Daniel R. Tisch
About Daniel R. Tisch
Independent Trustee of Vornado Realty Trust; Chair of the Compensation Committee and member of the Audit Committee. The Board has determined he is independent under NYSE standards and an “audit committee financial expert” under SEC rules, indicating deep financial oversight credentials . Biographical items such as age and education were not disclosed in the portions of the latest proxy we reviewed; the proxy notes that detailed trustee biographies are included but not reproduced here .
Past Roles
Not disclosed in the portions of the latest proxy reviewed; the proxy references trustee biographies but does not include Mr. Tisch’s background in the sections retrieved .
External Roles
Not disclosed in the portions of the latest proxy reviewed; no other public company directorships for Mr. Tisch were identified in the retrieved sections (Alexander’s directors named do not include Mr. Tisch) .
Board Governance
- Independence: Determined independent by the Board under NYSE standards .
- Committee assignments:
- Compensation Committee: Chair; the committee held one meeting in 2024 .
- Audit Committee: Member; the committee held four meetings in 2024; designated “audit committee financial expert” .
- Board engagement/attendance: Board held six meetings in 2024; each Trustee then in office attended at least 75% of the combined Board and committee meetings; non‑management Trustees met six times in executive session .
- Shareholder engagement: Following a 57% say‑on‑pay support result at the 2024 annual meeting, the company conducted extensive outreach; the Lead Independent Trustee and/or the Chair of the Compensation Committee participated in discussions with several large shareholders .
- Related‑party/Interlocks: The proxy states there are no compensation committee interlocks requiring SEC disclosure; related‑party transactions described (Interstate, Alexander’s) do not involve Mr. Tisch .
Committee roles and activity
| Committee | Role | 2024 Meetings | Key Oversight Notes |
|---|---|---|---|
| Compensation | Chair | 1 | Sets executive pay, administers share plans; Chair participated in shareholder outreach on pay |
| Audit | Member; Audit Committee Financial Expert | 4 | Oversees financial reporting, auditor independence; signed Audit Committee report |
Fixed Compensation
Director compensation (non‑management) – cash retainers and equity grants:
| Year | Cash Fees ($) | Share/Unit Awards Fair Value ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 138,083 | — | 268,083 |
| 2023 | 130,000 | 137,553 | — | 267,553 |
Notes: Equity values are grant‑date fair value under ASC 718; dividends are paid on vested and unvested restricted share/unit awards .
Performance Compensation
As Compensation Committee Chair, Mr. Tisch oversees performance‑linked pay programs for executives. Key metrics and structures currently in use:
| Metric/Plan Element | Role in Pay Program |
|---|---|
| FFO (as adjusted) | Funds the annual bonus pool (threshold and 1.75% cap of FFO, as adjusted); 2024 pool capped at $8.5M; paid $7.5M (1.5% of FFO, as adjusted) |
| TSR (absolute and relative) | Core metric in OPP/LTPP designs; 2021 OPP paid ~68% of max based on TSR outperformance; 2022 LTPP earned ~64% of max |
| Operational metrics | Used alongside TSR in LTPP (e.g., NOI at share, FFO, development/leasing progress) |
| Sustainability metrics | Incorporated into 2022–2023 LTPPs (e.g., GHG reductions, GRESB score, LEED) |
| Anti‑hedging/pledging; clawback | Company maintains anti‑hedging and anti‑pledging policies (covering Trustees) and an enhanced clawback policy |
Other Directorships & Interlocks
- No compensation committee interlocks requiring disclosure; the proxy expressly states none exist .
- Cross‑directorships noted in the proxy (Interstate, Alexander’s) do not include Mr. Tisch; his independence was affirmed after considering relationships .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition), with NYSE “financial management expertise” – signals strong accounting/finance oversight capability .
- Board’s skills matrix attributes him with financial literacy, operational and capital markets expertise (matrix shows broad competencies for Trustees, including Mr. Tisch) .
Equity Ownership
Beneficial ownership and alignment:
| Holder | Shares & Units Beneficially Owned | % of Shares | Notes |
|---|---|---|---|
| Daniel R. Tisch | 106,069 | * (<1%) | Includes 50,000 held via a foundation over which he controls voting/disposition but disclaims pecuniary interest ; includes 51,069 vested/redeemable restricted units |
Ownership alignment policies:
- Non‑employee Trustees must hold Company equity equal to at least 5× annual cash retainer; all non‑employee Trustees currently satisfy or are expected to satisfy the guideline .
- Anti‑hedging and anti‑pledging policies apply to Trustees; no hedging/pledging by directors is permitted under policy .
- Section 16 compliance: No delinquent filings reported for 2024/through proxy mailing .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~57% (prompted expanded outreach) .
- 2025 say‑on‑pay vote results: For 155,678,950; Against 14,576,536; Abstain 1,137,394; Broker non‑votes 8,405,141 .
- Engagement: Lead Independent Trustee and/or Compensation Committee Chair participated in investor discussions; committee committed to consider feedback in future pay designs .
Shareholder Support for His Election
2025 Annual Meeting voting for Trustees:
| Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Daniel R. Tisch | 162,212,329 | 9,180,551 | 8,405,141 |
Governance Assessment
- Positives: Independent status, Audit Committee Financial Expert designation, and chairing the Compensation Committee position him at the center of financial and pay oversight; strong 2025 re‑election support; robust ownership rules, anti‑hedging/pledging, and enhanced clawback mitigate alignment risks .
- Watch items: As Comp Committee Chair, he stewards a pay program that faced below‑typical support in 2024; the committee undertook extensive outreach and committed to adjust designs as warranted—investors should monitor follow‑through and future say‑on‑pay outcomes .
- No red flags identified specific to Mr. Tisch: no related‑party transactions disclosed for him; no interlocks; no delinquent filings .