Empire State Realty Trust, Inc DEF 14A, filed Mar 30, 2023

Empire State Realty Trust, Inc. (ESRT)

DEF 14A 2023-03-30

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Added on June 12, 2026

About this DEF 14A

Empire State Realty Trust, Inc filed this DEF 14A on March 30, 2023.

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	NOTICE OF ANNUAL MEETING					1
	PROXY SUMMARY					2
	About Empire State Realty Trust					2
	Company Priorities					3
	2022 Financial Performance Highlights					3
	Environmental, Social and Governance Highlights					5
	Shareholder Engagement					8
	Board and Governance Highlights					10
	Executive Compensation Highlights					11
	CORPORATE GOVERNANCE					13
	Board Composition and Refreshment					13
	Director Skills to Support Our Strategy					15

	PROPOSAL 1					16
	PROPOSAL 1: ELECTION OF DIRECTORS					16
	Information Regarding the Nominees					16
	Our Chairman Emeritus					20
	Leadership Structure of Our Board of Directors					21
	Board Oversight of Strategy					23
	Board and Management Oversight of ESG					23
	Board Oversight of Risk					24
	Board Committees					25
	Other Board Matters					27
	Compensation of Directors					29
	OUR 2022 NAMED EXECUTIVE OFFICERS					30
	COMPENSATION DISCUSSION AND ANALYSIS					31
	Executive Compensation Highlights					31
	2022 Compensation Outcomes					32
	Compensation Program Objectives					33
	Compensation Setting Process					34
	Compensation by Component					36
	Base Salaries					36
	Annual Incentive Bonus Opportunities					37
	Long-Term Equity Incentive Compensation					43
	Other Compensation Policies and Practices					46
	Compensation and Human Capital Committee Report					50
	Compensation and Human Capital Committee Interlocks and Insider Participation					50

	PROPOSAL 2					51
	PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS					51
	EXECUTIVE COMPENSATION TABLES					52
	2022 Summary Compensation Table					52
	2022 Grants of Plan-Based Awards					54
	2022 Outstanding Equity Awards at Fiscal Year-End					56
	2022 Option Exercises and Stock Vested					57
	2022 CEO Pay Ratio					57
	2022 Pay Versus Performance					58
	EMPLOYMENT AGREEMENT AND SEVERANCE AGREEMENTS					62
	Employment Agreement with Our Chairman, President and CEO					62
	Consulting Agreement with Our Former General Counsel					64
	Change in Control Severance Agreements					64
	Potential Payments Upon Termination					65
	AUDIT					66

	PROPOSAL 3					66
	PROPOSAL 3: RATIFICATION OF ELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					66
	Fee Disclosure					66
	Pre-Approval Policies and Procedures of Our Audit Committee					66
	Audit Committee Report					67
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					68
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					71
	Policies and Procedures with Respect to Related Party Transactions					71
	QIA					71
	Transactions and Agreements with the Malkin Group					72
	OTHER MATTERS					75
	Questions and Answers About the Annual Meeting					75
	Additional Annual Meeting and Voting Matters					78
	Shareholder Proposals and Proxy Access					79
	Cautionary Note Regarding Forward-Looking Statements					80
	Non-GAAP Financial Measures					81

AGENDA ITEM	Board Recommendation		Read More
PROPOSAL 1 a proposal to elect the eight director nominees named in the proxy statement to serve on our board until the next annual meeting or until their successors are elected and qualify.		FOR each director nominee	Page 16
PROPOSAL 2 a proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”) as described in this proxy statement.		FOR this proposal	Page 51
PROPOSAL 3 a proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.		FOR this proposal	Page 66

	Lease Space			Sell Observatory Tickets
	Maintain balance sheet flexibility			Achieve ESG Goals
	Enhance Shareholder Value

		Industry Leadership
		◗ Empire Building Playbook. Developed and published a free guide, the Empire Building Playbook, in partnership with the New York Energy Research Development Authority (NYSERDA) and the Clinton Global Initiative, for existing commercial buildings to follow our lead and develop a pathway to carbon reduction announced by President Clinton, Governor Hochul, and Mayor Adams
		◗ Our Chairman, President and CEO (Tony Malkin) and/or our SVP, Director of Energy, Sustainability and ESG (Dana Schneider) have served as leaders of the following organizations, among others:
		◗ Real Estate Roundtable Sustainability Policy Advisory Committee (Malkin — Chair; Schneider — member)				◗ Urban Green Board of Directors (Schneider — board member) ◗ USGBC LEED Steering Committee (Schneider — Co-Chair)

	Net Income (Loss) / Core Funds from Operations (“Core FFO”)(1)			Number of Observatory Visitors

		Prepared for Future Regulation and Reduced Risk of Fines
		◗ Local Law 97 ("LL97") Compliant through 2029 based on current assumptions ◗ Scope 1, Scope 2, and Scope 3 emissions tracking, reporting, and disclosure — voluntarily disclose scope 3 emissions for tenant sub-metered usage ◗ Sustainability reporting in alignment with GRESB, TCFD, SASB, GRI, SBTi

		Industry Leadership
		◗ NYC Climate Mobilization Local Law 97 Advisory Board (Malkin — board member and Co-Chair of Commercial Buildings Technical Pathways Working Group) ◗ NYC Sustainability Advisory Board (Schneider — board member) ◗ Real Estate Board of New York (REBNY) Sustainability Committee (Schneider — member)				◗ WELL Living Lab/Mayo Clinic (Schneider — member) ◗ NAREIT Real Estate Sustainability Committee (Schneider — member) ◗ ULI Tenant Energy Optimization Program (Malkin — sponsor) ◗ NYC Mayor’s Carbon Challenge (Schneider — member)

		Investment in Our People
		◗ Employee programs and benefits: In 2022, we significantly increased our 401(k) match from $1,250 per year to 100% of contributions up to 5% of an employee’s salary and added employer funding to our employees’ health savings accounts (“HSAs”). Since 2021, we have enhanced parental leave, increased paid time off and created paid volunteer time off, and added flexible hours (where possible), financial wellness and healthy living programs, and a “VIP Program” that allows employees to attend celebrity events at the Empire State Building. ◗ Training and Education: Over 3,400 hours of in-person and online training ◗ Employee Engagement Survey: ◗ ESRT 100% participation for corporate; 95% for union team members ◗ ESRT overall favorability 85% vs 81% benchmark for real estate industry participants in survey ◗ Community engagement and volunteerism: 1,300 volunteer hours donated by employees in 2022

		Focus on Board Diversity
		Gender(1)				Ethnicity(1)
		(1) Data as of the date of this proxy statement. Leslie Biddle stepped down from the board on January 16, 2023 to assume her new position of Special Assistant to the Undersecretary of Infrastructure at the U.S. Department of Energy. The company has an active search underway to replace her.

