Empire State Realty Trust, Inc DEF 14A, filed Apr 3, 2025

Empire State Realty Trust, Inc. (ESRT)

DEF 14A 2025-04-03 For: 2025-05-15

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Added on June 12, 2026

About this DEF 14A

Empire State Realty Trust, Inc filed this DEF 14A on April 3, 2025.

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	NOTICE OF ANNUAL MEETING					1
	PROXY SUMMARY					2
	About Empire State Realty Trust					2
	Company Priorities					2
	2024 Financial Performance Highlights					3
	Sustainability Achievements					5
	Board and Governance Highlights					6
	Shareholder Engagement: What We Heard, What We Did					7
	Executive Compensation Highlights					8
	CORPORATE GOVERNANCE					12
	Board Composition and Refreshment					12
	Identifying and Evaluating Candidates for Director					13
	Director Skills to Support Our Strategy					14

	PROPOSAL 1					15
	PROPOSAL 1: ELECTION OF DIRECTORS					15
	Information Regarding the Nominees					15
	Our Chairman Emeritus					20
	Leadership Structure of Our Board of Directors					21
	Board Oversight of Strategy					22
	Board and Management Oversight of Corporate Responsibility Sustainability Matters					22
	Board Oversight of Risk					23
	Board Committees					24
	Board Role in Succession Planning					26
	Other Board Matters					26
	Compensation of Directors					29
	OUR EXECUTIVE OFFICERS					30
	COMPENSATION DISCUSSION AND ANALYSIS					31
	Executive Compensation Highlights					31
	Compensation Program Objectives					34
	Compensation Setting Process					34
	Compensation by Component					37
	Base Salaries					37
	Annual Incentive Bonus Opportunities					37
	Long-Term Equity Incentive Compensation					46
	Realized Compensation					50
	Other Compensation Policies and Practices					51
	Compensation Committee Report					54
	Compensation Committee Interlocks and Insider Participation					54

	PROPOSAL 2					55
	PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS					55

	EXECUTIVE COMPENSATION TABLES					56
	2024 Summary Compensation Table					56
	2024 Grants of Plan-Based Awards					58
	2024 Outstanding Equity Awards at Fiscal Year-End					60
	2024 Option Exercises and Stock Vested					61
	2024 CEO Pay Ratio					61
	2024 Pay Versus Performance					62
	EMPLOYMENT AGREEMENTS AND SEVERANCE AGREEMENTS					66
	Employment Agreements					66
	Change in Control Severance Agreements					70
	Potential Payments Upon Termination					72
	AUDIT					73

	PROPOSAL 3					73
	PROPOSAL 3: RATIFICATION OF ELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					73
	Fee Disclosure					73
	Pre-Approval Policies and Procedures of Our Audit Committee					73
	Audit Committee Report					74
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					75
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					78
	QIA					78
	Transactions and Agreements with the Malkin Group					79
	Other					81
	OTHER MATTERS					82
	Questions and Answers About the Annual Meeting					82
	Additional Annual Meeting and Voting Matters					85
	Shareholder Proposals and Proxy Access					86
	Cautionary Note Regarding Forward-Looking Statements					87
	NON-GAAP FINANCIAL MEASURES					88

AGENDA ITEM	Board Recommendation		Read More
PROPOSAL 1 a proposal to elect the nine 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 15
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 55
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, 2025.		FOR this proposal	Page 73

	Office
	◗ 7.8M square feet; 97% Office NOI in Manhattan ◗ Modernized, amenitized, energy-efficient, healthy buildings ◗ Central locations near mass transit ◗ Top tier space within rental price point satisfies the deepest segment of the market
	ESB Observatory Experience
	◗ #1 Attraction in the World — and the #1 Attraction in the U.S. for the third consecutive year — in Tripadvisor’s 2024 Travelers’ Choice Awards: Best of the Best Things to Do ◗ Iconic, authentic NYC experience ◗ Continued NOI growth

