DEF 14A of SL Green Realty Corp, Apr 22, 2026

DEF 14A of SL Green Realty Corp

Filed Apr 22, 2026 · FY20250001104659-26-046866

Open on EDGAR

  1. 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 2026 Annual Meeting, based upon information furnished by each director.

  2. 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 | | 78 | | 1997 | | M | M | M | | | Carol N. Brown | | 56 | | 2022 | M | | M | | | | Lauren B. Dillard | | 50 | | 2016 | C | M | | | | | Stephen L. Green | | 88 | | 1997 | | | | M | | | Craig M. Hatkoff | • Jaguar Global Growth Corporation I • Captivision Inc. | 72 | | 2011 | M | | C | | | | Marc Holliday | | 59 | | 2001 | | | | C | | | Peggy Lamb | • Starwood Real Estate Income Trust, Inc. (non-exchange traded) | 61 | | 2025 | | C | | | | | Andrew W. Mathias | | 52 | | 2014 | | | | M |

  3. INFORMATION REGARDING THE DIRECTOR NOMINEES

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

  4. INFORMATION REGARDING THE DIRECTOR NOMINEES

    This table reflects both current committee memberships and anticipated committee memberships if our full slate of director nominees is elected at the 2026 Annual Meeting.

  5. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | 12 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  6. 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.

  7. 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 | | | | | | | | |

  8. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 13 |

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | JOHN H. ALSCHULER Lead Independent Director Director Since: 1997 Age: 78 SL Green Board Service: • Compensation Committee • Nominating and Corporate Governance Committee • Executive Committee |

  11. 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.

  12. Professional Experience

    Professional Experience • Executive Chairman and director of Therme Group US, a privately-held company which designs, builds and operates large scale well-being facilities, since 2022 • Adjunct Associate Professor, Graduate School of Architecture, Planning & Preservation at Columbia University, teaching real estate development • Board of Directors of 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 • Former board member of HR&A Advisors Inc. from 2008 to 2021, Center for an Urban Future from 2014 to 2019, The Macerich Company from 2015 to 2023 and Xenia Hotels and Resorts, Inc. from 2015 to 2023

  13. 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 | | Academia | | | Government/Regulatory Experience | | |

  14. Professional Experience

    | 14 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  15. Professional Experience

    | CAROL N. BROWN Independent Director Director Since: 2022 Age: 56 SL Green Board Service: • Audit Committee • Nominating and Corporate Governance Committee |

  16. Professional Experience

    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.

  17. 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

  18. Professional Experience

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

  19. Professional Experience

    | OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 15 |

  20. Professional Experience

    | LAUREN B. DILLARD Independent Director Director Since: 2016 Age: 50 SL Green Board Service: • Audit Committee, Chair • Compensation Committee |

  21. 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 twenty years of global financial services and technology 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.

  22. 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

  23. 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 | | |

  24. Professional Experience

    | 16 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  25. Professional Experience

    | STEPHEN L. GREEN Director Director Since: 1997 Age: 88 SL Green Board Service: • Executive Committee |

  26. 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.

  27. 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

  28. Professional Experience

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

  29. Professional Experience

    | OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 17 |

  30. Professional Experience

    | CRAIG M. HATKOFF Independent Director Director Since: 2011 Age: 72 SL Green Board Service: • Audit Committee • Nominating and Corporate Governance Committee, Chair |

  31. 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.

  32. Professional Experience

    Professional Experience • Co-founder of Disruptor Awards and Disruptor Foundation along with Harvard Business School Professor Clayton Christensen • Co-Founder, Vice Chairman and director of Capital Trust, Inc. (n/k/a Blackstone Mortgage 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 • Former co-head of the real estate investment banking unit at Chemical Bank, where he was a pioneer and founding father of 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 (1990-1994 for Real Estate Capital Markets; 2015-2021 for Innovation, Entrepreneurship and Creativity) • 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; Richard Leakey’s Wildlife Direct; Tribeca Film Institute; Borough of Manhattan Community College Foundation • BA from Colgate University and MBA from Columbia Business School

  33. Other Public Board Directorships

    Other Public Board Directorships • Captivision Inc. since November 2023 • Jaguar Global Growth Corporation I since February 2022 • Subversive Capital Acquisition Corp., a publicly listed SPAC on the Toronto (NEO) exchange from 2019 to 2023 • Digital Bridge (f/k/a Colony Capital, Inc.) from 2019 to 2021 • Taubman Centers, Inc. from 2004 to 2019 • Capital Trust from 1997 to 2010

  34. 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 |

  35. Other Public Board Directorships

    | 18 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  36. Other Public Board Directorships

    | MARC HOLLIDAY Chairman of the Board and Chief Executive Officer Director Since: 2001 Age: 59 SL Green Board Service: • Executive Committee, Chair |

  37. 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 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.

  38. 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 from January 2024 to February 2026 • 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

  39. Professional Experience

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

  40. Professional Experience

    | OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 19 |

  41. Professional Experience

    | PEGGY LAMB Independent Director Director Since: 2025 Age: 61 SL Green Board Service: • Compensation Committee, Chair |

  42. 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.

  43. 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 from 2021 to 2025 • Serves on the Board of Starwood Credit Real Estate Income Trust since November 2023 • Serves on the Board of Opus Holding, LLC since July 2025 • 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

  44. Other Public Board Directorships

    Other Public Board Directorships • Starwood Real Estate Income Trust, Inc. since January 2021 (non-exchange traded)

  45. 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 | | |

  46. Other Public Board Directorships

    | 20 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  47. Other Public Board Directorships

    | ANDREW W. MATHIAS Director Director Since: 2014 Age: 52 SL Green Board Service: • Executive Committee |

  48. 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.

  49. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  50. 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. Most recently, in December 2025, the Compensation Committee again conducted a full review of our director compensation. No changes were implemented as a result of that review.

  51. 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, 2025, the fees for non-employee Directors were:

  52. 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 |

  53. 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.

  54. Elements of Director Compensation

    | OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 37 |

  55. 2025 Director Compensation

    2025 Director Compensation 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, 2025. Directors of the Company who are also employees receive no additional compensation for their services as directors.

  56. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | John H. Alschuler | $138,000 | $235,000 | — | — | $373,000 | | Peggy Lamb | $83,650 | $235,000 | — | — | $318,650 | | Carol N. Brown | $81,500 | $235,000 | — | — | $316,500 | | Lauren B. Dillard | $139,000 | $235,000 | — | — | $374,000 | | Stephen L. Green | $62,000 | $235,000 | — | — | $297,000 | | Craig M. Hatkoff | $86,500 | $235,000 | — | — | $321,500 | | Andrew Mathias | $62,000 | $235,000 | — | $99,996(4) | $297,000 |

  57. 2025 Director Compensation

    (1) Mr. Mathias deferred $62,000 of his 2025 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 2025, 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 2025. 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 2025. 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 89.

  58. 2025 Director Compensation

    | Director compensation has been unchanged since 2019. |

  59. Transformation of Executive Pay Reflects Stockholder Feedback

    | Pay Element | Evolution of Executive Pay (2019-2026) | | Base Salary | ✓ Remains the only fixed pay element ✓ Base salaries determined under respective employment agreements with no guaranteed increases each year | | | In response to stockholder feedback: ✓ Deferred Compensation pay element was eliminated | | Annual Bonus | ✓ Primarily performance-based incentive structure with payouts determined based on Company performance against preset financial and operational goals in line with those announced at Investor Conference ■ CEO Annual Bonus: 100% formulaic ■ President Annual Bonus: 75% formulaic ■ CFO Annual Bonus: 60% formulaic ■ General Counsel Annual Bonus: 50% formulaic ✓ Up to 100% of annual incentive may be paid in equity that remains subject to a three-year no-sell restriction | | | In response to stockholder feedback: ✓ The formulaic component has been increased while decreasing discretionary component ✓ TSR was replaced with operating metrics | | Long-term Incentives | ✓ Performance-based equity incentives for all NEOs include a 3-year performance period ✓ Time-based equity incentives for CEO and President subject to an Outperformance Modifier (as defined herein) based on Company performance against three-year operational and financial goals | | | In response to stockholder feedback: ✓ All short-term performance goals in LTI performance awards have been eliminated ✓ Retesting and guaranteed equity awards have been eliminated | | Other | ✓ No excessive benefits for NEOs | | | In response to stockholder feedback: ✓ Elimination of provisions that provide for formulaic cash payments following a change in control in lieu of existing base salary, annual bonus and equity award entitlements ✓ Updated cash severance basis to generally be the average bonus in prior two years (from maximum bonus) |

