Raymond J. McGuire
About Raymond J. McGuire
Independent Trustee of Vornado Realty Trust since 2022; currently President of Lazard, Inc., and formerly Vice Chairman of Citigroup and Chairman of Citi’s Banking, Capital Markets and Advisory (BCMA). Brings deep investment, financial, capital markets and strategic experience to Vornado’s Board; classified as independent under NYSE rules. Tenure on Vornado’s Board began in 2022; independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Vice Chairman; Chairman of Banking, Capital Markets and Advisory (BCMA) | Not disclosed | Senior banking leadership; strategic and capital markets expertise cited in VNO proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lazard, Inc. | President | Current | Current operating role; no related-party transactions with Vornado disclosed in proxy |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; 8 of 10 trustees are independent.
- Committee assignments: Member, Compensation Committee (committee met once in 2024; Chair: Daniel R. Tisch; other members: William W. Helman IV, Beatrice Hamza Bassey).
- Attendance/engagement: Each trustee attended at least 75% of combined Board and committee meetings in 2024; all trustees attended the 2024 annual meeting (virtual). Non‑management trustees held six executive sessions.
- Expertise: Board skills matrix attributes include operational, public company experience, industry expertise, financial literacy, experience across cycles, capital markets, investment management, risk/crisis management, accounting expertise, government/business conduct/legal, and sustainability/governance.
- Share ownership guidelines: Non‑employee trustees must hold equity equal to at least 5x annual cash retainer within five years.
- Anti-hedging/anti-pledging and clawback: Company maintains anti‑hedging and anti‑pledging policies for trustees and enhanced clawback policies.
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Cash fees paid | $80,000 |
| Equity grant (grant-date fair value) | $138,083 |
| Total director compensation | $218,083 |
Director fee framework in 2024:
- Base annual cash retainer: $75,000; annual equity grant: $175,000 (restricted shares/units, not to be sold while serving, subject to plan terms).
- Additional retainers: Lead Independent Trustee ($75,000); Audit Chair ($50,000); Audit Committee member ($25,000); Chair of other committees ($30,000); member of other committees ($5,000).
- McGuire’s $80,000 cash aligns with base $75,000 plus $5,000 Compensation Committee member fee.
Performance Compensation (Director)
- Vornado does not use performance‑conditioned metrics for director pay; equity for trustees is time‑based restricted shares/units under the omnibus plans.
Other Directorships & Interlocks
- The proxy highlights interlocks primarily involving Interstate Properties and Alexander’s; McGuire is not listed among trustees with those interlocks. No McGuire‑specific related‑party transactions are disclosed.
Expertise & Qualifications
- Capital markets and strategic leadership (current President of Lazard; prior Citi BCMA Chair).
- Board skill matrix ticks for McGuire include: operational, public company experience, industry expertise, financial literacy, experience across cycles, capital markets, investment management, risk/crisis, accounting expertise, government/business conduct/legal, sustainability/governance.
Equity Ownership
| Holder | Shares/Units Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Raymond J. McGuire | 33,384 | <1% | Company-wide trustees must hold at least 5x cash retainer over five years; non‑employee trustees currently satisfy or are expected to satisfy. |
Governance Assessment
- Positives: Independent status, deep capital markets background, and service on a fully independent Compensation Committee support board effectiveness and oversight.
- Engagement: Board reports all trustees met at least the 75% attendance threshold; non‑management executive sessions held six times in 2024, indicating active independent oversight.
- Alignment: Director pay mix skews toward equity (annual restricted share/unit grant), and trustees must meet robust ownership guidelines (5x cash retainer). Anti‑hedging/anti‑pledging and enhanced clawback policies further align incentives.
- Compensation oversight signal: 2024 say‑on‑pay support was 57%; Board (including Compensation Committee on which McGuire serves) engaged extensively with holders representing ~68% of shares and took responsive actions (e.g., no new NEO equity in 2024–2025; governance around Development Fee Pool).
- Conflicts/related‑party: No McGuire‑specific related‑party transactions disclosed; related‑party policies require review/approval of any such transactions.
- RED FLAGS: None specific to McGuire identified in the proxy; broader shareholder sensitivity persists around executive awards (June 2023 equity awards; Development Fee Pool), though the Board has disclosed mitigations and oversight steps.