Table of ContentsTABLE OF CONTENTS

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:
☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 14a-12

☑      Filed by the Registrant            ☐      Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☑
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under §240.14a-12
​
[MISSING IMAGE: lg_slgreen-4c.jpg]
SL Green Realty Corp.

​
(Name of Registrant as Specified In Its Charter)
​
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑
No fee required
​
☐
Fee paid previously with preliminary materials
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
​
TABLE OF CONTENTS
[MISSING IMAGE: cv_ofc-4clr.jpg]
TABLE OF CONTENTS​
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
Independent Director
Craig M. Hatkoff
Independent Director
Betsy S. Atkins
Independent Director
Lauren B. Dillard
Independent Director
Marc Holliday
Chairman of the Board of Directors,
Chief Executive Officer & Interim President
Carol N. Brown
Independent Director
Stephen L. Green
Director and Chairman Emeritus
Andrew W. Mathias
Director
​
TABLE OF CONTENTS
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):​​​​1
   		​
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.
​​​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 PayNo fee required.​​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 IncentivesFee computed​​
2018: Annual incentive should focus on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.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​1) Title​
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 each classperformance-based equity
​
✓
Eliminates contractual guarantees
​
✓
Strengthens pay-for-performance link
​
✓
Improves long-term alignment of securities to which transaction applies: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​2) Aggregate number of securities​2018: Compensation
program is complicated		​​
✓
Reduced pay elements from 7 to which transaction applies:4
​
​​
✓
Improves transparency and pay for performance
​
​​
✓
Simple, transparent compensation structure
​
​
​2018: Director compensation is high relative to peers​3) Per unit price or other underlying value​
✓
Reduced director compensation by $65,000 since 2019
​
​​
✓
Improves alignment of transaction computed pursuantpay relative to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):peers
​
​​
✓
Reduced director pay since 2019
​
​
​2023: Reduce NEO perquisites cost​4) Proposed maximum aggregate value of transaction:​
✓
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.
​
​
TABLE OF CONTENTS
​5) Total fee paid: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​
☐​2018Fee paid previously with preliminary materials:​​
✓
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
​
​
☐​2019Check box if any part​​
✓
Transition of the fee is offsetStephen 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 provided by Exchange Act Rule 0-11(a)(2)a first-time responder and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.an “A” rating on GRESB’s Public Disclosure Report
​
​
​2020​1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:


Table of Contents


2016

Proxy

Statement

April 22, 2016



Table of Contents

2016 PROXY STATEMENT HIGHLIGHTS


Business Highlights

During2015, our CEO and other executive officers led us to achieve strong operational and financial results, including the following:

Growth in FFO Per Share

Funds From Operations Per Share ($)

23.6%overall growth in FFO per share since 2013

More than doublethe average of our office REIT
peers over the same period

Same-store Net Operating Income

Year-over-year ($ millions)

4.6%growth, which built on 3.0% and
3.5% growth in 2013 and 2014

Outstanding Leasing Results


2,255,733 square feet of Manhattan office leases signed at a mark-to-market of15.3%, which improved our Manhattan same-store occupancy to97.1% as of December 31, 2015

Over$3.4 billion of accretive real estate acquisitions, which were funded in part by over$1.7 billion of real estate dispositions

General and administrative, or G&A, expense as a percentage of total assets that was the lowest among our office REIT peers

Achievement of full investment grade ratings for our unsecured debt and addition to the S&P 500 Index

​
Continued superior long-term total return to stockholders, or TRS, as, even in a year where REITs underperformed other sectors of the market, our 15-year TRS performance is best among our office REIT peers

2016 Proxy Statement  1


Table of Contents

2016 PROXY STATEMENT HIGHLIGHTS

Executive Compensation Highlights

Stockholder Engagement and Support
Our responses to stockholder concerns:

Outreach to holders of over65%of our outstanding common stock

Say-on-pay approvedevery year since it was first introduced in 2011;66.4% votes cast in favor in 2015

Peer Group – Removed NYC-based asset managers

Annual Cash Bonus Program – 100% formulaic in 2016 for top three

Employment Agreement Equity Awards – 100% performance-based for CEO and President; increased performance hurdles

Outperformance Plans – relative TRS component incorporated; robust performance hurdles used; no single trigger acceleration

Executive Chairman Compensation – reductions in annual bonus for 2015 and going forward; no participation in future outperformance plans

Focus on Variable Pay Linked to Performance and Equity-Based Compensation

2014 OPP - Robust Hurdles         

Our focus on equity-based compensation together with our robust CEO stock ownership guideline of8xbase salaryassists in creating long-term alignment with our stockholders

Reduction in Annual Bonuses for 2015

CEO’s annual bonus was reduced by $1,000,000, or 12.5%, primarily as a result of our disappointing short-term TRS performance balanced against our continued superior long-term TRS performance and strong operational performance during 2015

New Employment Agreement with Chief Executive Officer

In February 2016, we entered into a new employment agreement with our CEO, which included the following key provisions:

✓Three-year term with no automatic renewals
✓Reasonable cash severance multiples (1x without change in control; 3x with change in control)
✓24% reduction in number of LTIP units subject to employment agreement awards
✓100% performance-based vesting for employment agreement awards
✓Staggered option grants during term
✓Increased maximum hurdle for performance-based awards
✗No Section 280G tax gross-up provisions
✗No single trigger change in control payments
✗No single trigger change in control vesting acceleration
✗No guaranteed bonuses
✗No mandatory accelerated vesting of ungranted employment agreement awards upon termination without a change in control

2 SL Green Realty Corp.


Table of Contents

2016 PROXY STATEMENT HIGHLIGHTS

Corporate Governance Highlights

Stockholder Engagement

Since our 2015 annual meeting, members of our senior management team and our Lead Independent Director engaged with many of our largest institutional investors, representing ownership of more than 65% of our outstanding common stock.

Proxy Access
In March 2016, we adopted a proxy access bylaw which permits:

A stockholder
(or a group of up to20 stockholders)

3% / 3-years



Owning 3% or more of our outstanding common stock continuously for at least three years

2 candidates / 20%

To nominate and include in our proxy materials director candidates constituting up to the greater of two individuals or 20%Completed declassification of the Board if the nominee(s) satisfy the requirements specified in our bylaws

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
​
​
​

Majority Voting

2022		​

Director Succession Planning

​
✓
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%
​
​
​

In March2016, we implemented a majority voting standard for director elections.

2023/2024		​

We remain focused on refreshing the membership​

✓
Continued board succession plan: retirement of the Board. Over the last several years, we have added new independent directors to the Board, most recently including the addition ofCraig M. Hatkoff in2011John Levy, Ed Burton andBetsy Atkins
​
✓
Termination of Chairman Emeritus’ retainer
​
✓
Anticipate appointing a new Board member in2015. We also intend to identify 2024
​
​​
✓
Validated Scope 1 and have anew independent director join the Board2 emissions reduction targets in2017.

Sustainability

Our industry leadership has been widely recognized. During 2015 and 2016, we were recognized by the United States Environmental Protection Agency as an ENERGY STAR Partner of the Year for our efforts to strategically manage and improve energy efficiency across our Manhattan and suburban portfolios. In addition to releasing a compliant GRI report for the past 3 consecutive years, we have been recognized line with 1.5°C pathway through SBTi

​
✓
Published updated TCFD Report
​
✓
Recognized by Newsweek as one of the greenest companies in the United States. Additionally, we have been included in the MSCI Sustainability Index since 2015. Our sustainability strategy, achievements“America’s Most Responsible Companies 2023”
​
✓
Conducted “ESG Materiality Assessments” to identify highly valued environmental, social, and reports are available ongovernance topics important to our website at http://www.slgreen.com/sustainability.

business and key stakeholders
​
​

2016 Proxy Statement  3


Table of ContentsTABLE OF CONTENTS

2016​

​2024 PROXY STATEMENT HIGHLIGHTS​​3​
2024 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS
Equity Plan Highlights

Stockholders are being asked to approve the adoption of our Fourth Amended and Restated 2005 Stock Option and Incentive Plan, which the Board approved and unanimously recommends that stockholders approve. We believe that having an equity plan in place with a sufficient number of shares is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and ensure that our executive compensation is structured in a manner that aligns our executives’ interest with our success. The following highlights reasons why we believe stockholders should vote in favor of our Fourth Amended and Restated 2005 Stock Option and Incentive Plan.

Reasonable Plan Cost
✓  

Reasonable number of additional shares requested –9,900,000fungible units =2,647,059full-value awards

✓

Awards would not have a substantially dilutive effect (issuance of all full-value awards = less than 3% of shares outstanding)

✓

Estimated duration of three to four years

Responsible Grant Practices
​
✓All full-value equity awards have vesting[MISSING IMAGE: ic_one-pn.jpg]
​​
Election of at least three yearsDirectors
•
The Board, upon the recommendation of the Nominating and 100% of CEO’s full-value awards are, and will be, performance-based (in each case, other than equity awards grantedCorporate Governance Committee, has nominated seven directors for annual bonus)
✓Clawback policy appliesre-election to equity awards
✓Robust performance-based hurdles used for outperformance plan and employment agreement awards
✓Robust stock ownership guidelines
Stockholder-Friendly Plan Features
✓  

No single trigger change in control vesting acceleration

✓

No repricing permitted without stockholder approval

✓

Stockholder approval required to increaseserve until the share reserve (i.e., no “evergreen” feature)

✓

No dividends or distributions paid on unearned performance-based awards


4  SL Green Realty Corp.


Table of Contents

SL GREEN REALTY CORP.
420 Lexington Avenue
New York, New York10170-1881

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the20162025 annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on Thursday, June2, 2016 at10:00 a.m., local time, at The Grand Hyatt New York,109 East42nd Street, New York, New York,10017. The annual meeting will be held for the following purposes:

1.     To elect the three Class I director nominees named in the proxy statement to serve on the Board of Directors for a three-year term and until their successors are duly elected and qualify;qualify.
​
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
The Board
recommends a vote
FOR each Nominee.
SEE PAGE 11[MISSING IMAGE: ic_arrow-pn.jpg]
​
​
John H. Alschuler
Carol N. Brown
Lauren B. Dillard
​​
Stephen L. Green
Craig M. Hatkoff
​​
Marc Holliday
Andrew W. Mathias
​
2.​To hold an advisory vote on executive compensation;
•
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.
​
​
​
[MISSING IMAGE: ic_two-pn.jpg]
​​
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.
​
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
The Board
recommends a vote
FOR this proposal.
SEE PAGE 41[MISSING IMAGE: ic_arrow-pn.jpg]
​
3.​To ratify
[MISSING IMAGE: ic_three-pn.jpg]
​​
Ratification of Independent Registered Public Accounting Firm
•
The Audit Committee of the appointmentBoard has appointed the accounting firm of ErnstDeloitte & YoungTouche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2024.
​
•
The Audit Committee and
4. the Board believe that the appointment of Deloitte & Touche LLP is in the best interest of the Company and its stockholders.
​
To approve our Fourth Amended and Restated 2005 Stock Option and Incentive Plan.​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
The Board
recommends a vote
FOR this proposal.
SEE PAGE 83[MISSING IMAGE: ic_arrow-pn.jpg]
​

In addition, stockholders may be asked

TABLE OF CONTENTS
​4​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
BUSINESS OVERVIEW AND HIGHLIGHTS
​​​​​
​
[MISSING IMAGE: ph_business-4clr.jpg]
​​
​​​​​
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 by nearly 5,000 basis points
​
​
Active, Responsible and Engaged Business Strategy
•
SLG does not subscribe to considera traditional “buy and vote upon any other matters that may properly be brought before the annual meetinghold” strategy and at any adjournments or postponements thereof.

Any action may be takenis a very active transaction-oriented company

​
•
We are focused principally on the foregoing matters at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned, or to which the annual meeting may be postponed.

