Russell B. Wight, Jr.
About Russell B. Wight, Jr.
Independent trustee of Vornado Realty Trust; long‑tenured board member and general partner of Interstate Properties, a partnership closely affiliated with Vornado. Also serves on the board of Alexander’s, Inc. (NYSE: ALX), an affiliate of Vornado. Vornado’s proxy identifies him as independent under NYSE standards; age and education are not disclosed in the Vornado filings. Years of initial board service are not shown in the excerpts below.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Properties | General Partner | Not disclosed (VNO manages Interstate since 1992) | Interstate and partners collectively owned ~7% of VNO shares; VNO earns a 4% rent-based fee for managing Interstate assets (potential related-party nexus). |
| Alexander’s, Inc. (ALX) | Director | Not disclosed | VNO manages/develops/leases ALX properties under fixed-fee agreements; Interstate and its three GPs (including Wight) beneficially own ~26% of ALX; VNO owns ~32% (interlocks). |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Alexander’s, Inc. (NYSE: ALX) | Director | Board interlock with VNO; VNO provides management, development, and leasing services to ALX under annual agreements. |
| Wight Foundation | Trustee/Controller | Holds 7,207 VNO shares over which Wight has sole voting/investment power. |
Board Governance
- Independence: Determined independent by the Board under NYSE Corporate Governance Standards.
- Committee assignments: Executive Committee member (with Roth and Beinecke). Executive Committee did not meet in 2024; intended for expedient approvals only.
- Attendance: Board held six meetings in 2024; each trustee then in office attended at least 75% of combined board and committee meetings. Non‑management trustees held six executive sessions chaired by the Lead Independent Trustee.
- Lead Independent structure: Lead Independent Trustee (Beinecke) empowered; executive sessions at each regular board meeting.
- Shareholder engagement: After a 57% say‑on‑pay in 2024, Vornado engaged holders of ~68% of shares and adjusted practices (no equity grants to NEOs in 2024/2025; development fee pool broadened).
Fixed Compensation (Director)
Policy and actual 2024 director pay:
| Item | Amount |
|---|---|
| Annual cash retainer (policy) | $75,000 |
| Equity grant (policy value) | $175,000 (restricted shares/units, not to be sold while serving) |
| Committee chair fees | Audit Chair $50,000; other committee chairs $30,000 |
| Committee member fees | Audit $25,000; other committees $5,000 |
| Lead Independent Trustee retainer | $75,000 |
2024 actual compensation for Wight:
| Component | Amount ($) |
|---|---|
| Fees Earned (Cash) | 75,000 |
| Share/Unit Awards (Grant Date Fair Value) | 138,083 |
| Other Compensation | — |
| Total | 213,083 |
Performance Compensation
- Directors do not receive performance‑based compensation; annual equity grants are time‑based restricted shares/units, with no linked operating/TSR metrics for directors.
Other Directorships & Interlocks
| Company | Role | Interlock Details |
|---|---|---|
| Alexander’s, Inc. (ALX) | Director | Vornado manages, develops, and leases ALX properties for fixed fees; Interstate (GPs: Roth, Mandelbaum, Wight) owns ~26% of ALX; VNO owns ~32%. |
| Interstate Properties | General Partner | Vornado manages Interstate assets for a 4% fee on rents; Interstate and partners own ~7% of VNO shares. |
Expertise & Qualifications
Board competency matrix indicates Wight contributes across: operational experience, public company experience, industry expertise, financial literacy, multi‑cycle experience, capital markets, investment management, risk/crisis management, government/business conduct/legal.
Equity Ownership
| Metric | Value |
|---|---|
| Shares and Units Beneficially Owned | 5,878,203 |
| Percent of All Shares | 3.06% |
| Percent of All Shares and Units | 2.90% |
| Vested & redeemable restricted units (included in above) | 51,355 |
| Wight Foundation holdings (additional note) | 7,207 shares; sole voting/investment power |
| Shares owned by spouse/children (disclaimed) | 16,575 (disclaimed beneficial interest) |
| Trustee ownership guideline | 5x annual cash retainer; all non‑employee trustees satisfy or are expected to satisfy |
Governance Assessment
- Committee/role effectiveness: As an independent trustee and Executive Committee member, Wight participates in a governance structure featuring a strong Lead Independent Trustee, regular executive sessions, and annual board/committee evaluations—supportive of oversight quality.
- Alignment and ownership: Significant beneficial ownership (~3.06% of shares) and redeemable restricted units signal strong economic alignment with shareholders; trustee ownership guidelines reinforce alignment.
- Independence with related‑party exposure: Wight’s GP role at Interstate and directorship at Alexander’s create notable interlocks (VNO manages these entities and earns fees). Vornado maintains formal related‑party approval processes through independent committees, mitigating—but not eliminating—conflict risk.
- Shareholder responsiveness: Post‑2024 say‑on‑pay, board engagement led to concrete actions (no NEO equity grants in 2024/2025; expanded development fee pool participation), improving investor confidence.
- RED FLAGS: Related‑party interlocks (Interstate/ALX) require continued robust recusal and committee oversight; monitor any transactions for preferential terms. No Section 16(a) delinquency reported for trustees. Anti‑hedging/anti‑pledging policies in place; no pledging disclosed.
Overall, Wight’s substantial ownership and independent status support alignment, while his Interstate/ALX roles elevate related‑party oversight importance—appropriately addressed by Vornado’s governance controls and committee structures.