Thomas DiBenedetto
About Thomas R. DiBenedetto
Thomas R. DiBenedetto, age 75, is an independent Class II director of Alexander’s, Inc. (ALX), serving on the Board since 1984; his current term runs through the 2026 annual meeting. He is President of Boston International Group, Inc. (since 1983), President of Junction Investors Ltd. (since 1992), Chairman of Jefferson Waterman International (since 1997), and Managing Director of Olympic Partners (since 1984), bringing investment management, business intelligence, and real estate investing experience to ALX’s Board . The Board determined he is independent under NYSE Corporate Governance Standards; all directors met at least the 75% meeting attendance threshold in 2024, and all directors attended the company’s 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston International Group, Inc. | President | Since 1983 | Investment management leadership |
| Junction Investors Ltd. | President | Since 1992 | Investment management leadership |
| Jefferson Waterman International | Chairman of the Board | Since 1997 | Business intelligence firm leadership |
| Olympic Partners | Managing Director | Since 1984 | Real estate investment leadership |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Boston International Group, Inc. | President | Since 1983 | Not disclosed as public |
| Junction Investors Ltd. | President | Since 1992 | Not disclosed as public |
| Jefferson Waterman International | Chairman | Since 1997 | Not disclosed as public |
| Olympic Partners | Managing Director | Since 1984 | Not disclosed as public |
Board Governance
- Independence: The Board determined DiBenedetto is independent; six of seven directors are independent at ALX .
- Controlled company: ALX is a “controlled company” under NYSE rules given >50% ownership by Interstate Properties, its general partners, and Vornado; ALX is exempt from certain NYSE governance standards and does not have a Nominating Committee .
- Leadership structure: CEO also serves as Chairman; ALX does not have a lead independent director, which the Board deems appropriate given company circumstances .
- Attendance: Board held five meetings in 2024; each director attended ≥75% of Board and committee meetings; independent directors met in five executive sessions .
- Committee memberships:
- Audit Committee: Member in 2024; committee had four meetings. Chair changed from Dr. West to Mandakini Puri effective Jan. 1, 2025; members (including DiBenedetto) were deemed independent and financially literate, with two audit committee financial experts (Puri and Silverstein) .
- Compensation Committee: Member in 2024; committee met once. Chair changed from Dr. West to Wendy Silverstein effective Jan. 1, 2025; no compensation consultants were engaged in 2024 .
| Governance Element | Detail | Evidence |
|---|---|---|
| Independence status | Independent director | |
| Board tenure | Director since 1984; Class II term expires 2026 | |
| Committees (2024) | Audit (member); Compensation (member) | |
| Committee chairs (2025) | Audit: Puri; Compensation: Silverstein | |
| Board meetings (2024) | 5 meetings; each director ≥75% attendance | |
| Exec sessions (2024) | 5 sessions of independent directors | |
| Lead Independent Director | None | |
| Controlled company status | Yes; >50% owned by Interstate+Vornado group |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Standard director retainer |
| Audit Committee member retainer | 10,000 | Non-chair member rate |
| Compensation Committee member retainer | 5,000 | Non-chair member rate |
| Meeting fees | Included in total | $1,000 per meeting (excluding Roth) |
| Total fees earned in cash | 100,000 | Sum of cash components |
Performance Compensation
| Equity/Performance Element | 2024 Detail | Value ($) |
|---|---|---|
| Deferred Stock Units (DSUs) annual grant | 357 DSUs granted on 5/23/2024; fully vested at grant; convertible 1:1 into Shares only upon departure or later date elected; dividends payable on DSUs | 56,250 grant-date fair value |
| Dividends on DSUs (classified as All Other Compensation) | Dividends paid on outstanding DSUs | 58,167 |
| Performance metrics tied to director pay | None disclosed; annual equity grant sized to ~market value | — (not disclosed) |
| Compensation consultants (2024) | None engaged | — |
| Pay versus performance framework applicability | Company did not use a “company selected measure” for PEO; director equity fully vested at grant | — |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Jefferson Waterman International | Business intelligence (private) | Chairman | No ALX-related interlock disclosed |
| Boston International Group, Inc. | Investment management (private) | President | No ALX-related interlock disclosed |
| Junction Investors Ltd. | Investment management (private) | President | No ALX-related interlock disclosed |
| Olympic Partners | Real estate investment (private) | Managing Director | No ALX-related interlock disclosed |
- Compensation Committee interlocks: None requiring disclosure per SEC rules .