		Board Refreshment
		◗ Balance of continuity (4 directors since 2013 IPO) and refreshment with 4 new directors appointed since 2017 ◗ Focused on enhanced diversity and refreshment with 3 independent diverse directors appointed since 2017 ◗ Refreshment of board committees. Thomas J. DeRosa added to Compensation and Human Capital Committee in 2022 and took over as chair in 2023 ◗ See page 10 for more information

		Board Independence
		◗ Lead Independent Director elected annually, with responsibilities outlined in corporate governance guidelines. See page 21 for more information ◗ 7 of 8 directors are independent/all committees composed entirely of independent directors

		Accountability
		◗ Frequent and robust shareholder engagement efforts. See page 8 for more information ◗ Annual election of all directors (declassified board) ◗ Annual say-on-pay voting ◗ Shareholder proxy access, adopted in 2018 in response to shareholder feedback ◗ Shareholder right to amend bylaws, adopted in 2019 in response to shareholder feedback ◗ Robust stock ownership guidelines for our NEOs and directors. See page 48 for more information ◗ Robust annual board and committee self-assessment with third-party facilitator

		Robust Board Oversight and Engagement
		◗ Frequent engagement with management, company employees, tenants and outside advisors to maintain robust oversight of company environmental, social and governance (“ESG”) matters, risk, strategy and challenges ◗ Board oversight of ESG initiatives and risk management with specific committee responsibility outlined in committee charters. See page 23 for more information

		Transparent Reporting
		◗ Committed to enhanced transparency and reporting, including through our annual Sustainability Report and our participation in GRESB, WELL Health-Safety and Fitwel ◗ Transparent public reporting of diversity at board, management and all employee levels ◗ Added board diversity matrix disclosure to proxy in response to shareholder feedback. See page 15 for more information

		WHAT WE HEARD				WHAT WE DID
		Strategy
		GUIDANCE
		Although we already provided hypothetical forecasts for our Observatory performance since 2020, shareholders expressed a desire for the company to put forth guidance on key metrics similar to that of our peers to assist their evaluation of our performance.				In April 2022, we introduced guidance on Core FFO per share, Same-Store Occupancy, Same-Store Cash NOI (excluding lease termination fees) and Observatory NOI, key metrics that management uses to evaluate the performance of the company. Such metrics are also used by our close peers, as applicable, and we believe are useful measures to investors in evaluating our performance.
		Governance
		Director Diversity
		Shareholders expressed a desire to better understand how the board incorporates diversity into its board refreshment initiatives and whether the board has plans to increase board diversity. We also received a request to report our individual directors’ racial, ethnic and gender attributes in the form of a matrix in addition to the diversity pie charts that we already provide in our proxy statement.				The board codified in our Corporate Governance Guidelines that it would seek to include candidates with a diversity of race, ethnicity and gender in each board nominee candidate pool. We have appointed three independent, diverse directors since 2017. The company will consider the opportunity to enhance the diversity of the board with any new director appointment. We added disclosure to this proxy statement in the form of a matrix to report the self-identified racial, ethnic and gender composition of our individual board members. See page 15. The board reviews and discusses the board diversity policies contained in shareholder and proxy advisory firm voting guidelines and well-regarded frameworks such as the Bloomberg Gender Equality Index (GEI) as part of its discussions on board refreshment at each quarterly meeting.
		DIRECTOR TIME COMMITMENTS
		Although no shareholders raised the topic with us, we proactively reviewed various shareholder and proxy advisory firm voting guidelines on director time commitments and found that some of these guidelines were more limited than our current policy.				The board amended the Corporate Governance Guidelines to provide that directors are limited to service on no more than three (reduced from four) other public company boards (one (reduced from two) if the director is a CEO or equivalent position). All directors are in compliance with this more limited policy.

		WHAT WE HEARD				WHAT WE DID
		Governance (CONTINUED)
		Employee Attraction and Retention
		There were questions around our human capital management, including our strategy for attraction and retention of talent, particularly diverse talent.				In 2022, we significantly increased our 401(k) match from $1,250 per year to 100% of contributions up to 5% of an employee’s salary and added employer funding to our employees’ HSAs. Since 2021, we have enhanced parental leave, increased paid time off and created paid volunteer time off, and added flexible hours (where possible), financial wellness and healthy living programs, and a “VIP Program” that allows employees to attend celebrity events at the Empire State Building. Our employee-led Inclusion Committee operates under the guidance of an independent DEI consultant and has rolled out a number of initiatives, trainings and programs. We have mandated diversity in candidate pools for new hires. Our employee diversity has improved over the past several years, particularly at the management level, as shown on page 6. We regularly conduct employee engagement surveys that are fully anonymous to determine engagement levels and action plan results. The company makes continued enhancements based on ongoing employee feedback.
		Location of Annual Meeting
		We had several long-standing shareholders request that we resume in-person shareholder meetings.				In 2020 and 2021, we held virtual only annual shareholder meetings. We continued this practice in 2022 as the virtual meeting format resulted in increased shareholder attendance and questions as compared to the in-person only format that we conducted prior to 2020. We will hold a hybrid meeting in 2023 in order to offer access to all shareholders.
		Compensation
		ESG Metrics
		We were applauded for being well ahead of our peers in terms of integrating ESG into our NEO compensation program, including ESG metrics in an objective/quantitative points system format that account for 15% of our NEO’s annual incentive bonus. See page 37. We were encouraged to additionally include ESG metrics in our NEO’s long-term equity awards.				For 2022, we maintained the quantitative points system to measure achievement of our ESG goals as part of NEO annual incentive bonus and implemented new 2022-specific goals to encourage the company to push forward on new ESG initiatives. For 2022, we added three-year ESG metrics to performance-based equity as well. These metrics are tied to industry-recognized, independent third-party ratings that are commonly used as benchmarks for sustainability goals at our peers, and we are one of the first REITs to incorporate these as a performance criterion for equity awards, demonstrating management alignment with these important ESG objectives. See page 44 for more information.
		Allocation of Time-Based and Performance-Based Awards
		Certain shareholders stated that they were happy that a significant portion of our NEOs compensation is performance-based and expressed a desire to see even more compensation tied to long-term performance metrics.				For 2022, we reallocated our performance-based vesting and time-based vesting awards from 50:50 to 55:45, more heavily weighted to performance-based vesting awards.

