DEF 14A of SL Green Realty Corp
Filed Apr 22, 2025 · FY20240001104659-25-037534
INFORMATION REGARDING THE DIRECTOR NOMINEES
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 2025 Annual Meeting, based upon information furnished by each director. The table below reflects anticipated committee memberships if our full slate of director nominees is elected at the Annual Meeting.
INFORMATION REGARDING THE DIRECTOR NOMINEES
| | Name | Other Current Public Board Directorships | Age | Independent | Director Since | Committee Memberships(1) | | | | | | | | | | | AC | CC | NCGC | EC | | | John H. Alschuler | • Xenia Hotels and Resorts • The Macerich Company | 77 | | 1997 | | M | M | M | | | Carol N. Brown | | 55 | | 2022 | M | | M | | | | Lauren B. Dillard | | 49 | | 2016 | C | M | | | | | Stephen L. Green | | 87 | | 1997 | | | | M | | | Craig M. Hatkoff | • Jaguar Global Growth Corporation I • Captivision Inc. | 71 | | 2011 | M | | C | | | | Marc Holliday | | 58 | | 2001 | | | | C | | | Peggy Lamb | • Starwood Real Estate Income Trust, Inc. (non-exchange traded) | 60 | | 2025 | | C | | | | | Andrew W. Mathias | | 51 | | 2014 | | | | M |
INFORMATION REGARDING THE DIRECTOR NOMINEES
| C = Chair | AC = Audit Committee | NCGC = Nominating and Corporate Governance Committee | | M = Member | CC = Compensation Committee | EC = Executive Committee |
INFORMATION REGARDING THE DIRECTOR NOMINEES
This table reflects anticipated committee memberships if our full slate of director nominees is elected at the Annual Meeting. Our current committee memberships are as follows: Audit Committee—Lauren B. Dillard (Chair), Carol N. Brown and Craig M. Hatkoff; Compensation Committee—Lauren B. Dillard (Interim Chair), John H. Alschuler, Carol N. Brown, and Peggy Lamb; Nominating and Corporate Governance Committee—Craig M. Hatkoff (Chair), John H. Alschuler and Carol N. Brown; and Executive Committee—Marc Holliday (Chair), John H. Alschuler, Steven L. Green and Andrew W. Mathias.
INFORMATION REGARDING THE DIRECTOR NOMINEES
| 12 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
INFORMATION REGARDING THE DIRECTOR NOMINEES
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.
INFORMATION REGARDING THE DIRECTOR NOMINEES
| | Skills, Experiences and Attributes | Alschuler | Brown | Dillard | Green | Hatkoff | Holliday | Lamb | 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 | | | | | | | | |
INFORMATION REGARDING THE DIRECTOR NOMINEES
| OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 13 |
Director Nominees
Director Nominees
Director Nominees
| JOHN H. ALSCHULER Lead Independent Director Director Since: 1997 Age: 77 SL Green Board Service: • Compensation Committee • Nominating and Corporate Governance Committee • Executive Committee |
Director Nominees
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, provide the Board with the ability 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
Professional Experience • Executive Chairman of Therme Group US, a privately-held company 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
Other Public Board Directorships • Xenia Hotels and Resorts, Inc. since 2015 • The Macerich Company since 2015
Other Public Board Directorships
| | 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 | | |
Other Public Board Directorships
| 14 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Other Public Board Directorships
| CAROL N. BROWN Independent Director Director Since: 2022 Age: 55 SL Green Board Service: • Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee |
Other Public Board Directorships
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, contribute a unique and valuable perspective to the Board.
Professional Experience
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
Professional Experience
| | Risk Management | | REIT/Real Estate Industry | | | Academia | | Government/Regulatory Experience | | | Technology/Cybersecurity | | |
Professional Experience
| OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 15 |
Professional Experience
| LAUREN B. DILLARD Independent Director Director Since: 2016 Age: 49 SL Green Board Service: • Audit Committee, Chair • Compensation Committee, Interim Chair |
Professional Experience
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, provide the Board and the Company with deep and practical insight on a broad range of matters.
Professional Experience
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
Professional Experience
| | 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 | | |
Professional Experience
| 16 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Professional Experience
| STEPHEN L. GREEN Director Director Since: 1997 Age: 87 SL Green Board Service: • Executive Committee |
Professional Experience
In addition to his industry-wide reputation, Mr. Green’s extensive skills and experience in real estate, including founding our predecessor company, provide the Board 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
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 a 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
Professional Experience
| | Executive Leadership | | Finance/Capital Markets | | | Risk Management | | REIT/Real Estate Industry | | | Experience Over Several Business Cycles | | Talent Management | | | Government/Regulatory Experience | | |
Professional Experience
| OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 17 |
Professional Experience
| CRAIG M. HATKOFF Independent Director Director Since: 2011 Age: 71 SL Green Board Service: • Audit Committee • Nominating and Corporate Governance Committee, Chair |
Professional Experience
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 the Board with 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
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 • Colgate University Entrepreneur of the Year (2024) • Other Current or Previous Non-Profit Directorships: Sesame Workshop; Rock & Roll Hall of Fame; Mandela Institute for Humanity; Desmond Tutu Peace Foundation, Wildlife Direct; Tribeca Film Institute • 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
Other Public Board Directorships • Jaguar Global Growth Corporation I since February 2022 • Captivision since November 2023
Other Public Board Directorships
| | 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 |
Other Public Board Directorships
| 18 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Other Public Board Directorships
| MARC HOLLIDAY Chairman of the Board, Chief Executive Officer & Interim President Director Since: 2001 Age: 58 SL Green Board Service: • Executive Committee, Chair |
Other Public Board Directorships
Mr. Holliday’s extensive experience and skills in real estate and finance, as well as his role as Chief Executive Officer and Interim President of the Company, provide the Board with valuable knowledge of and expertise in our business and industry. Furthermore, Mr. Holliday’s role as Chairman and Chief Executive Officer facilitates communication between the Board and the Company’s senior management.
Professional Experience
Professional Experience • Chief Executive Officer of the Company since January 2004; Chairman of the Board since January 2019; Interim President of the Company since January 2024 • Joined the Company as Chief Investment Officer in July 1998; stepped down as President in April 2007 following promotion of Andrew Mathias to that position • President and Chief Executive Officer of Gramercy Capital Corp., from August 2004 to October 2008 • 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
Professional Experience
| | Executive Leadership | | Finance/Capital Markets | | | Risk Management | | REIT/Real Estate Industry | | | Experience Over Several Business Cycles | | Talent Management | | | Government/Regulatory Experience | | |
Professional Experience
| OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 19 |
Professional Experience
| PEGGY LAMB Director Director Since: 2025 Age: 60 SL Green Board Service: • Compensation Committee |
Professional Experience
Ms. Lamb has extensive experience and skills in real estate, finance and executive management through her work with Goldman Sachs, Halstatt Real Estate Partners and Halstatt LLC. As a result, Ms. Lamb provides the Board with valuable knowledge of and expertise in our business and industry. Ms. Lamb also has extensive public and other Board and Board committee experience, which enables her to provide significant insight as to governance and compliance-related matters particular to real estate investment companies.
Professional Experience
Professional Experience • Managing Director of Halstatt LLC, a curated alternative investment platform that invests on behalf of institutional investors, since 2017 • Principal in Halstatt Real Estate Partners private equity real estate funds since 2021 • Serves on the Board of Starwood Credit Real Estate Income Trust since November 2023 • Member of the real estate advisory board for the University of Florida Bergstrom Real Estate Center • Member of the Board of Directors of the Lucas Institute for Real Estate Development and Finance at Florida Gulf Coast University • Worked at Goldman Sachs from 1990 to 2005 and served in a number of management roles, including as Chief Operating Officer for Investment Banking Real Estate Department and Chief of Staff for the Financing Group • Worked at JMB Realty from 1986 to 1988 in acquisitions • B.S. degree from University of Illinois and M.B.A. degree from Harvard Business School
Other Public Board Directorships
Other Public Board Directorships • Starwood Real Estate Income Trust, Inc. since January 2021 (non-exchange traded)
Other Public Board Directorships
| | Executive Leadership | | Finance/Capital Markets | | | Risk Management | | Public Company Board Service/ Corporate Governance | | | REIT/Real Estate Industry | | Experience Over Several Business Cycles | | | Talent Management | | |
Other Public Board Directorships
| 20 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Other Public Board Directorships
| ANDREW W. MATHIAS Director Director Since: 2014 Age: 51 SL Green Board Service: • Executive Committee |
Other Public Board Directorships
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 former role as President of the Company, provide the Board with valuable knowledge of our business and industry.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Process
Director Compensation Process We review our director compensation annually, including engagement of our compensation consultants 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 2024, the Compensation Committee again conducted a full review of our director compensation in consultation with Ferguson Partners and FTI Consulting. No changes were implemented as a result of that review.
