Sector: Real Estate
EMPIRE STATE REALTY REIT INC TRUST · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
PROPOSAL 1: ELECTION OF DIRECTORS
Against Analysis
George L.W. Malkin is the son of CEO Anthony E. Malkin and grandson of Chairman Emeritus Peter L. Malkin, representing a direct familial relationship to the company's top executive; the policy requires a vote against directors with familial relationships to senior management, and the company itself has classified him as non-independent.
For Analysis
ESRT's 3-year price return is -14.0%, underperforming ^FNER (FTSE NAREIT All Equity REITs Index) by 25.3 percentage points, which is below the 30pp threshold required to trigger a vote against for a company with negative absolute TSR; no overboarding, attendance, or independence concerns apply to this executive director.
The TSR underperformance trigger does not fire (gap of -25.3pp vs. ^FNER is below the 30pp threshold for negative absolute TSR); Mr. Gilbert holds three current public company board seats (ESRT, TRI Pointe Homes, MBIA, plus The Fairholme Funds which is a mutual fund), which is within the policy limit of four; no other adverse flags identified.
TSR underperformance trigger does not fire; Mr. Giliberto serves as Audit Committee Chair and qualifies as an audit committee financial expert; no overboarding or attendance concerns.
TSR underperformance trigger does not fire; Ms. Han brings relevant technology and digital media expertise; no overboarding, attendance, or independence concerns (board affirmatively determined the $10,000 consulting fee does not impair independence).
TSR underperformance trigger does not fire; Mr. Hill holds one outside public company board seat (Campbell Soup); no overboarding, attendance, or independence concerns.
TSR underperformance trigger does not fire; Mr. Hood brings 30+ years of real estate finance expertise and serves as Finance Committee Chair and Audit Committee member; no overboarding or attendance concerns.
TSR underperformance trigger does not fire; Mr. Robinson brings over 30 years of technology investment and board experience; no overboarding, attendance, or independence concerns.
TSR underperformance trigger does not fire; Ms. Van Tassell joined in 2023 (within the 24-month new-director exemption window relative to a 3-year underperformance period) and qualifies as an audit committee financial expert; no adverse flags.
TSR underperformance trigger does not fire; Ms. Yang joined in 2023 and brings relevant digital media and subscription business expertise; no overboarding, attendance, or independence concerns.
Nine of ten director nominees receive a FOR vote. The sole AGAINST vote is George L.W. Malkin due to his direct familial relationship with CEO Anthony E. Malkin — he is the CEO's son and has been classified as non-independent by the company. The TSR underperformance trigger (3-year gap of -25.3pp vs. ^FNER, threshold 30pp for negative absolute TSR) does not fire for any director, including tenured directors. Board attendance was strong at 99% aggregate. The board maintains a skills matrix and has financial experts on the Audit Committee.
CEO
Anthony E. Malkin
Total Comp
$12,669,394
Prior Support
96%%
CEO total compensation of $12,669,394 is within a reasonable range for the chairman and CEO of a $1.5B market cap office REIT in the New York City marketplace. The pay program is well-structured: approximately 55% of equity is performance-based (tied to 3-year relative TSR vs. the Nareit Office Index, sustainability metrics, and corporate operational metrics) and 45% is time-based, meaning the majority of total pay is variable and at-risk. The company has maintained 96% average say-on-pay support over five years, has a meaningful clawback policy, and the 2023-2025 performance-based award payout was 63.4% of maximum — reflecting that the declining stock price did reduce incentive outcomes, demonstrating alignment between pay and shareholder experience.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with audit and non-audit fee data in the text provided, so the non-audit fee ratio trigger cannot be evaluated; auditor tenure is not disclosed in the provided text so the tenure trigger cannot fire per policy (do not assume a No vote when tenure is not confirmed); Ernst & Young is a Big 4 firm appropriate for a $1.5B market cap public company; no material restatements are disclosed.
The 2026 ESRT annual meeting presents five proposals; we vote FOR on eight of ten director nominees, AGAINST George L.W. Malkin due to his direct familial relationship with CEO Anthony Malkin, FOR on Say on Pay given a well-structured performance-linked program with 96% historical shareholder support, and FOR on auditor ratification of Ernst & Young with no adverse fee or tenure data available to trigger a no vote. The equity plan approval (Proposal 4) and say-on-frequency (Proposal 3) are noted but either not covered by current policy or supported in line with the board recommendation.