OUR 2022 NAMED EXECUTIVE OFFICERS ("NEOs")		2022 TARGET COMPENSATION MIX
Anthony E. Malkin Chairman, President and Chief Executive Officer	Christina Chiu Executive Vice President, Chief Operating Officer and Chief Financial Officer
Thomas P. Durels Executive Vice President, Real Estate	Thomas N. Keltner, Jr. Former Executive Vice President and General Counsel(1)

Performance Period	2016	2017	2018	2019	2020	2021	2022	Outcome	Payout
2016 – 2018(1)	100% Complete							Below Threshold	0.0%
2017 – 2019(1)		100% Complete						Below Threshold	0.0%
2018 – 2020(1)			100% Complete					Below Threshold	0.0%
2019 – 2021(2)				100% Complete				Below Threshold	0.0%
2020 – 2022(2)					100% Complete			Below Target, Earned in Part	24.7%


	Relevant Skills and Experience for a publicly-traded, NYC-based office REIT						Our board continually evaluates its composition and collective expertise based on the company’s needs as a publicly-traded, NYC-based office REIT and the company’s strategy. See page 15 for more information.


				Identification of Candidates Nominating and Corporate Governance Committee At each of its regularly scheduled quarterly meetings, the committee reviews the board’s current composition and considers whether it would be in the best interests of the company to bring on a new director who may add experience and skillsets that would complement the company’s long-term strategy. The committee develops criteria for any search process, including any specific desired skills, experiences, characteristics or qualifications, and typically engages an independent director search firm to assist in the search. Internal Recommendations The committee may solicit recommendations for director nominees from non-management directors, executive officers or any other source it deems appropriate. Shareholder Recommendations The committee will also consider properly submitted shareholder recommendations for candidates. Any shareholder recommendation should include the nominee’s name and qualifications for board membership. The recommending shareholder should also submit evidence of the shareholder’s ownership of our shares, including the number of shares owned and the length of time of ownership. See page 79 for more information.
				Nominating and Corporate Governance Committee Consideration of Candidates The Nominating and Corporate Governance Committee discusses, assesses and interviews candidates identified by any of the above sources and considers whether, among other things, such candidates’ backgrounds and experiences fulfill the “Director Qualifications” as outlined on page 13 and would align with the company’s long-term strategy, enhance the board’s diversity and preserve the dynamic and effective culture that it believes exists in the board’s current composition. Prior to a vote as to whether a potential nominee is recommended to our board, each member of the committee is provided reasonable access to such potential nominee. Such access includes a reasonable opportunity to interview such potential nominee and to submit questions to such potential nominee. In addition, each potential nominee must provide the Nominating and Corporate Governance Committee with a written detailed biography and must identify the committees of our board on which the potential nominee would be willing to serve. The committee then makes recommendations to the board to consider such candidates.
				Board Evaluation, Appointment, Nomination Once the Nominating and Corporate Governance Committee has identified candidates and has recommended such candidates to the board, the board then evaluates such candidates. The board’s evaluation includes, as it deems necessary, additional interviews and discussion as well as an analysis of such director’s independence. The board recommends nominees for a shareholder vote at the next annual meeting.
				Annual Shareholder Vote to Elect Directors All directors are elected annually and subject to a plurality voting standard. Our board has adopted a policy regarding the election of directors in uncontested elections. Pursuant to such policy, in an uncontested election of directors, any nominee who receives a greater number of votes of “withhold” than votes “for” his or her election will, within two weeks following certification of the shareholder vote with respect to such election, submit a written resignation offer to our board for consideration by our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days following such certification, make a recommendation to our board concerning the acceptance or rejection of the resignation offer. Our board will take formal action on the recommendation no later than 90 days following such certification. We will publicly disclose, in a Current Report on Form 8-K or periodic report filed with the Securities and Exchange Commission (the “SEC”), the decision of our board, including an explanation of the process by which the decision was made and, if applicable, its reason(s) for rejecting the tendered resignation.
				Annual Board Self-Evaluation The Nominating and Corporate Governance Committee also takes the results of the board’s annual self-evaluation into account when considering board candidates and composition. See page 27 for more information.

