David M. Mandelbaum - Trustee | VORNADO REALTY TRUST (VNO) Executive Profile & Compensation

About David M. Mandelbaum

David M. Mandelbaum is an independent Trustee of Vornado Realty Trust and a long-standing figure in the company’s governance network. He also serves as a director of Alexander’s, Inc. and is a general partner of Interstate Properties, alongside Steven Roth and Russell B. Wight, Jr., reflecting deep industry, capital markets, and investment management experience recognized in Vornado’s board competency matrix .

Past Roles

Organization	Role	Tenure	Committees/Impact
Interstate Properties	General Partner	Not disclosed	Vornado manages Interstate’s assets for a fee; Interstate and partners beneficially own ~7% of VNO; related-party oversight in place .
Vornado Realty Trust	Trustee	Not disclosed	Determined independent under NYSE standards; attends board and committee meetings at or above 75% threshold for 2024 .

External Roles

Organization	Role	Tenure	Committees/Impact
Alexander’s, Inc. (NYSE: ALX)	Director	Not disclosed	Interlock with VNO via Interstate and VNO’s ~32% stake; disclosure under related-party framework .

Board Governance

Independence: The Board determined Mandelbaum is independent under NYSE Corporate Governance Standards .
Committee assignments: 2024 rosters list Audit (Puri—Chair; Tisch; Hamza Bassey), Compensation (Tisch—Chair; Helman; McGuire; Hamza Bassey), Corporate Governance & Nominating (Beinecke—Chair; Helman; Puri), and Executive (Roth; Beinecke; Wight). Mandelbaum is not listed on any of these committees for 2024 .
Attendance: The Board held six meetings in 2024; each Trustee then in office attended at least 75% of Board and committee meetings, and all Trustees attended the 2024 Annual Meeting (virtual) .
Voting signal: At the 2025 Annual Meeting, Mandelbaum received 158,958,272 “For” votes; 12,434,608 “Withheld”; broker non-votes 8,405,141 (elected for a one-year term) . Trustees are elected annually with a plurality, with a majority support resignation policy in uncontested elections .

Fixed Compensation

Component	Amount (2024)	Notes
Annual cash retainer	$75,000	Standard for non-management Trustees .
Equity grant (restricted shares/units)	$138,083	Grant date fair value under ASC 718 .
Committee membership fees	$0	Not serving on committees in 2024 rosters .
Total	$213,083	2024 total for Mandelbaum .

Compensation framework for non-management Trustees:

Annual cash retainer $75,000; annual restricted equity grant with market value target $175,000; Lead Independent Trustee +$75,000; Audit Chair +$50,000 and members +$25,000; other committee Chairs +$30,000 and members +$5,000 .

Performance Compensation

Directors do not receive performance-based awards (no options or performance units are indicated for Trustees). Equity is time-based restricted shares/units, not linked to TSR or operational hurdles for Directors .

Performance Metric	Weight	Outcome (Director)
N/A (Director awards)	N/A	Not applicable; directors receive cash retainers and restricted equity only .

Other Directorships & Interlocks

Entity	Nature	Details
Alexander’s, Inc.	Director (interlock)	Interstate and its general partners (Roth, Mandelbaum, Wight) own ~26% of ALX; VNO beneficially owns ~32% of ALX; governance oversight of related-party ties .
Interstate Properties	General Partner	Interstate and partners collectively own ~7% of VNO; VNO manages and leases Interstate assets for a fee (earned $208,000 in 2024) .

Expertise & Qualifications

Board competencies: Operational leadership, public company experience, industry expertise, financial literacy, capital markets, investment management, risk/crisis management, and government/business conduct/legal .

Equity Ownership

Measure	Amount	Notes
Total beneficial Shares & Units	6,879,225	3.58% of Shares; 3.40% of Shares and Units .
Vested & redeemable restricted units	51,355	Included in beneficial ownership total .
Holdings via partnerships/trusts	2,909,252 Shares in partnerships where he is GP; 122,002 Shares in trusts for grandchildren .
Director stock ownership guideline	5x annual cash retainer	Non-employee Trustees currently satisfy or are expected to satisfy .
Pledging/Hedging	Prohibited by policy	Company has anti-hedging and anti-pledging policies .

