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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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LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

The year 2022 marked many important milestones - SL Green celebrated its 25th anniversary as a publicly traded company on the New York Stock Exchange, our recently opened skyline-defining tower, One Vanderbilt, is nearing full occupancy and our immersive observatory experience, SUMMIT One Vanderbilt, welcomed its 1 millionth guest, ahead of expectations. These achievements are a direct reflection of the dedication and hard work of our incredible workforce.

Our investment in the future is underscored by ESG principles, and our portfolio continues to build long-term value that benefits our shareholders, tenants, employees, and community. One Vanderbilt is the first building in the world to simultaneously achieve LEED v3 Platinum and v4 Gold certification, setting the standard in responsible development and tenant wellness. We apply these same principles to our latest project, the transformative redevelopment of a historical asset, One Madison, where we demonstrate that existing buildings can also achieve the highest levels of sustainability.

SL Green’s ESG leadership is a reflection of the Board’s effective risk oversight to safeguard stockholder assets and drive value creation. The Board continues to oversee the execution of decarbonization strategies to reduce SL Green’s environmental footprint and optimize our energy portfolio’s efficiency. To advance these efforts, the Company developed a GHG Emissions Reduction Plan in line with the 1.5°C pathway, which recently received validation from the Science Based Targets initiative (SBTi). Our status as an industry leader in ESG is validated by our performance in the Dow Jones Sustainability Indexes – our 2022 score increased from 64 to 68 against the peer average of 21, placing us in the top 10% of our global peers and positioning us as an S&P Global Sustainability Yearbook member for 2023.

Vital to the Board’s oversight responsibilities is ongoing outreach and responsiveness to our stockholders. In 2022, in response to stockholder feedback, we appointed Carol Brown as an independent director to our Board, enhancing the Board’s diversity of background, skills and experience. Further, we enhanced our proxy disclosure, adding a director-by-director skills matrix and expanded our executive compensation discussion. Delivering on public commitments made in May 2022, the Compensation Committee enhanced executive compensation and incentive design.

SL Green continued to expand its philanthropic work to support the New York City community. This includes our work with the two organizations we established to support residents—Food1st and the SUMMIT Foundation. From inception in 2020, Food1st has served over 1 million meals to food-insecure New Yorkers and the SUMMIT Foundation has invested 1% of gross ticket sales to New York focused charities and organizations. In 2022, SL Green also provided employment, training, and mentorship to New York City youth. We were honored with the 2022 Employer of the Year award by the Mayor’s Fund to Advance New York City in recognition of our participation in the city’s Summer Youth Employment Program and our focus on providing enrichment opportunities to New York City students.

The SL Green Board will continue to provide robust oversight and execution of the Company’s strategic priorities. We are proud of our reputation as a responsible corporate citizen and will work tirelessly to create long-term, sustainable stockholder value.

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 and Chairman Emeritus
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

OUR TRACK RECORD OF RESPONSIVENESS

Our Board has always valued stockholder feedback and has over the last few years embarked on a robust stockholder outreach program. That feedback has served as a key input to Board composition, corporate governance, and executive compensation, as well as environmental and social discussions and decisions at the Board and committee levels. The Board is proud of our track record of responsiveness to stockholder feedback as outlined below.

		Board Composition & Corporate Governance		Executive Compensation		Environmental & Social
		✓Amended bylaws to permit stockholders to amend bylaws by a majority vote ✓Lauren Dillard appointed Compensation Committee Chair ✓Craig Hatkoff appointed chair of Nominating and Governance Committee		✓Retroactively reduced CEO base salary ✓Announced reduction of Director Compensation effective 2019		✓Committed to reduce GHG emission intensity 30% by 2025 ✓Achieved a “B” CDP score as first-time reporter ✓Awarded NYC’s “Changemaker Award” for volunteerism & philanthropy
		✓Transition of Stephen L. Green from Chairman to “Chairman Emeritus”		✓Simplified pay plan by reducing elements from seven to four ✓Eliminated retesting, guaranteed equity grants and discretionary components and replaced with performance driven incentives ✓Added three-year absolute and relative TSR modifier to extend performance period		✓Committed to >$2M in annual donations to NYC charities ✓#1 scoring REIT for ESG Disclosures on Bloomberg World Index ✓Achieved GRESB Green Star designation as a first-time responder and an “A” rating on GRESB’s Public Disclosure Report
		✓Completed declassification of the Board with all directors elected for one-year terms for the first time ✓Activated existing Pandemic Response Plan to ensure buildings remained accessible to essential workers during the onset of the COVID-19 pandemic		✓Compensation Committee determined to make no adjustments to preset 2020 performance goals despite Company providing pandemic-related revised guidance ✓Compensation Committee utilized discretion to align pay to reflect management’s performance during the pandemic		✓Launched not-for-profit Food 1st to serve first responders and food-insecure New Yorkers, while revitalizing NYC’s restaurants ✓Invested $220M in public transit improvements in and around Grand Central Terminal ✓Released first formal SASB disclosures
		✓Committed to enhancing board diversity by 2022 annual meeting		✓CEO performance incentives realigned with pre-pandemic structure ✓Committed to not make discretionary, one-time awards absent extraordinary circumstances with appropriate transparency		✓Signatory to TCFD and published first formal TCFD report ✓Donated $6M to more than 70 not-for-profit organizations
		✓Appointed Carol Brown, enhancing Board diversity ✓Disclosed board succession planning related to John Levy’s retirement and termination of Chairman Emeritus’ retainer ✓Disclosed director-by-director skills matrix		✓Regarding 2023 pay, committed to reduce discretion in bonuses for all NEOs ✓Include a vesting cap for performance-based equity awards (in the event of negative multi-year TSR) ✓Eliminate automobile allowances ✓Intend to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President		✓Developed and validated science-based emission reduction for scope 1 and 2 targets in line with 1.5°C pathway ✓Expanded scope 3 disclosures and committed to reduction through SBTi ✓Increased ethnic/racial diversity of all newly hired employees in 2022 to 76% ✓Committed to implementing diversity focused recruitment platform

