Steven Roth
About Steven Roth
Steven Roth is Chairman and Chief Executive Officer of Vornado Realty Trust (VNO), serving as Chairman since 1989 and CEO since April 2013 (also CEO from 1989–2009), and Managing General Partner of Interstate Properties since 1968; he is also Chairman and CEO of affiliate Alexander’s, Inc. . He is 82 years old as reported in Vornado’s FY2023 Form 10-K executive officer roster . Recent performance metrics used by the Board and in incentive plans include Total Shareholder Return (TSR) and FFO per share: Vornado’s TSR in 2024 was 51.3% versus 31.4% for NY REIT peers and 21.5% for the FTSE NAREIT Office Index, and FFO as adjusted per share tracked at $2.26 (2024), $2.61 (2023), $3.15 (2022), $2.86 (2021), $2.62 (2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vornado Realty Trust | Chairman of the Board; CEO (2013–present; 1989–2009) | Chairman since 1989; CEO since 2013 (also 1989–2009) | Led strategy across multiple cycles; oversight of Penn District redevelopment and capital allocation |
| Vornado Board Executive Committee | Chairman | Since April 1980 | Holds certain Board powers between meetings; used sparingly (no meetings in 2024) |
| Interstate Properties | General Partner; Managing General Partner | Since 1968 | Longstanding GP of real estate investment partnership aligned with Vornado affiliates |
| Alexander’s, Inc. | Chairman & CEO; Director | CEO since Mar-1995; Chairman since May-2004; Director since 1989 | Affiliate oversight; Vornado manages Alexander’s properties under fee arrangements |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alexander’s, Inc. (NYSE: ALX) | Chairman & CEO; Director | 1995–present (CEO); Director since 1989 | Affiliate; Vornado owns ~32%, manages/leasing under agreements |
| Urban Edge Properties | Trustee | 2015–May 2023 | Spinoff of Vornado’s shopping center business; retired 2023 |
| JBG SMITH Properties | Chairman of the Board | Jul 2017–May 2021 | Spinoff of Vornado’s D.C. business |
Board Governance (dual-role implications)
- Structure: Combined Chairman/CEO with a strong Lead Independent Trustee (Candace K. Beinecke) elected annually with defined authorities (agenda/materials approval; presides executive sessions; investor outreach) . 80% of Trustees are independent; only current and former CEOs are non-independent .
- Committees: Roth chairs the Executive Committee and is not a member of Audit, Compensation, or Corporate Governance & Nominating (all independent) .
- Attendance: The Board met 6 times in 2024; all Trustees attended at least 75% of Board and committee meetings; non-management Trustees met six times in executive session .
- Director fees: Roth receives no compensation for Board service (management Trustee) .
- Board view of external board: Board determined Roth’s service on Alexander’s board benefits Vornado due to affiliate management and overlapping shareholder base .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 822,419 | 1,000,000 | 1,000,000 |
| Cash and/or Equity Bonus ($) | 1,500,000 | 3,700,000 | 1,500,000 |
| Notes | 2022 salary includes restricted units in lieu of cash (80% election) | Bonus includes $2.2m Development Fee Pool allocation (see below) | No equity grants to NEOs in 2024 |
Program design notes:
- Base salary: CEO salary has remained $1,000,000 since 2001 (no increases in over 20 years) .
- Annual incentive pool: Funded only if FFO (as adjusted) ≥ 65% of prior year; cap at 1.75% of FFO (as adjusted); 2024 payout to senior executives set at 1.5% ($7.5m) despite an $8.5m cap .
- Development Fee Pool: 40% of net development fees from third parties; initial $6.4m pool from 350 Park Avenue JV; Roth allocation $2.2m in 2023 .
Performance Compensation
- Plan architecture:
- Long-Term Performance Plan (LTPP): 50% relative TSR; 50% operational (FFO per share, sustainability metrics); absolute TSR modifier; earned awards vest 50%/50% in years 3 and 4 and are subject to added holding (CEO 3 years) .
- Outperformance Plan (OPP): Earned on absolute and relative TSR over multi-year periods .