Demographics
Race/Ethnicity
	African American
	Asian American
	White/Caucasian
Gender
	Female
	Male
Tenure		9.5	9.5	9.5	3.5	2.3	2.7	9.5	8.2

Anthony E. Malkin	Biography	Skills
Chairman, President and Chief Executive Officer Age: 60 Director since: 2013 Other Current Public Company Directorships: APi Group Corporation	Anthony E. Malkin is our Chairman, President and Chief Executive Officer. He joined our predecessor entities in 1989. Mr. Malkin has been a leader in existing building energy efficiency retrofits through coordinating the team of Clinton Climate Initiative, Johnson Controls, JLL, and Rocky Mountain Institute in a groundbreaking project at the Empire State Building. Mr. Malkin led the development of standards for energy efficient office tenant installations which is now known as the Tenant Energy Optimization Program at the Urban Land Institute. Mr. Malkin is a board member of APi Group Corporation (NYSE: APG), the Real Estate Roundtable and Chair of its Sustainability Policy Advisory Committee, a member of the Urban Land Institute, member of the Board of Governors of the Real Estate Board of New York and a member of the Partnership for New York City’s Innovation Council. Mr. Malkin received a bachelor’s degree cum laude from Harvard College. Mr. Malkin was selected to serve as a member of our board based on his history with, and knowledge of, the company and his performance and achievements in his capacity as Chairman, President and Chief Executive Officer of the company.		Real Estate Experience Expertise gained from tenure as CEO of ESRT since its IPO in October 2013 and his many years with our predecessor

			Investment Experience Valuable experience leading the company and its predecessor entity’s investment strategy

			Target Tenant Industry Experience Vast experience in the real estate industry, which sector (finance, insurance, real estate) comprises 20% of our tenant base

			Executive Leadership Chairman, President and Chief Executive Officer, Empire State Realty Trust, Inc.

			Accounting Experience/Financial Literacy Expertise in public company financial reporting gained as CEO of ESRT

			Human Capital Management Experience Experience building a strong culture and talent base as CEO of a publicly-traded company with ~700 employees

			Energy and Environmental Sustainability Experience A pioneer in energy and environmental sustainability efforts in the real estate industry

			Risk Management Experience Expertise gained as CEO of ESRT, particularly while bringing the company public in 2013

			Public Company Board Experience APi Group Corporation (NYSE: APG) since 2019

Thomas J. DeRosa	Biography	Skills
Independent Age: 65 Director since: 2013 Committee Membership: Compensation and Human Capital (Chair); Audit; and Nominating and Corporate Governance	Thomas J. DeRosa is the former Chairman and Chief Executive Officer of Welltower Inc. (NYSE: WELL). Welltower is an owner, manager, and developer of health care real estate and infrastructure, structured as a REIT. Prior to Welltower, he served as the Vice Chairman and Chief Financial Officer of the Rouse Company, a leading owner, operator and developer of commercial real estate and master planned residential communities, from September 2002 until November 2004 when it was merged with General Growth Properties, Inc. (NYSE: GGP). Prior to joining the Rouse Company, Mr. DeRosa spent over 20 years in investment banking. From 1992 to September 2002, Mr. DeRosa held various positions at Deutsche Bank AG (NYSE: DB), including Global Co-Head of the Health Care Investment Banking Group, and at Alex Brown & Sons, including Managing Director of the Real Estate Investment Banking Group. Mr. DeRosa also served as a member of the board of directors of Dover Corporation (NYSE: DOV), a manufacturer and service provider for a broad range of specialized products and components, from 2007 to 2010. Mr. DeRosa is a member of the Global Advisory Board of Value Retail PLC, a U.K.-based owner, operator and developer of luxury outlet shopping villages in Europe and Asia. Mr. DeRosa served on the board of directors of Georgetown University from 2007 to 2013 and the board of overseers of the Columbia University School of Business from 2018 to 2020. Mr. DeRosa received a bachelor’s degree from Georgetown University and a master’s degree from Columbia University. Mr. DeRosa was selected to serve as a member of our board because of his extensive experience as a senior executive and director of public, NYSE-listed companies, including REITs.		Real Estate Experience Expertise gained from executive roles in the real estate industry as CEO of Welltower, CFO of Rouse Company and Managing Director of the Real Estate Investment Banking Group at Alex Brown & Sons

			Investment Experience Valuable experience gained through 20 years spent in investment banking, investing in and managing companies

			Target Tenant Industry Experience Vast experience in the real estate industry, which sector (finance, insurance, real estate) comprises 20% of our tenant base

			Executive Leadership Former Chairman and Chief Executive Officer, Welltower, Inc.

			Accounting Experience/Financial Literacy Expertise in accounting standards and interpreting financial statements gained from time spent as Vice Chairman and CFO of Rouse Company

			Cybersecurity and Technology Experience gained through his role as CEO of Welltower through oversight of cyber risk and implementation of technology platforms

			Human Capital Management Experience Experience building a strong culture and talent base while CEO at Welltower

			Risk Management Experience Expertise in financial risk management from his CEO and CFO roles for Welltower and Rouse Company

			Public Company Board Experience Former Chairman of the Board, Welltower, Inc. (NYSE: WELL) from 2014-2020 Former board member, Dover Corporation (NYSE: DOV) from 2007-2010

Steven J. Gilbert	Biography	Skills
Lead Independent Director Age: 75 Director since: 2013 Committee Membership: Compensation and Human Capital; Finance; and Nominating and Corporate Governance Other Current Public Company Directorships: MBIA, Inc. TRI Pointe Homes, Inc. The Fairholme Funds (a mutual fund)	Steven J. Gilbert has over 50 years of experience in private equity investing, investment banking and law, and he has invested in and managed numerous companies during his career. Mr. Gilbert has served as Chairman of the board of directors of Gilbert Global Equity Partners, L.P., a private equity fund since 1998, and as Vice Chairman of the executive board of MidOcean Capital Partners, L.P., a private equity firm since 2005. Mr. Gilbert also serves on the board of directors of MBIA, Inc. (NYSE: MBI), a provider of financial guarantee insurance, fixed-income asset management and other specialized financial services, since 2011, as Chairman of the board of directors of TRI Pointe Homes, Inc. (NYSE: TPH), a single family home builder, since 2013, and on the board of directors of The Fairholme Funds, a mutual fund (Nasdaq: FAIRX), since 2014. Mr. Gilbert is the Lead Director for Oaktree Capital Group LLC, a private, global alternative investment manager since 2016, and also serves on the board of directors of several other privately held companies. Within the past five years, Mr. Gilbert has also served as Co-Chairman of Birch Grove Capital, a credit hedge fund, from 2013 to 2021, as a director of Waterpik, Inc., a manufacturer of personal and oral healthcare products, from 2013 to 2017, and as a director of CPM Holdings, Inc. (HKG: 0906), a manufacturer of process equipment used for oilseed and animal feed production from 2003 to 2019. Mr. Gilbert is a member of the Writer’s Guild of America (East), a member of the Council on Foreign Relations and a director of the Lauder Institute at the University of Pennsylvania. He was previously a trustee of the New York University Langone Medical Center. Mr. Gilbert received a bachelor’s degree in economics from the Wharton School at the University of Pennsylvania, a law degree from the Harvard Law School, and a master’s degree from the Harvard Business School. Mr. Gilbert was selected to serve as a member of our board based on his extensive experience leading companies in the financial services industry and serving as a director of public, NYSE-listed companies.		Real Estate Experience Valuable experience with operation of real property serving as Chairman of the Board of TRI Pointe Homes, Inc., a leading home builder across the U.S.

