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Vornado Investors Balk At Steven Roth's $20M Pay Package

A street-level rendering of 350 Park Ave., the 1.8M SF tower planned by Vornado, Rudin and Ken Griffin.

Vornado Realty Trust shareholders are pushing back against CEO Steven Roth’s multimillion-dollar payday.

Over 40% of investors voted against the publicly traded New York City commercial real estate giant's proposal to double Roth’s annual payment to $19.7M last week. The vote strays from common practice, as the average shareholder support for pay packages of CEOs on the Russell 3000 index is 92%, Crain’s New York Business reported.

At Vornado’s annual meeting, Institutional Shareholder Services recommended investors vote against Roth’s pay due to “unmitigated pay-for-performance misalignment.”

Roth’s compensation is largely made up in shares and stock options but also includes $3.7M in a cash bonus. In December, Roth received a $2.2M bonus for the redevelopment of 350 Park Ave. — a project that isn't expected to begin construction until next year or be completed until 2032.

Last year, 23% of shareholders voted against Roth’s compensation. 

At the same time, the REIT has struggled as its portfolio’s occupancy has dipped. The company reported a net loss of $9M in the first quarter after turning a $5.2M profit during the same time last year.

Vornado recently cut its dividend payout by 68% due to falling earnings, according to Crain’s. It suspended dividend payouts to common shareholders for the majority of 2023.

Public companies are required to have shareholders vote on the compensation of top executives, but the votes are non-binding.

A public filing by Vornado said that bonuses, such as those that Roth received, will be made on an episodic basis, not annually, due to the “large scale and duration of development projects.”

“All Development Fee Pool allocations must be approved by the Compensation Committee and, consistent with historical practice, the material terms of all joint venture transactions, including any development fee arrangements, must be approved by our Board of Trustees,” the company’s SEC filing said.

Three other Vornado executives also received $1.4M bonuses in connection to the 350 Park Ave. project, which came out of a $25M initial payment Vornado received when the development deal with Citadel founder Ken Griffin and Rudin closed.

The joint venture is moving forward with a 62-story, 1.8M SF office tower, 800K SF of which would be occupied by Citadel and Citadel Securities.