The Board of Directors has fixed the close of business on March 31, 2016Manhattan market, where we have significant experience and valuable insights

​
•
We consider sustainability as the record date for determining the stockholders entitled to notice of,a value driver and to vote at, the annual meeting and at any adjournments or postponements thereof.

By Order of the Board of Directors,
Andrew S. Levine
Secretary

New York, New York
April22, 2016

Voting

You may authorize your proxy via the Internet or by telephone:


Visit www.proxyvote.com


Scan this QR code to vote with your mobile device


Call 1-800-454-8683
24h/7

In order to authorize your proxy via the Internet or by telephone you must have the stockholder identification number that appears on the enclosed Notice of Internet Availability of Proxy Materials. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included in the Notice of Internet Availability of Proxy Materials.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 2, 2016.

This proxy statement and our 2015 Annual Report to Stockholders are available at http://www.proxyvote.com


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 in person if you wish, even if you previously have submitted your proxy. However, please note that if your shares are held of record by a bank, broker or other nominee and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from such bank, broker or other nominee.

2016 Proxy Statement 5


Table of Contents

TABLE OF CONTENTS

2016 PROXY STATEMENT HIGHLIGHTS1
Business Highlights1
Executive Compensation Highlights2
Corporate Governance Highlights3
Equity Plan Highlights4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS5
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE7
Proposal 1: Election of Directors7
Board Structure and Independence12
Board Committees13
Corporate Governance15
Director Compensation17
Executive Officers19
EXECUTIVE COMPENSATION20
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers20
Compensation Committee Report20
Compensation Discussion and Analysis20
Executive Compensation Tables38
AUDIT COMMITTEE MATTERS48
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm48
Audit Committee Report48
Fee Disclosure49
Pre-Approval Policies and Procedures of our Audit Committee49
APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN50
Proposal 4: Approval of Our Fourth Amended and Restated 2005 Stock Option and Incentive Plan50
Shares Available for Issuance50
Burn Rate51
Summary of Material Amendments51
Summary of the Provisions of Our Fourth Amended and Restated 2005 Stock Option and Incentive Plan52
Material U.S. Federal Income Tax Consequences55
New Plan Benefits56
STOCK OWNERSHIP INFORMATION57
Executive and Director Stock Ownership Guidelines57
Security Ownership of Certain Beneficial Owners and Management57
Section 16(a) Beneficial Ownership Reporting Compliance59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS60
OTHER INFORMATION62
Questions and Answers About the Annual Meeting62
Other Matters64
APPENDICES
Appendix A: SL Green Realty Corp. Fourth Amended and Restated 2005 Stock Option and Incentive PlanA-1
Appendix B: Information Regarding Certain Financial MeasuresB-1

References in this proxy statement to “we,” “us,” “our,” “ours,” and the “Company” refer to SL Green Realty Corp., unless the context otherwise requires. This proxy statement and a form of proxy have been made available to our stockholders on the Internet and the Notice of Internet Availability of Proxy Materials has been mailed to stockholders on or about April22, 2016.

6 SL Green Realty Corp.


Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We are committed to operatingmaintaining 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 strongthe “Sustainability—Reports and accountable corporate governance practices. You are encouraged to visit the “Investors—Corporate Governance”Resources” section of our corporate website at http://www.slgreen.com to view or obtain copies of our committee charters, Code of Ethics, Governance Principles and director independence standards.include properties where SL Green maintained ownership and direct operational control for the full 2022 calendar year. The information found on or accessible through, 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.
​
​
TABLE OF CONTENTS
​2024 PROXY STATEMENT HIGHLIGHTS​​5​
STOCKHOLDER-FRIENDLY CORPORATE
GOVERNANCE & INDEPENDENT OVERSIGHT
SL Green has a history of strong corporate governance and stockholder-friendly practices.
​
​
[MISSING IMAGE: ic_diversity-pn.jpg]
​​
Diversity
Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender
​
​
[MISSING IMAGE: ic_circlehalf-pn.jpg]
​​
50%
of our independent Board nominees are diverse, including gender and racial/ethnic diversity
​
​
[MISSING IMAGE: ic_experience-pn.jpg]
​​
Experience
Our Board nominees have broad experience serving on public boards in industries relevant to the Company
​
​
[MISSING IMAGE: ic_circle43-pn.jpg]
​​
43%
of our Board nominees currently serve or have served on the Boards of other publicly traded companies
​
​
[MISSING IMAGE: ic_leadership-pn.jpg]
​​
Leadership
Our Board nominees have strong corporate leadership backgrounds such as being CEO, CFO or holding other executive positions
​
​
[MISSING IMAGE: ic_circle86-pn.jpg]
​​
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.
​
​​
[MISSING IMAGE: ic_bylaws-pn.jpg]
​​
Stockholder Amendments to Bylaws
We provide stockholders the right to amend our bylaws by a majority vote without any ownership or holding period limitations.
​
​​
[MISSING IMAGE: ic_proxy-pn.jpg]
​​
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.
​
​​​​
​
​
TABLE OF CONTENTS
​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
[MISSING IMAGE: pc_majority-pn.jpg]
​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.​
TABLE OF CONTENTS
​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.
[MISSING IMAGE: fc_esgoversight-pn.jpg]
[MISSING IMAGE: fc_voluntary-4c.jpg]
TABLE OF CONTENTS
​8​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Key ESG Achievements
ESG Leadership​
​​Industry
Leadership​		​​Building
Certifications​		​​Awards &
Accolades​		​
Highest Scoring
U.S. Office REIT		​​
[MISSING IMAGE: lg_cdp-4c.jpg]
​​Validated
Science-Based
Targets with
SBTi		​​
[MISSING IMAGE: lg_sbt-4c.jpg]
​​12 Buildings Certified —
11.4M SF		​​
[MISSING IMAGE: lg_energystar-4c.jpg]
​​Partner of the
Year Sustained Excellence
2018-2023		​​
[MISSING IMAGE: lg_partner-4clr.jpg]
​
Top 20% of
all GRESB Participants		​​
[MISSING IMAGE: lg_gresbnew-4clr.jpg]
​​Early Adopter
for TCFD
Global Risk
Disclosure		​​
[MISSING IMAGE: lg_tcfd-4clr.jpg]
​​22 Buildings Certified —
20M SF		​​
[MISSING IMAGE: lg_boma-4c.jpg]
​​Green Lease
Leader Platinum
2023-2026		​​
[MISSING IMAGE: lg_greenlease-4clr.jpg]
​
R-FactorTM Score
Leader
(Top 10%)
​​
[MISSING IMAGE: lg_ssganew-4clr.jpg]
​​Mayor’s Carbon
Challenge
Participant —
Goal
Achieved		​​
[MISSING IMAGE: lg_nyc-4clr.jpg]
​​29 Buildings Certified —
26M SF		​​
[MISSING IMAGE: lg_wellclr-4c.jpg]
​​Newsweek
America’s
Most
Responsible
Companies 2023		​​
[MISSING IMAGE: lg_newsweek-4clr.jpg]
​
95th Percentile Ranking of Global Peer Set
​​
[MISSING IMAGE: lg_dowjones-4c.jpg]
​​Net Zero by 2050 Goal − Aligned​​
[MISSING IMAGE: lg_ulinew-4clr.jpg]
​​25 LEED Certified Buildings — 25M SF​​
[MISSING IMAGE: lg_usgbc-4c.jpg]
​​S&P Global
Sustainability
Yearbook
Member
2022-2024		​​
[MISSING IMAGE: lg_spglobal-4clr.jpg]
​
Top 10 ESG Disclosure Score Among REITs Listed on Russell 1000 Index​​
[MISSING IMAGE: lg_bloomberg-4c.jpg]
​​NYSERDA Partnership for Workforce Training​​
[MISSING IMAGE: lg_nyserda-4clr.jpg]
​​8 Buildings Certified — 10M SF​​
[MISSING IMAGE: lg_fitwel-4c.jpg]
​​Great Place to Work Certified 2019, 2022-2023​​
[MISSING IMAGE: lg_great-4clr.jpg]
​
TABLE OF CONTENTS​
​
[MISSING IMAGE: lg_slgreen-4c.jpg]
​​
SL GREEN REALTY CORP.One Vanderbilt AvenueNew York, New York 10017-3852
​​9​
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
​
[MISSING IMAGE: ic_time-pn.jpg]
​​
Date & Time
June 3, 2024
10:00 AM, Eastern Time
​​
[MISSING IMAGE: ic_location-pn.jpg]
​​
Location
The auditorium at One Vanderbilt Avenue, New York, New York
​​
[MISSING IMAGE: ic_record-pn.jpg]
​​
Record Date
March 28, 2024
​
Dear Stockholder:
You also may obtain, freeare invited to attend the 2024 Annual Meeting of charge, a copystockholders 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., 420 Lexingtona 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 10170-1881, Attention: Investor Relations. Additional information relatingYork. We strongly encourage you to vote your shares by proxy prior to the corporate governanceAnnual Meeting.
Items of Business—the Company also is included in other sections of this proxy statement.

Annual Meeting will be held for the following purposes:
​
[MISSING IMAGE: ic_one-pn.jpg]
​​​
[MISSING IMAGE: ic_two-pn.jpg]
​​​
[MISSING IMAGE: ic_three-pn.jpg]
​
​
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[MISSING IMAGE: ic_arrow-pn.jpg]
​​​
To hold an advisory vote on executive compensation
PAGE 41[MISSING IMAGE: ic_arrow-pn.jpg]
​​​
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[MISSING IMAGE: ic_arrow-pn.jpg]
​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​
VoteFOR
​​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​
VoteFOR
​​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​
VoteFOR
​
​
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:
​
​
[MISSING IMAGE: ic_byinternet-pn.jpg]
​​​
By Internet
Visit
www.proxyvote.com
​​​
[MISSING IMAGE: ic_bytelephone-pn.jpg]
​​​
By Telephone
Call 1-800-454-8683
​
​
[MISSING IMAGE: ic_qrcode-pn.jpg]
​​​
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.​
​
​
[MISSING IMAGE: sg_andrewlevine-bw.jpg]
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
​​
TABLE OF CONTENTS​​
​10
   		​​​​
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
​​
​
Proposal1: 1: Election of Directors
​​
[MISSING IMAGE: ic_tickcircle-pn.gif]
​​​​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
​​
[MISSING IMAGE: ic_tickcircle-pn.gif]
​​​​41​​
​Compensation Discussion and Analysis​​​​42​​
​Compensation Committee Report​​​​66​​
​Executive Compensation Tables​​​​67​​

At the annual meeting, three directors will be elected to serve until the 2019annual meeting and until their successors are duly elected and qualify. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Edwin Thomas Burton, III, Craig M. Hatkoff, and Andrew W. Mathias for election to serve as its Class I directors. Messrs. Burton, Hatkoff, and Mathias currently are serving as Class I directors. Each of Messrs. Burton, Hatkoff, and Mathias has consented to being named in this proxy statement and to serve as a director if elected. However, if any of Messrs. Burton, Hatkoff, or Mathias is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person as the Board nominates.

