0001040971 true This Amendment No. 1 amends and restates in its entirety the definitive proxy statement on Schedule 14A and related proxy card that was originally filed by SL Green Realty Corp. (the “Company”) with the Securities and Exchange Commission on April 21, 2023 (the “Original Definitive Proxy Statement”). The Original Definitive Proxy Statement was filed in connection with the Company’s 2023 Annual Meeting of Stockholders to be held on June 5, 2023. This Amendment No. 1 is being filed for the sole purpose of correcting a clerical error by adding the disclosure under the heading “Pay Ratio Disclosure Rule” on page 75. No other changes have been made to the Original Definitive Proxy Statement. In addition, this Amendment No. 1 does not reflect events occurring after the date of the Original Definitive Proxy Statement or modify or update disclosures that may have been affected by subsequent events. 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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. 1)

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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EXPLANATORY NOTE

This Amendment No. 1 amends and restates in its entirety the definitive proxy statement on Schedule 14A and related proxy card that was originally filed by SL Green Realty Corp. (the “Company”) with the Securities and Exchange Commission on April 21, 2023 (the “Original Definitive Proxy Statement”). The Original Definitive Proxy Statement was filed in connection with the Company’s 2023 Annual Meeting of Stockholders to be held on June 5, 2023.

This Amendment No. 1 is being filed for the sole purpose of correcting a clerical error by adding the disclosure under the heading “Pay Ratio Disclosure Rule” on page 75. No other changes have been made to the Original Definitive Proxy Statement. In addition, this Amendment No. 1 does not reflect events occurring after the date of the Original Definitive Proxy Statement or modify or update disclosures that may have been affected by subsequent events.


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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

Our Mission

 

SL Green Realty Corp., Manhattan’s largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties, principally office properties, located in the New York metropolitan area, principally in Manhattan.

 

As of December 31, 2022, SL Green held interests in 61 buildings totaling 33.1 million square feet, including ownership interests in 28.9 million square feet of Manhattan buildings and 3.4 million square feet securing debt and preferred equity investments.

 

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

 

 

Active, Responsible and Engaged Business Strategy

 

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

 

 

Delivering Sustained Value for All Our Stakeholders

 

We understand that mitigation of climate change risks and reducing emissions serve as opportunities to maximize the value of our portfolio for our stakeholders, including building tenants, investors and employees
We have integrated our ESG framework throughout the business
We are governed by environmental and social policies that are intended to guide sustainable operations, contribute to effective risk management and positively impacts our stockholders, employees, tenants, and community
We have positioned ourselves as leaders in ESG, improving environmental performance through upgrades driven by energy efficiency and executing initiatives centered on the health and wellness of our tenants and occupants

 


96% 23M
Of Reporting
Properties(1) Hold a
Green Building Certification
Square Fee Earned
the WELL Health-
Safety Rating


(1)  Reporting properties are listed on page 56 of SL Green’s 2022 ESG Report found under the “Sustainability—Reports and Resources” section of our corporate website at www.slgreen.com and include properties where SL Green maintained ownership and direct operational control for the full 2021 calendar year. 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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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.

 

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

Annual Director Elections

Our directors are elected for one-year terms.

 

 

Majority Vote Standard with Director Resignation Policy

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

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

 

 

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



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2023 PROXY STATEMENT HIGHLIGHTS

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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7
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
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8  

TABLE OF CONTENTS

LETTER TO STOCKHOLDERS
 
2023 PROXY STATEMENT HIGHLIGHTS 2
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 7
 
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 9
Proposal 1: Election of Directors 9
Information Regarding the Director Nominees 10
Board Structure and Independence 23
Board Committees 25
Corporate Governance 29
Director Compensation 38
 
EXECUTIVE OFFICERS 40
 
EXECUTIVE COMPENSATION 41
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers 41
Compensation Discussion and Analysis 42
Compensation Committee Report 65
Executive Compensation Tables 66
 
AUDIT COMMITTEE MATTERS 80
Audit Committee Report 80
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 81
Pre-Approval Policies and Procedures of our Audit Committee 82
Fee Disclosure 82
OTHER PROPOSALS 83
Proposal 4: Non-Binding, Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of Our Named Executive Officers 83
  
STOCK OWNERSHIP INFORMATION 84
Security Ownership of Certain Beneficial Owners and Management 84
Delinquent Section 16(a) Reports 86
   
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 87
 
OTHER INFORMATION 90
Questions and Answers about the Annual Meeting 90
Other Matters 93
 
APPENDIX A A-1


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9

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

PROPOSAL 1                                                      
 

ELECTION OF DIRECTORS

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated nine directors for election to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualify.