  60. Transformation of Executive Pay Reflects Stockholder Feedback

    | Our Pay-for-Performance Approach | | The Company’s long-term success directly results from 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: • Leasing more than 2.5 million square feet and achieving 93.0% same-store leased occupancy as of December 31, 2025, which will drive meaningful value creation and cash flow in the coming years • Creating a differentiated real estate credit platform and raising $1.3 billion in our Opportunistic Debt Fund, surpassing our fundraising goal • Expanding the Company’s special servicing and asset management platforms to record levels, with total assets under management of $20.9 billion as of December 31, 2025, in active and designated assignments • Demonstrating strong investment sourcing and market insight by expanding the Company’s presence on Park Avenue and other core Midtown corridors that best position the portfolio for long-term value creation | | 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. |

  61. Compensation Program Overview

    Compensation Program Overview Our executive compensation program is comprised of four pay elements: (i) annual base salary; (ii) annual bonus; (iii) performance-based equity awards; and (iv) time-based equity awards. See “Our 2025 Executive Compensation Program— Elements of Compensation” below for a detailed description of each of these four elements.

  62. Majority of 2025 Compensation Paid in Equity*

    | | CEO | Other NEOs | | Equity Compensation • Performance-Based Equity Awards • Time-Based Equity Awards • Annual Bonus Received in Equity, if applicable | 84.4% | 85.6% | | Cash Compensation • Base Salary • Annual Bonus Received in Cash, if applicable | 15.6% | 14.4% |

  63. Majority of 2025 Compensation Paid in Equity*

    | Focus on incentive-based compensation aligns payouts with Company performance and stockholder value creation. Consistent with stockholder feedback received through our robust engagement process, we have increased equity compensation to represent approximately 85% of the total direct compensation for our named executive officers. Because equity comprises such a significant proportion of total direct compensation, the Company treats it as a critical component of our executive compensation and severance program, a position that has raised almost no concern from the stockholders with whom we engaged. |

  64. TOTAL DIRECT COMPENSATION FOR 2025

    TOTAL DIRECT COMPENSATION FOR 2025 “Total Direct Compensation” reflects the actual amounts awarded by the Committee. The methodology for 2025 was generally consistent with 2024, other than the changes described under “—Elements of Compensation—Annual Bonus” with respect to certain goals, and “—Elements of Compensation—Annual Equity Awards” with respect to the weighting of and performance periods for our performance-based equity awards, with a year-over-year decrease in Total Direct Compensation for each NEO.

  65. TOTAL DIRECT COMPENSATION FOR 2025

    | | 2025 Total Direct Compensation | | | | | | Name | Base Salary | Annual Bonus(1) | Performance- Based Equity Awards(2) | Time-Based Equity Awards(2) | Total(3) | | Marc Holliday | $1,400,000 | $3,278,750(4) | $10,000,000 | $5,000,000 | $19,724,530 | | Matthew J. DiLiberto | $600,000 | $1,622,500(4) | $750,000 | $1,540,000 | $4,526,500 | | Andrew S. Levine | $600,000 | $1,100,000 | $600,000 | $1,450,000 | $3,764,000 |

  66. TOTAL DIRECT COMPENSATION FOR 2025

    (1) Determined 100% formulaically for Mr. Holliday, on a partially formulaic (60%) and partially discretionary (40%) basis for Mr. DiLiberto and on a partially formulaic (50%) and partially discretionary (50%) basis for Mr. Levine. (2) Represents notional values of equity awards. For Mr. Holliday, the “Performance-Based Equity Awards” column includes the target value of the operational outperformance modifier (the “Outperformance Modifier”) to his time-based equity award. See “—Elements of Compensation—Time-Based Equity Awards—CEO Outperformance Modifier.” (3) Includes the following compensation categorized as “Other Compensation” as reflected in the Summary Compensation Table: Mr. Holliday—$45,780; Mr. DiLiberto—$14,000; and Mr. Levine—$14,000, respectively. (4) Represents 2025 cash bonus amounts earned less a true-up adjustment based on actual 2024 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.

  67. ANNUAL BONUS

    ANNUAL BONUS Annual bonuses incentivize our NEOs based on the achievement of annual financial and strategic goals. Our NEOs may receive all or a portion of annual bonuses in the form of fully vested equity that is subject to a three-year no-sell restriction. Annual Bonus Eligibility. The annual bonus that can be earned by each executive is set forth in such executive’s employment agreement. For 2025, each of our CEO, CFO and General Counsel 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):

  68. ANNUAL BONUS

    | | Formulaic Component | | | | Non-Formulaic Component* | | | | As a % of Base Salary | | | | | | | Threshold | Target | Maximum | | | Marc Holliday | 100% | 50% | 200% | 400% | — | | Matthew J. DiLiberto | 60% | 50% | 175% | 250% | 40% | | Andrew S. Levine | 50% | 50% | 100% | 150% | 50% |

  69. ANNUAL BONUS

    * Discretionary component is capped based on the calculation of the formulaic component and may be earned between 0% and 100% of the non-formulaic component as determined in the discretion of the Committee. Annual Bonus Goals and Performance. For the formulaic component of our 2025 annual cash bonus program, we replaced the Debt Refinancings and the NYC Opportunity Fund Size goals used in 2024 with a goal relating to the generation of third party fee income to further align our incentives with our evolving business strategy for long-term value creation. The table below sets forth our 2025 performance relative to 2025 performance criteria.

  70. ANNUAL BONUS

    | Performance Criteria | Weighting (CEO / CFO & GC) | Guidance/ Stretch Goal | Threshold | Target | Max | Achieved(1) | | Normalized FFO per Share(2) | 25%/30% | $5.40 | $5.15 | $5.35 | $5.55 | $5.49 | | Discounted Debt Extinguishment Gains | 25%/25% | $50.0M | $20.0M | $50.0M | $80.0M | $80.3M | | Third Party Fee Income | 25%/25% | $80.2M | $72.0M | $80.0M | $88.0M | $56.8M | | G&A Expense(3) | 25%/20% | $88.7M | $94.0M | $91.0M | $88.0M | $90.7M |

  71. ANNUAL BONUS

    (1) Determined in December 2025 based on a combination of actual results and estimates. (2) 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. Annual Bonus Payout. Based on our performance relative to the preset bonus criteria established in January 2025, Mr. Holliday, Mr. DiLiberto, and Mr. Levine earned approximately 120.0%, 95.6% and 99.0%, respectively, of the formulaic component of their respective 2025 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. The table below summarizes the aggregate bonus amounts received by our named executive officers for 2025 on a formulaic, discretionary and aggregate basis.

  72. ANNUAL BONUS

    | Executive | Formulaic | Non-Formulaic | Adjustment(1) | Total Bonus(2) | | Marc Holliday | $3,360,000 | — | $(81,250) | $3,278,750 | | Matthew J. DiLiberto | $1,003,500 | $669,000 | $(50,000) | $1,622,500 | | Andrew S. Levine | $594,000 | $506,000 | — | $1,100,000 |

  73. ANNUAL BONUS

    (1) Represents an adjustment to 2025 cash bonus amounts earned based on actual 2024 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. Because 2025 was the first year in which Mr. Levine participated in our formulaic cash bonus program, adjustments were made only for Mr. Holliday and Mr. DiLiberto based on actual 2024 performance. Mr. Holliday elected to receive 50% of his bonus in the form of LTIP units and Mr. DiLiberto and Mr. Levine received 100% of their bonuses in the form of LTIP units based upon the discretion of the Committee.