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2	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

2023 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

	Election of Directors
	●   The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated nine directors for re-election to serve until the 2024 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	Edwin T. Burton, III	Craig M. Hatkoff
	Betsy S. Atkins	Lauren B. Dillard	Marc Holliday
	Carol N. Brown	Stephen L. Green	Andrew W. Mathias
	●   Our nominees represent a Board that has a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender.
	●   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, 2023.   ●   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 81 ►
	Advisory Vote on Whether an Advisory Vote on Executive Compensation Should Be Held Every One, Two or Three Years   ●   The Compensation Committee and the Board believe that a vote on the compensation of our named executive officers every year is in the best interests of the Company.			The Board recommends a vote for ONE YEAR. SEE PAGE 83 ►

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2023 PROXY STATEMENT HIGHLIGHTS

3

 

BUSINESS OVERVIEW AND HIGHLIGHTS

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4	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

STOCKHOLDER-FRIENDLY CORPORATE
GOVERNANCE & INDEPENDENT OVERSIGHT

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

 

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5

Compensation Program Highlights

Simplified Pay Elements with Continued Emphasis on At-Risk Compensation

To align with stockholder feedback, our compensation structure has been updated in recent years to include 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 and, beginning in 2023, 60% formulaically for our CFO, based on weightings that directly correspond to our strategy
	Performance-Based Equity Awards	Awards are (i) 50% based on performance against annual operating goals, subject to a modifier based on absolute TSR over a three-year performance period and (ii) 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

Continued Commitment to Strengthening Performance-Based Executive Compensation

In direct response to stockholder feedback received during our 2022 fall and winter outreach to stockholders, the Compensation Committee:

●	Reduced discretion in bonuses for our NEOs
●	Included a vesting cap for performance-based awards that may be earned based on performance relative to our peers in the event of negative multi-year TSR,
●	Eliminated automobile allowances for all NEOs, and
●	Intends to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President.

Majority of 2022 Pay at Risk

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6	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

ESG HIGHLIGHTS

Transparent Disclosure and Commitments

ESG Oversight & Business Integration

●Developed a long-term decarbonization roadmap and emissions reduction plan ●Developed and validated absolute scope 1 and 2, science-based emissions reduction targets with the SBTi ●Expanded scope 3 disclosures and committed to reduce absolute scope 3 GHG emissions from capital goods with the SBTi ●Became a signatory to TCFD in 2021 and published our first formal TCFD report (reporting update to be issued in 2023) ●ESG Reporting since 2013 in line with GRI standards and supplemented by annual ESG Report ●Annual reporting for GRESB, CDP, SASB, S&P CSA / DJSI

●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, Hospitality & Sustainability, VP, Director of Sustainability, and AVP of People Experience ●ESG platform is integrated throughout SL Green’s business, which has led to effective risk-management practices that influence corporate strategy and decision-making

Key ESG Achievements

ESG Leadership			Industry Leadership			Building Certifications			Awards & Accolades
Highest Scoring U.S. Office REIT			Public Commitment to SBTi			11 Buildings and 10M SF			Partner of the Year Sustained Excellence 2018-2022
Top 20% of all GRESB Participants			Early Adopter for Global Risk Disclosure			22 Buildings and 20M SF			FTSE4Good Index Constituent 2020-2022
Top 25% of all Residential & Commercial REITs			SASB Real Estate Standards Release, 2021-2022			25 Buildings and 23M SF			2022 Earth Award, 11 Madison
R-FactorTM Score Outperformer 2020-2022			Net Zero by 2050 Goal — Aligned			1 WELL v2 Platinum			Gold Level 2020-2023
2022 Score Increased from 64 to 68 Against Peer Average of 21 (as of 12/1/22)						6 Certified Buildings			Changemaker Award 2018-2022
Top 10 ESG Disclosure Score Among REITs Listed on Russell 1000 Index						24 LEED Certified Buildings (see p. 43 for details)			2022 Employer of the Year
Low-Risk ESG Risk Rating						28 Certified Buildings			2022 Real Estate and Construction Council Gala Honoree —Edward V. Piccinich

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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 June 5, 2023 10:00 AM, Eastern Time

Location The auditorium at One Vanderbilt Avenue, New York, New York

Record Date March 31, 2023

Dear Stockholder:

You are invited to attend the 2023 annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on June 5, 2023 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 nine 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, 2023 PAGE 81 ►		To hold an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years PAGE 83 ►
	Vote FOR		Vote FOR		Vote FOR		Vote for ONE YEAR

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, 2023 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, 2023 Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 5, 2023. This proxy statement and our 2022 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. You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the annual meeting. To be admitted to the annual meeting, you will be required to present a recent brokerage statement or other evidence of your ownership of our stock as of the record date of the annual meeting. 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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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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10	SL GREEN REALTY CORP. 2023 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 2023 annual meeting, based upon information furnished by each director.

