LEASE SPACE

SELL OBSERVATORY TICKETS

MANAGE OUR BALANCE SHEET

ACHIEVE SUSTAINABILITY GOALS

2024 PROXY STATEMENT      3

SOCIAL LEADERSHIP

BLOOMBERG GENDER-EQUALITY
INDEX

GREAT PLACE TO WORK CERTIFIED
for 2023 and 2024

UN GLOBAL COMPACT AND WOMEN’S EMPOWERMENT PRINCIPLES

Selected for inclusion in 2022 and 2023 indices

First commercial office REIT in the U.S. to join UN Global Compact as well
as commit to the Women’s Empowerment Principles

2024 PROXY STATEMENT      7

Say-on-Pay Voting Results

The company made improvements to its executive compensation program following a low level of  “Say-on-Pay” support in May 2020. Since then, the company completely overhauled its compensation structure, including:

◗

reduction of CEO pay magnitude (see page 13)

​

◗

introduction of a more rigorous and objective annual incentive bonus framework (see page 42)

​

◗

increased weighting of performance-based equity as a component of overall equity awards (increased from 50% to 55%) (see page 48)

​

◗

increased rigor in its performance-based equity targets (relative TSR metric targets outperformance) (see page 49)

​

◗

introduction of sustainability metrics into performance equity (see page 49)

​

◗

introduction of quantitative sustainability framework as 15% of annual incentive bonus award (see page 45)

​

ISS rates the company with a score of  “1” ​(the best possible score) for “compensation” in its monthly ISS ESG score.

               

The company also made a number of changes to its governance program as a direct result of shareholder feedback. During 2022-2023 governance outreach, shareholders expressed a desire to better understand how the board incorporates diversity into its board refreshment initiatives. The board then codified in the company’s Corporate Governance Guidelines “Rooney Rule” language — that it would seek to include candidates with a diversity of race, ethnicity and gender in each nominee candidate pool. In response to one specific shareholder request, the company also added a board diversity matrix to the proxy statement, in addition to the board composition pie charts already included (see page 17).

In the 2023 proxy season, the company initially received a Glass Lewis recommendation against the Chair of its Nominating and Corporate Governance Committee due to the level of gender diversity on its board. ESRT immediately responded with a supplemental proxy filing to advise that a female director had just left the board to join the Department of Energy in Washington, D.C., disclose the status of its ongoing board search and commit that the next director would be female. Glass Lewis changed its recommendation to “FOR” on the same day, and ESRT made direct outreach to its top institutional shareholders, resulting in a high level of support for the Chair at the 2023 annual meeting. Only two months later, the company appointed two female directors to its board (Christina Van Tassell and Hannah Yang) and that brought its gender diversity to 30%. Overall, ESRT has appointed 5 independent, diverse directors since 2017.

The board continues to review and consider 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.

We received a shareholder request to adopt a majority voting standard for election of directors. Even though we already had a resignation policy in place that required any director who received a greater number of votes “against” his or her election than votes “for” such election to tender his or her offer of resignation, our board considered this shareholder request as well as peer practice and amended our bylaws on August 8, 2023 to change from a plurality voting standard to a majority voting standard for uncontested director elections. We maintained the resignation policy as well and codified such policy in our Corporate Governance Guidelines.

We have received shareholder inquiries regarding our dual class structure and requests that we increase transparency around the rationale for the structure. In 2023, we added enhanced disclosure to our public filings, including our annual and quarterly reports, quarterly supplemental filings, and proxy statement.

Our dual class structure was established pre-IPO to allow investors to contribute their interests into the public company, maintain their voting rights, and reduce their adverse tax consequences by 98%. Our pre-IPO holders faced a choice either to (i) exchange their partnership interests for non-voting partnership units in our operating partnership and defer tax or (ii) exchange such interests for voting Class A shares, and face unfavorable tax consequences. These options made the transition to a public company undesirable to them.