Majority Voting Standard

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

​AUDIT COMMITTEE MATTERS​​​​​81​​
​Audit Committee Report​​​​81​​
​
Proposal 3: Ratification of Appointment of
Independent Registered Public Accounting
Firm
​​
[MISSING IMAGE: ic_tickcircle-pn.gif]
​​​​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​​
​
TABLE OF CONTENTS​​
​​​​11
   		​
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
​
PROPOSAL 1​
​​​​​
​​​​
​
ELECTION OF DIRECTORS​
​
​The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated seven directors for election to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify.​
​
•
John H. Alschuler
​
•
Carol N. Brown
​
•
Lauren B. Dillard
​
​​
•
Stephen L. Green
​
•
Craig M. Hatkoff
​
​​
•
Marc Holliday
​
•
Andrew W. Mathias
​
​
​
Each of the nominees is currently serving as a director, and has consented to being named in this proxy statement and to serve as a director if elected. However, if any of the nominees is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person as the Board nominates or the Board may reduce the size of the Board.
Majority Voting Standard​
A majority of all the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board. This means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee, with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee. For more information on the operation of our majority voting standard in director elections, see the section entitled “Our Board of Directors and Corporate Governance—Corporate Governance—Majority Voting Standard and Director Resignation Policy.”
​
​​
The Board unanimously recommends a vote “FOR” the election of Messrs. Burton,Alschuler, Green, Hatkoff, Holliday and Mathias.Mathias and Mses. Brown and Dillard.
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​

Information Regarding the Nominees and the Continuing Directors

TABLE OF CONTENTS​
​12​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
INFORMATION REGARDING THE DIRECTOR NOMINEES
The following table, matrix and biographical descriptions set forth certain information with respect to the nominees for election as Class I directors at the 2016 annual meeting and the continuing Class II and Class III directors whose terms expire at the annual meetings of stockholders in 2017 and 2018, respectively,2024 Annual Meeting, based upon information furnished by each director.

Name     Age     Director Since
Class I Nominees (terms will expire in2019)  
Edwin Thomas Burton, III*731997
Craig M. Hatkoff*622011
Andrew W. Mathias422014
Class II Continuing Directors (terms will expire in2017)  
Marc Holliday492001
John S. Levy*801997
Betsy Atkins*622015
Class III Continuing Directors (terms will expire in2018)  
John H. Alschuler*681997
Stephen L. Green781997

*     Independent Director

2016 Proxy Statement  7


Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Class I Nominees—Terms Will Expire in 2019

​​​Name​​Other Current Public Board
Directorships		​​Age​​Independent​​Director Since​​
Committee Memberships(1)
​
​AC​​​CC​​​NCGC​​​EC​
[MISSING IMAGE: ph_johnalschuler-4clr.jpg]
​​John H. Alschuler​​
•
Xenia Hotels and Resorts
​
•
The Macerich Company
​
​​76​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​1997​​​​​​​​​​M​​​M​
[MISSING IMAGE: ph_carobrown-4clr.jpg]
​​Carol N. Brown​​​​​54​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​2022​​​​​​M​​​M​​​​​
[MISSING IMAGE: ph_laurendillard-4clr.jpg]
​​Lauren B. Dillard​​​​​48​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​2016​​M​​​C​​​​​​​​​
[MISSING IMAGE: ph_stephengreen-4clr.jpg]
​​Stephen L. Green​​​​​86​​​​​1997​​​​​​​​​​​​​​M​
[MISSING IMAGE: ph_craighatkoff-4clr.jpg]
​​Craig M. Hatkoff​​
•
Jaguar Global Growth Corporation I
​
•
Captivision Inc.
​
​​70​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​2011​​M​​​​​​​C​​​​​
[MISSING IMAGE: ph_marcholliday-4clr.jpg]
​​Marc Holliday​​​​​57​​​​​2001​​​​​​​​​​​​​​C​
[MISSING IMAGE: ph_andrewmathias-4clr.jpg]
​​Andrew W. Mathias​​​​​50​​​​​2014​​​​​​​​​​​​​​M​
Edwin
Thomas
Burton, III​
C = Chair
 Director Since:1997 Age:73Independent​​
AC = Audit Committee
​​
NCGC = Nominating and Corporate Governance Committee
​
​M = MemberMr. Burton is a Professor of Economics at the University of Virginia,​​CC = Compensation Committee​​EC = Executive Committee​
​
(1)
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.
​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​13​
The matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skills of our director nominees.
​​​Skills, Experiences and has held teaching positions at York College, Rice University and Cornell University, and has written and lectured extensively in the field of Economics. Mr. Burton has also served as a member of the Board of Trustees of the Virginia Retirement System for state and local employees of the Commonwealth of Virginia from 1994 to 2001 and then again from 2004 to 2014, and served as its Chairman from 1997 until March 2001. Mr. Burton also serves as a consultant to numerous companies on investment strategy and investment banking. From 1994 until 1995, Mr. Burton served as Senior Vice President, Managing Director and director of Interstate Johnson Lane, Incorporated, an investment banking firm, where he was in charge of the Corporate Finance and Public Finance Divisions. From 1987 to 1994, Mr. Burton served as President of Rothschild Financial Services, Incorporated (a subsidiary of Rothschild, Inc. of North America), an investment banking company headquartered in New York City that is involved in proprietary trading, securities lending and other investment activities. Mr. Burton also served as a consultant to the American Stock Exchange from 1985 until 1986 and a senior vice president with Smith Barney (or its corporate predecessor) from 1976 until 1984. Since 2004, Mr. Burton has served as a member of the Board of Directors of Chase Investors, a privately-held registered investment advisor. Mr. Burton also has served as a member of the Board of Directors of Capstar Hotel Company, a publicly-traded hotel company, Virginia National Bank, a publicly-traded commercial bank, and SNL Securities, a private securities data company. Mr. Burton received a B.A. degree in Economics from Rice University and a Ph.D. degree in Economics from Northwestern University. In addition to his experience in academia as a seasoned professor of economics, Mr. Burton’s extensive skills and experience in corporate governance, financial, compensation and legal matters allow him to provide valuable financial expertise and insights into the Company’s business.Attributes​​​​​​​Alschuler​​​Brown​​​Dillard​​​Green​​​Hatkoff​​​Holliday​​​Mathias​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
Craig M.
Hatkoff
[MISSING IMAGE: ic_finance-pn.jpg]
​ Director Since:2011 Age:62Independent​Finance/Capital Markets​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
[MISSING IMAGE: ic_risk-pn.jpg]
​

Mr. Hatkoff served as Vice Chairman of Capital Trust, Inc., a real estate investment management company that was listed on the New York Stock Exchange, or NYSE, and one of the largest dedicated real estate mezzanine lenders, from 1997 to 2000, and served on the Board of Directors from 1997 to 2010. From 2002 to 2005, Mr. Hatkoff was a trustee of the New York City School Construction Authority, the agency responsible for the construction of all public schools in New York City. Mr. Hatkoff was a founder and a managing partner of Victor Capital Group, L.P., from 1989 until its acquisition in 1997 by Capital Trust, Inc. Previously, he spent 11 years at Chemical Bank, including as co-head of the real estate investment banking unit, where he was a pioneer in commercial mortgage securitization. Mr. Hatkoff is a co-founder of the Tribeca Film Festival. Mr. Hatkoff is also Chairman of Turtle Pond Publications LLC, which is active in children’s publishing and entertainment and is a private investor in other entrepreneurial ventures. Mr. Hatkoff has been a director of Taubman Centers, Inc. since 2004. Mr. Hatkoff is an Adjunct Professor at Columbia Business School, where he teaches courses on entrepreneurship and innovation.

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


8  SL Green Realty Corp.


Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Andrew W.
Mathias​		Risk ManagementPresidentsince:April2007Director Since:June2014Age:42​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
 
[MISSING IMAGE: ic_experience-pn.jpg]
​Mr. Mathias joined the​Public Company in March 1999 as Vice President and was promoted to Director of Investments in 2002, a position he held until his promotion to Chief Investment Officer in January 2004, a position that he held until January 2011. In October 2008, Mr. Mathias stepped down from his position as Chief Investment Officer of Gramercy Property Trust, Inc. f/k/a Gramercy Capital Corp., or Gramercy, a position he had held since August 2004. Prior to joining the Company, Mr. Mathias worked at Capital Trust, Inc. and its predecessor, Victor Capital Group, L.P. Mr. Mathias also worked on the high yield and restructuring desk at Bear Stearns and Co. Mr. Mathias received a B.S. degree in Economics from the Wharton School at the University of Pennsylvania.Board Service/​Corporate Governance​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​​​
Class II Continuing Directors—Terms Will Expire in 2017
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
Betsy Atkins
[MISSING IMAGE: ic_business-pn.jpg]
​ Director Since:April2015Age:62Independent​Experience Over Several Business Cycles​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
[MISSING IMAGE: ic_talent-pn.jpg]
​

