SL GREEN REALTY CORP

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For the period ended Jun 3, 2024. Filed Apr 19, 2024.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2024 · Filed Apr 19, 2024

SLG$50.78-1.5%Stored close · as of Nov 6, 2026

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Annual Director Elections Our directors are elected for one-year terms.

Majority Vote Standard with Director Resignation Policy In an uncontested election (as is the case for this Annual Meeting), our bylaws provide that a majority of all the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board. Further, we have adopted a director resignation policy for directors who fail to receive majority support.

Stockholder Amendments to Bylaws We provide stockholders the right to amend our bylaws by a majority vote without any ownership or holding period limitations.

Proxy Access A stockholder (or a group of up to 20 stockholders) owning 3% or more of outstanding common stock continuously for at least 3 years may nominate, and include in our proxy materials, director candidates constituting up to the greater of two individuals or 20% of the Board, if the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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

CHECK THE APPROPRIATE BOX:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

SL Green Realty Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

As we look back at 2023, the Board is proud of the performance that the SL Green team delivered. Despite the continued challenges facing New York City’s office sector, we persevered and are coming back even stronger. In 2023, we were proud to deliver a total shareholder return of 48%, the highest of our office REIT peers and the third highest of 128 REITs with a market capitalization in excess of $1 billion. We also outperformed the Dow Jones US Office Real Estate Index by nearly 5,000 basis points.

Our major successes this past year included two of the largest real estate transactions in New York City, underscoring the strength of our class-A portfolio. We also substantially completed our redevelopment of One Madison Avenue, another shining example of adaptive reuse of an existing building that will achieve the highest levels of sustainability with a target of LEED v4 Gold.

Our efforts towards creating long-term value are underscored by our ESG principles. In 2023, SL Green’s environmental sustainability endeavors reached a significant milestone as our emissions reduction targets gained approval from the Science Based Target Initiative (SBTi), ensuring they are aligned with the 1.5°C scenario outlined by the UN’s International Panel on Climate Change. Since our validation, SBTi has drafted new industry-specific guidance, which will allow real estate companies to redefine their targets. This shift demonstrates the evolving ESG landscape, which expands reporting requirements. Our sustainable leadership is recognized by our inclusion in the Dow Jones Sustainability Indexes, our Top 10 Ranking for ESG Disclosure by Bloomberg, and our inclusion in Newsweek’s 2023 America’s Most Responsible Companies list, among others.

Vital to the Board’s oversight responsibilities is ongoing outreach and responsiveness to our stockholders. The Board is proud of our commitment to stockholder engagement and track record of responsiveness to stockholder feedback. We have enhanced our proxy disclosure and delivered on our commitments by enhancing executive compensation and incentive design over the years.

With our future tied to the success of New York City, we are not just a developer shaping the city’s skyline or a dedicated employer, but also a partner building value with our tenants and suppliers and a neighbor giving back to our fellow New Yorkers. SL Green, alongside our employees, continues to support the two organizations we established to give back to the NYC communities where we live and work—Food1st and the SUMMIT Foundation. We also continued our partnership with Summer Youth Employment Program (SYEP), the nation’s largest youth employment program. SL Green employees also joined New York Cares’ Stand with Students education initiative, which has provided resources to New York City children affected by food insecurity and financial hardship.

Our business success and contributions as a good corporate citizen are a reflection of the dedication and hard work of our incredible workforce who continuously rise to overcome challenges. Our strong corporate culture is reflected in achieving Great Place to Work® certification again in 2023. Our employees exemplify the excellence of our organization, for whom we are forever thankful.

Directors Betsy S. Atkins and Edwin T. Burton are not standing for re-election at the 2024 Annual Meeting. We thank Betsy and Ed for their invaluable service on the Board, appreciate their contributions especially through the pandemic and wish them the best in their future pursuits.

The Board would also like to thank Andrew Mathias, who has transitioned from his role as President of SL Green. Andrew was a key figure in SL Green’s success as a public company and in building it into the undisputed market leader in New York City. Fortunately, we will continue to have Andrew’s valuable expertise and experience, as he continues to serve on the Board.

The SL Green Board remains committed to providing robust oversight of Management’s execution of the Company’s strategic priorities, safeguarding stockholder assets and creating long-term, sustainable value.