- June 2023 Equity Awards: Front-loaded grants of LTIPs (time-based) and Performance AO LTIP Units (option-like; strike $16.87; require sustained share price increase 75% above grant) with back-ended vesting (LTIPs 50% at year 3 and 4 + 1-year lock; AO LTIP Units 20% at year 3, 80% at year 4; 10-year term) .
| Award/Metric (Steven Roth) | Weighting | Target | Actual/Result | Payout/Units | Vesting |
|---|---|---|---|---|---|
| 2021 OPP (relative/absolute TSR) | N/A | N/A | Company TSR 36.4% vs peer index 9.14% over period | Earned 303,352 OPP units + 44,339 dividend units | 50% 1/12/2025; 50% 1/12/2026 |
| 2022 LTPP – Operational (FFO per share, sustainability) | 50% | Not disclosed | Earned 40,891 units (plus dividends 8,567) | 40,891 (operational) + 8,567 dividend | 50% 1/12/2025; 50% 1/12/2026 |
| 2022 LTPP – Relative TSR (Dow Jones Office) | 25% | Not disclosed | Earned 39,780 units | 39,780 | 50% 1/12/2025; 50% 1/12/2026 |
| 2022 LTPP – Relative TSR (Northeast Peer) | 25% | Not disclosed | Earned 37,649 units | 37,649 | 50% 1/12/2025; 50% 1/12/2026 |
| 2023 LTPP – Operational (earned vs subject to modifier) | 50% | Not disclosed | Earned 107,908; 46,246 outstanding subject to absolute TSR | 107,908 earned; 46,246 outstanding | If earned, 50% 1/11/2026; 50% 1/11/2027 |
| 2023 LTPP – Relative TSR (Dow Jones Office) | 25% | Not disclosed | 79,993 outstanding (if earned) | 79,993 (outstanding) | If earned, 50% 1/11/2026; 50% 1/11/2027 |
| 2023 LTPP – Relative TSR (Northeast Peer) | 25% | Not disclosed | 79,993 outstanding (if earned) | 79,993 (outstanding) | If earned, 50% 1/11/2026; 50% 1/11/2027 |
| 2023 Performance AO LTIP Units | N/A | Strike $16.87 | 2,625,000 units outstanding (option-like) | 2,625,000 | 20% vests 6/29/2026; 80% vests 6/29/2027; exercisable up to 6/29/2033 |
| 2023 LTIPs (time-based) | N/A | N/A | 437,500 unvested | 437,500 | 50% vests 6/29/2026; 50% vests 6/29/2027; each tranche +1-year lock |
Annual incentive pool mechanics:
| Feature | Design Detail |
|---|---|
| Funding threshold | FFO (as adjusted) at least 65% of prior year |
| Cap | Aggregate pool capped at 1.75% of FFO (as adjusted) |
| 2024 outcome | Pool capped at $8.5m; awarded $7.5m (1.5% of FFO as adjusted) |
Governance/practices affecting performance pay:
- No equity grants to NEOs in 2024 or 2025 (front-loaded June 2023 awards) .
- Enhanced clawback (beyond NYSE rule) permits recoupment for policy violations, bad faith, or improper personal benefit .
- Anti-hedging and anti-pledging policies apply to Trustees and executive officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,128,163 Shares/Units; 4.20% of outstanding Shares; 4.01% of all Shares and Units |
| Key components (footnotes) | Includes holdings via an LLC (3,109,551 Shares and 1,163,981 Units), 4,615 Units held personally, and 3,873 Shares in the Daryl and Steven Roth Foundation; excludes 42,350 Shares held by spouse |
| Vested & redeemable restricted units | 89,823 units |
| Earned & vested OPP/LTPP units | 237,288 units (earned and vested OPP/LTPP) |
| Earned & unvested units | OPP earned but unvested: 173,846; 2022 LTPP earned but unvested: 63,444 |
| 2023 LTPP unearned | 314,140 units unearned/unvested (subject to performance) |
| Unvested restricted units | 437,500 units (June 2023 LTIPs) |
| Performance AO LTIP Units | 2,625,000 unexercised; strike $16.87; expire 6/29/2033 |
| Ownership guidelines | CEO must hold equity ≥ 6x salary; all NEOs satisfy guidelines |
| Hedging/pledging | Company prohibits hedging and pledging by Trustees and executive officers |
Upcoming vesting/supply overhang (potential insider selling pressure):
| Award | Quantity | Next Vesting Dates |
|---|---|---|
| 2022 LTPP (earned) | 40,891 (operational) + 39,780 + 37,649 + 8,567 (dividends) | 50% on 1/12/2025; 50% on 1/12/2026 |
| 2023 LTPP (if earned) | 107,908 earned (operational); 46,246 subject to absolute TSR; 79,993 + 79,993 TSR tranches outstanding | If earned, 50% on 1/11/2026; 50% on 1/11/2027 |
| 2023 LTIPs (time-based) | 437,500 | 50% on 6/29/2026; 50% on 6/29/2027 (each +1-year transfer lock) |
| 2023 Performance AO LTIP Units | 2,625,000 | 20% on 6/29/2026; 80% on 6/29/2027; performance/exercise value depends on sustained price > $16.87 |
Employment Terms
| Term | Steven Roth |
|---|---|