Ms. Atkins has served as the Chief ​

Talent Management​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
[MISSING IMAGE: ic_academia-pn.jpg]
​​Academia​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​​​
[MISSING IMAGE: ic_accounting-pn.jpg]
​​Accounting​​​​​​​​​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​​​
[MISSING IMAGE: ic_government-pn.jpg]
​​Government/Regulatory Experience​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​
[MISSING IMAGE: ic_technology-pn.jpg]
​​Technology/Cybersecurity​​​​​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​​​
[MISSING IMAGE: ic_diversity-pn.jpg]
​​Diversity​​​​​​​​​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​
[MISSING IMAGE: ic_tick-pn.jpg]
​​​​​​​​​​​​​​​​​
Following the Annual Meeting, our Board will include two female directors, including one racially/ethnically diverse director.
TABLE OF CONTENTS
​14​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Director Nominees
​​​​​
​​
JOHN H.
ALSCHULER
[MISSING IMAGE: ph_johnalschuler-4clr.jpg]
Lead Independent
Director
Director Since: 1997
Age: 76
SL Green
Board Service:
•
Nominating and Corporate Governance Committee
​
•
Executive Officer of Baja LLC, an independent venture capital firm focused on technology, renewable energyCommittee
​
​​
​​​​​
Mr. Alschuler’s achievements in academia and business, as well as his extensive knowledge of commercial real estate, New York City’s economy, commercial and other markets in New York City and national and international markets for real estate, and his expertise in inter-governmental relations, provide the Board with the ability to assess the real estate market and the Company’s business from a knowledgeable and informed perspective, from which he provides valuable insights into the Company’s business.
​
Professional Experience
•
Executive Chairman of Therme Group US, a privately-held company which designs, builds and operates large scale well-being facilities, since 2022
​
•
Chair of HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization, from 2008 to 2021
​
•
Adjunct Associate Professor, Graduate School of Architecture, Planning & Preservation at Columbia University, teaching real estate development
​
•
Board of Directors of the Center for an Urban Future, Friends of the High Line Inc., and the Sag Harbor Cinema Arts Center, each a 501(c)(3) tax-exempt organization
​
•
B.A. degree from Wesleyan University and Ed.D. degree from the University of Massachusetts at Amherst
​
Other Public Board Directorships
•
Xenia Hotels and Resorts, Inc. since 2015
​
•
The Macerich Company since 2015
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​
[MISSING IMAGE: ic_finance-pn.jpg]
​​Finance/Capital Markets​
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_experience-pn.jpg]
​​Public Company Board Service/ Corporate Governance​
​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​​
[MISSING IMAGE: ic_business-pn.jpg]
​​Experience Over Several Business Cycles​
​
[MISSING IMAGE: ic_talent-pn.jpg]
​​Talent Management​​
[MISSING IMAGE: ic_academia-pn.jpg]
​​Academia​
​
[MISSING IMAGE: ic_government-pn.jpg]
​​Government/Regulatory Experience​​​​​​​
​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​15​
​​​​​
​​
CAROL N.
BROWN
[MISSING IMAGE: ph_carobrown-4clr.jpg]
Independent Director
Director Since: 2022
Age: 54
SL Green
Board Service:
•
Compensation Committee
​
•
Nominating and life sciences industries, since 1994. Ms. Atkins served asCorporate Governance Committee
​
​​
​​​​​
Ms. Brown’s extensive experience in academia, including teaching and writing in the areas of property, land use planning, real estate transactions, and housing law, contribute a unique and valuable perspective to the Board.
​
Professional Experience
•
Professor at the University of Richmond School of Law since 2012, teaching Property Law Survey, Housing Law, Land Use Planning, and Real Estate Transactions
​
•
Former Professor at the University of North Carolina School of Law from 2008 to 2012 and Associate Professor from 2007 to 2008
​
•
Former Associate Professor of Law at the University of Alabama School of Law, and Assistant Professor from 2001 to 2004
​
•
Former Associate at Sirote & Permutt, P.C. in Birmingham, Alabama focusing on general business, real estate, and consumer finance
​
•
Former Associate at McGuire, Woods, Battle & Bootle, L.L.P. in Richmond, Virginia focusing on labor and employment discrimination
​
•
Former Judicial Law Clerk for the Honorable Sharon L. Blackburn, United States District Court, Northern District of Alabama
​
•
B.A. from Duke University and J.D./L.L.M. from Duke University School of Law
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​
​
[MISSING IMAGE: ic_academia-pn.jpg]
​​Academia​​
[MISSING IMAGE: ic_government-pn.jpg]
​​Government/Regulatory Experience​
​
[MISSING IMAGE: ic_technology-pn.jpg]
​​Technology/Cybersecurity​​
[MISSING IMAGE: ic_diversity-pn.jpg]
​​Diversity​
​
TABLE OF CONTENTS
​16​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​​​
​​
LAUREN B.
DILLARD
[MISSING IMAGE: ph_laurendillard-4clr.jpg]
Independent Director
Director Since: 2016
Age: 48
SL Green
Board Service:
•
Audit Committee
​
•
Compensation Committee, Chair
​
​​
​​​​​
Ms. Dillard’s sophisticated understanding of tax, real estate, investment programs, finance, compensation and corporate governance, all viewed through the lens of over fifteen years of global private equity experience and together with her considerable operational expertise, provide the Board and the Company with deep and practical insight on a broad range of matters.
​
Professional Experience
•
Senior Managing Director and Chief Financial Officer of Vista Equity Partners, a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, since April 2022
​
•
Executive Vice President of Investment Intelligence of Nasdaq, Inc., a global technology firm serving the capital markets and other industries, from June 2019 to April 2022
​
•
Managing Director for the Carlyle Group, a global alternative asset manager, from 2011 to May 2019, head of Carlyle’s Investment Solutions Group from December 2015 to May 2019, and member of Carlyle’s Management Committee; joined Carlyle in 2002
​
•
Chief Operating Officer and Chief Financial Officer of Carlyle’s Investment Solutions Group from 2013 to December 2015; former head of Global Tax Department and head of Global Equity Programs; and member of Carlyle’s Transaction Team where she played a significant role in transactions, including Carlyle’s initial public offering
​
•
Served in the Real Estate and Financial Services Group of the Tax Practice of Arthur Andersen, LLP prior to 2002
​
•
B.S. in business administration from the University of Richmond
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​
[MISSING IMAGE: ic_finance-pn.jpg]
​​Finance/Capital Markets​
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_experience-pn.jpg]
​​Public Company Board Service/ Corporate Governance​
​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​​
[MISSING IMAGE: ic_business-pn.jpg]
​​Experience Over Several Business Cycles​
​
[MISSING IMAGE: ic_talent-pn.jpg]
​​Talent Management​​
[MISSING IMAGE: ic_accounting-pn.jpg]
​​Accounting​
​
[MISSING IMAGE: ic_technology-pn.jpg]
​​Technology/Cybersecurity​​
[MISSING IMAGE: ic_diversity-pn.jpg]
​​Diversity​
​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​17​
​​​​​
​​
STEPHEN L.
GREEN
[MISSING IMAGE: ph_stephengreen-4clr.jpg]
Director
Director Since: 1997
Age: 86
SL Green
Board Service:
•
Executive Committee
​
​​
​​​​​
In addition to his industry-wide reputation, Mr. Green’s extensive skills and experience in real estate, including founding our predecessor company, provide the Board with invaluable knowledge of and expertise in our business and industry. This experience, particularly his experience having led our predecessor and the Company, contributes depth and context to the Board’s discussions of the Company’s business.
​
Professional Experience
•
Chairman Emeritus at the Company since January 2019
​
•
Chairman of the Board of the Company from 1997 through January 2019
​
•
Former executive officer working in conjunction with our Chief Executive Officer and overseeing the Company’s long-term strategic direction; formerly served as our Chief Executive Officer
​
•
Founded our predecessor, S.L. Green Properties, Inc., in 1980; prior to our initial public offering in 1997, Mr. Green was involved in the acquisition of over 50 Manhattan office buildings containing in excess of 10.0 million square feet
​
•
Chairman of the Board of Gramercy Capital Corp. from August 2004 to June 2009
​
•
At-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York
​
•
Member of the Board of Directors of Streetsquash, Inc., a Section 501(c)(3) tax-exempt organization
​
•
Previously member of the Board of Directors of Stemedica Cell Technologies, Inc., August 2007 to April 2009; Chairman of the Real Estate Board of New York’s Tax Committee
​
•
B.A. degree from Hartwick College and J.D. degree from Boston College Law School
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​
[MISSING IMAGE: ic_finance-pn.jpg]
​​Finance/Capital Markets​
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​
​
[MISSING IMAGE: ic_business-pn.jpg]
​​Experience Over Several Business Cycles​​
[MISSING IMAGE: ic_talent-pn.jpg]
​​Talent Management​
​
[MISSING IMAGE: ic_government-pn.jpg]
​​Government/Regulatory Experience​​​​​​​
​
TABLE OF CONTENTS
​18​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​​​
​​
CRAIG M.
HATKOFF
[MISSING IMAGE: ph_craighatkoff-4clr.jpg]
Independent Director
Director Since: 2011
Age: 70
SL Green
Board Service:
•
Audit Committee
​
•
Nominating and Corporate Governance Committee, Chair
​
​​
​​​​​
Mr. Hatkoff has in-depth expertise and knowledge of real estate, capital markets, finance, private investing, entrepreneurship, and executive management through his work with Chemical Bank, Victor Capital Group, and Capital Trust. As a result of the foregoing, Mr. Hatkoff provides the Board with unique insight into the financial markets generally, valuation analysis, strategic planning, and unique financing structures and alternatives. He also possesses entrepreneurial, brand marketing, social media, technology and innovation, and senior leadership experience through his private investments and service on the Boards of numerous educational and charitable organizations. Mr. Hatkoff also has extensive Board and Board committee experience at other public companies, including his prior service at Taubman Centers, Inc. and his long-standing service to Capital Trust, Inc., which enables him to provide significant insight as to governance and compliance-related matters particular to real estate companies.
​
Professional Experience
•
Vice Chairman of Capital Trust, Inc., a real estate investment management company that was listed on the New York Stock Exchange, and one of the largest dedicated real estate mezzanine lenders, from 1997 to 2000, and served on its Board of Directors from 1997 to 2010
​
•
Trustee of the New York City School Construction Authority, the agency responsible for the construction of all public schools in New York City, from 2002 to 2005
​
•
Founder and a managing partner of Victor Capital Group, L.P. from 1989 until its acquisition by Capital Trust, Inc. in 1997
​
•
Former co-head of the real estate investment banking unit at Chemical Bank, where he was a pioneer in commercial mortgage securitization
​
•
Co-founder of the Tribeca Film Festival; Chairman of Turtle Pond Publications LLC, which is active in children’s publishing and entertainment, and private investor in other entrepreneurial ventures
​
•
Adjunct Professor at Columbia Business School
​
•
Colgate University Entrepreneur of the Year (2024)
​
•
Other Current or Previous Non-Profit Directorships: Sesame Workshop; Rock & Roll Hall of Fame; Mandela Institute for Humanity; Desmond Tutu Peace Foundation, Wildlife Direct; Tribeca Film Institute
​
•
Former member of the Board of Directors of Taubman Centers, Inc., 2004 to January 2019 and Colony Capital, Inc. from February 2019 to February 2021
​
Other Public Board Directorships
•
Jaguar Global Growth Corporation I since February 2022
​
•
Captivision since November 2023
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​
[MISSING IMAGE: ic_finance-pn.jpg]
​​Finance/Capital Markets​
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_experience-pn.jpg]
​​Public Company Board Service/ Corporate Governance​
​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​​
[MISSING IMAGE: ic_business-pn.jpg]
​​Experience Over Several Business Cycles​
​
[MISSING IMAGE: ic_talent-pn.jpg]
​​Talent Management​​
[MISSING IMAGE: ic_academia-pn.jpg]
​​Academia​
​
[MISSING IMAGE: ic_accounting-pn.jpg]
​​Accounting​​
[MISSING IMAGE: ic_technology-pn.jpg]
​​Technology/Cybersecurity​
​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​19​
​​​​​
​​
MARC
HOLLIDAY
[MISSING IMAGE: ph_marcholliday-4clr.jpg]
Chairman of the Board, of Directors of Clear Standards, Inc., a provider of enterprise carbon management and sustainability solutions, from February 2009 until August 2009 when Clear Standards was acquired by SAP AG, a business software company. Previously, Ms. Atkins served as Chairman and Chief Executive Officer of NCI, Inc., a functional food/nutraceutical company, from 1991 through 1993. Ms. Atkins was a co-founder of Ascend Communications, Inc. in 1989 and a member of its & Interim President
Director Since: 2001
Age: 57
SL Green
Board of Directors, and served as its Service:
•
Executive Vice President of sales, marketing, professional services and international operations prior to its acquisition by Lucent Technologies. Ms. Atkins served on the boards of directors of SunPower Corporation from October 2005 to August 2012 and Chico’s FAS, Inc. from January 2004 to July 2013, Ciber, Inc. from July 2014 to October 2014, Darden Restaurants, Inc. from October 2014 to September 2015, and has served on the boards of directors of Polycom, Inc. since April 1999, Schneider Electric, SA since April 2011, HD Supply, Inc. since September 2013, as well as the boards of a number of private companies. Ms. Atkins is also an advisor to SAP, was formerly an advisor to British Telecom and was a presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee. Ms. Atkins holds a B.A. from the University of Massachusetts. Ms. Atkins has deep expertise in many areas, including executive leadership and operational experience in various technology, durable goods, energy efficiency infrastructure and retail industries, as well as significant public board experience, which gives her broad experience and thought leadership in corporate governance matters generally, including executive compensation and evolving best practices in sustainability and enterprise risk management.