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

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

Majority Voting Standard

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

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

     


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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

                              

JOHN H.
ALSCHULER

Lead Independent Director

Director Since: 1997

Age: 75

SL Green
Board Service:

Nominating and Corporate Governance Committee
Executive Committee
   
     

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

Professional Experience

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

Other Public Board Directorships

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

Skills, Experiences and Attributes

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


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 13

                              

BETSY S.
ATKINS

Independent Director

Director Since: 2015

Age: 69

SL Green
Board Service:

Audit Committee
Nominating and Corporate Governance Committee
   
     

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

Professional Experience

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

Other Public Board Directorships

Enovix Corporation since July 2021
Solaredge Technologies, Inc. since June 2021
Wynn Resorts Ltd. since April 2018
 
 

Skills, Experiences and Attributes

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


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14

SL GREEN REALTY CORP. 2023 PROXY STATEMENT

                              

CAROL N.
BROWN

Independent Director

Director Since: 2022

Age: 53

SL Green
Board Service(1):

Nominating and Corporate Governance Committee
   
     

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

Professional Experience

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

Skills, Experiences and Attributes

Risk Management REIT/Real Estate Industry
Academia Government/Regulatory Experience
Technology/Cybersecurity Diversity
(1) If Ms. Brown is reelected, she will join the Compensation Committee, effective as of the date of the annual meeting.


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 15

                              

EDWIN T.
BURTON, III

Independent Director

Director Since: 1997

Age: 80

SL Green
Board Service:

Audit Committee, Chair
Compensation Committee
   
     

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

Professional Experience

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

Skills, Experiences and Attributes

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


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16

SL GREEN REALTY CORP. 2023 PROXY STATEMENT

                              

LAUREN B.
DILLARD

Independent Director

Director Since: 2016

Age: 47

SL Green
Board Service:

Audit Committee
Compensation Committee, Chair
   
     

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

Professional Experience

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

Skills, Experiences and Attributes

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


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 17

                              

STEPHEN L.
GREEN

Director

Director Since: 1997

Age: 85

SL Green
Board Service:

Executive Committee
   
     

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

Professional Experience

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

Skills, Experiences and Attributes

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


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18

SL GREEN REALTY CORP. 2023 PROXY STATEMENT

                              

CRAIG M.
HATKOFF

Independent Director

Director Since: 2011

Age: 69

SL Green
Board Service:

Audit Committee
Nominating and Corporate Governance Committee, Chair
   
     

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

Professional Experience

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

Other Public Board Directorships

Jaguar Global Growth Corporation I since February 2022
 
 

Skills, Experiences and Attributes

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


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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 19

                              

MARC
HOLLIDAY

Chief Executive Officer and Chairman of the Board

Director Since: 2001

Age: 56

SL Green
Board Service:

Executive Committee, Chair
   
     

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

Professional Experience

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

Skills, Experiences and Attributes

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


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20

SL GREEN REALTY CORP. 2023 PROXY STATEMENT

                              

ANDREW W.
MATHIAS(1)

President

Director Since: 2014

Age: 49

   
     

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

Professional Experience

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

Skills, Experiences and Attributes

Executive Leadership Finance/Capital Markets
Risk Management REIT/Real Estate Industry
Experience Over Several Business Cycles Talent Management
Government/Regulatory Experience
(1) 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

21

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

23

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.

                              

JOHN H.
ALSCHULER

Lead Independent

Director since 2010

   
     

Role of the Lead Independent Director

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

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


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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

                              

AUDIT COMMITTEE

Members

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

Meetings in 2022: 12

   
     

Principal Responsibilities:

Our Audit Committee’s primary purposes are to:

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

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

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

Audit Committee Financial Expert

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


 

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

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


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COMPENSATION COMMITTEE

Members

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

Meetings in 2022: 2

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

   
     

Principal Responsibilities:

Our Compensation Committee’s primary purposes are to:

Determine how the Company’s Chief Executive Officer should be compensated
Administer the Company’s employee benefit plans and executive compensation programs
Determine compensation of our executive officers other than our Chief Executive Officer
Produce the report on executive compensation that is required to be included in this proxy statement
Solicit recommendations, with respect to the compensation of our executive officers, from our Chief Executive Officer regarding total compensation for all executive officers other than the Chief Executive Officer and review his recommendations in terms of total compensation and the allocation of such compensation among base salary, annual bonus amounts and other long-term incentive compensation as well as the allocation of such items between cash and equity compensation

Each member of the Compensation Committee is independent within the meaning of the rules of the NYSE.


