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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §240.14a-12

SL Green Realty Corp.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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2022

PROXY STATEMENT

 

APRIL 21, 2022


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LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

As New York City emerges stronger than ever, we are incredibly proud to be on the front lines of the city’s resilience. SL Green has been an integral force pushing the City’s advancement in numerous ways, from precipitating the long-awaited revival of East Midtown with the introduction of One Vanderbilt’s sustainable office space and extensive transit improvements, to continuing to address food insecurity through Food1st, in partnership with Chef Daniel Boulud and local New York City restaurants. Despite the lingering impacts of the pandemic, the entire SL Green team has been 100% in the office since June 2020, maintaining their focus on building long-term value, which benefits our stockholders, our tenants, our employees, and our community.

Stockholder feedback is central to the Board’s decision process and has been fundamental in evolving the company’s governance. Following director engagement with many of SL Green’s top stockholders in the fall and winter of 2021, in March 2022 we welcomed Carol N. Brown as an Independent Director to SL Green’s Board of Directors, adding diversity of background, experience and skills. Ms. Brown brings with her decades of talent and experience in the areas of land use planning, real estate transactions and law. Additionally, the Compensation Committee responded to stockholder feedback by reaffirming our commitment to the pre-pandemic, performance-based executive compensation structure, which stockholders have supported given its strong alignment with their interests.

Our focus on sustainability and green initiatives has been leading-edge since we formed the team dedicated to these efforts 15 years ago. Now, One Vanderbilt represents the next generation of development and has been recognized as the most sustainable commercial building in New York City, with Urban Land Institute New York’s “Award for Excellence in Development.” It is also on track to be the first large-scale development project in New York City to achieve WELL Platinum certification for its focus on the wellbeing of the thousands of people who work in the building. We are also excited for SL Green’s next chapter of sustainable development at One Madison, which will incorporate and expand on all the lessons learned from our prior developments.

We continue to meet stakeholder demand for enhanced transparency of our ESG program. This year, we disclosed our approach to climate risk management by publishing our first stand-alone TCFD report, addressing climate resilience. Our status as an industry leader in ESG is validated by our performance on GRESB, where we achieved a 5-Star Rating, marking us as one of the most sustainable real estate companies globally, and have received the ENERGY STAR Partner of the Year Sustained Excellence award, achieved by less than one percent of the 16,000 U.S. EPA partners.

The SL Green board has worked tirelessly alongside the entire SL Green executive team to emerge from the tumult of the last two years with a stronger, more resilient portfolio and we remain committed to employing business strategies in a responsible way that deliver the most value to our stockholders.

Sincerely,

John H. Alschuler   Betsy S. Atkins   Carol N. Brown
Lead Independent Director   Independent Director   Independent Director
         
Edwin T. Burton, III   Lauren B. Dillard   Stephen L. Green
Independent Director   Independent Director   Director
         
Craig M. Hatkoff   Marc Holliday   John S. Levy
Independent Director   Chairman of the Board of Directors and Chief Executive Officer   Independent Director
Andrew W. Mathias        
President and Director        

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1

BOARD RESPONSIVENESS IN 2021

Over the last few years, our Compensation Committee has embarked on a robust stockholder outreach program. That feedback has served as a key input to compensation design and structural upgrades implemented since 2018. The success of the engagement program is evidenced by the significant changes adopted as a direct result of the feedback received, and the significant increase in stockholder support in 2019 and 2020.

The Committee was disappointed by the 2021 advisory vote on executive compensation (“Say on Pay”) but remains committed to understanding stockholder sentiment. In response, the Committee reached out to investors several months earlier than in prior years to ensure that any actionable feedback received could be better incorporated into Compensation Committee discussions and decisions for 2022 and beyond.

In the fall and winter of 2021, we contacted stockholders collectively representing 65% of outstanding shares, and had substantive conversations with stockholders representing 50% of outstanding shares. Directors participated in several stockholder discussions, as well as in conversations with both proxy advisors. The majority of calls were led by the Chairs of the Compensation or Nominating and Corporate Governance committees.

 

 

Offered Engagement with approximately

65%

of Outstanding Shares

   

Direct one-on-one discussions with approximately

50%

of Outstanding Shares

   

Directors participated in calls with stockholders representing approximately

36%

of Outstanding Shares

 

 

The table below summarizes the feedback received during the post-2021 annual meeting outreach and actions taken in response:

 

Feedback Theme Specific Topics Stockholder Feedback
(“What We Heard”)
Action
(“What We Did”)
Executive Compensation Overall Compensation Philosophy Stockholders support our pre-pandemic compensation structure that focused on performance-based pay elements The Compensation Committee has reaffirmed its commitment to our pre-pandemic compensation structure
  2021 Vote Discussion Stockholders who voted against Say on Pay in 2021 consistently indicated they did so primarily because they disagreed with the isolated decision to grant additional time-based equity 2021 compensation is approximately 90% at-risk for all of our named executive officers, and performance-based incentives are in line with pre-pandemic percentages
  Approach to Future Pandemic-Related Business Disruption Stockholders who voted against Say on Pay in 2021 wanted to understand the Compensation Committee’s approach to incentive compensation, in light of the unpredictability of the COVID-19 virus The Committee and Board agree that in a similarly highly disruptive event to the business, feedback from stockholder engagement and discussions with proxy advisors will inform the approach taken with respect to the treatment of incentive compensation
  Design of compensation program Stockholders confirmed strong support for actions taken since 2018 to simplify the pay elements and strengthen the alignment of pay and performance Executives’ employment agreements renewed at the end of 2021 were substantially identical to the agreements redesigned in 2018, further confirming the Compensation Committee’s commitment to our pre-pandemic compensation structure
Corporate Governance Board racial/ ethnic diversity Stockholders requested the addition of qualified directors who would enhance the racial/ethnic diversity on the Board Appointed Carol N. Brown, a law professor with expertise in real estate law, to the SLG Board effective March 4, 2022
  Board succession planning Stockholders requested disclosure of Board succession planning Terminating retainer for Chairman Emeritus effective December 31, 2023, with interim reductions commencing January 1, 2022; Planned retirement of Director John Levy at 2023 annual meeting of stockholders
  Director-by-director skills matrix Stockholders encouraged the inclusion of a director-by-director skills matrix instead of aggregate board skills matrix Enhanced disclosure of board skills by including a director-by-director skills matrix in the 2022 proxy statement
ESG ESG Disclosure Stockholders commended our “spot on” disclosure as being “industry-leading” Published 2021 ESG report in accordance with GRI, CDP, GRESB, SASB, TCFD frameworks, and UN SDG guidelines and first standalone TCFD Report

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2 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

2022 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

 

Election of Directors    
●   The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated 10 directors for re-election to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualify.

 

The Board recommends a vote FOR each Nominee.
SEE PAGE 9

 

     
John H. Alschuler Lauren B. Dillard Marc Holliday
Betsy S. Atkins Stephen L. Green John S. Levy
Carol N. Brown Craig M. Hatkoff Andrew W. Mathias
Edwin T. Burton, III    
     
●   Our nominees represent a Board that has a diversity of knowledge, skills and experience, as well as diversity of age, gender and outlook.
●   Each nominee has key skills that we believe are valuable to the effective oversight of the Company and the execution of our strategy.
         
     

Advisory Approval of Executive Compensation

 

●   At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that strives to align stockholder value with the economic interests of our management team.

 

●   We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive New York City real estate market, to align management and stockholder interests and to continue to drive our long-term track record of superior return to stockholders.

 

The Board recommends a vote FOR this proposal.
SEE PAGE 41

     
     

Ratification of Independent Registered Public Accounting Firm

 

●   The Audit Committee of the Board has appointed the accounting firm of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

●   The Audit Committee and the Board believe that the continued appointment of Ernst & Young LLP is in the best interest of the Company and its stockholders.

 

The Board recommends a vote FOR this proposal.
SEE PAGE 78

     
     

Approval of our Fifth Amended and Restated 2005 Stock Option and Incentive Plan

 

●   On April 21, 2022, the Board voted to amend and restate our Fourth Amended and Restated 2005 Stock Option and Incentive Plan (the “Fourth Amended 2005 Plan”) to increase the number of shares available for issuance.

 

●   The number of additional shares requested under our Fifth Amended and Restated 2005 Stock Option and Incentive Plan (the “Fifth Amended 2005 Plan”) is reasonable: 5,180,000 fungible units is equal to 2,000,000 full value awards.

 

●   We believe that having an equity plan in place with a sufficient number of shares is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and ensure that our executive compensation is structured in a manner to align our executives’ interests with our stockholders.

 

The Board recommends a vote FOR this proposal.
SEE PAGE 80

 


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2022 PROXY STATEMENT HIGHLIGHTS 3

 

BUSINESS OVERVIEW AND HIGHLIGHTS

Our Mission

 

SL Green Realty Corp. is a self-managed real estate investment trust, or REIT, engaged in the acquisition, development, repositioning, ownership, management and operation of commercial and residential real estate properties, principally office properties, located in the New York metropolitan area, principally in Manhattan, a borough of New York City.

 

Who We Are(1)

 

$1.4 Billion

Combined Revenues

 

#1

Owner of Office
Property in Manhattan

 

34.9 Million

Total Square Feet(2)

 

$15.3 Billion

Enterprise Value

 

Stock Repurchase Activity
Demonstrates Continued
Confidence in SLG’s Long-
Term Value

 

Aggregate of $3.4B share
repurchases representing:

 

40.1 million

shares(3)

 

38.33%

of Outstanding Shares(4)

 

We differentiate ourselves from our peers and competitors in key ways:

 

 

Active, Responsible and Engaged Business Strategy

 

SLG does not subscribe to a traditional “buy and hold” strategy and is a very active transaction-oriented company
We are focused, principally, on the Manhattan market where we have significant experience and valuable insights
We consider sustainability as a value driver and are committed to maintaining our ESG industry leadership by further reducing our environmental impact
We execute more transactions than many of our competitors over a much longer, multi-year period
Accordingly, we frequently capitalize on opportunities in the market, maximizing returns

 

 

Value Creation Through All Economic Cycles

 

Our long-term investment strategy and intimate knowledge of Manhattan allows us the ability to source transactions with superior risk adjusted returns by capturing off-market opportunities
The strength of our strategy is evidenced by our ability to not only continue to pay our ordinary dividend throughout the pandemic, but to increase dividends
SLG increased its annualized dividend by 2.8% in 2021 and 2.5% in 2022 to $3.73 per share, marking the eleventh consecutive annual increase
Additionally, following the brief suspension of our stock repurchase program early in the pandemic, we restarted the program in May 2020 and have completed approximately $882.0 million of repurchases and operating partnership unit redemptions since that time, bringing total repurchases and redemptions to approximately $3.4 billion. Our buyback program reflects the Board’s and management’s confidence in the Company’s prospects for the future

 

 

(1)  Data as of 12/31/2021.
(2)  Includes debt and preferred equity investments and suburban properties.
(3)  Inclusive of OP unit redemptions as of 3/31/2022.
(4)  Based on shares repurchased and OP units redeemed under the current $3.5B share repurchase program as of 3/31/2022 as a percentage of shares and OP units outstanding as of 6/30/16, just prior to approval and announcement of the plan. Not adjusted for capital change.



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4 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

STOCKHOLDER-FRIENDLY CORPORATE GOVERNANCE & INDEPENDENT OVERSIGHT

SL Green has a history of strong corporate governance and stockholder-friendly practices.

 

     Diversity
  Our Board has a diversity of knowledge, skills and experience, as well as diversity of age, gender and outlook
     
  43%
  of our independent Board members are diverse, including gender and racial/ethnic diversity
     
     
  Experience
  Our Board members have broad experience serving on public boards in industries relevant to the Company
     
  60%
  of our Board currently serve or have served on the Boards of other publicly traded companies
     
     
  Leadership
  Our Board members have strong leadership backgrounds, holding CEO, CFO or other executive positions
     
  90%
  of our Board currently serve or have served as CEO or in senior leadership positions

Annual Director Elections

Our directors are elected for one-year terms.

 

 

Majority Vote Standard with Director Resignation Policy

In an uncontested election (as is the case for this annual meeting), our bylaws provide that a majority of all the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board.

Further, we have adopted a director resignation policy for directors who fail to receive majority support.

 

 

  Stockholder Amendments to Bylaws
  We provide stockholders the right to amend our bylaws by a majority vote without any ownership or holding period limitations.
     
  Proxy Access
  A stockholder (or a group of up to 20 stockholders) owning 3% or more of outstanding common stock continuously for at least 3 years may nominate, and include in our proxy materials, director candidates constituting up to the greater of two individuals or 20% of the Board, if the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.


 


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2022 PROXY STATEMENT HIGHLIGHTS 5

Compensation Program Highlights

Simplified Pay Elements with Continued Emphasis on At-Risk Compensation

 

Updated in recent years and aligned with stockholder feedback, our compensation structure now includes just four pay elements:

 

  Pay Element Key Characteristics
Annual Base Salary Represents the only fixed component
Annual Cash Bonus Determined 100% formulaically for both our CEO and President based on weightings that directly correspond to our strategy
Performance-Based Equity Awards Awards are 50% based on performance against annual operating goals, subject to a modifier based on absolute TSR over a three-year performance period Awards are 50% based on relative TSR over a three-year performance period
Time-Based Equity Awards Multi-year time-based equity awards that vest based on continued service, and are subject to a no-sell restriction for three years after grant date

 

Reaffirmed Commitment to Performance-Based Executive Compensation Philosophy

 

In direct response to stockholder feedback received during our 2021 fall and winter outreach to stockholders, the Compensation Committee has reaffirmed its commitment to our pre-pandemic executive compensation structure. At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that aligns stockholder value with the economic interests of our management team. For 2021, approximately 72% of our CEO’s compensation and approximately 64% of the annual compensation paid to our other named executive officers was in the form of multi-year time-based and performance-based equity grants.

 

Majority of 2021 Pay at Risk

 


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6 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

 

ESG HIGHLIGHTS

 

 

     
       

ESG Oversight & Business Integration

 

●   ESG program oversight by the full Board, reflective of the program’s cross-departmental integration and importance to the Company’s long-term strategic plan

●   ESG program’s internal execution team is cross-functional with executive-level participation, including SL Green’s Chief Operating Officer, SVP, Director of Sustainability & Hospitality, and SVP of Human Resources

●   ESG platform is integrated throughout SL Green’s business, which has led to effective risk-management practices that influence corporate strategy and decision-making

 

   

Our disclosures are in line with the GRI, CDP, GRESB, SASB, and TCFD reporting frameworks and UN SDG guidelines

 

●   SASB Disclosures since 2020, consistent with data reported to GRESB

●   TCFD signatory in 2021 along with issuance of first formal TCFD report

●   Annual ESG Report in accordance with GRI standards framework and CRE supplement

●   Third-party assurance of environmental performance data

 

Key ESG Achievements

 

   
ESG Risk Rating Top 15% of Most Favorable 2019–2021   Green Star 2019–2021
“A” Rating on Public Disclosure 2017–2021
  FTSE4Good Index Constituent 2020–2021
         
         
   
91st Percentile among Global Peers Assessed   Top 25% of all Residential & Commercial REITs   R-Factor™ Score Outperformer 2020–2021
         
         
     
One Vanderbilt - 2021 ULI New York Award for Excellence in Development   One Vanderbilt — Only building worldwide to achieve LEED v3 Platinum and v4 Gold simultaneously   One Vanderbilt – Smart Building of the Year
         
         
   
Partner of the Year 2015–2016, 2018–2021 Sustained Excellence 2018–2021   Gold Level 2020   Changemaker Award 2018–2021

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SL GREEN REALTY CORP.
One Vanderbilt Avenue
New York, New York 10017-3852

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

  Date & Time   Location   Record Date
  June 1, 2022
10:00 AM, Eastern Time
  The auditorium at One Vanderbilt
Avenue, New York, New York
  March 31, 2022

 

Dear Stockholder:

 

You are invited to attend the 2022 annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on June 1, 2022 at 10:00 a.m., Eastern Time in the auditorium at One Vanderbilt Avenue, New York, New York. We strongly encourage you to vote your shares by proxy prior to the annual meeting.

 

Items of Business - the annual meeting will be held for the following purposes:

 

       
To elect the ten director nominees named in the proxy statement to serve on the Board of Directors for a one-year term and until their successors are duly elected and qualify
PAGE 9
To hold an advisory vote on executive compensation
PAGE 41
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022
PAGE 78
To approve the Fifth Amended and Restated 2005 Stock Option and Incentive Plan
PAGE 80
Vote FOR Vote FOR Vote FOR Vote FOR
               
               

In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the annual meeting and at any adjournments or postponements thereof.

 

Any action may be taken on the foregoing matters at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned, or to which the annual meeting may be postponed.

 

The Board of Directors has fixed the close of business on March 31, 2022 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof.

 

By Order of the Board of Directors,

 

Andrew S. Levine

Secretary
New York, New York
April 21, 2022

 

    Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 1, 2022. This proxy statement and our 2021 Annual Report to Stockholders are available at http://www.proxyvote.com

Voting

 

Your vote is very important to us. Please vote as soon as possible by one of the methods shown below:

 

By Internet

Visit
www.proxyvote.com

By Telephone

Call 1-800-454-8683

       

By Tablet or Smartphone

Scan this QR code to vote with your mobile device

 

Whether or not you plan to attend the annual meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone by following the instructions on the website indicated in the Notice of Internet Availability of Proxy Materials that you received in the mail. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you attend the annual meeting, you may vote during the annual meeting if you wish, even if you previously have signed and returned your proxy card. Please note that if your shares are held of record by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares voted.