	Retail
	◗ 0.8M square feet in Manhattan and Williamsburg, Brooklyn ◗ Resilient everyday and destination shopping locations ◗ 94% national retailers ◗ High foot traffic locations at or near mass transit
	Multifamily
	◗ 732 units across NYC ◗ Well-located, well-amenitized ◗ Minimal capex needs

	LEASING OUTPERFORMANCE(2)
	ESRT Manhattan office portfolio stands at 94.2% leased, an increase of +160 bps year-over-year and +670 bps since 4Q21				Signed 1.3M rentable square feet of office and retail leases				12th consecutive equarter of positive commercial leased rate absorption

	OBSERVATORY OUTPERFORMANCE
	Tripadvisor’s #1 attraction in the World and #1 attraction in U.S. for third consecutive year(3)				$99.5M NOI +6% year-over-year growth				2.6M visitors

		INDUSTRY LEADERSHIP
		EMPIRE BUILDING PLAYBOOK				KEY CONTRIBUTOR TO LEADING ORGANIZATIONS
						◗ Real Estate Roundtable Sustainability Policy Advisory Committee Chair ◗ NYC Sustainability Advisory Board ◗ Real Estate Board of New York (REBNY) Sustainability Committee ◗ Urban Green Board of Directors ◗ U.S. Green Building Council LEED Steering Committee ◗ WELL Living Lab/ Mayo Clinic ◗ NAREIT Real Estate Sustainability Committee ◗ Urban Land Institute (ULI) Tenant Energy Optimization Program ◗ ULI Think Tank Committee ◗ NYC Mayor’s Carbon Challenge ◗ NYC Building Decarbonization and Climate Finance Task Force ◗ New York State Energy Research and Development Authority (NYSERDA) Clean Fight Judge ◗ NYC Building Owners and Managers Association (BOMA) Codes and Regulations Committee

		GOVERNANCE BEST PRACTICES
		INDEPENDENT BOARD AND LEADERSHIP PRACTICES				SHAREHOLDER RIGHTS
		◗ Majority independent directors (9 out of 10) ◗ 6 new directors added since 2017 ◗ 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 Stock Ownership Guidelines ◗ Frequent engagement with management, company employees, tenants and outside advisors to maintain robust oversight of company risk, strategy and challenges				◗ Annual election of all directors (declassified board) ◗ Majority voting standard for directors, adopted in 2023 in response to shareholder feedback ◗ Annual say-on-pay voting ◗ Frequent and robust shareholder engagement efforts ◗ Any director who receives more “against” 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

	BASE SALARY
	Our NEOs’ stable source of cash income is set at levels competitive with the New York City marketplace and balances the risk-adjusted nature of our compensation program. See page 37 for more information.

	ANNUAL INCENTIVE BONUS
	We motivate and reward achievement of short-term corporate and sustainability objectives and individual goals.
	Corporate Goals			◗ Core FFO per Share ◗ Same-Store Cash NOI Growth (excluding Observatory) ◗ Leasing ◗ Balance Sheet ◗ G&A Expense as a Percentage of Revenues
	Sustainability Goals			◗ Environmental ◗ Human Capital Strategy ◗ Governance
	Individual Goals			Qualitative performance against individualized goals based on an NEO’s responsibilities and duties to the company
	The Compensation Committee reserves the ability to include a subjective element of judgment to adjust the formula result if appropriate based on identified non-quantitative factors.
	Bonus Election			Our NEOs have the option to receive any annual incentive bonus earned in one of three ways: (i) cash, (ii) fully vested LTIP units (as defined below) at 100% of the face amount, or (iii) LTIP units that vest over three years, subject to continued employment, at 120% of the face amount.
	See page 37 for more information.

