Mandakini Puri
About Mandakini Puri
Mandakini Puri, 65, has served on Alexander’s, Inc. (ALX) Board since 2020 and was appointed Chair of the Audit Committee effective January 1, 2025. She is an independent director, deemed an “audit committee financial expert,” and brings deep capital markets and private equity experience; she is also a trustee of Vornado Realty Trust and First Eagle funds.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Private Equity (affiliate of BlackRock, Inc.) | Managing Director & Co-Head | May 2011–May 2013 | Senior leadership in private equity investing |
| Bank of America/Merrill Lynch Global Private Equity | Consultant | Apr 2009–Apr 2011 | Strategy/portfolio consulting |
| Merrill Lynch Global Private Equity | Co-founder & Chief Investment Officer | Prior to Apr 2009 (dates not disclosed) | Built and led CIO function |
| Validus Holdings Ltd. (public insurance holding co.) | Director; Chair of Executive & Compensation Committees | Until July 2018 | Chaired key committees (exec and comp) |
External Roles
| Organization | Role | Since | Committee/Focus |
|---|---|---|---|
| Vornado Realty Trust | Trustee; Audit Committee Chair; member Corporate Governance & Nominating | 2016 | Financial oversight and governance |
| First Eagle Mutual Funds | Trustee | 2023 | Audit Committee member |
| First Eagle Credit Opportunities Fund | Trustee | 2023 | Trustee |
| Wharton School Graduate Executive Board | Member | n/a | Advisory/academic engagement |
Board Governance
- Board independence: ALX is a “controlled company” (Interstate + Vornado >50%); six of seven directors, including Puri, are independent under NYSE standards. The Board does not have a Nominating Committee; Audit and Compensation Committees are in place.
- Committee leadership: Audit Committee held four meetings in 2024; effective Jan 1, 2025, Puri became Chair. She and Silverstein are designated “audit committee financial experts.” Compensation Committee is chaired by Silverstein; DiBenedetto is a member.
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the virtual 2024 Annual Meeting.
- Leadership structure: CEO Steven Roth also serves as Chairman; ALX has no independent lead director and considers the combined role appropriate. Independent directors held five executive sessions in 2024.
Fixed Compensation
Director compensation structure and Puri’s disclosed amounts:
| Metric | 2020 | 2021 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $74,349 | $94,000 | $95,000 | $94,000 |
| Equity Awards ($) (grant-date fair value) | $206,250 | $56,250 | $56,250 | $56,250 |
| Annual DSU Units Granted (#) | 329 (2020 program) | 284 (2021 program) | 449 (2023 program) | 357 (grant 5/23/2024) |
| Dividends on DSUs ($) | $10,845 | $24,246 | $36,711 | $43,965 |
- Program terms: Directors receive an annual cash retainer ($75,000), annual equity grant (~$75,000 market value) in the form of Deferred Stock Units (DSUs), meeting fees ($1,000 per meeting; excluding Steven Roth), and committee retainers (Audit Chair $15,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $5,000). DSUs vest on grant and pay dividends but cannot convert into shares until departure.
- One-time initial grant: In 2020, Puri received an initial DSU award valued at $200,000 upon joining the Board.
Performance Compensation
ALX does not tie director pay to operating performance metrics; director equity is DSUs that vest on grant.
| Element | Detail |
|---|---|
| Performance Metrics | None applicable to director pay; DSUs based on market rates for director service |
| Vesting & Conversion | DSUs fully vest on grant; convertible 1:1 into ALX shares only upon director’s departure or at a later date selected; dividends payable on DSUs |
| 2024 Grant | 357 DSUs granted on 5/23/2024; grant-date fair value $56,250 |
| Options/PSUs | No director stock options or PSUs disclosed |
Other Directorships & Interlocks
| Company | Relationship to ALX | Potential Interlock/Consideration |
|---|---|---|
| Vornado Realty Trust | 32% owner of ALX; manages/leases ALX properties via annual agreements; Puri is a trustee of Vornado | Overlapping governance; related-party oversight through ALX Audit Committee |
| First Eagle funds | Unrelated to ALX operations | No direct ALX conflict disclosed |
| Validus Holdings Ltd. (prior) | No current ALX tie | Historical role only |
Expertise & Qualifications
- Audit committee financial expert designated under SEC rules; financial literacy per NYSE standards.
- Deep capital markets and private equity leadership experience (BlackRock PE, Merrill Lynch GPE).
- Governance experience across public companies and regulated funds (Vornado trustee; First Eagle funds trustee).
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 2,621 (all DSUs granted as director) |
| Ownership as % of Shares Outstanding | <1% (based on 5,107,290 shares outstanding) |
| Vested vs Unvested | DSUs are fully vested at grant; conversion deferred until departure or later date selected |
| Options | None disclosed (no exercisable/unexercisable options outstanding) |
| Pledging/Hedging | Company has no formal hedging policy; Vornado’s anti-hedging policy covers executives, but director application not specified in ALX proxy |
Say-on-Pay & Shareholder Feedback
- 2023 advisory say-on-pay approval: ~87% of shares cast supported ALX’s executive compensation; frequency set to every three years (next vote in 2026).
- 2020 director election (Puri): For 4,762,825; Withheld 12,592; Broker non-votes 159,115 (strong support).
Related Party Transactions (Conflict Screening)
- Vornado relationship: ALX pays Vornado fees under annual management, development, leasing, property management and other agreements (e.g., $2.8M management fee; 6% development fee; tiered leasing commissions). 2024 incurred: $2.8M management, $472k development, $6.084M leasing, $6.053M property management/other; amounts due at year-end disclosed.
- Controlled company status: Interstate, its general partners (including ALX directors) and Vornado collectively own ~58% of ALX; governance exemptions apply (e.g., no nominating committee).
- Governance controls: Related-party transactions reviewed/approved by the Audit Committee under a formal process considering nature, terms, materiality, and independence factors.
Compensation Committee Analysis
- Composition: As of Jan 1, 2025, Chair Wendy Silverstein; member Thomas R. DiBenedetto; both independent.
- Consultants: None engaged in 2024.
- Director pay program: Cash retainers, DSUs, and meeting fees; annual grant timing generally on the annual meeting date; not timed to MNPI.
Governance Assessment
- Strengths: Puri is an experienced audit chair with SEC “financial expert” designation, strong attendance, and meaningful governance roles across public entities and funds. Independence affirmed by the Board; DSUs with deferred conversion promote long-term alignment.
- Watch items/RED FLAGS: ALX’s “controlled company” status and extensive related-party agreements with Vornado create recurring conflict-of-interest exposure; Puri’s concurrent Vornado trusteeship heightens perceived conflicts, making robust Audit Committee oversight essential. No independent lead director and no nominating committee reduce counterbalances to management influence.
- Compensation alignment: Director pay is standard for REIT boards (cash + DSUs), with no performance metrics; year-over-year dividends on DSUs rose with ALX dividend policy, while cash/equity levels remained stable; initial 2020 DSU award was a one-time onboarding grant—no indications of repricing or guaranteed bonuses.
Overall: Puri’s audit leadership and financial expertise support board effectiveness amid a controlled ownership and Vornado-managed operating model. Investors should monitor related-party economics, committee independence, and continued transparency around ALX–Vornado agreements.