Committee, Chair
​
​​
​​​​​
Mr. Holliday’s extensive experience and skills in real estate and finance, as well as his role as Chief Executive Officer and Interim President of the Company, provide the Board with valuable knowledge of and expertise in our business and industry. Furthermore, Mr. Holliday’s role as Chairman and Chief Executive Officer facilitates communication between the Board and the Company’s senior management.
​
Professional Experience
•
Chief Executive Officer of the Company since January 2004; Chairman of the Board since January 2019; Interim President of the Company since January 2024
​
•
Joined the Company as Chief Investment Officer in July 1998; stepped down as President in April 2007 following promotion of Andrew Mathias to that position
​
•
President and Chief Executive Officer of Gramercy Capital Corp., from August 2004 to October 2008
​
•
Managing Director and Head of Direct Originations for New York-based Capital Trust Inc., a mezzanine finance company, where he was in charge of originating direct principal investments for the firm, consisting of mezzanine debt, preferred equity and first mortgages
​
•
Served in various management positions, including Senior Vice President at Capital Trust, Inc.’s predecessor, Victor Capital Group, L.P. from 1991 to 1997
​
•
Chairman of the Board of Directors of NYRA, Executive Committee member of the Real Estate Board of New York Board of Governors, and a former member of the Board of Directors of Columbia University
​
•
B.S. degree in Business and Finance from Lehigh University in 1988 and M.S. degree in Real Estate Development from Columbia University in 1990
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​
[MISSING IMAGE: ic_finance-pn.jpg]
​​Finance/Capital Markets​
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Industry​
Marc Holliday​
[MISSING IMAGE: ic_business-pn.jpg]
Chief Executive Officer sinceJanuary2004 Director since:December2001 Age:49​​Experience Over Several Business Cycles​​
[MISSING IMAGE: ic_talent-pn.jpg]
​​Talent Management​
​
[MISSING IMAGE: ic_government-pn.jpg]
He also serves as a member of our ​​Government/Regulatory Experience​​​​​​​
​
TABLE OF CONTENTS
​20​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​​​
​​
ANDREW W.
MATHIAS
[MISSING IMAGE: ph_andrewmathias-4clr.jpg]
Director
Director Since: 2014
Age: 50
SL Green
Board Service:
•
Executive Committee. Mr. Holliday stepped down as our President in April 2007, when Andrew Mathias, our current President, was promoted to that position. Mr. Holliday joined the Company as Chief Investment Officer in July 1998. In October 2008, Mr. Holliday stepped down from his positions of President and Chief Executive Officer of Gramercy, positions he had held since August 2004. Mr. Holliday also served as a director of Gramercy from 2004 until September 2014. Prior to joining the Company, Mr. Holliday was 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. From 1991 to 1997, Mr. Holliday served in various management positions, including Senior Vice President, at Capital Trust, Inc.’s predecessor, Victor Capital Group, L.P. Mr. Holliday serves as a member of the Board of Directors of NYRA and Columbia University and is also an executive officer and sits on the BoardCommittee
​
​​
​​​​​
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.
​
Professional Experience
•
Founder of Edge Park Mgmt. LLC, a general investment and advisory services firm, since January 2024
​
•
Advisor to the Company since January 2024
​
•
President of the Company from April 2007 until December 2023
​
•
Joined the Company in March 1999 as Vice President and was promoted to Director of Investments in 2002
​
•
Chief Investment Officer of the Company from January 2004 until January 2011
​
•
Chief Investment Officer of Gramercy Capital Corp. from August 2004 to October 2008
​
•
Worked at Capital Trust, Inc. and its predecessor, Victor Capital Group, L.P.
​
•
Worked on the high yield and restructuring desk at Bear Stearns and Co.
​
•
Member of the Board of Directors for the Regional Plan Association, which works to improve the prosperity, infrastructure, sustainability and quality of life of the New York-New Jersey-Connecticut metropolitan region
​
•
B.S. degree in Economics from the Wharton School at the University of Pennsylvania
​
​
Skills, Experiences and Attributes
​
[MISSING IMAGE: ic_executive-pn.jpg]
​​Executive Leadership​​
[MISSING IMAGE: ic_finance-pn.jpg]
​​Finance/Capital Markets​
​
[MISSING IMAGE: ic_risk-pn.jpg]
​​Risk Management​​
[MISSING IMAGE: ic_location-pn.jpg]
​​REIT/Real Estate Board of New York. Mr. Holliday received a B.S. degree in Business and Finance from Lehigh University in 1988 and an M. S. degree in Real Estate Development from Columbia University in 1990. Mr. Holliday’s extensive experience and skills in real estate and finance, as well as his role as Chief Executive Officer of the Company, provide him with valuable knowledge of and expertise in our business and industry. Furthermore, Mr. Holliday’s presence on the Board facilitates communication between the Board and the Company’s senior management.

2016Proxy Statement 9


Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

John S. LevyIndustry Director Since:1997 Age:80Independent​
 ​
[MISSING IMAGE: ic_business-pn.jpg]
Mr. Levy retired from Lehman Brothers Inc. in 1995. From 1983 until 1995, at Lehman Brothers (or its predecessors), he served as Managing Director and Chief Administrative Officer of the Financial Services Division, Senior Executive Vice President and Co-Director of the International Division and Managing Partner of the Equity Securities Division. Mr. Levy was associated with A.G. Becker Incorporated (or its predecessors) from 1960 until 1983, where he served as Managing Director of the Execution Services Division, Vice President-Manager of Institutional and Retail Sales, Manager of the Institutional Sales Division, Manager of the New York Retail Office and a Registered Representative. Mr. Levy received a B.A. degree from Dartmouth College. Mr. Levy’s extensive skills, experience and sophistication in corporate governance, financial, compensation, legal and commercial matters, including his corporate finance expertise developed at Lehman Brothers, allow him to provide valuable insights into the Company’s business and finances.​​Experience Over Several Business Cycles​​
[MISSING IMAGE: ic_talent-pn.jpg]
​​Talent Management​
Class III Continuing Directors —Terms Will Expire in 2018
John H.
Alschuler​
[MISSING IMAGE: ic_government-pn.jpg]
Lead Independent Director Director since:1997 Age:68Independent
​​

Since 2008, Mr. Alschuler has been the Chairman of HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization. Mr. Alschuler also is an Adjunct Associate Professor at Columbia University, where he teaches real estate development at the Graduate School of Architecture, Planning & Preservation. Mr. Alschuler currently serves on the Board of Directors of Xenia Hotels and Resorts, The Macerich Company, the Center for an Urban Future, a Section 501(c)(3) tax-exempt organization, and Friends of the High Line Inc., a Section 501(c)(3) tax-exempt organization. Mr. Alschuler received a B.A. degree from Wesleyan University and an Ed.D. degree from the University of Massachusetts at Amherst. Mr. Alschuler’s achievements in academia and business, as well as his extensive knowledge of commercial real estate, New York City’s economy, commercial and other markets in New York City and national and international markets for real estate, and his expertise in inter-governmental relations, allow him to assess the real estate market and the Company’s business from a knowledgeable and informed perspective, from which he provides valuable insights into the Company’s business.

Government/Regulatory Experience​
Stephen L.
Green​		​ Chairman and Director since1997 Age:78
​​Mr. Green serves as an executive officer, working in conjunction with our Chief Executive Officer, overseeing our long-term strategic direction. Mr. Green formerly served as our Chief Executive Officer. Mr. Green founded our predecessor, S.L. Green Properties, Inc., in 1980. Prior to our initial public offering in 1997, Mr. Green had been involved in the acquisition of over 50Manhattan office buildings containing in excess of 10.0million square feet. Mr. Green also served as Chairman of the Board of Gramercy from August 2004through June 2009. Mr. Green is an at-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York and previously has served as Chairman of the Real Estate Board of New York’s Tax Committee. Mr. Green also served as a member of the Board of Directors of Stemedica Cell Technologies, Inc. from August 2007through April 2009. Mr. Green currently serves as a member of the Board of Directors of Streetsquash, Inc., a Section 501(c)(3) tax-exempt organization. Mr. Green also served as a member of the board of trustees of the NYU Langone Medical Center. Mr. Green received a B.A. degree from Hartwick College and a J.D. degree from Boston College Law School. In addition to his industry-wide reputation, Mr. Green’s extensive skills and experience in real estate, including founding our predecessor, provide him with invaluable knowledge of and expertise in our business and industry. This experience, particularly his experience having led our predecessor and the Company, contributes depth and context to the Board’s discussions of the Company’s business.​​

10SL Green Realty Corp.

​

Table of Contents

OUR BOARDTABLE OF DIRECTORS AND CORPORATE GOVERNANCE

Director Succession Planning

CONTENTS

​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​21​
Board Refreshment and Diversity
Led by our Nominating and Corporate Governance Committee, the Board remains focusedengages in ongoing director succession planning, including a focus on refreshing the membership and leadership of the Board and its membership. Our goal isCommittees 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 ensure that, takenMarc Holliday, who also serves as our Chief Executive Officer and Interim President. Mr. Green continues to serve as a whole,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, has the desired mixincluding one racially/ethnically diverse director. As part of expertise, experience, reputationour Board succession planning, Ms. Atkins and diversity necessaryMr. Burton have not been renominated for us to continue to deliver superior performance in a highly competitive marketplace, as well as the knowledge, abilityelection and independence to continue to deliver the high standardwill retire from our Board at our 2024 Annual Meeting of governance expected by our investors. Over the last severalstockholders. We appreciate their years we have added new independent directorsof dedication and service to the Board, most recently including the addition of Craig M. Hatkoff in 2011 and Betsy Atkins in 2015.Company. In furtherance of our goals,connection with their departures, we also intend to identify and haveanticipate appointing a new independent director join the Board in 2017.

member during 2024.

​
[MISSING IMAGE: ic_diversity-pn.jpg]
​​​
Diversity
Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender
​​​
[MISSING IMAGE: ic_experience-pn.jpg]
​​​
Experience
Our Board nominees have broad experience serving on public boards in industries relevant to the Company
​​​
[MISSING IMAGE: ic_leadership-pn.jpg]
​​​
Leadership
Our Board nominees have strong corporate leadership backgrounds such as being CEO, CFO or holding other Executive positions
​
​
[MISSING IMAGE: ic_circlehalf-pn.jpg]
​​​
50%
of our independent Board nominees are diverse, including gender and racial/ethnic diversity
​​​
[MISSING IMAGE: ic_circle43-pn.jpg]
​​​
43%
of our Board nominees currently serve or have served on the Boards of other publicly traded companies
​​​
[MISSING IMAGE: ic_circle86-pn.jpg]
​​​
86%
of our Board nominees currently serve or have served as CEO or in senior leadership positions
​
Identification of Director Candidates

HOW WE IDENTIFY AND CONSIDER DIRECTOR NOMINATIONS
​
[MISSING IMAGE: ic_one-pn.jpg]
​​Identify Potential Candidates​​Our Nominating and Corporate Governance Committee solicits and considers suggestions from our directors and management regarding possible nominees. Our Nominating and Corporate Governance Committee also may procure the services of outside sources or third parties to assist in the identification of director candidates. Candidates may also be identified by stockholders.​
​
[MISSING IMAGE: ic_two-pn.jpg]
​​In-Depth Committee Review​​
The Nominating and Corporate Governance Committee:
•
Considers experience, qualifications, and diversity, including with respect to gender, race, ethnicity, nationality, country of origin or cultural background and perspectives
​
•
Meets with candidates and conducts interviews
​
–
In considering a potential nominee, each member of the Nominating and Corporate Governance Committee has the opportunity to interview potential nominees in person or by telephone and to submit questions to such potential candidate.
​
•
Review independence and potential conflicts
​
​
​
[MISSING IMAGE: ic_three-pn.jpg]
​​Recommend Candidates to Full Board​​The Nominating and Corporate Governance Committee presents potential candidates to full Board for open discussion.​
​
[MISSING IMAGE: ic_four-pn.jpg]
​​Review by Full Board​​The full Board is responsible for approving potential candidates.​
TABLE OF CONTENTS
​22​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
NCGC Director Recruitment Process
Our Nominating and Corporate Governance Committee assists the Board in identifying and reviewing director candidates to determine whether they qualify for membership on the Board and recommends director nominees to the Board to be considered for election at our annual meetingAnnual Meeting of stockholders. Our Nominating and Corporate Governance Committee adopted a written policy on the criteria and process of identifying and reviewing director candidates.

Each director candidate must have (1) have:

1.
education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company’s business or to its status as a publicly owned company, (2) company;
​
2.
an unblemished reputation for integrity, (3) integrity;
​
3.
a reputation for exercising good business judgmentjudgment; and (4)
​
4.
sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed.

In making recommendations to the Board, our Nominating and Corporate Governance Committee considers such factors as it deems appropriate. These factors may include judgment, skill, diversity (including diversity of knowledge, skills, professional experience, education, expertise and representation in industries relevant to the Company), ability to bring new perspectives and add to Board discussion and consideration, experience with businesses and other organizations comparable to the Company (including experience managing public companies, marketing experience or experience determining compensation of officers of public companies), the interplay of the candidate’s experience with the experience of other Board members, the candidate’s industry knowledge and experience, the ability of a nominee to devote sufficient time to the affairs of the Company, any actual or potential conflicts of interest and whether the candidate meets the NYSE independence criteria, the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board, qualifications to serve on appropriate Board committees (including financial acumen), technological literacy, strategic insight, familiarity with desired markets or regions, ability to make independent and analytical judgments, ability to introduce the Company to business or other opportunities, reputation in the corporate governance community, personal rapport with senior officers of the Company, risk management skills and effective communication skills. Such matters are considered in light of the skills, qualifications and diversity of the other members of the Board.

