Our people are a critical part of our community and drive our success. Who we are is what we do. ESRT fosters a diverse workplace where employees are empowered through training and development programs to deliver our corporate values to our community at large. How we engage within our community and bring people together defines us a company. We take the responsibility of corporate citizenship seriously and encourage the same of our employees.
Our Community: Employees, Tenants, Investors and Our Surrounding Community
Investment in Human Capital: Learning and Development Initiatives
We are fully committed to investment in the personal and professional development of our people. This year we implemented an employee led Training and Development Committee which resulted in the following:
online educational platform that assists corporate employees in developing
business, technology-related and creative skills through more than 7,000 expert
led course videos;
- since our company-wide launch in July 2019, approximately 85% of corporate employees have browsed content and 65% have engaged in coursework;
- Manager leadership and communication training including, specific training on gender differences in communication styles;
- Compliance training for discrimination and anti-harassment;
Employee Engagement Survey in Q1 of each year to measure our corporate
employee’s overall satisfaction with our company:
- 91% of employees reported having strong partnerships with their colleagues
- 86% of employees were proud to work at ESRT
- 84% of employees felt their colleagues are committed to doing quality work
- Following 2018’s Employee Engagement Survey we:
- formed the employee led Training and Development Committee and the resulting learning initiatives noted above derived from the committee
- engaged a customer service consultant to develop and facilitate tailored trainings for IT, HR, Property Management, and the Observatory
- Engagement of an outside learning & development consultant to rebrand and expand ESRT’s learning program Empire Academy (f/k/a ESRT University); and
- Greater emphasis from senior management on cross departmental learning and collaboration, outside training and networking for all employees.
We also continued our effective efforts with our:
- Empire Academy (f/k/a ESRT University) program, which provides company-wide, monthly educational seminars on a variety of topics such as public speaking, sustainability initiatives, social media trends and U.S. tax reform;
- Enhanced employee performance review process which allows candid feedback from managers and direct reports twice a year; and
- Focus on mentorship, career development and internal promotion for interested, qualified employees based on skills.
Employee Safety, Health and Wellness and Employee Benefits
The safety, health and wellness of our employees and their families are a primary focus for us. We offer a range of programs and a robust, comprehensive benefits package to our corporate employees to support this. Some examples include:
- Emergency Response training
- Crisis management team and training
- Mandatory First Aid/OSHA training
- On site mandatory fire safety training
Employee Health and Wellness
- Quarterlycompany-wide wellness programs providing guidance on nutrition, stress management, sickness prevention and general healthy living
- Annual health fairs offering a variety of health care services such as biometric screenings, massage therapy, and blood pressure and cholesterol screenings
- Company-wide athletic events such as beach volleyball, spin class, and bowling organized by our employee led ESRT Athletics Club
- Annual participation in the J.P. Morgan Corporate Challenge (charity race)
- Employee Assistance Program which provides professional assistance in connection with various personal challenges, such as depression, financial difficulties and elder care
- Tuition assistance program
- Medical cost advocate
- Free membership to ESRT state-of-the-art fitness centers
- Tele-mental health assistance and sweat equity gym reimbursement offered through insurance
- Standing/ergonomic desks
- Collaborative open work spaces with abundant natural light and ventilation at our corporate headquarters
- Flex-time summer Fridays
Diverse & Inclusive Culture
We are committed to maintaining a work environment in which all individuals are treated with respect and dignity. Each individual has the right to work in an environment that promotes equal opportunities and prohibits discriminatory practices, including sexual and other discriminatory harassment and retaliation. In keeping with this commitment, we will not tolerate unlawful discrimination (including any form of unlawful harassment or retaliation) at work or in work-related settings by or against anyone.
We pride ourselves on our employees’ enjoyment of a diverse and inclusive culture which we constantly strive to enhance.
Most recently we:
- Expanded our Board of Directors to include Patricia S. Han
- Hired a new Senior Vice President of Energy and Sustainability
- Hired a new Chief Technology Officer
- Expanded the role of our long serving Senior Vice President and Senior Leasing Counsel to include Director of ESG
Company Culture Initiatives
ESRT is dedicated to improving our corporate culture to maximize talent attraction, employee retention and productivity. Since 2015,
ESRT has dramatically expanded company culture initiatives:
- Monthly small group lunches with a named executive officer
- Monthly ESRT newsletters (HR Muscle and Budget Muscle) informing employees of important developments from our human resources department and budgeting team
wide recognition of employee contributions through Wise Owl Awards and Empire
Accolades announced in HR Muscle:
- In 2019, 82% of employees received an Empire Accolade
- Monthly employee led birthday celebrations
- Employee appreciation events held bi-annually (summer event & holiday party)
Led Cross-Departmental Committees to:
- spearhead social initiatives such as the ESRT Culture Committee and the ESRT Training and Development Committee; and
- impact ESRT management/policy such as the ESRT Employee Manual Committee aimed at enhancing the employee manual and the ESRT Profit Enhancement Committee
ESRT is not about buildings, it is about service. Our tenants are our customers and key partners. Thus, we aim to consistently maximize and improve the quality of their experience. From the outset, tenants enjoy our fully amenitized, modernized assets situated in central locations with easy access to mass-transit. Examples of amenities found at many of our properties include:
- Bike rooms;
- In-building dining options (e.g. Shake Shack, State Grill and Bar, Starbucks);
- Tenant only conference centers;
- In-building retailers (e.g. Target, HSBC, Duane Reade); and
- Tenant only fitness centers at the Empire State Building and most suburban office properties.