 

Our Compensation Committee retained Gressle & McGinley LLC as its independent outside compensation consulting firm and engaged Gressle & McGinley LLC to provide our Compensation Committee with relevant data concerning the marketplace, our peer group and its own independent analysis and recommendations concerning executive compensation. Gressle & McGinley LLC regularly participates in Compensation Committee meetings. See “Executive Compensation—Compensation Discussion and Analysis.”


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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

                              

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Members

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

Meetings in 2022: 1

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

   
     

Principal Responsibilities:

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

Identify individuals qualified to fill vacancies or newly-created positions on the Board
Recommend to the Board the persons it should nominate for election as directors at annual meetings of the Company’s stockholders
Recommend directors to serve on all committees of the Board
Develop and recommend to the Board governance principles applicable to the Company

Each member of the Nominating and Corporate Governance Committee is independent within the meaning of the rules of the NYSE.


 
 
                              

EXECUTIVE COMMITTEE

Members

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

Meetings in 2022: 0

Our Executive Committee did not take any actions by written consent during fiscal year 2022, as all matters within its authority were approved by the Board.

   
     

Principal Responsibilities:

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

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


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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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

     

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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Governance Principles
The Board adopted Governance Principles that address significant issues of corporate governance and set forth procedures by which the Board carries out its responsibilities. Among the areas addressed by the Governance Principles are director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, annual performance evaluation of the Board and management responsibilities. Our Nominating and Corporate Governance Committee is responsible for, among other things, assessing and periodically reviewing the adequacy of the Governance Principles and will recommend, as appropriate, proposed changes to the Board. Although there is no one-size-fits all approach to corporate governance, we believe that our Governance Principles are aligned with the expectations of our stockholders, including the Investor Stewardship Group (ISG) and the ISG Corporate Governance Principles.
Code of Ethics
The Board adopted a Code of Ethics that applies to our directors, executive officers and employees. The Code of Ethics is designed to assist our directors, executive officers and employees in complying with legal requirements and in resolving moral and ethical issues that may arise, and in complying with our policies and procedures. Among the areas addressed by the Code of Ethics are legal compliance, conflicts of interest, use and protection of the Company’s assets, confidentiality, communications with the public, accounting matters, records retention, fair dealing, discrimination, harassment and health and safety. We intend to disclose on our corporate website any amendment to, or waiver of, any provisions of this Code applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.
Whistleblowing and Whistleblower Protection Policy
We have adopted a Whistleblowing and Whistleblower Protection Policy pursuant to which our employees must report if they observe, suspect or become aware of a violation of applicable laws, regulations, or business ethics standards, and pursuant to which the Audit Committee established procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (2) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. If you wish to contact our Audit Committee to report complaints or concerns relating to the financial reporting of the Company, you may do so in writing to the Chair of our Audit Committee, c/o Andrew S. Levine, Secretary, SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852. Any such communications may be made anonymously.
Additional Information
You are encouraged to visit the “Investors—Corporate Governance” section of our corporate website at www.slgreen. com to view or obtain copies of our committee charters, Code of Ethics, Governance Principles and director independence standards. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC. You also may obtain, free of charge, a copy of the respective charters of our committees, Code of Ethics, Governance Principles and director independence standards by directing your request in writing to SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852, Attention: Investor Relations.
Lobbying, Political Contributions and Trade Associations
The Company believes that participation in the public policy process is an important and essential means of enhancing stockholder value. Our efforts in this area are directly overseen by our chief executive officer and reviewed periodically by the full Board and on an ongoing basis by our legal department to ensure compliance with applicable laws.


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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

DIRECTOR COMPENSATION

Director Compensation Process
We review our director compensation annually, including engagement of FTI Consulting to evaluate the structure and competitiveness of our non-employee director compensation and recommend changes as appropriate. Based on these reviews, since 2019, we have reduced the value of the annual stock grant to directors by $65,000, or 21.7%, from $300,000 to $235,000, and reduced the cash retainer paid for serving as our Lead Independent Director by $15,000, or 17.6%, from $85,000 to $70,000.

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.

Elements of Director Compensation
Only non-employee Directors are compensated for service on the Board. During the fiscal year ended December 31, 2022, the fees for non-employee Directors were:

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

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

Under our Non-Employee Directors’ Deferral Program, our non-employee directors were entitled to elect to defer up to 100% of their annual fees, meeting fees and annual stock grant. At each director’s election, cash fees deferred under the program could be credited in the form of either phantom stock units, account credits that accrue earnings or losses based on 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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39

2022 Director Compensation
Directors of the Company who are also employees receive no additional compensation for their services as directors. The following table sets forth information regarding the compensation paid to our non-employee directors for their service during the fiscal year ended December 31, 2022.

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.

Since 2019, we have reduced the value of the annual stock grant to directors by $65,000, or 21.7%, from $300,000 to $235,000 and reduced the cash retainer paid for serving as our Lead Independent Director by $15,000, or 17.6%, from $85,000 to $70,000.