​
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.

Prior to a vote as to whether a potential nominee is recommended

In making recommendations to the Board, our Nominating and Corporate Governance Committee also considers such factors as it deems appropriate, in light of Directors, each memberthe skills, qualifications and background of the Board’s current composition and the opportunities and challenges the Board anticipates in the future. The Nominating and Corporate Governance Committee may consider the following:
•
the candidate’s diversity, including with respect to gender, race, ethnicity, nationality, country of origin, or cultural background and perspectives;
​
•
the candidate’s industry knowledge and experience;
​
•
any actual or potential conflicts of interest and whether the candidate meets the NYSE independence criteria;
​
•
the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board;
​
•
qualifications to serve on appropriate Board committees (including financial acumen);
​
•
technological literacy;
​
•
strategic insight;
​
•
ability to introduce the Company to business or other opportunities;
​
•
reputation in the corporate governance community;
​
•
risk management skills; and
​
•
the candidate’s knowledge in the area of cybersecurity.
​
In 2022, the Nominating and Corporate Governance Committee is provided reasonable accessengaged Spencer Stuart to suchhelp us identify potential nominee. Such access includes a reasonable opportunitynominees to interview such potential nomineeour Board and requested that Spencer Stuart present diverse candidates in person or by telephonetheir slate of recommendations, including gender and ethnic/racial diversity. We appointed Carol N. Brown to submit questions to such potential candidate. In addition, each potential nominee provides the Nominating and Corporate Governance Committee with a written detailed biography and identify on which committeesour Board in March 2022.
Stockholder Recommendations of the Board, if any, the potential nominee would be willing to serve.

Our Nominating and Corporate Governance Committee may solicit and consider suggestions of our directors or management regarding possible nominees. Our Nominating and Corporate Governance Committee also may procure the services of outside sources or third parties to assist in the identification of director candidates.

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 candidates submitted by members of the Board.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.

2016 Proxy Statement 11


Table of Contents

OUR BOARDTABLE OF DIRECTORS AND CORPORATE GOVERNANCE

CONTENTS​
Board Structure and Independence​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​23​

BOARD STRUCTURE AND INDEPENDENCE
Board Leadership Structure

The Board currently consists of eight membersnine members. The current leadership structure of the Board consists of Marc Holliday, who serves as the Chairman of the Board and is divided into three classes. Directors in each class serve for a term of three yearsour Chief Executive Officer and until their successors are duly elected and qualify. The term of directors of one class expires at each annual meeting of stockholders.

Board Leadership Structure;Interim President, John Alschuler, who serves as our Lead Independent Director,

As noted above, 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, currently is comprised of five independent and three employee directors.the Board believes that Mr. Green has servedHolliday’s combined role as Chairman of the Board since1997 and serves as an executive officer. 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 has appointed Mr. Alschuler, onebelieves that having a Lead Independent Director improves the overall functioning of the Board and strengthens the ability of the independent directors as Lead Independent Director. We believe that the number of independent, experienced directors that make up the Board, along with theto effectively exercise independent oversight of ourmanagement during periods when the Chairman of the Board is not an independent director. The Lead Independent Director benefitsis appointed by the Companyindependent directors on the Board, and its stockholders.

We recognizehas a number of responsibilities that different board leadership structures may be appropriate for companies in different situations,help facilitate communication among our independent directors and that no one structure is suitable for all companies. Our current Board leadership structure is optimal for us because it demonstrates tobetween our employeesindependent directors and other stakeholders that the Company is under strong leadership, coordinated closely between a separateour Chief Executive Officer and Chairman, and ensure appropriate independent oversight of management by the Board.

​​​​​
​​
[MISSING IMAGE: ph_johnalschuler-4clr.jpg]
JOHN H.
ALSCHULER
Lead Independent
Director since 2010
​​
​​​​​
Role of the Board. In our judgment, the Company, like many companies, has been well-served by this leadership structure.

To facilitate the role of the independent directors, the Board determined that it is appropriate for the independent directors to appoint one independent director to serve as Lead Independent Director. Director

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

Throughout the

​
​
TABLE OF CONTENTS
​24​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Board and Committee Self-Evaluations
The Board believes that good governance can only be achieved through rigorous self-evaluation. Each year, theour 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 discusses corporate governance practicesalso 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. As part of this process, the
Board conducts an annual evaluation in order to determine whether it and its committees function effectively, with independent directors meeting separately with outside counsel. The discussion with stockholders, as well as the evaluations, are the basis for the Board’s annual review of possible changes to the Company’s corporate governance practices. Our Governance Principles provide the flexibility for the Board to modify our leadership structure as the Board deems appropriate.

Evaluation Process

​
[MISSING IMAGE: ic_one-pn.jpg]
​​​
[MISSING IMAGE: ic_two-pn.jpg]
​​​
[MISSING IMAGE: ic_three-pn.jpg]
​
​Initiate Process​​​Conduct Evaluation​​​Implement Conclusions​
​NCGC establishes Board and committee self-evaluation process, including incorporation of process improvements from previous review cycles​​​Directors meet to formally discuss the functioning of the Board and any committees on which they serve to identify areas for improvement. Independent directors meet separately with outside counsel​​​The Board and each committee implement proposed governance improvements with assistance of management and third party advisors, as needed​
Director Independence

Our Governance Principles provide that a majority of our directors serving on the Board must be independent as required by the listing standards of the NYSE and the applicable rules promulgated by the SEC.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 determined affirmatively, based upon its review ofhas reviewed all relevant facts and circumstances and after consideringconsidered all applicable relationships of which the Board had knowledge, between or among the directors and the Company or our management (some of such relationships are described in the section of this proxy statement entitled “Certain Relationships and Related Party Transactions”),. Based upon this review, the Board has determined that each of the following directors and director nominees has no direct or indirect material relationship with us and is independent under the listing standards of the NYSE the applicable rules promulgated by the SEC 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 Messrs.Mr. Edwin T. Burton III, John H. Alschuler, John S. Levywho are not standing for reelection were independent under the listing standards of the NYSE and Craig M. Hatkoff.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 because they are also executive officers of the Company.

12  SL Green Realty Corp.

independent.

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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 who currently comprise all of the non-management directors, meet in executive sessions from time to time on such a basis. The executive sessions are regularly chaired by our Lead Independent Director.

TABLE OF CONTENTS​
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​25​
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., 420 LexingtonOne Vanderbilt Avenue, New York, New York 10170-1881.10017-3852. Mr. Levine forwardswill direct all such communications to the intended recipient or recipients. Any such communications may be made anonymously.

Director Attendance

The Board held foursix meetings during fiscal year 20152023, and all directors attended 75% or more of the board of directorsBoard meetings and meetings of the committees on which they served during the periods they served.

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. FourThree of our directors attended the annual meeting of stockholders held on June 4, 2015.

Board Committees

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., 420 LexingtonOne Vanderbilt Avenue, New York, New York 10170-1881.10017-3852. From time to time, the Board also may create additional committees for such purposes as the Board may determine.

Audit Committee

Our Audit Committee consists The information found on our website is not incorporated into, and does not form a part of, Betsy Atkins, Edwin Thomas Burton, III (Chairman), Craig M. Hatkoff and John S. Levy, each of whom is “independent” withinthis proxy statement or any other report or document we file with, or furnish to, the meaning of the rules of the NYSE and the SEC and each of whom meets the financial literacy standard required by the rules of the NYSE. SEC.

TABLE OF CONTENTS
​26​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​​​
​​
AUDIT
COMMITTEE
Members
Edwin T. Burton, III (Chair)
Betsy S. Atkins
Lauren B. Dillard
Craig M. Hatkoff
Meetings in 2023: 12
​​
​​​​​
Principal Responsibilities:
Our Audit Committee’s primary purpose is to selectpurposes are to:
•
Select and appoint our independent registered public accounting firm and to assist
​
•
Assist the Board in its oversight of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the qualifications and independence of the registered public accounting firm employed by the Company for the audit of the Company’s financial statements; the performance of the people responsible for the Company’s internal audit function; and the performance of the Company’s independent registered public accounting firm. Our Audit Committee also preparesfirm
​
•
Prepare the report that the rules of the SEC requireis required to be included in this proxy statement and providesby the rules of the SEC
​
•
Provide an open avenue of communication among the Company’s independent registered public accounting firm, its internal auditors, its management and the Board. Board
​
Each member of the Audit Committee is independent within the meaning of the rules of the NYSE and the SEC and each of them meets the financial literacy standard required by the rules of the NYSE.
Additional information regarding the functions performed by our Audit Committee is set forth in the “Audit Committee Report” included in this annual proxy statement.
Audit Committee Financial Expert
The Board determined that each of Edwin T. Burton, III and Lauren B. Dillard qualify as an “audit committee financial expert,” as defined in Item 407(d) of SEC Regulation S-K.
​
Our management is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.
Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of our Annual Report

2016 Proxy Statement 13


Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

on Form 10-K, reviewing our quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q and annually auditing the effectiveness of our internal control over financial reporting and other procedures. Our Audit Committee held 12 meetings during fiscal year 2015. Additional information regarding the functions performed by our Audit Committee is set forth in the “Audit Committee Report” included in this annual proxy statement.

Audit Committee Financial Expert

The Board determined that Edwin T. Burton, III qualifies as an “audit committee financial expert,” as defined in Item 401(h) of SEC Regulation S-K.

Compensation Committee

Our Compensation Committee consists of John H. Alschuler (Chairman), Edwin Thomas Burton, III and John S. Levy, each of whom is “independent” within the meaning of the rules of the NYSE.

​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​27​
​​​​​
​​
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.
​​
​​​​​
Principal Responsibilities:
Our Compensation Committee’s primary purposes are to determineto:
•
Determine how the Company’s Chief Executive Officer should be compensated; to administercompensated
​
•
Administer the Company’s employee benefit plans and executive compensation programs; to determineprograms
​
•
Determine compensation of our executive officers other than our Chief Executive Officer; and to produceOfficer
​
•
Produce the report on executive compensation that is required to be included in this proxy statement. Withstatement
​
•
Solicit recommendations, with respect to the compensation of our executive officers, our Compensation Committee solicits recommendations from our Chief Executive Officer regarding total compensation for all executive officers other than the Chief Executive Officer and reviewsreview his recommendations in terms of total compensation and the allocation of such compensation among base salary, annual bonus amounts and other long-term incentive compensation as well as the allocation of such items between cash and equity compensation. compensation
​
Each member of the Compensation Committee is independent within the meaning of the rules of the NYSE.
​
Our Compensation Committee retained Gressle & McGinley LLC as its independent outside compensation consulting firm and engaged Gressle & McGinley LLC to provide our Compensation Committee with relevant data concerning the marketplace, our peer group and its own independent analysis and recommendations concerning executive compensation. Gressle & McGinley LLC regularly participates in Compensation Committee meetings. See “Executive Compensation—Compensation Discussion and Analysis.” Our Compensation Committee held two meetings during fiscal year 2015.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of John H. Alschuler, Edwin Thomas Burton, III, Craig M. Hatkoff and John S. Levy (Chairman), each of whom is “independent” within the meaning of the rules of the NYSE.

​
TABLE OF CONTENTS
​28​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​​​
​​
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.
​​
​​​​​
Principal Responsibilities:
Our Nominating and Corporate Governance Committee’s primary purposes are to identifyto:
•
Identify individuals qualified to fill vacancies or newly-created positions on the Board; to recommendBoard
​
•
Recommend to the Board the persons it should nominate for election as directors at annual meetings of the Company’s stockholders; to recommendstockholders
​
•
Recommend directors to serve on all committees of the Board; and to developBoard
​
•
Develop and recommend to the Board governance principles applicable to the Company. OurCompany
​
•
Oversee ESG matters, including related risk and strategy
​
Each member of the Nominating and Corporate Governance Committee held one meeting during fiscal year 2015.