Elements of Director Compensation
Elements of Director Compensation Only non-employee Directors are compensated for service on the Board. During the fiscal year ended December 31, 2024, the fees for non-employee Directors were:
Elements of Director Compensation
| 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 |
Elements of Director Compensation
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.
Elements of Director Compensation
| 38 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
2024 Director Compensation
2024 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, 2024.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | John H. Alschuler | $132,000 | $235,000 | — | — | $367,000 | | Betsy S. Atkins(4) | $29,500 | $235,000 | — | — | $264,500 | | Carol N. Brown | $74,000 | $235,000 | — | — | $309,000 | | Edwin T. Burton, III(4) | $48,000 | $235,000 | — | — | $283,000 | | Lauren B. Dillard | $142,500 | $235,000 | — | — | $377,500 | | Stephen L. Green | $57,500 | $235,000 | — | — | $292,500 | | Craig M. Hatkoff | $82,000 | $235,000 | — | — | $317,000 | | Andrew Mathias | $57,500 | $235,000 | — | $99,996(5) | $392,496 |
2024 Director Compensation
(1) Mr. Alschuler deferred $60,000 of his 2024 cash compensation pursuant to our Non-Employee Directors’ Deferral Program. Mr. Mathias deferred $57,500 of his 2024 cash compensation pursuant to our Non-Employee Directors’ Deferral Program. (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 2024, 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 2024. (4) Ms. Atkins and Mr. Burton retired following the 2024 Annual Meeting. Represents the annual retainer fee, paid on a monthly basis, pursuant to the non-renewal and advisory agreement we entered into with Mr. Mathias in October 2023. Under the agreement, Mr. Mathias received a monthly advisory fee in 2024. Further information on the agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Non-Renewal and Advisory Agreement” on page 100.
2024 Director Compensation
| Director compensation has been unchanged since 2019, when we 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. |
Compensation Objectives and Philosophy
| Our Pay-for-Performance Approach | | We believe that the Company’s long-term success is a direct result of a compensation philosophy that cultivates the ability to overcome challenging and uncertain business environments by applying creativity and vision, sourcing lucrative opportunities and developing new avenues for growth, such as: • Diversifying the Company’s income streams by launching our NYC opportunistic debt fund and significantly expanding our special servicing and asset management platforms, all without meaningful increase to our already low G&A expense, leading to enhanced financial performance • Executing on new strategic opportunities including the globalization of SUMMIT and spearheading office-to-residential conversion initiatives in New York City • Submitting a bid to develop a one-of-a-kind Times Square casino hotel • Continuing outperformance and downside protection resulting from strategic dispositions since 2020 based on market capitalization rates at the time of sales compared to current rates, and opportunistic stock buybacks since 2017 | | The Committee’s pay-for-performance approach recognizes and appropriately incentivizes the execution required to deliver on our visionary strategic plan in one of the most competitive operating environments in the world |
Majority of 2024 Compensation Paid in Equity*
| | CEO | Other NEOs | | Equity Compensation • Performance-Based Equity Awards • Time-Based Equity Awards • Annual Bonus Received in Equity | 93.7% | 87.5% | | Cash Compensation • Base Salary • Annual Bonus Received in Cash | 6.3% | 12.5% |
Majority of 2024 Compensation Paid in Equity*
| Focus on incentive-based compensation aligns payouts with Company performance and stockholder value creation. |
CEO Agreement Extends Our Track Record of Board Responsiveness; Consideration of Say-on-Pay Vote
| In designing our CEO’s new contract, the Committee considered both stockholder feedback and current market norms to ensure that negotiations were centered around the most critical aspects. | | The Committee’s primary focus was to eliminate the short-term performance goals in long-term performance equity awards in alignment with our commitment to stockholders. Even though the majority of stockholders did not raise concerns regarding our severance provisions, through negotiations the Committee also eliminated the maximum bonus from severance calculations, while retaining other legacy provisions that have been in place for over ten years. |
Elements of Compensation
| For 2025, in connection with entering into a new employment with our CEO, we have further increased the at-risk, performance-based equity portions of our compensation program—while eliminating short-term performance goals—to further strengthen the alignment between senior management and our stockholders. |
TOTAL DIRECT COMPENSATION FOR 2024
| | 2024 Total Direct Compensation | | | | | | Name | Base Salary | Annual Bonus(1) | Performance- Based Equity Awards(2) | Time-Based Equity Awards(2) | Total(3) | | Marc Holliday | $1,250,000 | $3,168,333(4) | $7,500,000 | $7,875,000 | $19,834,273 | | Matthew J. DiLiberto | $600,000 | $2,226,100(4) | $555,556 | $2,100,000 | $5,495,456 | | Andrew S. Levine | $580,000 | $1,025,000 | $555,556 | $1,812,500 | $3,986,856 |
TOTAL DIRECT COMPENSATION FOR 2024
Determined 100% formulaically for Mr. Holliday, on a partially formulaic (60%) and partially discretionary (40%) basis for Mr. DiLiberto and on a discretionary basis for Mr. Levine. (2) Represents notional values of equity awards. For Mr. Holliday, the “Performance-Based Equity Awards” column excludes the $4,500,000 retention performance incentive of performance-based Class O LTIP units granted in connection with entering into his new employment agreement, which require achieving a twenty-trading day trailing average stock price of $100.00 to be earned. (3) Includes the following compensation categorized as “Other Compensation” as reflected in the Summary Compensation Table: Mr. Holliday—$40,940; Mr. DiLiberto—$13,800; and Mr. Levine—$13,800, respectively. (4) Represents 2024 cash bonus amounts earned less a true-up adjustment based on actual 2023 performance. Each year, we determine the formulaic component of annual cash bonuses in December based on projected results, which may result in adjustments if actual results differ from our projections. Using our CEO’s 2024 compensation, the table below illustrates the differences between Total Direct Compensation and the Summary Compensation Table that appears later in this proxy statement.
ANNUAL BASE SALARY
| Base salary comprises a relatively small portion of our total NEO compensation and has remained nearly unchanged for many years. The new employment agreement with our CEO, which is effective for 2025, reflects an increase in line with market. |
ANNUAL BONUS ELIGIBILITY
ANNUAL BONUS ELIGIBILITY Formulaic Annual Bonus—CEO and CFO. Our annual bonus program is 100% formulaic for our CEO and 60% formulaic for our CFO. The percentages of base salary that can be earned under the program are set forth in each executive’s employment agreement. For 2024, each of our CEO and CFO 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):
ANNUAL BONUS ELIGIBILITY
| Executive | Threshold | Target | Maximum | | Marc Holliday | 50% | 200% | 300% | | Matthew J. DiLiberto | 50% | 175% | 250% |
ANNUAL BONUS ELIGIBILITY
| EXECUTIVE COMPENSATION | 49 |
ANNUAL BONUS ELIGIBILITY
Based on our performance relative to the objective bonus criteria established in January 2024, Messrs. Holliday and DiLiberto each earned approximately 128% of the formulaic component of their respective 2024 target bonus. Each year, we determine the formulaic component of annual cash bonuses in December based on projected results, which may result in adjustments if actual results differ from our projections.
ANNUAL BONUS ELIGIBILITY
| The specific performance criteria and respective preset goals that underpin our formulaic annual bonus program are established in January of each year by the Committee. These criteria and goals are in line with guidance presented at our annual investor conference and are set forth below under “2024 Performance Summary.” |
ANNUAL BONUS ELIGIBILITY
Discretionary Annual Bonus—CFO and General Counsel. The employment agreement in effect with our CFO provides for a discretionary annual bonus equal to 40% of his total bonus opportunity. After calculating the formulaic component described above, such formulaic amount is then divided by 0.6, less the amount of the as-calculated formulaic component, to establish a non-formulaic bonus opportunity. Our CFO may then earn between 0% and 100% of the non-formulaic component as determined in the discretion of the Committee. For 2024, the Committee awarded $895,000 as the discretionary bonus. For 2024, the employment agreement with our General Counsel did not provide for formulaic percentages of base salary that can be earned and was 100% discretionary.
