SEC Form DEF 14A filed by SL Green Realty Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )

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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,

OUR TRACK RECORD OF RESPONSIVENESS

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

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:

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.

2024 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

BUSINESS OVERVIEW AND HIGHLIGHTS

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​	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	​

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	​

​	​	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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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:

Majority of 2023 Pay at Risk

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.

Key ESG Achievements

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

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:

TABLE OF CONTENTS

​	LETTER TO STOCKHOLDERS​				​	​	​	​	​	​	​
​	2024 PROXY STATEMENT HIGHLIGHTS​				​	​	​	​	3	​	​
​	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS​				​	​	​	​	9	​	​
​	OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​				​	​	​	​	11	​	​
​	Proposal 1: Election of Directors	​	​		​	​	​	​	11	​	​
​	Information Regarding the Director Nominees				​	​	​	​	12	​	​
​	Board Structure and Independence				​	​	​	​	23	​	​
​	Board Committees				​	​	​	​	25	​	​
​	Corporate Governance				​	​	​	​	29	​	​
​	Director Compensation				​	​	​	​	38	​	​
​	EXECUTIVE OFFICERS​				​	​	​	​	40	​	​
​	EXECUTIVE COMPENSATION​				​	​	​	​	41	​	​
​	Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers	​	​		​	​	​	​	41	​	​
​	Compensation Discussion and Analysis				​	​	​	​	42	​	​
​	Compensation Committee Report				​	​	​	​	66	​	​
​	Executive Compensation Tables				​	​	​	​	67	​	​

​	AUDIT COMMITTEE MATTERS​				​	​	​	​	81	​	​
​	Audit Committee Report				​	​	​	​	81	​	​
​	Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	​	​		​	​	​	​	83	​	​
​	Pre-Approval Policies and Procedures of our Audit Committee				​	​	​	​	84	​	​
​	Fee Disclosure				​	​	​	​	84	​	​
​	STOCK OWNERSHIP INFORMATION				​	​	​	​	85	​	​
​	Security Ownership of Certain Beneficial Owners and Management				​	​	​	​	85	​	​
​	Delinquent Section 16(a) Reports				​	​	​	​	87	​	​
​	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS				​	​	​	​	88	​	​
​	OTHER INFORMATION​				​	​	​	​	90	​	​
​	Questions and Answers about the Annual Meeting				​	​	​	​	90	​	​
​	Other Matters				​	​	​	​	93	​	​
​	APPENDIX​				​	​	​	​	A-1	​	​

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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 2024 Annual Meeting, based upon information furnished by each director.

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If our full slate of director nominees is elected at the Annual Meeting, then following the Annual Meeting, Board committee membership will be as follows: Audit Committee—Lauren B. Dillard (Chair), Carol N. Brown and Craig M. Hatkoff; Compensation Committee—Lauren B. Dillard (Interim Chair), John H. Alschuler and Carol N. Brown; Nominating and Corporate Governance Committee—Craig M. Hatkoff (Chair), John H. Alschuler and Carol N. Brown; and Executive Committee—Marc Holliday (Chair), John H. Alschuler, Steven L. Green and Andrew W. Mathias. Ms. Dillard will chair the Compensation Committee on an interim basis following the Annual Meeting, pending the appointment of a replacement chairperson.

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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.

Following the Annual Meeting, our Board will include two female directors, including one racially/ethnically diverse director.

Director Nominees

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JOHN H. ALSCHULER Lead Independent Director Director Since: 1997 Age: 76 SL Green Board Service: • Nominating and Corporate Governance Committee ​ • Executive Committee ​

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

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CAROL N. BROWN Independent Director Director Since: 2022 Age: 54 SL Green Board Service: • Compensation Committee ​ • Nominating and Corporate Governance Committee ​

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

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LAUREN B. DILLARD Independent Director Director Since: 2016 Age: 48 SL Green Board Service: • Audit Committee ​ • Compensation Committee, Chair ​

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

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STEPHEN L. GREEN Director Director Since: 1997 Age: 86 SL Green Board Service: • Executive Committee ​

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

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CRAIG M. HATKOFF Independent Director Director Since: 2011 Age: 70 SL Green Board Service: • Audit Committee ​ • Nominating and Corporate Governance Committee, Chair ​

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

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MARC HOLLIDAY Chairman of the Board, Chief Executive Officer & Interim President Director Since: 2001 Age: 57 SL Green Board Service: • Executive Committee, Chair ​