	EQUITY
	55% Performance-Based Equity Performance-based awards are earned based on a combination of: (i) the company’s TSR performance over a three-year period relative to the FTSE Nareit US Office Index (“Nareit Office Index”); (ii) the company’s performance against three-year sustainability metrics; and (iii) the company’s performance against one-year corporate metrics with a three-year absolute TSR modifier. Such awards, to the extent earned, vest 50% at the end of the three-year performance period and 50% on the first anniversary of the end of such period, subject to continued employment. See page 46 for more information.			45% Time-Based Equity Long-term equity is granted in the form of LTIP units or Restricted Shares at the NEO’s election. All of our NEOs have chosen the LTIP unit option. Time-based awards generally vest 25% per annum over four years, subject to continued employment. See page 46 for more information.

Metric	Threshold	Target	Max
Core FFO per Share(1)
Same-Store NOI Growth (excluding Observatory)(1) Excluding one-time items
Leasing	Max on 4/5 metrics
Leased Percentage
NYC Office
NYC Retail
Leasing volume (NYC office and retail)
Weighted avg starting rents (NYC office) New (50%)
Renewals (50%)
G&A Expense
Balance Sheet	Committee determined maximum achievement after consideration of: ◗ the company’s strong balance sheet position with lower leverage versus peers (net debt/adjusted EBITDA at 5.3x(1) as of December 31, 2024 versus other NYC Office REITs at 8.4x(5)) and strong liquidity position ($0.9 billion of liquidity as of December 31, 2024); ◗ significant unencumbered asset pool further strengthened with the addition of multifamily and retail properties; ◗ successful recast of corporate revolver and term loan amidst a challenged capital markets environment; ◗ successful issuance of private unsecured notes and attracted new lenders; ◗ strategic use of interest rate swap to increase interest income; ◗ negotiated extension of mortgage debt at attractive terms; ◗ addressed all debt maturities through 2026; ◗ successfully executed tax-efficient disposition of First Stamford Place and all-cash acquisition of $195 million Williamsburg, Brooklyn retail portfolio via 1031 transactions; and ◗ maintained clean, straightforward capital structure with flexibility. See page 40 for more information.
Sustainability Goals

	MALKIN			CHIU			DURELS			HORN
	◗ Established and met aggressive company goals for leasing, Observatory performance, financing, tax-efficient 1031 transactions, succession planning ◗ Sustainability leadership has attracted larger, better credit tenants, qualified for government incentives and grants ◗ Unprecedented social media and Empire State Building brand awareness ◗ Drove leadership succession of Christina Chiu to President, Stephen V. Horn to CFO and development of senior vice presidents in business decision-making			◗ Amidst a challenging capital markets environment, successfully recast revolver and term loan, issued private unsecured notes and attracted new lenders, and negotiated extension of mortgage debt at attractive terms ◗ Strong balance sheet with no floating rate debt exposure, lower leverage versus peers, and successfully addressed all debt maturities through late-2026 ◗ Executed tax efficient 1031 transactions to recycle out of suburban office into NYC multifamily and retail and maintained clean, straightforward capital structure ◗ Enhanced investor perception of ESRT strategy ◗ Developed Stephen V. Horn to CFO and elevated responsibilities of CFO team			◗ Executed business plan for portfolio that resulted in outperformance ◗ Discipline on property operating costs resulted in savings and below budget operating expenses ◗ Successful execution of capital improvement projects — key property redevelopment, amenity spaces, tenant build outs, integrated sustainability work in building systems ◗ Led successful dispositions and transitions to newly acquired assets ◗ Led successful transition of multifamily management team and improved collaboration among departments on integration of sustainability			◗ Collaborated with Christina Chiu on balance sheet execution and to took on greater capital markets and investor-facing role ◗ Improved forecasting and budget processes ◗ Transitioned leadership within accounting department and reorganization for efficiency


	Relevant Skills and Experience for a publicly-traded, NYC-focused REIT						Our board continually evaluates its composition and collective expertise based on the company’s business and Strategy and its needs as a publicly-traded, NYC-focused REIT. See page 14 for more information.