ANNUAL BONUS ELIGIBILITY
| For 2024, our CFO and General Counsel received the discretionary portions of their respective bonuses based on the same performance criteria that were used for our CEO and CFO’s formulaic annual bonus program, as well as specific company goals and objectives for 2024 that were presented at our annual investor conference in December 2023 (summarized above). |
ANNUAL BONUS ELIGIBILITY
The Committee considered that, on a formulaic basis, we achieved performance levels of target or above for every component of the formulaic bonus program. In addition, the Committee evaluated the contribution of our CEO and CFO to the full scope of our business, including financial goals, operational goals and other corporate goals and initiatives, many of which are key drivers of stockholder value. Despite a challenging operating environment, we successfully executed many aspects of our strategic vision against the backdrop of a New York City commercial real estate market and office REIT sector that saw many peers struggle. In particular, in addition to the formulaic goals and other goals summarized earlier, the Committee considered performance within three primary categories and specifically recognized:
ANNUAL BONUS ELIGIBILITY
| Financial Goals | Operational Goals | Other Goals | | • The continued outperformance of our platform, where we delivered: • Total return of 58% on an absolute basis (over 5x our stated goal) • Relative return of nearly 5,400 basis points in excess of the Dow Jones U.S. Real Estate Office Index (versus stated goal of 250 basis points) | • Significantly exceeding our leasing objectives, where we achieved: • Over 3.5M square feet of signed leases (nearly double our stated goal of 2.0M square feet) • 8.5% mark-to-market (more than double the midpoint for our goal of 2.5%—5.0%) • 92.5% occupancy at year end (beating our goal of 91.6% by a significant margin) | • Launched $1 billion opportunistic debt fund • Launched residential conversion at 750 Third • Sold all Georgio Armani Residences at 760 Madison Avenue • Advanced strategic initiatives, including: the lease-up of One Madison Avenue, announcement of an additional SUMMIT location, and seeking a Times Square casino license |
ANNUAL BONUS ELIGIBILITY
| The Committee recognized the significant contributions of our CFO and General Counsel to the organizational successes that we achieved during the year, and, in particular, the sustained outperformance of the Company despite the continuing impact of elevated inflation and interest rates on our balance sheet and operating environment. As a result, the Committee awarded a discretionary bonus to our CFO of 100% of his total non-formulaic maximum opportunity, and to our General Counsel that was approximately 14% higher than the bonus he received for 2023. |
ANNUAL BONUS ELIGIBILITY
| 50 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Aggregate Annual Bonus Amounts
Aggregate Annual Bonus Amounts The table below summarizes the aggregate bonus amounts received by our named executive officers for 2024 on a formulaic, discretionary and aggregate basis. Mr. Holliday elected to receive 100% of his bonus in the form of LTIP units and Messrs. DiLiberto and Levine received 100% of their bonuses in the form of LTIP units based upon the discretion of the Committee.
Aggregate Annual Bonus Amounts
| Executive | Formulaic | Discretionary | Adjustment(1) | Total Bonus | | Marc Holliday | $3,200,000 | — | $(31,667) | $3,168,333 | | Matthew J. DiLiberto | $1,342,500 | $895,000 | $(11,400) | $2,226,100 | | Andrew S. Levine | — | $1,025,000 | — | $1,025,000 |
Aggregate Annual Bonus Amounts
(1) Represents an adjustment to 2024 cash bonus amounts earned based on actual 2023 performance. Each year, we determine the formulaic component of annual cash bonuses in December based on projected results, which may result in adjustments if actual results differ from our projections.
ANNUAL EQUITY AWARDS
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 2024, 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. 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. The target amounts of performance-based equity awards and time-based equity awards for our named executive officers are set forth in their respective employment agreements. The amounts approved by the Committee for 2024 are set forth below:
ANNUAL EQUITY AWARDS
| Executive | Performance-Based | Time-Based | Total | | Marc Holliday | $7,500,000 | $7,875,000 | $15,375,000 | | Matthew J. DiLiberto | $555,556 | $2,100,000 | $2,655,556 | | Andrew S. Levine | $555,556 | $1,812,500 | $2,368,056 |
ANNUAL EQUITY AWARDS
The annual performance-based award that we granted to Mr. Holliday was equal to the target amount set forth in his prior employment agreement. Earned performance-based LTIP units will vest 100% for Mr. Holliday on December 31, 2026. The time-based LTIP units granted to Messrs. Holliday and Levine vest ratably over three years on January 1st of each year following the grant date and on January 1, 2026, for Mr. DiLiberto, subject in each case to continued employment. The shorter vesting periods for the time-based LTIP units granted to Mr. DiLiberto aligns with the expiration of his employment agreement.
ANNUAL EQUITY AWARDS
| The Committee granted annual time-based equity awards to our executives above the target amounts set forth in their respective employment agreements due to our extraordinary, sector-leading TSR in both 2024 and 2023, which resulted in TSR performance of approximately 135% over that period. In the case of Mr. Holliday, the Committee also considered his expanded role as Interim President during 2024 when awarding an above-target amount. |
ANNUAL EQUITY AWARDS
Our employment agreements with Messrs. DiLiberto and Levine in effect for 2024 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 2024 will vest 50% on each of December 31, 2026 and December 31, 2027, for Messrs. DiLiberto and Levine.
RETENTION PERFORMANCE INCENTIVE (CEO)
RETENTION PERFORMANCE INCENTIVE (CEO) In connection with entering into his new employment agreement, Mr. Holliday received a retention performance incentive grant of Class O LTIP units in December 2024 with a notional value of $4.5 million. The award is subject to both time-based vesting conditions and performance-based vesting conditions, with the performance-based vesting conditions satisfied if the average per share price of our common stock equals or exceeds $100.00—an increase of nearly 50% over the grant date conversion price of $68.07—for any trailing twenty trading day period between the grant date and the fifth anniversary thereafter. Subject to achievement of the foregoing performance hurdle and continued employment, the award vests ratably on December 31, 2025, December 31, 2026, and December 31, 2027. In structuring and negotiating the terms of the retention performance incentive, the Committee considered similar awards granted in 2023 by our peers at Paramount Group, Inc. and Vornado Realty Trust, which also incorporated a 20-day trailing trading day average stock price requirement to satisfy the performance-based vesting condition.
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
How We Establish Performance Goals—Formulaic Annual 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 2024: ✓ 93.7% of CEO compensation was performance-based and at-risk ✓ 87.5% of other NEO compensation was performance-based and at-risk Rewards superior performance, while aligning interests with those of our stockholders by using long-term equity. | | Performance Metrics Reflect Complexities of Our Business | Performance criteria across a range of financial and corporate goals as well as performance periods. These criteria account for the short- and long-term complexities of operating our business. A blend of performance periods maintains our overall long-term focus while also accounting for the challenges we may face in forecasting for periods greater than 12 months that result from our aggressive recycling of capital and our focus on transformational initiatives. | | No One-Size-Fits-All Solution | Designed goals that incentivize our executive officers no matter the time horizon. Compensation structure that links executive officers’ focus on our business to the way our stockholders think about value. |
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
| 52 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
| | Annual Bonus | Annual Equity Awards (Operational Component) | Annual Equity Awards (Relative Component) | | Period | One year | One year with three-year modifier | Three years | | Objectives | • Normalized FFO per share • Discounted debt extinguishment gains • Debt refinancings / extensions / modifications • NYC Opportunity Fund size • G&A expense | • Normalized funds available for distribution • Combined net debt reduction • Manhattan same store office 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 • Subject, in each case, to a vesting cap at target if absolute TSR is negative over three-year period even if relative TSR outperforms peers |
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
| | Shorter Performance Period (performance metrics within management’s scope and visibility) | | Longer Performance Period (performance metrics that align with the creation of stockholder value) | |
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
| 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. |
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
| In response to stockholder feedback, our CEO’s 2025 employment agreement provides that all performance-based equity awards will be subject to three-year performance goals, i.e., all annual performance goals that previously underpinned prior years’ performance-based awards have been eliminated. |
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS The Committee, in consultation with management and other advisors, takes the same four step approach each year to establishing our performance goals and administering our performance-based equity programs. Through this process, we focus on building a culture of alignment and accountability, connecting internal budgeting, external guidance and compensation opportunities.
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS
| The Committee does not look to comparisons of forward-looking performance goals versus prior year goals or results as part of this process. |
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS
| | ASSESS | | PROJECT | | ESTABLISH | | MEASURE | | • Current economic and competitive landscape • Identify trends, challenges and opportunities that will impact our performance | | • Establish formal guidance and internal projections based on current conditions • No consideration of prior year forecasts, which may result in narrower or wider ranges depending on anticipated volatility | | • Establish rigorous performance goals based on management’s guidance and internal projections • Consider both individual metrics and relationship between metrics to ensure alignment | | • Year-end measurement of performance for formulaic bonuses and performance-based equity awards • We do not change our objective goals mid-year, even in extreme circumstances (such as COVID) | |
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS
| EXECUTIVE COMPENSATION | 53 |
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS
| 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. |
2024 Performance Summary
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 2024 performance relative to 2024 performance criteria.
