Candace K. Beinecke
About Candace K. Beinecke
Candace K. Beinecke is Vornado’s Lead Independent Trustee, first elected to the role on March 16, 2016 and re-appointed on February 6, 2025; she chairs the Corporate Governance & Nominating Committee and serves on the Executive Committee . The Board determines she is independent under NYSE standards, and she actively engages with shareholders and presides over executive sessions; her age and formal education are not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust | Lead Independent Trustee | 2016–present (re-appointed Feb 6, 2025) | Approves schedules, agendas, and materials; presides executive sessions; shareholder outreach; succession planning oversight |
| Vornado Realty Trust | Chair, Corporate Governance & Nominating Committee | Not disclosed | Oversees governance principles, board refreshment, succession, board self-evaluation, trustee compensation, climate/sustainability oversight |
| Vornado Realty Trust | Member, Executive Committee | 2024 (committee did not meet) | Committee may exercise certain Board powers; intended for special circumstances |
External Roles
- Not disclosed in the 2025 proxy (no other public company directorships listed for Ms. Beinecke) .
Board Governance
- Independence: Determined independent under NYSE standards; 8 of 10 trustees are independent .
- Lead Independent Trustee responsibilities: Liaison to Chair/CEO; presides when Chair not present; approves meeting schedules/agendas/materials; can call meetings of independent trustees; leads self-evaluations; shareholder outreach; succession planning .
- Attendance and engagement: Board met six times in 2024; each trustee attended at least 75% of combined Board/committee meetings; non-management trustees met six times in executive session with Ms. Beinecke presiding; trustees attended the 2024 annual meeting .
- Shareholder engagement: Ms. Beinecke participates in investor meetings as part of Vornado’s ongoing engagement program .
- Governance refreshment: Committee rotation and board refreshment highlighted; Corporate Governance & Nominating Committee charter includes ESG/climate oversight .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer / fees (cash) | $180,000 | Fees earned or paid in cash |
| Equity (restricted units) – grant-date fair value | $138,083 | Dividends paid on vested and unvested units |
| Other compensation | $0 | — |
| Total | $318,083 | — |
- Director stock ownership guidelines: Non-employee trustees must hold equity equal to at least 5x annual cash retainer; all non-employee trustees currently satisfy or are expected to satisfy these guidelines .
Performance Compensation
- Directors receive restricted units; the proxy does not disclose director-specific performance metrics tied to equity awards. Dividends are paid on both vested and unvested restricted unit awards granted to non-management trustees .
- Company-level incentive guardrails and clawback enhancements are described for executives; anti-hedging and anti-pledging policies apply to trustees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed; no interlocking relationships requiring disclosure |
| Executive Committee | Member (with Steven Roth and Russell W. Wight, Jr.); the committee did not meet in 2024 |
| Affiliates and overlapping boards | Alexander’s directors include Messrs. Roth, Mandelbaum, Wight and Ms. Puri; Ms. Beinecke is not listed as an Alexander’s director |
Expertise & Qualifications
- Competency matrix indicates Ms. Beinecke brings Operational experience, Public company experience, Financial literacy, Experience over several business cycles, Capital markets expertise, Investment management, Risk/crisis management, Government/Business conduct/Legal, and Sustainability & Governance; not marked for Accounting Expertise or Industry-specific expertise .
Equity Ownership
| Holder | Beneficial Ownership (Shares & Units) | Percent of Shares | Notes |
|---|---|---|---|
| Candace K. Beinecke | 88,973 | <1% | Includes 53,896 vested and redeemable restricted units within the total (shares-alone count not itemized) |
| Shares outstanding (record date) | 191,948,157 | — | As of March 24, 2025 |
- Pledging/hedging: Company policy prohibits hedging and pledging for trustees; no pledging by Ms. Beinecke is disclosed .
- Ownership guideline compliance: Non-employee trustees meet or are expected to meet 5x cash retainer requirement .
Governance Assessment
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Strengths:
- Independent leadership as Lead Independent Trustee with robust authorities over agendas, information flow, and executive sessions enhances board oversight in a combined Chair/CEO structure .
- Active shareholder engagement and oversight of governance and sustainability through the Corporate Governance & Nominating Committee builds investor confidence .
- Compliance with stringent ownership guidelines aligns director incentives with shareholders .
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Potential Risks / RED FLAGS:
- Combined Chairman/CEO structure persists; while mitigated by an empowered Lead Independent Trustee, investors may scrutinize concentration of authority .
- Complex related-party ecosystem (Interstate Properties and Alexander’s) involves multiple trustees and the CEO; while overseen by policy and committee review, it increases governance complexity even if no specific transactions involve Ms. Beinecke .
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Shareholder sentiment signal: 2024 say-on-pay support was approximately 57%, prompting expanded engagement; Ms. Beinecke (and Compensation Committee leadership) participated in outreach, and the company adjusted practices/communications accordingly .
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Attendance/engagement signal: Board and committee participation thresholds met; six executive sessions presided by Ms. Beinecke reflect independent board functioning .
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Insider compliance: No delinquent Section 16(a) filings reported for trustees .
Overall, Ms. Beinecke’s role as an empowered, engaged Lead Independent Trustee—combined with governance oversight and ownership alignment—supports board effectiveness. Investors should continue to monitor the combined Chair/CEO structure and affiliate transactions elsewhere on the board, noting that established policies and committee reviews aim to mitigate conflicts .