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EXECUTIVE OFFICERS

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

                           

MATTHEW J. DILIBERTO

Chief Financial Officer

Executive Officer Since: 2015

Age: 48

Mr. DiLiberto joined the Company in September 2004 and currently serves as the Company’s Chief Financial Officer, overseeing the finance, accounting, tax, investor relations and corporate capital markets functions of the organization.
Mr. DiLiberto previously served as the Company’s Chief Accounting Officer & Treasurer from 2007 to 2014.
From June 2000 to September 2004, Mr. DiLiberto was with Roseland, New Jersey-based Chelsea Property Group, now a division of Simon Property Group, a REIT focused on the development and ownership of premium outlet centers, where he was a Controller and Director of Information Management.
From August 1998 to June 2000, Mr. DiLiberto worked at New York-based Vornado Realty Trust, a diversified REIT with ownership interests in office, retail, and other property types, where he worked as a Senior Financial Analyst focusing on accounting and controls as well as the preparation of high-level management reports and SEC filings.
Prior to joining Vornado Realty Trust, Mr. DiLiberto worked as a Business Assurance Associate at Coopers and Lybrand, LLP (now PricewaterhouseCoopers LLP).
Mr. DiLiberto currently serves as Vice Chairman of the Board of Directors of the FDNY Foundation, and has been a firefighter and EMT in New Jersey since 1997.
Mr. DiLiberto received a B.S. degree in Accounting from The University of Scranton.
       
       
         
                           

ANDREW S. LEVINE

General Counsel

Executive Officer Since: 2007

Age: 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

PROPOSAL 2                                                      
 

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended, and related SEC rules, we are asking our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. This is commonly known as, and is referred to herein as, a “say-on-pay” proposal or resolution.

At our 2017 annual stockholder meeting, our stockholders voted, on a non-binding, advisory basis, by an affirmative vote of a majority of all votes cast, that the Company should hold future non-binding advisory votes on executive compensation on an annual basis. On June 1, 2017, the Board determined that it will include future advisory votes on the compensation of our named executive officers in the Company’s annual meeting proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur at the 2023 annual meeting of stockholders.

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

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

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

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

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

     



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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

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

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:

 

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


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43


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.

Goal for 2022

How We Did

Sign 2.0M Square Feet of Manhattan Office Leases

Signed 2.14M Square Feet of Manhattan Office Leases

Manhattan Same Store Occupancy 94.3%

X

Achieved 91.2% Occupancy at Year End

Manhattan Office Mark-To-Market (2.5%) – +2.5%

X

(9.2%) Mark-to-Market on Signed Leases

Share Repurchases >$250M

X

$192M of Share Repurchases in 2022

Acquisitions >$250M

$2.4 Billion of Strategic Acquisitions

Dispositions >$750M

$900 Million of Strategic Dispositions

Debt and Preferred Equity Originations >$200M

X

No Originations

One Madison: Sign Anchor Leases >500,000 Square Feet

Signed 675,000 Square Feet of Anchor Leases

One Madison: Construct Above 10th Floor by November 2022

Achieved

7 Dey Street: Achieve Overall Leasing of 95%

95.7% Leased at Year End

7 Dey Street: Obtain Permanent Financing

Anticipate Disposing of Property in 2023 – Goal N/A

760 Madison: Obtain Approval and Launch Marketing

Application Submitted

Reach One Million Meals Served by Food1st

Achieved

Same Store Cash NOI(1) Growth >4.5%

Achieved Growth of 4.6%

Issue $800M Unsecured Bonds

X

Entered into $400M Unsecured Bank Facility

One-Year TSR Performance >10%

X

TSR Performance of (50.95%)

Exceed DJ U.S. Real Estate Office Index by 250 basis points

X

Performance of (942) Basis Points

GRESB Score of 92

X

GRESB Score of 89

Further Diversify Board

Achieved

Obtain Downstate Casino License

New York State Issued Request For Proposal in 2023

(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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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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45

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.

                          
         

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

 
       
                          

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.

2020 / 2021

When the linkage between pay and performance was stress-tested by the impact of the pandemic, the Committee determined that it was inappropriate to revise the preset goals despite the Company lowering 2020 financial guidance and the recognition that targets initially adopted for our 2020 performance-based cash and equity incentives were unlikely to be achieved or appropriately measure our executives’ performance for 2020.

After significant deliberations, the Committee utilized the discretion permitted under the program to right-size the annual incentive awards but capped annual incentive payouts at target, and approximately 20% lower than 2019, to balance formulaic outcomes with a recognition of management’s significant efforts to protect stockholder value during the unprecedented business impact.