2024 Formulaic Annual Bonus Goals
2024 Formulaic Annual Bonus Goals
2024 Formulaic Annual Bonus Goals
| Performance Criteria / Reason Selected | Weighting (Holliday / DiLiberto) | Guidance or Stretch Goal | Threshold | Target | Maximum | | Normalized FFO per Share(2) • 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 | 20% / 25% | $5.05 | | | | | Discounted Debt Extinguishment • A key measurement of the relationship between our financial performance and the management of our portfolio and balance sheet | 20% / 25% | $50M | | | | | Debt Refinancings / Extensions / Modifications • A key measurement of our long-term balance sheet management | 20% / 20% | $5.0B | | | | | NYC Opportunity Fund Size • A vital strategic goal for 2024, the achievement of which would enable the Company to capitalize on key opportunities arising from capital markets disruptions and create stockholder value | 20% / 10% | $1.0B | | | | | G&A Expense (in millions)(3) • Corporate overhead is a key efficiency metric impacting the overall profitability and value of the Company | 20% / 20% | $81.5M | | | |
2024 Formulaic Annual Bonus Goals
Determined in December 2024 based on a combination of actual results and estimates.
2024 Formulaic Annual Bonus Goals
| 54 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
2024 Formulaic Annual Bonus Goals
Includes Gain on Discounted Debt Extinguishment of $20.0M. Gains on Discounted Debt Extinguishment in excess of $20.0M are excluded from the final calculation. (3) Excludes accounting for internal lease costs, one-time severance costs and relocation expenses. Based on our performance relative to these formulaic goals, our CEO and CFO earned the following amounts of annual bonus, representing 100% of Mr. Holliday’s 2024 bonus and 60% of Mr. DiLiberto’s total bonus opportunity for 2024:
2024 Formulaic Annual Bonus Goals
| Executive | Target 2024 Formulaic Annual Bonus ($) | Actual 2024 Formulaic Annual Bonus (% of Target) | Actual 2024 Formulaic Annual Bonus ($)(1) | | Marc Holliday | $2,500,000 | 128% | $3,200,000 | | Matthew J. DiLiberto(2) | $1,050,000 | 128% | $1,342,500 |
2024 Formulaic Annual Bonus Goals
(1) Excludes a downward adjustment of $31,667 for Mr. Holliday and $11,400 for Mr. DiLiberto based on 2023 actual performance, representing a reconciliation of each individual’s 2023 formulaic cash bonus that was determined in December 2023 based on estimated performance. For the remaining 40% of Mr. DiLiberto’s 2024 bonus opportunity, a discretionary bonus potential of $895,000 was calculated pursuant to his employment agreement based on the amount of formulaic bonus that was earned, of which Mr. DiLiberto was awarded the full amount by the Committee.
2024 Formulaic Annual Bonus Goals
| EXECUTIVE COMPENSATION | 55 |
2024 Operational Component Performance Goals (50% of Annual Equity Award)
2024 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.
2024 Operational Component Performance Goals (50% of Annual Equity Award)
| The objective criteria used for 2024 were the same criteria as were used for 2023. |
Three-year Absolute TSR Modifier
| As noted above, in connection with our CEO’s new employment agreement, annual goals no longer underpin our CEO’s performance-based equity awards. Starting with 2025, all performance-based equity awards to our CEO will be exclusively based on three-year performance goals. |
2024 Relative Component Performance Goals (50% of Annual Equity Award)
2024 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, 2024, based on our one-year TSR relative to the Office REIT Peers and the NYC REIT Peers, our performance would have placed us at maximum performance for both portions of the relative component.
2024 Relative Component Performance Goals (50% of Annual Equity Award)
| Performance Criteria / Reason Selected | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | | Relative TSR vs. Office REIT Peers(1) • 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) • 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% | | | |
2024 Relative Component Performance Goals (50% of Annual Equity Award)
(1) The Office REIT Peer Group is comprised of the constituents of the Bloomberg North American Office REIT Valuation Peers Index. (2) The NYC Peer Group is comprised of the following companies: Acadia Realty Trust, Empire State Realty Trust, Inc., Veris Residential, Inc., Paramount Group, Inc. and Vornado Realty Trust.
FINAL RESULTS—2022-2024 PERFORMANCE-BASED AWARDS
| The final payout for our 2022 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 achieving maximum performance (225%) for the relative components, which represents 50% of the total opportunity, the realized value of the award was 171.4% of the initial target value due to the rigor of our operational goals and the application of the three-year TSR modifier, which only modestly increased the ultimate payout despite our sector-leading TSR performance over the last two fiscal years. |
2024 NEO Scorecards
2024 NEO Scorecards The following scorecards summarize each element of compensation received by our NEOs for 2024 as of December 31, 2024. For purposes of framing the compensation decisions and pay outcomes, we present the “Total Direct Compensation,” or TDC, amounts awarded for 2024 and contrast such amounts to SEC-mandated disclosure rules for the Summary Compensation Table, or SCT, for 2024. We believe this presentation provides investors with a clearer understanding of the compensation decisions made by the Committee.
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| TDC | SCT | Element of Compensation | | 6% $1,250,000 | 6% $1,250,000 | Annual Base Salary Mr. Holliday’s base salary was equal to the minimum set forth in his employment agreement. There has been no change to his base salary since it was retroactively reduced in 2018, though it will increase in 2025 in connection with his new employment agreement. | | 16% $3,168,333 | 12% $2,486,913 | 100% Formulaic Annual Bonus Determined formulaically based on performance relative to preset objective bonus criteria established by the Committee in January 2024. The TDC amount reflects the earning of 128% of the target bonus amount. The SCT amount reflects the grant date value of the bonus, which was paid 100% in equity at Mr. Holliday’s election, in the form of 45,884 LTIP units granted in December 2024. These LTIP units were fully vested upon grant, but remain subject to a three-year no-sell restriction. | | 38% $7,500,000 | 62% $12,863,855 | Performance-Based Equity Awards The TDC amount reflects the target notional value of $7,500,000, consistent with the target amount set forth in Mr. Holliday’s prior employment agreement and excludes an additional $4,500,000 performance-based award in connection with Mr. Holliday’s new employment agreement. The SCT amount reflects the grant date value of all of these awards. The annual performance-based award relates to the corresponding number of LTIP units set forth below: |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| 2024 Annual Performance-Based Award— Number of LTIP Units Granted | | | | | Threshold | Target | Maximum | Projected Earned as of 12/31/2024 | | 75,856 | 161,825 | 364,107 | 327,696 |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| | | 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, 2026, based on our absolute and relative TSR, with earned LTIP units vesting in full as of December 31, 2026. The retention performance incentive relates to 217,917 Class O LTIP units that will only be earned if the performance-based conditions are satisfied, and are further subject to pro rata time-based vesting over a three-year period. The grant date value of this award is included in the SCT, but the Committee did not consider this award to be part of 2024 TDC. | | 40% $7,875,000 | 20% $4,044,048 | Time-Based Equity Awards The Committee granted time-based awards in January 2025 based on the Company’s 2024 performance. The awards had a target value of $7,875,000, with the corresponding 115,418 LTIP units vesting in three equal installments on January 1, 2026, January 1, 2027 and January 1, 2028, subject to continued employment. The SCT amount reflects the grant date value of the awards granted retrospectively in January 2024 based on the Company’s 2023 performance, which was based on the minimum target amount in Mr. Holliday’s prior employment agreement. | | 100% $19,834,273 | 100% $20,685,756 | Both totals include $40,940 of “Other Compensation,” as reflected in the Summary Compensation Table. |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| TDC | SCT | Element of Compensation | | 11% $600,000 | 15% $600,000 | Annual Base Salary Mr. DiLiberto’s base salary was equal to the minimum amount set forth in his employment agreement. | | 41% $2,226,100 | 39% $1,526,916 | Annual Bonus Determined 60% formulaically, with the remaining 40% discretionary. For 2024, Mr. DiLiberto earned a total bonus of $2,226,100. This amount consists of $1,342,500 earned on a formulaic basis (approximately 128% of the target amount), a discretionary award of $895,000, reduced by a final true-up adjustment of $11,400 on account of 2023 actual performance. Mr. DiLiberto received 100% of the bonus in the form of equity. The corresponding 32,360 LTIP units granted in January 2025 were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2025, the value