 1968, and a trustee of Vornado Realty Trust since 1979, bringing extensive legal and real estate experience to ALX . The Board has affirmatively determined Mandelbaum is independent under NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mandelbaum, P.C.	Member (Attorney)	Since 1960	Legal expertise supporting board oversight
Alexander’s, Inc.	Director (Independent)	First appointed 1995; current term expires 2027	Director; not listed on Audit or Compensation Committees

External Roles

Organization	Role	Tenure	Committees/Impact
Interstate Properties	General Partner	Since 1968	Significant ALX ownership via Interstate; shared voting/investment power with co-GPs Roth and Wight
Vornado Realty Trust	Trustee	Since 1979	ALX is managed/leased by Vornado; related-party agreements with fee flows

Board Governance

Independence: The Board determined Mandelbaum, along with five other directors, is independent under NYSE standards (6 of 7 directors independent) .
Committees: Board has Audit and Compensation Committees; Mandelbaum is not listed as a member of either. Audit Committee (2024): West (Chair), Puri, Silverstein, DiBenedetto; effective Jan 1, 2025, Puri became Chair. Compensation Committee (2024): West (Chair), DiBenedetto; effective Jan 1, 2025, Silverstein became Chair .
Controlled company: ALX is a controlled company due to ownership by Vornado, Interstate, and Interstate’s general partners; exempt from some NYSE governance standards (no nominating committee; majority independence not required) .
Attendance: Board met five times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting of Stockholders .
Leadership: No independent lead director; combined Chair/CEO role held by Steven Roth .
Executive sessions: Independent directors met five times without management and selected their own presiding member .

Fixed Compensation

Component (2024)	Amount	Notes
Annual cash retainer	$75,000	Standard non-employee director retainer
Committee fees	$0	Not listed on Audit/Comp Committees; committee fee schedule disclosed (Audit Chair $15k; Audit member $10k; Comp Chair $10k; Comp member $5k)
Meeting fees	Included in Fees	$1,000 per Board/committee meeting (excludes CEO Roth); Mandelbaum’s total cash fees were $80,000 in 2024
Total cash fees (Mandelbaum)	$80,000	Reported in Director Compensation table

Performance Compensation

Grant Date	Instrument	Units (#)	Grant Date Fair Value ($)	Vesting	Conversion / Restrictions
May 23, 2024	Deferred Stock Units (DSUs)	357	$56,250	Fully vested on grant	Convertible 1:1 into ALX shares only upon departure from Board or later date selected; dividends payable on DSUs

No options or performance share units were granted to directors; DSUs are time-based and not linked to performance metrics .

Other Directorships & Interlocks

Organization	Type	Role	Interlock / Conflict Considerations
Vornado Realty Trust	Public REIT	Trustee	ALX is managed/leased by Vornado; Vornado owned ~32% of ALX as of Mar 24, 2025. Management fee $2.8m p.a., development fee 6%, leasing fees, property management agreements; fee amendments approved May 1, 2024. Significant related-party exposure .
Interstate Properties	Partnership	General Partner	Interstate owns 503,046 ALX shares; Mandelbaum shares investment and voting power with co-GPs; Interstate/Vornado/general partners collectively own ~58% of ALX shares; controlled company status .

Compensation Committee interlocks: Company discloses no interlocking relationships requiring SEC executive compensation disclosure .

Expertise & Qualifications

Extensive legal experience and extensive real estate experience; Board notes his legal background among the diverse skill mix benefiting ALX .
Board-wide skill coverage includes finance, investing, accounting, and operation of real estate companies; Audit Committee includes financial experts (Puri, Silverstein) to support oversight alongside legal and real estate expertise from directors such as Mandelbaum .

Equity Ownership

Holder	Beneficial Shares	Ownership %	Notes
David M. Mandelbaum	714,193	13.97%	Includes 3,410 DSUs granted as a director; based on 5,107,290 shares outstanding as of Mar 24, 2025 .
Interstate Properties (partnership)	503,046	9.85%	Shares included in totals for Interstate and its general partners (Roth, Mandelbaum, Wight) with shared voting/investment power .
Vornado Realty Trust	1,654,068	32.22%	Significant owner; manages/leases ALX assets under agreements .
Group (Interstate, its general partners, and Vornado)	—	~58%	Aggregate ownership highlighting controlled company status .
DSUs outstanding (Board)	26,244	—	Equity plan shows 26,244 securities to be issued; 479,543 available for future issuance .
Shares outstanding reference	5,107,290	—	Basis for % calculations .

Insider Trades

Date	Filing	Transaction	Instrument	Link
May 22, 2025 (filed May 23, 2025)	Form 4	DSU grant for director service	Deferred Stock Units	(https://www.alx-inc.com/sec-filings/sec-filing/4/0001415889-25-014450) (https://www.alx-inc.com/static-files/fd9d1fcc-5e14-4739-9f6d-f9a9ab0eda73)

Governance Assessment

Strengths
- Significant “skin in the game”: 714,193 ALX shares (13.97%), including DSUs; alignment with shareholder outcomes .
- Independent status and regular engagement: Board met 5 times; each director ≥75% attendance; all directors attended 2024 AGM; independent director executive sessions (five times) .
- Legal and real estate expertise supportive of ALX’s property-centric operations .
Risks and RED FLAGS
- Controlled company with concentrated ownership: Interstate/Vornado/general partners collectively own ~58%—heightened related-party risk; ALX relies on Vornado for management, leasing, development, property services with material fee streams ($2.8m management fee; 6% development fee; leasing and other fees) .
- Interlocks: Mandelbaum is Interstate GP and Vornado trustee while ALX is managed and leased by Vornado; potential conflicts in approving/overseeing related-party agreements (Board/Committee review process exists, but structural risk persists) .
- No independent lead director; combined Chair/CEO structure .
- Hedging policy gap: Company lacks a formal anti-hedging policy; Vornado’s anti-hedging applies to executives, not explicitly to directors—unclear coverage for directors (potential misalignment risk) .
Other observations
- Director pay is modest and largely in equity (DSUs) with immediate vesting and deferred conversion post-departure; no performance-based metrics (neutral for pay-for-performance but promotes long-term alignment via conversion timing and dividends on DSUs) .
- Compensation Committee reported no consultant engagement in 2024; interlocks requiring disclosure absent .
- Committee roles: Mandelbaum not on Audit/Compensation; engagement primarily through full Board .