  74. ANNUAL BONUS

    | EXECUTIVE COMPENSATION | 49 |

  75. ANNUAL BONUS

    | 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 “2025 Performance Summary.” |

  76. ANNUAL BONUS

    Committee Evaluation for Non-Formulaic Component of Annual Bonus-CFO and General Counsel. The employment agreements in effect with our CFO and General Counsel provide for a non-formulaic component of annual bonus equal to 40% and 50%, respectively, of their total bonus opportunity. After calculating the formulaic component described above, such formulaic amount is then divided by 0.6 (for Mr. DiLiberto) and by 0.5 (for Mr. Levine), less, in each case, the amount of the as-calculated formulaic component, to establish a non-formulaic bonus opportunity. Each of our CFO and General Counsel may then earn between 0% and 100% of the non-formulaic component as determined in the discretion of the Committee. For 2025, the Committee awarded Mr. DiLiberto and Mr. Levine $669,000 and $506,000, respectively, as the discretionary bonus. Prior to 2025, the annual cash bonus for our General Counsel was 100% discretionary.

  77. ANNUAL BONUS

    | For 2025, our CFO and General Counsel received the non-formulaic portions of their respective bonuses based on the same performance criteria that were used for our formulaic annual bonus program, as well as specific company goals and objectives for 2025 that were presented at our annual investor conference in December 2024 (summarized above). |

  78. ANNUAL BONUS

    The Committee considered that, on a formulaic basis, we achieved performance levels of target or above for a majority of the components of the formulaic bonus program. In addition, the Committee evaluated the contribution of our NEOs 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. 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:

  79. ANNUAL BONUS

    | Financial Goals | Operational Goals | Other Goals | | • The continued performance of our platform, where we delivered: • $57.2 million ($0.75 per share) of gains from discounted debt extinguishments (exceeded our stated goal of $50 million) • FFO of $5.72(1) • Funds Available for Distribution of $237 million(1) • Expanded Special Servicing business to $20.9 billion in AUM (exceeded our stated goal of $17.5 billion in AUM) • Strategic capital deployment of $0.9 billion into assets expanding our presence in high-value Park Avenue and premium midtown corridors (significantly exceeded our stated goal of $250 million of acquisitions) | • Exceeded or met our leasing objectives, where we achieved: • Over 2.5M square feet of signed leases (materially exceed our stated goal of 2.0M square feet) • 1.2% mark-to-market (met our stated goal) • Capitalized on recent cutting edge Class A development with 93.3% lease-up of One Madison Avenue at year end • 93.0% occupancy at year end (outperforming NYC average; inline with our stated goal) | • Enhancing organizational capabilities through targeted hiring, adding key talent across investments, leasing, and operations to support execution of the Company’s strategic initiatives and strengthen performance across the portfolio |

  80. ANNUAL BONUS

    Refer to Appendix A to this proxy statement for reconciliations of FFO Per Share and Funds Available for Distribution

  81. ANNUAL BONUS

    | 50 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  82. ANNUAL BONUS

    | 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 exceptional execution of the operational and strategic priorities of the Company despite sustained macroeconomic pressures, including the continuing impact of elevated inflation and interest rates on our balance sheet and operating environment. As a result, the Committee awarded our CFO 100% of his non-formulaic opportunity, and our General Counsel 85.2% of his non-formulaic opportunity. |

  83. 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. Performance-based equity awards provide our NEOs with long-term incentives based on Company performance, with the value derived directly linked to stockholder value creation. For 2025, our annual long-term incentive equity award program consisted of grants of performance-based equity awards with multi-year (CEO and General Counsel) or annual (CFO) 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. Our employment agreements with Mr. DiLiberto and Mr. Levine in effect for 2025 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. The amounts approved by the Committee for 2025 are set forth below:

  84. ANNUAL EQUITY AWARDS

    | Executive | Performance-Based | Time-Based | Total | | Marc Holliday | $10,000,000(1) | $5,000,000 | $15,000,000 | | Matthew J. DiLiberto | $750,000 | $1,540,000 | $2,290,000 | | Andrew S. Levine | $600,000 | $1,450,000 | $2,050,000 |

  85. ANNUAL EQUITY AWARDS

    (1) Includes the target value of the Outperformance Modifier. For Mr. Holliday and Mr. Levine, 100% of the earned performance-based LTIP units will vest at the end of the three-year performance period, on December 31, 2027, subject to continued employment. For Mr. DiLiberto, 50% of the earned performance-based LTIP units will vest at the end of the three-year performance period and 50% will vest after an additional year, subject to continued employment. For detailed information regarding the structure, metrics and weighting related to the performance-based and time-based equity awarded to our NEOs see below and “— Other Compensation Policies and Information—Why SL Green Chose These Metrics.” Performance-Based Equity Awards: 1.

  86. 2025 Relative TSR Equity Incentive

    2025 Relative TSR Equity Incentive Performance Metric. The relative component of our annual performance-based equity awards measures our TSR performance against two peer sets over a three-year performance period as outlined below:

  87. 2025 Relative TSR Equity Incentive

    | Performance Criteria | Weighting | Threshold (50% vesting) | Target (100% vesting) | Maximum (225% vesting) | | Office REIT Peers(1) | 66.7% | 30th percentile | 55th percentile | 80th percentile | | NYC REIT Peers(2) | 33.3% | 30th percentile | 55th percentile | 80th percentile |

  88. 2025 Relative TSR Equity Incentive

    (1) The Office REIT Peer Group is comprised of the constituents of the Bloomberg North American Office REIT Valuation Peers Index. The NYC Peer Group is comprised of the following companies: Acadia Realty Trust, Empire State Realty Trust, Inc., Veris Residential, Inc., and Vornado Realty Trust. Paramount Group, Inc. was also a member of the NYC Peer Group when the awards were granted but was acquired by Rithm Capital Corp. on December 19, 2025 and is no longer publicly traded.

  89. 2025 Relative TSR Equity Incentive

    | EXECUTIVE COMPENSATION | 51 |

  90. 2025 Relative TSR Equity Incentive

    Absolute TSR Modifier. For our CEO and General Counsel, the vesting of each equity award based on 2025 relative TSR is subject to the Company’s annual Absolute TSR performance over the three-year performance period as follows:

  91. 2025 Relative TSR Equity Incentive

    | Performance Criteria | Modifier Range | Threshold | Target | Maximum | Outperformance | | Absolute TSR per Year* | -25 to +50% | 0.0% | 4.0% | 8.0% | 12.0% |

  92. 2025 Relative TSR Equity Incentive

    * Assumes no reinvestment of dividends. For our CFO, vesting is capped at target if three-year absolute TSR is negative rather than subject to the modification set forth above. As of December 31, 2025, based on our one-year absolute TSR, the Absolute TSR Modifier would have resulted in a -25% modification to Mr. Holliday’s and Mr. Levine’s awards and Mr. DiLiberto’s award would have been capped at target, demonstrating the rigorous design of our equity incentives that ensure payouts are aligned with stockholder outcomes.

  93. 2025 Relative TSR Equity Incentive

    | The relative TSR equity incentive encompasses: | | - 100% of the annual performance-based equity award for our CEO | | - 50% of the annual performance-based equity award for our CFO and General Counsel |

  94. 2025 Relative TSR Equity Incentive

    2.

  95. 2025 Three-Year Operational Equity Incentive (CEO and General Counsel)

    2025 Three-Year Operational Equity Incentive (CEO and General Counsel) Performance Metric. The three-year operational objective-based equity awards measure performance against five objective criteria (each weighted 20%) over a three-year performance period as outlined below:

  96. 2025 Three-Year Operational Equity Incentive (CEO and General Counsel)

    | Performance Criteria | Weight | | Normalized Funds Available for Distribution(1) | 20% | | Ordinary Dividend Growth | 20% | | Manhattan Same Store Office Leased Occupancy | 20% | | Manhattan Office Leasing Volume | 20% | | Liquidity(2) | 20% |

  97. 2025 Three-Year Operational Equity Incentive (CEO and General Counsel)

    (1) 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. (2) Includes cash and cash equivalents, marketable securities and undrawn credit capacity on our revolving credit facility. The Committee has established preset goals for each of the performance criteria above for the three-year period ending December 31, 2027, which are designed to motivate financial and operational outperformance based on Company guidance and internal projections. The criteria used for performance-based equity continue to be key drivers of stockholder value creation. Because ordinary dividend growth measured over a three-year period represents a key measure of overall profitability, ordinary dividend growth replaced combined net debt reduction as a performance criteria to further align management and the stockholder interests. Other than this change, the operational performance criteria remained substantially the same across 2023, 2024 and 2025. See “—Other Compensation Policies and Information—Why SL Green Chose These Metrics” for additional information regarding these performance metrics. We have not disclosed forward-looking targets that underpin the equity incentives described above, as certain disclosures regarding our three-year operational equity incentive could provide our competitors with insight regarding confidential business strategies without meaningfully adding to stockholders’ understanding. Consistent with our past and current practice, we will disclose multi-year performance goals in our regular programs in full after the close of the performance period. As of December 31, 2025, based on the Company’s one-year performance against the three-year goals above, the equity incentives would have been earned at an estimated 112% of target for Mr. Levine.