Sincerely,

John H. Alschuler

Lead Independent Director

Edwin T. Burton, III

Craig M. Hatkoff

Betsy S. Atkins

Lauren B. Dillard

Marc Holliday

Chairman of the Board of Directors,

Chief Executive Officer & Interim President

Carol N. Brown

Stephen L. Green

Director and Chairman Emeritus

Andrew W. Mathias

Director

				1

OUR TRACK RECORD OF RESPONSIVENESS

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

· · · Stockholder Outreach following Annual Meeting ·
· · · 2023 · · · 2022 · · · 2021 · · · 2020 · · · 2019 ·
Offered Engagement to stockholders representing approx.	75%	66%	65%	65%	65%
Had one-on-one discussions with stockholders representing approx.	69%	30%	50%	41%	11%
Directors participated in calls with stockholders representing approx.	38%	29%	36%	41%	11%

In line with stockholder feedback received, the Compensation Committee has significantly redesigned SL Green’s executive and director compensation programs to strengthen the alignment of executive pay with Company performance:

	Stockholder Feedback (“What We Heard”)	Actions (“What We Did”)	Impact of Actions (“Why It’s Important”)	2023 / 2024 Features
Fixed Pay	2018: Base salary and deferred compensation provide overlapping fixed pay elements	✓ Retroactively reduced CEO base salary ✓ Eliminated deferred compensation	✓ Reduces fixed pay ✓ Reduces threshold, target and maximum formulaic bonus ✓ Eliminates multiple fixed pay elements	✓ CEO base salary unchanged since 2018 and is the only fixed pay element
Annual Incentives	2018: Annual incentive should focus on metrics within executives’ control 2018: Discretionary annual equity bonus process not clear 2022: Reduce discretion in annual incentives for NEOs	✓ Replaced TSR with operating metrics ✓ In 2023, implemented 60% performance-based annual incentive for CFO	✓ Strengthens link to operational metrics ✓ Reduces discretion ✓ Improves transparency	✓ 100% of CEO annual incentive has formulaic outcome; 60% of CFO annual incentive has formulaic outcome ✓ Up to 100% of annual incentive may be in equity that remains subject to a three-year no-sell restriction
Long-Term Incentives	2018: Retesting feature allows for multiple vesting opportunities 2018: Contracts guarantee equity grants on multi-year basis 2018: Performance period should be longer than one year 2022: Ensure long-term incentives payout in line with stockholder value creation	✓ Eliminated retesting from all long-term incentives ✓ Eliminated guaranteed equity grants ✓ LTIP: annual operating goals with 3-year absolute TSR modifier (50%), and 3-year relative TSR (50%) ✓ In 2023, implemented a vesting cap for relative TSR-based equity	✓ Strengthens rigor of performance-based equity ✓ Eliminates contractual guarantees ✓ Strengthens pay-for-performance link ✓ Improves long-term alignment of executives’ interests ✓ Limits payout at target level when 3-year absolute TSR is negative even if relative TSR outperforms peers	✓ Greater than 60% of CEO’s target equity incentives are in the form of performance-based equity incentives
Other	2018: Compensation program is complicated	✓ Reduced pay elements from 7 to 4	✓ Improves transparency and pay for performance	✓ Simple, transparent compensation structure
2018: Director compensation is high relative to peers	✓ Reduced director compensation by $65,000 since 2019	✓ Improves alignment of pay relative to peers	✓ Reduced director pay since 2019
2023: Reduce NEO perquisites cost	✓ Eliminated auto- mobile benefits for NEOs	✓ Aligns perquisites with industry best practices	✓ No excessive benefits for NEOs
✓ 92.3% of Mr. Holliday’s Total Direct Compensation for 2023 was at risk and approximately 12.5% lower than the total compensation amount set forth in the Summary Compensation Table.

	2			SL GREEN REALTY CORP. 2024 PROXY STATEMENT

In addition to the compensation changes outlined above, the SLG Board has also effected changes to design, practices, and disclosure related to our Board composition, corporate governance and Environmental & Social matters.

	Board Composition & Corporate Governance	Environmental & Social
2018	✓ Amended bylaws to permit stockholders to amend bylaws by a majority vote	✓ Committed to reduce GHG emissions intensity 30% by 2025 ✓ Achieved CDP score of “B” as first time responder
2019	✓ Transition of Stephen L. Green from Chairman to “Chairman Emeritus”	✓ Committed to >$2M in annual donations to NYC charities ✓ #1 scoring REIT for ESG Disclosures on Bloomberg World Index ✓ Achieved GRESB Green Star designation as a first-time responder and an “A” rating on GRESB’s Public Disclosure Report
2020	✓ Completed declassification of the Board with all directors elected for one-year terms	✓ Launched not-for-profit Food1st to serve first responders and food-insecure New Yorkers, while revitalizing NYC’s restaurants ✓ Released first formal SASB disclosures
2021	✓ Committed to enhancing Board diversity by 2022 annual meeting	✓ Published first formal TCFD report ✓ Donated $6M to more than 70 not-for-profit organizations
2022	✓ Appointed Carol Brown, enhancing Board diversity	✓ Expanded Scope 3 disclosures and committed to emissions reduction through SBTi ✓ Increased racial diversity of all newly hired employees in 2022 to 76%
2023/2024	✓ Continued board succession plan: retirement of John Levy, Ed Burton and Betsy Atkins ✓ Termination of Chairman Emeritus’ retainer ✓ Anticipate appointing a new Board member in 2024	✓ Validated Scope 1 and 2 emissions reduction targets in line with 1.5°C pathway through SBTi ✓ Published updated TCFD Report ✓ Recognized by Newsweek as one of “America’s Most Responsible Companies 2023” ✓ Conducted “ESG Materiality Assessments” to identify highly valued environmental, social, and governance topics important to our business and key stakeholders