| Employment agreement | None; Roth does not have an employment agreement |
| Severance (illustrative) | If involuntary not-for-cause or good reason termination on 12/31/2024, estimated severance $4,302,885; based on 44.75 years of service (two weeks of salary + average bonus per year of service) |
| Equity upon CoC | Double-trigger: unvested equity vests only upon qualifying termination following change of control; June 2023 awards have tiered vesting upon retirement/death/disability/good reason/without cause (50%/75%/100% based on timing), with performance continuing to apply to Performance AO LTIPs |
| Clawback | Enhanced clawback policy in addition to NYSE rule |
| Anti-hedging/pledging | Prohibited for Trustees and executives |
| Perquisites (2024) | Transportation (car/driver) $291,931; supplemental life insurance $42,031; 401(k) match $22,875 |
Related Party Transactions (governance red flags to monitor)
- Interstate Properties (Roth, Mandelbaum, Wight are GPs): Vornado manages/leasing Interstate assets for fees; $208,000 management fees in 2024 .
- Alexander’s: Vornado provides management, development, leasing and other services; 2024 fees included $2.8m management, $472k development, $6.084m leasing, $6.053m property/cleaning/engineering/security .
- Ground leases tied to Mandelbaum family trusts (888 Seventh Avenue; Wayne Town Center) with disclosed rental terms; Roth family’s Daryl Roth Productions is a tenant at market terms (2024 rent $522,317 and $13,054 IT services) .
- Airplane usage: Vornado reimbursed a Roth-owned company $118,900 for business use; an additional $309,574 paid for Mr. Chera’s medical-related travel on Roth’s aircraft .
- Crown-affiliated JVs (related to EVP Chera) disclosed with nominal minority interests .
All related party transactions are subject to Board or independent committee review under the Company’s policy .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~57% approval; Board conducted extensive outreach with holders of ~68% of Shares and incorporated feedback .
- Actions taken: No equity grants to June 2023 award recipients in 2024 or 2025; commitment to include non-NEOs in future Development Fee Pool allocations; JV development fee transactions must be approved by the Board .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation relied on salary and cash bonus (no new equity), materially reducing “Total Direct/Realizable” compensation versus 2023’s front-loaded equity awards .
- Shift to option-like instruments: June 2023 awards allocated 75% to Performance AO LTIP Units (strike $16.87) and 25% to time-based LTIPs, back-weighted vesting for retention and performance alignment .
- Program rigor: Multiple historical performance equity programs (OPP 2015–2018; Performance AO LTIP 2019) did not meet hurdles and were forfeited; 2021 OPP earned at ~68% of max; 2022 LTPP earned ~64% of max—evidence of performance gating .
- Peer benchmarking: Compensation Committee uses FTI Consulting; does not target a specific percentile; peer data informs an appropriate range, considering size and performance .
Investment Implications
- Alignment/retention: Roth’s sizable beneficial ownership (4.20% of Shares) and significant unvested and performance-gated awards create meaningful alignment and medium-term retention; anti-hedging/pledging and 6x-salary ownership guidelines further support alignment .
- Supply overhang: Concentrated vesting in 2026–2027 (June 2023 LTIPs and AO LTIPs; 2023 LTPP if earned) could increase executive-related share supply; CEO LTPP holdings face additional holding periods, partially mitigating resale timing .
- Pay-for-performance: Recent TSR outperformance (2024: 51.3%) translated to realized performance unit vesting (2021 OPP; 2022 LTPP), while rigorous hurdles historically led to forfeitures—supportive of incentive integrity .
- Governance risk balance: Dual Chairman/CEO role balanced by an empowered Lead Independent Trustee and independent committees; nonetheless, multiple related-party arrangements (Interstate, Alexander’s, ground leases) warrant ongoing monitoring for conflicts (Board/committee oversight is in place) .
- Shareholder sentiment: 57% say-on-pay is a caution signal; the Board’s response (front-load pause; Dev Fee Pool governance) and continued engagement should be tracked for improved support trends .