In addition, we have recently launched our ESRT Turnkey Suites program which provides cost effective, pre-built solutions for tenants such as moving consultants, IT support and furnished pre-built suites w/ ergonomic desks.
We engage with and solicit feedback from our tenants annually through our tenant satisfaction survey to ensure we are meeting or exceeding their expectations. Tenant engagement is critical to our overall success and more specifically to our sustainability work. We partner with our tenants on all construction and renovation projects to prioritize energy optimization thereby reducing our tenants’ bottom lines and reducing our buildings’ energy usage and consumption. To evidence our commitment, our leases incorporate green leasing provisions which include our High Performance Design and Construction Guidelines throughout our portfolio. Our Director of Energy and Sustainability hosts educational town halls to educate our tenants and is available to meet 1:1 with tenants upon request. We also emphasize and promote sustainability education through Captivate displays in our elevators.
Investor engagement is essential to our success. We are consistently soliciting feedback from our investors to better understand their views and what matters most. Our senior management team engages with our stockholders throughout the year in a variety of forums with a more recent emphasis on 1:1 engagement. Some direct results of our investor engagement include increased disclosures in key ESG areas of energy, water, waste, emissions & indoor environmental quality and enhanced communications on our social initiatives. Please also refer to the Stockholder Outreach section which can be found on page 34 of this Proxy Statement.
We are present and actively engaged within our communities. In addition to our charitable donations, we believe in developing a strong relationship with our surrounding communities
Our goal is to enhance continually our governance practices, ensure they meet with best-in-class practices for our industry and maintain transparent communications to our stockholders.
Our Board of Directors and senior management believe that engaging in stockholder outreach is an essential element of strong corporate governance. We strive for a collaborative approach on issues of importance to investors and continually seek to understand better the views of our investors. Our senior management team engages with our stockholders throughout the year in a variety of forums and discusses, among other things, our business strategy and overall performance, executive compensation program and corporate governance.
Leading up to our 2019 annual stockholders meeting, our Lead Independent Director, the Chairman of the Compensation Committee, other directors, and/or members of senior management contacted more than 50 stockholders representing more than 86% of our outstanding Class A common stock regarding matters to be voted on at the meeting, including executive compensation, corporate governance, and related matters of interest to the stockholders. As part of our on-going routine, we shared the feedback received during the stockholder outreach process with all members of the Board, who discuss it and consider it as a point of reference in all actions we have taken to date which follow, as further discussed below.
In February 2020, the Board of Directors adopted the inclusion of an ESG metric as a subjective component of the 2020 annual incentive compensation with 10% weighting (bonus payable in 2021) for our named executive officers, Director of ESG, Director of Energy and Sustainability and others identified by our CEO to the extent involved.
The ESG metrics that will be evaluated include:
- our commitment to
address and assess opportunities to reduce energy consumption and greenhouse
gas equivalent emissions through
- research, projection, and modeling;
- use of New York City’s 40 x 30 and 80 x 50 as reference objectives for energy and emissions reduction; and
- work with state and city to advance research and practice adoption;
- advancements of social/cultural initiatives throughout the company;
- expansions in ESG
reporting (broader disclosure on energy, water, waste, & emissions
- anticipated participation in GRESB and Fitwel
In February 2020, the Board of Directors approved an amendment to our policy addressing director tenure in our Corporate Governance Guidelines. The modified policy seeks a balance of (a) new perspectives and refreshed composition and (b) long-tenured experience and continuity when evaluating director tenure. The policy expressly recognizes 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.
In December 2019, we codified our lead independent director’s rights and responsibilities in our Corporate Governance Guidelines, to call and chair executive sessions of the independent directors, review and comment on Board agendas prior to meetings, facilitate communications, resolve any conflict among directors or between directors and senior management, and consult with and provide counsel to our Chief Executive Officer as needed or requested. In accordance with such Guidelines, our Lead Independent Director is elected annually by a majority of the independent directors.
In mid-September 2019, Justine M. Urbaites’ role as SVP and Senior Leasing Counsel was expanded to include the role of Director of ESG. In this new capacity, Ms. Urbaites will report to the Board of Directors, which will oversee all ESG initiatives and matters.
In March 2019, we provided our stockholders with the right to amend our bylaws, co-extensive with the right of the Board to do the same. Our bylaws permit stockholders of the company to amend the company’s bylaws by the affirmative vote of the holders of a majority of all the votes entitled to be cast on the matter. Prior to the adoption of this bylaw provision, the exclusive power to amend the bylaws was vested in the Board of Directors. The Board of Directors continues to have the power to alter or repeal any bylaw provision, to adopt new bylaw provisions and to make new bylaws, co-extensive with the right of the stockholders described here. A stockholder amendment proposal may not adopt any provision inconsistent with the existing by-law provisions regarding: (i) indemnification of directors and officers of the company or (ii) procedures for amendment of the bylaws, in either case, without the approval of the Board of Directors.