Executive Committee

is independent within the meaning of the rules of the NYSE.

​
​​​​
​​​​​
​​
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.
​​
​​​​​
Principal Responsibilities:
Subject to the supervision and oversight of the Board, our Executive Committee which consists of Stephen L. Green (Chairman), Marc Holliday and John H. Alschuler, is responsible for, among other things, thethings:
•
The approval of our acquisition, disposition and financing of investments; theinvestments
​
•
The authorization of the execution of certain contracts and agreements, including those relating to our borrowing of money; and themoney
​
•
The exercise, in general, of all other powers of the Board, except for such powers that require action by all directors or the independent directors under our articles of incorporation or bylaws or under applicable law. Our Executive Committee did not hold any meetingslaw
​
​
TABLE OF CONTENTS​
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​29​
CORPORATE GOVERNANCE
Corporate Governance Highlights
​
Board Independence and Composition
•
Majority independent Board and 100% independent Nominating and Corporate Governance, Audit and Compensation Committees
​
•
Lead Independent Director role with robust responsibilities
​
​​​
Board and Board Committee Practices
•
Board and committee self-evaluations
​
•
Risk oversight by full Board and Audit Committee
​
•
ESG oversight
​
•
Robust stockholder engagement
​
​​​
Stockholder Rights
•
Annual election of all directors
​
•
Majority voting standard for director elections
​
•
Stockholder ability to amend bylaws by majority vote
​
•
Proxy access bylaw provision
​
​
Board Oversight of Strategy
One of the most important functions of the Board relates to its role in formulating and did not take any actionsoverseeing the execution of our business strategy. In order to do this, the Board:
•
actively participates with management in the formulation and refinement of our business strategy to help ensure that our strategic goals are thoughtfully constructed and well-articulated;
​
•
periodically meets with our management and external advisors in full day or multi-day sessions focused on long-term strategic planning;
​
•
no less than quarterly, receives updates from management regarding internal progress toward strategic goals and changes in market conditions and external strategic opportunities and challenges in order to assist our management in refining its business strategy and reacting to particular opportunities or challenges that arise;
​
•
monitors and evaluates performance through these regular updates and by written consent during fiscal year 2015, as all matters within its authority were approvedactively engaging in dialogues with our senior management team;
​
•
discusses aspects of our business strategy at every meeting, and includes key elements of our strategy in the work performed by the Board.

14  SL Green Realty Corp.


Tablecommittees of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance

Stockholder Outreach

the Board; and

​
•
oversees financial and operational performance, non-financial measures, including sustainability, social and governance goals.
​
The Board believes that, through these ongoing efforts, it is able to focus on our performance over the short, intermediate and long term to secure the continuing health and success of the business for our Lead Independent Directorstockholders.
TABLE OF CONTENTS
​30​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Enterprise Risk Management Oversight
​​​​​
​​
Board​
The Board is responsible for overseeing the Company’s risk management process. Both directly and through its committees, the Board focuses on the Company’s general risk management strategy and the most significant risks facing the Company and ensures that appropriate risk mitigation strategies are implemented by management. The Board is routinely apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. In particular, the Board focuses on overseeing risks relating to the financial health of the Company, including the structure, composition and amount of our debt, broad market and portfolio conditions, status of development projects, ESG issues, succession planning and other material risks facing the Company.
​​
​​
[MISSING IMAGE: ic_triangle-pn.jpg]
​​
​​
Audit Committee
•
Oversees the Company’s risk management process
​
•
Reviews with management (a) Company policies with respect to risk assessment and management of risks that may be material to the Company, (b) disclosure controls and internal controls over financial reporting and (c) the Company’s compliance with legal and regulatory requirements
​
•
Reviews major legislative and regulatory developments that could have a material impact on the Company’s contingent liabilities and risks
​
​​​
Compensation Committee
•
Considers potential risks to the Company in its determinations of the overall structure of our executive compensation program, our ability to attract, retain and motivate our management team, the specific goals it establishes for our executives and the influence of incentive compensation on risk-taking
​
​​​
Nominating and Corporate Governance Committee
•
Considers potential risks to the Company related to the composition of the Board, including succession planning and diversity, ESG matters, compliance with corporate governance guidelines and adoption of new policies and governance guidelines
​
​​
​​​​​
​​
[MISSING IMAGE: ic_triangle-pn.jpg]
​​
​​​​​
​​
Management​
The Company’s management is responsible for day-to-day risk management, including the primary monitoring and testing function for company-wide policies and procedures, and day-to-day oversight of the risk management strategy for the ongoing business of the Company. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels.
​​
​​​​​
All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.
We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that the Board leadership structure supports this approach.
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​31​
​
OVERSIGHT OF CYBERSECURITY​
Included in our Board’s oversight and approach to risk management is a focus on cybersecurity. Our cybersecurity program, which is applied across all levels of the Company, is designed to protect our information assets and operations from external and internal cyber threats by seeking to mitigate and manage risks while helping to ensure business resiliency.
Cybersecurity Oversight
The Board oversees our risk management process directly and through its committees. Pursuant to the Audit Committee charter, the Audit Committee provides compliance oversight to our risk assessment and risk management policies and the steps management has taken to monitor and mitigate such exposures and risks.
Our Senior Director, Information Security & Network Systems, in coordination with the Senior Vice President, Information Technology, is responsible for leading the assessment and management of cybersecurity risks, and regularly reviewing and assessing cybersecurity initiatives. They are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
The Senior Vice President, Information Technology reports to the Board, the Audit Committee and management on cybersecurity risk assessment, policies, incident prevention, detection, mitigation, and remediation of cybersecurity incidents on an as needed basis.
Risk and Vulnerability Management
We take a risk-based approach to cybersecurity and have implemented policies that are designed to address cybersecurity threats and incidents, including those related to third-party service providers. We assess risks from cybersecurity threats, monitor our information systems for potential vulnerabilities and test those systems pursuant to our cybersecurity standards, processes and practices, as part of our overall risk management system.
External Assurance
We leverage external resources and advisors as needed to reinforce our cybersecurity capacity. External consultants perform testing exercises to further assess our cybersecurity program on an annual basis, or more frequently if circumstances warrant such testing.
Risk Mitigation and Strategy
With growing risks associated with cybersecurity, we mitigate our exposure by offsetting the potential costs involved with recovery after a cyber-related security breach or similar event by purchasing cyber liability insurance coverage.
Our cybersecurity strategy is guided by prioritized risk, the National Institute for Standards and Technology (NIST) Cybersecurity Framework, and emerging business needs. We maintain a cybersecurity incident response plan, as well as a monitoring program, to support senior leadership and the Board.
Security Assessments
We periodically employ internal software tools as well as external agencies to test the efficacy of our security protocols. Any weaknesses found are addressed through corrective action plans and systematic changes.
Cybersecurity Awareness
To ensure our employees are equipped with strategies to combat cybersecurity threats, our employees are provided cybersecurity awareness training, which includes topics on our policies and procedures for reporting potential incidents. All employees also receive security awareness tips to help identify phishing, deceptive emails, and corrupt links.
​
TABLE OF CONTENTS
​32​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Stockholder Outreach
The Board believes that engaging in stockholder outreach is an essential element of strong corporate governance. We strive for a collaborative approach to issues of importance to investors and continually seek to better understand the views of our investors on key topics affectingtopics.
​Who We Engage​​​​
Offered Engagement with Approximately​
​​​How We Engage​​
​Over the past several years, the chairs of the Compensation and Nominating and Governance Committees and members of our senior management team have engaged with many of our largest institutional investors.​​​
[MISSING IMAGE: pc_stockholder-pn.jpg]
​​​We held in-person and virtual meetings, conducted calls and otherwise engaged with investors on topics including our business strategy and executive compensation as well as governance and ESG matters.​
Following the 2023 annual meeting, the Company:
​​​​​
​​
Offered
Engagement with
approximately​
​​​
Had Direct one-on-
one discussions
with approximately​
​​​
Directors participated in
calls with stockholders
representing approximately​
​​
​​
75%​
of Outstanding Shares
​​​
69%
of Outstanding Shares
​​​
38%
of Outstanding Shares
​​
​​​​​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​33​
​
Our Track Record of Responsiveness​
Our Board has always valued stockholder feedback and has embarked on a robust stockholder outreach program for 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 as outlined below, and as further discussed under Executive Compensation, below.
​
​​​​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
​
​
TABLE OF CONTENTS
​34​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Stockholder Amendments to Bylaws
Our bylaws provide our business. In 2015 and 2016, membersstockholders 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 senior management teamstockholders 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 Lead Independent Director engaged with manydirectors are elected for one-year terms as of our largest institutional investors, representing ownership of more than 65% of our outstanding common stock. We then shared the feedback received during our outreach process with the Board and its committees to make meaningful changes to our corporate governance practices and launch new initiatives, including the following actions taken prior to our 20162020 annual meeting:

●

Proxy Access. In March 2016, the Board adopted a proxy access bylaw, enabling our stockholders to include their own director nominees in our proxy materials along with candidates nominated by the Board, so long as they meet certain requirements, as set forth in our bylaws

●

Majority Voting. In March 2016, the Board implemented a majority voting standard for director elections

●

Independent Director Search. We intend to identify and have a new independent director join the Board in 2017

meeting.

Proxy Access

As a result of our stockholder engagement efforts and our commitment to corporate governance, in March 2016 we

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 theystockholder-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

As a result of our stockholder engagement efforts and our commitment to corporate governance, in March 2016 the Board implemented

We have a majority voting standard for director elections. In an uncontested election (as is the case for this annual meeting)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���“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 Securities and Exchange CommissionSEC (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.

2016 Proxy Statement  15


Table of Contents

OUR BOARDTABLE OF DIRECTORS AND CORPORATE GOVERNANCE

Sustainability

The Board shares our commitmentCONTENTS

​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​35​
Environmental Social & Governance (ESG)
Our ultimate sustainability goal is to environmentally sustainable initiativescreate long-term social, cultural, financial, and innovation that deliver efficiency, value and healthenvironmental benefits for our business,stakeholders—our investors, our partners, our tenants, our employees, and community. Structured around the three key areasour community members. The success of efficiency, tenant experience and industry leadership, our sustainability program integrates market-leading initiatives to address energy usage, natural resource consumption, air quality, recycling, transportationis driven by the guidance from our Board of Directors and education.

Our commitment toward efficiency is evidenced by portfolio-wide investments. By implementing cutting edge technologies and modernizing obsolete building systems, we continue to optimize building performance, reduce maintenance costs and provide tenants with a Class A experience. We have installed more than 35,000 LED bulbs, monitor energy consumption through a real-time energy platform and track our portfolio’s sustainability performance through a web based environmental management system. Currently, we are exploring the deployment of cogeneration, photovoltaic “solar” panels, fuel cells and steam reduction technologies to provide healthier and more reliable forms of energy throughout our portfolio.

Key to our program is active tenant engagement. We partner with tenant sustainability teams to elevate the synergies and capabilitiesleadership of our companies for the benefit of the community. This collaboration takes the form of LEED-CI certifications, Earth Day events, annual community service days, quarterly tenant educational webinars on sustainability topics, Urban Green Council award nominations and participation in the NYC Mayor’s Zero Waste Challenge.

Our industry leadership has been widely recognized. During 2015 and 2016, we were recognized by the United States Environmental Protection Agency as an ENERGY STAR Partner of the Year for our efforts to strategically manage and improve energy efficiency across our Manhattan and suburban portfolios. In addition to releasing a compliant GRI report for the past 3 consecutive years, we have been recognized by Newsweek as one of the greenest companies in the United States. Additionally, we have been included in the MSCI Sustainability Index since 2015. Our sustainability strategy, achievements and reports are availableexecutive management team. We depend on our website at http://www.slgreen.com/sustainability.