Expertise & Qualifications
- Financial literacy: Audit Committee members (including DiBenedetto) were determined to be financially literate; Audit Committee had two “financial experts” (Puri and Silverstein) .
- Industry and functional expertise: Board disclosures cite DiBenedetto’s experience leading companies, extensive real estate experience, and capital markets experience, which the Board views as strengthening oversight capabilities .
- Roles evidencing leadership: Longstanding leadership across investment management and real estate firms (see Past Roles) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Thomas A. DiBenedetto | 3,410 | <1% | All represent vested DSUs granted as director; DSUs convert 1:1 to Shares only upon Board departure or later elected date; dividends payable |
Governance Assessment
-
Positives
- Independence and committee service: Independent director with service on both Audit and Compensation Committees; Audit Committee comprised of independent, financially literate members; Compensation Committee remained independent and did not engage consultants in 2024 .
- Attendance and engagement: Met the ≥75% attendance threshold; all directors attended the 2024 annual meeting; independent directors held five executive sessions in 2024, supporting robust oversight of management .
- Ownership alignment: Annual DSU grants are fully vested but non-convertible until departure, promoting longer-term holding and alignment; dividends on DSUs provide ongoing economic exposure .
-
Red flags / Investor confidence risks
- Controlled company exemptions: As a controlled company, ALX is exempt from certain NYSE governance standards and does not have a nominating committee; this concentrates influence with Interstate/Vornado and may constrain minority shareholder input .
- Leadership concentration: CEO also serves as Chairman, and ALX lacks a lead independent director—reducing independent counterbalance at the Board level .
- Related-party exposure: Material management, development, leasing, property management and other service agreements with Vornado generated significant fees in 2024 ($2.8M management; $472K development; $6.084M leasing; $6.053M property management/other); Board approved amendments shifting third-party broker commissions responsibility in 2024—ongoing oversight is critical to mitigate conflicts .
- Hedging policy gap: Company does not have a formal anti-hedging policy (Vornado’s policy applies to its executives); director-specific hedging/pledging restrictions are not disclosed—investors may seek clarity .
-
Say-on-pay context: 87% approval in 2023 with triennial cadence (next in 2026); while focused on executives, it signals general investor acceptance of ALX’s pay approach .
Fixed Compensation (Director-Level Detail for 2024)
| Metric | 2024 |
|---|---|
| Cash Retainer ($) | 75,000 |
| Audit Committee Member Retainer ($) | 10,000 |
| Compensation Committee Member Retainer ($) | 5,000 |
| Meeting Fees ($/meeting) | 1,000 (included in totals) |
| Total Cash Fees ($) | 100,000 |
Performance Compensation (Director-Level Detail for 2024)
| Metric | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Convertibility | Dividends |
|---|---|---|---|---|---|---|
| DSU Annual Grant | 5/23/2024 | 357 | 56,250 | Fully vested on grant | 1:1 into Shares upon departure / elected date | Dividends payable |
| DSU Dividends (All Other Compensation) | — | — | 58,167 | — | — | Dividends on DSUs |
Other Directorships & Interlocks (Summary)
| Category | Disclosure |
|---|---|
| Public company directorships | None disclosed for DiBenedetto |
| Compensation Committee interlocks | None requiring disclosure |
Equity Ownership (Breakdown)
| Component | Quantity | Status |
|---|---|---|
| DSUs (beneficial ownership) | 3,410 | Fully vested; non-convertible until Board departure / elected date; dividends payable |
| Options | None disclosed | — |
| Pledged shares | Not disclosed | — |
Employment & Contracts (Director)
- No director-specific employment contract or severance/CoC terms disclosed; director DSUs convert upon departure from the Board .
Related Party Transactions (Context)
- Significant ongoing related-party arrangements with Vornado for management, development, leasing, property management, and sale commissions; Board amended leasing agreements on May 1, 2024 to allocate third-party broker commission responsibility to ALX with reduced Vornado fees proportionate to commissions—monitor for fairness and alignment .
Signals for Investors
- Committee service and independence support Board effectiveness; however, controlled company status, leadership consolidation, and material related-party transactions require vigilant oversight and clear disclosure to maintain investor confidence .