				IDENTIFICATION OF CANDIDATES Nominating and Corporate Governance Committee The committee regularly 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, or qualifications, and typically engages a 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 86 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 12 and would align with the company’s long-term strategy 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 an 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 We amended our bylaws on August 8, 2023 to change from a plurality voting standard to a majority voting standard for uncontested director elections, with a plurality voting standard carveout for contested director elections. All directors are elected annually. Our board has adopted a resignation policy regarding the election of directors in uncontested elections. Pursuant to such policy, in an uncontested election of directors, each incumbent nominee who receives a greater number of votes of “against” 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. The committee will consider the resignation offer and, within 60 days following receipt of the certified voting results pertaining to the election, 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 receipt of the certified voting results pertaining to the election. 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 26 for more information.

Anthony E. Malkin	Biography	Skills
Chairman and Chief Executive Officer Age: 62 Director since: 2013 Other Current Public Company Directorships: APi Group Corporation	Anthony E. Malkin is our Chairman and Chief Executive Officer. He joined our predecessor entities as president in 1989 and was named chairman and CEO in 2013. Mr. Malkin has been a leader in existing building energy efficiency retrofits since he oversaw the groundbreaking project at the Empire State Building, in partnership with the Clinton Global Initiative, Johnson Controls, JLL, and Rocky Mountain Institute. He 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 Climate Mobilization Advisory Board of the New York City Department of Buildings, and the Board of Governors of the Real Estate Board of New York. Mr. Malkin is a member of the Urban Land Institute and the Partnership for New York City’s Innovation Council. In 2024, Mr. Malkin received BOMA’s Henry J. Muller Achievement Award that recognizes individuals, institutions, and companies who have substantially improved or had a major impact upon the New York skyline. Mr. Malkin is a fixture on Commercial Observer’s annual Power 100 list, and a thought leader with features on CNBC, TIME, the Washington Post, and the New York Post, among others. 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 and Chief Executive Officer of the company.		Real Estate Experience Expertise through several industry cycles, successful 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 through several industry cycles

			Target Tenant Industry Experience Vast experience in the private and public equity across the broad range of companies which comprise our tenant base

			Executive Leadership Chairman 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

Steven J. Gilbert	Biography	Skills
Lead Independent Director Age: 77 Director since: 2013 Committee Membership: Compensation; 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, our Lead Independent Director, has extensive experience in corporate governance and has served on the boards of eight public companies. Mr. Gilbert has experience in activism, defense, bankruptcy and restructuring, including from his tenure as founder, CEO and CIO of Soros Capital and as the Investment Advisor to the Quantum Industrial Funds, Ltd. He is also the founder of Chemical Venture Partners and Gilbert Global Equity Partners, and has acquired, merged and sold in excess of 135 companies. Mr. Gilbert additionally has been part of the transformation of many boards to current DEI and ESG standards and has served on the boards of companies focused on sustainable development (SDCL EDGE) and electric vehicles (SUN Mobility). Mr. Gilbert brings a unique vantage point to our board with his background in legal, writing and film production and international relations. Mr. Gilbert began his career as a lawyer and practiced at Goodwin Proctor and also served as a Senior Tutor at Winthrop House and a teaching assistant for Constitutional Law at Harvard. Thereafter, he attended Harvard Business School and transitioned his career to Morgan Stanley & Co. in corporate finance. In addition to growing his finance career, Mr. Gilbert was the principal owner, Chairman and CEO of Lions Gate Films, Inc., a producer and post-production creator of motion picture and television content, and is a writer and member of The Writer’s Guild of America, East. Mr. Gilbert is also a member of the Council on Foreign Relations, and the Board of Governors of the Lauder Institute of Management and International Studies at the Wharton School, where he was formerly a Trustee. Mr. Gilbert additionally served on the Board of Trustees of NYU-Langone Hospital for over 20 years and was instrumental in the expansion of the Neo-Natal Intensive Care unit and the passage of the Abandoned Infant Protection Act in New York. Mr. Gilbert currently is Chairman of the board of directors of TriPointe Homes, Inc. (NYSE: TPH), a single-family home builder, since 2013, Chairman of the board of directors of MBIA, Inc. (NYSE: MBI), a provider of specialized financial services, since 2011, Lead Independent Director of Oaktree Capital Group (NYSE: OAK), a global alternative investment manager, since 2016, and is a director of The Fairholme Funds (Nasdaq: FAIRX), a mutual fund, since 2014. Within the past five years, Mr. Gilbert has also served as a director of SDCL EDGE Acquisition Corp., a sustainable development acquisition corporation, as a director of Waterpik, Inc., a manufacturer of personal and oral healthcare products, and as a director of CPM Holdings, Inc., an equipment and animal feed manufacturer, as well as a director of several privately held companies. 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 an M.B.A. from the Harvard Business School. Mr. Gilbert was selected to serve as a member of our board based on his extensive experience 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 TriPointe 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: 74 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 Index, which measures 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 was an adjunct professor at Columbia University’s Graduate School of Business from 2007 to 2023. 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 through several industry cycles.		Real Estate Experience Substantial industry expertise through several industry cycles 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 18% 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 and experience as a REIT industry analyst