of the awards will be reported in next year’s Summary Compensation table. The SCT amount reflects the grant date value of equity granted in January 2024 representing Mr. DiLiberto’s 2023 annual bonus. | | 10% $555,556 | 16% $637,800 | Performance-Based Equity Awards The TDC amount reflects the target notional value of $555,556 approved by the Committee in January 2024. The SCT amount represents the grant date value of the awards. The award relates to the corresponding number of LTIP units set forth below: |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| 2024 Performance-Based Award— Number of LTIP Units Granted | | | | | Threshold | Target | Maximum | Projected Earned as of 12/31/2024 | | 5,619 | 11,988 | 26,972 | 24,275 |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| | | 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, 2026, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2026 and 50% as of December 31, 2027. | | 38% $2,100,000 | 30% $1,191,706 | Time-Based Equity Awards The Committee granted time-based awards in January 2025 based on the Company’s 2024 performance. The awards had a target value of $2,100,000. The corresponding 30,778 LTIP units vest on January 1, 2026, subject to continued employment. The SCT amount represents the grant date value of equity awards granted in January 2024 pursuant to Mr. DiLiberto’s employment agreement. | | 100% $5,495,456 | 100% $3,970,222 | Both totals include $13,800 of “Other Compensation,” as reflected in the Summary Compensation Table. |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| TDC | SCT | Element of Compensation | | 15% $580,000 | 19% $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% $1,025,000 | 26% $808,361 | Annual Bonus Bonus, while not formulaic, was determined on the basis of the objective criteria used for our formulaic annual bonus program, the achievements of the Company during 2024 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 14,900 LTIP units granted in January 2025 were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2025, the value of the awards will be reported in next year’s Summary Compensation table. The SCT amount reflects the grant date value of equity granted in January 2024 for 2023 annual bonus. | | 14% $555,556 | 20% $637,800 | Performance-Based Equity Awards The TDC amount reflects the target notional value of $555,556 approved by the Committee in January 2024. The SCT amount represents the grant date value of the awards. The award relates to the corresponding number of LTIP units set forth below: |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| 2024 Performance-Based Award— Number of LTIP Units Granted | | | | | Threshold | Target | Maximum | Projected Earned as of 12/31/2024 | | 5,619 | 11,988 | 26,972 | 24,275 |
2024 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table
| | | 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, 2026, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2026 and 50% as of December 31, 2027. | | 45% $1,812,500 | 35% $1,090,304 | Time-Based Equity Awards The Committee granted time-based awards in January 2025 based on the Company’s 2024 performance. The awards had a target value of $1,812,500. The corresponding 26,564 LTIP units will vest on January 1, 2026, subject to continued employment. The SCT amount represents the grant date value of equity awards granted in 2024 for 2023 performance, which was based on the minimum target amount in Mr. Levine’s prior employment agreement. | | 100% $3,986,856 | 100% $3,130,265 | Both totals include $13,800 of “Other Compensation,” as reflected in the Summary Compensation Table. |
How We Determine Executive Compensation
| Results | The Committee considers and analyzes the data and information provided by its compensation advisors and our CEO, 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 (through June 2024) – 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 Ferguson Partners (since September 2024) – Assumed role of independent outside compensation adviser to the Committee, taking over responsibilities of Gressle & McGinley LLC, described above – Provided services and analysis to the Committee in connection with the negotiation and structuring of our CEO’s compensation for 2025 and subsequent years – Provides services as an executive search firm from time to time, including in connection with the appointment of Peggy Lamb in March 2025 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 2024) |
Compensation Practices
| 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 or pledge our securities or engage in short sales |
Peer Group Benchmarking
Peer Group Benchmarking In 2024 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 2024, but rather to confirm that our Chief Executive Officer’s total compensation for 2024 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.
Peer Group Benchmarking
| EXECUTIVE COMPENSATION | 63 |
Peer Group Benchmarking
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, 2024. The following companies were included in the peer group that the Committee reviewed:
Peer Group
Peer Group Source: S&P Capital IQ. Data as of December 31, 2024. 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.
Peer Group
| 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
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: • Performance evaluated based upon achievement of a variety of business objectives and goals. • Equity compensation mix is balanced between performance-based and time-based equity awards to lessen the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money.” • Significant portion of incentive compensation issued in the form of long-term incentive awards, tying amounts earned to how we perform over a multi-year period. • Payouts under annual performance-based awards are based on achieving a minimum level of performance, which award compensation at levels below full target rather than an “all-or-nothing” approach. • A significant portion of annual compensation is equity-based compensation. Executives are required to maintain sizable holdings of equity in the Company, aligning an appropriate portion of our executives’ personal wealth to our long-term performance. Recoupment of incentive payments in the event of a required accounting restatement. 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.
Outstanding Annual Equity Award Performance Summary (2022-2024)
Outstanding Annual Equity Award Performance Summary (2022-2024)
Outstanding Annual Equity Award Performance Summary (2022-2024)
| Operational Awards | Actual Percentage Earned as of 12/31/2024 | Actual / Projected Absolute TSR Modifier as of 12/31/2024 | | 2024 Operational Component | 160.00% (Actual) | +12.5% (Projected) | | 2023 Operational Component | 88.00% (Actual) | +12.5% (Projected) | | 2022 Operational Component | 141.29% (Actual) | +4.35% (Actual) |
Outstanding Annual Equity Award Performance Summary (2022-2024)
| Relative Awards | Actual / Projected Percentile Rank as of 12/31/2024 | Actual / Projected Percentage Earned as of 12/31/2024 | | 2024 Relative TSR vs. Office REIT Peers | 97th Percentile (Projected) | 225.00% (Projected) | | 2024 Relative TSR vs. NYC REIT Peers | 92nd Percentile (Projected) | 225.00% (Projected) | | 2023 Relative TSR vs. Office REIT Peers | 97th Percentile (Projected) | 225.00% (Projected) | | 2023 Relative TSR vs. NYC REIT Peers | 92nd Percentile (Projected) | 225.00% (Projected) | | 2022 Relative TSR vs. Office REIT Peers | 86th Percentile (Actual) | 225.00% (Actual) | | 2022 Relative TSR vs. NYC REIT Peers | 75th Percentile (Actual) | 225.00% (Actual) |
Outstanding Annual Equity Award Performance Summary (2022-2024)
Our 2023 and 2022 annual performance-based equity awards generally have the same structure as the 2024 performance-based equity awards described above in “—Compensation Discussion and Analysis—Our 2024 Executive Compensation Program.” The 2023 and 2022 awards are described in full in our proxy statements relating to our 2023 and 2022 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 2024.”
Employment Agreements
Employment Agreements As noted above, we had employment agreements with each of our named executive officers during 2024. Each of the employment agreements with our named executive officers provide for, among other things, severance payments and benefits and acceleration of equity awards in connection with certain qualified terminations. In return, each of our named executive officers has agreed to non-compete, non-solicitation, non-interference and confidentiality provisions. For each of our executives, we believe that, because the severance level is negotiated up front, it makes it easier for us to terminate these executives without the need for protracted negotiations over severance. We also believe that providing pre-negotiated severance benefits for all of our executives in the event they are terminated without cause or terminate their employment for good reason following a change in control helps to further align the interests of our executives and our stockholders in the event of a potentially attractive proposed change-in-control transaction following which one or more of our executives may be expected to be terminated. See “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” for a summary of the employment agreements with our named executive officers.