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8

 

TABLE OF CONTENTS

 

LETTER TO STOCKHOLDERS  
   
2022 PROXY STATEMENT HIGHLIGHTS 2
   
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 7
   
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 9
Proposal 1: Election of Directors 9
   
Information Regarding the Director Nominees 10
   
Board Structure and Independence 24
   
Board Committees 26
   
Corporate Governance 30
   
Director Compensation 38
   
EXECUTIVE OFFICERS 40
   
EXECUTIVE COMPENSATION 41
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers 41
   
Compensation Discussion and Analysis 42
   
Compensation Committee Report 65
   
Executive Compensation Tables 66
   
AUDIT COMMITTEE MATTERS 77
   
Audit Committee Report 77
   
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 78
   
Pre-Approval Policies and Procedures of our Audit Committee 79
   
Fee Disclosure 79
OTHER PROPOSALS   80
     
Proposal 4: Approval of the Fifth Amended and Restated 2005 Stock Option and Incentive Plan 80
   
Shares Available for Issuance 80
   
Burn Rate 81
   
Summary of Material Amendments 82
   
Summary of the Provisions of our Fifth Amended and Restated 2005 Stock Option and Incentive Plan 82
   
Material U.S. Federal Income Tax Consequences 86
   
New Plan Benefits 87
   
STOCK OWNERSHIP INFORMATION 88
   
Security Ownership of Certain Beneficial Owners and Management 88
   
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 91
   
OTHER INFORMATION 93
   
Questions and Answers about the Annual Meeting 93
   
Other Matters 96
   
APPENDIX A A-1
   
APPENDIX B B-1



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9

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

PROPOSAL 1    
   

ELECTION OF DIRECTORS

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated 10 directors for election to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualify.

●  John H. Alschuler ●  Lauren B. Dillard ●  John S. Levy
●  Betsy S. Atkins ●  Stephen L. Green ●  Andrew W. Mathias
●  Carol N. Brown ●  Craig M. Hatkoff  
●  Edwin T. Burton, III ●  Marc Holliday  

Each of the nominees is currently serving as a director, and has consented to being named in this proxy statement and to serve as a director if elected. However, if any of the nominees is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person as the Board nominates or the Board may reduce the size of the Board.

Majority Voting Standard

A majority of all the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board. This means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee, with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee. For more information on the operation of our majority voting standard in director elections, see the section entitled “Our Board of Directors and Corporate Governance—Corporate Governance—Majority Voting Standard and Director Resignation Policy.”

The Board unanimously recommends a vote “FOR” the election of Messrs. Alschuler, Burton, Green, Hatkoff, Holliday, Levy and Mathias and Mses. Atkins, Brown and Dillard.

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10 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

INFORMATION REGARDING THE DIRECTOR NOMINEES

The following table, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2022 annual meeting, based upon information furnished by each director.

        Other Current Public Board                       Committee Memberships
    Name Directorships    Age    Independent   Director Since   AC CC NCGC EC
  John H. Alschuler

●  Xenia Hotels and Resorts

●  The Macerich Company

  74     1997       M M
  Betsy S. Atkins ●  Wynn Resorts Ltd.   68     2015   M   M  
  Carol N. Brown     52     2022       M  
  Edwin T. Burton, III     79     1997   C M    
  Lauren B. Dillard     46     2016   M C    
  Stephen L. Green     84       1997         M
  Craig M. Hatkoff ●  Jaguar Global Growth Corporation I   68     2011   M   C  
  Marc Holliday     55       2001         C
  John S. Levy     86     1997     M M  
  Andrew W. Mathias     48       2014          

 

C = Chair AC = Audit Committee NCGC = Nominating and Corporate Governance Committee
     
M = Member CC = Compensation Committee EC = Executive Committee

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 11

The matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skills of our directors.

  Skills, Experiences and Attributes        Alschuler   Atkins   Brown   Burton, III   Dillard   Green   Hatkoff   Holliday   Levy   Mathias 
Executive Leadership    
Finance/Capital Markets    
Risk Management  
Public Company Board Service/Corporate Governance          
REIT/Real Estate Industry        
Experience Over Several Business Cycles    
Talent Management        
Academia              
Accounting              
Government/Regulatory Experience            
Technology/Cybersecurity              
Diversity                

Our Board currently includes three female directors, including one racially/ethnically diverse director.


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12 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Director Nominees

     
 

JOHN H.
ALSCHULER

Lead Independent
Director

Director Since: 1997

Age: 74

SL Green Board Service

●  Nominating
and Corporate
Governance
Committee

●  Executive
Committee

 
     

Mr. Alschuler’s achievements in academia and business, as well as his extensive knowledge of commercial real estate, New York City’s economy, commercial and other markets in New York City and national and international markets for real estate, and his expertise in inter-governmental relations, allow him to assess the real estate market and the Company’s business from a knowledgeable and informed perspective, from which he provides valuable insights into the Company’s business.

Professional Experience

Executive Chair of Therme North America, an entity which designs, builds and operates large scale well-being facilities, since 2022
Chair of HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization, from 2008 to 2021
Adjunct Associate Professor, Graduate School of Architecture, Planning & Preservation at Columbia University, teaching real estate development
Board of Directors of the Center for an Urban Future, Friends of the High Line Inc., and the Sag Harbor Cinema Arts Center, each a 501(c)(3) tax-exempt organization
B.A. degree from Wesleyan University and Ed.D. degree from the University of Massachusetts at Amherst

Other Public Board Directorships

Xenia Hotels and Resorts, Inc. since 2015
The Macerich Company since 2015

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
REIT/Real Estate Industry
   
Talent Management
   
Government/Regulatory Experience
Finance/Capital Markets
   
Public Company Board Service/Corporate Governance
   
Experience Over Several Business Cycles
   
Academia




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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE      13
   
     
 

BETSY S.
ATKINS

Independent Director

Director Since: 2015

Age: 68

SL Green Board Service

●  Audit Committee

●  Nominating
and Corporate
Governance
Committee

 
     

Ms. Atkins has deep expertise in many areas, including executive leadership and operational experience in various technology, durable goods, energy efficiency infrastructure and retail industries, as well as significant public board experience, which gives her broad experience and thought leadership in corporate governance matters generally, including executive compensation and evolving best practices in sustainability and enterprise risk management.

Professional Experience

Chief Executive Officer of Baja Corp, an independent venture capital firm focused on technology, renewable energy and life sciences industries, since 1994
Chief Executive Officer and Chairman of the Board of Directors of Clear Standards, Inc., a provider of energy management solutions, from February 2009 to August 2009, when Clear Standards was acquired by SAP AG, a business software company
Chairman and Chief Executive Officer of NCI, Inc., a functional food/nutraceutical company, from 1991 to 1993
Co-founded Ascend Communications, Inc. in 1989, member of its Board of Directors and Executive Vice President of sales, marketing, professional services and international operations prior to its acquisition by Lucent Technologies
Formerly an advisor to SAP SE, an advisor to British Telecom and a presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee
Former member of the Board of Directors of Covetrus, Inc., February 2019 to September 2019; Schneider Electric, SA, April 2011 to April 2019; Cognizant Technology Solutions Corporation, April 2017 to October 2018; HD Supply, Inc., September 2013 to April 2018; Polycom, Inc., 1999 to April 2016; Darden Restaurants, Inc., October 2014 to September 2015
B.A. from the University of Massachusetts

Other Public Board Directorships

Wynn Resorts Ltd. since April 2018

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
Experience Over Several Business Cycles
   
Technology/Cybersecurity
Finance/Capital Markets
   
Public Company Board Service/Corporate Governance
   
Accounting
   
Diversity




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14 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   
     
 

CAROL N.
BROWN

 

Independent Director

Director Since: 2022

Age: 52

SL Green Board Service

●  Nominating
and Corporate
Governance
Committee

 
     

Ms. Brown’s extensive experience in academia, including teaching and writing in the areas of property, land use planning, real estate transactions, and housing law, bring a unique and valuable perspective to the Board.

Professional Experience

Professor at the University of Richmond School of Law since 2012, teaching Property Law Survey, Housing Law, Land Use Planning, and Real Estate Transactions
Former Professor at the University of North Carolina School of Law from 2008 to 2012 and Associate Professor from 2007 to 2008
Former Associate Professor of Law at the University of Alabama School of Law, and Assistant Professor from 2001 to 2004
Former Associate at Sirote & Permutt, P.C. in Birmingham, Alabama focusing on general business, real estate, and consumer finance
Former Associate at McGuire, Woods, Battle & Bootle, L.L.P. in Richmond, Virginia focusing on labor and employment discrimination
Former Judicial Law Clerk for the Honorable Sharon L. Blackburn, United States District Court, Northern District of Alabama
B.A. from Duke University and J.D./L.L.M. from Duke University School of Law

Skills, Experiences and Attributes

Risk Management
   
Academia
   
Technology/Cybersecurity
REIT/Real Estate Industry
   
Government/Regulatory Experience
   
Diversity




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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE      15
   
     
 

EDWIN T.
BURTON, III

Independent Director

Director Since: 1997

Age: 79

SL Green Board Service

●  Audit Committee,
Chair

●  Compensation
Committee

 
     

In addition to his experience in academia as a seasoned professor of economics, Mr. Burton’s extensive skills and experience in corporate governance, financial, compensation and legal matters allow him to provide valuable financial expertise and insights into the Company’s business.

Professional Experience

Professor of Economics at the University of Virginia since 1988; has held teaching positions at York College, Rice University and Cornell University, and has written and lectured extensively in the field of Economics
Consultant to numerous companies on investment strategy and investment banking
Member of the Board of Trustees of the Virginia Retirement System for state and local employees of the Commonwealth of Virginia from 1994 to 2001 and then again from 2004 to 2014, and served as its Chairman from 1997 until March 2001
Senior Vice President, Managing Director and director of Interstate Johnson Lane, Incorporated, an investment banking firm, where he was in charge of the Corporate Finance and Public Finance Divisions from 1994 to 1995
President of Rothschild Financial Services, Incorporated (a subsidiary of Rothschild, Inc. of North America), an investment banking company headquartered in New York City that is involved in proprietary trading, securities lending and other investment activities from 1987 to 1994
Consultant to the American Stock Exchange from 1985 to 1986
Senior vice president with Smith Barney (or its corporate predecessor) from 1976 to 1984
Member of the Board of Directors of Chase Investors, a privately-held registered investment advisor, since 2004
Former member of the Board of Directors of Capstar Hotel Company, a publicly-traded hotel company, Virginia National Bank, a publicly-traded commercial bank, and SNL Securities, a private securities data company
B.A. degree in Economics from Rice University and Ph.D. degree in Economics from Northwestern University

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
Experience Over Several Business Cycles
   
Accounting
Finance/Capital Markets
   
Public Company Board Service/Corporate Governance
   
Academia




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16 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   
     
 

LAUREN B.
DILLARD

Independent Director

Director Since: 2016

Age: 46

SL Green Board Service:

●  Audit Committee

●  Compensation
Committee, Chair

 
     

Ms. Dillard’s sophisticated understanding of tax, real estate, investment programs, finance, compensation and corporate governance, all viewed through the lens of over fifteen years of global private equity experience and together with her considerable operational expertise, provides the Board and the Company with deep and practical insight on a broad range of matters.

Professional Experience

Chief Financial Officer and Senior Managing Director of Vista Equity Partners, a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, since April 2022
Executive Vice President of Investment Intelligence of Nasdaq, Inc., a global technology firm serving the capital markets and other industries, from June 2019 to April 2022
Managing Director for the Carlyle Group, a global alternative asset manager, from 2011 to May 2019, head of Carlyle’s Investment Solutions Group since December 2015 and member of Carlyle’s Management Committee; joined Carlyle in 2002
Chief Operating Officer and Chief Financial Officer of Carlyle’s Investment Solutions Group from 2013 to December 2015; former head of Global Tax Department and head of Global Equity Programs; and member of Carlyle’s Transaction Team where she played a significant role in transactions, including Carlyle’s initial public offering
Served in the Real Estate and Financial Services Group of the Tax Practice of Arthur Andersen, LLP prior to 2002
Current Executive Sponsor for the Women’s Initiative at Nasdaq, member of the Private Equity Women Investor Network (PEWIN) and other women in finance industry initiatives
B.S. in business administration from the University of Richmond

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
REIT/Real Estate Industry
   
Talent Management
   
Technology/Cybersecurity
Finance/Capital Markets
   
Public Company Board Service/Corporate Governance
   
Experience Over Several Business Cycles
   
Accounting
   
Diversity




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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE      17
   
     
 

STEPHEN L.
GREEN

Director

Director Since: 1997

Age: 84

SL Green Board Service

●  Executive
Committee

 
     

In addition to his industry-wide reputation, Mr. Green’s extensive skills and experience in real estate, including founding our predecessor, provide him with invaluable knowledge of and expertise in our business and industry. This experience, particularly his experience having led our predecessor and the Company, contributes depth and context to the Board’s discussions of the Company’s business.

Professional Experience

Chairman Emeritus at the Company since January 2019
Chairman of the Board of the Company from 1997 through January 2019
Former executive officer working in conjunction with our Chief Executive Officer and overseeing the Company’s long-term strategic direction; formerly served as our Chief Executive Officer
Founded our predecessor, S.L. Green Properties, Inc., in 1980; prior to our initial public offering in 1997, Mr. Green was involved in the acquisition of over 50 Manhattan office buildings containing in excess of 10.0 million square feet
Chairman of the Board of Gramercy Capital Corp. from August 2004 to June 2009
At-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York
Member of the Board of Directors of Streetsquash, Inc., a Section 501(c)(3) tax-exempt organization
Previously member of the Board of Directors of Stemedica Cell Technologies, Inc., August 2007 to April 2009; Chairman of the Real Estate Board of New York’s Tax Committee
B.A. degree from Hartwick College and J.D. degree from Boston College Law School

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
Experience Over Several Business Cycles
   
Government/Regulatory Experience
Finance/Capital Markets
   
REIT/Real Estate Industry
   
Talent Management




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18 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   
     
 

CRAIG M.
HATKOFF

Independent Director

Director Since: 2011

Age: 68

SL Green Board Service

●  Audit Committee

●  Nominating
and Corporate
Governance
Committee, Chair

 
     

Mr. Hatkoff has in-depth expertise and knowledge of real estate, capital markets, finance, private investing, entrepreneurship and executive management through his work with Chemical Bank, Victor Capital Group and Capital Trust. As a result of the foregoing, Mr. Hatkoff provides a unique insight into the financial markets generally, valuation analysis, strategic planning, and unique financing structures and alternatives. He also possesses entrepreneurial, brand marketing, social media, technology and innovation, and senior leadership experience through his private investments and service on the Boards of numerous educational and charitable organizations. Mr. Hatkoff also has extensive Board and Board committee experience at other public companies, including his prior service at Taubman Centers, Inc. and his long-standing service to Capital Trust, Inc., which enables him to provide significant insight as to governance and compliance-related matters particular to real estate companies.

Professional Experience

Vice Chairman of Capital Trust, Inc., a real estate investment management company that was listed on the New York Stock Exchange, and one of the largest dedicated real estate mezzanine lenders, from 1997 to 2000, and served on its Board of Directors from 1997 to 2010
Trustee of the New York City School Construction Authority, the agency responsible for the construction of all public schools in New York City, from 2002 to 2005
Founder and a managing partner of Victor Capital Group, L.P. from 1989 until its acquisition by Capital Trust, Inc. in 1997
Former co-head of the real estate investment banking unit at Chemical Bank, where he was a pioneer in commercial mortgage securitization
Co-founder of the Tribeca Film Festival; Chairman of Turtle Pond Publications LLC, which is active in children’s publishing and entertainment, and private investor in other entrepreneurial ventures
Adjunct Professor at Columbia Business School
Member of the Board of Directors of Mandela Institute for Humanity
Former member of the Board of Directors of Taubman Centers, Inc., 2004 to January 2019 and Colony Capital, Inc. from February 2019 to February 2021

Other Public Board Directorships

Jaguar Global Growth Corporation I since February 2022

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
REIT/Real Estate Industry
   
Talent Management
   
Accounting
Finance/Capital Markets
   
Public Company Board Service/Corporate Governance
   
Experience Over Several Business Cycles
   
Academia
   
Technology/Cybersecurity




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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE      19
   
     
 

MARC
HOLLIDAY

 

Chief Executive
Officer and Chairman
of the Board

Director Since: 2001

Age: 55

SL Green
Board Service

●  Executive
Committee, Chair

 
     

Mr. Holliday’s extensive experience and skills in real estate and finance, as well as his role as Chief Executive Officer of the Company, provide him with valuable knowledge of and expertise in our business and industry. Furthermore, Mr. Holliday’s presence on the Board facilitates communication between the Board and the Company’s senior management.

Professional Experience

Chief Executive Officer of the Company since January 2004; Chairman of the Board since January 2019
Joined the Company as Chief Investment Officer in July 1998; stepped down as President in April 2007 following promotion of Andrew Mathias, current President, to that position
President and Chief Executive Officer of Gramercy Capital Corp., from August 2004 to October 2008, when Mr. Holliday stepped down
Managing Director and Head of Direct Originations for New York-based Capital Trust Inc., a mezzanine finance company, where he was in charge of originating direct principal investments for the firm, consisting of mezzanine debt, preferred equity and first mortgages
Served in various management positions, including Senior Vice President at Capital Trust, Inc.’s predecessor, Victor Capital Group, L.P. from 1991 to 1997
Member of the Board of Directors of NYRA and executive officer and member of the Board of the Real Estate Board of New York, and a former member of the Board of Directors of Columbia University
B.S. degree in Business and Finance from Lehigh University in 1988 and M.S. degree in Real Estate Development from Columbia University in 1990

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
Experience Over Several Business Cycles
   
Government/Regulatory Experience
Finance/Capital Markets
   
REIT/Real Estate Industry
   
Talent Management




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20 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   
     
 

JOHN S.
LEVY

 

Independent Director

Director Since: 1997

Age: 86

SL Green Board Service

●  Nominating
and Corporate
Governance
Committee

●  Compensation
Committee

 
     

Mr. Levy’s extensive skills, experience and sophistication in corporate governance, financial, compensation, legal and commercial matters, including his corporate finance expertise developed at Lehman Brothers, allow him to provide valuable insights into the Company’s business and finances.