Other Current Public Board Directorships

Committee Memberships

Name

Age

Independent

Director Since

AC

CC

NCGC

EC

John H. Alschuler

●Xenia Hotels and Resorts ●The Macerich Company

75

1997

M

M

Betsy S. Atkins

●Wynn Resorts Ltd. ●Enovix Corporation ●Solaredge Technologies, Inc.

69

2015

M

M

Carol N. Brown

53

2022

M(1)

M

Edwin T. Burton, III

80

1997

C

M

Lauren B. Dillard

47

2016

M

C

Stephen L. Green

85

1997

M

Craig M. Hatkoff

●Jaguar Global Growth Corporation I

69

2011

M

C

Marc Holliday

56

2001

C

Andrew W. Mathias

49

2014

M(2)

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

(1)	If Ms. Brown is reelected, she will join the Compensation Committee, effective as of the date of the annual meeting.
(2)	If Mr. Mathias is reelected, he will join the Executive Committee, effective as of the date of the annual meeting.

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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 director nominees.

	Skills, Experiences and Attributes		Alschuler	Atkins	Brown	Burton, III	Dillard	Green	Hatkoff	Holliday	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. 2023 PROXY STATEMENT

Director Nominees

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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 diversity on the Board, including with respect to gender, race, ethnicity and perspectives. As part of our Board succession planning, and as previously disclosed, we have not renominated Mr. Levy for election, and he will retire from our Board at our 2023 annual meeting of stockholders. We are deeply appreciative of Mr. Levy’s many years of dedicated service to the Company and its stockholders.

	Diversity Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender		Experience Our Board nominees have broad experience serving on public boards in industries relevant to the Company		Leadership Our Board nominees have strong corporate leadership backgrounds such as being CEO, CFO or holding other Executive positions
	50% of our independent Board nominees are diverse, including gender and racial/ ethnic diversity		56% of our Board nominees currently serve or have served on the Boards of other publicly traded companies		89% of our Board nominees 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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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. The Nominating and Corporate Governance Committee may consider the following:

●	the candidate’s diversity, including with respect to gender, race, ethnicity and perspectives;
●	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.

In 2022, 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.

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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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 nearly 20 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.

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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	Conduct Evaluation	Implement Conclusions
NCGC establishes Board and committee self-evaluation process, including incorporation of process improvements from previous review cycles	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	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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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, New York, New York 10017-3852. Mr. Levine will direct 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 2022, 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 2022. 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. Four of our directors attended the annual meeting of stockholders held on June 1, 2022.

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. The information found on 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.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

Board Independence and Composition	Board and Board Committee Practices	Stockholder Rights
●Majority independent Board and 100% independent Nominating and Corporate Governance, Audit and Compensation Committees ●Lead Independent Director role with robust responsibilities	●Board and committee self-evaluations ●Risk oversight by full Board and Audit Committee ●ESG oversight ●Robust stockholder engagement	●Annual election of all directors ●Proxy access bylaw provision ●Majority voting standard for director elections ●Stockholder ability to amend bylaws by majority vote

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.

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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 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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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 inter-connected systems to operate 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. Vulnerability Management We constantly scan our systems for vulnerabilities and address identified risks. During scheduled maintenance windows, we update or upgrade our systems to minimize these risks. Security Assessments We periodically employ internal software tools as well as external agencies to test the efficacy of our security protocols. Any weaknesses found are addressed through corrective action plans and systematic changes. Cybersecurity Awareness To ensure our employees are equipped with strategies to combat cybersecurity threats, we have regular mandatory employee trainings. All employees also receive security awareness tips to help identify phishing, deceptive emails, and corrupt links. Disaster Recovery We undergo offsite disaster recovery testing of Day 1 and partial Day 2 critical systems annually and implement incident response procedures. Additionally, 100% of our employees are equipped with mobile computing and remote work capabilities that enable end-to-end continuity of business operations. Cloud Computing With the advancement and availability of cloud technologies, we leverage the power of the cloud to employ sophisticated cybersecurity and business resilience measures. Risk Mitigation With growing risks associated with cybersecurity, we mitigate our exposure by offsetting the potential costs involved with recovery after a cyber-related security breach or similar event by purchasing cyber liability insurance coverage. External Assurance We periodically assess our IT systems to ensure adherence to industry standards, guidelines, and regulations. Our systems are also audited by external auditors annually and any findings tracked until they are adequately remediated.

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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	Offered Engagement with Approximately	How 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 engaged with many of our largest institutional investors.		We held in-person and virtual meetings, conducted calls and otherwise engaged with investors on topics including, but not limited to, our business strategy and executive compensation as well as governance and ESG matters.

Following the 2022 annual meeting, the Company:

	Offered Engagement with approximately	Had Direct one-on- one discussions with approximately	Directors participated in calls with stockholders representing approximately
	66% of Outstanding Shares	30% of Outstanding Shares	29% of Outstanding Shares

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Our Track Record of Responsiveness Our Board has always valued stockholder feedback and has over the last few years embarked on a robust stockholder outreach program. That feedback has served as a key input to Board composition, corporate governance, and executive compensation, as well as environmental and social discussions and decisions at the Board and committee levels. The Board is proud of our track record of responsiveness to stockholder feedback as outlined below.