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

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ANDREW W. MATHIAS Director Director Since: 2014 Age: 50 SL Green Board Service: • Executive Committee ​

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​		​	​	Executive Leadership	​	​		​	​	Finance/Capital Markets	​
​		​	​	Risk Management	​	​		​	​	REIT/Real Estate Industry	​
​		​	​	Experience Over Several Business Cycles	​	​		​	​	Talent Management	​
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Board Refreshment and Diversity

Led by our Nominating and Corporate Governance Committee, the Board engages in ongoing director succession planning, including a focus on refreshing the membership and leadership of the Board and its Committees and enhancing the level of diversity. In January 2019, the leadership of the Board was transitioned from Stephen L. Green, our founder and Chairman of the Board for over 20 years, to Marc Holliday, who also serves as our Chief Executive Officer and Interim President. Mr. Green continues to serve as a director and as our Chairman Emeritus.

In March 2022, we added Carol N. Brown to our Board as an independent director, for a total of three women on the Board, including one racially/ethnically diverse director. As part of our Board succession planning, Ms. Atkins and Mr. Burton have not been renominated for election and will retire from our Board at our 2024 Annual Meeting of stockholders. We appreciate their years of dedication and service to the Company. In connection with their departures, we anticipate appointing a new Board member during 2024.

Identification of Director Candidates

HOW WE IDENTIFY AND CONSIDER DIRECTOR NOMINATIONS

NCGC Director Recruitment Process

Our Nominating and Corporate Governance Committee assists the Board in identifying and reviewing director candidates and recommends director nominees to the Board to be considered for election at our Annual Meeting of stockholders. Our Nominating and Corporate Governance Committee adopted a written policy on the criteria and process of identifying and reviewing director candidates. Each director candidate must have:

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education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company’s business or to its status as a publicly owned company;

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an unblemished reputation for integrity;

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a reputation for exercising good business judgment; and

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sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed.

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The Nominating and Corporate Governance Committee ensures that the potential nominee is not an employee or agent of and does not serve on the board of directors or similar managing body of any of our competitors and determines whether the potential nominee has an interest in any transactions to which we are a party.

In making recommendations to the Board, our Nominating and Corporate Governance Committee also considers such factors as it deems appropriate, in light of the skills, qualifications and background of the Board’s current composition and the opportunities and challenges the Board anticipates in the future. The Nominating and Corporate Governance Committee may consider the following:

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the candidate’s diversity, including with respect to gender, race, ethnicity, nationality, country of origin, or cultural background and perspectives;

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the candidate’s industry knowledge and experience;

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any actual or potential conflicts of interest and whether the candidate meets the NYSE independence criteria;

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the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board;

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qualifications to serve on appropriate Board committees (including financial acumen);

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technological literacy;

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strategic insight;

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ability to introduce the Company to business or other opportunities;

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reputation in the corporate governance community;

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risk management skills; and

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the candidate’s knowledge in the area of cybersecurity.

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In 2022, the Nominating and Corporate Governance Committee engaged Spencer Stuart to help us identify potential nominees to our Board and requested that Spencer Stuart present diverse candidates in their slate of recommendations, including gender and ethnic/racial diversity. We appointed Carol N. Brown to our Board in March 2022.

Stockholder Recommendations of Director Candidates

Our Nominating and Corporate Governance Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating all other candidates. Any recommendations by stockholders are to follow the procedures outlined under “Other Information—Other Matters—Stockholder Proposals and Nominations” in this proxy statement and should provide the reasons supporting a candidate’s recommendation, the candidate’s qualifications and the candidate’s written consent to being considered as a director nominee.

BOARD STRUCTURE AND INDEPENDENCE

Board Leadership Structure

The Board currently consists of nine members. The current leadership structure of the Board consists of Marc Holliday, who serves as the Chairman of the Board and our Chief Executive Officer and Interim President, John Alschuler, who serves as our Lead Independent Director, and the independent directors who serve as Chairs for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. With 20 years of experience leading the Company, Mr. Holliday is uniquely qualified to serve as the Chairman of the Board, and the Board believes that Mr. Holliday’s combined role as Chairman of the Board and Chief Executive Officer, together with the participation of other members of management and independent directors in its leadership structure, helps promote unified leadership and direction for the Company and the Board while also ensuring appropriate independent oversight of management by the Board.