Professional Experience

Retired from Lehman Brothers Inc. in 1995; from 1983 to 1995, served as Managing Director and Chief Administrative Officer of the Financial Services Division, Senior Executive Vice President and Co-Director of the International Division and Managing Partner of the Equity Securities Division at Lehman Brothers (or its predecessors)
Associated with A.G. Becker Incorporated (or its predecessors) from 1960 to 1983, where Mr. Levy served as Managing Director of the Execution Services Division, Vice President-Manager of Institutional and Retail Sales, Manager of the Institutional Sales Division, Manager of the New York Retail Office and a Registered Representative
B.A. degree from Dartmouth College.

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
Experience Over Several Business Cycles
Finance/Capital Markets
   
Public Company Board Service/Corporate Governance
   
Talent Management




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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE      21
   
     
 

ANDREW W.
MATHIAS

President

Director Since: 2014

Age: 48

 
     

Mr. Mathias’ extensive experience in real estate, including commercial real estate investment, and in-depth knowledge of the New York City real estate market, as well as his role as President of the Company, provide him with valuable knowledge of our business and industry. Furthermore, Mr. Mathias’ presence on the Board facilitates communication between the Board and the Company’s senior management.

Professional Experience

President of the Company since April 2007
Joined the Company in March 1999 as Vice President and was promoted to Director of Investments in 2002
Chief Investment Officer of the Company from January 2004 until January 2011
Chief Investment Officer of Gramercy Capital Corp. from August 2004 to October 2008
Worked at Capital Trust, Inc. and its predecessor, Victor Capital Group, L.P.
Worked on the high yield and restructuring desk at Bear Stearns and Co.
Member of the Board of Directors for the Regional Plan Association, which works to improve the prosperity, infrastructure, sustainability and quality of life of the New York-New Jersey-Connecticut metropolitan region
B.S. degree in Economics from the Wharton School at the University of Pennsylvania

Skills, Experiences and Attributes

Executive Leadership
   
Risk Management
   
Experience Over Several Business Cycles
   
Government/Regulatory Experience
Finance/Capital Markets
   
REIT/Real Estate Industry
   
Talent Management




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22 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   

Board Refreshment and Diversity

Led by our Nominating and Corporate Governance Committee, the Board engages in ongoing director succession planning, including a focus on refreshing the membership and leadership of the Board and its Committees and enhancing the level of diversity. In January 2019, the leadership of the Board was transitioned from Stephen L. Green, our founder and Chairman of the Board for over 20 years, to Marc Holliday, who also serves as our Chief Executive Officer. Mr. Green continues to serve as a director and as our Chairman Emeritus.

In March 2022, we added Carol N. Brown to our Board as an independent director. With her addition, three of our directors are women, including one racially/ethnically diverse director. We continue seeking to further enhance the diversity of perspectives on the Board, potentially through additional directors that contribute ethnic/racial diversity. As part of our Board succession planning, contingent upon his election at our 2022 annual meeting of stockholders, Mr. Levy will retire from our Board at our 2023 annual meeting of stockholders.

                 
      Diversity       Experience       Leadership
  Our Board has a diversity of knowledge, skills and experience, as well as diversity of age, gender and outlook   Our Board members have broad experience serving on public boards in industries relevant to the Company   Our Board members have strong corporate leadership backgrounds such as being CEO, CFO or holding other Executive positions
                 
  43%   60%   90%
  of our independent Board members are diverse, including gender and racial/ethnic diversity   of our Board currently serve or have served on the Boards of other publicly traded companies   of our Board currently serve or have served as CEO or in senior leadership positions
                 

Identification of Director Candidates

HOW WE IDENTIFY AND CONSIDER DIRECTOR NOMINATIONS

       
Identify
Potential
Candidates
      Our Nominating and Corporate Governance Committee solicits and considers suggestions from our directors and management regarding possible nominees. Our Nominating and Corporate Governance Committee also may procure the services of outside sources or third parties to assist in the identification of director candidates. Candidates may also be identified by stockholders.
       
       
In-Depth
Committee
Review
 

The Nominating and Corporate Governance Committee:

●  Considers experience, qualifications, and diversity, including ethnic/racial diversity

●  Meets with candidates and conducts interviews

—   In considering a potential nominee, each member of the Nominating and Corporate Governance Committee has the opportunity to interview potential nominees in person or by telephone and to submit questions to such potential candidate.

●  Review independence and potential conflicts

       
       
Recommend
Candidates to
Full Board
  The Nominating and Corporate Governance Committee presents potential candidates to full Board for open discussion.
       
       
Review by
Full Board
  The full Board is responsible for approving potential candidates.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 23

NCGC Director Recruitment Process

Our Nominating and Corporate Governance Committee assists the Board in identifying and reviewing director candidates and recommends director nominees to the Board to be considered for election at our annual meeting of stockholders. Our Nominating and Corporate Governance Committee adopted a written policy on the criteria and process of identifying and reviewing director candidates. Each director candidate must have:

1. education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company’s business or to its status as a publicly owned company;
2. an unblemished reputation for integrity;
3. a reputation for exercising good business judgment; and
4. sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed.

The Nominating and Corporate Governance Committee ensures that the 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 and determines whether the potential nominee has an interest in any transactions to which we are a party.

In making recommendations to the Board, our Nominating and Corporate Governance Committee also considers such factors as it deems appropriate, in light of the skills, qualifications and background of the Board’s current composition and the opportunities and challenges the Board anticipates in the future. Such factors include diversity of perspectives, including with respect to gender, race and ethnicity. The Nominating and Corporate Governance Committee may also consider the following:

the candidate’s industry knowledge and experience;
any actual or potential conflicts of interest and whether the candidate meets the NYSE independence criteria;
the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board;
qualifications to serve on appropriate Board committees (including financial acumen);
technological literacy;
strategic insight;
ability to introduce the Company to business or other opportunities;
reputation in the corporate governance community;
risk management skills; and
the candidate’s knowledge in the area of cybersecurity.

Most recently, the Nominating and Corporate Governance Committee engaged Spencer Stuart to help us identify potential nominees to our Board and requested that Spencer Stuart present diverse candidates in their slate of recommendations, including gender and ethnic/racial diversity. We appointed Carol N. Brown to our Board in March 2022.

Role of Third Party Advisors in Director Recruitment Process

FTI Consulting, Inc., or FTI Consulting, and Spencer Stuart have assisted us in the initial search, screening, interviewing and vetting of potential new directors. FTI Consulting worked closely with our Nominating and Corporate Governance Committee in connection with the additions of Craig Hatkoff in 2011, Betsy S. Atkins in 2015 and Lauren B. Dillard in 2016, and Spencer Stuart worked closely with our Nominating and Corporate Governance Committee in connection with the addition of Carol N. Brown in 2022 (who was initially recommended for consideration by Mr. Burton).

Stockholder Recommendations of Director Candidates

Our Nominating and Corporate Governance Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating all other candidates. Any recommendations by stockholders are to follow the procedures outlined under “Other Information—Other Matters—Stockholder Proposals and Nominations” in this proxy statement and should provide the reasons supporting a candidate’s recommendation, the candidate’s qualifications and the candidate’s written consent to being considered as a director nominee.


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24 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

BOARD STRUCTURE AND INDEPENDENCE

Board Leadership Structure

The Board currently consists of ten members. The current leadership structure of the Board consists of Marc Holliday, who serves as the Chairman of the Board and our Chief Executive Officer, John Alschuler, who serves as our Lead Independent Director, and the independent directors who serve as Chairs for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. With over 17 years of experience leading the Company, Mr. Holliday is uniquely qualified to serve as the Chairman of the Board, and the Board believes that Mr. Holliday’s combined role as Chairman of the Board and Chief Executive Officer, together with the participation of other members of management and independent directors in its leadership structure, helps promote unified leadership and direction for the Company and the Board while also ensuring appropriate independent oversight of management by the Board.

Lead Independent Director

The Board believes that having a Lead Independent Director improves the overall functioning of the Board and strengthens the ability of the independent directors to effectively exercise independent oversight of management during periods when the Chairman of the Board is not an independent director. The Lead Independent Director is appointed by the independent directors on the Board, and has a number of responsibilities that help facilitate communication among our independent directors and between our independent directors and our Chief Executive Officer and Chairman, and ensure appropriate independent oversight of management by the Board.

       
       
 

JOHN H.
ALSCHULER

Lead Independent

Director since 2010

   
       
       

Role of the Lead Independent Director

In addition to presiding at executive sessions of independent directors, the Lead Independent Director has the responsibility to:

1.       consult with the Chairman of the Board and Chief Executive Officer as to an appropriate schedule and agenda for each Board meeting, seeking to ensure that the independent directors can perform their duties effectively and responsibly;
2.   ensure that the independent directors have adequate resources, especially by way of full, timely and relevant information to support their decision making;
3.   advise the Chief Executive Officer and Chairman as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
4.   recommend to the Board and the Board Committees the retention of advisers and consultants who report directly to the Board;
5.   ensure that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management present and, as appropriate, call meetings of the Independent Directors;
6.   serve as Chairman of the sessions of the independent directors;
7.   serve as principal liaison between the independent directors and the Chief Executive Officer and Chairman of the Company and between the independent directors and senior management;
8.   communicate to management, as appropriate, the results of private discussions among independent directors;
9.   chair the meetings of the Board when the Chairman is not present;
10.   with respect to questions and comments directed to the Lead Independent Director or to the independent directors as a group, determine the appropriate means of response, with such consultation with the Chief Executive Officer and Chairman and other directors as the Lead Independent Director may deem appropriate; and
11.   perform such other duties as the Board from time to time may delegate.


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 25

Board and Committee Self-Evaluations

The Board believes that good governance can only be achieved through rigorous self-evaluation. Each year, our Nominating and Corporate Governance Committee establishes formal self-assessment procedures that are consistent with our Governance Principles, NYSE listing requirements and best practices identified during prior self-evaluations. The Board also engages with stockholders and third party advisers throughout the year to discuss corporate governance practices, and to ensure that the Board and its committees follow practices that are optimal for the Company and its stockholders while also delivering superior total return.

Board Evaluation Process

         

Initiate Process

NCGC establishes Board and committee self-evaluation process, including incorporation of process improvements from previous review cycles

     

Conduct Evaluation

Directors meet to formally discuss the functioning of the Board and any committees on which they serve to identify areas for improvement. Independent directors meet separately with outside counsel.

     

Implement Conclusions

The Board and each committee implement proposed governance improvements with assistance of management and third party advisors, as needed

         

Director Independence

Our Governance Principles provide that a majority of our directors serving on the Board must be independent as required by the listing standards of the NYSE. In addition, the Board adopted director independence standards that assist the Board in making its determinations with respect to the independence of directors. The Board has reviewed all relevant facts and circumstances and considered all applicable relationships of which the Board had knowledge, between or among the directors and the Company or our management (some of such relationships are described in the section of this proxy statement entitled “Certain Relationships and Related Party Transactions”). Based upon this review, the Board has determined that each of the following directors and director nominees has no direct or indirect material relationship with us and is independent under the listing standards of the NYSE and our director independence standards: Mses. Betsy S. Atkins, Carol N. Brown and Lauren B. Dillard and Messrs. John H. Alschuler, Edwin T. Burton, III, Craig M. Hatkoff and John S. Levy. The Board has determined that Messrs. Stephen L. Green, Marc Holliday and Andrew W. Mathias, our three other directors, are not independent.

Executive Sessions of Non-Management Directors

Our Governance Principles require the non-management directors serving on the Board to meet in an executive session at least annually without the presence of any directors or other persons who are part of our management. In accordance with such requirement, the independent directors meet in executive sessions from time to time on such a basis. The executive sessions are regularly chaired by our Lead Independent Director.


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26 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Communications with the Board

We have a process by which stockholders and/or other parties may communicate with the Board, individual directors (including the independent directors) or independent directors as a group. Any such communications may be sent to the Board or any named individual director (including the independent directors), by U.S. mail or overnight delivery and should be directed to Andrew S. Levine, Secretary, at SL Green Realty Corp., One Vanderbilt Avenue, 28th Floor, New York, New York 10017-3852. Mr. Levine forwards all such communications to the intended recipient or recipients. Any such communications may be made anonymously.

Director Attendance

The Board held five meetings during fiscal year 2021, and all directors attended 75% or more of the Board meetings and meetings of the committees on which they served during the periods they served during fiscal year 2021, with the exception of Ms. Atkins who attended 67% of meetings held during 2021. Ms. Atkins’s absences were due primarily to an illness in December 2021, which caused her to be unable to attend both a meeting of the Board and a meeting of the Audit Committee held on the same day, as well as emergency family circumstances arising during the course of 2021 that rendered her unable to attend additional meetings of the Audit Committee. Ms. Atkins has a long history of diligent service on not only our Board but also the boards of numerous other public companies. Notwithstanding her absences, Ms. Atkins was an engaged and valuable member of our Board during 2021, and we believe Ms. Atkins’s reduced attendance during 2021 to be an anomaly resulting from illness and other unforeseeable impediments that Ms. Atkins does not expect will recur in the future. In addition to participating in formal meetings, our Board members regularly communicate with each other, members of management and advisors and take action by written consent.

We encourage each member of the Board to attend each annual meeting of stockholders. Two of our directors attended the annual meeting of stockholders held on June 8, 2021.

BOARD COMMITTEES

The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. The current charters for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our corporate website at www.slgreen.com under the “Investors—Corporate Governance” section. Further, we will provide a copy of these charters without charge to each stockholder upon written request. Requests for copies should be addressed to Andrew S. Levine, Secretary, at SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852. From time to time, the Board also may create additional committees for such purposes as the Board may determine.


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 27
   
       
       
 

AUDIT
COMMITTEE

Members

Edwin T. Burton, III
(Chair)
Betsy S. Atkins
Lauren B. Dillard
Craig M. Hatkoff

Meetings in 2021: 12

   
       
       

Principal Responsibilities:

Our Audit Committee’s primary purposes are to:

     
  Select and appoint our independent registered public accounting firm
  Assist the Board in its oversight of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the qualifications and independence of the registered public accounting firm employed by the Company for the audit of the Company’s financial statements; the performance of the people responsible for the Company’s internal audit function; and the performance of the Company’s independent registered public accounting firm
  Prepare the report that is required to be included in this proxy statement by the rules of the SEC
  Provide an open avenue of communication among the Company’s independent registered public accounting firm, its internal auditors, its management and the Board

Each member of the Audit Committee is independent within the meaning of the rules of the NYSE and the SEC and each of them meets the financial literacy standard required by the rules of the NYSE.

Additional information regarding the functions performed by our Audit Committee is set forth in the “Audit Committee Report” included in this annual proxy statement.

Audit Committee Financial Expert

The Board determined that Edwin T. Burton, III qualifies as an “audit committee financial expert,” as defined in Item 407(d) of SEC Regulation S-K.

     
     

Our management is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.

Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of our Annual Report on Form 10-K, reviewing our quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q and annually auditing the effectiveness of our internal control over financial reporting and other procedures.



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28 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   
       
       
 

COMPENSATION
COMMITTEE

Members

Lauren B. Dillard (Chair)
Edwin T. Burton, III
John S. Levy

Meetings in 2021: 2

In addition to participating in formal meetings, our Compensation Committee members regularly communicate with each other, members of management and advisors and take action by written consent.

   
       
       

Principal Responsibilities:

Our Compensation Committee’s primary purposes are to:

     
  Determine how the Company’s Chief Executive Officer should be compensated
  Administer the Company’s employee benefit plans and executive compensation programs
  Determine compensation of our executive officers other than our Chief Executive Officer
  Produce the report on executive compensation that is required to be included in this proxy statement
  Solicit recommendations, with respect to the compensation of our executive officers, from our Chief Executive Officer regarding total compensation for all executive officers other than the Chief Executive Officer and review his recommendations in terms of total compensation and the allocation of such compensation among base salary, annual bonus amounts and other long-term incentive compensation as well as the allocation of such items between cash and equity compensation
Each member of the Compensation Committee is independent within the meaning of the rules of the NYSE.
     
     
Our Compensation Committee retained Gressle & McGinley LLC as its independent outside compensation consulting firm and engaged Gressle & McGinley LLC to provide our Compensation Committee with relevant data concerning the marketplace, our peer group and its own independent analysis and recommendations concerning executive compensation. Gressle & McGinley LLC regularly participates in Compensation Committee meetings. See “Executive Compensation—Compensation Discussion and Analysis.”


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 29
   
       
       
 

NOMINATING
AND
CORPORATE
GOVERNANCE
COMMITTEE

Members

Craig M. Hatkoff (Chair)
John H. Alschuler
Betsy S. Atkins
John S. Levy

Meetings in 2021: 1

In addition to participating in formal meetings, our Nominating and Corporate Governance Committee members regularly communicate with each other, members of management and advisors and take action by written consent.

   
       
       

Principal Responsibilities

Our Nominating and Corporate Governance Committee’s primary purposes are to:

     
  Identify individuals qualified to fill vacancies or newly-created positions on the Board
  Recommend to the Board the persons it should nominate for election as directors at annual meetings of the Company’s stockholders
  Recommend directors to serve on all committees of the Board
  Develop and recommend to the Board governance principles applicable to the Company
Each member of the Nominating and Corporate Governance Committee is independent within the meaning of the rules of the NYSE.

 


 

       
       
       
       
 

EXECUTIVE
COMMITTEE

Members

Marc Holliday (Chair)
Stephen L. Green
John H. Alschuler

Meetings in 2021: 0

Our Executive Committee did not take any actions by written consent during fiscal year 2021, as all matters within its authority were approved by the Board.