		Board Composition & Corporate Governance		Executive Compensation		Environmental & Social
		✓Amended bylaws to permit stockholders to amend bylaws by a majority vote ✓Lauren Dillard appointed Compensation Committee Chair ✓Craig Hatkoff appointed chair of Nominating and Governance Committee		✓Retroactively reduced CEO base salary ✓Announced reduction of Director Compensation effective 2019		✓Committed to reduce GHG emission intensity 30% by 2025 ✓Achieved a “B” CDP score as first-time reporter ✓Awarded NYC’s “Changemaker Award” for volunteerism & philanthropy
		✓Transition of Stephen L. Green from Chairman to “Chairman Emeritus”		✓Simplified pay plan by reducing elements from seven to four ✓Eliminated retesting, guaranteed equity grants and discretionary components and replaced with performance driven incentives ✓Added three-year absolute and relative TSR modifier to extend performance period		✓Committed to >$2M in annual donations to NYC charities ✓#1 scoring REIT for ESG Disclosures on Bloomberg World Index ✓Achieved GRESB Green Star designation as a first-time responder and an “A” rating on GRESB’s Public Disclosure Report
		✓Completed declassification of the Board with all directors elected for one-year terms for the first time ✓Activated existing Pandemic Response Plan to ensure buildings remained accessible to essential workers during the onset of the COVID-19 pandemic		✓Compensation Committee determined to make no adjustments to preset 2020 performance goals despite Company providing pandemic-related revised guidance ✓Compensation Committee utilized discretion to align pay to reflect management’s performance during the pandemic		✓Launched not-for-profit Food 1st to serve first responders and food-insecure New Yorkers, while revitalizing NYC’s restaurants ✓Invested $220M in public transit improvements in and around Grand Central Terminal ✓Released first formal SASB disclosures
		✓Committed to enhancing board diversity by 2022 annual meeting		✓CEO performance incentives realigned with pre-pandemic structure ✓Committed to not make discretionary, one-time awards absent extraordinary circumstances with appropriate transparency		✓Signatory to TCFD and published first formal TCFD report ✓Donated $6M to more than 70 not-for-profit organizations
		✓Appointed Carol Brown enhancing Board diversity ✓Disclosed board succession planning related to John Levy’s retirement and termination of Chairman Emeritus’ retainer ✓Disclosed director-by-director skills matrix		✓Regarding 2023 pay, committed to reduce discretion in bonuses for all NEOs ✓Include a vesting cap for performance-based equity awards (in the event of negative multi-year TSR) ✓Eliminate automobile allowances ✓Intend to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President		✓Developed and validated science-based emission reduction for scope 1 and 2 targets in line with 1.5°C pathway ✓Expanded scope 3 disclosures and committed to reduction through SBTi ✓Increased ethnic/racial diversity of all newly hired employees in 2022 to 76% ✓Committed to implementing diversity focused recruitment platform

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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.

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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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	Stockholders
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, with additional discussion at the Nominating and Corporate Governance Committee level ●Cross-functional and executive-level participation in oversight and execution of ESG program, including SLG’s Chief Operating Officer, SVP, Hospitality & Sustainability, VP, Director of Sustainability, and AVP of People Experience ●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: ●Achieve net zero carbon operations by 2050, in line with Urban Land Institute commitment ●Reduce whole-building energy consumption by 20% during the period from 2015 to 2030 ●Reduce absolute scope 1 and 2 GHG emissions 50.4% ●Reduce absolute scope 3 GHG emissions from capital goods 30.0% Achievements: ●Our Targets were validated by the SBTi for absolute scope 1 and 2, science-based emissions reduction targets in line with the 1.5°C pathway ●Achieved our commitment to reduce the intensity of portfolio-wide greenhouse gas emissions by 30%, as compared to 2018, ahead of original 2025 deadline ●Achieved green building certifications across 96% of Manhattan Operating Properties(1) ●WELL Health-Safety Rating across 23 million square feet ●One Vanderbilt represents the first WELL Core Certified Platinum project in NYC and one of the first such projects in the United States

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		Human Capital Management ●Certified as a Great Place to Work with 92% of SL Green employees indicating they are proud to work for SL Green in a 2023 employee engagement survey ●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 40% of all SL Green employees in 2022 ●Partnership with women’s leadership development organization, Luminary, to cultivate high potential female employees ●20% of contractors for One Madison Avenue are Women-owned Business Enterprises (M/WBE), exceeding the goal of 15% ●Implemented a diversity focused recruitment platform in 2023
		Corporate Philanthropy ●Corporate and employee contributions totaling $20 million over the last ten years to over 200 charitable organizations primarily focused on providing New Yorkers with access to essential resources ●Awarded “2022 Employer Of The Year” by the NYC’s Mayor’s Fund To Advance New York City in recognition of SL Green’s partnership with NYC’s Summer Youth Employment Program ●Co-founded FOOD1st to address NYC food insecurity; delivered over 1,000,000 meals since April 2020 ●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 ●Employer-sponsored volunteer days, with civic opportunities chosen and coordinated by employee Community Outreach Ambassadors ●Ongoing donation of one percent of gross ticket sales at SUMMIT, One Vanderbilt’s observatory experience, to New York focused charities through the SUMMIT Foundation

(1)

For additional information, please see SL Green’s 2022 ESG Report found under the “Sustainability—Reports and Resources” section of our corporate website at www.slgreen.com. The information found on our website or in our 2022 ESG Report 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.

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DIRECTOR COMPENSATION

Most recently, in December 2022, the Compensation Committee again conducted a full review of our director compensation in consultation with FTI Consulting. No changes were implemented as a result of that review.