			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: 53 Director since: 2019 Committee Membership: Compensation l; Finance; and Nominating and Corporate Governance Other Current Public Company Directorships: Latch, Inc.	Patricia S. Han has extensive experience in technology, digital media and ecommerce. Since 2024, Ms. Han is Chief Executive Officer of Mistplay, Inc., a mobile gaming and loyalty platform. Prior to that, Ms. Han was an Entrepreneur in Residence at RRE Ventures, a role she started in October 2023. She was the Chief Executive Officer of MyFitnessPal, a global health mobile platform, from April 2021 to June 2023. She currently serves on the board of Latch, Inc., a Nasdaq-listed provider of tech-enabled access controls, from 2021 to the present. She previously served on the board of directors of Nutrisystem, Inc., a Nasdaq-listed provider of health and wellness products and services, from 2018 to 2019. From February 2020 to April 2021, she served as Chief Product Officer of Care.com, a leading U.S. marketplace connecting families and caregivers. From 2017 to 2020, Ms. Han served as Chief Executive Officer of Daily Burn, a wellness streaming brand. Ms. Han was selected to serve as a member of our board based on her vast experience with technology platforms and digital branding and commerce.		Target Tenant Industry Experience Vast knowledge in the technology industry gained through leadership roles at Mistplay, Inc., 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 Mistplay, Inc. Former 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 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: 52 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 former 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 January 2021. Mr. Hill is involved in many professional, community and not-for-profit organizations. He earned a B.A. 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 former 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 former 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: 66 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 his Bachelor of Science in Finance and his M.B.A. 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 through several industry cycles.		Real Estate Experience Over 30 years of real estate finance industry experience through several industry cycles 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: 62 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 director of Abra, Netsertive, Noom, TheSkimm and Pebblepost. 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 Partnership for New York City Investment Fund. 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