Governance Assessment

Positives:
- Independent status and high attendance compliance; supports Board effectiveness .
- Significant ownership (~3.58% of Shares), aligning interests with shareholders; Board highlights that three members each own >1% of Shares .
- Clear related-party review and approval processes by independent committees, including Interstate/Alexander’s transactions .
Potential conflicts and RED FLAGS:
- Related-party ground leases:
  - 888 Seventh Avenue ground lease lessor includes entities with family trusts; annual rent ~$3,350,000; Mandelbaum’s indirect personal interest ~2.66% (disclosed, with note of no voting/pecuniary interest in trusts) .
  - Wayne Town Center ground lease owned by family members/trusts; 2024 rent $5,694,570; escalates by CPI or 6%; Mandelbaum has no direct voting/pecuniary interest in these trusts/lease .
- Interlocks with Interstate and Alexander’s (concentrated influence network); mitigated by independence determinations and formal related-party review .
- 2025 trustee vote shows notable withhold level (12,434,608) versus peers, a monitoring point for investor sentiment though majority support achieved .
Director compensation signal:
- Simple, predominantly fixed pay (cash + restricted equity) for Trustees; no tax gross-ups; supports alignment without aggressive risk incentives .

Say-on-Pay & Shareholder Feedback

2025 say-on-pay results: For 155,678,950; Against 14,576,536; Abstain 1,137,394; broker non-votes 8,405,141 .
Company engaged after lower 2024 support (57%), adjusted practices (e.g., no NEO equity grants in 2024/2025 for June 2023 award recipients; clarified Development Fee Pool oversight) .

Equity Ownership & Alignment Analysis

Alignment Factor	Observation
Ownership size	Material personal stake (6.88M Shares/Units), including vested redeemable units .
Guideline compliance	Board guideline at least 5x cash retainer; non-employee Trustees comply or expected to comply .
Pledging/hedging	Prohibited; Board oversight documented .

Related Party Transactions (Detail)

Transaction	Counterparty	Terms	Exposure/Controls
Interstate management	Interstate Properties	Annual fee equal to 4% of annual base & percentage rent; $208,000 earned in 2024 .	Reviewed under related-party policy; board/committee oversight .
888 Seventh Ave ground lease	LLC with family trusts & two unrelated families	Rent ~$3,350,000 per year; Mandelbaum indirect personal interest ~2.66%; no voting/pecuniary interest in family trusts .	Disclosed; independence affirmed; related-party review framework .
Wayne Town Center ground lease	Family members/trusts	2024 rent $5,694,570; increases by CPI or 6%; no direct voting/pecuniary interest .	Disclosed; related-party oversight .

Insider Trades

Section 16 compliance: The company reports no delinquent Section 16(a) filings for Trustees in 2024; confirms timely ownership reporting culture .

Committee Composition Snapshot (2024)

Committee	Members
Audit	Mandakini Puri (Chair), Daniel R. Tisch, Beatrice Hamza Bassey .
Compensation	Daniel R. Tisch (Chair), William W. Helman IV, Raymond J. McGuire, Beatrice Hamza Bassey .
Corporate Governance & Nominating	Candace K. Beinecke (Chair), William W. Helman IV, Mandakini Puri .
Executive	Steven Roth (Chair), Candace K. Beinecke, Russell B. Wight, Jr. .

Governance Implications

Board effectiveness: Independent, high-attendance trustee with significant ownership and broad financial/industry competencies; supports investor confidence .
Conflicts: Family-linked ground leases and Interstate/Alexander’s interlocks are material exposures; however, these are transparently disclosed, subject to independent review, and the Board maintains robust related-party policies. Investors should monitor continuing oversight and voting outcomes but note policy safeguards .