Other Matters—LTIP Units and Class O LTIP Units
Other Matters—LTIP Units and Class O LTIP Units We issued a separate class of units of limited partnership interest in our operating partnership, which we refer to as LTIP units, for the equity bonuses that we granted to our named executive officers for 2024 and as equity awards granted in connection with new or extended employment agreements or the provisions of such agreements. LTIP units are similar to common units in our operating partnership, which generally are economically equivalent to shares of our common stock, except that the LTIP units are structured as “profits interests” for U.S. federal income tax purposes under current federal income tax law. As profits interests, LTIP units generally only have value, other than with respect to the right to receive distributions, if the value of the assets of our operating partnership increases between the issuance of LTIP units and the date of a book-up event for partnership tax purposes. If the value of the assets of our operating partnership increases sufficiently, the LTIP units can achieve full parity with common units in our operating partnership. If such parity is achieved, LTIP units may be converted, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common units, which in turn are redeemable by the holder for cash or, at our election, on a one-for-one basis into shares of our common stock. LTIP units are not entitled to distributions prior to being earned based on achievement against the performance-based hurdles contained in these plans. Once earned, these LTIP units, whether vested or unvested, entitle the holder to receive distributions per unit from our operating partnership that are equivalent to the dividends paid per share on our common stock. In addition to the LTIP units described above that we issued in lieu of shares of restricted stock, we also have issued another class of units of limited partnership interest in our operating partnership that are intended to be similar to stock options
Other Matters—LTIP Units and Class O LTIP Units
| 66 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Other Matters—LTIP Units and Class O LTIP Units
from an economic perspective, which we refer to as Class O LTIP units. Class O LTIP units are also intended to qualify as “profits interests” for U.S. federal income tax purposes. During 2024, we issued performance-based Class O LTIP units in connection with our CEO’s new employment agreement. Like stock options, Class O LTIP units operate in a manner that generally permits holders to realize the benefit of any increase in the per share value of our common stock above the value at the time the Class O LTIP units are granted. At the time of the grant of Class O LTIP units, the operating partnership establishes a conversion threshold, the vesting terms and the mandatory conversion date, if any, for the Class O LTIP units. The conversion threshold corresponds to the exercise price of a stock option while the mandatory conversion date corresponds to the expiration date of a stock option. Similar to the exercise price for stock options, the conversion threshold will equal the per unit value of the common units of our operating partnership on the grant date. Class O LTIP units will receive 10% distributions relating to periods between grant and vesting upon vesting, and will receive 10% distributions from vesting to their conversion as opposed to holders of non-qualified stock options who will not receive any distributions relating to periods between grant and exercise. Once Class O LTIP units have vested, they may be converted into common units of our operating partnership by the holder at any time prior to their mandatory conversion date in a manner that is similar to a net exercise of stock options. Upon exercise of this conversion right, the Class O LTIP units will convert into a number of common units of the operating partnership that have an aggregate value equal to the aggregate spread of the Class O LTIP units that are converted. The “spread” for each Class O LTIP unit will equal the excess, if any, of the value of our operating partnership’s assets per common unit on the conversion date above the per unit value at the time the Class O LTIP unit was granted (i.e., the conversion threshold). Any Class O LTIP units that have not been voluntarily converted prior to the mandatory conversion date established at the time the Class O LTIP units were granted will automatically convert into common units on such mandatory conversion date, or be forfeited if the value of our operating partnership’s assets per common unit is less than the conversion threshold for the Class O LTIP units. LTIP units and Class O LTIP units are intended to offer executives substantially the same long-term incentive as shares of restricted stock and stock options, respectively, with more favorable U.S. federal income tax treatment available for “profits interests” under current federal income tax law. More specifically, one key disadvantage of restricted stock is that executives are generally taxed on the full market value of a grant at the time of vesting, even if they choose to hold the stock. Similarly, holders of non-qualified stock options are taxed upon exercise. Conversely, under current federal income tax law, an executive would generally not be subject to tax at the time of issuance or vesting of an LTIP unit or Class O LTIP unit or conversion into common units but only when he or she chooses to liquidate the common units into which his or her LTIP units or Class O LTIP units convert. Therefore, an executive who wishes to hold his or her equity awards for the long term can generally do so in a more tax-efficient manner with LTIP units or Class O LTIP units. In light of the increased tax efficiency, we have chosen to use LTIP units and Class O LTIP units for grants to our executives. We believe that the use of LTIP units and Class O LTIP units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by executives, (iii) not adversely impacted dilution as compared to restricted stock, and (iv) further aligned the interests of our executives with the interests of our stockholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation paid to the individuals who served as our Chief Executive Officer and Chief Financial Officer during our 2024 fiscal year and one of our most highly compensated executive officers, other than our Chief Executive Officer and Chief Financial Officer, whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2024, or collectively, the “named executive officers.”
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | Marc Holliday Chief Executive Officer, Chairman of the Board and Interim President | 2024 | $1,250,000 | — | $14,894,830 | $4,499,986 | — | $40,940 | $20,685,756 | | | 2023 | $1,250,000 | — | $15,767,540 | — | $1,454,167 | $36,464 | $18,508,171 | | | 2022 | $1,250,000 | — | $14,284,701 | — | $1,051,094 | $75,060 | $16,660,855 | | Matthew J. DiLiberto Chief Financial Officer | 2024 | $600,000 | — | $3,356,422 | — | — | $13,800 | $3,970,222 | | | 2023 | $600,000 | — | $2,652,701 | — | — | $13,200 | $3,265,901 | | | 2022 | $575,000 | $725,000 | $2,488,387 | — | — | $12,200 | $3,800,587 | | Andrew S. Levine Chief Legal Officer and General Counsel | 2024 | $580,000 | — | $2,536,465 | — | — | $13,800 | $3,130,265 | | | 2023 | $580,000 | — | $2,839,185 | — | — | $13,200 | $3,432,385 | | | 2022 | $580,000 | — | $3,935,842 | — | — | $12,200 | $4,528,042 |
Summary Compensation Table
(1) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the full grant date fair value of stock awards issued to the executives in 2024, 2023 and 2022, respectively. In accordance with SEC disclosure requirements, the amounts for 2024 include the full grant date fair value of our 2024 annual performance-based equity awards, which were as follows: Mr. Holliday—$8,363,869; Mr. DiLiberto—$637,800; and Mr. Levine—$637,800, respectively. The grant date fair value of such awards is computed in accordance with ASC 718, “Compensation-Stock Compensation,” or “ASC 718,” by the use of Monte Carlo simulation models that consider the probable outcomes of the market-based performance conditions governing such awards. The Monte Carlo simulation model for the awards granted during 2024 used an assumed stock price volatility level of 46.0% on our common stock and a risk-free interest rate of 4.13%. Assuming that maximum performance is achieved under our 2024 annual performance-based equity awards, the value at the grant date of the awards would each have been as follows: Mr. Holliday—$17,451,649; Mr. DiLiberto—$1,292,768; and Mr. Levine—$1,292,768, respectively. See “—Compensation Discussion and Analysis—Our 2024 Executive Compensation Program” for a description of the terms of these performance-based awards. (2) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the full grant date value of Class O LTIP units as computed in accordance with ASC 718 by the use of the Black-Scholes option pricing model. The Black-Scholes option pricing model for the Class O LTIP units granted during 2024 used a dividend yield of 5.5%, an expected life of 7.5 years, a risk-free interest rate of 4.45% and an expected stock price volatility of 45.0%. (3) The table and footnotes below show the components of this column for 2024, which include certain perquisites such as Company 401(k) matching contributions.
Summary Compensation Table
| Name | All Other Compensation ($) | | Marc Holliday | $40,940(a) | | Matthew J. DiLiberto | $13,800(b) | | Andrew S. Levine | $13,800(b) |
Summary Compensation Table
(a) Represents (i) the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($13,800) and (ii) life insurance premiums ($27,140). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions. Represents the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($13,800). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
Summary Compensation Table
| 68 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to each grant of an award made to a named executive officer in the fiscal year ended December 31, 2024.
2024 Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marc Holliday | 01/29/2024 | 01/29/2024 | — | — | — | — | — | — | 97,096(1) | — | — | $4,044,048 | | | 01/29/2024 | 01/29/2024 | — | — | — | 75,856(2) | 161,825(2) | 364,107(2) | — | — | — | $8,363,869 | | | 12/18/2024 | 12/18/2024 | — | — | — | — | — | — | 45,884(3) | — | — | $2,486,913 | | | 12/27/2024 | 12/24/2024 | — | — | — | — | 217,917(4) | — | — | — | $68.07 | $4,499,986 | | | N/A | N/A | $625,000(5) | $2,500,000(5) | $3,750,000(5) | — | — | — | — | — | — | — | | Matthew J. DiLiberto | 01/29/2024 | 01/29/2024 | — | — | — | — | — | — | 30,208(1) | — | — | $1,191,706 | | | 01/29/2024 | 01/29/2024 | — | — | — | — | — | — | 40,534(3) | — | — | $1,526,916 | | | 01/29/2024 | 01/29/2024 | — | — | — | 5,619(2) | 11,988(2) | 26,972(2) | — | — | — | $637,800 | | | N/A | N/A | $300,000(5) | $1,050,000(5) | $1,500,000(5) | — | — | — | — | — | — | — | | Andrew S. Levine | 01/29/2024 | 01/29/2024 | — | — | — | — | — | — | 28,050(1) | — | — | $1,090,304 | | | 01/29/2024 | 01/29/2024 | — | — | — | — | — | — | 21,459(3) | — | — | $808,361 | | | 01/29/2024 | 01/29/2024 | — | — | — | 5,619(2) | 11,988(2) | 26,972(2) | — | — | — | $637,800 |
2024 Grants of Plan-Based Awards
(1) Represents grants of LTIP units awarded in connection with our respective employment agreements with Messrs. Holliday, DiLiberto and Levine. For Mr. Holliday, the LTIP units vest in three equal installments on each of January 1, 2025, January 1, 2026 and January 1, 2027, for Mr. DiLiberto, the LTIP units vest in two equal installments on each of January 1, 2025 and January 1, 2026 and, for Mr. Levine, the LTIP units vested on January 1, 2025, subject in each case to continued employment. (2) Represents LTIP units granted as 2024 annual performance-based equity awards that were subject to performance-based vesting hurdles. The amount shown in the “Threshold” column of the table reflects the total number of LTIP units that would be earned at threshold performance with respect to both the operating performance metrics and the relative TSR metrics, after giving effect to the maximum downward modifier. The amount shown in the “Maximum” column reflects the total number of LTIP units that would be earned at maximum performance with respect to both the operating performance metrics and the relative TSR metrics, after giving effect to the maximum upward modifier. See “—Compensation Discussion and Analysis—Our 2024 Executive Compensation Program” for a description of the terms of these performance-based awards and the Company’s estimated performance as of December 31, 2024. (3) This grant of LTIP units vested immediately upon grant, but remains subject to a three-year restriction on transfer from the date of grant. (4) This grant of Class O LTIP units was awarded in connection with the extension of Mr. Holliday’s employment. This grant reflects an award of Class O LTIP units with a mandatory conversion date that is 10 years after the date of grant, which vests in three equal installments on each of December 31, 2025, December 31, 2026 and December 31, 2027, subject to continued employment. In addition, the Class O LTIP units are subject to performance-based vesting conditions and will only be eligible for conversion if the average per share price of our common stock equals or exceeds $100.00 as of any trailing twenty trading day period between the grant date and the fifth anniversary thereafter. The conversion threshold for the Class O LTIP units, which is equivalent to the exercise price for a stock option, was determined by reference to the fair market value under our Fifth Amended and Restated 2005 Stock Option and Incentive Plan of one share of our common stock, meaning, in this instance, the closing stock price of one share of our common stock on the NYSE on December 26, 2024, the last preceding trading date prior to the grant date. (5) Represents cash payouts that were possible pursuant to the formulaic component of our annual bonus program for 2024. See “— Compensation Discussion and Analysis—Our 2024 Executive Compensation Program” for a description of these awards. Grants of all equity awards were made pursuant to the Fifth Amended and Restated 2005 Stock Option and Incentive Plan. LTIP units that are only subject to time-based vesting based on continued employment through a specified date (and have not been forfeited) generally entitle executives to receive cash dividends, dividend equivalents or distributions whether or not then vested. LTIP units that are subject to performance-based vesting hurdles do not entitle the holder to receive distributions prior to the achievement of these hurdles. If and when performance-based vesting occurs, the holders are entitled to receive a combination of cash payments and distributions with respect to all LTIP units that are earned equal to the amounts that would have been received if the earned LTIP units had been entitled to receive full distributions from the beginning of the applicable performance period. See “Potential Payments Upon Termination or Change in Control” below, for a discussion regarding potential acceleration of the equity awards and a description of the material terms of each named executive officer’s employment agreement.