  98. Absolute TSR Modifier

    Absolute TSR Modifier The vesting of this equity award is subject to the Company’s Absolute TSR performance over the three-year performance period as follows:

  99. Absolute TSR Modifier

    | The three-year operational equity incentive encompasses: | | - 50% of the remaining annual performance-based equity award for our General Counsel | | The Outperformance Modifier for our CEO’s time-based equity award utilizes the same five operational performance metrics listed above. See “—Time-Based Equity Awards—CEO Outperformance Modifier.” |

  100. 2025 One-Year Operational Equity Incentive (CFO)

    2025 One-Year Operational Equity Incentive (CFO) Performance Metric. The one-year operational objective-based equity awards measure performance against four objective criteria (each weighted 25%) over a one-year performance period as outlined below:

  101. 2025 One-Year Operational Equity Incentive (CFO)

    | Performance Criteria | Threshold (50% vesting) | Target (100% vesting) | Maximum (200% vesting) | Achieved | | Normalized Funds Available for Distribution(1) | $162.0M | $170.0M | $178.0M | $213.3M | | Manhattan Same Store Office Leased Occupancy | 92.0% | 93.0% | 94.0% | 93.0% | | Manhattan Office Leasing Volume | 1.80M SF | 2.00M SF | 2.20M SF | 2.57M SF | | Liquidity(2) | $1.0B | $1.2B | $1.4B | $0.91B |

  102. 2025 One-Year Operational Equity Incentive (CFO)

    (1) 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. (2) Includes cash and cash equivalents, marketable securities and undrawn credit capacity on our revolving credit facility. As with the 2025 three-year operational equity incentive awards, the Committee established preset goals for each of the performance criteria above for the one-year period ending December 31, 2025, which were designed to motivate financial and operational outperformance based on Company guidance and internal projections. The criteria used for performance-based equity continue to be key drivers of stockholder value creation and are substantially consistent with the objective criteria used for 2024 for such awards, except for the removal of the combined net debt reduction goal, as we completed our general reduction plan in 2024. As of December 31, 2025, based on the Company’s one-year performance against these goals above, the equity incentives were earned at 125% of target for Mr. DiLiberto.

  103. Absolute TSR Modifier

    Absolute TSR Modifier The vesting of this equity award is subject to the Company’s Absolute TSR performance over the three-year performance period as follows:

  104. Absolute TSR Modifier

    | For 2025, the one-year operational equity incentive encompasses: | | - 50% of the remaining annual performance-based equity award for our CFO | | Based on the new employment agreement with Mr. DiLiberto, all of his future performance equity incentives will be based on three-year performance periods. As such, 2025 is the last year that Mr. DiLiberto—or any NEO—is expected to receive annual equity awards with a performance period less than three years. |

  105. Absolute TSR Modifier

    Time-Based Equity Awards: Time-based equity awards are a retention tool that provide alignment between of the interests of our NEOs and our long-term stockholders. The time-based LTIP units granted to Mr. Holliday, Mr. DiLiberto and Mr. Levine for 2025 vest ratably over three years (Mr. Holliday and Mr. DiLiberto) and over two years (Mr. Levine) on January 1st of each year following the grant date, subject in each case to continued employment. The CEO’s new employment agreement was amended in June 2025 to clarify that the CEO’s annual time-based award is not guaranteed. The ultimate value is to be determined by the Committee based on prior-year performance, which is the case for all of our NEOs under their respective employment agreements. As such, while all of our NEO’s employment agreements outline a target value for time-based equity awards, the actual granted value of time-based awards is based on the Committee’s assessment of performance in the prior fiscal year and can be more or less than the specified target amount.

  106. Absolute TSR Modifier

    | Based on the continued achievement of operational and strategic goals in fiscal 2024, the Committee approved the grant of annual time-based equity awards to our executives at the target amounts set forth in their respective employment agreements. In the case of Mr. Holliday, the Committee also considered his role as Interim President during 2025. |

  107. Absolute TSR Modifier

    CEO Outperformance Modifier. The annual time-based equity award granted to our CEO includes an operational outperformance modifier (the “Outperformance Modifier”), which can increase the base award, to the extent fully vested, based on the achievement of three-year operational or financial goals. The increase to the award, if any, is 50% (at threshold), 100% (at target) and up to 200% (at maximum), subject to linear interpolation between performance levels. The Outperformance Modifier incorporates Company performance against the same five objective criteria over a three-year performance period as the awards granted to our General Counsel. The specific metrics and weights are disclosed in the section above titled “2025 Three-Year Operational Equity Incentive.” The Outperformance Modifier may only be earned if the corresponding time-based award becomes fully vested, otherwise the Outperformance Modifier is forfeited. As of December 31, 2025, based on our one-year performance of operational goals set forth in the section above titled “2025 Three-Year Operational Equity Incentive,” and assuming full vesting of his time-based award, the Outperformance Modifier would have been earned at an estimated 112% of target.

  108. Absolute TSR Modifier

    | The Compensation Committee added the Outperformance Modifier to our CEO’s time-based equity awards recognizing the importance of ensuring management’s focus on long-term financial and operational performance as a key driver to sustainable stockholder value creation. The Outperformance Modifier metrics are aligned with the three-year performance goals in the performance-based equity incentives to our General Counsel for 2025. |

  109. OPPORTUNISTIC DEBT FUND INCENTIVES

    | The Fund’s incentive program was designed following a review of alternative compensation structures used by companies that operate similar funds. These incentives are performance-based, and will be paid ONLY IF the applicable performance conditions are satisfied. The Committee approved these incentives determining they are strongly aligned with long-term stockholder value creation. |

  110. 2025 NEO Scorecards

    2025 NEO Scorecards The following scorecards summarize each element of compensation received by our NEOs for 2025 as of December 31, 2025. For purposes of framing the compensation decisions and pay outcomes, we present the “Total Direct Compensation,” or TDC, amounts awarded for 2025 and contrast such amounts to SEC-mandated disclosure rules for the Summary Compensation Table, or SCT, for 2025. We believe this presentation provides investors with a clearer understanding of the compensation decisions made by the Committee.

  111. 2025 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table

    | TDC | SCT | Element of Compensation | | 7% $1,400,000 | 8% $1,400,000 | Annual Base Salary Mr. Holliday’s base salary was equal to the minimum set forth in his employment agreement. In connection with Mr. Holliday’s new employment agreement, his base salary increased by 10.7% to better align with market. Prior to 2025, there had been no change to his base salary since it was retroactively reduced in 2018. | | 17% $3,278,750 | 7% $2,919,703 | 100% Formulaic Annual Bonus Determined formulaically based on performance relative to preset objective bonus criteria established by the Committee in January 2025. The TDC amount reflects the earning of 120% of the target bonus amount. The SCT amount reflects the grant date value of the bonus, which was paid 50% in cash and 50% in equity at Mr. Holliday’s election, in the form of 35,833 LTIP units granted in December 2025. These LTIP units were fully vested upon grant, but remain subject to a three-year no-sell restriction. | | 51% $10,000,000 | 38% $6,653,741 | Performance-Based Equity Awards The TDC amount reflects the target notional value of $5,000,000, consistent with the target amount set forth in Mr. Holliday’s employment agreement, plus an additional $5,000,000 as the Outperformance Modifier, granted in 2026. The SCT amount reflects the grant date value of his 2024 performance-based award, granted in 2025. The annual performance-based award relates to the corresponding number of LTIP units set forth below: |

  112. 2025 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table

    | 2025 Annual Performance-Based Award— Number of LTIP Units Granted | | | | | Threshold | Target | Maximum | Projected Earned as of 12/31/2025 | | 18,321 | 73,283 | 201,527 | 0 |