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 a 30-day SOFR-based rate at the beginning of each month plus 2.10% (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

Name		Fees Earned or Paid in Cash(1) ($)			Stock Awards(2) ($)			Option Awards(3) ($)		All Other Compensation ($)			Total ($)
John H. Alschuler		$	127,500		$	235,000		—			—		$	362,500
Betsy S. Atkins		$	77,000		$	235,000		—			—		$	312,000
Carol N. Brown		$	45,000		$	235,000							$	280,000
Edwin T. Burton, III		$	103,500		$	235,000		—			—		$	338,500
Lauren B. Dillard		$	113,500		$	235,000		—			—		$	348,500
Stephen L. Green		$	57,500		$	235,000		—		$	433,332(4)		$	725,832
Craig M. Hatkoff		$	80,500		$	235,000		—			—		$	315,500
John S. Levy		$	60,500		$	235,000		—			—		$	295,500

(1)	Mr. Levy and Ms. Dillard deferred all of their 2022 cash compensation and Mr. Alschuler deferred $60,000 of his 2022 cash compensation pursuant to our Non-Employee Directors’ Deferral Program. Mr. Hatkoff elected to receive $25,000 of his 2022 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 2022 cash compensation that they elected to defer or receive in stock, as applicable: Mr. Alschuler received 1,068 units, Ms. Dillard received 4,399 units, Mr. Levy received 7,052 units and Mr. Hatkoff received 445 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 2022, 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 2022. At December 31, 2022, 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 88.

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EXECUTIVE OFFICERS

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

ANDREW S. LEVINE General Counsel Executive Officer Since: 2007 Age: 64				●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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EXECUTIVE COMPENSATION

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42	SL GREEN REALTY CORP. 2023 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 2022 fiscal year are referred to as the “named executive officers,” “our NEOs” or our “executives.”

Executive Summary
Named Executive Officers

Compensation Objectives and Philosophy

We have 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:

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2022 Performance Highlights
$6.76 Normalized FFO Per Share(1)			4.6% Same Store Cash NOI(1) Growth
$2.4B Strategic Acquisitions			$900M Strategic Dispositions
2.14M square feet Manhattan Office Leasing Volume			$316M Funds Available for Distribution(1)

2022 GOALS AND ACHIEVEMENTS

The 2022 Goals were presented at our Institutional Investor Conference on December 6, 2021.

(1)	Refer to Appendix A to this proxy statement for reconciliations of Normalized 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. 2023 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 2022, which we believe best reflects the actual compensation decisions made by the Committee.

Majority of 2022 Pay at Risk

Majority of 2022 Compensation Paid in Equity

		CEO		Other NEOs
Equity Compensation ●Performance-Based Equity Awards ●Time-Based Equity Awards		78%		72%
Cash Compensation ●Base Salary ●Cash Bonus		22%		28%

Board Commitment to Stockholder Engagement; Consideration of Say on Pay Vote

For several years, our Compensation Committee has included a robust stockholder outreach program as part of its executive compensation practices. The feedback received from stockholders 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 changes implemented in response to stockholder feedback over the last several years. While stockholder support for the 2022 advisory vote on executive compensation (“Say on Pay”) increased by 39% relative to 2021, which the Committee viewed favorably, the Committee remains firmly committed to further enhancing our compensation programs.

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Following our 2022 annual meeting, we contacted stockholders collectively representing 66% of outstanding shares, and had substantive conversations with all stockholders who responded to our outreach, which represented 30% of outstanding shares. Directors, including the Chair of our Compensation Committee, led several stockholder discussions, as well as the conversations with both proxy advisors.

Evolution of Compensation Program – Pay for Performance in Action

In response to stockholder feedback, we have transformed our executive compensation program over a period of several years from what was perceived to be a complex pay program to a simple, transparent pay program that strongly links pay outcomes to Company performance measured against preset goals.

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46	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

Our 2022 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 at target up to 200% and 175%, respectively, of annual base salary For 2022, discretionary for our CFO and General Counsel 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 2022 that were presented at our annual investor conference in December 2021 Beginning in 2023, in connection with the extension of our CFO’s employment agreement, he will also participate in a cash bonus program that will provide an opportunity to earn at target up to 175% of annual base salary, 60% of which will be determined in a formulaic manner, with our General Counsel expected to also begin participating in a formulaic cash bonus program in connection with the extension of his next employment agreement 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	Performance-based equity awards provide short-term and long-term incentives to drive stockholder value 50% of the awards are currently based on performance against annual operating goals subject to a modifier measured on absolute TSR over a three-year performance period We intend to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President 50% of the awards are based on relative TSR over a three-year performance period
		Time-Based Equity Awards	Time-based equity awards that are granted annually based on an assessment of each executive’s performance during the most recent fiscal year and other factors ensure the alignment of the interests of our executives with those of long-term stockholders The 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 CEO, President and General Counsel, which were in effect during 2022, as well as the new employment agreement we entered into with our CFO in March 2023.

Variable and at-risk 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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Summary of 2022 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 2022

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.

		2022 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		$	2,102,187	(4)		$	7,500,000		$	4,500,000		$	15,427,247
Andrew Mathias		$	950,000		$	1,361,469	(4)		$	6,000,000		$	3,500,000		$	11,867,039
Matthew J. DiLiberto		$	575,000		$	1,450,000			$	555,556		$	2,400,000		$	4,992,756
Andrew S. Levine		$	580,000		$	950,000			$	555,556		$	2,300,000		$	4,397,756

(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 Messrs. DiLiberto and Levine, includes the value of one-time, incentive-based LTIP units awarded in 2022 in connection with our One Madison Development project.
(3)	Includes the following compensation categorized as “Other Compensation” as reflected in the Summary Compensation Table: Mr. Holliday—$75,060; Mr. Mathias—$55,570; Mr. DiLiberto—$12,200; and Mr. Levine—$12,200, respectively.
(4)	Represents 2022 cash bonus amounts earned in a formulaic manner less a true-up adjustment based on actual 2021 performance. Each year, we determine annual cash bonuses for Messrs. Holliday and Mathias in December based on projected results, which may result in adjustments if actual results differ from our projections.