2024 Grants of Plan-Based Awards
| EXECUTIVE COMPENSATION | 69 |
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth certain information with respect to outstanding equity awards held by each named executive officer at the fiscal year ended December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End 2024
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#)(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units or Other Rights that Have Not Vested(2) | | Marc Holliday | 52,500(4) | — | $99.86 | 06/17/2026 | 406,311 | $27,596,643 | 490,554 | $33,318,428 | | | 52,500(4) | — | $105.73 | 06/17/2027 | — | — | — | — | | | — | 217,917(5) | $68.07 | 12/27/2034 | — | — | — | — | | Matthew J. DiLiberto | 15,000(4) | — | $106.05 | 01/11/2027 | 80,268 | $5,451,803 | 36,338 | $2,468,077 | | Andrew S. Levine | 15,000(4) | — | $106.05 | 01/11/2027 | 75,104 | $5,101,064 | 36,338 | $2,468,077 |
Outstanding Equity Awards at Fiscal Year-End 2024
(1) For each of our named executive officers, includes the following:
Outstanding Equity Awards at Fiscal Year-End 2024
| Executive | 2024 Operational Performance- Based LTIP Units(a) | 2023 Operational Performance- Based LTIP Units(b) | 2022 Performance- Based LTIP Units(c) | 2024 Time-Based Employment Agreement LTIP Units | 2023 Time-Based Employment Agreement LTIP Units | 2022 Time-Based Employment Agreement LTIP Units | | Marc Holliday | 113,278 | 86,083 | — | 97,096(d) | 89,438(e) | 20,416(f) | | Matthew J. DiLiberto | 8,391 | 6,377 | 7,010 | 30,208(g) | 28,282(e) | — | | Andrew S. Levine | 8,391 | 6,377 | 7,010 | 28,050(f) | 19,378(g) | 5,898(f) |
Outstanding Equity Awards at Fiscal Year-End 2024
(a) Represents the number of LTIP units that were earned for 2024 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2026. The LTIP units will vest 100% for Mr. Holliday on December 31, 2026, and 50% on each of December 31, 2026 and December 31, 2027 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment. (b) Represents the number of LTIP units that were earned for 2023 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2025. The LTIP units will vest 100% for Mr. Holliday on December 31, 2025, and 50% on each of December 31, 2025 and December 31, 2026 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment. (c) Represents the sum of (i) the number of LTIP units that were earned for 2022 operational performance, as modified by our absolute TSR performance over the three-year period ending December 31, 2024 and (ii) the number of LTIP units that were earned based on our TSR performance relative to our NYC Peer Group over the three-year period ending December 31, 2024. The LTIP units vested 100% for Mr. Holliday on December 31, 2024, and 50% for Messrs. DiLiberto and Levine, with the remaining 50% scheduled to vest on December 31, 2025 subject, in each case, to continued employment. LTIP units that vested on December 31, 2024 are reflected in the “2024 Options Exercised and Stock Vested” table, below. See “—Compensation Discussion and Analysis—Our 2024 Executive Compensation Program” and “—Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2022-2024)” for a description of the terms of these performance-based awards and the Company’s performance as of December 31, 2024. (d) Represents LTIP units that vested one-third on January 1, 2025 and LTIP units that are scheduled to vest one-third on January 1, 2026 and one-third on January 1, 2027, subject to continued employment. (e) Represents LTIP units that vested one-third on January 1, 2024 and one-third on January 1, 2025 and LTIP units that are scheduled to vest one-third on January 1, 2026, subject to continued employment. (f) Represents LTIP units that vested on January 1, 2025. (g) Represents LTIP units that vested one-half on January 1, 2025 and LTIP units that are scheduled to vest one-half on January 1, 2026, subject to continued employment. Based on a price of $67.92 per share/unit, which was the closing price on the NYSE of one share of our common stock on December 31, 2024. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock.
Outstanding Equity Awards at Fiscal Year-End 2024
| 70 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Outstanding Equity Awards at Fiscal Year-End 2024
For each of our named executive officers includes the following:
Outstanding Equity Awards at Fiscal Year-End 2024
| Executive | 2024 Performance- Based LTIP Units(a) | 2023 Performance- Based LTIP Units(b) | | Marc Holliday | 214,417 | 276,137 | | Matthew J. DiLiberto | 15,884 | 20,454 | | Andrew S. Levine | 15,884 | 20,454 |
Outstanding Equity Awards at Fiscal Year-End 2024
(a) Represents the sum of the LTIP units that would be earned if (i) the “maximum” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on absolute TSR, (ii) the “maximum” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to the constituents of the Bloomberg North American Office REIT Valuation Peers Index and (iii) the “maximum” performance goal was achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to NYC peers. Earned LTIP units will vest 100% for Mr. Holliday on December 31, 2026, and 50% on each of December 31, 2026 and December 31, 2027 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment. See “—Compensation Discussion and Analysis—Our 2024 Executive Compensation Program” and “—Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2022-2024)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2024. (b) Represents the sum of the LTIP units that would be earned if (i) the “maximum” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on absolute TSR, (ii) the “maximum” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to the constituents of the Dow Jones U.S. Real Estate Office Index and (iii) the “maximum” performance goal was achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to NYC peers. Earned LTIP units will vest 100% for Mr. Holliday on December 31, 2025, and 50% on each of December 31, 2025 and December 31, 2026 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment. See “—Compensation Discussion and Analysis—Our 2024 Executive Compensation Program” and “— Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2022-2024)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2024. (4) Reflects awards of Class O LTIP units. The conversion threshold for the Class O LTIP units, which is equivalent to the exercise price for a stock option, was determined by reference to the fair market value under our Fifth Amended and Restated 2005 Stock Option and Incentive Plan of one share of our common stock on each applicable grant date. See “—Other Compensation Policies and Information— Other Matters—LTIP units and Class O LTIP units” for a description of Class O LTIP units. (5) Reflects an award of Class O LTIP units with a mandatory conversion date that is 10 years after the date of grant, which vests in three equal installments on each of December 31, 2025, December 31, 2026 and December 31, 2027, subject to continued employment. In addition, the Class O LTIP units are subject to performance-based vesting conditions and will only be eligible for conversion if the average per share price of our common stock equals or exceeds $100.00 as of any trailing twenty trading day period between the grant date and the fifth anniversary thereafter. The conversion threshold for the Class O LTIP units, which is equivalent to the exercise price for a stock option, was determined by reference to the fair market value under our Fifth Amended and Restated 2005 Stock Option and Incentive Plan of one share of our common stock on each applicable grant date. See “—Other Compensation Policies and Information— Other Matters—LTIP units and Class O LTIP units” for a description of Class O LTIP units.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table sets forth certain information with respect to the exercise of stock options and the vesting of stock, including restricted stock, restricted stock units, LTIP units and similar instruments for each named executive officer during the fiscal year ended December 31, 2024.