The Committee also determined it was not appropriate to adjust any of these targets or modify the structure of any outstanding performance-based compensation elements. Instead, the Committee reviewed our executives’ compensation on a holistic basis at the end of the year, at which point it could assess whether formulaic payouts were commensurate with the Company’s and executives’ achievements.

2022

In 2022, based on stockholder feedback, the Committee committed to not make one-time awards to our NEOs absent extraordinary circumstances, and that it will provide appropriate transparency to stockholders in advance of any such future awards should any such extraordinary circumstances arise.

2023

Effective 2023, also in response to stockholder feedback, the Committee approved the following updates to our executive compensation program to further strengthen the pay-for-performance alignment:
Implemented a vesting cap for performance-based awards subject to relative TSR performance such that the awards cannot be earned above target level when absolute TSR is negative even if relative TSR outperforms peers.
Introduced a formulaic cash bonus component for our CFO’s annual cash bonus that accounts for 60% of his annual bonus (instead of a 100% discretionary annual bonus).
Eliminated automobile benefits for leased and company-owned vehicles for all NEOs.
In addition, the Committee intends to:
Eliminate short-term measurement periods from long-term performance-based equity awards, upon subsequent renewal of employment agreements with our CEO and President.


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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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47

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.

The methodology used to make compensation decisions and the amounts of compensation awarded for 2022 were generally consistent with the methodology and amounts used for 2021. Due to the timing of time-based equity award grants and bonus determinations, certain amounts reported in the Summary Compensation Table for 2022 do not match the compensation actually approved 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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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.

As described on Mr. Holliday’s 2022 NEO Scorecard, below, the “projected realizable compensation” for Mr. Holliday in 2022 was $10,002,202, which is approximately 35% lower than the Total Direct Compensation amount and approximately 40% lower than the amount reported in the Summary Compensation Table. The Total Direct Compensation approved by the Committee for Mr. Holliday for 2022 was approximately 7.4% lower than the total compensation amount set forth in the Summary Compensation Table.


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.

Other than our CFO, we have not increased any of our NEO’s base salaries since 2019. In 2018, we reduced our CEO’s base salary by $100,000 to its current level.

ANNUAL CASH BONUS ELIGIBILITY

Formulaic Annual Cash Bonus – CEO and President. Our annual cash bonus program for our CEO and President is 100% formulaic and the percentages of base salary that can be earned under the program are set forth in each executive’s employment agreement. For 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%

Based on our performance relative to the objective bonus criteria established in January 2022, Mr. Holliday earned approximately 84% of his 2022 target bonus and Mr. Mathias earned approximately 82% of his 2022 target bonus, representing in each case a reduction of approximately 37% compared to 2021.



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49

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).

Despite recognizing and appreciating the contributions of our CFO and General Counsel to the organizational successes that we did achieve during a challenging year, the Committee’s decision was also informed by our disappointing stockholder return. As a result, the Committee used its discretion to award bonuses to our CFO and General Counsel that were 21.6% and 19.1% lower, respectively, than the bonus each received for 2021.

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.

For 2022, we granted equity awards in line with the target amounts set forth above. We grant performance-based awards prospectively for each compensation year when we establish performance goals to incentivize our executives to deliver accretive value to stockholders. We grant time-based awards retrospectively based on each executive’s contributions to our achievements during the prior year.


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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.
Shorter Performance Period (performance metrics within management’s scope and visibility) Longer Performance Period (performance metrics that align with the creation of stockholder value)  


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In the aggregate, our compensation program is heavily weighted towards at-risk and performance-based compensation with rigorous performance targets, most of which is in the form of equity and subject to vesting over a three-year period. We utilize a blend of performance periods in our compensation program that maintains this overall long-term focus while also accounting for the challenges we face in forecasting for periods greater than 12 months. The aggressive recycling and deployment of capital through opportunistic acquisitions and dispositions, together with our focus on transformational development projects like One Vanderbilt and One Madison, make it difficult to project and incentivize long-term financial and operating results.

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.

The Committee does not look to comparisons of forward-looking performance goals versus prior year goals or results as part of this process.

 
ASSESS PROJECT ESTABLISH MEASURE
At the beginning of each year, we assess the current economic and competitive landscape we face to identify trends, challenges and opportunities that we anticipate will impact our performance during the coming year. Management establishes formal guidance and internal projections based on current conditions and without consideration of prior year forecasts, which may result in narrower or wider ranges depending on anticipated volatility. The Committee establishes rigorous performance goals based on management’s guidance and internal projections that are integrally related to our projections (i.e., to achieve maximum performance, we generally must exceed the projected range). Following the end of the year, we measure performance and payout formulaic cash bonuses (as applicable) and performance-based equity awards based on performance relative to the goals. We do not change our objective goals mid-year, even in extreme circumstances such as the COVID-19 pandemic.
 