  113. 2025 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, 2027, based on our three-year relative TSR, with earned LTIP units vesting in full as of December 31, 2027 Pursuant to the Outperformance Modifier, Mr. Holliday was granted an additional 220,774 LTIP Units, subject to forfeiture to the extent the required three-year operational performance metrics are not achieved. See “—Elements of Compensation—Annual Equity Awards—Time-Based Equity Awards—CEO Outperformance Modifier” above for a full description of the Outperformance Modifier. | | 25% $5,000,000 | 37% $6,337,602 | Time-Based Equity Awards The Committee granted time-based awards in February 2026 based on the Company’s 2025 performance. The awards had a target value of $5,000,000, with the corresponding 110,387 LTIP units vesting in three equal installments on January 1, 2027, January 1, 2028 and January 1, 2029, subject to continued employment. The SCT amount represents the grant date value of the awards granted retrospectively in January 2025 based on the Company’s 2024 performance. | | 100% $19,724,530 | 100% $17,356,826 | Both totals include $45,780 of “Other Compensation,” as reflected in the Summary Compensation Table. |

  114. 2025 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table

    | TDC | SCT | Element of Compensation | | 13% $600,000 | 13% $600,000 | Annual Base Salary Mr. DiLiberto’s base salary was equal to the minimum amount set forth in his employment agreement. | | 35% $1,622,500 | 35% $1,606,350 | Annual Bonus Determined 60% formulaically, with the remaining 40% discretionary. For 2025, Mr. DiLiberto earned a total bonus of $1,622,500. This amount consists of $1,003,500 earned on a formulaic basis (approximately 95.6% of the target amount), and a discretionary award of $669,000, reduced by a final true-up adjustment of $50,000 on account of 2024 actual performance. Mr. DiLiberto received 100% of the bonus in the form of equity. The corresponding 35,464 LTIP units granted in February 2026 were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2026, 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 2025 representing Mr. DiLiberto’s 2024 annual bonus. | | 18% $750,000 | 17% $737,893 | Performance-Based Equity Awards The TDC amount reflects the target notional value of $750,000 approved by the Committee in 2025. The SCT amount represents the grant date value of the awards. The award relates to the corresponding number of LTIP units set forth below: |

  115. 2025 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table

    | 2025 Annual Performance-Based Award— Number of LTIP Units Granted | | | | | Threshold | Target | Maximum | Projected Earned as of 12/31/2025 | | 5,153 | 10,992 | 24,732 | 6,011 |

  116. 2025 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, 2027, based on one-year operational performance goals, and our three-year absolute and relative TSR. Earned LTIP units will vest 50% as of December 31, 2027 and 50% as of December 31, 2028 | | 34% $1,540,000 | 35% $1,576,449 | Time-Based Equity Awards The Committee granted time-based awards in February 2026 based on the Company’s 2025 performance. The awards had a target value of $1,540,000. The corresponding 33,999 LTIP units vest ratably in three equal installments on January 1, 2027, January 1, 2028 and January 1, 2029, subject to continued employment. The SCT amount represents the grant date value of the awards granted retrospectively in January 2025 based on the Company’s 2024 performance. | | 100% $4,526,500 | 100% $4,534,692 | Both totals include $14,000 of “Other Compensation,” as reflected in the Summary Compensation Table. |

  117. 2025 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table

    | TDC | SCT | Element of Compensation | | 16% $600,000 | 18% $600,000 | Annual Base Salary Mr. Levine’s base salary was equal to the minimum set forth in his employment agreement. In connection with Mr. Levine’s new employment agreement, his base salary increased by 3.3% year-over year to bring it in line with market. Prior to 2025, there had been no change to his base salary since 2019. | | 29% $1,100,000 | 21% $739,636 | Annual Bonus Determined 50% formulaically, with the remaining 50% discretionary. For 2025, Mr. Levine earned a total bonus of $1,100,000. This amount consists of $594,000 earned on a formulaic basis (approximately 99% of the target amount),and a discretionary award of $506,000. Mr. Levine received 100% of the bonus in the form of equity. The corresponding 24,044 LTIP units granted in February 2026 were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2026, 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 2025 representing Mr. Levine’s 2024 annual bonus. | | 16% $600,000 | 19% $660,088 | Performance-Based Equity Awards The TDC amount reflects the target notional value of $600,000 approved by the Committee in 2025. The SCT amount represents the grant date value of the awards. The award relates to the corresponding number of LTIP units set forth below: |

  118. 2025 Performance and Compensation— Total Direct Compensation vs. Summary Compensation Table

    | 2025 Annual Performance-Based Award— Number of LTIP Units Granted | | | | | Threshold | Target | Maximum | Projected Earned as of 12/31/2025 | | 3,023 | 8,794 | 21,985 | 4,306 |

  119. 2025 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, 2027, based on three-year operational performance goals, and our three-year absolute and relative TSR, with earned LTIP units vesting as of December 31, 2027. | | 39% $1,450,000 | 42% $1,458,629 | Time-Based Equity Awards The Committee granted time-based awards in February 2026 based on the Company’s 2025 performance. The awards had a target value of $1,450,000. The corresponding 32,012 LTIP units vest in two equal installments on January 1, 2027 and January 1, 2028, subject to continued employment. The SCT amount represents the grant date value of the awards granted retrospectively in January 2025 based on the Company’s 2024 performance. | | 100% $3,764,000 | 100% $3,472,353 | Both totals include $14,000 of “Other Compensation,” as reflected in the Summary Compensation Table. |

  120. FINAL RESULTS—2023-2025 PERFORMANCE-BASED AWARDS

    | The final payout for our 2023 annual performance-based equity award highlights our pay for performance philosophy and the alignment between our executives and our stockholders because of our strong three-year absolute and relative TSR performance. |

  121. 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 | Ferguson Partners – Retained as the Committee’s independent outside compensation adviser during 2025 – Provided relevant data on market and peer group pay practices and then-existing policies of certain institutional investors and governance groups – Delivered services, analysis and recommendations to the Committee in connection with the negotiation and structuring of NEO 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 2025) |

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

  123. 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) | |

  124. RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS

    | Goals are established each year on a forward-looking basis informed by then-current economic and competitive conditions. Those conditions will result in corresponding adjustments to the performance hurdles that relate to goals carried forward from the prior year. |

  125. WHY SL GREEN CHOSE THESE METRICS

    | Performance Metrics | Metric Utilized in: | | Normalized FFO per Share Widely-used non-GAAP measure of earnings performance for REITs, used both by investors and our management, and a key financial measure for which we provide guidance. | ■ Annual Bonus | | Discounted Debt Extinguishment A key measurement of the relationship between our financial performance and the management of our portfolio and balance sheet | ■ Annual Bonus | | Third Party Fee Income A key component of operating cash flow from our third party asset management and special servicing businesses that drives long-term value creation and is a key metric for operational performance | ■ Annual Bonus | | G&A Expense Corporate overhead is a key efficiency metric impacting the overall profitability and value of the Company | ■ Annual Bonus | | Normalized Funds Available for Distribution A key measure of operating cash flow that is driven by the effective management of our portfolio and our business | ■ Three-Year Operational Equity ■ One-Year Operational Equity Outperformance Modifier | | Ordinary Dividend Growth A key measure of the income we return to stockholders, measured over a three-year period, driven by effective long-term growth and operation of our business portfolio | ■ Three-Year Operational Equity ■ Outperformance Modifier | | Manhattan Same Store Office Leased Occupancy A measure of how effectively we manage properties owned by us in a similar manner in both reporting periods (year over year) | ■ Three-Year Operational Equity ■ One-Year Operational Equity ■ Outperformance Modifier |

  126. WHY SL GREEN CHOSE THESE METRICS

    | Performance Metrics | Metric Utilized in: | | Manhattan Office Leasing Volume A measure of our ability to execute our leasing platform in the highly competitive New York City real estate market | ■ Three-Year Operational Equity ■ One-Year Operational Equity ■ Outperformance Modifier | | Liquidity Includes cash and cash equivalents, marketable securities and undrawn credit capacity on our revolving credit facility. | ■ Three-Year Operational Equity ■ One-Year Operational Equity ■ Outperformance Modifier | | Absolute TSR per Year Absolute TSR is a pure measure of value delivered to stockholders who were invested in our stock for the three-year performance period | ■ Three-Year Operational Equity ■ One-Year Operational Equity ■ Relative TSR Equity | | Relative TSR vs. Office REIT Peers 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. | ■ Relative TSR Equity | | Relative TSR vs. NYC REIT Peers 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. | ■ Relative TSR Equity |