Lead Independent Director

The Board believes that having a Lead Independent Director improves the overall functioning of the Board and strengthens the ability of the independent directors to effectively exercise independent oversight of management during periods when the Chairman of the Board is not an independent director. The Lead Independent Director is appointed by the independent directors on the Board, and has a number of responsibilities that help facilitate communication among our independent directors and between our independent directors and our Chief Executive Officer and Chairman, and ensure appropriate independent oversight of management by the Board.

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JOHN H. ALSCHULER Lead Independent Director since 2010

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Board and Committee Self-Evaluations

The Board believes that good governance can only be achieved through rigorous self-evaluation. Each year, our Nominating and Corporate Governance Committee establishes formal self-assessment procedures that are consistent with our Governance Principles, NYSE listing requirements and best practices identified during prior self-evaluations. The Board also engages with stockholders and third party advisers throughout the year to discuss corporate governance practices, and to ensure that the Board and its committees follow practices that are optimal for the Company and its stockholders while also delivering superior total return.

Board Evaluation Process

Director Independence

Our Governance Principles provide that a majority of our directors serving on the Board must be independent as required by the listing standards of the NYSE. In addition, the Board adopted director independence standards that assist the Board in making its determinations with respect to the independence of directors. The Board has reviewed all relevant facts and circumstances and considered all applicable relationships of which the Board had knowledge, between or among the directors and the Company or our management (some of such relationships are described in the section of this proxy statement entitled “Certain Relationships and Related Party Transactions”). Based upon this review, the Board has determined that each of the following director nominees has no direct or indirect material relationship with us and is independent under the listing standards of the NYSE and our director independence standards: Mses. Carol N. Brown and Lauren B. Dillard and Messrs. John H. Alschuler, and Craig M. Hatkoff. In addition, the Board previously determined that John S. Levy, who served as a director until June 2023, and Ms. Betsy S. Atkins and Mr. Edwin T. Burton who are not standing for reelection were independent under the listing standards of the NYSE and our director independence standards. The Board has determined that Messrs. Stephen L. Green, Marc Holliday and Andrew W. Mathias, our three other directors, are not independent.

Executive Sessions of Non-Management Directors

Our Governance Principles require the non-management directors serving on the Board to meet in an executive session at least annually without the presence of any directors or other persons who are part of our management. In accordance with such requirement, the independent directors meet in executive sessions from time to time on such a basis. The executive sessions are regularly chaired by our Lead Independent Director.

Communications with the Board

We have a process by which stockholders and/or other parties may communicate with the Board, individual directors (including the independent directors) or independent directors as a group. Any such communications may be sent to the Board or any named individual director (including the independent directors), by U.S. mail or overnight delivery and should be directed to Andrew S. Levine, Secretary, at SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852. Mr. Levine will direct all such communications to the intended recipient or recipients. Any such communications may be made anonymously.

Director Attendance

The Board held six meetings during fiscal year 2023, and all directors attended 75% or more of the Board meetings and meetings of the committees on which they served during the periods they served during fiscal year 2023. In addition to participating in formal meetings, our Board members regularly communicate with each other, members of management and advisors and take action by written consent.

We encourage each member of the Board to attend each annual meeting of stockholders. Three of our directors attended the annual meeting of stockholders held on June 5, 2023.

BOARD COMMITTEES

The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. The current charters for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our corporate website at www.slgreen.com under the “Investors—Corporate Governance” section. Further, we will provide a copy of these charters without charge to each stockholder upon written request. Requests for copies should be addressed to Andrew S. Levine, Secretary, at SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852. From time to time, the Board also may create additional committees for such purposes as the Board may determine. The information found on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC.

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AUDIT COMMITTEE Members Edwin T. Burton, III (Chair) Betsy S. Atkins Lauren B. Dillard Craig M. Hatkoff Meetings in 2023: 12

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COMPENSATION COMMITTEE Members Lauren B. Dillard (Chair) Carol N. Brown Edwin T. Burton III Meetings in 2023: 2 In addition to participating in formal meetings, our Compensation Committee members regularly communicate with each other, members of management and advisors and take action by written consent.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Members Craig M. Hatkoff (Chair) John H. Alschuler Betsy S. Atkins Carol N. Brown Meetings in 2023: 2 In addition to participating in formal meetings, our Nominating and Corporate Governance Committee members regularly communicate with each other, members of management and advisors and take action by written consent.

