Steven Roth
About Steven Roth
Steven Roth is Chairman and Chief Executive Officer of Alexander’s, Inc. (ALX), serving as CEO since March 1995 and Chairman since May 2004; he has been a director since 1989 and is 83 years old . ALX is a “controlled company” under NYSE rules due to more than 50% ownership by a group including Interstate Properties and Vornado Realty Trust, and Roth also serves as Chairman and CEO of Vornado and Managing General Partner of Interstate, creating tight strategic alignment but dual-role governance considerations; the Board has no lead independent director while maintaining a majority of independent directors . Pay-versus-performance disclosures show ALX’s TSR from 2020–2024 ranged from 81.74 to 89.92 relative to a NAREIT All-Equity Index TSR range of 94.88 to 134.06, with net income fluctuating from $41.9M to $132.9M over the period . ALX compensates executives solely via director compensation (fees and fully vested Deferred Stock Units) and does not pay salaries or bonuses to named executive officers, which eliminates traditional pay-for-performance structures at the executive level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexander’s, Inc. | Director | 1989–Present | Long-tenured governance presence with control-group alignment . |
| Alexander’s, Inc. | Chief Executive Officer | March 1995–Present | Operational leadership under Vornado management agreements; strategy continuity . |
| Alexander’s, Inc. | Chairman of the Board | May 2004–Present | Combined Chair/CEO structure; no lead independent director . |
| Alexander’s, Inc. | Executive Committee Chair | Until Jan 1, 2025 | Committee eliminated in 2025; previously held full Board authority except statutory reserves . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vornado Realty Trust | Chairman (since 1989), CEO (2013–Present; 1989–2009 previously), Trustee (since 1979) | 1979–Present | Deep operational linkage; VNO manages, leases, and develops ALX assets and owns ~32% of ALX . |
| Interstate Properties | Managing General Partner | 1968–Present | Interstate and its GPs collectively own ~58% of ALX when combined with VNO, shaping governance/control . |
| Urban Edge Properties | Trustee | Jan 2015–May 2023 | Sector network; additional REIT experience . |
Fixed Compensation
ALX does not pay cash compensation to named executive officers for executive services; Roth is compensated only in his capacity as a director via cash retainers and dividends on Deferred Stock Units (DSUs) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | — | — | — |
| Director Cash Retainer ($) | 75,000 (included within All Other Compensation) | 75,000 (included within All Other Compensation) | 75,000 (included within All Other Compensation) |
| Dividends on DSUs ($) | 43,938 (included within All Other Compensation; director line item shows dividends component) | 50,913 (included within All Other Compensation) | 58,167 (included within All Other Compensation) |
| All Other Compensation ($) | 118,938 | 125,913 | 133,167 |
| Total ($) | 175,188 | 182,163 | 189,417 |
Director Compensation Structure (2024):
- Annual director cash retainer $75,000; equity grant with market value ≈$75,000 (granted as DSUs); Audit Chair $15,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $5,000; $1,000 per meeting fee excluding Steven Roth .
Performance Compensation
ALX does not maintain performance-based executive compensation for named executive officers; equity awards are fully vested DSUs granted to directors and are not tied to quantitative performance metrics .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no performance plan for NEOs) | — | — | — | — | DSUs vest at grant; convertible only after Board departure |
Pay versus Performance context:
- Compensation Actually Paid to PEO equals Summary Compensation due to fully vested director DSUs; no additional adjustments .
- TSR and Net Income disclosed for 2020–2024 (see table below) .
| Year | ALX TSR (Base $100) | NAREIT All-Equity TSR (Base $100) | Net Income ($) |
|---|---|---|---|
| 2020 | 89.62 | 94.88 | 41,939,000 |
| 2021 | 89.92 | 134.06 | 132,930,000 |
| 2022 | 81.74 | 100.62 | 57,632,000 |
| 2023 | 87.19 | 112.04 | 102,413,000 |
| 2024 | 88.53 | 117.56 | 43,444,000 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 669,632 Shares; 13.10% of outstanding, as of Mar 24, 2025 . |
| Ownership components | Includes 3,410 DSUs granted as director; Interstate partnership shares are included and power is shared among GPs . |
| Shares outstanding reference | 5,107,290 Shares outstanding at record date (used for ownership %) . |
| Vested vs unvested | No unvested awards; DSUs fully vest at grant but are not convertible until Board departure . |
| Options | None outstanding; no stock options held or vested in 2024 . |
| DSU activity (2024) | Granted 357 DSUs on 5/23/2024; grant date fair value $56,250; market value at grant $75,170; DSUs pay dividends . |
| Deferred comp balance | DSU balance $719,924 at 12/31/2024; aggregate earnings (loss) in 2024 of $(43,124) . |
| Ownership guidelines | No management stock ownership policy; short sales prohibited; executives subject to Vornado anti-hedging policy . |
| Pledging | No pledging disclosure; not stated in proxy . |
Employment Terms
- No employment contracts, severance, or change-of-control arrangements for named executive officers; DSUs convert to Shares upon departure from the Board .
- ALX’s operations are managed, leased, and developed by Vornado under automatically renewing annual agreements, aligning executive oversight with external manager compensation .