  127. 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 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 |

  128. Peer Group Benchmarking

    Peer Group Benchmarking In 2025 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 2025, but rather to confirm that our Chief Executive Officer’s total compensation for 2025 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, which group is determined based on the unique characteristics of the New York City real estate marketplace, which is where we conduct substantially all of our business, and which is one of the most competitive in the world, from both a business and compensation perspective. However, among the top 15 New York City real estate companies, in terms of Manhattan office-space ownership, only a handful of those companies, including SL Green, are public. With respect to size, we ranked at or above the median of our selected peers with respect to total enterprise value and total revenue as of December 31, 2025. The following companies were included in the peer group that the Committee reviewed:

  129. Peer Group(1)

    Peer Group(1) Source: S&P Capital IQ and, with respect to the Company, its fourth quarter supplemental furnished to the SEC on January 29, 2026. Data is as of December 31, 2025. Revenue includes the Company’s share of revenue generated by its joint venture investments. (1) Paramount Group, Inc. has historically been included in the Company’s peer group, however, on December 19, 2025, it was acquired by Rithm Capital Corp. and ceased to be a publicly traded company. In the market for talent and compensation, the Committee views the Company 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.

  130. Peer Group(1)

    | 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, though the Committee believes that the top real estate principals of non-REIT companies typically receive substantially higher compensation than their counterparts at public REITs. |

  131. Analysis of Risk Associated with Our Executive Compensation Plans

    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.

  132. Annual Equity Award Performance Summary (2023-2025)

    Annual Equity Award Performance Summary (2023-2025)

  133. Annual Equity Award Performance Summary (2023-2025)

    | Operational Awards | Actual / Projected Percentage Earned as of 12/31/2025 | Actual / Projected Absolute TSR Modifier as of 12/31/2025 | | 2025 Outperformance Modifier (CEO) | 112.04% (Projected) | N/A | | 2025 Operational Component (CFO) | 125.00% (Actual) | -12.5% (Projected) | | 2025 Operational Component (General Counsel) | 112.04% (Projected) | -12.5% (Projected) | | 2024 Operational Component | 160.00% (Actual) | -4.21% (Projected) | | 2023 Operational Component | 88.00% (Actual) | +12.5% (Actual) |

  134. Annual Equity Award Performance Summary (2023-2025)

    | EXECUTIVE COMPENSATION | 63 |

  135. Annual Equity Award Performance Summary (2023-2025)

    | Relative Awards | Actual / Projected Percentile Rank as of 12/31/2025 | Actual / Projected Percentage Earned as of 12/31/2025 | Actual / Projected Absolute TSR Modifier as of 12/31/2025(1) | | 2025 Relative TSR vs. Office REIT Peers | 38th Percentile (Projected) | 66.92% (Projected) | - 25.0% (Projected) | | 2025 Relative TSR vs. NYC REIT Peers | 25th Percentile (Projected) | 0.00% (Projected) | - 25.0% (Projected) | | 2024 Relative TSR vs. Office REIT Peers | 62nd Percentile (Projected) | 184.84% (Projected) | N/A | | 2024 Relative TSR vs. NYC REIT Peers | 40th Percentile (Projected) | 70.59% (Projected) | N/A | | 2023 Relative TSR vs. Office REIT Peers | 100th Percentile (Actual) | 225.00% (Actual) | N/A | | 2023 Relative TSR vs. NYC REIT Peers | 100th Percentile (Actual) | 225.00% (Actual) | N/A |

  136. Annual Equity Award Performance Summary (2023-2025)

    (1) With respect to the CFO for 2025, and for all NEOs for 2024 and 2023, vesting is capped at target if three-year absolute TSR is negative. In 2025, certain elements of our performance-based equity awards were redesigned in connection with the new employment agreements we entered into with Mr. Holliday and Mr. Levine, including (i) replacing all annual performance goals with three-year performance goals and (ii) subjecting Mr. Holliday’s time-based equity incentive awards to an Outperformance Modifier based on Company performance against three-year operational or financial goals. The Outperformance Modifier may only be earned to the extent the underlying time-based award becomes fully vested and the performance metrics are achieved. Additionally, we entered into a new employment agreement with our CFO in 2026. In connection with his new agreement, beginning in 2026, the operational component of Mr. DiLiberto’s performance-based awards will also be subject to three-year performance goals. See “—Compensation Discussion and Analysis—Our 2025 Executive Compensation Program—Structure of 2025 Performance-Based Equity Awards” for a more detailed description of structure of the performance-based awards for each of Mr. Holliday, Mr. DiLiberto and Mr. Levine. The 2024 and 2023 performance-based awards while substantially similar to each other are structurally different from the 2025 awards as noted above. The 2024 and 2023 awards are described in full in our proxy statements relating to our 2024 and 2023 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 2025.”

  137. Employment Agreements

    Employment Agreements As noted above, we had employment agreements with each of our named executive officers during 2025. 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. In recent employment agreement negotiations, the Compensation Committee eliminated

  138. Employment Agreements

    | 64 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  139. Employment Agreements

    the maximum bonus from severance calculations. The inclusion of equity in severance calculations is a critical component given that equity continues to be over 85% of total direct compensation. See “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” for a summary of the employment agreements with our named executive officers. Amendment to Mr. Holliday’s Employment Agreement On June 24, 2025, we entered into an amendment with Mr. Holliday to his employment agreement to, among other things: (i) more closely align the description of the $5,000,000 annual time-based award with Mr. Holliday’s prior contract to clarify that the amount of such award is not guaranteed, with the ultimate value to be determined by the Compensation Committee of the Board of Directors of the Company based on performance during the prior year, (ii) clarify that the payment to Mr. Holliday in connection with the property at 1515 Broadway, New York, New York, aligns with the conversion of such property and its projected profitability and (iii) eliminate provisions that provide for formulaic cash payments following a change in control in lieu of existing base salary, annual bonus and equity award entitlements, with corresponding updates to clarify that a diminution in Mr. Holliday’s compensation following a change-in-control would constitute “good reason” under the employment agreement. As New York State did not approve our gaming license application, this incentive is no longer applicable. New Employment Agreement with Mr. Levine During 2025, we entered into a new employment agreement with our General Counsel, Mr. Levine. Material changes to Mr. Levine’s employment agreement are discussed below under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Employment Agreement.” New Employment Agreement with Mr. DiLiberto On February 27, 2026, we entered into a new employment agreement with Mr. DiLiberto, extending his term as CFO to January 1, 2029. Material changes to Mr. DiLiberto’s employment agreement are discussed below under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Employment Agreement.” In connection with his new employment agreement, Mr. DiLiberto also received a grant of 100,000 Class O LTIP Units on February 12, 2026. These Class O LTIP Units will vest ratably on January 1, 2027, January 1, 2028 and January 1, 2029, subject to Mr. DiLiberto’s continued employment through each such date. See below “Other Matters—LTIP Units and Class O LTIP Units” for a description of our Class O LTIP Units. Promotion of Mr. Sitomer to President and Chief Investment Officer On February 27, 2026, we appointed Harrison Sitomer to serve as our President and entered into an employment agreement with Mr. Sitomer in connection with his appointment. Mr. Sitomer will also continue to serve as our Chief Investment Officer. For a discussion of the material terms of Mr. Sitomer’s employment agreement, see “ Executive Compensation Tables— Potential Payments Upon Termination or Change in Control—Employment Agreements.”