			Investment Experience Extensive background in private equity investing and investment banking spanning his 50-year career

			Target Tenant Industry Experience Diverse experience across several industries within our tenant base including private equity with Global Equity Partners and MidOcean Capital Partners, hedge funds at Birch Grove Capital, specialized financial services with MBIA, real estate with TRI Pointe Homes and consumer goods at Waterpik

			Executive Leadership Chairman of the Board, Gilbert Global Equity Partners, L.P.

			Accounting Experience/Financial Literacy Expertise in accounting and financial reporting for a public company gained from his service as chairman of audit committees where he is qualified as an “Audit Committee Financial Expert”

			Human Capital Management Experience Insight into attracting and developing talent gained through management of numerous companies throughout his career

			Risk Management Experience Expertise in financial risk management from his many directorships for NYSE-listed companies such as TRI Pointe Homes, Inc., MBIA, Inc. and OakTree Capital Group LLC

			Public Company Board Experience TRI Pointe Homes, Inc. (NYSE TPH) since 2013 MBIA, Inc. (NYSE: MBI) since 2011 OakTree Capital Group LLC since 2016 (company went private in 2019) The Fairholme Funds (NASDAQ: FAIRX) (a mutual fund) since 2014

S. Michael Giliberto	Biography	Skills
Independent Age: 72 Director since: 2013 Committee Membership: Audit (Chair); Finance; and Nominating and Corporate Governance	S. Michael Giliberto currently consults with investment management firms and produces the Giliberto-Levy Indexes, which measure the investment performance of private-market real estate debt instruments. He has consulted for several major real estate investment management firms and serves on the Real Estate Advisory Committee for the New York State Common Retirement Fund. He previously served as Director of Portfolio Strategy and Senior Portfolio Manager at J.P. Morgan Asset Management from 2002 to 2010, and before that, he served as the head of Real Estate Research at J.P. Morgan Investment Management from 1996 to 2002. Prior to joining J.P. Morgan, Mr. Giliberto worked at Lehman Brothers, Inc. in the Fixed-Income Research department from 1993 to 1996 and at Salomon Brothers Inc. in the Real Estate Research department from 1989 to 1992. Before his career in the financial services industry, Mr. Giliberto was a professor in the Real Estate and Urban Land Economics Department at Southern Methodist University in Dallas, Texas. Mr. Giliberto has authored multiple publications about real estate investment performance, asset allocation and capital markets, and he has been an adjunct professor at Columbia University’s Graduate School of Business since 2007. In the past, he has served on the Real Estate Information Standards Board, and the board of directors of the Pension Real Estate Association, where he served as Treasurer and Chairman and was awarded the 1996 Graaskamp Award for research excellence. Mr. Giliberto received a bachelor’s degree from Harvard College, a master’s degree in business economics from the University of Hartford, and a Ph.D. in finance from the University of Washington. Mr. Giliberto was selected to serve as a member of our board based on his extensive experience in real estate investment and finance.		Real Estate Experience Substantial industry expertise and influence as evidenced by his commercial mortgage performance index and decades of leadership positions with top financial institutions like J.P. Morgan

			Investment Experience A wealth of experience in the investment space gained from his time at J.P. Morgan Asset Management and as a consultant for several major real estate investment management firms

			Target Tenant Industry Experience Vast experience in the finance and real estate industries, which sector (finance, insurance, real estate) comprises 20% of our tenant base

			Executive Leadership Former Director of Portfolio Strategy and Senior Portfolio Manager, J.P. Morgan Investment Management

			Accounting Experience/Financial Literacy Expertise in understanding and evaluating financial disclosures of companies gained from years with J.P. Morgan

			Cybersecurity and Technology Experience gained through dedicated trainings on cybersecurity and technology risks

			Risk Management Experience Expertise in risk management gained from a career assessing commercial mortgage loans and real estate investments

Patricia S. Han	Biography	Skills
Independent Age: 51 Director since: 2019 Committee Membership: Compensation and Human Capital; Finance; and Nominating and Corporate Governance Other Current Public Company Directorships: Latch, Inc.	Patricia S. Han has been the Chief Executive Officer of MyFitnessPal, an industry leading health and fitness tracking application, since 2021. Prior to MyFitnessPal, Ms. Han was the Chief Product Officer of Care.com, a leading online care platform, from 2020 to 2021. From 2017 to 2020, Ms. Han served as the Chief Executive Officer at IAC’s Daily Burn, Inc., a leading fitness technology brand. From 2013 to 2017, Ms. Han served as Chief Product Officer at IAC’s Dotdash (formerly About.com), one of the largest content publishers on the Internet. Prior to that, Ms. Han held senior roles at WebMD LLC (2012 to 2013), one of the most trusted health brands on the web, DailyCandy, LLC (2009 to 2012), a pioneer in e-mail lifestyle newsletters, and a variety of technology start-ups including Vindigo, Inc. (2000 to 2006), Rave Wireless Inc. (2006 to 2007), and Juno Online Services (1998 to 2000). Ms. Han currently sits on the board of directors of Latch, Inc. (Nasdaq: LTCH), Gohenry and Hudson Lab School and previously served on the board of directors of Nutrisystem, Inc. (Nasdaq: NTRI). She earned her bachelor’s degree in 1993 from Cornell University. Ms. Han was selected to serve as a member of our board based on her extensive experience in digital media and commerce.		Target Tenant Industry Experience Vast knowledge in the technology industry gained through leadership roles at MyFitnessPal, Care.com, Daily Burn, Inc., Dotdash and WebMD, among others, which segment (technology, media and advertising) comprises 22% of our tenant base

			Executive Leadership Chief Executive Officer of MyFitnessPal Former Chief Product Officer of Care.com Former Chief Executive Officer of Daily Burn, Inc.