Christina Van Tassell	Biography	Skills
Independent Age: 54 Director since: 2023 Committee Membership: Audit; and Nominating and Corporate Governance	Christina Van Tassell is the former Executive Vice President & Chief Financial Officer of John Wiley & Sons, Inc. (NYSE: WLY), a global knowledge company and leader in research, publishing and knowledge solutions, a role she held from 2021 to October 2024. In such role, she oversaw the company’s corporate and financial functions, including financial planning and analysis, accounting, investor relations, internal audit, treasury, and tax. Previously, Ms. Van Tassell was the Chief Financial Officer at Dow Jones & Company, Inc., owner of the Wall Street Journal, Barron’s, and Factiva, from 2017 to 2021, Before that, she served as Chief Financial Officer at Xaxis, a global advertising technology company owned by WPP Plc, from 2013 to 2017, and at Centurion Holdings LLC, an investment and advisory company, from 2004 to 2013. She began her career at PricewaterhouseCoopers, where she held senior roles in global capital markets, M&A, and other corporate finance functions during her 12-year tenure. In addition to her corporate roles, Ms. Van Tassell recently served on the board of the News Literacy Project, a national educational nonprofit that empowers educators to teach students the skills they need to become smart consumers of news and engaged participants in civic life. Ms. Van Tassell has also served on the board of Unruly, a leading provider of video advertising technology. Ms. Van Tassell holds M.B.A.s from Columbia University and London Business School and a Bachelor of Arts degree in accounting and business administration from Muhlenberg College. Ms. Van Tassell brings a wealth of experience, insight, and creativity developed over 30 years of leading and innovating in global finance organizations. Ms. Van Tassell was selected to serve as a member of our Board of Directors based on her leadership and expertise in public company corporate and financial functions as well as digital media.		Investment Experience Extensive expertise gained as Chief Financial Officer at Centurion Holdings LLC, an investment and advisory company

			Target Tenant Industry Experience Valuable insight into the financial industry, publishing industry and advertising industry

			Executive Leadership Former Executive Vice President & Chief Financial Officer at John Wiley & Sons, Inc., and former Chief Financial Officer at Dow Jones & Company, Inc., Xaxis and Centurion Holdings LLC

			Accounting Experience/Financial Literacy Strong expertise gained from 12-year tenure at PricewaterhouseCoopers in global capital markets and M&A

			Digital Media and Commerce Broad experience as Chief Financial Officer at a global advertising technology company and a publishing firm that owns businesses, such as Wall Street Journal, with online platforms

			Cybersecurity and Technology Insight gained from executive experience at a company that delivers technological solutions

			Human Capital Management Experience Deep involvement with executive oversight and management of talents at large companies

			Risk Management Experience Vast experience in risk management from serving as Chief Financial Officer for several companies

Hannah Yang	Biography	Skills
Independent Age: 52 Director since: 2023 Committee Membership: Finance; and Nominating and Corporate Governance	Hannah Yang is currently Chief Growth and Customer Officer of The New York Times Company, and in such role she co-leads the cross-functional organization consisting of product development, engineering, data, design, marketing, research and sales to drive The Times’s subscription growth globally. Prior to her current role, she held a variety of leadership positions with The Times since 2010, and served in sales development and strategic planning roles with the New England Media Group (which included The Boston Globe and Boston.com) from 2003 to 2007. She began her career as a corporate attorney at the law firm Simpson Thacher & Bartlett and a management consultant at Katzenbach Partners LLC (now a part of Strategy&). Ms. Yang serves on the board of the Alliance for Young Artists & Writers, a nonprofit that supports creative teens, and on the board of The New York Times Neediest Cases Fund, a nonprofit organization that supports people in dire financial circumstances. Ms. Yang graduated magna cum laude from Harvard College with a Bachelor of Arts degree in social studies and has a Doctor of Law degree from Harvard Law School. She is a graduate of Juilliard’s Pre-College Division, where she studied classical piano. Ms. Yang was selected to serve as a member of our Board of Directors based on her executive leadership skills and deep expertise in media and digital transformation.		Target Tenant Industry Experience Vast experience in media through The New York Times Company and the New England Media Group

			Executive Leadership Chief Growth and Customer Officer of The New York Times Company

			Digital Media and Commerce Deep expertise in media and digital transformation gained through co-leading product development, engineering, data, design, marketing, research and sales

			Cybersecurity and Technology Perspective gained at companies with digital platforms requiring close attention to data and cybersecurity

			Human Capital Management Experience Valuable experience with talent development and management from co-leading a cross-functional organization

PETER L. MALKIN			AGE: 91
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.