In March 2018, we adopted a proxy access bylaw provision, enabling a stockholder, or group of no more than 20 stockholders, meeting specified eligibility requirements, to include director nominees in the company’s proxy materials for our annual meetings of stockholders. The number of director nominees submitted pursuant to these provisions may not exceed 20% of the number of directors then in office. To be eligible to utilize the proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:
- have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock of the company continuously for at least the prior three (3) years;
- represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control at the company and that such stockholder or group does not presently have such intent; and
- provide a notice requesting the inclusion of director nominees in the company’s proxy materials and provide other required information to the company not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is advanced or delayed by more than 30 days from the anniversary date of the prior year’s annual meeting).
Additionally, all director nominees submitted through these provisions must be independent (pursuant to the requirements under the rules of the NYSE, the SEC and any publicly disclosed standards used by the Board of Directors, as well as the audit committee and compensation committee independence requirements under the NYSE rules) and meet specified additional criteria. Stockholders will not be entitled to utilize this proxy access right at an annual meeting if the company receives notice through its traditional advanced notice bylaw provisions that a stockholder intends to nominate a director at such meeting. The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws. See also “Director Nominees (Proxy Access)” on page 94.
- 20 – A stockholder, or group of no more than 20 stockholders
- 3% / 3 Years – Owning at least 3% of the aggregate of the issued and outstanding common stock continuously for at least the prior 3 years
- 20% – To nominate and include in our proxy materials the maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of directors then in office.
Corporate Governance Policies and Practices
Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines which address significant issues of corporate governance, including among others director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, director self-evaluation, management responsibilities, management succession, annual performance evaluation of management by our Board of Directors, and meeting procedures. These guidelines meet or exceed the listing standards adopted by the NYSE, on which our Class A common stock is listed. Our Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing the adequacy of the Corporate Governance Guidelines and will recommend, as appropriate, proposed changes to our Board of Directors.
CODE OF BUSINESS CONDUCT AND ETHICS
Our Board of Directors has adopted the Code of Conduct, which applies to our directors, officers and employees and is reviewed and overseen by our Nominating and Corporate Governance Committee. We train our employees on the Code of Conduct on an annual basis and provide additional compliance training on key topics on a rotational basis, including insider trading, anti-harassment and discrimination and cybersecurity. All employees are required annually to reaffirm their compliance with the Code of Conduct. The Code of Conduct’s focus is on maintaining a strong corporate culture that instills and enhances a sense of personal accountability. Among other matters, the Code of Conduct is designed to deter wrongdoing and to promote:
- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest involving personal and/ or professional relationships;
- fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
- compliance with applicable governmental laws, rules and regulations; and
- prompt internal reporting of violations of the Code of Conduct to appropriate persons identified in the Code of Conduct.
Employees are required to speak up about misconduct and report suspected or known Code of Conduct violations. The Code of Conduct prohibits retaliation against anyone who raises an issue or concern in good faith. Any waiver of the Code of Conduct for our directors or executive officers may be made only by our Board of Directors or one of our Board committees. We intend to disclose on our website any amendment to, or waiver of, any provision of the Code of Conduct that would be required to be disclosed under the rules of the SEC or the NYSE.
The company’s Guiding Principles are a compilation of authentic traits which made the company’s predecessor entities successful. These principles are intended to remind long-term team members, and acquaint new team members, regarding the company’s genuine characteristics which are important to the company’s past and its future success. Our Guiding Principles set forth five central tenets for the company:
- ESRT is not about buildings, it is about service, and our service is our Brand;
- ESRT is a Team;
- ESRT acts on Knowledge: we do what we know; if we do not know, we ask, and if we do know, we teach;
- ESRT relies on communication; and
- ESRT’s goal is Once Right: we look for development of repeatable processes to provide certainty and save time.
We are committed to internal transparency within our Company. You are encouraged to visit our website at www.empirestaterealtytrust.com to view or obtain copies of our Corporate Governance Guidelines and Code of Conduct. The information found on, or accessible through, our website is not incorporated into, and does not (including, with respect to environmental sustainability, as noted below) form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines and Code of Conduct by directing your request in writing to Corporate Secretary, Empire State Realty Trust, Inc., 111 West 33rd Street, 12th Floor, New York, New York 10120.
Our Audit Committee has adopted procedures for (i) the anonymous and confidential submission by employees or other interested parties of complaints or concerns regarding violations of securities laws or questionable accounting, internal accounting controls or auditing matters, and (ii) the receipt, retention and treatment of employee complaints or concerns regarding such matters. If you wish to contact our Audit Committee to report complaints or concerns relating to the financial reporting of our company, you may do so via our hotline at (855) 326-9626, via email at www.esrt.ethicspoint.com, or in writing to our General Counsel or the Chairman of our Audit Committee, Empire State Realty Trust, Inc., 111 West 33rd Street, 12th Floor, New York, New York 10120. Any such communication may be made anonymously.