  140. 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 2025 and as equity awards granted in connection with new or extended employment agreements or the provisions of such agreements. LTIP units are similar to common units in our operating partnership, which generally are economically equivalent to shares of our common stock, except that the LTIP units are structured as “profits interests” for U.S. federal income tax purposes under current federal income tax law. As profits interests, LTIP units generally only have value, other than with respect to the right to receive distributions, if the value of the assets of our operating partnership increases between the issuance of LTIP units and the date of a book-up event for partnership tax purposes. If the value of the assets of our operating partnership increases sufficiently, the LTIP units can achieve full parity with common units in our operating partnership. If such parity is achieved, LTIP units may be converted, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common units, which in turn are redeemable by the holder for cash or, at our election, on a one-for-one basis into shares of our common stock. LTIP units are not entitled to distributions prior to being earned based on achievement against the performance-based hurdles contained in these plans. Once earned, these LTIP units, whether vested or unvested, entitle the holder to receive distributions per unit from our operating partnership that are equivalent to the dividends paid per share on our common stock. In addition to the LTIP units described above that we issued in lieu of shares of restricted stock, we also have issued another class of units of limited partnership interest in our operating partnership that are intended to be similar to stock options from an economic perspective, which we refer to as Class O LTIP units. Class O LTIP units are also intended to qualify as “profits interests” for U.S. federal income tax purposes. We did not issue any performance-based Class O LTIP units in 2025. In 2026, we issued performance-based Class O LTIP units in connection with our CFO’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

  141. Other Matters—LTIP Units and Class O LTIP Units

    | 66 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  142. Other Matters—LTIP Units and Class O LTIP Units

    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.

  143. 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 2025 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, 2025, or collectively, the “named executive officers.”

  144. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Marc Holliday Chief Executive Officer, Chairman of the Board* | 2025 | $1,400,000 | — | $14,271,656 | — | $1,639,390 | $45,780 | $17,356,826 | | | 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 | | Matthew J. DiLiberto Chief Financial Officer | 2025 | $600,000 | — | $3,920,692 | — | — | $14,000 | $4,534,692 | | | 2024 | $600,000 | — | $3,356,422 | — | — | $13,800 | $3,970,222 | | | 2023 | $600,000 | — | $2,652,701 | — | — | $13,200 | $3,265,901 | | Andrew S. Levine Chief Legal Officer and General Counsel | 2025 | $600,000 | — | $2,858,353 | — | — | $14,000 | $3,472,353 | | | 2024 | $580,000 | — | $2,536,465 | — | — | $13,800 | $3,130,265 | | | 2023 | $580,000 | — | $2,839,185 | — | — | $13,200 | $3,432,385 |

  145. Summary Compensation Table

    * In connection with Mr. Sitomer’s appointment as our President on February 27, 2026, Mr. Holliday no longer holds the title of Interim President. (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 2025, 2024 and 2023, respectively. In accordance with SEC disclosure requirements, the amounts for 2025 include the full grant date fair value of our 2025 performance-based equity awards, which were as follows: Mr. Holliday-$6,653,741; Mr. DiLiberto-$737,893; and Mr. Levine-$660,088, 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 2025 used an assumed stock price volatility level of 49.0% on our common stock and a risk-free interest rate of 3.84%. Assuming that maximum performance is achieved under our 2025 performance-based equity awards, the value at the grant date of the awards would each have been as follows: Mr. Holliday-$12,579,315; Mr. DiLiberto-$1,543,771; and Mr. Levine-$1,372,304, respectively. See “—Compensation Discussion and Analysis-Our 2025 Executive Compensation Program” for a description of the terms of these performance-based awards. (2) The table and footnotes below show the components of this column for 2025, which include certain perquisites such as Company 401(k) matching contributions.

  146. Summary Compensation Table

    | Name | All Other Compensation ($) | | Marc Holliday | $45,780(a) | | Matthew J. DiLiberto | $14,000(b) | | Andrew S. Levine | $14,000(b) |

  147. 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 ($14,000) and (ii) life insurance premiums ($31,780). 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 ($14,000). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.

  148. Summary Compensation Table

    | 68 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  149. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  150. 2025 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 | 01/29/2025 | 01/29/2025 | — | — | — | — | — | — | 115,418(1) | — | — | $6,337,602 | | | 07/01/2025 | 07/01/2025 | — | — | — | 18,321(2) | 73,283(2) | 201,527(2) | — | — | — | $6,653,741 | | | 12/16/2025 | 12/16/2025 | — | — | — | — | — | — | 35,833(3) | — | — | $1,280,313 | | | N/A | N/A | $700,000(4) | $2,800,000(4) | $5,600,000(4) | — | — | — | — | — | — | | | Matthew J. DiLiberto | 01/29/2025 | 01/29/2025 | — | — | — | — | — | — | 30,778(1) | — | — | $1,576,449 | | | 01/29/2025 | 01/29/2025 | — | — | — | — | — | — | 32,360(3) | — | — | $1,606,350 | | | 07/01/2025 | 07/01/2025 | — | — | — | 5,152(2) | 10,992(2) | 24,732(2) | — | — | — | $737,893 | | | N/A | N/A | $300,000(4) | $1,050,000(4) | $1,500,000(4) | — | — | | — | — | — | — | | Andrew S. Levine | 01/29/2025 | 01/29/2025 | — | — | — | — | — | — | 26,564(1) | — | — | $1,458,629 | | | 01/29/2025 | 01/29/2025 | — | — | — | — | — | — | 14,900(3) | — | — | $739,636 | | | 07/01/2025 | 07/01/2025 | — | — | — | 3,023(2) | 8,794(2) | 21,985(2) | — | — | — | $660,088 | | | N/A | N/A | $300,000(4) | $600,000(4) | $900,000(4) | — | — | — | — | — | — | — |

  151. 2025 Grants of Plan-Based Awards

    (1) Represents grants of LTIP units awarded in connection with our respective employment agreements with Mr. Holliday, Mr. DiLiberto and Mr. Levine. For Mr. Holliday and Mr. Levine, the LTIP units vest in three equal installments on each of January 1, 2026, January 1, 2027 and January 1, 2028 and for Mr. DiLiberto, the LTIP units vest on January 1, 2026, subject in each case to continued employment. (2) Represents LTIP units granted as 2025 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 the operating performance metrics and the relative TSR metrics, as applicable, after giving effect to the applicable 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 the operating performance metrics and the relative TSR metrics, as applicable, after giving effect to the applicable maximum upward modifier. See “—Compensation Discussion and Analysis-Our 2025 Executive Compensation Program” for a description of the terms of these performance-based awards and the Company’s estimated performance as of December 31, 2025. (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. Represents cash payouts that were possible pursuant to the formulaic component of our annual bonus program for 2025. See “—Compensation Discussion and Analysis-Our 2025 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.

  152. 2025 Grants of Plan-Based Awards

    | EXECUTIVE COMPENSATION | 69 |

  153. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 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, 2025.

  154. Outstanding Equity Awards at Fiscal Year-End 2025

    | | 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 | 338,146 | $15,510,757 | 190,403 | $8,733,786 | | | 52,500(4) | — | $105.73 | 06/17/2027 | — | — | — | — | | | 72,639(5) | 217,917(5) | $68.07 | 12/27/2034 | — | — | — | — | | Matthew J. DiLiberto | 15,000(4) | — | $106.05 | 01/11/2027 | 87,841 | $4,029,267 | 15,519 | $711,857 | | Andrew S. Levine | 15,000(4) | — | $106.05 | 01/11/2027 | 48,371 | $2,218,778 | 21,199 | $972,398 |

  155. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) For each of our named executive officers, includes the following:

  156. Outstanding Equity Awards at Fiscal Year-End 2025

    | Executive | 2025 Operational Performance- Based LTIP Units(a) | 2024 Operational Performance- Based LTIP Units(b) | 2023 Operational Performance- Based LTIP Units(c) | 2025 Time-Based Employment Agreement LTIP Units | 2024 Time-Based Employment Agreement LTIP Units | 2023 Time-Based Employment Agreement LTIP Units | | Marc Holliday | — | 113,278 | — | 115,418(d) | 64,731(f) | 44,719(h) | | Matthew J. DiLiberto | 6,011 | 8,391 | 13,416 | 30,778(e) | 15,104(g) | 14,141(h) | | Andrew S. Levine | — | 8,391 | 13,416 | 26,564(d) | — | — |

  157. Outstanding Equity Awards at Fiscal Year-End 2025

    (a) Represents the number of LTIP units that were earned for 2025 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2027. The LTIP units will vest 50% on each of December 31, 2027 and December 31, 2028, subject to continued employment. (b) 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 Mr. DiLiberto and Mr. Levine, subject, in each case, to continued employment. (c) Represents the sum of (i) the number of LTIP units that were earned for 2023 operational performance, as modified by our absolute TSR performance over the three-year period ending December 31, 2025 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, 2025. The LTIP units vested 100% for Mr. Holliday on December 31, 2025, and 50% for Mr. DiLiberto and Mr. Levine, with the remaining 50% scheduled to vest on December 31, 2026 subject, in each case, to continued employment. LTIP units that vested on December 31, 2025 are reflected in the “2025 Options Exercised and Stock Vested” table, below. See “—Compensation Discussion and Analysis-Our 2025 Executive Compensation Program” and “—Compensation Discussion and Analysis-Other Compensation Policies and Information-Outstanding Annual Equity Award Performance Summary (2023-2025)” for a description of the terms of these performance-based awards and the Company’s performance as of December 31, 2025. (d) Represents LTIP units that vested one-third on January 1, 2026, and LTIP units that are scheduled to vest one-third on January 1, 2027 and one-third on January 1, 2028, subject to continued employment. (e) Represents LTIP units that vested on January 1, 2026. (f) Represents LTIP units that vested one-third on January 1, 2025 and one-third on January 1, 2026, and LTIP units that are scheduled to vest one-third on January 1, 2027, subject to continued employment. (g) Represents LTIP units that vested one-half on January 1, 2025 and one-half on January 1, 2026. (h) Represents LTIP units that vested one-third on January 1, 2024, one-third on January 1, 2025 and one-third on January 1, 2026. Based on a price of $45.87 per share/unit, which was the closing price on the NYSE of one share of our common stock on December 31, 2025. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock.

