Independent
Tenure on this board
42.4 yrs
3 nominees · 4 ballot items.
Elect three directors; approve the 2026 Omnibus Stock Plan; advisory (non-binding) vote to approve executive compensation (say-on-pay); and ratify Deloitte & Touche LLP as independent auditors.
Elect three Class II directors to serve three-year terms (Thomas R. DiBenedetto, Mandakini Puri, Russell B. Wight, Jr.).
Approve the Company’s 2026 Omnibus Stock Plan, which would replace the 2016 Plan and authorize up to 500,000 shares (including 477,121 remaining under the 2016 Plan) for equity awards to employees, directors, Vornado personnel and other service providers.
Proposal 2 requests shareholder approval to adopt the 2026 Omnibus Stock Plan, which would replace the existing 2016 Plan for future grants and make up to 500,000 Shares available for awards (including 477,121 remaining under the 2016 Plan). Management seeks this approval to provide an updated equity plan that can be used to attract, retain and align incentives of employees, non-employee directors, Vornado personnel and other service providers; the plan allows a broad range of awards (options, SARs, restricted stock, RSUs, performance shares and other share-based awards) and preserves flexibility for the Compensation Committee to set terms, vesting, and transfer restrictions. The plan caps per-year awards to non-employee directors and includes standard anti-dilution and adjustment provisions and compliance language intended to satisfy Code Section 409A. The Board emphasizes that outstanding awards under the 2016 Plan would remain in effect if the 2026 Plan is approved, and that if shareholders do not approve the 2026 Plan the 2016 Plan remains operative. Key governance context includes that the Company is a controlled company with Vornado and Interstate holding ~58% aggregate, and Vornado employees are explicitly eligible to participate, which may raise conflicts or related-party considerations even though the Compensation Committee administers the plan. Approval requires a majority of votes cast; abstentions and broker non-votes are not counted as votes cast. The Board and Compensation Committee unanimously recommend a vote FOR, stating the plan furthers the Company’s ability to recruit and retain talent and align compensation with shareholder interests, while the plan’s broad discretion for the Committee entails potential dilution and selective awards that investors should monitor. Given the controlling holders’ stated support for management proposals, adoption is likely if voted as recommended.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
Proposal 3 is a non-binding advisory 'say-on-pay' vote asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy (including the CD&A and compensation tables). Management is seeking this endorsement to confirm shareholder support for its approach to executive pay and to inform future compensation decisions; the Compensation Committee and Board highlight that named executive officers received no cash compensation other than director fees for Mr. Roth, and that pay is primarily equity-based for directors. The Board recommends holding these advisory votes every three years (as adopted following the 2023 meeting) and notes that the Compensation Committee will consider the outcome when setting future programs. From a governance perspective, the Company is effectively controlled by Interstate and Vornado (holding ~58% combined), reducing the immediate risk of shareholder rejection changing outcomes, but the vote still provides an important signal to the Board and Compensation Committee. Management frames the compensation structure as aligned with shareholder interests given limited cash pay and historically equity-based compensation; critics could point to related-party arrangements with Vornado and the broad discretion of the Compensation Committee as areas for scrutiny. The advisory nature of the vote means even if rejected, the Board is not obligated to change pay but would likely engage with major holders to explain or adjust programs. The Board recommends a vote FOR and controlling holders have signaled support for management’s proposals, making passage likely.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.7% | 189,970 | $45M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.0% | 152,661 | $36M |
| 3 | MORGAN STANLEY | 2.9% | 146,320 | $35M |
| 4 | GOLDMAN SACHS GROUP INC | 2.7% | 136,269 | $32M |
| 5 | BlackRock, Inc. | 2.0% | 101,925 | $24M |
| 6 | SOUTHEASTERN ASSET MANAGEMENT INC/TN/Activist | 1.9% | 98,861 | $23M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.8% | 92,432 | $22M |
| 8 | BlackRock, Inc. | 1.8% | 89,513 | $21M |
| 9 | SG Americas Securities, LLC | 1.5% | 74,728 | $18M |
| 10 | STATE STREET CORP | 1.0% | 53,501 | $13M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.