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48	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

Using our CEO’s 2022 compensation, the table below illustrates the differences between total direct compensation and the Summary Compensation Table that appears later in this proxy statement.

2022 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)		$	2,102,187		$	1,734,428
Annual Performance-Based Award(2)		$	7,500,000		$	9,339,258
Annual Time-Based Award(2)		$	4,500,000		$	4,262,109
Other Compensation		$	75,060		$	75,060
Total		$	15,427,247		$	16,660,855

(1)

The “Total Direct Compensation” column represents the cash bonus amount earned in a formulaic manner less a true-up adjustment based on actual 2021 performance. Because Mr. Holliday’s 2022 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 2022. The “Summary Compensation Table” column excludes the value of LTIP units granted in January 2023 as a true-up based on actual 2022 performance.

(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.

ANNUAL BASE SALARY

We made no changes to the base salaries of our named executive officers for 2022 and, with the exception of our CFO, the amounts for 2022 reflected the minimum amounts set forth in each executive’s employment agreement.

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 2022, 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%

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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 “2022 Performance Summary.”

Discretionary Annual Cash Bonus – CFO and General Counsel. The employment agreements in effect in 2022 with our CFO and General Counsel do not provide for formulaic percentages of base salary that can be earned. For 2022, our CFO and General Counsel instead received discretionary bonuses based on the same performance criteria that were used for our CEO and President’s formulaic annual cash bonus program, as well as specific company goals and objectives for 2022 that were presented at our annual investor conference in December 2021 and presented earlier in this proxy statement.

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. However, as 2022 unfolded and economic headwinds and inflation increased, many of our 2022 goals became unfeasible or undesirable, necessitating a strategic shift. We deemphasized our share repurchase program and debt capital markets activities to instead aggressively recycle capital through real estate transactions, as a result of which we significantly exceeded our acquisition and disposition targets for the year, which we believe will position us for future growth.

In addition to our financial and operational achievements, we also achieved many of the other business goals we set out to achieve for 2022, including achieving key milestones relating to our One Madison project, signing 2.14M square feet of Manhattan office leases, and completing approximately $2.4B of strategic acquisitions (nearly ten times our target).

Beginning in 2023, in connection with the extension of our CFO’s employment agreement, he will participate in a cash bonus program that will provide an opportunity to earn at target up to 175% of annual base salary, 60% of which will be determined in a formulaic manner.

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 2022, our annual long-term incentive equity award program consisted 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. The target amounts of performance-based equity awards and time-based equity awards for our named executive officers 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
Matthew J. DiLiberto			—		$1,400,000		$	1,400,000
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, 2024. The time-based LTIP units granted to Messrs. Holliday, Mathias and DiLiberto pursuant to each executive’s employment agreement are subject to vesting over three years and the time-based LTIP units granted to Mr. Levine pursuant to his employment agreement are subject to vesting over two years, with each award vesting ratably on January 1st of each year following the grant date.

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50	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

Discretionary Awards – CFO and General Counsel. Our employment agreements with Messrs. DiLiberto and Levine in effect for 2022 did 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 2022 will vest 50% on each of December 31, 2024 and December 31, 2025, for Messrs. DiLiberto and Levine.

In addition to the annual performance-based equity grants, in January 2022 we made one-time, long-term incentive grants to Messrs. DiLiberto and Levine in line with similar awards made to all of our executives (other than Messrs. Holliday and Mathias) and many of our non-executive employees. These equity grants are intended to align our entire organization behind the advancement and successful completion of the One Madison development project that we believe will drive the creation of stockholder value, with one-third of the award vested on December 31, 2022, and one-third of which will vest on each of December 31, 2023, and December 31, 2024, subject to continued employment. The final vesting dates of the awards align with the expected completion date of One Madison, an iconic and transformative project.

For detailed 2022 pay outcomes for each of our named executive officers, see the NEO scorecards below.

How We Establish Performance Goals – Formulaic Cash Bonus and Equity Awards

Emphasis on At-Risk Pay Elements		In line with stockholder feedback, we have continued our commitment to rigorous performance-based incentives. For 2022: ✓91.9% of CEO compensation was performance-based and at-risk ✓90.1% 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)(1)	Annual Equity Awards (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 ●Liquidity ●Absolute TSR (three-year modifier)	●TSR Relative to the constituents of an office REIT index ●TSR Relative to a group of NYC peers

(1)	We intend to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President.

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RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS

Each year, the Committee, in consultation with management and other advisors, takes the same four step approach to establishing our performance goals and administering our performance-based equity programs. The methodical process through which we establish performance goals is strong evidence of our focus on building a culture of alignment and accountability for our management team. This alignment is achieved year after year in the context of a rigorous process that connects internal budgeting, external guidance and compensation opportunities.

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52	SL GREEN REALTY CORP. 2023 PROXY STATEMENT

2022 Performance Summary

The performance goals established by the Committee 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 substantially the same across 2020, 2021 and 2022 because they were, and continue to be, key drivers to stockholder value creation.

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 2022 performance relative to 2022 performance criteria.