   
       
       

 

Principal Responsibilities

Subject to the supervision and oversight of the Board, our Executive Committee is responsible for, among other things:

  the approval of our acquisition, disposition and financing of investments
  the authorization of the execution of certain contracts and agreements, including those relating to our borrowing of money
  the exercise, in general, of all other powers of the Board, except for such powers that require action by all directors or the independent directors under our articles of incorporation or bylaws or under applicable law


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30 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

CORPORATE GOVERNANCE

Corporate Governance Highlights

     

Board Independence and Composition

●  Majority independent Board and 100% independent Nominating and Corporate Governance, Audit and Compensation Committees

●  Lead Independent Director role with robust responsibilities

Board and Board Committee Practices

●  Board and committee self-evaluations

●  Risk oversight by full Board and Audit Committee

●  ESG oversight

●  Robust stockholder engagement

Stockholder Rights

●  Annual election of all directors

●  Proxy access bylaw provision

●  Majority voting standard for director elections

     

Board Oversight of Strategy

One of the most important functions of the Board relates to its role in formulating and overseeing the execution of our business strategy. In order to do this the Board:

actively participates with management in the formulation and refinement of our business strategy to help ensure that our strategic goals are thoughtfully constructed and well-articulated;
   
periodically meets with our management and external advisors in full day or multi-day sessions focused on long-term strategic planning;
   
no less than quarterly, receives updates from management regarding internal progress toward strategic goals and changes in market conditions and external strategic opportunities and challenges in order to assist our management in refining its business strategy and reacting to particular opportunities or challenges that arise;
   
monitors and evaluates performance through these regular updates and by actively engaging in dialogues with our senior management team;
   
discusses aspects of our business strategy at every meeting, and includes key elements of our strategy in the work performed by the committees of the Board; and
   
oversees financial and operational performance, non-financial measures, including sustainability, social and governance goals.

The Board believes that, through these ongoing efforts, it is able to focus on our performance over the short, intermediate and long term to secure the continuing health and success of the business for our stockholders.

OVERSIGHT OF STRATEGIC RESPONSE TO COVID-19 PANDEMIC
Since the beginning of the COVID-19 pandemic, the Board has devoted significant time to overseeing our strategic response to the pandemic, including working with management to assess the impact of the pandemic on all aspects of our business, and guiding the Company as we enhanced and deployed our pandemic response plan.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 31

Risk Oversight

           
 

Board

The Board is responsible for overseeing the Company’s risk management process. Both directly and through its committees, the Board focuses on the Company’s general risk management strategy and the most significant risks facing the Company, and ensures that appropriate risk mitigation strategies are implemented by management. The Board is routinely apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. In particular, the Board focuses on overseeing risks relating to the financial health of the Company, including the structure and amount of our debt, broad market conditions, leasing activity and expirations, status of development projects, environmental, social and governance (ESG) issues, succession planning and other material risks facing the Company.

 
         
     
         
         
 

Audit Committee

●  Oversees the Company’s risk management process

●  Reviews with management (a) Company policies with respect to risk assessment and management of risks that may be material to the Company, (b) disclosure controls and internal controls over financial reporting and (c) the Company’s compliance with legal and regulatory requirements

●  Reviews major legislative and regulatory developments that could have a material impact on the Company’s contingent liabilities and risks

Compensation
Committee

Considers potential risks to the Company in its determinations of the overall structure of our executive compensation program, our ability to attract, retain and motivate our management team, the specific goals it establishes for our executives and the influence of incentive compensation on risk-taking

Nominating and
Corporate Governance
Committee

Considers potential risks to the Company related to the composition of the board, including succession planning and diversity, environmental, social and governance matters, compliance with corporate governance guidelines and adoption of new policies and governance guidelines

 
         
   
     
     
     
   
 

Management

The Company’s management is responsible for day-to-day risk management, including the primary monitoring and testing function for company-wide policies and procedures, and management of the day-to-day oversight of the risk management strategy for the ongoing business of the Company. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels.

 
   

All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that the Board leadership structure supports this approach.


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32 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   

OVERSIGHT OF CYBERSECURITY

Included in our Board’s oversight and approach to risk management is a focus on cybersecurity. As we transmit sensitive data across networks and rely on Internet-based systems to run our buildings, we are dedicated to protecting this information and the systems used to process it. We ensure our employees, processes, systems, and external partners are aligned with cybersecurity best practices.

Our actions include:

Regular assessment to ensure we are positioned to respond to security and privacy risks and to identify vulnerability gaps
   
Conduct quarterly mandatory training for employees
   
Continuous scan of our systems for vulnerabilities to ensure that any identified risks are immediately addressed
   
Employ external agencies to test the efficacy of our security protocols
   
Maintain cyber liability insurance coverage
   
Leverage the cloud to employ sophisticated cybersecurity measures

Stockholder Outreach

The Board believes that engaging in stockholder outreach is an essential element of strong corporate governance. We strive for a collaborative approach to issues of importance to investors and continually seek to better understand the views of our investors on key topics.

Who We Engage

Over the past several years, the chairs of the Compensation and Nominating and Governance Committees and members of our senior management team have reached out to many of our largest institutional investors.

Offered Engagement with Approximately

How We Engage

We held meetings, conducted calls and otherwise engaged with investors on topics including our business strategy and executive compensation as well as governance and ESG matters.

     
     

Our Track Record of Responsiveness

We shared the feedback received during our outreach process with the Board and its committees to make meaningful changes to our compensation and corporate governance practices and launch new initiatives. In addition to the changes outlined in the table below, we have declassified our Board, adopted proxy access, implemented majority voting for uncontested director elections, and adopted an amendment to our bylaws to permit our stockholders to amend our bylaws by a majority vote.


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 33

The table below summarizes the feedback received during the post-2021 annual meeting outreach and actions taken in response:

Feedback Theme Specific Topics Stockholder Feedback
(“What We Heard”)
Action
(“What We Did”)
Executive
Compensation
Overall Compensation Philosophy Stockholders support our pre-pandemic compensation structure that focused on performance-based pay elements The Compensation Committee has reaffirmed its commitment to our pre- pandemic compensation structure
  2021 Vote Discussion Stockholders who voted against Say on Pay in 2021 consistently indicated they did so primarily because they disagreed with the specific decision to grant additional time-based equity 2021 compensation is approximately 90% at-risk for all of our named executive officers, and performance-based incentives are in line with pre-pandemic percentages
  Approach to Future Pandemic-Related Business Disruption Stockholders who voted against Say on Pay in 2021 wanted to understand the Compensation Committee’s approach to incentive compensation, in light of the unpredictability of the COVID-19 virus The Committee and Board agree that in a similarly highly disruptive event to the business, feedback from stockholder engagement and discussions with proxy advisors will inform the approach taken with respect to the treatment of incentive compensation
  Design of compensation program Stockholders confirmed strong support for actions taken since 2018 to simplify the pay elements and strengthen the alignment of pay and performance Executives’ employment agreements renewed at the end of 2021 were substantially identical to the agreements redesigned in 2018, further confirming the Compensation Committee’s commitment to our pre-pandemic compensation structure
Corporate
Governance
Board racial/ethnic diversity Stockholders requested the addition of qualified directors who would enhance the racial/ethnic diversity on the Board Appointed Carol N. Brown, a law professor with expertise in real estate law, to the SLG Board effective March 4, 2022
  Board succession planning Stockholders requested disclosure of Board succession planning Terminating retainer for Chairman Emeritus effective December 31, 2023, with interim reductions commencing January 1, 2022; Planned retirement of Director John Levy at 2023 annual meeting of stockholders
  Director-by-director skills matrix Stockholders encouraged the inclusion of a director-by-director skills matrix instead of aggregate board skills matrix Enhanced disclosure of board skills by including a director-by-director skills matrix in the 2022 proxy statement
ESG ESG Disclosure Stockholders commended our “spot on” disclosure as being “industry-leading” Published 2021 ESG report in accordance with GRI, CDP, GRESB, SASB, TCFD frameworks, and UN SDG guidelines and first standalone TCFD Report

Stockholder Amendments to Bylaws

Our bylaws provide our stockholders the right to amend our bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter. As amended, our bylaws do not place any limitations on stockholder proposals to amend our bylaws beyond the advance notice provisions that apply to all stockholder proposals. Accordingly, all of our stockholders now have the right to propose any amendments to our bylaws that are permitted by applicable law and, if any such amendment is approved by the affirmative vote of a majority of the votes entitled to be cast on the matter, it will become effective.


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34 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Declassified Board

Our Board is fully declassified, and our directors are elected for one-year terms as of our 2020 annual meeting, following stockholder approval of our proposal to declassify our Board submitted to stockholders at the 2017 annual meeting of stockholders.

Proxy Access

We have adopted a proxy access bylaw provision, enabling our stockholders to include their own director nominees in our proxy materials along with candidates nominated by the Board, so long as stockholder-nominees meet certain requirements, as set forth in our bylaws. For more information on our proxy access bylaw, see the section entitled “Other Information—Other Matters—Stockholder Proposals and Nominations.

Majority Voting Standard and Director Resignation Policy

We have a majority voting standard for director elections. In an uncontested election (as is the case for this annual meeting), our bylaws provide that a majority of all the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board. This means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee, with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee. With respect to a contested election, a plurality of all of the votes cast is sufficient for the election of directors. For this purpose, a contested election is deemed to occur at any meeting of stockholders for which the Secretary determines that the number of nominees or proposed nominees exceeds the number of directors to be elected at such meeting as of the seventh day preceding the date the Company files its definitive proxy statement for such meeting with the SEC (regardless of whether or not thereafter revised or supplemented).

If a nominee who currently is serving as a director receives a greater number of votes “against” his or her election than votes “for” such election in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Governance Principles, any nominee for election as a director in an uncontested election who receives a greater number of votes “against” his or her election than votes “for” such election must, within ten business days following the certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and, within 60 days following the date of the stockholders’ meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of the resignation.

The Board will then take formal action on the recommendation no later than 90 days following the date of the stockholders’ meeting at which the election occurred. In considering the recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and such additional factors, information and alternatives as the Board deems relevant. We will publicly disclose, in a Form 8-K filed with the SEC, the Board’s decision within four business days after the decision is made. The Board also will provide, if applicable, the Board’s reason or reasons for rejecting the tendered resignation.


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 35

Environmental Social & Governance (ESG)

Our mission as the largest owner of commercial office space in New York City is to contribute to its brighter future – this includes reducing greenhouse gas emissions and mitigating climate change risks. We believe continued advancement of the sustainability of our portfolio will serve to build long-term value that benefits all of our stakeholders. Essential to our progress is the ability to attract, develop and retain extraordinary talent by maintaining a healthy and inclusive workplace environment, where we provide our employees with the tools and resources necessary to thrive.

Delivering Value for All Our Stakeholders

       
Employees Tenants Community Shareholders
       
We are committed to workplace diversity and to fostering a corporate culture that enables our employees to meet their full potential, while actively contributing to our ESG evolution.   Our long-standing relationships and continued collaboration with our tenants are essential to long-term improvement of our portfolio’s ESG performance, while providing our tenants with unique offerings to track and foster sustainability. SL Green’s success is linked to a thriving New York City. We support a variety of causes that address the physical, mental, and emotional needs of our community. We also create thousands of jobs and positive community impact. Our ongoing ESG efforts help attract and retain diverse, high-performing talent, maximize our portfolio and give back to our NYC community, elements which are essential to delivering long-term stockholder value.
       
   
  ESG Oversight

●  ESG program oversight by the full Board, reflective of the program’s cross-departmental integration and importance to the Company’s long-term strategic plan

●  Executive level management of ESG program, with dedicated team responsible for implementation, including the Chief Operating Officer, SVP & Director of Sustainability and VP of Human Resources

●  Annual ESG reporting in accordance with GRI, CDP, GRESB SASB and TCFD frameworks

●  ESG disclosures aligned with UN SDG guidelines

●  Third-party assurance of environmental performance data

●  Environmental legislation risk mitigated by long-term capital investments in energy efficiency and tenant programs focused on sustainability

   
   
  Environmental

Goals:

●  Reduce the intensity of portfolio-wide greenhouse gas emissions by 30% by 2025

●  Achieve net zero carbon operations by 2050, in line with Urban Land Institute commitment

●  Achieve 50% recycling rate by 2025, in line with LEED v4 threshold

●  Reduce whole-building energy consumption by 20% by 2030

Achievements:

●  Commit to Science-Based Targets at the highest level of ambition, the 1.5-degree scenario

●  Green building certifications of 93% of Manhattan Operating Properties based on total square footage

●  LEED certified 92% of Manhattan Operating Properties

●  ENERGY STAR labels across 10.6 million square feet, representing 12% of all ENERGY STAR labels achieved in Manhattan by square footage

●  WELL Health-Safety Rating across 23 million square feet, the only NYC owner to have enrolled

●  First WELL Core Certified Platinum project in NYC, and one of the first such projects in the United States (One Vanderbilt)

   

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36 SL GREEN REALTY CORP. 2022 PROXY STATEMENT
   
  Human Capital Management

●  Certified as a Great Place to Work

●  Market-leading benefits program spanning healthcare, 401(k) match, employee stock purchase plan, disability and advanced fertility coverage, wellness and life insurance

●  Investments in human capital development through training programs, tuition reimbursement and ongoing education

●  Zero tolerance, anti-discrimination and anti-harassment policies and training

●  Ethnic minorities represent 54% and women represent 39% of all SL Green employees in 2021

●  Partnership with women’s leadership development organization, Luminary, to cultivate high potential female employees

●  19% of contractors onsite during the construction of One Vanderbilt were Minority and Women-owned Business Enterprises

●  90% of employees are proud to work for SL Green, according to a 2022 employee engagement survey

   
   
  Corporate Philanthropy

●  Corporate and employee contributions totaling $6 million across more than 70 partner organizations focused on providing New Yorkers with access to essential resources

●  Co-founded FOOD 1st to address NYC food insecurity; delivered over 700,000 meals since April 2020

●  Employer-sponsored volunteer days, with civic opportunities chosen and coordinated by employee Community Outreach Ambassadors

●  Participation in Governor’s Committee on Scholastic Achievement, a non-for-profit that connects high school students from underperforming New York communities with corporate mentors

●  7 Dey Street, the first ground-up development in lower Manhattan to be built under the Affordable New York Housing Program

   

For additional information please see SL Green’s 2021 ESG Report.

Governance Principles

The Board adopted Governance Principles that address significant issues of corporate governance and set forth procedures by which the Board carries out its responsibilities. Among the areas addressed by the Governance Principles are director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, annual performance evaluation of the Board and management responsibilities. Our Nominating and Corporate Governance Committee is responsible for, among other things, assessing and periodically reviewing the adequacy of the Governance Principles and will recommend, as appropriate, proposed changes to the Board. Although there is no one-size-fits all approach to corporate governance, we believe that our Governance Principles are aligned with the expectations of our stockholders, including the Investor Stewardship Group (ISG) and the ISG Corporate Governance Principles.

Code of Ethics

The Board adopted a Code of Ethics that applies to our directors, executive officers and employees. The Code of Ethics is designed to assist our directors, executive officers and employees in complying with legal requirements and in resolving moral and ethical issues that may arise, and in complying with our policies and procedures. Among the areas addressed by the Code of Ethics are legal compliance, conflicts of interest, use and protection of the Company’s assets, confidentiality, communications with the public, accounting matters, records retention, fair dealing, discrimination, harassment and health


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 37

and safety. We intend to disclose on our corporate website any amendment to, or waiver of, any provisions of this Code applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.

Whistleblowing and Whistleblower Protection Policy

We have adopted a Whistleblowing and Whistleblower Protection Policy pursuant to which our employees must report if they observe, suspect or become aware of a violation of applicable laws, regulations, or business ethics standards, and pursuant to which the Audit Committee established procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (2) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. If you wish to contact our Audit Committee to report complaints or concerns relating to the financial reporting of the Company, you may do so in writing to the Chair of our Audit Committee, c/o Andrew S. Levine, Secretary, SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852. Any such communications may be made anonymously.

Additional Information

You are encouraged to visit the “Investors—Corporate Governance” section of our corporate website at www.slgreen.com to view or obtain copies of our committee charters, Code of Ethics, Governance Principles and director independence standards. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC. You also may obtain, free of charge, a copy of the respective charters of our committees, Code of Ethics, Governance Principles and director independence standards by directing your request in writing to SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852, Attention: Investor Relations.

Lobbying, Political Contributions and Trade Associations

The Company believes that participation in the public policy process is an important and essential means of enhancing stockholder value. Our efforts in this area are directly overseen by our chief executive officer and periodically reviewed by the full Board and by our legal department on an ongoing basis to ensure compliance with applicable laws.


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38 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

DIRECTOR COMPENSATION

Director Compensation Process

We review our director compensation annually, including engagement of FTI Consulting to evaluate the structure and competitiveness of our non-employee director compensation and recommend changes as appropriate. Based on these reviews, since 2019, we have reduced the value of the annual stock grant to directors by $65,000, from $300,000 to $235,000, and reduced the cash retainer paid for serving as our Lead Independent Director by $15,000, from $85,000 to $70,000.

Most recently, in December 2021, the Compensation Committee again conducted a full review of our director compensation in consultation with FTI Consulting. No changes were recommended.

Elements of Director Compensation

Only non-employee Directors are compensated for service on the Board. During the fiscal year ended December 31, 2021, the fees for non-employee Directors were:

Annual cash retainers        
Cash retainer   $ 50,000
Additional cash retainer if serving as the Lead Independent Director   $ 70,000
Additional cash retainer if serving as a chair of the Audit Committee   $ 25,000
Additional cash retainer if serving as a chair of the Compensation Committee   $ 20,000
Additional cash retainer if serving as a chair of the Corporate Governance Committee   $ 5,000
Meeting fees      
For each meeting of the Board or a committee of the Board   $ 1,500
For each special meeting of the Audit Committee held independently of Board meetings   $ 4,000
Stock grant      
Valued at the grant date with shares fully vested on such grant date.   $ 235,000

The annual fees and meeting fees generally are payable quarterly in cash. Each director may elect to receive some or all of these fees in stock and, as noted below, may elect to defer some or all of these fees.

