Michael D. Fascitelli
About Michael D. Fascitelli
Independent director at Vornado Realty Trust since December 1996; former President (1996–2013) and CEO (2009–2013) of Vornado . Age 68 in 2025 (from Invitation Homes proxy) . Deep real estate, capital markets, and operating experience, including prior Goldman Sachs partner leading real estate practice (1992–1996) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust | President; Chief Executive Officer | President: 1996–Apr 2013; CEO: May 2009–Apr 2013 | Led strategy and operations through multiple real estate cycles |
| Alexander’s, Inc. (affiliate of VNO) | President | Dec 1996–Apr 2013 | Oversaw REIT operations; affiliate governance |
| Goldman Sachs & Co. | Partner, led real estate practice | 1992–1996 | Capital markets, real estate advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invitation Homes (NYSE: INVH) | Director; Chairperson of the Board | Director since 2017; Chair since May 2021 | Independent Chair; extensive governance leadership |
| Radius Global Infrastructure (NASDAQ: RADI) | Co‑founder; former Co‑Chairman | — | Infrastructure ground lease aggregator |
| Quadro Partners (formerly Cadre) | Chair, Investment Committee; Senior Advisor; Board Member | Since Dec 2014 | Real estate investment platform governance |
| The Rockefeller University; Urban Land Institute; University of Rhode Island | Board/Trustee | — | Industry and academic boards; URI Board of Trustees member |
Board Governance
- Independence status: Not independent; Vornado states only current and former CEOs are non‑independent (he is a former CEO) .
- Committee memberships: Not listed as member of Audit (Puri Chair; Tisch; Hamza Bassey) , Compensation (Tisch Chair; Helman; McGuire; Hamza Bassey) , Corporate Governance & Nominating (Beinecke Chair; Helman; Puri) , or Executive (Roth; Beinecke; Wight) .
- Attendance: 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 the Lead Independent Trustee .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 75,000 | Non‑management trustee fee |
| Equity grant (restricted units/shares) | 138,083 | Grant date fair value (FASB ASC 718) |
| Other compensation | 209,386 | Incremental cost of secretarial services and office space provided to Fascitelli at a Vornado property |
| Total | 422,469 | Sum of components |
- Director stock ownership guidelines: Non‑employee trustees required to hold equity ≥5× annual cash retainer within five years; all non‑employee trustees satisfy or are expected to satisfy .
Performance Compensation
| Metric | Structure | Vesting / Holding | Notes |
|---|---|---|---|
| Director equity (restricted units) | Annual grants of Operating Partnership restricted units | Immediate vesting; not transferable until no longer a Board member; any redeemed shares must be held until departure from Board | Fascitelli Form 4: 7,400 restricted units granted on May 23, 2024 (Code A) with immediate vest; holding restrictions as noted |
Vornado’s director compensation is not tied to operational/TSR performance metrics; equity awards function as time‑based/holding‑restricted alignment tools .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Risk |
|---|---|---|
| Invitation Homes (INVH) | Chair of the Board; Director | Residential REIT; no direct disclosed transactional interlocks with Vornado’s office/retail portfolio |
| Radius Global Infrastructure | Former Co‑Chairman | Infrastructure site leases; no disclosed VNO transactions |
| Quadro/Cadre | Investment Committee Chair; Advisor; Board Member | Private real estate platform; no disclosed VNO transactions |
| Alexander’s, Inc. | Former President | Current VNO trustees (Roth, Mandelbaum, Wight, Puri) serve on ALX board; Fascitelli not listed as current ALX director in 2025 proxy |
- Vornado discloses no compensation committee interlocks requiring SEC disclosure .
Expertise & Qualifications
- Real estate operations, investment management, capital markets, risk/crisis management; accounting/financial literacy (Board competency matrix lists Fascitelli across operational, public company experience, industry expertise, capital markets, investment management, risk/crisis management, accounting, legal/governance, sustainability/governance) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial Shares + Units | 1,361,517 | Less than 1% of Shares and Shares+Units |
| Vested & redeemable restricted units included | 47,017 | Included in beneficial ownership count |
| Shares held via LLC | 175,878 | Beneficial ownership includes LLC holdings |
| Ownership % of Shares outstanding | * | “Less than 1%” flagged in proxy table |
| Anti‑hedging / anti‑pledging policy | In place | Company policy for trustees and officers |
Governance Assessment
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Independence/role: As a former CEO, Fascitelli is classified non‑independent; this reduces independent presence on the Board but is explicitly acknowledged by Vornado’s governance framework (80% independent overall; only current/former CEOs non‑independent) .
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Attendance and engagement: Met at least 75% attendance threshold; participated in a Board with regular executive sessions and shareholder engagement responsiveness (Board engaged after 57% 2024 say‑on‑pay vote) .
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Ownership alignment: Significant beneficial ownership and ongoing annual restricted unit grants with holding requirements support alignment; director ownership guidelines require ≥5× retainer .
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Potential conflicts and RED FLAGS:
- Non‑independent status (former CEO) can raise perceived conflict risk in compensation/related‑party oversight; mitigated by fully independent standing committees .
- Perquisites: Company provides secretarial services and office space to Fascitelli (incremental cost $209,386 in 2024) – atypical for a non‑employee director and a governance sensitivity point .
- Related‑party transaction policy exists; Board/independent committees review such items; broader related‑party examples in proxy include aircraft use arrangements for another executive routed through a Roth‑owned entity, underscoring sensitivity to related‑party oversight .
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Signals affecting investor confidence:
- Board responsiveness: Material shareholder outreach after low say‑on‑pay (57% support) with stated program adjustments; committee independence maintained .
- No delinquent Section 16 reports; Fascitelli properly reported 2024 director equity grant and 2025 filing activity .