			Digital Media and Commerce Expertise in the digital media and commerce space having held several leadership roles across the industry, including current role as CEO of MyFitnessPal

			Cybersecurity and Technology Experience gained through her leadership roles with numerous technology platforms and the unique issues involved in managing such platforms

			Human Capital Management Experience Successfully established company culture and managed senior talent as CEO of MyFitnessPal and Daily Burn, Inc.

			Public Company Board Experience Director of Latch, Inc. (Nasdaq: LTCH) since 2021 Director of Nutrisystem, Inc. (Nasdaq: NTRI) from 2018 to 2019

Grant H. Hill	Biography	Skills
Independent Age: 50 Director since: 2020 Committee Membership: Finance; and Nominating and Corporate Governance Other Current Public Company Directorships: Campbell Soup Company	Grant H. Hill is an owner and Vice Chairman of the board of directors of the Atlanta Hawks Basketball Club. Mr. Hill has invested in and developed more than $200 million of commercial real estate through Hill Ventures, Inc. He is the co-founder and a member of the investment committee of Penta Mezzanine Fund, a private investment firm that provides customized growth capital solutions to profitable, lower-middle- market companies nationwide. In August 2021, Mr. Hill was appointed managing director of the USA Basketball Men’s National Team. He has served on the board of directors of the Campbell Soup Company (NYSE: CPB) since 2021. Mr. Hill is also an independent member of the board of governors of the NCAA, a member of the board of directors and Secretary of the NBA Retired Players Association and a member of the board of governors for the Naismith Memorial Basketball Hall of Fame, amongst other professional and extensive community and not-for-profit involvements. He earned a bachelor’s degree in History from Duke University. Mr. Hill is one of the greatest college and professional basketball players of all time and an Olympic gold medal winner. Mr. Hill was selected to serve as a member of our board based on his extensive experience in consumer branding, leadership and team skills, and entrepreneurial successes.		Real Estate Experience Wealth of knowledge gained through investing in commercial real estate through Hill Ventures, Inc.

			Investment Experience Extensive experience as co-founder and member of the investment committee of Penta Mezzanine Fund

			Target Tenant Industry Experience Insight into the real estate industry through Hill Ventures, Inc. as well as the financial industry as a member of the Penta Mezzanine Fund Investment Committee

			Executive Leadership An owner and Vice Chairman of the Board of Directors, Atlanta Hawks Basketball Club

			Digital Media and Commerce Extensive experience in social media and online branding and presence

			Human Capital Management Experience Expertise in large company leadership as an owner and Vice Chairman of the Board of Directors of the Atlanta Hawks Basketball

			Public Company Board Experience Campbell Soup Company (NYSE: CPB) since January 2021

R. Paige Hood	Biography	Skills
Independent Age: 64 Director since: 2020 Committee Membership: Audit; Finance (Chair); and Nominating and Corporate Governance	R. Paige Hood has over 32 years of experience in the real estate finance industry spanning national and international portfolios and a wide variety of property types and sectors. He spent the last 31 years of his career with PGIM Real Estate Finance, an asset management subsidiary of Prudential Financial, Inc., where he most recently served as Chief Investment Officer from 2016 to 2019. Prior to this position, he served as General Account Portfolio Manager for 13 years, during which time he grew PGIM Real Estate Finance’s portfolio from a $16 billion domestic portfolio to over a $50 billion international portfolio. Mr. Hood earned a Top 100 Scholarship to, and a bachelor’s degree in Finance and a master’s degree from, Louisiana State University, Baton Rouge. Mr. Hood was selected to serve as a member of our board on his extensive experience in real estate finance.		Real Estate Experience Over 30 years of real estate finance industry experience with PGIM Real Estate Finance

			Investment Experience Valuable experience gained while Chief Investment Officer at PGIM Real Estate Finance

			Target Tenant Industry Experience Intensive real estate expertise gained during his more than three decades with PGIM Real Estate Finance

			Executive Leadership Former Chief Investment Officer, PGIM Real Estate Finance

			Accounting Experience/Financial Literacy Vast accounting and financial literacy experience garnered while with PGIM Real Estate Finance

			Human Capital Management Experience Experience in large company leadership as a former senior executive of PGIM Real Estate Finance

			Risk Management Experience Perspective on risk management challenges gained from his role as Chief Investment Officer at PGIM Real Estate Finance, a publicly-traded company

James D. Robinson IV	Biography	Skills
Independent Age: 60 Director since: 2015 Committee Membership: Nominating and Corporate Governance (Chair)	James D. Robinson IV is currently a Founder and Managing Partner at RRE Ventures. He has been active within the technology community for over 30 years and has led investments in and served on the boards of more than 45 technology companies. He is a Co-Founder and a director of Abra, and a director of Netsertive, Noom, Securrency and TheSkimm. Mr. Robinson is a board observer at HYPR and Bitpay. Mr. Robinson has been recognized on the Forbes Midas List of Top 100 VC’s, as well as Institutional Investors’ Top Fintech Investors. Previously, he worked at H&Q Venture Capital and J.P. Morgan & Co. Mr. Robinson holds a master’s degree from Harvard and a joint bachelor’s degree in Computer Science & Business Administration from Antioch College. He is a director of the New York City Partnership Investment Fund and the HBS Alumni Angels. Mr. Robinson was selected to serve as a member of our board based on his more than 30 years of management and board experience in the technology industry.		Investment Experience Strong investment background as Founder and Managing Partner of RRE Ventures