Under our Non-Employee Directors’ Deferral Program, our non-employee directors were entitled to elect to defer up to 100% of their annual fees, meeting fees and annual stock grant. At each director’s election, cash fees deferred under the program could be credited in the form of either phantom stock units, account credits that accrue earnings or losses based on the 30-day LIBOR rate at the beginning of each month plus 2% (or based on such other rate or the performance of such investments as may be determined in advance by the Board) or measurement fund credits that track the performance of one or more open-ended mutual funds selected by the director. Stock grants deferred under the program are credited in the form of phantom stock units. Subject to limitations contained in the program, on a fixed date each quarter, a director may convert phantom stock units into account credits or measurement fund credits or vice versa or change the mutual funds that some or all of the director’s measurement fund credits track. All cash fees credited as, and conversions of or into, phantom stock units or measurement fund credits are based on the fair market value of our common stock or the applicable mutual fund on the date the cash fees otherwise would have been paid or the date of the conversion, as applicable. Unless otherwise elected by a director, a director’s phantom stock units, account credits and measurement fund credits are payable on the earlier of the January 1st coincident with or next following the director’s termination of service from the Board, or a change in control of the Company, as defined by the program. Phantom stock units are payable in an equal number of shares of our common stock; provided that we may elect to instead settle a director’s phantom stock units by paying the director cash in an amount equal to the value of such shares of common stock. Account credits and measurement fund credits are payable in cash. Under the program, each director is entitled to receive dividend equivalents that are paid currently on the director’s phantom stock units, unless the director elected to defer payment of such dividend equivalents and have them concurrently reinvested into additional phantom stock units.


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 39

2021 Director Compensation

Directors of the Company who are also employees receive no additional compensation for their services as directors. The following table sets forth information regarding the compensation paid to our non-employee directors for their service during the fiscal year ended December 31, 2021.

Name       Fees Earned or
Paid in Cash(1)
($)
      Stock Awards(2)
($)
      Option
Awards(3)
($)
      All Other
Compensation
($)
      Total
($)
John H. Alschuler   $ 129,000   $ 235,000       $ 364,000
Betsy S. Atkins   $ 66,500   $ 235,000       $ 301,500
Edwin T. Burton, III   $ 102,000   $ 235,000       $ 337,000
Lauren B. Dillard   $ 125,500   $ 235,000       $ 360,500
Stephen L. Green   $ 57,500   $ 235,000     $ 650,000(4)   $ 942,500
Craig M. Hatkoff   $ 82,000   $ 235,000       $ 317,000
John S. Levy   $ 62,000   $ 235,000       $ 297,000
(1) Mr. Levy and Ms. Dillard deferred all of their 2021 cash compensation and Mr. Alschuler deferred $60,000 of his 2021 cash compensation pursuant to our Non-Employee Directors’ Deferral Program. Mr. Hatkoff elected to receive $25,000 of his 2021 cash compensation in the form of shares of our common stock. Accordingly, our non-employee directors received the following shares of our common stock or phantom stock units with respect to the portion of their 2021 cash compensation that they elected to defer or receive in stock, as applicable: Mr. Alschuler received 851 units, Ms. Dillard received 2,736 units, Mr. Levy received 3,982 units and Mr. Hatkoff received 355 shares.
   
(2) Amounts shown reflect the full grant date fair value on the date of grant of shares of our common stock or phantom stock units granted to the directors in 2021, excluding shares of our common stock and phantom stock units credited in lieu of annual fees and meeting fees.
   
(3) There were no stock options granted to members of the Board in 2021. At December 31, 2021, the aggregate number of option awards held by our non-employee directors was as follows: Mr. Alschuler—8,500; and Mr. Levy—8,500.
   
(4) Represents monthly retainer fees paid pursuant to the chairman emeritus agreement we entered into with Mr. Green in connection with his retirement as Chairman of the Company in January 2019, as amended by a letter agreement in March 2022. Under the letter agreement, Mr. Green will receive reduced monthly retainer fees for 2022 and 2023, and will cease to receive any retainer fee beginning January 1, 2024. Further information on the agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Chairman Emeritus Agreement” on page 92.

 

Since 2019, we have reduced the value of the annual stock grant to directors by $65,000 from $300,000 to $235,000 and reduced the cash retainer paid for serving as our Lead Independent Director by $15,000 from $85,000 to $70,000.

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40 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

EXECUTIVE OFFICERS

The following sets forth biographical information regarding our executive officers who are not also directors.

                     
 

MATTHEW J.
DILIBERTO

 

Chief Financial
Officer

Executive Officer
Since: 2015

Age: 47

     

●  Mr. DiLiberto joined the Company in September 2004 and currently serves as the Company’s Chief Financial Officer, overseeing the finance, accounting, tax, investor relations and corporate capital markets functions of the organization.

●  Mr. DiLiberto previously served as the Company’s Chief Accounting Officer & Treasurer from 2007 to 2014.

●  From June 2000 to September 2004, Mr. DiLiberto was with Roseland, New Jersey-based Chelsea Property Group, now a division of Simon Property Group, a REIT focused on the development and ownership of premium outlet centers, where he was a Controller and Director of Information Management.

●  From August 1998 to June 2000, Mr. DiLiberto worked at New York-based Vornado Realty Trust, a diversified REIT with ownership interests in office, retail, and other property types, where he worked as a Senior Financial Analyst focusing on accounting and controls as well as the preparation of high level management reports and SEC filings.

●  Prior to joining Vornado Realty Trust, Mr. DiLiberto worked as a Business Assurance Associate at Coopers and Lybrand, LLP (now PricewaterhouseCoopers LLP).

●  Mr. DiLiberto currently serves on the National Association of Real Estate Investment Trust’s Best Financial Practices Council, is a member of the Board of Directors and treasurer of the FDNY Foundation, and has been a firefighter and EMT in New Jersey since 1997.

●  Mr. DiLiberto received a B.S. degree in Accounting from The University of Scranton.

           
           
           
           
 

ANDREW S.
LEVINE

 

General Counsel

Executive Officer
Since: 2007

Age: 63

     

●  Mr. Levine has served as our Chief Legal Officer and General Counsel since April 2007 and as our General Counsel, Executive Vice President and Secretary since November 2000.

●  Prior to joining the Company, Mr. Levine was a partner in the REIT and Real Estate Transactions and Business groups at the law firm of Pryor, Cashman, Sherman & Flynn, LLP.

●  Prior to joining Pryor, Cashman, Sherman & Flynn, LLP, Mr. Levine was a partner at the law firm of Dreyer & Traub.

●  Mr. Levine received a B.A. degree from the University of Vermont and a J.D. degree from Rutgers School of Law, where Mr. Levine was an Editor of the Law Review.

●  He currently serves as a member of the Advisory Committee for Rutgers Center for Corporate Law and Governance.

           

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41

EXECUTIVE COMPENSATION

PROPOSAL 2    
   

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended, and related SEC rules, we are asking our stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers, as disclosed in this proxy statement. This is commonly known as, and is referred to herein as, a “say-on-pay” proposal or resolution.

At our 2017 annual stockholder meeting, our stockholders advised on a non-binding basis, by an affirmative vote of a majority of all votes cast, that the Company should hold non-binding advisory votes on executive compensation on an annual basis. On June 1, 2017, the Board determined that it will include future advisory votes on the compensation of our named executive officers in the Company’s annual meeting proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2023.

Accordingly, the Company is providing stockholders with the opportunity to approve the following non-binding, advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The affirmative vote of a majority of all the votes cast with respect to this proposal will be required to approve this proposal.

The results of this advisory vote are not binding on the Compensation Committee, the Company or the Board. Nevertheless, we value input from our stockholders and will consider carefully the results of this vote when making future decisions concerning executive compensation.

The Board unanimously recommends a vote “FOR” the above resolution regarding the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables in this Proxy Statement.

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42 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

This section of our proxy statement discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative and quantitative information regarding the manner and context in which compensation is awarded to, and earned by, our named executive officers and places in perspective the data presented in the tables and narrative that follow.

Throughout this proxy statement, the individuals who served as our Chief Executive Officer, President, Chief Financial Officer and General Counsel during our 2021 fiscal year are referred to as the “named executive officers,” “our NEOs” or our “executives.”

Executive Summary

Named Executive Officers

                   
                   
           
Marc Holliday     Andrew Mathias     Matthew J. DiLiberto     Andrew S. Levine
Chief Executive Officer
and Chairman of
the Board
    President     Chief Financial Officer     Chief Legal Officer and
General Counsel
                   
                   

Compensation Objectives and Philosophy

We adopted a pay-for-performance executive compensation philosophy that rewards the achievement of annual and long-term goals of both the Company and individual executives, while achieving the following objectives:

                         
                         
ALIGNMENT     TALENT     MOTIVATION     BALANCE     EFFICIENCY
Provide performance-based incentives that create a strong alignment of management and stockholder interests     Attract and retain top talent in a market that is highly competitive for New York City commercial real estate management     Motivate our executives to achieve, and reward them for achieving, superior performance     Achieve an appropriate balance between risk and reward in our compensation programs that does not create incentives for unnecessary or excessive risk taking     Foster the dedication required to succeed against our competitors, while maintaining low overall general and administrative expense
                         
                         

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EXECUTIVE COMPENSATION 43

2021 Performance Highlights

ALL 2021 GOALS AND ACHIEVEMENTS

           
Goal for 2021         How We Did
Sign 1.3M Square Feet of Manhattan Office Leases       Signed 1.9M Square Feet of Manhattan Office Leases
Manhattan Same Store Occupancy 93.0%       Achieved 93.0% Occupancy at Year End
Manhattan Office Mark-To-Market (-5%) – (-10%)       (-2.5%) Mark-to-Market on Signed Leases
Share Repurchases >$400M       $514M at Year End (since goal established)
Acquisitions >$100M       $158 Million of Strategic Acquisitions
Dispositions >$1.0B       $1.9 Billion of Strategic Dispositions
Debt and Preferred Equity Originations >$100M       $133 Million Originated
Debt and Preferred Equity Originations at >10%       Originated at 8%
One Vanderbilt: Obtain Permanent Financing       Obtained in June 2021
One Vanderbilt: Secure Additional Joint Venture Partner       Deferred
One Vanderbilt: Achieve >85% Leased by Year End       95.2% Leased at Year End
One Vanderbilt: Open Summit by October 2021       Opened to Public on October 21, 2021
One Madison: Secure Additional Joint Venture Partner       Additional Partner Secured
One Madison: Commence Core Foundation by October 2021       Demolition Completed and Core Foundation Commenced
7 Dey Street: 30% Leased by December 2021       39% Leased at Year End
Same Store Cash NOI(1) Growth >(0.75%)       Achieved Growth of +0.70%
Unencumber >$350M of Assets       Unencumbered $386 Million of Assets
One-Year TSR Performance >10%       Achieved 27.2% One-Year TSR
Exceed SNL Office Index by 2.5%       Exceeded Index Constituents by 8.54%
100% of SLG Employees Work from Office in 2021       100% Worked from Office Five Days a Week
Support COVID-19 Vaccination Efforts       Established Testing and Vaccination Sites; 94% of Corporate Employees Vaccinated at Year End
   
(1) Refer to Appendix A to this proxy statement for reconciliations of FFO Per Share, Funds Available for Distribution and Same Store Cash NOI. Same Store Cash NOI is presented excluding lease termination income.

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44 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Compensation Program Overview

At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that aligns stockholder value with the economic interests of our management team. The percentages below reflect the total direct compensation awarded to our named executive officers for 2021, which we believe best reflects the actual compensation decisions made by the Committee.

Majority of 2021 Pay at Risk

Majority of 2021 Compensation Paid in Equity    
     
    CEO   Other NEOs

Equity Compensation

●   Performance-Based Equity Awards

●   Time-Based Equity Awards

  72%   64%

Cash Compensation

●   Base Salary

●   Cash Bonus

  28%   36%

Consideration of Say-on-Pay Vote

Over the last few years, our Compensation Committee has embarked on a robust stockholder outreach program. That feedback has served as a key input to compensation design and structural upgrades implemented since 2018. The success of the engagement program is evidenced by the significant changes adopted as a direct result of the feedback received and the significant increase in stockholder support in 2019 and 2020.

The Committee was disappointed by the 2021 advisory vote on executive compensation (“Say on Pay”) but remains committed to understanding stockholder sentiment. In response, the Committee reached out to investors several months earlier than in prior years to ensure that any actionable feedback received could be better incorporated into Compensation Committee discussions and decisions for 2022 and beyond.


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EXECUTIVE COMPENSATION 45

Board Responsiveness

During the fall and winter of 2021, we contacted stockholders collectively representing 65% of outstanding shares, and had substantive conversations with stockholders representing 50% of outstanding shares. Directors participated in several stockholder discussions, as well as in the conversations with both proxy advisors. The majority of calls were led by the Chairs of Compensation or Nominating and Corporate Governance committees.

                 
                 
  Offered Engagement with approximately     Direct one-on-one discussions with approximately     Directors participated in calls representing approximately  
                 
  65%
of Outstanding Shares
    50%
of Outstanding Shares
    36%
of Outstanding Shares
 
                 
                 

The table below summarizes the feedback received on executive compensation and the resulting decisions and taken in response:

         
Specific Topics Stockholder Feedback
 (“What We Heard”)
    Action
(“What We Did”)
Overall Compensation Philosophy Stockholders support our pre-pandemic compensation structure that focused on performance-based pay elements     The Compensation Committee reaffirmed its commitment to our pre-pandemic compensation structure
2021 Vote Discussion Stockholders who voted against Say on Pay in 2021 consistently indicated they did so primarily because they disagreed with the isolated decision to grant additional time-based equity     2021 compensation is approximately 90% at-risk for all of our named executive officers, and performance-based incentives are in line with pre-pandemic percentages
Approach to Future Pandemic-Related Business Disruption Stockholders who voted against Say on Pay in 2021 wanted to understand the Compensation Committee’s approach to incentive compensation, in light of the unpredictability of the COVID-19 virus     The Committee and Board agree that in a similarly highly disruptive event to the business, feedback from stockholder engagement and discussions with proxy advisors will inform the approach taken with respect to the treatment of incentive compensation
Design of Compensation Program Stockholders confirmed strong support for actions taken since 2018 to simplify the pay elements and strengthen the alignment of pay and performance     Executives’ employment agreements renewed at the end of 2021 were substantially identical to the agreements redesigned in 2018, further confirming the Compensation Committee’s commitment to our pre-pandemic compensation structure

Return to 2019 Pre-Pandemic Compensation Structure

The Committee considered the results of our 2021 advisory vote on 2020 executive compensation and the feedback received through our extensive stockholder engagement program in its decisions for 2021 compensation. Based on this outreach, as set forth below, the Committee recommitted to the compensation structure we had in place for 2019, which received strong support from stockholders at our 2020 annual meeting.

Evolution of Compensation Program (2019-2021)

2019 Program Highlights     2020 Program Changes     2021 Program Changes
             

●  Simplified, transparent program

●  Formulaic cash bonuses for CEO and President

●  Annual equity awards emphasizing multi-year performance and vesting periods

   

●  One-time discretionary bonus and equity awards to our CEO and President in response to the impact of the COVID-19 pandemic intended to deliver actual 2020 compensation at a reduced level compared to 2019 actual compensation

   

●  Eliminated discretionary bonus and equity awards to our CEO and President

●  Reinstated target amounts for annual equity award grants and 100% formulaic calculations of annual cash bonus awards


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46 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

HISTORICAL STOCKHOLDER FEEDBACK AND OUR RESPONSES (2016-2019)

We have benefited from many years of stockholder engagement. In addition to the changes we made for 2021 to align our executive compensation program with our 2019 pre-pandemic compensation structure, the Committee previously implemented the following changes to our executive compensation programs based on discussions with stockholders prior to 2019:

       
Stockholder Feedback
(“What We Heard”)
    Action
(“What We Did”)

●  Base salary and deferred compensation provide overlapping fixed pay elements

   

●  Eliminated deferred compensation

●  Reduced CEO base salary in 2018

●  Annual incentive should focus on metrics within executives’ control

   

●  Eliminated TSR as a metric, added G&A expense and increased weighting of dividend growth

●  Discretionary annual equity bonus process not clear

   

●  Eliminated discretionary annual equity bonuses; replaced with 100% formulaic bonus program for our CEO and President

●  Retesting features allows for multiple vesting opportunities

    ●  Eliminated retesting

●  Performance period for performance units should be longer than one year

   

 All performance-based equity awards are subject to three-year TSR performance

●  Contracts guarantee equity grants on multi-year basis

   

●  Contracts entered into in 2018 and 2021 replaced contractual guarantees with target equity grants for our CEO, President and General Counsel

●  Compensation Program is complicated

   

●  Reduced elements of compensation from 7 to 4


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EXECUTIVE COMPENSATION 47

Our 2021 Executive Compensation Program

Elements of Compensation

Since 2019, our executive compensation program has been updated in line with stockholder feedback to comprise only the following four pay elements:

  Percentage
(all NEOs)
Pay Element Purpose and Key Characteristics
    Annual Base Salary

Competitive annual base salaries encourage the retention and attraction of talented leadership

Reflects the scope of each executive officer’s duties and responsibilities, taking into account the competitive market compensation paid by other companies for similar positions

 

  Annual Cash Bonus

Bonus awards incentivize our named executive officers to achieve annual financial and strategic goals

Entirely formulaic and performance-based for both our CEO and President, providing an opportunity to earn up to 300% and 250%, respectively, of annual base salary

Discretionary for our CFO and General Counsel

Our executives may receive all or a portion of annual bonuses in the form of equity, further increasing alignment with stockholders

  Performance-Based
Equity Awards

Annual performance-based equity awards provide short-term and long-term incentives to drive stockholder value

Awards are 50% based on performance against annual operating goals subject to a modifier measured on absolute TSR over a three-year performance period

Awards are 50% based on relative TSR over a three-year performance period

  Time-Based Equity
Awards

Time-based equity awards ensure the alignment of the interests of our executives with those of long-term stockholders, with actual amounts granted based on an assessment of each executive’s performance during the most recent fiscal year and other factors

Realized value of equity awards is based on the market value of our common stock

This simplified, performance-focused structure is the result of a multi-year stockholder engagement effort. These elements of compensation are built into the employment agreements with our named executive officers, which were in effect during 2021, as well as the new employment agreements we entered into with our CEO, President and General Counsel in December 2021 that were effective beginning in January 2022.