To address this situation, we designed a structure whereby we gave each pre-IPO holder an option to receive one share of Class B common stock and 49 operating partnership units in exchange for every 50 operating partnership units they held in the predecessor entities. Each share of Class B common stock entitled the holder thereof to 50 votes, equivalent to their economic interest, on all matters on which Class A common stockholders are entitled to vote. Class B common stock cannot be separated from its related 49 operating partnership units, cannot be transferred to third parties (only to “qualified transferees”, i.e., family members, affiliates), and must be converted to Class A common stock with one vote for one share in order to sell.

We view this as a structure that is most fair to both the pre-IPO holders and the post-IPO holders.

During our 2023-2024 governance outreach, certain of our shareholders encouraged us to include succession planning disclosure in our proxy statement to help the investment community understand individuals identified as potential future leaders as well as the board’s involvement in CEO succession planning and succession planning for levels of management below the CEO.

In response, we have included new disclosure in this proxy statement. See page 30 for more information.

In 2020 and 2021, we held virtual only annual shareholder meetings due to the pandemic. 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.

Following our 2022 annual meeting, we received requests from certain longstanding shareholders that we resume in-person shareholder meetings. We held a hybrid meeting in 2023 in order to offer access to all shareholders, and we will hold a hybrid meeting in 2024 as well.

2024 PROXY STATEMENT      9

Metric

Target

Actual Result

Outcome

$0.85

$0.93

Exceeded

(6.0)%

2.2%

Exceeded

Combination of metrics
on page 44

Exceeded

8.7%

8.6%

Exceeded

18/22

22/22

Exceeded

TSR OUTPERFORMANCE
2021-2023 TSR
Cumulative Return
+2,654 bps vs. NYC Peers(4)
+3,574 bps vs. All Peers(7)

2024 PROXY STATEMENT      13

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 its needs as a publicly-traded, NYC-focused REIT and the company’s strategy. See page 17 for more information.

Diversity with respect to race, ethnicity, gender, education and experience

◗

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 five independent, diverse directors since 2017, including two in 2023.

​

◗

The company will consider the opportunity to enhance the diversity of the board with any new director appointment.

​

◗

The board evaluates the effectiveness of its director diversity efforts through its annual self-evaluation process and on an ongoing basis through its director candidate search processes led by the Nominating and Corporate Governance Committee.

​

Independence and no conflicts of interest

◗

Our Corporate Governance Guidelines provide that a majority of the directors on our board must be independent as required by the listing standards of the NYSE.

​

◗

Our board has adopted director qualification standards which assist our board in making determinations with respect to the independence of directors.

​

◗

Our board considers other positions a director or a director candidate has held or holds (including other board memberships) and any potential conflicts of interest to ensure the continued independence of the board and its committees.

​

◗

There is no family relationship among any of our directors, executive officers and key employees.

​

◗

The board undertakes an annual review of the independence of all non-employee directors and makes an affirmative determination that each independent director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

​

Attention and Focus by each director in light of other obligations

◗

Directors must be willing to devote sufficient time and effort to carry out their duties and responsibilities effectively and should be committed to serve on our board for an extended period of time.

​

◗

Our Corporate Governance Guidelines provide that directors are limited to serve on no more than three other public company boards (one if the director is a CEO or equivalent position). The board may grant an exception where the board has made an affirmative determination that doing so would not impair the quality of the director’s service to the board. A director appointed to the Audit Committee may not serve on more than two additional audit committees for public companies, unless the board has made an affirmative determination that such director is able to effectively undertake the responsibilities of serving on the Audit Committee in addition to his or her positions on other such audit committees.

​

◗

The Nominating and Corporate Governance Committee considers the position of our directors on other public company boards and their other professional commitments to confirm availability and capacity for service on our board.

​

◗

The Nominating and Corporate Governance Committee ensures that any potential nominee is not an employee or agent of, and does not serve on the board of directors or similar managing body of, any of our competitors.

​

◗

The Nominating and Corporate Governance Committee determines whether the potential nominee has a material interest in any transaction to which we are a party.

​

Balance of Tenures between knowledge of the company and fresh perspectives

◗

Per our Corporate Governance Guidelines, we seek a balance of  (i) new perspectives and refreshed composition and (ii) long-tenured experience and continuity. We recognize that a director’s term should not extend beyond such director’s ability to contribute and such director’s commitment to the board, as evidenced by board and committee meeting attendance and participation.