Governing Body	Sustainability-related Responsibilities	2024 Sustainability-related Discussions
BOARD	While the Nominating and Corporate Governance Committee makes recommendations with respect to sustainability matters, the board has ultimate decision-making authority. Sustainability 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 and Sustainability and SVP, Human Resources Strategy and Operations on topics such as sustainability certifications and ratings, employee engagement, community outreach and our 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 sustainability, including environmental risks such as climate-related risks and human and labor right risks.	Regular discussions regarding sustainability risks with internal audit consultant, such as review of risk and mitigation strategies to address physical and transitional climate-related risks. Periodic business continuity tabletop exercise on cybersecurity risks.
COMPENSATION COMMITTEE	The Compensation Committee is responsible for oversight of the company’s equity compensation plans with a view towards attraction and retention of top talent.	Regular discussions regarding compensation and benefits for executive officers as well as plans that impact the broader employee population, including our equity incentive plans and 401(k) plan.
FINANCE COMMITTEE	The committee considers sustainability 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 considers corporate responsibility and sustainability matters and makes recommendations to the board regarding such matters. The committee is also responsible for oversight of the company’s strategies and policies related to human capital management, such as talent development and retention.	Presentations by SVP, Director of Energy and Sustainability and SVP, Human Resources Strategy and Operations on topics such as sustainability certifications and ratings, human capital management, talent attraction and retention, employee engagement, community outreach and our 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 reports 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 oversight of 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 CFO & CAO 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, which includes our CFO & CAO, reports to our Chairman & CEO and President 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. Sustainability Risks Our Sustainability Committee, led by the SVP, Director of Energy and Sustainability, addresses key sustainability risks including, but not limited to: ◗ Physical environmental risks, such as the environmental impact of our buildings in terms of energy consumption and emissions, climate-related risks like the potential impact of extreme weather or natural disasters in the short-, medium-, and long-term, and indoor environmental quality concerns; and ◗ Transitional risks, such as regulatory risks related to changing environmental regulations such as Local Law 97 and NYC’s Climate Mobilization Act.
Audit Committee
◗ Financial risks ◗ Cybersecurity risks ◗ Regulatory and litigation risks	◗ Oversight of the ERM program ◗ Oversight of the company’s Whistleblower Policy
Compensation Committee ◗ Risks related to attraction and retention of executive officers ◗ Risks related to executive compensation arrangements
Finance Committee ◗ Risks related to significant transactions and financings ◗ Risks related 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 sustainability matters ◗ Human capital management risks, including talent attraction and retention at both the employee and board level ◗ 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. 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 2024: 12
Members: S. Michael Giliberto (Chair), Thomas J. DeRosa(1), R. Paige Hood, Christina Van Tassell
We have adopted an Audit Committee Charter, which outlines the principal functions of the committee, including to assist our board in the oversight of:			The Audit Committee is also responsible for:
◗ our accounting and financial reporting processes and financial statement audits, including the quality and integrity of our financial statements; ◗ effectiveness of our control environment, including the company’s systems of disclosure controls and procedures and internal controls over financial reporting; ◗ our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;			◗ the independent registered public accounting firm’s qualifications, appointment, compensation, retention, engagement, performance and independence; ◗ design, organization, implementation and performance of the company’s internal audit function and/or activities; ◗ review for adequacy of the insurance coverage on the company and our assets; and ◗ review of tax strategies and potential tax law changes expected to have a material impact on the company’s financial results.

COMPENSATION COMMITTEE			Meetings held in 2024: 5
Members: Thomas J. DeRosa (Chair)(1), Steven J. Gilbert, Patricia S. Han
We have adopted a Compensation Committee Charter, which outlines the principal functions of the Compensation Committee, which include:
◗ establish and revise the company’s compensation philosophy and oversee the development, implementation and administration of incentive compensation 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 levels 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-employee director compensation; ◗ make recommendations to the board with respect to the company’s incentive compensation plans and equity-based plans 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;			◗ produce the annual Compensation Committee Report for inclusion in the annual proxy statement or annual report on Form 10-K; ◗ review and discuss with management the CD&A for the annual proxy statement and determine whether to recommend to the board for inclusion in the annual proxy statement or annual report on Form 10-K; ◗ 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 minimum stock ownership guidelines for NEOs and non-employee directors.