Anchoring our compensation program to variable pay is the cornerstone of our pay-for-performance philosophy and allows the Committee to reward superior performance, while the substantial long-term equity incentive portions of our compensation programs serve to align the interests of our named executive officers with those of our stockholders.


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48 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Summary of 2021 Compensation

The Committee makes compensation decisions intended to recognize our executives for their contributions to our financial and operating performance, ensure retention and motivation of key leaders in a highly competitive environment and align the economic interests of our management team with our stockholders. In each case, the Committee allocates the various elements of compensation described above based on our pay-for-performance compensation philosophy and by reference to the terms of the employment agreements we have entered into with each of our named executive officers.

TOTAL DIRECT COMPENSATION FOR 2021

We present the “total direct compensation” for each of our named executive officers, which reflects the actual amounts awarded by the Committee for a given year. We believe this presentation provides investors with the most accurate understanding of the compensation decisions made by the Committee.

   2021 Direct Compensation
Name      Base Salary      Cash
Bonus(1)
      Performance-
Based Equity
Awards(2)
      Time-Based
Equity
Awards(2)
      Total(3)
Marc Holliday  $1,250,000  $3,362,500  $7,500,000  $4,500,000  $16,669,630
Andrew Mathias  $950,000  $2,151,750  $6,000,000  $3,500,000  $12,652,272
Matthew J. DiLiberto  $575,000  $1,850,000  $555,556  $978,681  $3,970,837
Andrew S. Levine  $580,000  $1,175,000  $555,556  $1,300,000  $3,622,156
   
(1) Determined formulaically for Messrs. Holliday and Mathias and on a discretionary basis for Messrs. DiLiberto and Levine.
   
(2) Represents target values of equity awards. For Mr. DiLiberto, the amount set forth in the “Time-Based Equity Awards” column reflects 50% of the value of the time-based equity award granted to Mr. DiLiberto in connection with entering into his new employment agreement in February 2021, which award vested 50% on January 1, 2022 and will vest 50% on January 1, 2023.
   
(3) Includes the following compensation categorized as “Other Compensation” as reflected in the Summary Compensation Table: Mr. Holliday—$57,130; Mr. Mathias—$50,522; Mr. DiLiberto—$11,600; and Mr. Levine—$11,600, respectively.
   
The methodology used to make compensation decisions and the amounts of compensation awarded for 2021 were generally consistent with the methodology and amounts used for 2019, prior to the COVID-19 pandemic.

Using our CEO’s 2021 compensation, the table below illustrates the differences between total direct compensation and the Summary Compensation Table that appears later in this proxy statement.

2021 CEO Direct Compensation vs. Summary Compensation Table
Element of Compensation         Total Direct
Compensation
       Summary
Compensation
Table
Base Salary   $1,250,000  $1,250,000
Annual Cash Bonus(1)   $3,362,500  $2,999,265
Annual Performance-Based Award(2)   $7,500,000  $9,026,551
Annual Time-Based Award(3)   $4,500,000  $7,755,111
Other Compensation   $57,130  $57,130
Total   $16,669,630  $21,088,057
   
(1) The “Total Direct Compensation” column represents the full value of the amount earned formulaically based on objective bonus criteria. Because Mr. Holliday’s 2021 annual cash bonus was paid 50% in cash and 50% in equity, the “Summary Compensation Table” column reflects the actual value of the cash portion of the bonus and, for the remaining 50% granted in equity, the grant date value of LTIP units granted in December 2021.
   
(2) The “Total Direct Compensation” column reflects the target notional value awarded consistent with Mr. Holliday’s employment agreement. The “Summary Compensation Table” column reflects the grant date value of the award.

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EXECUTIVE COMPENSATION 49
   
(3) The “Total Direct Compensation” column reflects the value of the time-based award granted in January 2022 based on the Company’s 2021 performance consistent with Mr. Holliday’s employment agreement. The “Summary Compensation Table” column reflects the value of awards granted in 2021 for 2020 performance.

 

The Total Direct Compensation approved by the Committee for Mr. Holliday for 2021 was approximately 21% lower than the total compensation amount set forth in the Summary Compensation Table.

ANNUAL BASE SALARY

Following a review of his current responsibilities and competitive market data, we increased Mr. DiLiberto’s base salary for 2021 from $550,000 to $575,000, a 4.5% increase, in connection with entering into his new employment agreement. The increase better aligns Mr. DiLiberto’s base salary with his role at the company and our compensation peers. We otherwise made no changes to the base salaries of our named executive officers for 2021 and the amounts reflect the minimum amounts set forth in each executive’s employment agreement.

With the exception of Mr. DiLiberto’s 2021 base salary, we have not increased any of our NEO’s base salaries since 2019. In 2018, we reduced our CEO’s base salary by $100,000 to its current level.

ANNUAL CASH BONUS ELIGIBILITY

Formulaic Annual Cash Bonus – CEO and President. Our annual cash bonus program for our CEO and President is 100% formulaic and the percentages of base salary that can be earned under the program are set forth in each executive’s employment agreement. For 2021, each of our CEO and President were eligible to earn the following percentages of their respective base salary (with linear interpolation used to determine the percentage earned for performance that falls between threshold, target and/or maximum):

Executive   Threshold   Target   Maximum
Marc Holliday   50%   200%   300%
Andrew Mathias   50%   175%   250%

 

Based on our performance relative to the objective bonus criteria established in January 2021, Mr. Holliday earned 269% of his 2021 base salary and Mr. Mathias earned 227% of his 2021 base salary.

The specific performance criteria for our formulaic annual cash bonus program are determined in January of each year by the Committee and are set forth below under “2021 Performance Summary.”

Discretionary Annual Cash Bonus – CFO and General Counsel. Our employment agreements with our CFO and General Counsel do not provide for formulaic percentages of base salary that can be earned. For 2021, our CFO and General Counsel instead received discretionary bonuses based on the same performance criteria as were used for our formulaic annual cash bonus program, as well as specific company goals and objectives for 2021 that were presented at our annual investor conference in December 2020.

These additional objectives, listed above, included financial goals, achievement of leasing and occupancy targets, investing activities such as strategic acquisitions and dispositions and share repurchases, execution of our debt and preferred equity platform, asset and corporate level leverage, joint venture and development milestones and furtherance of our other corporate goals and initiatives, many of which are key drivers of stockholder value.

In addition to the financial and operational achievements that exceeded our formulaic targets, we also achieved almost all of the other business goals we set out to achieve for 2021, including hitting key milestones relating to our One Vanderbilt and One Madison projects, unencumbering $386M of assets, executing over $500M of share repurchases and completing approximately $2B of strategic dispositions (nearly doubling our target).

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50 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

ANNUAL EQUITY AWARDS

We grant our named executive officers performance-based LTIP units and time-based LTIP units annually in connection with their employment agreements and, in some cases, at the discretion of the Committee. For 2021, our annual long-term incentive equity award program consisted solely of grants of performance-based equity awards with multi-year performance criteria and time-based equity awards that vest based on continued service.

Target Amounts – CEO, President and General Counsel. The target amounts of performance-based equity awards and time-based equity awards for Messrs. Holliday, Mathias and Levine are set forth below:

    Target Equity Award Amounts
Executive       Performance-Based       Time-Based       Total
Marc Holliday                   $ 7,500,000   $ 4,500,000   $ 12,000,000
Andrew Mathias   $ 6,000,000   $ 3,500,000   $ 9,500,000
Andrew S. Levine       $ 1,300,000   $ 1,300,000

Earned performance-based LTIP units granted based on the target amounts set forth above will vest 100% for Messrs. Holliday and Mathias on December 31, 2023. The time-based LTIP Units granted to Messrs. Holliday, Mathias and Levine pursuant to each executive’s employment agreement are subject to vesting over three years, with each award vesting ratably on January 1st of each year following the grant date.

For 2021, we granted equity awards in line with the target amounts set forth above. We grant performance-based awards prospectively for each compensation year when we establish performance goals to incentivize our executives to deliver accretive value to stockholders. We grant time-based awards retrospectively based on each executive’s contributions to our achievements during the prior year.

Discretionary Awards – CFO and General Counsel. Our employment agreements with Messrs. DiLiberto and Levine do not provide for target annual performance-based equity grants, but both participate, at the Committee’s discretion, in our annual long-term performance-based equity program. Earned performance-based LTIP units granted for 2021 will vest 50% on each of December 31, 2023 and December 31, 2024, for Messrs. DiLiberto and Levine.

Mr. DiLiberto also received a time-based long-term equity award of 31,020 LTIP units in connection with the signing of his employment agreement in February 2021, of which 50% vested on January 1, 2022 and the remaining 50% will vest on January 1, 2023.

For detailed 2021 pay outcomes for each of our named executive officers, see the NEO scorecards below.


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EXECUTIVE COMPENSATION 51

How We Select Performance Criteria – Formulaic Cash Bonus and Equity Awards

Emphasis on At-Risk Pay Elements    

In line with stockholder feedback, we have reaffirmed our commitment to performance-based incentives. For 2021:

  92.5% of CEO compensation was performance-based and at-risk

  89.6% of other NEO compensation was performance-based and at-risk

This design allows the Committee to reward superior performance, while the substantial long-term equity incentive portions of our compensation programs serve to align the interests of our named executive officers with those of our stockholders.

Performance Metrics Reflect Complexities of Our Business   The Committee has carefully selected performance criteria across not just a range of financial and corporate goals but also a range of performance periods. In aggregate, these criteria aim to account for the complexities of operating our business over both the short-term and the long-term.
No One-Size-Fits-All Solution  

While establishing performance goals, the Committee has designed incentives that incentivize our executive officers to strive for excellence no matter the time horizon.

This is accomplished by rationally linking the sum of the component parts of our compensation structure not just to the way our executive officers think about our business but also to the way that our stockholders think about value.

     
       Annual Cash Bonus      Annual Equity Awards
(Operational Component)
     Annual Equity Award
(Relative Component)
Period   One year   One year with three-year modifier   Three years
Objectives  

●  Normalized FFO per share

●  Annual same-store cash NOI growth

●  Dividend growth

●  G&A expense

 

●  Funds available for distribution

●  Debt/EBITDA ratio

●  Manhattan office same store leased occupancy

●  Manhattan office leasing volume

●  Absolute TSR (three-year modifier)

 

●  TSR Relative to the constituents of an office REIT index

●  TSR Relative to a group of NYC peers

2021 Performance Summary

The performance goals established at the beginning of each year by the Committee motivate financial and operational outperformance in line with Company guidance and internal projections. The criteria used for annual cash bonuses and performance-based equity remained the same across 2019, 2020 and 2021 because they were, and continue to be, key drivers to stockholder value creation. Threshold, target and maximum levels were set on the basis of a rigorous and consistent pay-for-performance compensation philosophy.

RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS

The methodology used to establish goals is fundamentally tied to the then current economic and business conditions. Over the last three years we have witnessed widespread, uncontrollable disruption to business due to the COVID-19 pandemic, as well as changes to the office environment generally. We have responded with intentional, transformative changes to our business, all of which are designed to streamline our operations and allow us to excel in the evolving environment in which we operate. This thesis was validated in 2021 by our exceptional one-year TSR of 27.2% compared to our office REIT and NYC peer groups.

As an example of the process, the following table relates the components of our annual formulaic cash bonus program for each of 2019, 2020 and 2021 to our guidance for the relevant year across threshold, target and maximum pay opportunities. The same methodology was applied to the establishment of operational goals under our annual performance-based equity awards for each year.


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52 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Annual Targets Relative to Guidance

Annual Formulaic Cash Bonus Targets Relative to Guidance (2019-2021)
    Threshold      Target      Maximum
Formulaic Cash Bonus Goal(1)      2019    2020    2021   2019    2020    2021   2019    2020    2021
FFO Per Share   $(0.15)   $(0.20)   $(0.30)   $(0.05)   $(0.05)   $(0.10)   +$0.05   +$0.05   +$0.10
Same Store Cash NOI Growth   (50) bps   (110) bps   (225) bps   +30 bps   0 bps   (75) bps   +100 bps   +80 bps   +75 bps
G&A Expense   +$2.5M   +$5.0M   +$4.0M   +$1.0M   +$2.0M   +$2.0M   $(0.5M)   $0.0M   $0.0M
   
(1) Each performance level is presented as the variance from our guidance, with FFO Per Share based on the midpoint of such guidance and Same Store Cash NOI Growth based on the target percentage presented at our annual investor conference for the applicable year.

The consistency with which the Committee has gone about establishing performance goals is strong evidence of our focus on building a culture of alignment and accountability for our management team. This is achieved year after year in the context of a rigorous process that connects internal budgeting, external guidance and compensation opportunities. The Committee does not look to comparisons of forward-looking performance goals versus prior year goals or results as part of this process, particularly during a unique period in our business like the past three years that would render comparisons between periods irrelevant. For example, the 2021 goals established by the Committee reflect a full-year impact from the COVID-19 pandemic compared to a 9-month impact reflected in our 2020 results and no impact when the 2020 goals were established prior to the onset of the pandemic. Therefore, year-over-year comparisons are neither a meaningful way to evaluate the rigor of our pay-for-performance compensation philosophy nor the way the Committee seeks to drive value creation for stockholders. It is also important to note that throughout our stockholder engagement, none of our stockholders expressed a desire for or focus on year-over-year comparisons of our performance metrics.

The impact of the COVID-19 pandemic presented a unique challenge for the Company and the Committee due to an uncertain business environment. We therefore expanded our guidance range in the face of unprecedented volatility, with corresponding adjustments to threshold, target and maximum hurdles. Nevertheless, as is always the case, the 2021 goals were difficult to achieve and required the Company to deliver strong financial and operating performance and accretive value to stockholders to achieve payouts above target levels. As illustrated by the table above, performance under our formulaic cash bonus program and annual performance-based equity awards must always equal or exceed our guidance to achieve maximum performance levels.

The Committee is proud of our track record in administering a rigorous pay-for-performance compensation philosophy in a consistent manner. We feel that the elements of our compensation program and the Committee’s compensation decisions have appropriately motivated our executives and recognized their contributions to our financial and operating performance broadly. Long term achievements like the significant creation of stockholder value from the One Vanderbilt and One Madison development projects, while not directly factored into compensation decisions, are evidence of how the foresight of our executive team and our performance goal setting have combined to build full alignment of economic interests between management and stockholders. Accomplishments like One Vanderbilt and One Madison along with the many goals achieved just in 2021, including, but not limited to, unencumbering $386M of assets, executing over $500M of share repurchases and completing approximately $2B of strategic dispositions, validate the strength of that alignment.

For all of our formulaic annual cash bonus awards and performance-based equity awards, linear interpolation is used to determine the percentage earned for performance that falls between threshold, target and/or maximum. The tables below set forth our 2021 performance relative to 2021 performance criteria.


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EXECUTIVE COMPENSATION 53

2021 Formulaic Annual Cash Bonus Goals

Performance Criteria / Reason Selected     Weighting     Threshold Target Maximum

Normalized FFO per Share 

●  Widely-used non-GAAP measure of earnings performance for REITs, used both by investors and our management, and a key financial measure for which we provide guidance

  30%    

Annual Same Store Cash NOI Growth(2) 

●  A key metric used to evaluate the operating performance of our properties. Same-store cash NOI is used to evaluate the operating performance of the properties owned by us in a similar manner in both reporting periods (year over year)

  30%    

Dividend Growth

●  Represents a key measure of the income we return to stockholders each year

  30%    

G&A Expense

●  Represents corporate overhead and is a key efficiency metric impacting the overall profitability and value of the Company

  10%    
   
(1) Payouts and determinations under the annual cash bonus program were made in December 2021 based on a combination of actual results through that point in time and estimates of full year results. To the extent actual full year performance differs from estimated performance, the Committee will adjust 2022 cash bonus payments.
   
(2) Excluding lease termination income.

Based on our performance relative to these formulaic goals, our CEO and President earned the following amounts of annual cash bonus:

Executive     Target 2021
Cash Bonus ($)
    Actual 2021
Cash Bonus
(% of Target)
    Actual 2021
Cash Bonus ($)
Marc Holliday   $ 2,500,000   134.50%   $3,362,500
Andrew Mathias   $ 1,662,500   129.43%   $2,151,750

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54 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

2021 Operational Component Performance Goals (50% of Annual Equity Award)

The operational component of our annual performance-based equity awards measures our performance against four objective criteria over a one-year performance period, which remain subject to an absolute TSR modifier (either up or down 12.5%) based on our absolute TSR performance over a three-year performance period. As of December 31, 2021, our one-year absolute TSR performance would have resulted in the maximum upward modifier of the initially earned operational awards.