			Target Tenant Industry Experience Extensive experience working with many startups and enterprises in the technology and finance industries

			Executive Leadership Founder and Managing Partner, RRE Ventures

			Digital Media and Commerce Experience gained through investing in and managing numerous digital platforms

			Cybersecurity and Technology Broad experience in the technology sector having served on the boards of more than 40 technology companies throughout his career

			Human Capital Management Experience Perspective gained from building a strong talent base at RRE Ventures over its 25-year history

			Risk Management Experience Expertise in risk management gained from investing and assessing technology companies and taking several of those companies public

			Public Company Board Experience Olo Inc. (NYSE: OLO) from 2008 to 2022

	PETER L. MALKIN			AGE: 89
	Peter L. Malkin is our Chairman Emeritus. Peter L. Malkin joined his father-in-law and Malkin Holdings LLC’s co-founder, Lawrence A. Wien, as a principal of Malkin Holdings LLC in 1958, and was responsible for the syndication and supervision of property acquisitions and operations of Malkin Holdings LLC. Peter L. Malkin is the founding chairman and a director of the Grand Central Partnership, The 34th Street Partnership and The Fashion Center Business Improvement District, each of which is a not-for-profit organization that provides supplemental public safety, sanitation and capital improvement services to a designated area in midtown Manhattan. Peter L. Malkin is also Co-Chairman of the Emeritus Council of Directors of Lincoln Center for the Performing Arts, Inc. (having been the longest serving board member of that institution), Founding Chairman and currently Chairman Emeritus of the Dean’s Council of the Harvard Kennedy School, Co-Chair Emeritus of The Real Estate Council of the Metropolitan Museum of New York, founding Co-Chair with Paul Newman and Co-Chair Emeritus of Chief Executives for Corporate Purpose, a member of the Global Wealth Management Advisory Committee of Bank of America, a member of the Advisory Committee of the Greenwich Japanese School, a partner in the New York City Partnership and a director of the Realty Foundation of New York. Peter L. Malkin received a bachelor’s degree summa cum laude, Phi Beta Kappa, from Harvard College and a law degree magna cum laude from Harvard Law School.

	INDEPENDENT BOARD AND LEADERSHIP PRACTICES				SHAREHOLDER RIGHTS
	◗ Majority independent directors (7 out of 8) ◗ 4 new directors added since 2017, 3 of whom were diverse in gender and/or ethnicity ◗ Lead Independent Director elected annually with rights and responsibilities codified in Corporate Governance Guidelines ◗ All board committees composed of independent directors ◗ Comprehensive risk oversight practices ◗ Independent directors conduct regular executive sessions ◗ Robust annual board and committee self-assessment with third-party facilitator ◗ Nominating and Corporate Governance Committee approval of related party transactions ◗ Directors adhere to Minimum Share Ownership Guidelines				◗ Annual election of all directors (declassified board) ◗ Annual say-on-pay voting ◗ Frequent and robust shareholder engagement efforts ◗ Any director who receives more “withhold” votes than “for” votes in an uncontested election must offer to resign ◗ Shareholder right to amend bylaws, adopted in 2019 in response to shareholder feedback ◗ Shareholder proxy access, adopted in 2018 in response to shareholder feedback ◗ No shareholder rights plan (i.e., no poison pill) ◗ Process for shareholders to communicate with board

Governing Body	Sustainability-related Responsibilities	2022 Sustainability-related Discussions
BOARD	While the Nominating and Corporate Governance Committee makes recommendations with respect to ESG matters, the board has ultimate decision-making authority. ESG matters that arise from other committees are also referred to the full board as appropriate.	Matters referred by committees per discussions noted below. Our entire board is on the Nominating and Corporate Governance Committee and receives the presentation noted below from our SVP, Director of Energy, Sustainability and ESG and Chief People Officer on topics such as ESG certifications and ratings, employee engagement, community outreach and sustainability report.
AUDIT COMMITTEE	As part of its oversight of the company’s enterprise risk management (“ERM”) program, the committee reviews and discusses the company’s risks and mitigants related to ESG, including environmental risks such as climate-related risks and human and labor right risks.	Regular discussions regarding ESG risks with internal audit consultant, such as review of risk and mitigation strategies to address emissions disclosure and reporting, LL97, physical and transitional climate-related risks. Tabletop exercise with external consultant on cybersecurity risks.
COMPENSATION AND HUMAN CAPITAL COMMITTEE	The committee is responsible for overseeing the company’s strategies and policies related to human capital management, including with respect to matters such as DEI, workplace environment and culture, pay equity, and talent attraction and retention.	Regular discussions regarding human capital management, talent attraction and retention, DEI and compensation and benefits.
FINANCE COMMITTEE	The committee considers ESG opportunities and strategy in reviewing and analyzing significant transactions and financings.	Regular discussions regarding review of economic implications of environmental risk and potential for enhancements to energy efficiency and indoor environmental quality within portfolio and in acquisition targets.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	The committee is responsible for considering social responsibility, environmental and sustainability matters, and making recommendations to the board regarding such matters.	Presentations by SVP, Director of Energy, Sustainability and ESG and Chief People Officer on topics such as ESG certifications and ratings, employee engagement, community outreach and sustainability report.

	OBJECTIVE								HOW WE GET THERE
	Maintain an effective risk oversight process to enable the board to monitor, evaluate and take action with respect to the company’s most important short-term, medium-term and long-term business risks.								Management reporting of key enterprise risks to the board and its committees on a regular basis and distribution of oversight among the board and its committees to ensure appropriate time and attention is devoted to each risk.