Goals are established each year on a forward-looking basis as a snapshot of current economic and competitive conditions. Depending on anticipated economic volatility, our guidance may be narrower or wider at the time that goals are set, which, in turn, may result in corresponding adjustments to that year’s threshold, target and maximum performance hurdles that must be achieved. However, performance under our formulaic cash bonus program and annual performance-based equity awards generally must at least equal or exceed the top of our guidance range or internal projections to achieve maximum performance levels.


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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.

Threshold, target and maximum levels were set on the basis of a rigorous and consistent pay-for-performance compensation philosophy.

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

As noted above, 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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

       
MARC HOLLIDAY
Chief Executive Officer and Chairman of the Board
Mr. Holliday’s 2022 compensation reflects the strong alignment between management and our stockholders. Despite delivering a successful operational year in many respects, especially in light of the extremely challenging economic environment, projected realizable pay was significantly lower for our whole management team. This disparity was driven by the significant portion of our compensation program that is equity-based, and particularly impacted Mr. Holliday’s projected realizable pay. However, the unvested equity awards will continue to motivate future outperformance despite the disappointing performance to date.
The Projected Realizable Compensation for Mr. Holliday in 2022 is approximately 35% lower than the Total Direct Compensation approved by the Committee for 2022 and approximately 40% lower than the amount reported in the Summary Compensation Table.
     

2022 Performance and Compensation –
Projected Realizable Compensation vs. Total Direct Compensation

PRC TDC Element of Compensation
13%
$1,250,000
8%
$1,250,000
Annual Base Salary
Mr. Holliday’s base salary was equal to the minimum set forth in his employment agreement. There has been no change to his base salary since it was retroactively reduced in 2018.
21%
$2,035,044
14%
$2,102,187
100% Formulaic Annual Cash Incentive Bonus
Determined formulaically based on performance relative to preset objective bonus criteria established by the Committee in January 2022. These amounts reflect the earning of 84% of target and include true-up adjustments made in January 2023 on account of actual 2021 and 2022 performance.
Mr. Holliday elected to receive 50% of the bonus in the form of equity. The corresponding 29,180 LTIP units granted in December 2022 and January 2023 were fully vested upon grant, but remain subject to a three-year no-sell restriction. The difference between the PRC and TDC relates to the valuation of these LTIP units as of December 31, 2022, compared to the date on which the bonus was determined.
21%
$2,118,358
49%
$7,500,000
Performance-Based Equity Awards
The PRC amount reflects the value of the award based on projected performance as of December 31, 2022 and our stock price on such date. The TDC amount reflects the target notional value of $7,500,000, consistent with the minimum set forth in Mr. Holliday’s employment agreement. The difference between the PRC and TDC amounts is the value of these LTIP units as of December 31, 2022 compared to the grant amount.
The award relates to the following number of LTIP units:
2022 Performance-Based Award –
Number of LTIP Units Granted
Threshold
Target
Maximum
Projected Earned
as of 12/31/2022
47,640
101,632
228,675
62,822
The actual number of LTIP units earned will be determined based on Company performance measured after the end of the full performance period ending December 31, 2024, based on our absolute and relative TSR, with earned LTIP units vesting in full as of December 31, 2024.
45%
$4,523,740
29%
$4,500,000
Time-Based Equity Awards
The Committee granted time-based awards in January 2023 based on the company’s 2022 performance. The awards had a target value of $4,500,000, equal to the minimum in Mr. Holliday’s employment agreement.
The corresponding 134,156 LTIP units will vest in three equal installments on January 1, 2024, January 1, 2025 and January 1, 2026. The difference between the PRC and TDC amounts relates to the valuation of these LTIP units as of December 31, 2022, compared to the ten-day trailing average used to price the awards pursuant to Mr. Holliday’s employment agreement.
100%
$10,002,202
100%
$15,427,247
Both totals include $75,060 of “Other Compensation,” as reflected in the Summary Compensation Table.


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ANDREW MATHIAS
President
Mr. Mathias’s 2022 compensation reflects the challenging year the company experienced and the impact that the struggling New York City office sector had on our financial and stock price performance. Although Mr. Mathias continued to provide exceptional leadership to advance our organizational goals and operational achievements, his realizable compensation declined given the significant equity pay elements.
The Projected Realizable Compensation for Mr. Mathias in 2022 is approximately 37% lower than the Total Direct Compensation approved by the Committee for 2022 and approximately 41% lower than the amount reported in the Summary Compensation Table.
     

