William W. Helman IV
About William W. Helman IV
Independent Trustee of Vornado Realty Trust since 2019; a general partner at Greylock Partners, bringing investment, technology, private equity, capital markets, and public-company board experience to Vornado’s board . The Board has affirmatively determined his independence under NYSE standards; tenure on Vornado’s board dates to his 2019 appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust | Independent Trustee | 2019–present | Member of Compensation Committee; Member of Corporate Governance & Nominating Committee |
| Greylock Partners | General Partner | Not disclosed | Brings investment, technology, private equity, capital markets, and public board experience |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Greylock Partners | General Partner | Investment and technology expertise relevant to capital markets oversight |
No other public-company directorships for Helman are disclosed in Vornado’s proxy; Alexander’s, Inc. directorships are held by other trustees (Roth, Mandelbaum, Wight, Puri), not Helman .
Board Governance
- Independence: The Board determined Helman is independent under NYSE Corporate Governance Standards; eight of ten trustees are independent .
- Committee assignments: Compensation Committee member (Chair: Daniel R. Tisch) and Corporate Governance & Nominating Committee member (Chair: Candace K. Beinecke) .
- Attendance and engagement: The Board held six meetings in 2024; every trustee attended at least 75% of the combined board and committee meetings. Non-management trustees held six executive sessions; all trustees attended the 2024 annual meeting .
- Shareholder engagement: Lead Independent Trustee and Compensation Committee Chair led post–say‑on‑pay outreach; the Compensation Committee (including Helman) signed the CD&A report included in the proxy .
Fixed Compensation
| Component | Amount/Terms | 2024 Helman Actual |
|---|---|---|
| Annual cash retainer (non-management trustees) | $75,000 | $85,000 (retainer plus committee member fees) |
| Committee chair/member fees | Audit Chair $50,000; Audit member $25,000; other committee Chair $30,000; member $5,000 | Member fees reflected in total cash |
| Meeting fees | None disclosed (compensation via retainers and equity) | Not applicable |
Performance Compensation
| Equity Instrument | Terms | 2024 Helman Grant-Date Fair Value |
|---|---|---|
| Annual restricted shares/units (non‑management trustees) | $175,000 grant; not to be sold while serving except limited circumstances | $138,083 (accounting fair value basis in 2024) |
Director equity is time-based and not tied to specific performance metrics; Vornado maintains anti-hedging and anti-pledging policies covering trustees .
Other Directorships & Interlocks
- Interlocks: No compensation committee interlocks requiring disclosure; Helman serves on the Compensation Committee alongside independent trustees (Tisch, McGuire, Hamza Bassey) .
- Affiliate boards: Alexander’s, Inc. directorships are held by Roth, Mandelbaum, Wight, and Puri; Helman is not listed among Alexander’s directors .
Expertise & Qualifications
- General partner at Greylock Partners; contributes investment, technology, private equity, capital markets, and public-company board experience to Vornado’s board .
- Board competencies emphasize financial literacy, capital markets expertise, investment management, risk management, and governance across the board; Helman is one of four newer independent trustees added over the past nine years to refresh skills and perspectives .
Equity Ownership
| Holder | Beneficial Ownership (Shares + Units) | % of Shares | Notes |
|---|---|---|---|
| William W. Helman IV | 56,713 | <1% | Includes 41,513 vested/redeemable restricted units within his beneficially owned total |
| Ownership guidelines (trustees) | Minimum 5x annual cash retainer; five-year compliance window | — | Company states all non‑employee trustees currently satisfy or are expected to satisfy guidelines |
| Hedging/Pledging | Prohibited under company policy | — | Strengthens alignment and reduces risk |
Governance Assessment
-
Positives
- Independent status and service on key oversight committees (Compensation; Corporate Governance & Nominating) support board effectiveness and investor confidence .
- Meaningful equity ownership with vested units and robust ownership guidelines promotes alignment; anti-hedging/anti-pledging policies add discipline .
- Solid engagement record: Board and committee activity levels with executive sessions; all trustees met minimum attendance thresholds and attended the annual meeting .
-
Watch items / potential red flags
- 2024 say‑on‑pay support was 57%, below prior years; as a Compensation Committee member, Helman is part of the group overseeing responsiveness (committee avoided new NEO equity grants in 2024–2025 and committed to broader Development Fee Pool participation), but continued scrutiny is warranted .
- Development Fee Pool could pose perceived conflicts around JV structuring; mitigants include full Board approval of JV transactions and intent to include non‑NEOs in future allocations .
- No related‑party transactions disclosed for Helman; broader related‑party activities involve other trustees (Roth, Mandelbaum, Wight, Puri), which the Board reviews under policy .
Overall, Helman’s independence, committee roles, and ownership alignment are supportive of governance quality; monitoring compensation program responsiveness and JV fee governance remains prudent for investors .