Performance Criteria / Reason Selected     Weighting     Threshold
(50%)
Target
(100%)
Maximum
(200%)

Funds Available for Distribution

●  A key measurement representing our ability to fund our dividends that is driven by the effective management of our portfolio and our business

  25%    

Debt/EBITDA Ratio

●  A widely used non-GAAP measure that reflects our ability to incur and service debt and is an indicator of the health of our balance sheet and cash flows

  25%    

Manhattan Office Same Store Leased Occupancy

●  Indicative of how effectively we manage properties owned by us in a similar manner in both reporting periods (year over year)

  25%    

Manhattan Office Leasing Volume

●  Represents our ability to execute our leasing platform in the highly competitive New York City real estate market

  25%    

Absolute TSR per Year

●  Absolute TSR is a pure measurement of value delivered to stockholders who were invested in our stock for the three-year performance period

  +/- 12.5%    

2021 Relative Component Performance Goals (50% of Annual Equity Award)

The relative component of our annual performance-based equity awards measures our performance against two peer sets over a three-year performance period. For 2021, the Committee rebalanced the relative component to provide an equal weighting to our performance relative to Office REIT Peers and NYC REIT Peers, as opposed to 2020 when this component was weighted two-thirds to our Office REIT Peers and one-third to our NYC REIT Peers. The Committee implemented this change as part of its annual review of the effectiveness of our compensation program and it is intended to more closely tie the earning of this portion of the performance-based award to companies that are most directly comparable to us. As of December 31, 2021, based on our one-year TSR relative to the Office REIT Peers and the NYC REIT Peers, our performance would have placed us in the 78th percentile and 58th percentile respectively.


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EXECUTIVE COMPENSATION 55
   
Performance Criteria / Reason Selected     Weighting     Threshold
(50%)
Target
(100%)
Maximum
(200%)

Relative TSR vs. Office REIT Peers(1)

●  Provides a comparison of the returns of a hypothetical investor seeking exposure to office REITs as an asset class and reflects how we performed versus other companies in our sector

  50%  

Relative TSR vs. NYC REIT Peers(2)

●  Provides a comparison of our performance against companies with office and/or retail commercial real estate portfolios concentrated in the New York City market, which we believe are most directly comparable to the Company

  50%  
   
(1) The Office REIT Peer Group is comprised of the constituents of the SNL US Office REIT Index on the grant date for the applicable award. Despite the discontinuation of the SNL US Office REIT Index in August 2021, we continue to measure performance against these constituent companies during the performance period.
   
(2) The NYC Peer Group is comprised of the following companies: Acadia Realty Trust, Columbia Property Trust, Inc., Empire State Realty Trust, Inc., Veris Residential, Inc. (formerly Mack-Cali Realty Corporation), Paramount Group, Inc. and Vornado Realty Trust.

FINAL RESULTS – 2019-2021 PERFORMANCE-BASED AWARDS

The performance period for the 2019 annual performance-based equity awards concluded on December 31, 2021. Under the program, 150.10% of the target operational component was initially earned, which amount was reduced by 12.5% following application of the absolute TSR modifier at the end of the performance period. We also earned 57.98% of the target relative component for these awards. Although we substantially outperformed on the operational aspects of the award that were most under the control of our management team, because our TSR performance was disappointing the aggregate payout for the award was reduced to 94.66%, below target levels.

The table below summarizes the final value of these awards as of the conclusion of the performance period:

Executive      Target Value of
Grant
      Number of Units
Earned at Target
      Earned Units as of
December 31, 2021
      Realized Value as of
December 31, 2021(1)
Marc Holliday        $7,500,000   92,174   87,253                   $6,447,124
Andrew Mathias  $6,000,000   73,740   69,801  $5,157,596
Matthew J. DiLiberto  $1,250,000   6,828   6,463  $477,551
Andrew S. Levine  $1,250,000   6,828   6,463  $477,551
   
(1) Based on a per share price of $73.89, which was the closing stock price on the NYSE of one share of our common stock on December 31, 2021.
   
The final payout for our 2019 annual performance-based equity award highlights the rigor of the program, our pay-for-performance philosophy and the alignment between our executives and our stockholders.

2021 NEO Scorecards

The following scorecards summarize each element of compensation received by our NEOs for 2021. For purposes of framing the compensation decisions and pay outcomes, we present the “total direct compensation,” or TDC, amounts awarded for 2021 and contrast such amounts to SEC-mandated disclosure rules for the Summary Compensation Table, or SCT, for 2021. We believe this presentation provides investors with a clearer understanding of the compensation decisions made by the Committee.


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56 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

 

        
    

MARC HOLLIDAY

Chief Executive Officer and Chairman of the Board

Mr. Holliday’s 2021 compensation reflects the Company’s 2021 operational and financial performance, including its strong recovery from the ongoing impacts of the COVID-19 pandemic and his stewardship of the Company during this period.

The Total Direct Compensation approved by the Committee for Mr. Holliday for 2021 is approximately 21% lower than the total compensation amount set forth in the Summary Compensation Table.

    
     

2021 Performance and Compensation –

Total Direct Compensation vs. Summary Compensation Table

TDC SCT Element of Compensation

8%

$1,250,000

6%

$1,250,000

Annual Base Salary
Mr. Holliday’s base salary was equal to the minimum set forth in his employment agreement. There was no change to base salary for 2021 compared to 2020.
20%
$3,362,500
14%
$2,999,265

Formulaic Annual Cash Incentive Bonus
Bonus determined formulaically based on performance relative to objective bonus criteria established by the Committee in January 2021. The TDC amount reflects the earning of 269% of base salary.

The SCT amount reflects the cash portion of the bonus ($1,681,250) plus the grant date value of the portion of the bonus ($1,318,015) paid in equity at Mr. Holliday’s election.

Bonus paid 50% in the form of 23,002 LTIP units that were fully vested upon grant, but remain subject to a three-year no-sell restriction.

45%

$7,500,000

43%

$9,026,551

Performance-Based Equity Awards
The Committee granted performance-based awards in February 2021 having a target notional value of $7,500,000, consistent with the target amount set forth in Mr. Holliday’s employment agreement. The SCT amount reflects the grant date value of the awards.

The award relates to the following number of LTIP units:
    2021 Performance-Based Award –
Number of LTIP Units Granted
    Threshold Target Maximum Estimated Earned
as of 12/31/2021
    59,193 126,277 284,124 263,231
    Earned LTIP units will be determined after the end of the full performance period ending December 31, 2023, based on our absolute and relative TSR, with earned LTIP units vesting in full as of December 31, 2023.

27%

$4,500,000

37%

$7,755,111

Time-Based Equity Awards
The Committee granted time-based awards in January 2022 based on the company’s 2021 performance. The awards had a target value of $4,500,000, equal to the target amount set forth in Mr. Holliday’s employment agreement.
    The SCT amount reflects the value of one-time, discretionary awards granted in January 2021 for 2020 performance, and does not reflect compensation decisions made by the Committee for 2021.
    The time-based award was granted in the form of 61,246 LTIP units, which will vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025.

100%

$16,669,630

100%

$21,088,057

Both totals include $57,130 of “Other Compensation,” as reflected in the Summary Compensation Table.


 


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EXECUTIVE COMPENSATION 57

 

        
    

ANDREW MATHIAS

President

Mr. Mathias’s 2021 compensation reflects his leadership and contributions to the Company’s many operational and financial achievements during the year, including his role in guiding the Company through the ongoing impacts of the COVID-19 pandemic while still delivering on key performance objectives and milestones throughout the year.

The Total Direct Compensation approved by the Committee for Mr. Mathias for 2021 is approximately 21% lower than the total compensation amount set forth in the Summary Compensation Table.

    
     

2021 Performance and Compensation –

Total Direct Compensation vs. Summary Compensation Table

TDC SCT Element of Compensation

8%

$950,000

6%

$950,000

Annual Base Salary
Mr. Mathias’s base salary was equal to the minimum set forth in his employment agreement. There was no change to base salary for 2021 compared to 2020.
17%
$2,151,750
11%
$1,686,855

Formulaic Annual Cash Incentive Bonus
Bonus determined formulaically based on performance relative to objective bonus criteria established by the Committee in January 2021. The TDC amount reflects the earning of 227% of base salary.

The SCT amount reflects the grant date value of the bonus, which was granted in equity at Mr. Mathias’s election.

Bonus paid 100% in the form of 29,439 LTIP units that were fully vested upon grant, but remain subject to a three-year no-sell restriction.

47%

$6,000,000

45%

$7,221,245

Performance-Based Equity Awards
The Committee granted performance-based awards in February 2021 having a target notional value of $6,000,000, consistent with the target amount set forth in Mr. Mathias’s employment agreement. The SCT amount reflects the grant date value of the awards.

The award relates to the following number of LTIP units:
    2021 Performance-Based Award –
Number of LTIP Units Granted
    Threshold Target Maximum Estimated Earned
as of 12/31/2021
    47,355 101,023 227,300 227,300
    Earned LTIP units will be determined after the end of the full performance period ending December 31, 2023, based on our absolute and relative TSR, with earned LTIP units vesting in full as of December 31, 2023.

28%

$3,500,000

38%

$6,020,926

Time-Based Equity Awards
The Committee granted time-based awards in January 2022 based on the company’s 2021 performance. The awards had a target value of $3,500,000, equal to the target amount set forth in Mr. Mathias’s employment agreement.
    The SCT amount reflects the value of one-time, discretionary awards granted in January 2021 for 2020 performance, and does not reflect compensation decisions made by the Committee for 2021.
    The time-based award was granted in the form of 47,636 LTIP units, which will vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025.

100%

$12,652,272

100%

$15,929,548

Both totals include $50,522 of “Other Compensation,” as reflected in the Summary Compensation Table.


 


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58 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

 

        
    

MATTHEW J. DILIBERTO

Chief Financial Officer

Mr. DiLiberto’s 2021 compensation recognizes the Company’s significant operational and financial success, including his substantial contributions to the execution of the Company’s share repurchase program and the strategic deleveraging of our portfolio.

The Total Direct Compensation approved by the Committee for Mr. DiLiberto for 2021 is substantially consistent with the amount set forth in the Summary Compensation Table, but the Summary Compensation Table does not, in all instances, correctly characterize certain aspects of the Committee’s 2021 compensation decisions.

    
     

2021 Performance and Compensation –

Total Direct Compensation vs. Summary Compensation Table

TDC SCT Element of Compensation

14%

$575,000

15%

$575,000

Annual Base Salary
Mr. DiLiberto’s base salary increased 4.5%, from $550,000 to $575,000 compared to 2020 in connection with entering into his new employment agreement in February 2021. The increase was based on a review of competitive market data and his current role and responsibilities at the Company.
47%
$1,850,000
24%
$925,000

Annual Cash Incentive Bonus
Bonus determined on a discretionary basis by reference to the objective criteria used for our formulaic cash bonus program and the business, financial and other corporate achievements of the Company during 2021.

Bonus paid 50% in the form of 12,710 LTIP units granted in January 2022 that were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2022, the value of the awards will be reported in next year’s Summary Compensation Table.

The SCT amount reflects only the portion of Mr. DiLiberto’s 2021 bonus paid in cash.

14%

$555,556

19%

$708,003

Performance-Based Equity Awards
The Committee granted performance-based awards in February 2021 having a target notional value of $555,556. The SCT amount reflects the grant date value of the awards.

The award relates to the following number of LTIP units:
    2021 Performance-Based Award –
Number of LTIP Units Granted
    Threshold Target Maximum Estimated Earned
as of 12/31/2021
    4,386 9,355 21,047 19,501
    Earned LTIP units will be determined after the end of the full performance period ending December 31, 2023, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2023 and 50% as of December 31, 2024.

25%

$978,681

42%

$1,610,869

Time-Based Equity Awards
The Committee granted time-based awards in February 2021 upon the extension of Mr. DiLiberto’s employment agreement.
    These awards were granted in lieu of participation in our annual time-based equity award program and so the Committee viewed 50% of the award as having been granted for 2021 and 50% as granted for 2022. The SCT amount reflects the full value of the award.
    The time-based award was granted in the form of 31,020 LTIP units, which vested 50% on January 1, 2022 and 50% of which will vest on January 1, 2023.

100%

$3,970,837

100%

$3,830,472

Both totals include $11,600 of “Other Compensation,” as reflected in the Summary Compensation Table.


 


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EXECUTIVE COMPENSATION 59

 

        
    

ANDREW S. LEVINE

Chief Legal Officer and General Counsel

Mr. Levine’s 2021 compensation reflects the role he played in a wide range of the Company’s business and corporate initiatives, all of which contributed to our operational and financial success during 2021 and drove stockholder value.

The Total Direct Compensation approved by the Committee for Mr. Levine for 2021 is approximately 7% higher than the total compensation amount set forth in the Summary Compensation Table due primarily to the value of 2020 bonus awards reflected in the SCT, which were reduced for 2020 due to the Company’s disappointing performance, while the Total Direct Compensation Amount reflects actual 2021 compensation.

    
     

2021 Performance and Compensation –

Total Direct Compensation vs. Summary Compensation Table

TDC SCT Element of Compensation

16%

$580,000

17%

$580,000

Annual Base Salary
Mr. Levine’s base salary was equal to the minimum set forth in his employment agreement. There was no change to base salary for 2021 compared to 2020.
33%
$1,175,000
26%
$874,232

Annual Cash Incentive Bonus
Bonus determined on a discretionary basis by reference to the objective criteria used for our formulaic cash bonus program and the business, financial and other corporate achievements of the Company during 2021.

Bonus paid 100% in the form of 16,145 LTIP units granted in January 2022 that were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2022, the value of the awards will be reported in next year’s Summary Compensation Table.

The SCT amount reflects the grant date value of LTIP units awarded in January 2021 for 2020 annual cash incentive bonus.

15%

$555,556

21%

$708,003

Performance-Based Equity Awards
The Committee granted performance-based awards in February 2021 having a target notional value of $555,556. The SCT amount reflects the grant date value of the awards.

The award relates to the following number of LTIP units:
    2021 Performance-Based Award –
Number of LTIP Units Granted
    Threshold Target Maximum Estimated Earned
as of 12/31/2021
    4,386 9,355 21,047 19,501
    Earned LTIP units will be determined after the end of the full performance period ending December 31, 2023, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2023 and 50% as of December 31, 2024.

36%

$1,300,000

36%

$1,201,465

Time-Based Equity Awards
The Committee granted time-based awards in January 2022 based on the company’s 2021 performance. The awards had a target value of $1,300,000, equal to the target amount set forth in Mr. Levine’s employment agreement.
    The SCT amount includes the value of one-time, discretionary awards granted in January 2021 for 2020 compensation, and do not reflect the Committee’s 2021 compensation decision.
    The time-based award was granted in the form of 23,572 LTIP units, which vested on January 1, 2022 consistent with the terms of Mr. Levine’s employment agreement.

100%

$3,622,156

100%

$3,375,300

Both totals include $11,600 of “Other Compensation,” as reflected in the Summary Compensation Table.


 


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60  SL GREEN REALTY CORP. 2022 PROXY STATEMENT

Other Compensation Policies and Information

How We Determine Executive Compensation

The Committee determines compensation for our named executive officers and is comprised of three of our independent directors, Lauren B. Dillard (Chair), Edwin T. Burton, III and John S. Levy. John H. Alschuler served a member of the Committee until April 1, 2021.

The Committee receives input from a number of sources each year to inform its final compensation determinations for our named executive officers. These final determinations are made solely by the Committee.

Results The Committee synthesizes and analyzes the data and information provided by its independent compensation advisor, our CEO and FTI Consulting, as well as any input from the full Board of directors and stockholders, and then makes final compensation decisions for our named executive officers in its sole discretion
Stockholder Engagement ●  The Committee engages with a significant number of stockholders holding a substantial percentage of outstanding shares and considers all feedback it receives on current and prior compensation practices
Full Board ●  The Committee makes regular reports to the full Board to ensure management accountability with business objectives and alignment with stockholders
Chief Executive Officer

●  At the request of the Committee, our CEO also provides recommendations regarding total compensation and the allocation of this compensation among pay elements for our other named executive officers

●  Our CEO reviews market data provided by FTI Consulting in formulating compensation recommendations, which the Committee also receives and reviews

●  The other named executive officers discuss their performance with our CEO, but otherwise play no role in determining their compensation

●  FTI Consulting, which had relationships with certain officers of the Company during 2021, is retained by management as a general business advisor, including for compensation matters

Gressle & McGinley LLC

●  Retained as Committee’s independent outside compensation adviser and regularly participates in compensation committee meetings

●  Provides updates and relevant data throughout the year on market conditions in light of our goals and objectives, including current market and peer group pay practices and then-existing policies of certain of our institutional investors, ISS, Glass Lewis and other governance groups

●  Offers the Committee independent analysis and recommendations concerning executive compensation

●  Does not provide any additional services to the Company


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EXECUTIVE COMPENSATION 61

Compensation Practices

We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive New York City real estate market, to align management and stockholder interests and to continue to drive our long-term track record of superior return to stockholders. The following are key features of our executive compensation programs, reflecting changes we have adopted following our extensive stockholder outreach:

       
WHAT WE DO     WHAT WE DON’T DO
       

   Pay for performance and create alignment with stockholders

   Include robust hurdles in our incentive plans

   Pay a majority of total compensation for our CEO and other named executive officers in equity

   Follow robust equity ownership guidelines for our directors and named executive officers

   Impose a clawback policy with respect to incentive payments

   Require a double trigger for cash severance and accelerated vesting in connection with a change in control

           

   No dividends or distributions paid on unearned equity awards subject to performance-based vesting

   No excise tax gross-up provisions

   No repricing of stock options

   No single trigger cash severance or accelerated vesting in connection with a change in control

   Don’t allow directors or officers to hedge our securities

       

Peer Group Benchmarking

In 2021, as in prior years, the Committee reviewed various peer compensation information in connection with its compensation decisions, primarily focused on the chief executive officer’s compensation. This peer information was not used to target a particular percentile for our Chief Executive Officer’s total compensation for 2021, but rather to confirm that our Chief Executive Officer’s total compensation for 2021 was within an appropriate range of the total compensation, considering relative size and performance.