​

◗

Since 2017, we have rotated in six new directors and rotated out three directors.

​

2024 PROXY STATEMENT      15

2024 PROXY STATEMENT      17

Thomas J. DeRosa

Biography

Skills

Independent

Age: 66

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. Previously, 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: 76

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, 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: 73

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 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 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

Grant H. Hill

Biography

Skills

Independent

Age: 51

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 January 2021.

Mr. Hill is 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 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 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: 65

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: 61

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 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 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: 53

Director since:
2023

Committee Membership:
Audit; and Nominating and Corporate Governance

Christina Van Tassell is currently 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, since 2021. Previously, she held positions as Chief Financial Officer with Dow Jones & Company, Inc., owner of the Wall Street Journal, Barron’s, and Factiva, from 2017 to 2021, Xaxis, a global advertising technology company owned by WPP Plc, from 2013 to 2017, and 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.

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 previously 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 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
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: 51

Director since:
2023

Committee Membership:
Finance; and Nominating and Corporate Governance

Hannah Y. 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: 90

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.

MAJORITY INDEPENDENT BOARD​

Our board has determined that each of our directors, other than Anthony E. Malkin, has no material relationship with us (either directly or as a partner, shareholder, director or officer of an organization that has a relationship with us) and is “independent” as defined in the NYSE listing standards and our director independence standards. No director participated in the final determination of his or her own independence.

Our board has also determined that each member of its four standing committees is independent as defined under NYSE rules and, where applicable, also satisfies the committee-specific requirements set forth on page 28.

The independent members of our board meet in executive session during each regularly scheduled meeting of our board without the presence of any persons who are part of our management. The executive sessions are chaired by our Lead Independent Director.

LEAD INDEPENDENT DIRECTOR​

Our board understands there is no single, generally accepted approach to providing board leadership and does not have a fixed policy regarding the separation of the roles of CEO and Chairman of our board. Given the dynamic and competitive environment in which we operate, our board believes that the appropriate leadership may vary as circumstances warrant.

The board believes that it is in our company’s best interests to have Anthony E. Malkin serve as Chairman of our board and CEO because the combination of these roles in him provides effective leadership, taps his depth of knowledge about the real estate industry and the history of our company and assets, and provides the clear focus needed to execute our business strategies and objectives. Our board believes the company is in a better position to implement its near- and long- term strategies if the Chairman is also the person directly responsible for the operations executing those strategies.

Given the combined Chairman and CEO role, our board has appointed Steven J. Gilbert as Lead Independent Director.

In accordance with our Corporate Governance Guidelines, our Lead Independent Director is elected annually by a majority of the independent directors. The Lead Independent Director:

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is the principal liaison between our Chairman and CEO and our independent directors;

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presides at any meetings at which our Chairman and CEO is not present (including regular executive sessions of independent directors);

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takes a leadership role in identifying issues for our board to consider and reviews and comments on each board agenda;

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takes the primary role in providing feedback to our Chairman and CEO with respect to any issues or discussions which may occur in executive sessions that are conducted without the presence of the management team;

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resolves any conflict among directors or between directors and management;

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independently reviews risk oversight matters with our Chairman and CEO and determines appropriate planning and actions; and

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consults with and provides counsel to our Chairman and CEO as needed or requested.

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The duties of the Lead Independent Director are codified in our Corporate Governance Guidelines, described on page 31.

Additionally, our Lead Independent Director engages directly with shareholders:

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by joining meetings with shareholders, when requested, during our governance outreach; and

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by reviewing shareholder correspondence directed to our board and providing input on responses to such correspondence.

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The independent directors believe the Lead Independent Director role is a highly effective conduit between our board and management and provides the vision and leadership to execute on our strategy and create shareholder value without the need for an independent chair. Our board convenes regularly scheduled executive sessions of the independent directors in order to ensure the independent directors can speak candidly and openly without the presence of management.

2024 PROXY STATEMENT      25

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.