Board Governance
- Board size seven; classified board; Roth is Chairman and CEO; Board has majority independent directors but no lead independent director; company is exempt from some NYSE standards as a “controlled company” .
- Committees: Audit (Chair: Mandakini Puri from Jan 1, 2025; members include Puri, Silverstein, DiBenedetto; independent; financial experts include Puri and Silverstein) . Compensation (Chair: Wendy Silverstein from Jan 1, 2025; members: Silverstein, DiBenedetto; independent) . No Nominating Committee .
- Executive Committee eliminated effective Jan 1, 2025; Roth previously chaired it .
- Board met five times in 2024; each director attended ≥75% of Board/committee meetings; independent directors held five executive sessions; all directors attended the 2024 Annual Meeting .
- Pay ratio: PEO-to-median employee 2.7:1 for 2024 (Median $70,136 vs PEO $189,417) .
Director Compensation (Steven Roth Detail – 2024)
| Component | Amount |
|---|---|
| Cash fees | $75,000 |
| Equity grant (DSUs) – grant date fair value | $56,250 |
| Dividends on DSUs | $58,167 |
| Total director compensation | $189,417 (also his Summary Compensation total) |
| DSUs granted (date/units) | 357 DSUs on 5/23/2024 |
Related Party Transactions
ALX-Vornado agreements (renew annually; automatically renewable) establish management, development, leasing, and property services economics; control-party relationships involve Roth (ALX CEO/Chair; VNO Chairman/CEO; Interstate GP) and other Interstate GPs/directors .
| Category | 2024 Amount | Notes |
|---|---|---|
| Management fees | $2,800,000 | Base fee plus property-specific components to Vornado . |
| Development fees | $472,000 | 6% of development costs . |
| Leasing fees | $6,084,000 | Amended May 1, 2024: ALX covers third-party commissions; VNO receives one-third of such commission when brokers used . |
| Property mgmt & other fees | $6,053,000 | Including cleaning, engineering, security, parking services via VNO subs . |
| Amounts due at 12/31/2024 | $642,000 mgmt/pm/clean/security; $346,000 development; $171,000 leasing | |
| VNO ownership in ALX | ~32% . | |
| Interstate ownership in ALX | 503,046 Shares (~9.85%) . | |
| Aggregated control ownership | Interstate, its GPs, and VNO collectively ~58% . |
Say-on-Pay & Shareholder Feedback
- Frequency: every three years (approved in 2023) .
- 2023 say-on-pay approval: ~87% of votes cast .
- Next say-on-pay vote at 2026 Annual Meeting .
Compensation Committee Analysis
- Composition (2024→2025): Dr. West (Chair, retired Jan 1, 2025), DiBenedetto; from Jan 1, 2025 Chair is Silverstein with DiBenedetto as member; both independent .
- Consultants: None engaged in 2024 .
- Program risk: Committee concluded compensation program not likely to cause material adverse risk or excessive risk-taking .
- Equity plan headroom: 479,543 securities available; 26,244 outstanding DSUs under plans approved by security holders as of 12/31/2024 .
Employment & Contracts (Retention/Transition Risk)
| Item | Disclosure |
|---|---|
| Employment start date | CEO since March 1995; Chairman since May 2004; Director since 1989 . |
| Contracts/term | None; no employment contracts . |
| Severance/CoC | None; no severance or change-in-control benefits for NEOs . |
| Triggers | DSUs convert upon director’s departure from the Board . |
| Non-compete/solicit/garden leave | Not disclosed . |
| Post-termination consulting | Not disclosed . |
Risk Indicators & Red Flags
- Controlled company with exemptions from some NYSE governance standards; combined Chair/CEO; no lead independent director .
- Extensive related party transactions with Vornado (managed by Roth) including management, leasing, and services fees; amended leasing commission structure in 2024 .
- No executive employment contracts, severance, CoC protection—limits misalignment risk but also reduces formal retention levers .
- Hedging policy: Executives subject to Vornado’s anti-hedging policy; ALX prohibits short sales by officers; no formal pledging policy disclosed .
- Say-on-pay approval strong (~87%), reducing governance pressure on compensation design .
Investment Implications
- Alignment: Roth’s 13.10% beneficial ownership (including Interstate holdings and director DSUs) and deep control-group stakes suggest strong alignment with long-term value creation but reduce minority investor influence; director DSUs vest immediately and are non-transferable until Board departure, dampening near-term selling pressure from board grants .
- Governance/related party: Vornado’s management and leasing economics and the controlled-company structure concentrate decision-making, raising potential conflict-of-interest scrutiny; investors should monitor fee levels and related-party amendments like the 2024 leasing commission changes .
- Pay-for-performance: Absence of executive salary/bonus and performance metrics means traditional incentive levers are minimal; compensation is board-based and fixed, placing emphasis on operational outcomes and TSR for evaluating stewardship rather than incentive plan design .
- Execution risk: Net income variability and TSR below NAREIT peer index in several years warrant continued focus on asset-level performance and capital allocation under the Vornado management agreements; vote history suggests investor acceptance of the structure to date .