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EXECUTIVE COMMITTEE Members Marc Holiday (Chair) John H. Alschuler Stephen L. Green Andrew W. Mathias Meetings in 2023: 0 Our Executive Committee was not required to take any actions by written consent during fiscal year 2023, as all matters within its authority were approved by the Board.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

Board Oversight of Strategy

One of the most important functions of the Board relates to its role in formulating and overseeing the execution of our business strategy. In order to do this, the Board:

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actively participates with management in the formulation and refinement of our business strategy to help ensure that our strategic goals are thoughtfully constructed and well-articulated;

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periodically meets with our management and external advisors in full day or multi-day sessions focused on long-term strategic planning;

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no less than quarterly, receives updates from management regarding internal progress toward strategic goals and changes in market conditions and external strategic opportunities and challenges in order to assist our management in refining its business strategy and reacting to particular opportunities or challenges that arise;

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monitors and evaluates performance through these regular updates and by actively engaging in dialogues with our senior management team;

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discusses aspects of our business strategy at every meeting, and includes key elements of our strategy in the work performed by the committees of the Board; and

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oversees financial and operational performance, non-financial measures, including sustainability, social and governance goals.

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The Board believes that, through these ongoing efforts, it is able to focus on our performance over the short, intermediate and long term to secure the continuing health and success of the business for our stockholders.

Enterprise Risk Management Oversight

All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that the Board leadership structure supports this approach.

Stockholder Outreach

The Board believes that engaging in stockholder outreach is an essential element of strong corporate governance. We strive for a collaborative approach to issues of importance to investors and continually seek to better understand the views of our investors on key topics.

Following the 2023 annual meeting, the Company:

Stockholder Amendments to Bylaws

Our bylaws provide our stockholders the right to amend our bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter. As amended, our bylaws do not place any limitations on stockholder proposals to amend our bylaws beyond the advance notice provisions that apply to all stockholder proposals. Accordingly, all of our stockholders now have the right to propose any amendments to our bylaws that are permitted by applicable law and, if any such amendment is approved by the affirmative vote of a majority of the votes entitled to be cast on the matter, it will become effective.

Declassified Board

Our Board is fully declassified, and our directors are elected for one-year terms as of our 2020 annual meeting.

Proxy Access

We have adopted a proxy access bylaw provision, enabling our stockholders to include their own director nominees in our proxy materials along with candidates nominated by the Board, so long as stockholder-nominees meet certain requirements, as set forth in our bylaws. For more information on our proxy access bylaw, see the section entitled “Other Information—​Other Matters—Stockholder Proposals and Nominations.”

Majority Voting Standard and Director Resignation Policy

We have a majority voting standard for director elections. In an uncontested election (as is the case for this Annual Meeting), our bylaws provide that a majority of all the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board. This means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee, with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee. With respect to a contested election, a plurality of all of the votes cast is sufficient for the election of directors. For this purpose, a contested election is deemed to occur at any meeting of stockholders for which the Secretary determines that the number of nominees or proposed nominees exceeds the number of directors to be elected at such meeting as of the seventh day preceding the date the Company files its definitive proxy statement for such meeting with the SEC (regardless of whether or not thereafter revised or supplemented).

If a nominee who currently is serving as a director receives a greater number of votes “against” his or her election than votes “for” such election in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Governance Principles, any nominee for election as a director in an uncontested election who receives a greater number of votes “against” his or her election than votes “for” such election must, within ten business days following the certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and, within 60 days following the date of the stockholders’ meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of the resignation.

The Board will then take formal action on the recommendation no later than 90 days following the date of the stockholders’ meeting at which the election occurred. In considering the recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and such additional factors, information and alternatives as the Board deems relevant. We will publicly disclose, in a Form 8-K filed with the SEC, the Board’s decision within four business days after the decision is made. The Board also will provide, if applicable, the Board’s reason or reasons for rejecting the tendered resignation.

Environmental Social & Governance (ESG)

Our ultimate sustainability goal is to create long-term social, cultural, financial, and environmental benefits for our stakeholders—our investors, our partners, our tenants, our employees, and our community members. The success of our sustainability program is driven by the guidance from our Board of Directors and the leadership of our executive management team. We depend on our best-in-class team to fully integrate and apply the organization’s ESG principles into day-to-day operations.