FINANCE COMMITTEE			Meetings held in 2024: 4
Members: R. Paige Hood (Chair), Steven J. Gilbert, S. Michael Giliberto, Patricia S. Han, Grant H. Hill, Hannah Yang
We have adopted a Finance Committee Charter, which outlines the principal functions of the committee, which include: ◗ provide advice to management and vote on management’s recommendations to the board in all cases regarding any material acquisition, disposition, or financing transaction, which may include without limitation, purchase, sale, secured and unsecured borrowing, drawdown under line of credit, merger, joint venture, divestiture, strategic investment, and issuance or repurchase of its debt or equity; and ◗ at the request of the board, provide advice to management and vote on management’s recommendations to the board regarding other matters related to the debt and equity capital structure of the company, which may include without limitation, the company’s financing plan from the perspective of cash flow, capital spending, and financing requirements, path to a credit rating, hedging program and policies and procedures governing the use of financial instruments, including derivatives.			The Finance Committee’s other responsibilities include: ◗ provide advice on any material diversification of the company’s business; ◗ review material banking relationships and lines of credit; and ◗ periodically assess the effectiveness of the company’s investor relations program and its interaction with the research analyst community.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE			Meetings held in 2024: 4
Members: James D. Robinson IV (Chair), Thomas J. DeRosa(1), Steven J. Gilbert, S. Michael Giliberto, Patricia S. Han, Grant H. Hill, R. Paige Hood, Christina Van Tassell, Hannah Yang
We have adopted a Nominating and Corporate Governance Committee Charter, which outlines the principal functions of the committee, which include:
◗ review periodically and make recommendations to the board as to changes in the size, composition, organization, function and operational structure of the board and its committees; ◗ review and make recommendations to the board on the range of qualifications, skills and experience that should be represented on the board and eligibility criteria for individual board membership; ◗ assist the board by identifying individuals qualified to become board members; ◗ recommend to the board the director nominees to fill a vacancy or to be elected at each annual or special meeting of the company’s shareholders; ◗ recommend to the board the director nominees to serve on each board committee; ◗ develop, together with the Chairman of the board and members of senior management, and recommend to the board succession plans for the company’s CEO and, if applicable, other executive officers; ◗ recommend to the board the appointment of each of the NEOs;			◗ consult with the Chairman of the board to obtain views regarding whether new members should be added to the board and whether current members should be nominated for re-election or replaced; ◗ develop and recommend to the board the corporate governance principles and guidelines applicable to the company; ◗ review the company’s Code of Business Conduct and Ethics periodically and review any reported alleged violations thereof; ◗ review and, where appropriate, approve specific or general categories of transactions or arrangements that may involve a “conflict of interest” (as defined in the company’s Code of Business Conduct and Ethics); ◗ solicit and receive comments on an annual basis from each director and report to the board with an assessment of the board’s performance; ◗ consider corporate responsibility and sustainability matters and make recommendations to the board regarding such matters; and ◗ oversee the company’s strategies and policies related to human capital management, including with respect to matters such talent attraction and retention.

	Board	Audit	Compensation	Finance	Nominating and Corporate Governance
Number of Board and Committee Meetings	4	12	5	4	4
Attendance(1)	98%	98%	100%	95%	97%

Role	Annual Compensation Amount ($)
Independent Director Base Retainer		200,000(1)
Lead Independent Director		75,000
Audit Committee Chair		25,000
Compensation Committee Chair		17,500
Finance Committee Chair		17,500
Nominating and Corporate Governance Committee Chair		15,000
Committee Membership Fee (Audit)		12,500
Committee Membership Fee (Other Committees)		7,500