2022 Formulaic Annual Cash Bonus Goals

Performance Criteria / Reason Selected		Weighting	Guidance/ Goal		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%	$6.85
Annual Same Store Cash NOI Growth(2) ●A key metric used in commercial real estate to evaluate the operating performance of properties. Same-store cash NOI compares the operating performance of the properties owned by us in a similar manner in both reporting periods (year over year)		30%	4.0% - 5.0%
Dividend Growth ●Represents a key measure of the income we return to stockholders each year		30%	N/A
G&A Expense (in millions) ●Represents corporate overhead and is a key efficiency metric impacting the overall profitability and value of the Company		10%	$95.90

(1)

Payouts and determinations under the annual cash bonus program were initially made in December 2022 based on a combination of actual results through that point in time and estimates of full year results. Because actual full year performance for 2021 and 2022 differed from estimated performance, the Committee adjusted 2022 cash bonus payments in January 2023, with Mr. Holliday receiving 50% of the net adjustment in cash and 50% in LTIP units and Mr. Mathias receiving 100% of the net adjustment in the form of LTIP units.

(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 2022 Cash Bonus ($)			Actual 2022 Cash Bonus (% of Target)		Actual 2022 Cash Bonus ($)
Marc Holliday		$	2,500,000		84.09%		$	2,102,187(1)
Andrew Mathias		$	1,662,500		81.89%		$	1,361,469(1)

(1)

Includes a downward adjustment based on 2021 actual performance of $10,313 for Mr. Holliday and $8,906 for Mr. Mathias. On a formulaic basis for 2022, before giving effect to the downward adjustments on account of 2021 performance, Mr. Holliday earned a cash bonus of $2,112,500 and Mr. Mathias earned a cash bonus of $1,370,375.

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2022 Operational Component Performance Goals
(50% of Annual Equity Award)

The operational component of our annual performance-based equity awards measures our performance against five 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.

The objective criteria used for 2022 were the same as for 2021, except that we added Liquidity as an additional measure for 2022, increasing the number of criteria from four to five, to better match the scope of the operational components to the scope of our business goals for the year.

As of December 31, 2022, our one-year absolute TSR performance would have resulted in the maximum downward modifier of the initially earned operational awards.

Performance Criteria / Reason Selected		Weighting		Guidance/ Goal		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		20%		$308M
Debt/EBITDA Ratio ●A widely used non-GAAP measure that reflects our ability to incur and service debt and is often referred to as an indicator of the health of our balance sheet and cash flows		20%		N/A
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)		20%		94.3%
Manhattan Office Leasing Volume ●Represents our ability to execute our leasing platform in the highly competitive New York City real estate market		20%		2.0M SF
Liquidity ●A measurement of our ability to meet our financial obligations and effectively operate our business		20%		N/A
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%		N/A

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2022 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.

The relative component is weighted equally between our performance relative to Office REIT Peers and NYC REIT Peers. As of December 31, 2022, based on our one-year TSR relative to the Office REIT Peers and the NYC REIT Peers, our performance would have placed us below threshold performance for both portions of the relative component.

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 due to the market dynamics of New York City that uniquely impact owners and operators of commercial real estate		50%

(1)	The Office REIT Peer Group is comprised of the constituents of the Dow Jones US Real Estate Office Index.
(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 – 2020-2022 PERFORMANCE-BASED AWARDS

The performance period for the 2020 annual performance-based equity awards concluded on December 31, 2022. Under the program, 115.44% 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 75.49% of target for the one-third of the relative component that could be earned based on our performance relative to the NYC REIT Peers and 0.00% of the two-thirds of the relative component that could be earned based on our performance relative to the Office REIT Peers.

Although we 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 approximately 63%, 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, 2022		Realized Value as of December 31, 2022(1)			Realized Value as a Percentage of Target Value as of December 31, 2022
Marc Holliday		$	7,500,000		82,157		51,831		$	1,747,741		23.3%
Andrew Mathias		$	6,000,000		65,726		41,465		$	1,398,200		23.3%
Matthew J. DiLiberto		$	555,556		6,086		3,839		$	129,451		23.3%
Andrew S. Levine		$	555,556		6,086		3,839		$	129,451		23.3%

(1)	Based on a per share price of $33.72, which was the closing stock price on the NYSE of one share of our common stock on December 30, 2022.

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The final payout for our 2020 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. Despite exceeding target performance for the operational component, the realized value of the award was only 23.3% of the initial target value of the award.

2022 NEO Scorecards

The following scorecards summarize each element of compensation received by our NEOs for 2022 as of December 31, 2022. For purposes of framing the compensation decisions and pay outcomes, we present the “total direct compensation,” or TDC, amounts awarded for 2022 and contrast such amounts to “projected realizable compensation,” or PRC, for 2022. We believe this presentation provides investors with a clearer understanding of the compensation decisions made by the Committee and the strength of the alignment between pay for performance under our compensation program.

For purposes of the PRC calculations, we treated all compensation granted for 2022 in the form of LTIP units as having been issued and outstanding as of December 31, 2022, even amounts issued in January 2023 related to 2022 compensation. Performance-based awards are presented at the target notional value for purposes of TDC and, for purposes of PRC, assuming that our performance through the end of the performance period is the same as our performance as of December 31, 2022.

The Projected Realizable Compensation for all of our NEOs in 2022 is significantly lower than both the Total Direct Compensation approved by the Committee for 2022 and the amounts reported in the Summary Compensation Table.