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Marc Holliday | — | — | 347,601 | $21,102,421 | | Matthew J. DiLiberto | — | — | 73,870 | $3,885,291 | | Andrew S. Levine | — | — | 65,931 | $3,474,039 |
2024 Option Exercises and Stock Vested
Amounts reflect the market value of the stock on the day the stock vested.
2024 Option Exercises and Stock Vested
| EXECUTIVE COMPENSATION | 71 |
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation The following table sets forth certain information regarding non-tax qualified compensation deferred during the year ended December 31, 2024. All of the information below relates to notional stock units that we granted to certain of our named executive officers pursuant to employment agreements we had entered into with them. Pursuant to these employment agreements, we agreed to grant notional stock units with a specified value to certain of our named executive officers each year, which are subject to vesting based on continued employment for the following year. Once vested, these notional stock units represent a contingent right to receive the value of one share of our common stock. Under the terms of the deferred compensation agreements, each participant is also entitled to dividend equivalent rights, to be paid in cash on a current basis, equal to the amount per share of any cash dividend we declare, multiplied by the total number of notional units held by such participant as of the record date for such dividend. Vested notional stock units are settled in cash no later than 30 days following the earliest of (i) the executive’s death, (ii) the date of the executive’s separation from service with us and (iii) the effective date of a change in control. Under the employment agreements with our Named Executive Officers that were in effect during 2024, we have eliminated nonqualified deferred compensation.
2024 Nonqualified Deferred Compensation
| Executive | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(1)(4) | | Marc Holliday | — | — | $1,581,411 | $184,242 | $4,171,239 | | Matthew J. DiLiberto | — | — | — | — | — | | Andrew S. Levine | — | — | — | — | — |
2024 Nonqualified Deferred Compensation
(1) Awards of notional units constitute “Stock Awards” for purposes of the Summary Compensation Table, and, as a result, the full grant date fair value of these awards computed in accordance with ASC 718, as of the grant date of such awards, are included in the “Stock Awards” column of the Summary Compensation Table for the year in which they were granted. The right to receive dividend equivalents was factored into the determination of the grant date fair value, which means that the value of the dividend equivalents included in “Aggregate Earnings in Last FY” was effectively already included in the Summary Compensation Table. (2) The amounts in this column represent the increase or decrease in value of vested notional units from December 31, 2023 through December 31, 2024, as calculated based on the closing stock price on the NYSE of one share of our common stock on December 31, 2023 compared to the closing stock price on the NYSE of one share of our common stock on December 31, 2024, plus the aggregate value of dividend equivalent rights paid with respect to all vested and unvested notional units held by each executive during 2024. (3) Represents the aggregate value of dividend equivalent rights paid with respect to all vested and unvested notional units held by each executive during 2024. (4) Based on a per share price of $67.92, which was the closing stock price on the NYSE of one share of our common stock on December 31, 2024.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We have contractual arrangements with our named executive officers that provide for payments, acceleration of vesting or other benefits to our named executive officers upon a termination of employment in certain circumstances or upon a change in control. These include our employment agreements with our named executive officers, our performance-based equity awards and our stock options and Class O LTIP Units. The discussion below describes these contractual arrangements in greater detail.
Hypothetical Illustration of Payments upon Termination or Change in Control
Hypothetical Illustration of Payments upon Termination or Change in Control The following tables show the potential payments and estimated value of the benefits that our named executive officers would have been entitled to receive upon a termination of their employment by us without cause or by them for good reason or upon the death or disability as of December 31, 2024. Our named executive officers would not have been entitled to any payments or benefits other than those already accrued in the event of a termination of their employment by us for cause or by them without good reason (including upon retirement). The types of events constituting cause, good reason, disability and a change in control may differ in some respects among the different arrangements providing for benefits to the named executive officers; however, for consistency in presentation, the payments and estimated value of benefits have been grouped together based on these concepts without regard for any such differences. The potential payments and estimated values set forth below are based on the terms of the employment agreements in effect as of December 31, 2024.
Pay Ratio Disclosure Rule
Pay Ratio Disclosure Rule Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer, or PEO. The PEO of our Company is Mr. Holliday. For 2024, the annual total compensation of Mr. Holliday, our PEO, of $20,685,756 as shown in the Summary Compensation Table above, was approximately 330 times the annual total compensation of $62,678 of a median employee calculated in the same manner. We identified the median employee using the annual base salary and target annual cash incentive compensation, as of December 31, 2024, plus any long-term equity incentive awards granted in 2024 for all individuals (excluding our PEO) who were employed by us on December 31, 2024, the last day of our payroll year, whether employed on a full-time or part-time basis. As of December 31, 2024, 908 of our 1,221 employees were hourly-paid employees involved in building operations, most of whom are subject to collective bargaining agreements. If these employees were not included for purposes of identifying our median employee, the annual total compensation of a median employee would be $174,271 and the annual total compensation of our PEO would be approximately 119 times such amount.
Pay Ratio Disclosure Rule
| EXECUTIVE COMPENSATION | 77 |
Pay Versus Performance
Pay Versus Performance The information below presents the relationship between the compensation of our named executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K. For a discussion of our compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | | | | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(4) | Net (Loss) Income, in thousands ($) | Normalized FFO per Share ($)(5) | | 2024 | 20,685,756 | 48,597,262 | 3,550,244(6) | 6,761,944(6) | 104 | 68 | 30,222 | 5.24 | | 2023 | 18,508,171 | 30,796,068 | 6,439,504(6) | 10,630,597(6) | 66 | 71 | (599,337) | 5.48 | | 2022 | 16,660,855 | (11,758,654) | 7,006,710(6) | (2,389,306)(6) | 44 | 68 | (76,303) | 6.76 | | 2021 | 21,088,057 | 32,642,206 | 7,711,773(6) | 11,565,039(6) | 90 | 103 | 480,632 | 6.58 | | 2020 | 15,194,726 | 9,617,334 | 6,741,540(6) | 4,723,677(6) | 71 | 78 | 414,758 | 6.85 |
Pay Versus Performance Table
(1) Represents amounts of “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual amount of compensation earned by or paid to Mr. Holliday during each year. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for each year to calculate the amounts set forth in “Compensation Actually Paid to PEO” column in the table above.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Less Summary Compensation Table Value of Equity Awards ($)(a) | Fair Value of Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2024 | 20,685,756 | (19,394,816) | 47,306,322 | 48,597,262 | | 2023 | 18,508,171 | (15,767,540) | 28,055,437 | 30,796,068 | | 2022 | 16,660,855 | (14,284,701) | (14,134,808) | (11,758,654) | | 2021 | 21,088,057 | (18,099,677) | 29,653,826 | 32,642,206 | | 2020 | 15,194,726 | (12,643,310) | 7,065,918 | 9,617,334 |
Pay Versus Performance Table
(a) Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year. The equity award adjustments for each fiscal year include the following: (i) the addition of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on such awards in the applicable year prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| 78 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Awards ($) | Total Equity Award Adjustments ($)(i) | | 2024 | 24,495,938 | 13,307,651 | 2,486,913 | 4,685,715 | — | 2,330,105 | 47,306,322 | | 2023 | 18,575,794 | 4,556,883 | 1,292,938 | 2,027,376 | — | 1,602,445 | 28,055,437 | | 2022 | 4,807,388 | (14,493,069) | 683,334 | (2,002,870) | (4,842,970) | 1,713,380 | (14,134,808) | | 2021 | 25,933,302 | 2,631,512 | 1,318,015 | (1,636,532) | — | 1,407,529 | 29,653,826 | | 2020 | 8,918,153 | (3,385,784) | 982,595 | — | — | 550,954 | 7,065,918 |
Relationship Between Compensation Actually Paid and Financial Performance
Relationship Between Compensation Actually Paid and Financial Performance The following graphs illustrate the relationship across our last five completed fiscal years between the amounts disclosed in the Pay Versus Performance Table, above, as “Compensation Actually Paid” to our PEO and the “Average Compensation Actually Paid” to our non-PEO named executive officers and TSR, Peer Group TSR, Net Income and Normalized FFO per share.
COMPENSATION ACTUALLY PAID VS. TSR
COMPENSATION ACTUALLY PAID VS. TSR
COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME
COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME
COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME
| 80 | SL GREEN REALTY CORP. 2025 PROXY STATEMENT |
COMPENSATION ACTUALLY PAID VS. NORMALIZED FFO PER SHARE
COMPENSATION ACTUALLY PAID VS. NORMALIZED FFO PER SHARE