Delivering Value for All Our Stakeholders

Governance Principles

The Board adopted Governance Principles that address significant issues of corporate governance and set forth procedures by which the Board carries out its responsibilities. Among the areas addressed by the Governance Principles are director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, annual performance evaluation of the Board and management responsibilities. Our Nominating and Corporate Governance Committee is responsible for, among other things, assessing and periodically reviewing the adequacy of the Governance Principles and will recommend, as appropriate, proposed changes to the Board. Although there is no one-size-fits all approach to corporate governance, we believe that our Governance Principles are aligned with the expectations of our stockholders, including the Investor Stewardship Group (ISG) and the ISG Corporate Governance Principles.

Code of Ethics

The Board adopted a Code of Ethics that applies to our directors, executive officers and employees. The Code of Ethics is available on our website at https://slgreen.gcs-web.com/corporate-governance. The Code of Ethics is designed to assist our directors, executive officers and employees in complying with legal requirements and in resolving moral and ethical issues that may arise, and in complying with our policies and procedures. Among the areas addressed by the Code of Ethics are legal compliance, conflicts of interest, use and protection of the Company’s assets, confidentiality, communications with the public, accounting matters, records retention, fair dealing, discrimination, harassment and health and safety. We intend to disclose on our corporate website, at the address listed above, any amendment to, or waiver of, any provisions of this Code applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.

Whistleblowing and Whistleblower Protection Policy

We have adopted a Whistleblowing and Whistleblower Protection Policy pursuant to which our employees must report if they observe, suspect or become aware of a violation of applicable laws, regulations, or business ethics standards, and pursuant to which the Audit Committee established procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (2) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. If you wish to contact our Audit Committee to report complaints or concerns relating to the financial reporting of the Company, you may do so in writing to the Chair of our Audit Committee, c/o Andrew S. Levine, Secretary, SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852. Any such communications may be made anonymously.

Additional Information

You are encouraged to visit the “Investors—Corporate Governance” section of our corporate website at www.slgreen.com to view or obtain copies of our committee charters, Code of Ethics, Governance Principles and director independence standards. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC. You also may obtain, free of charge, a copy of the respective charters of our committees, Code of Ethics, Governance Principles and director independence standards by directing your request in writing to SL Green Realty Corp., One Vanderbilt Avenue, New York, New York 10017-3852, Attention: Investor Relations.

Lobbying, Political Contributions and Trade Associations

The Company believes that participation in the public policy process is an important and essential means of enhancing stockholder value. Our efforts in this area are directly overseen by our chief executive officer and reviewed periodically by the full Board and on an ongoing basis by our legal department to ensure compliance with applicable laws.

DIRECTOR COMPENSATION

Director Compensation Process

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

Most recently, in December 2023, the Compensation Committee again conducted a full review of our director compensation in consultation with FTI Consulting. No changes were implemented as a result of that review.

Elements of Director Compensation

Only non-employee Directors are compensated for service on the Board. During the fiscal year ended December 31, 2023, the fees for non-employee Directors were:

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.

2023 Director Compensation

Directors of the Company who are also employees receive no additional compensation for their services as directors. The following table sets forth information regarding the compensation paid to our non-employee directors for their service during the fiscal year ended December 31, 2023.

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(1)

Mr. Levy deferred all of his 2023 cash compensation and Mr. Alschuler deferred $33,750 of his 2023 cash compensation pursuant to our Non-Employee Directors’ Deferral Program. Mr. Levy elected to receive his deferred 2023 cash compensation in the form of phantom stock units and Mr. Hatkoff elected to receive $6,250 of his 2023 cash compensation in the form of shares of our common stock. Accordingly, our non-employee directors received the following phantom stock units or shares of our common stock with respect to the portion of their 2023 cash compensation that they elected to defer or receive in stock, as applicable: Mr. Levy received 1,004 units and Mr. Hatkoff received 183 shares.

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(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 2023, excluding shares of our common stock and phantom stock units credited in lieu of annual fees and meeting fees.

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(3)

There were no stock options granted to members of the Board in 2023.

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(4)

Represents monthly retainer fees paid pursuant to the chairman emeritus agreement we entered into with Mr. Green in connection with his retirement as Chairman of the Company in January 2019, as amended by a letter agreement in March 2022. Under the letter agreement, Mr. Green received reduced monthly retainer fees for 2022 and 2023, and ceased to receive any retainer fee beginning January 1, 2024. Further information on the agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Chairman Emeritus Agreement” on page 88.

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(5)

Mr. Levy retired as a director in June 2023.

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