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Continuing Alignment of Pay and Performance

Through the first quarter of 2023, the PRC of each of our named executive officers continued to significantly decline underscoring the rigor of our compensation program and the alignment between pay and performance. The following table further contrasts the PRC of each of our named executive officers as of March 31, 2023, calculated in the same manner as above, against the total TDC and PRC amounts set forth on each of the NEO Scorecards.

Executive		2022 TDC			PRC as of 12/31/2022			PRC as of 3/31/2023
Marc Holliday		$	15,427,247		$	10,002,202		$	7,695,390
Andrew Mathias		$	11,867,039		$	7,493,231		$	5,530,771
Matthew J. DiLiberto		$	4,992,756		$	4,046,724		$	3,219,554
Andrew S. Levine		$	4,397,756		$	3,415,340		$	2,561,365

The projected realizable compensation for all of our NEOs continued to decrease from 2022 TDC and PRC at year end 2022. For Messrs. Holliday and Mathias, PRC for 2022 as of March 31, 2023 represented less than 50% of the 2022 TDC amount.

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.

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 input from members of the Board of Directors and stockholders, and then makes final compensation decisions for our named executive officers in its sole discretion
Stockholder Engagement		●The Committee Chair 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 regularly reports to the full Board to ensure management accountability with business objectives and alignment with stockholders
Committee and Chief Executive Officer		●The Committee reviews named executive officer’s annual performance targets and criteria, the company’s absolute and relative TSR, the individual NEO’s execution of the Company’s long-term strategy, peer benchmarking and other market data provided by independent compensation consultants in formulating compensation recommendations ●At the request of the Committee, our CEO also receives and reviews this market data and provides recommendations for the Committee’s consideration regarding the compensation of other named executive officers
Consultants		Gressle & McGinley LLC —Retained as the 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 FTI Consulting —Retained by management as a general business advisor, including for compensation matters, and in connection with the preparation of the Pay Versus Performance disclosure in this proxy statement (FTI Consulting had relationships with certain officers of the Company during 2022)

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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 vast 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 signing bonuses for NEOs upon entering into employment agreements 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 2022, 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 2022, but rather to confirm that our Chief Executive Officer’s total compensation for 2022 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, 2022. The following companies were included in the peer group that the Committee reviewed:

Peer Group

ENTERPRISE VALUE (in billions)							REVENUE (in billions)
		Alexandria Real Estate Equities, Inc.		$	37,943				Boston Properties, Inc.		$	3,109
		Boston Properties, Inc.		$	27,293				Alexandria Real Estate Equities, Inc.		$	2,589
		Vornado Realty Trust		$	14,159				Vornado Realty Trust		$	1,800
		SL Green Realty Corp.		$	9,081				Kilroy Realty Corporation		$	1,097
		Kilroy Realty Corporation		$	8,694				Hudson Pacific Properties, Inc.		$	1,026
		Douglas Emmett, Inc.		$	8,160				Douglas Emmett, Inc.		$	994
		Kennedy-Wilson Holdings, Inc.		$	7,922				SL Green Realty Corp.		$	827
		Hudson Pacific Properties, Inc.		$	7,083				Paramount Group, Inc.		$	740
		Paramount Group, Inc.		$	5,256				Empire State Realty Trust, Inc.		$	727
		Ladder Capital Corp		$	5,182				Kennedy-Wilson Holdings, Inc.		$	540
		Empire State Realty Trust, Inc.		$	3,800				Ladder Capital Corp		$	345

Source: S&P Capital IQ. Data as of December 31, 2022.

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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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Named Executive Officers		Actual Equity Ownership - Multiple of Base Salary(1)
Marc Holliday		31x
Andrew Mathias		40x
Matthew J. DiLiberto		9x
Andrew S. Levine		13x

(1)	As of March 7, 2023.

Outstanding Annual Equity Award Performance Summary (2020-2022)

Operational Awards		Actual Percentage Earned as of 12/31/2022		Actual / Projected Absolute TSR Modifier as of 12/31/2022
2022 Operational Component		141.29% (Actual)		-12.5% (Projected)
2021 Operational Component		200.00% (Actual)		-12.5% (Projected)
2020 Operational Component		115.44% (Actual)		-12.5% (Actual)
Relative Awards		Actual / Projected Percentile Rank as of 12/31/2022		Actual / Projected Percentage Earned as of 12/31/2022
2022 Relative TSR vs. Office REIT Peers		24th Percentile (Projected)		0.00% (Projected)
2022 Relative TSR vs. NYC REIT Peers		0th Percentile (Projected)		0.00% (Projected)
2021 Relative TSR vs. Office REIT Peers		25th Percentile (Projected)		0.00% (Projected)
2021 Relative TSR vs. NYC REIT Peers		0th Percentile (Projected)		0.00% (Projected)
2020 Relative TSR vs. Office REIT Peers		31st Percentile (Actual)		0.00% (Actual)
2020 Relative TSR vs. NYC REIT Peers		42nd Percentile (Actual)		75.49% (Actual)

Our 2021 and 2020 annual performance-based equity awards generally have the same structure as the 2022 performance-based equity awards described above in “—Compensation Discussion and Analysis—Our 2022 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 and 2022). These 2020 awards are described in full in our proxy statements relating to our 2020 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 2022.”

Perquisites and Other Personal Benefits

We do not provide significant perquisites or personal benefits to our named executive officers, except that we provided company owned or leased automobiles for our Chief Executive Officer and our President during 2022. We also provided automobile insurance premiums for these vehicles.

In January 2023, we discontinued all automobile perquisites for our named executive officers.

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

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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 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 2022 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 2022, 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.

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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 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’