BOARD OVERSIGHT		MANAGEMENT OVERSIGHT
The board plays an active role in overseeing management’s processes and controls to address the company’s risks. The committees of the board assist the full board in such risk oversight on the specific matters within the purview of each committee as outlined below. The board believes that its role in the oversight of the company’s risks complements our current board leadership structure, with a strong lead independent director, as well as our committee structure, as it allows our four standing board committees to play an active role in the oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.		Our management team is responsible for the day-to-day management of enterprise risks, including through the management of the company’s ERM program. Our Chief Accounting Officer is primarily responsible for our ERM program, with the assistance of an independent consultant, and our Compliance Officer reviews and advises on day-to-day risks. Management actively identifies, monitors and implements mitigation strategies with respect to such risks. As part of the ERM program and committee oversight responsibilities under the committee charters, management provides regular updates to the board and relevant committees. The below provides key examples of management oversight but is not intended to be an exhaustive list. Financial Reporting Risks Our Disclosure Committee, comprised of certain executives and senior employees involved in the financial reporting process, meets at least quarterly and additionally as often as circumstances dictate to ensure the accuracy, completeness and timeliness of our disclosure statements, and to evaluate the effectiveness of the design and operation of our disclosure controls and procedures. Their purpose is to bring employees from our core business lines together with employees involved in the preparation of our financial statements to consider the information required to be disclosed to the company’s shareholders, the SEC and the investment community. Our Disclosure Committee reports to our CEO and COO & CFO, and its findings are shared with the Audit Committee. Cybersecurity Risks Our Chief Technology Officer presents a cybersecurity update at each quarterly Audit Committee meeting, and cybersecurity is an area reviewed by internal audit testing. ESG Risks Our Sustainability Committee, led by the SVP, Director of Energy, Sustainability and ESG, addresses key ESG risks including, but not limited to: ◗ Physical environmental risks, such as the environmental impact of our buildings in terms of energy consumption and emissions, the potential impact of extreme weather or natural disasters, indoor environmental quality concerns and climate-related risks; ◗ Regulatory risks related to changing environmental regulations such as LL 97 and NYC’s Climate Mobilization Act; and ◗ Social risks, including DEI, employee health and wellness and talent attraction and retention.
Audit Committee
◗ Financial risks ◗ Cybersecurity risks ◗ ESG risks, including climate-related risk	◗ Regulatory and litigation risks ◗ Oversight of the ERM program ◗ Oversight of the company’s Whistleblower Policy
Compensation and Human Capital Committee ◗ Human capital management risks, including DEI, culture, pay equity, talent attraction and retention ◗ Risks relating to executive compensation arrangements
Finance Committee ◗ Risks relating to significant transactions and financings ◗ Risks relating to our capital structure and strategies
Nominating and Corporate Governance Committee ◗ Oversight of reputational and corporate governance risks, including potential conflicts of interest, director independence and ESG matters ◗ Executive succession planning Further, the board has engaged an independent consultant to supplement management’s activities on enterprise risk assessment, which rotates through each area of our activities and reports on a quarterly basis to the Audit Committee. The consultant, with the input of management, provides a heat map of the risks to identify the urgency and potential impact. The board engages additional consultants as it deems necessary to investigate and prepare for new and emerging risks. For example, in 2022 the board engaged an independent consultant to conduct a cybersecurity tabletop exercise. In addition to our board’s review of risks applicable to our company generally, the board conducts an annual self-assessment in order to evaluate performance for the purpose of improving board and committee processes and effectiveness.

AUDIT COMMITTEE			Meetings held in 2022: 11
Members: S. Michael Giliberto (Chair), Thomas J. DeRosa, R. Paige Hood
We have adopted an Audit Committee Charter, which outlines the principal functions of the committee, including assisting our board in the oversight of:			The Audit Committee is also responsible for:
◗ our financial reporting, auditing and internal control activities, including the integrity of our financial statements; ◗ oversight of our ERM program, including oversight of ESG risks; ◗ our compliance with legal and regulatory requirements and ethical behavior; ◗ the independent auditor’s qualifications and independence; ◗ the performance of our internal audit function and independent auditor; and ◗ the preparation of the Audit Committee Report for inclusion in the annual proxy statement.			◗ engagement of our independent registered public accounting firm; ◗ review with our independent registered public accounting firm of the plans and results of the audit engagement; ◗ approval of professional services provided by our independent registered public accounting firm; ◗ review of the independence of our independent registered public accounting firm; ◗ consideration of the range of audit and non-audit fees; and ◗ review of the adequacy of our internal accounting controls.

COMPENSATION AND HUMAN CAPITAL COMMITTEE			Meetings held in 2022: 5
Members: Thomas J. DeRosa (Chair), Steven J. Gilbert, Patricia S. Han
We have adopted a Compensation and Human Capital Committee Charter, which outlines the principal functions of the committee, which include:
◗ establish and revise the company’s general compensation philosophy and oversee the development, implementation and administration of compensation plans and equity-based plans; ◗ review and approve on an annual basis the market, corporate goals and objectives relevant to any compensation to be paid to the company’s NEOs, evaluate the performance of the NEOs in light of those goals and objectives, and determine the NEOs’ compensation level based on this evaluation; ◗ consider the results of the most recent shareholder advisory vote on executive compensation and recommend to the board the frequency of such say-on-pay votes; ◗ review and make recommendations to the board with respect to non-executive director compensation; ◗ make recommendations to the board with respect to the company’s incentive compensation plans and equity-based plans, including the equity incentive plan, and oversee the activities of any individuals and committees who have been delegated responsibility for administering these plans; ◗ oversee, in consultation with senior management, regulatory compliance with respect to compensation matters;			◗ review and approve any severance or similar termination payments or entitlements; ◗ oversee the company’s strategies and policies related to human capital management, including with respect to matters such as DEI, workplace environment and culture, pay equity, and talent attraction and retention; ◗ prepare and recommend the Compensation and Human Capital Committee Report to the board for inclusion in the annual proxy statement; ◗ retain and approve the compensation of any compensation advisor and evaluate the independence of any such compensation advisor; ◗ review and approve policies with respect to any perquisites provided to the NEOs; ◗ review the company’s incentive compensation arrangements; ◗ review and approve the terms of any compensation “clawback” or similar policy or agreement between the company and the NEOs for recovering incentive-based compensation; and ◗ oversee compliance with the company’s share ownership guidelines for NEOs and non-employee directors.