2022 Performance and Compensation –
Projected Realizable Compensation vs. Total Direct Compensation

PRC TDC Element of Compensation
13%
$950,000
8%
$950,000
Annual Base Salary
Mr. Mathias’s base salary was equal to the minimum set forth in his employment agreement. There has been no change to his base salary since 2019.
17%
$1,274,481
11%
$1,361,469
100% Formulaic Annual Cash Incentive Bonus
Determined formulaically based on performance relative to preset objective bonus criteria established by the Committee in January 2021. These amounts reflect the earning of 82% of target and include true-up adjustments made in January 2023 on account of actual 2021 and 2022 performance.
Mr. Mathias elected to receive 100% of the bonus in the form of equity. The corresponding 37,796 LTIP units in December 2022 and January 2023 were fully vested upon grant, but remain subject to a three-year no-sell restriction. The difference between the PRC and TDC amounts relates to the valuation of these LTIP units as of December 31, 2022, compared to the date on which the bonus was determined.
23%
$1,694,700
51%
$6,000,000
Performance-Based Equity Awards
The PRC amount reflects the value of the award based on projected performance as of December 31, 2022 and our stock price on such date. The TDC amount reflects the target notional value of $6,000,000, consistent with the minimum set forth in Mr. Mathias’s employment agreement. The difference between the PRC and TDC amounts is the value of these LTIP units as of December 31, 2022 compared to the grant amount.
The award relates to the following number of LTIP units:
2022 Performance-Based Award –
Number of LTIP Units Granted
Threshold
Target
Maximum
Projected Earned
as of 12/31/2022
38,114
81,307
182,976
50,258
The actual number of LTIP units earned will be determined based on Company performance measured after the end of the full performance period ending December 31, 2024, based on our absolute and relative TSR, with earned LTIP units vesting in full as of December 31, 2024.
47%
$3,518,480
30%
$3,500,000
Time-Based Equity Awards
The Committee granted time-based awards in January 2023 based on the company’s 2022 performance. The awards had a target value of $3,500,000, equal to the minimum in Mr. Mathias’s employment agreement.
The corresponding 104,344 LTIP units will vest in three equal installments on January 1, 2024, 2025 and 2026. The difference between the PRC and TDC amounts relates to the valuation of these LTIP units as of December 31, 2022, compared to the ten-day trailing average used to price the awards pursuant to Mr. Mathias’s employment agreement.
100%
$7,493,231
100%
$11,867,039
Both totals include $55,570 of “Other Compensation,” as reflected in the Summary Compensation Table.
 

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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

       
MATTHEW J.
DILIBERTO
Chief Financial Officer
Mr. DiLiberto’s 2022 compensation recognizes the Company’s significant accomplishments during a challenging year. In particular, Mr. DiLiberto was instrumental in managing our liquidity and balance sheet, enabling our development pipeline and strategic acquisitions and dispositions despite significant turbulence in the debt capital markets and rapidly rising interest rates. Nevertheless, Mr. DiLiberto’s projected realizable compensation fell short of the total direct compensation amount approved by the Committee.
The Projected Realizable Compensation for Mr. DiLiberto in 2022 is approximately 19% lower than the Total Direct Compensation approved by the Committee for 2022. The PRC and TDC amounts are higher than the Summary Compensation Table amount, because the Summary Compensation Table amount does not include the $1.4M grant of time-based LTIP units made to Mr. DiLiberto for 2022 upon entering into his new employment agreement in March 2023.
   