The Committee reviewed total compensation information for the chief executive officers of a peer group, with an emphasis on the REIT industry. The peer group included a number of New York City-based peer companies. That decision is based on the unique characteristics of the New York City real estate marketplace, which is where we conduct substantially all of our business, and which is one of the most competitive in the world, from both a business and compensation perspective. However, among the top 15 New York City real estate companies – in terms of Manhattan office-space ownership – only a handful of those companies, including SL Green, are public.

With respect to size, we ranked at or above the median of our selected peers with respect to total enterprise value and total revenue as of December 31, 2021. The following companies were included in the peer group that the Committee reviewed:

Peer Group

ENTERPRISE VALUE
(in billions)
      REVENUE
(in billions)
     
 

Source: S&P Capital IQ. Data as of December 31, 2021.


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62 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

In the market for talent and compensation, the Committee views SLG as most comparable to real estate companies and companies in complex financial services-related industries such as top performing hedge funds, international investors, large private firms and others that may have equal or greater financial resources, including access to cost-efficient capital. Many of these most direct competitors are private companies, however, and are not required to publicly disclose their compensation arrangements, though the Committee believes that the top real estate principals of these non-REIT companies typically receive substantially higher compensation than their counterparts at public REITs. Nonetheless, to ensure the rigor of our compensation program benchmarking, we have limited our peer group to companies for which there is sufficient publicly available information to thoroughly and completely evaluate the comparability of any given peer company.

Given limited publicly available information on the private companies with which we most directly compete for real estate talent, we have elected to include only public REITs in our compensation peer group.

Analysis of Risk Associated with Our Executive Compensation Plans

In setting compensation, we consider the risks to our stockholders and to achievement of our goals that may be inherent in the executive compensation program. We concluded that it is not reasonably likely that our compensation policies and practices will have a material adverse effect on us.

In reaching our conclusion, we considered the following aspects of our executive compensation plans and policies among others:

We evaluate performance based upon the achievement of a variety of business objectives and goals.
We use a balanced equity compensation mix comprised of performance-based and time-based full value equity awards. This approach lessens the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money,” as may be the case with equity compensation programs that rely solely on leveraged market-based equity compensation vehicles such as stock options.
We provide a significant portion of incentive compensation in the form of long-term incentive awards. The amounts that ultimately may be earned are tied to how we perform over a multi-year period, which focuses management on sustaining our long-term performance.
We structure payouts under our performance-based awards based on achieving a minimum level of performance, so that some compensation is awarded at levels below full target achievement rather than an “all-or-nothing” approach.
We provide a significant portion of each executive’s annual compensation in the form of equity-based compensation. In addition, executives are required to maintain sizable holdings of equity in the Company under the terms of our equity ownership guidelines. This practice aligns an appropriate portion of our executives’ personal wealth to our long-term performance.
We adopted a policy for recoupment of incentive payments made to our executives, including our named executive officers, if payment was based on having met or exceeded performance expectations during a period of fraudulent activity for which the executive is responsible.

Accordingly, although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe our executive compensation programs are appropriately structured and do not pose a material risk to the Company.

Executive and Director Equity Ownership Guidelines

In furtherance of the Committee’s ongoing efforts to foster an ownership culture among our senior leadership team, we adopted equity ownership guidelines for our named executive officers and non-employee directors, as set forth below:

Named Executive Officers and
Non-Employee Directors
       Multiple of Base Salary or
Annual Cash Retainer
Chief Executive Officer   8x
Other Named Executive Officers   6x
Non-Employee Directors   5x

All of our named executive officers hold a significant amount of equity in our Company and are highly incentivized to create sustainable, long-term stockholder value.


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EXECUTIVE COMPENSATION 63

 

Named Executive Officers        Actual Equity Ownership -
Multiple of Base Salary(1)
Marc Holliday   71x
Andrew Mathias   88x
Matthew J. DiLiberto   14x
Andrew S. Levine   28x

 

(1) As of March 25, 2022.

Outstanding Annual Equity Award Performance Summary (2019-2021)

Operational Awards        Actual Percentage Earned
as of 12/31/2021
       Actual / Projected Absolute TSR Modifier as
of 12/31/202
2021 Operational Component   200.00% (Actual)   +12.5% (Projected)
2020 Operational Component   115.44% (Actual)   -12.5% (Projected)
2019 Operational Component   150.10% (Actual)   -12.5% (Actual)
         
Relative Awards   Actual / Projected Percentile Rank
as of 12/31/2021
  Actual / Projected Percentage Earned
as of 12/31/2021
2021 Relative TSR vs. Office REIT Peers   78th Percentile (Projected)   225.00% (Projected)
2021 Relative TSR vs. NYC REIT Peers   58th Percentile (Projected)   152.82% (Projected)
2020 Relative TSR vs. Office REIT Peers   51st Percentile (Projected)   105.88% (Projected)
2020 Relative TSR vs. NYC REIT Peers   100th Percentile (Projected)   225.00% (Projected)
2019 Relative TSR vs. Office REIT Peers   36th Percentile (Actual)   57.98% (Actual)

Our 2020 and 2019 annual performance-based equity awards generally have the same structure as the 2021 performance-based equity awards described above in “—Compensation Discussion and Analysis—Our 2021 Executive Compensation Program.” However, for 2020 the relative component was weighted 66.67% to the Office REIT Peers and 33.33% to the NYC REIT Peers (rather than 50% each for 2021). For 2019, the relative TSR component was weighted 100% to the Office REIT Peers. These prior awards are described in full in our proxy statements relating to our 2020 and 2019 fiscal years.

For additional information regarding the number of LTIP units relating to each of our outstanding annual performance-based equity awards held by each of our named executive officers, see “—Executive Compensation Tables—Outstanding Equity Awards at Fiscal Year End 2021.”

Perquisites and Other Personal Benefits

We do not provide significant perquisites or personal benefits to our named executive officers, except that we provided leased automobiles for our Chief Executive Officer for all of 2021 and our President for a portion of 2021. In October 2021, our President’s car lease terminated and we instead provided a company-owned car for his use. We also provide automobile insurance premiums for these vehicles. Additionally, our Chief Executive Officer receives certain life insurance benefits. The costs of these benefits constituted less than one percent of the applicable executive’s compensation.

Employment Agreements

As noted above, we have employment agreements with all of our named executive officers. All of the employment agreements with our named executive officers provide for, among other things, severance payments and benefits and acceleration of equity awards in connection with certain qualified terminations. In return, each of our named executive officers has agreed to non-compete, non-solicitation, non-interference and confidentiality provisions. For each of our executives, we believe that, because the severance level is negotiated up front, it makes it easier for us to terminate these executives without the need for protracted negotiations over severance. We also believe that providing pre-negotiated severance benefits for all of our executives in the event they are terminated without cause or terminate their employment for good reason following a change in control helps to further align the interests of our executives and our stockholders in the event


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64 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

of a potentially attractive proposed change in control transaction following which one or more of our executives may be expected to be terminated. See “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” for a summary of the employment agreements with our named executive officers.

Clawback Policy

The Board adopted a clawback policy under which any incentive payments made to a named executive officer on the basis of having met or exceeded performance targets during a period of fraudulent activity for which such executive is found personally responsible may be recouped by the Company.

Anti-hedging Policy

The Board has adopted a policy prohibiting all of our executive officers and directors from engaging in hedging transactions with respect to our securities. Pursuant to this policy, our executive officers and directors may not engage in hedging transactions with respect to our securities (including, without limitation, partnership interests in our operating partnership) through puts, calls, covered calls, synthetic purchases, collars, other derivative securities of the Company or otherwise at any time. Prior to the adoption of this policy, none of our executive officers or directors were engaging in any hedging transactions with respect to our securities, and this policy was adopted to formally reflect the practices that our executive officers and directors had already been observing. The Company does not have any practices or policies regarding the ability of any other employees to purchase financial instruments or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

Other Matters – LTIP units and Class O LTIP units

We issued a separate class of units of limited partnership interest in our operating partnership, which we refer to as LTIP units, for the equity bonuses that we granted to our named executive officers for 2021 and as equity awards granted in connection with new or extended employment agreements or the provisions of such agreements. LTIP units are similar to common units in our operating partnership, which generally are economically equivalent to shares of our common stock, except that the LTIP units are structured as “profits interests” for U.S. federal income tax purposes under current federal income tax law. As profits interests, LTIP units generally only have value, other than with respect to the right to receive distributions, if the value of the assets of our operating partnership increases between the issuance of LTIP units and the date of a book-up event for partnership tax purposes. If the value of the assets of our operating partnership increases sufficiently, the LTIP units can achieve full parity with common units in our operating partnership. If such parity is achieved, LTIP units may be converted, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common units, which in turn are redeemable by the holder for cash or, at our election, on a one-for-one basis into shares of our common stock. LTIP units are not entitled to distributions prior to being earned based on achievement against the performance-based hurdles contained in these plans. Once earned, these LTIP units, whether vested or unvested, entitle the holder to receive distributions per unit from our operating partnership that are equivalent to the dividends paid per share on our common stock.

In addition to the LTIP units described above that we issued in lieu of shares of restricted stock, we also have issued another class of units of limited partnership interest in our operating partnership that are intended to be similar to stock options from an economic perspective, which we refer to as Class O LTIP units. Class O LTIP units are also intended to qualify as “profits interests” for U.S. federal income tax purposes. During 2021, we did not grant any Class O LTIP units.

Like stock options, Class O LTIP units operate in a manner that generally permits holders to realize the benefit of any increase in the per share value of our common stock above the value at the time the Class O LTIP units are granted. At the time of the grant of Class O LTIP units, the operating partnership establishes a conversion threshold, the vesting terms and the mandatory conversion date, if any, for the Class O LTIP units. The conversion threshold corresponds to the exercise price of a stock option while the mandatory conversion date corresponds to the expiration date of a stock option. Similar to the exercise price for stock options, the conversion threshold will equal the per unit value of the common units of our operating partnership on the grant date. Class O LTIP units will receive 10% distributions relating to periods between grant and vesting upon vesting, and will receive 10% distributions from vesting to their conversion as opposed to holders of non-qualified stock options who will not receive any distributions relating to periods between grant and exercise.

Once Class O LTIP units have vested, they may be converted into common units of our operating partnership by the holder at any time prior to their mandatory conversion date in a manner that is similar to a net exercise of stock options. Upon exercise of this conversion right, the Class O LTIP units will convert into a number of common units of the operating partnership that have an aggregate value equal to the aggregate spread of the Class O LTIP units that are converted. The “spread” for each


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Class O LTIP unit will equal the excess, if any, of the value of our operating partnership’s assets per common unit on the conversion date above the per unit value at the time the Class O LTIP unit was granted (i.e., the conversion threshold). Any Class O LTIP units that have not been voluntarily converted prior to the mandatory conversion date established at the time the Class O LTIP units were granted will automatically convert into common units on such mandatory conversion date, or be forfeited if the value of our operating partnership’s assets per common unit is less than the conversion threshold for the Class O LTIP units.

LTIP units and Class O LTIP units are intended to offer executives substantially the same long-term incentive as shares of restricted stock and stock options, respectively, with more favorable U.S. federal income tax treatment available for “profits interests” under current federal income tax law. More specifically, one key disadvantage of restricted stock is that executives are generally taxed on the full market value of a grant at the time of vesting, even if they choose to hold the stock. Similarly, holders of non-qualified stock options are taxed upon exercise. Conversely, under current federal income tax law, an executive would generally not be subject to tax at the time of issuance or vesting of an LTIP unit or Class O LTIP unit or conversion into common units but only when he or she chooses to liquidate the common units into which his or her LTIP units or Class O LTIP units convert. Therefore, an executive who wishes to hold his or her equity awards for the long term can generally do so in a more tax-efficient manner with LTIP units or Class O LTIP units. In light of the increased tax efficiency, we have chosen to use LTIP units and Class O LTIP units for grants to our executives. We believe that the use of LTIP units and Class O LTIP units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by executives, (iii) not adversely impacted dilution as compared to restricted stock, and (iv) further aligned the interests of our executives with the interests of our stockholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of SL Green Realty Corp. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, our Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Submitted by our Compensation Committee

Lauren B. Dillard (Chair) Edwin T. Burton, III John S. Levy

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66 SL GREEN REALTY CORP. 2022 PROXY STATEMENT

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth information regarding the compensation paid to the individuals who served as our Chief Executive Officer and Chief Financial Officer during our 2021 fiscal year and two of our most highly compensated executive officers, other than our Chief Executive Officer and Chief Financial Officer, whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2021, or collectively, the “named executive officers.”

Name and Principal
Position
    Year       Salary
($)
        Bonus
($)
       Stock Awards(1)
($)
        Option
Awards(1)
($)
        Non-Equity
Incentive Plan
Compensation
($)
        All Other
Compensation(2)
($)
        Total
($)
 
Marc Holliday
Chief Executive
Officer and
Chairman of the Board
  2021   $ 1,250,000           $ 18,099,677           $ 1,681,250     $ 57,130     $ 21,088,057  
  2020   $ 1,250,000     $ 387,501     $ 12,643,310           $ 862,500     $ 51,415     $ 15,194,726  
  2019   $ 1,250,000           $ 16,397,131           $ 3,293,070     $ 49,815     $ 20,990,016  
Andrew Mathias
President
  2021   $ 950,000           $ 14,929,026                 $ 50,522     $ 15,929,548  
  2020   $ 950,000           $ 10,580,622                 $ 43,136     $ 11,573,758  
  2019   $ 950,000           $ 11,191,600                 $ 42,088     $ 12,183,688  

Matthew J. DiLiberto

Chief Financial Officer

  2021   $ 575,000     $ 925,000     $ 2,318,872                 $ 11,600     $ 3,830,472  
  2020   $ 550,000     $ 2,460,000 (3)    $ 1,336,498                 $ 11,400     $ 4,357,898  
  2019   $ 550,000     $ 1,650,000     $ 1,011,997                 $ 11,200     $ 3,223,197  

Andrew S. Levine

Chief Legal Officer
and General Counsel

  2021   $ 580,000           $ 2,783,700                 $ 11,600     $ 3,375,300  
  2020   $ 580,000     $ 1,000,000 (3)    $ 2,701,565                 $ 11,400     $ 4,292,965  
  2019   $ 580,000     $ 1,000,000     $ 3,104,650                 $ 11,200     $ 4,695,850  

 

(1) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the full grant date fair value of stock awards and option awards issued to the executives in 2021, 2020 and 2019, respectively. In accordance with SEC disclosure requirements, the amounts for 2021 include the full grant date fair value of our 2021 annual performance-based equity awards, which were as follows: Mr. Holliday—$9,026,551; Mr. Mathias—$7,221,245; Mr. DiLiberto—$708,003; and Mr. Levine—$708,003, respectively. The grant date fair value of such awards is computed in accordance with ASC 718, “Compensation-Stock Compensation,” or “ASC 718,” by the use of Monte Carlo simulation models that consider the probable outcomes of the market-based performance conditions governing such awards. The Monte Carlo simulation model for the awards granted during 2021 used an assumed stock price volatility level of 49% on our common stock and a risk-free interest rate of 0.18%.
  Assuming that maximum performance is achieved under our 2021 annual performance-based equity awards, the value at the grant date of the awards would each have been as follows: Mr. Holliday—$18,476,584; Mr. Mathias—$14,781,319; Mr. DiLiberto—$1,368,686; and Mr. Levine—$1,368,686, respectively. See “—Compensation Discussion and Analysis—Our 2021 Executive Compensation Program” for a description of the terms of these performance-based awards.
(2) The table and footnotes below show the components of this column for 2021, which include certain perquisites such as Company 401(k) matching contributions.

 

Name     All Other
Compensation ($)
Marc Holliday        $ 57,130(a)
Andrew Mathias   $ 50,522(b)
Matthew J. DiLiberto   $ 11,600(c)
Andrew S. Levine   $ 11,600(c)

 

(a) Represents (i) the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($11,600), (ii) leased car payments, plus insurance premiums ($26,613) and (iii) life insurance premiums ($18,917). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
(b) Represents (i) the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($11,600), (ii) car benefits, representing lease payments for a portion of the year for a leased car and, for the remainder of the year, the depreciation expense recognized on a company-owned car, plus insurance premiums ($38,922). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
(c) Represents the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($11,600). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.

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EXECUTIVE COMPENSATION 67

2021 Grants of Plan-Based Awards

The following table sets forth certain information with respect to each grant of an award made to a named executive officer in the fiscal year ended December 31, 2021.

           

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
    Estimated Future Payouts Under
Equity Incentive Plan Awards
    All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
    Grant
Date Fair
Value of
Stock and
Option
Awards
($)
 
Name   Grant Date   Approval
Date
  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
         
Marc Holliday    01/22/2021   01/22/2021                                         141,983 (1)    $ 7,755,111  
  02/04/2021   02/04/2021                       59,193 (2)      126,277 (2)      284,124 (2)          $ 9,026,551  
  12/13/2021   12/13/2021                                         23,002 (3)    $ 1,318,015  
  N/A   N/A   $ 625,000 (4)    $ 2,500,000 (4)    $ 3,750,000 (4)                               
Andrew Mathias     01/22/2021   01/22/2021                                         110,233 (5)    $ 6,020,926  
  02/04/2021   02/04/2021                       47,355 (2)      101,023 (2)      227,300 (2)          $ 7,221,245  
  12/13/2021   12/13/2021                                         29,439 (3)    $ 1,686,855  
  N/A   N/A   $ 475,000 (4)    $ 1,662,500 (4)    $ 2,375,000 (4)                               
Matthew J.
DiLiberto 
  02/04/2021   02/04/2021                                         31,020 (6)