Mandakini Puri
About Mandakini Puri
Mandakini Puri is an independent trustee of Vornado Realty Trust and Chair of its Audit Committee since 2020, designated by the Board as an “audit committee financial expert” under SEC rules, and also serves on the Corporate Governance and Nominating Committee . She is a director of Alexander’s, Inc., creating an interlock within Vornado’s affiliate network where Vornado manages Alexander’s properties and earns fees . The proxy does not disclose age or education. Her current board tenure includes election for the 2025–2026 term; independence was affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust | Audit Committee Chair; Trustee | Audit Chair since 2020; trustee standing for election 2025–2026 | Audit Committee oversight and report signatory; designated audit committee financial expert |
| Vornado Realty Trust | Member, Corporate Governance & Nominating Committee | 2024–present (committee met once in 2024) | Oversees governance principles, board evaluations, trustee compensation, and succession planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alexander’s, Inc. (NYSE: ALX) | Director | Current | Vornado beneficially owns ~32% of ALX; Interstate partners own ~26%; Vornado manages and earns fees from ALX, creating interlocks to monitor |
Board Governance
- Independence: The Board determined Puri is independent under NYSE Corporate Governance Standards; eight of ten trustees are independent .
- Committee assignments: Audit Committee Chair; member of Corporate Governance & Nominating Committee .
- Audit Committee expertise: Puri designated an “audit committee financial expert” (SEC Reg S-K); audit oversight report signed by Puri (with Hamza Bassey and Tisch) .
- Attendance: The Board held six meetings in 2024; each trustee attended at least 75% of combined Board and committee meetings; all trustees attended the 2024 annual meeting .
- Executive sessions: Non-management trustees met six times in 2024; presided by Lead Independent Trustee .
- Ownership guidelines: Non‑employee trustees must hold equity worth ≥5× annual cash retainer within five years; trustees currently satisfy or are expected to satisfy .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 75,000 | Standard non‑management trustee cash retainer |
| Audit Committee Chair retainer | 50,000 | Committee chair fee |
| Corporate Governance & Nominating Committee member retainer | 5,000 | Committee member fee |
| Total cash fees | 130,000 | As reported for Puri |
| Equity grant (restricted shares/units) – grant date fair value | 138,083 | Director equity grant; accounting fair value differs from $175,000 target retainer |
| Total 2024 director compensation | 268,083 | Sum of cash + equity grant |
Notes:
- Standard director equity retainer is $175,000 measured at market grant value; accounting grant-date fair value reported as $138,083 per FASB ASC 718 .
- No meeting fees beyond retainers; additional fees apply only for chair/member roles .
Performance Compensation
- Non‑management trustees do not receive performance‑based pay; equity grants are time‑based restricted shares/units per director program .
Other Directorships & Interlocks
| Entity | Relationship | Economics | Governance Implication |
|---|---|---|---|
| Alexander’s, Inc. | Puri is a director; Vornado is manager/developer/leasing agent | 2024 fees paid by ALX to Vornado/BMS: $2.8M management; $472k development; $6.084M leasing; $6.053M services; plus $5.5M leasing commission override on Bloomberg renewal; ALX owed VNO ~$1.159M at YE 2024 | Interlock warrants scrutiny; Board/committees review related-party transactions per Code and policy |
Expertise & Qualifications
- Audit committee financial expert per SEC rules; financially literate with accounting/financial management expertise (as determined by Board) .
- Skills matrix shows Puri contributes financial literacy, capital markets, investment management, risk/crisis management, accounting expertise, and sustainability/governance competency .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares/units | 44,445 | Includes vested and redeemable restricted units; percent of shares outstanding is less than 1% |
| Vested vs. unvested | 44,445 vested/redeemable restricted units; no unvested units disclosed for Puri | As detailed in ownership footnote |
| Anti‑pledging/hedging policy | Company prohibits hedging and pledging by trustees and executives | |
| Director equity ownership guideline | ≥5× annual cash retainer; trustees satisfy or are expected to satisfy |
Governance Assessment
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Strengths:
- Independence and oversight credentials: Audit Committee Chair with “financial expert” designation; robust committee duties and audit oversight .
- Engagement/attendance: Board and committees met regularly; all trustees attended annual meeting; Puri participates in governance committee work .
- Ownership alignment: Mandatory stock ownership guidelines; anti‑hedging/anti‑pledging; annual equity grants to trustees .
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Potential conflicts and monitoring:
- Alexander’s interlock: Puri serves on ALX board while Vornado earns fees and manages ALX; Board has policies and committee review processes for related-person transactions and approves material terms, but ongoing oversight is critical for independence optics .
- Affiliate network concentration: Interstate partners overlap across VNO and ALX; Board independence affirmed and related‑party approvals in place, but investors should monitor fee arrangements and commission overrides like the $5.5M Bloomberg renewal .
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Shareholder sentiment context:
- 2024 say‑on‑pay received ~57% support; Board engaged holders representing ~68% of outstanding shares and adjusted practices (e.g., clarity on development fee pool and front‑loaded awards); governance responsiveness is positive, but sustained monitoring remains warranted .
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RED FLAGS to watch:
- Cross‑board interlocks with fee flows (ALX) .
- Any future deviations from anti‑hedging/anti‑pledging or equity ownership guidelines (policy strong today) .
Overall, Mandakini Puri’s audit leadership, financial expertise, independence status, and equity ownership alignment support board effectiveness; the Alexander’s interlock necessitates continued robust related‑party governance and transparent disclosures to protect investor confidence .