2022 Performance and Compensation –
Projected Realizable Compensation vs. Total Direct Compensation

PRC TDC Element of Compensation
14%
$575,000
12%
$575,000
Annual Base Salary
There has been no change to his base salary since 2021.
35%
$1,408,842
29%
$1,450,000
Annual Cash Incentive Bonus
Bonus, while not formulaic, was determined on the basis of to the objective criteria used for our formulaic cash bonus program and the achievements of the Company during 2022 and an assessment of Mr. DiLiberto’s performance in areas under his responsibilities. In response to stockholder feedback, 60% of Mr. DiLiberto’s 2023 bonus will be determined formulaically.
Mr. DiLiberto received 50% of the bonus in the form of equity. The corresponding 20,280 LTIP units granted in January 2023 were fully vested upon grant, but remain subject to a three-year no-sell restriction. The difference between the PRC and TDC amounts relates to the valuation of these LTIP units as of December 31, 2022, compared to the date on which the bonus was determined.
4%
$156,899
11%
$555,556
Performance-Based Equity Awards
The PRC amount reflects the value of the award based on projected performance as of December 31, 2022 and our stock price on such date. The TDC amount reflects the target notional value of $555,556. The difference between the PRC and TDC amounts is the value of these LTIP units as of December 31, 2022 compared to the grant amount.
The award relates to the following LTIP units:
2022 Performance-Based Award –
Number of LTIP Units Granted
Threshold
Target
Maximum
Projected Earned
as of 12/31/2022
3,529
7,528
16,939
4,653
The actual number of LTIP units earned will be determined based on Company performance measured after the end of the full performance period ending December 31, 2024, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2024 and 50% as of December 31, 2025.
47%
$1,893,783
48%
$2,400,000
Time-Based Equity Awards
The Committee granted time-based awards in March 2023 upon the extension of Mr. DiLiberto’s employment agreement. The awards had a target value of $1,400,000, equal to the minimum in Mr. DiLiberto’s employment agreement. The corresponding 42,422 LTIP units will vest in three equal installments on January 1, 2024, 2025 and 2026.
In line with the rest of the executive team (other than our CEO and our President), the Committee also awarded a one-time grant of 13,740 LTIP units in connection with our One Madison development project. These LTIP units vested or will vest on each of December 31, 2022, 2023 and 2024. The difference between the PRC and TDC amounts is the value of these LTIP units as of December 31, 2022 compared to the grant amounts.
100%
$4,046,724
100%
$4,992,756
Both totals include $12,200 of “Other Compensation,” as reflected in the Summary Compensation Table.
 

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ANDREW S.
LEVINE
Chief Legal Officer and General Counsel
Mr. Levine’s 2022 compensation reflects the role he played in a wide range of the Company’s business and corporate initiatives, all of which contributed to our achievements during the year. While Mr. Levine continued to provide critical oversight of our legal department and key insight into our strategic decisions throughout the year, his realizable compensation was lower than the total direct compensation amount approved by the Committee demonstrating the linkage of his pay to stockholder value.
The Projected Realizable Compensation for Mr. Levine in 2022 is approximately 22% lower than the Total Direct Compensation approved by the Committee for 2022 and approximately 25% lower than the amount reported in the Summary Compensation Table.
   

2022 Performance and Compensation –
Projected Realizable Compensation vs. Total Direct Compensation

PRC TDC Element of Compensation
17%
$580,000
13%
$580,000
Annual Base Salary
Mr. Levine’s base salary was equal to the minimum set forth in his employment agreement. There has been no change to base salary since 2019.
26%
$896,075
22%
$950,000
Annual Cash Incentive Bonus
Bonus, while not formulaic, was determined on the basis of the objective criteria used for our formulaic cash bonus program and the achievements of the Company during 2022 and an assessment of Mr. Levine’s performance in areas under his responsibilities.
Mr. Levine received 100% of the bonus in the form of equity. The corresponding 26,574 LTIP units granted in January 2023 were fully vested upon grant, but remain subject to a three-year no-sell restriction. The difference between the PRC and TDC amounts relates to the valuation of these LTIP units as of December 31, 2022, compared to the date on which the bonus was determined.
5%
$156,899
13%
$555,556
Performance-Based Equity Awards
The PRC amount reflects the value of the award based on projected performance as of December 31, 2022 and our stock price on such date. The TDC amount reflects the target notional value of $555,556. The difference between the PRC and TDC amounts is the value of these LTIP units as of December 31, 2022 compared to the grant amount.
The award relates to the following LTIP units:
2022 Performance-Based Award –
Number of LTIP Units Granted
Threshold
Target
Maximum
Projected Earned
as of 12/31/2022
3,529
7,528
16,939
4,653
The actual number of LTIP units earned will be determined based on Company performance measured after the end of the full performance period ending December 31, 2024, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2024 and 50% as of December 31, 2025.
52%
$1,770,165
52%
$2,300,000
Time-Based Equity Awards
The Committee granted time-based awards in January 2023 based on the company’s 2022 performance. The awards had a target value of $1,300,000, equal to the target amount set forth in Mr. Levine’s employment agreement. The corresponding 38,756 LTIP units vest in three equal installments on January 1, 2024, 2025 and 2026.
In line with the rest of the executive team (other than our CEO and our President), the Committee also awarded a one-time grant of 13,740 LTIP units in connection with our One Madison development project. One-third of these LTIP units vested or will vest on each of December 31, 2022, 2023 and 2024. The difference between the PRC and TDC amounts is the value of these LTIP units as of December 31, 2022 compared to the grant amounts.
100%
$3,415,340
100%
$4,397,756
Both totals include $12,200 of “Other Compensation,” as reflected in the Summary Compensation Table.
 

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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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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SL GREEN REALTY CORP. 2023 PROXY STATEMENT

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

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

Analysis of Risk Associated with Our Executive Compensation Plans

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

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

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

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

Executive and Director Equity Ownership Guidelines

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

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

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


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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 provi