  158. Outstanding Equity Awards at Fiscal Year-End 2025

    | 70 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  159. Outstanding Equity Awards at Fiscal Year-End 2025

    For each of our named executive officers includes the following:

  160. Outstanding Equity Awards at Fiscal Year-End 2025

    | Executive | 2025 Performance- Based LTIP Units | 2024 Performance- Based LTIP Units(d) | | Marc Holliday | 42,748(a) | 147,665 | | Matthew J. DiLiberto | 4,580(b) | 10,939 | | Andrew S. Levine | 10,260(c) | 10,939 |

  161. Outstanding Equity Awards at Fiscal Year-End 2025

    (a) Represents the sum of the LTIP units that would be earned if (i) the “target” 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 (ii) the “threshold” performance goal was achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to NYC peers, in each case modified downward by 25% of the target amount, representing “threshold” performance for the LTIP units eligible to be earned based on absolute TSR. Earned LTIP units will vest 100% for Mr. Holliday on December 31, 2027. See “—Compensation Discussion and Analysis-Our 2025 Executive Compensation Program” and “—Compensation Discussion and Analysis-Other Compensation Policies and Information-Outstanding Annual Equity Award Performance Summary (2023-2025)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2025. (b) Represents the sum of the LTIP units that would be earned if (i) the “threshold” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on absolute TSR, which would have resulted in a negative 12.5% adjustment to the operational component of the award, (ii) the “target” 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 “threshold” 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 50% on each of December 31, 2027 and December 31, 2028, subject to continued employment. See “—Compensation Discussion and Analysis-Our 2025 Executive Compensation Program” and “—Compensation Discussion and Analysis-Other Compensation Policies and Information-Outstanding Annual Equity Award Performance Summary (2023-2025)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2025. (c) 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 operational metrics, (ii) the “threshold” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on absolute TSR, which would have resulted in a negative 12.5% adjustment to the operational component of the award and a negative 25% adjustment to the relative component of the award, (iii) the “target” 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 “threshold” 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 50% on each of December 31, 2027 and December 31, 2028, subject to continued employment. See “—Compensation Discussion and Analysis-Our 2025 Executive Compensation Program” and “— Compensation Discussion and Analysis-Other Compensation Policies and Information-Outstanding Annual Equity Award Performance Summary (2023-2025)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2025. (d) Represents the sum of the LTIP units that would be earned if (i) the “target” 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 “target” 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 Mr. DiLiberto and Mr. Levine, subject, in each case, to continued employment. See “—Compensation Discussion and Analysis—Our 2025 Executive Compensation Program” and “—Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2023-2025)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2025. (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. 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.

  162. Outstanding Equity Awards at Fiscal Year-End 2025

    | EXECUTIVE COMPENSATION | 71 |

  163. 2025 Option Exercises and Stock Vested

    2025 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, 2025.

  164. 2025 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 | — | — | 495,554 | $24,876,637 | | Matthew J. DiLiberto | — | — | 82,030 | $4,969,662 | | Andrew S. Levine | — | — | 88,651 | $5,501,073 |

  165. 2025 Option Exercises and Stock Vested

    (1) Amounts reflect the market value of the stock on the day the stock vested.

  166. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth certain information regarding previously deferred non-tax qualified compensation as of December 31, 2025. We have eliminated deferred compensation from our compensation program and no new compensation has been deferred by any of our named executive officers since January 2018. 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.

  167. Nonqualified Deferred Compensation

    | Executive | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1)(2) | Aggregate Earnings/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(1)(4) | | Marc Holliday | — | — | $(1,164,409) | $189,769 | $2,817,060 | | Matthew J. DiLiberto | — | — | — | — | — | | Andrew S. Levine | — | — | — | — | — |

  168. 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, 2024 through December 31, 2025, as calculated based on the closing stock price on the NYSE of one share of our common stock on December 31, 2024 compared to the closing stock price on the NYSE of one share of our common stock on December 31, 2025, plus the aggregate value of dividend equivalent rights paid with respect to all vested and unvested notional units held by each executive during 2025. (3) Represents the aggregate value of dividend equivalent rights paid with respect to all vested and unvested notional units held by each executive during 2025. (4) Based on a per share price of $45.87, which was the closing stock price on the NYSE of one share of our common stock on December 31, 2025.

  169. 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.

  170. Potential Payments Upon Termination or Change in Control

    | 72 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  171. 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, 2025. 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, 2025.

  172. Hypothetical Illustration of Payments upon Termination or Change in Control

    | 76 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  173. 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 2025, the annual total compensation of Mr. Holliday, our PEO, of $17,356,826 as shown in the Summary Compensation Table above, was approximately 264 times the annual total compensation of $65,736 of a median employee calculated in the same manner. We identified the median employee, which includes all hourly paid employees, using the annual base salary and target annual cash incentive compensation, as of December 31, 2025, plus any long-term equity incentive awards granted in 2025 for all individuals (excluding our PEO) who were employed by us on December 31, 2025, the last day of our payroll year, whether employed on a full-time or part-time basis. As of December 31, 2025, 952 of our 1,289 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 $165,823 and the annual total compensation of our PEO would be approximately 105 times such amount.

  174. Pay Ratio Disclosure Rule

    | 78 | SL GREEN REALTY CORP. 2026 PROXY STATEMENT |

  175. 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.

  176. Pay Versus Performance Table

    Pay Versus Performance Table

  177. 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) | | 2025 | 17,356,826 | 959,111 | 4,003,522 | 2,962,659 | 104 | 65 | (96,921) | 5.48 | | 2024 | 20,685,756 | 48,597,262 | 3,550,244(6) | 6,761,944(6) | 146 | 83 | 30,222 | 5.24 | | 2023 | 18,508,171 | 30,796,068 | 6,439,504(6) | 10,630,597(6) | 93 | 80 | (599,337) | 5.48 | | 2022 | 16,660,855 | (11,758,654) | 7,006,710(6) | (2,389,306)(6) | 62 | 77 | (76,303) | 6.76 | | 2021 | 21,088,057 | 32,642,206 | 7,711,773(6) | 11,565,039(6) | 127 | 123 | 480,632 | 6.58 |

  178. 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.

  179. 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 ($)(b) | Compensation Actually Paid to PEO ($) | | 2025 | 17,356,826 | (14,271,656) | (2,126,059) | 959,111 | | 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 |

  180. 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:

  181. Pay Versus Performance Table

    | EXECUTIVE COMPENSATION | 79 |

  182. 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) | | 2025 | 7,822,831 | (7,609,626) | 1,639,360 | (6,876,470) | — | 2,897,846 | (2,126,059) | | 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 |

  183. 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.

  184. COMPENSATION ACTUALLY PAID VS. TSR

    COMPENSATION ACTUALLY PAID VS. TSR

  185. COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME

    COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME

  186. COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME

    | EXECUTIVE COMPENSATION | 81 |

  187. COMPENSATION ACTUALLY PAID VS. NORMALIZED FFO PER SHARE

    COMPENSATION ACTUALLY PAID VS. NORMALIZED FFO PER SHARE