	2024 PROXY STATEMENT HIGHLIGHTS			3

2024 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

	Election of Directors • The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated seven directors for re-election to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify.	The Board recommends a vote FOR each Nominee. SEE PAGE 11
John H. Alschuler Carol N. Brown Lauren B. Dillard	Stephen L. Green Craig M. Hatkoff	Marc Holliday Andrew W. Mathias
• Our nominees represent a Board that has a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender. • Each nominee has key skills that we believe are valuable to the effective oversight of the Company and the execution of our strategy.
	Advisory Approval of Executive Compensation • At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that strives to align stockholder value with the economic interests of our management team. • We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive New York City real estate market, to align management and stockholder interests and to continue to drive our long-term track record of superior return to stockholders.	The Boardrecommends a vote FOR this proposal. SEE PAGE 41
	Ratification of Independent Registered Public Accounting Firm • The Audit Committee of the Board has appointed the accounting firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. • The Audit Committee and the Board believe that the appointment of Deloitte & Touche LLP is in the best interest of the Company and its stockholders.	The Boardrecommends a vote FOR this proposal. SEE PAGE 83

	4			SL GREEN REALTY CORP. 2024 PROXY STATEMENT

BUSINESS OVERVIEW AND HIGHLIGHTS

Exceptional 2023 Stock Performance

Over 48% One-Year Total Shareholder Return—leading the sector as #1 among Office REITs and NYC Peers

Outperformed Dow Jones US Office Real Estate Index bynearly 5,000 basis points

Active, Responsible and Engaged Business Strategy

SLG does not subscribe to a traditional “buy and hold” strategy and is a very active transaction-oriented company

We are focused principally on the Manhattan market, where we have significant experience and valuable insights

We consider sustainability as a value driver and are committed to maintaining our ESG industry leadership while reducing our environmental impact

We execute more transactions than many of our competitors over a much longer, multi-year period

Accordingly, we frequently capitalize on opportunities in the market, maximizing returns

Delivering Sustained Value for All Our Stakeholders

We understand that mitigation of climate change risks and reducing emissions serve as opportunities to maximize the value of our portfolio for our stakeholders, including building tenants, investors and employees

We have integrated our ESG framework throughout the business

We are governed by environmental and social policies that are intended to guide sustainable operations, contribute to effective risk management and positively impact our stockholders, employees, tenants, and community

We have positioned ourselves as leaders in ESG, improving environmental performance through upgrades driven by energy efficiency and executing initiatives centered on the health and wellness of our tenants and occupants

	97%			23M
	Of Reporting Properties(1) Hold a Green Building Certification (LEED, ENERGY STAR, and/or BOMA 360)			Square Feet Earned the WELL Health- Safety Rating

(1)

Reporting properties are listed on page 2 of SL Green’s 2023 ESG Report found under the “Sustainability—Reports and Resources” section of our corporate website at www.slgreen.com and include properties where SL Green maintained ownership and direct operational control for the full 2022 calendar year. The information found on our website or in our 2023 ESG Report is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC.

	2024 PROXY STATEMENT HIGHLIGHTS			5

STOCKHOLDER-FRIENDLY CORPORATE

GOVERNANCE & INDEPENDENT OVERSIGHT

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

			Diversity Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender
			50% of our independent Board nominees are diverse, including gender and racial/ethnic diversity
			Experience Our Board nominees have broad experience serving on public boards in industries relevant to the Company
			43% of our Board nominees currently serve or have served on the Boards of other publicly traded companies
			Leadership Our Board nominees have strong corporate leadership backgrounds such as being CEO, CFO or holding other executive positions
			86% of our Board nominees currently serve or have served as CEO or in senior leadership positions

	6			SL GREEN REALTY CORP. 2024 PROXY STATEMENT

Compensation Program Highlights

Simplified Pay Elements with Continued Emphasis on At-Risk Compensation

To align with stockholder feedback, our compensation structure has been updated in recent years to include just four pay elements:

	Pay Element	Key Characteristics
FIXED	Annual Base Salary	Represents the only fixed pay element
No change in CEO base salary since 2018
AT-RISK	Annual Bonus	Determined 100% formulaically for our CEO based on metrics that directly correspond to our strategy Up to 100% of annual incentive can be received in equity that remains subject to a three-year no-sell restriction
For 2023, CFO annual bonus determined 60% formulaically based on same metrics used to determine CEO annual bonus
Performance-Based Equity Awards	Awards are based (i) 50% on performance against annual operating goals, subject to an absolute TSR modifier over a three-year performance period, and (ii) 50% on relative TSR over a three-year performance period, subject to a vesting cap if absolute TSR is negative
Greater than 60% of CEO’s target equity incentives are in the form of performance-based equity incentives
Time-Based Equity Awards	Multi-year time-based equity awards that vest based on continued service, and are subject to a no-sell restriction for three years after grant date

Majority of 2023 Pay at Risk

	92.3% of Mr. Holliday’s Total Direct Compensation was at risk and approximately 12.5% lower than the total compensation amount set forth in the Summary Compensation Table.

	2024 PROXY STATEMENT HIGHLIGHTS			7

ESG HIGHLIGHTS

ESG Oversight

Given the importance of ESG, the Board has specifically designated the oversight of ESG matters, including related strategy and risk to the Nominating and Corporate Governance Committee.

	8			SL GREEN REALTY CORP. 2024 PROXY STATEMENT

Key ESG Achievements

ESG Leadership	IndustryLeadership	BuildingCertifications	Awards &Accolades
Highest Scoring U.S. Office REIT		Validated Science-Based Targets with SBTi		12 Buildings Certified — 11.4M SF	Partner of the Year Sustained Excellence 2018-2023
Top 20% of all GRESB Participants		Early Adopter for TCFD Global Risk Disclosure		22 Buildings Certified — 20M SF	Green Lease Leader Platinum 2023-2026
R-FactorTM Score Leader (Top 10%)		Mayor’s Carbon Challenge Participant — Goal Achieved		29 Buildings Certified — 26M SF	Newsweek America’s Most Responsible Companies 2023
95th Percentile Ranking of Global Peer Set		Net Zero by 2050 Goal − Aligned		25 LEED Certified Buildings — 25M SF	S&P Global Sustainability Yearbook Member 2022-2024
Top 10 ESG Disclosure Score Among REITs Listed on Russell 1000 Index		NYSERDA Partnership for Workforce Training		8 Buildings Certified — 10M SF	Great Place to Work Certified 2019, 2022-2023

			SL GREEN REALTY CORP.One Vanderbilt AvenueNew York, New York 10017-3852			9

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

			Date & Time June 3, 2024 10:00 AM, Eastern Time					Location The auditorium at One Vanderbilt Avenue, New York, New York					Record Date March 28, 2024

Dear Stockholder:

You are invited to attend the 2024 Annual Meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on June 3, 2024 at 10:00 a.m., Eastern Time in the auditorium at One Vanderbilt Avenue, New York, New York. We strongly encourage you to vote your shares by proxy prior to the Annual Meeting.

Items of Business—the Annual Meeting will be held for the following purposes:


To elect the seven director nominees named in the proxy statement to serve on the Board of Directors for a one-year term and until their successors are duly elected and qualify PAGE 11		To hold an advisory vote on executive compensation PAGE 41	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 PAGE 83
	Vote FOR			Vote FOR	Vote FOR

In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof. Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned, or to which the annual meeting may be postponed. The Board of Directors has fixed the close of business on March 28, 2024 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. By Order of the Board of Directors,	Voting Your vote is very important to us. Please vote as soon as possible by one of the methods shown below:
	By Internet Visit www.proxyvote.com	By Telephone Call 1-800-454-8683
	By Tablet or Smartphone Scan this QR code to vote with your mobile device
Whether or not you plan to attend the Annual Meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone by following the instructions on the website indicated in the Notice of Internet Availability of Proxy Materials that you received in the mail. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you attend the Annual Meeting, you may vote during the Annual Meeting if you wish, even if you previously have signed and returned your proxy card. You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the Annual Meeting. To be admitted to the Annual Meeting, you will be required to present a recent brokerage statement or other evidence of your ownership of our stock as of the record date of the Annual Meeting. Please note that if your shares are held of record by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares voted.
Andrew S. Levine Secretary New York, New York April 19, 2024	Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 3, 2024. This proxy statement and our 2023 Annual Report to Stockholders are available at http://www.proxyvote.com

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