Risk Oversight

The Board is responsiblebest-in-class team to fully integrate and apply the organization’s ESG principles into day-to-day operations.

Delivering Value for overseeing the Company’s risk management process. The Board focuses on the Company’s general risk management strategy and the most significant risks facing the Company, and ensures that appropriate risk mitigation strategies are implemented by management. The Board also is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. In particular, the Board focuses on overseeing risks relating to the structure and amount of our debt, including overall aggregate principal balance, variable rate versus fixed rate debt, maturity schedules and balance of secured and unsecured debt.

The Board delegated to the Audit Committee oversight of the Company’s risk management process. Among its duties, the Audit Committee reviews with management (a) the Company policies with respect to risk assessment and management of risks that may be material to the Company, (b) the Company’s system of disclosure controls and system of internal controls over financial reporting and (c) the Company’s compliance with legal and regulatory requirements. The Audit Committee also is responsible for reviewing major legislative and regulatory developments that could have a material impact on the Company’s contingent liabilities and risks.All Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

In addition, our Compensation Committee considers the risks to the Company’s stockholders and to the achievement of our goals that may be inherent in the Company’s executive compensation program.

The Company’s management is responsible for day-to-day risk management, including the primary monitoring and testing function for company-wide policies and procedures, and management of the day-to-day oversight of the risk management strategy for the ongoing business of the Company. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels.

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.

16  SL Green Realty Corp.

Stakeholders
​Employees​​​Tenants​​​Community​​​Stockholders​
​We feel that an equitable and inclusive workplace is positively linked to performance. We are committed to fostering a corporate culture that enables our employees to meet their full potential.​​​Our long-standing relationships and continued collaboration with our tenants are essential to long-term improvement of our portfolio’s ESG performance, while providing our tenants with unique offerings to track and foster sustainability.​​​SL Green’s success is linked to a thriving New York City. We support a variety of causes that address the physical, mental, and emotional needs of our community. We also create thousands of jobs and positive community impact.​​​Our ongoing ESG efforts help attract and retain diverse, high-performing talent, maximize our portfolio and give back to our NYC community, elements which are essential to delivering long-term stockholder value.​
​
[MISSING IMAGE: ic_esgoversight-pn.jpg]
​​
ESG Oversight​
•
Reflecting its importance to our long-term strategic plan, the Board has designated the oversight of ESG matters, including related strategy and risk, to the Nominating and Corporate Governance Committee.
​
•
At the management level, ESG and DEI initiatives are overseen by Edward V. Piccinich, SL Green’s Chief Operating Officer.
​
•
Annual ESG reporting is conducted in accordance with GRI, CDP, GRESB, SASB, and TCFD frameworks.
​
•
Environmental performance data is assured by a third party.
​
•
Physical environmental risk factors and transition risks related to environmental legislation are mitigated by energy management, long-term capital investments in energy efficiency, and tenant programs focused on sustainability. More information can be found in the 2023 TCFD Report.
​
​
​
[MISSING IMAGE: ic_environmental-pn.jpg]
​​
Climate Strategy and Goals
Our climate strategy ensures that our goals are outcome-driven and transparent. We deploy tactics that reduce our climate impact.
1. Emissions Avoidance & Capital Improvements
2. Operationalizing Energy Efficiency
3. Workforce Training & Development
4. Energy Demand Management & Curtailment
5. Embodied Carbon Reduction
6. Renewable Energy Credits & Carbon Offsets
​
​​
SCOPE 1, 2, AND 3—CAPITAL GOODS TARGETS:
Validated by SBTi​
​​
​​
2023: SLG emissions reduction targets were validated by SBTi.
SLG is committed to reduce absolute Scope 1 and Scope 2 emissions 50.4% and
Scope 3 (Capital Goods) emissions 30% by 2031 from a 2019 base year.
​​
​

Table of Contents

OUR BOARDTABLE OF DIRECTORS AND CORPORATE GOVERNANCE

CONTENTS

​36​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​
[MISSING IMAGE: ic_human-pn.jpg]
​​
Human Capital Management
•
Certified as a Great Place to Work with 92% of SL Green employees indicating they are proud to work for SL Green in a 2023 employee engagement survey
​
•
40% of employees have worked at SL Green for >7 years, and 62% of open corporate management positions were filled by internal promotions
​
•
Market-leading benefits program spanning healthcare, 401(k) match, employee stock purchase plan, disability and advanced fertility coverage, wellness and life insurance
​
•
Investments in human capital development through training programs, tuition reimbursement and ongoing education
​
•
Zero tolerance, anti-discrimination and anti-harassment policies and training
​
•
Racial minorities represent 59% and women represent 41% of all SL Green employees in 2023
​
•
Implemented a diversity focused recruitment platform in 2023; 69% of all 2023 new hires identify as racially diverse
​
​
​
[MISSING IMAGE: ic_corporate-pn.jpg]
​​
Corporate Philanthropy
•
Over $23M in financial support contributed to over 500 charitable organizations in New York City and beyond over the past 11 years
​
•
Co-founded FOOD1st to address NYC food insecurity; delivered over 1,000,000 meals since April 2020
​
•
Under the Governor’s Committee on Scholastic Achievement, a non-for-profit that connects high school students from underperforming New York communities with corporate mentors, SL Green employees volunteer as mentors, intended to provide local high school students with the knowledge of what is required to succeed in the “real world.”
​
•
Ongoing donation of one percent of gross ticket sales at SUMMIT, One Vanderbilt’s immersive observatory experience, to New York focused charities through the SUMMIT Foundation
​
​
TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​37​
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 the lawlegal 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, with applicable laws, 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

Our

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 ChairmanChair of our Audit Committee, c/o Andrew S. Levine, Secretary, SL Green Realty Corp.,420 Lexington, One Vanderbilt Avenue, New York, New York 10170-1881.10017-3852. Any such communications may be made anonymously.

Director Compensation

Directors

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 whobelieves that participation in the public policy process is an important and essential means of enhancing stockholder value. Our efforts in this area are also employees receive no additionaldirectly 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.
TABLE OF CONTENTS​
​38​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
DIRECTOR COMPENSATION
Director Compensation Process
We review our director compensation for their services as directors. The following table sets forth information regardingannually, including engagement of FTI Consulting to evaluate the compensation paid tostructure 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 duringby $65,000, or 21.7%, from $300,000 to $235,000, and reduced the fiscal year endedcash 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 31, 2015.

Name   Fees Earned or
Paid in Cash(1)
($)		   Stock
Awards(2)
($)		     Option
     Awards(3)
($)		   Total
($)
Edwin T. Burton, III$     89,500$     300,000—$     389,500
John H. Alschuler$193,500$300,000— $493,500
John S. Levy $80,500$300,000—$380,500
Craig M. Hatkoff$66,000 $300,000 —$366,000
Betsy Atkins$52,000$225,000—$277,000

(1)Mr. Levy deferred all of his 2015 cash compensation and Mr. Alschuler and Mr. Hatkoff deferred $67,500 and $25,000, respectively, of their 2015 cash compensation pursuant to our Non-Employee Directors’ Deferral Program. Mr. Burton elected to receive all of his 2015 cash compensation in the form of shares of our common stock. Accordingly, our non-employee directors received the following shares of our common stock or phantom stock units with respect to the portion of their 2015 cash compensation that they elected to defer or receive in stock, as applicable: Mr. Burton received 706 shares, Mr. Alschuler received 577 units, Mr. Levy received 626 units and Mr. Hatkoff received 215 units.
(2)Amounts shown reflect the full grant date fair value on the date of grant of shares of common stock or phantom stock units granted to the directors in 2015, excluding shares of 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 2015. At December 31, 2015, the aggregate number of option awards held by our non-employee directors was as follows: Mr. Burton—6,000; Mr. Alschuler—26,500; Mr. Levy—50,500; and Mr. Hatkoff—20,500.

2016 Proxy Statement  17


Table2023, the Compensation Committee again conducted a full review of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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, 2015,2023, the fees for non-employee Directors were:

Annual cash retainers   
Cash retainer$     50,000
Additional cash retainer if serving as the Lead Independent Director$85,000
Additional cash retainer if serving as a chair of the Audit Committee$10,000
Additional cash retainer if serving as a chair of the Compensation Committee$7,500
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.$300,000

Annual cash retainers​​​​​​​
Cash retainer​​​$50,000​​
Additional cash retainer if serving as the Lead Independent Director​​​$70,000​​
Additional cash retainer if serving as a chair of the Audit Committee​​​$25,000​​
Additional cash retainer if serving as a chair of the Compensation Committee​​​$20,000​​
Additional cash retainer if serving as a chair of the Corporate Governance Committee​​​$5,000​​
Meeting fees​​​​​​​
For each meeting of the Board or a committee of the Board​​​$1,500​​
For each special meeting of the Audit Committee held independently of Board meetings​​​$4,000​​
Stock grant​​​​​​​
Valued at the grant date with shares fully vested on such grant date.​​​$235,000​​
The annual fees and meeting fees generally are payable quarterly in cash; provided that eachcash. 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 thea 30-day LIBORSOFR-based rate at the beginning of each month plus 2%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.

For

TABLE OF CONTENTS
​OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​​39​
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 ending 2016,ended December 31, 2023.
Name​​
Fees Earned or
Paid in Cash(1)
($)
​​
Stock Awards(2)
($)
​​
Option
Awards(3)
($)
​​All Other
Compensation
($)		​​Total
($)		​
John H. Alschuler​​​$79,500​​​​$235,000​​​​​—​​​​​—​​​​$314,500​​
Betsy S. Atkins​​​$75,500​​​​$235,000​​​​​—​​​​​—​​​​$310,500​​
Carol N. Brown​​​$63,500​​​​$235,000​​​​​—​​​​​—​​​​$298,500​​
Edwin T. Burton, III​​​$100,500​​​​$235,000​​​​​—​​​​​—​​​​$335,500​​
Lauren B. Dillard​​​$131,500​​​​$235,000​​​​​—​​​​​—​​​​$366,500​​
Stephen L. Green​​​$59,000​​​​$235,000​​​​​—​​​​$216,672(4)​​​​$510,672​​
Craig M. Hatkoff​​​$83,500​​​​$235,000​​​​​—​​​​​—​​​​$318,500​​
John S. Levy(5)
​​​$28,000​​​​$235,000​​​​​—​​​​​—​​​​$263,000​​
​
(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.
​
(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.
​
(3)
There were no stock options granted to members of the Board in 2023.
​
(4)
Represents monthly retainer fees paid pursuant to the chairman emeritus agreement we retainedentered into with Mr. Green in connection with his retirement as Chairman of the sameCompany 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.
​
(5)
Mr. Levy retired as a director compensation arrangements that were in place for 2015.

18  SL Green Realty Corp.

June 2023.
​

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Executive Officers​
Director compensation has been unchanged since 2019, when we reduced the value of the annual stock grant to directors by $65,000, or 21.7%, from $300,000 to $235,000 and reduced the cash retainer paid for serving as our Lead Independent Director by $15,000, or 17.6%, from $85,000 to $70,000.
​

TABLE OF CONTENTS​
​40
   		​​​​
EXECUTIVE OFFICERS
The following sets forth biographical information regarding our executive officers who are not also directors.

Matthew​​​​​
​​
MATTHEW J.
DiLiberto
DILIBERTO
[MISSING IMAGE: ph_matthewdiliberto-bw.jpg]
Chief Financial Officer
Executive Officer
Since: 2015
Age: 49
​​
​​​​​
•
Mr. DiLiberto joined the Company in September 2004 and currently serves as the Company’s Chief Financial Officer, overseeing the finance, accounting, tax, investor relations and corporate capital markets functions of the organization.
​
•
Mr. DiLiberto previously served as the Company’s Chief Accounting Officer & Treasurer from 2007 to 2014.
​
•
From June 2000 to September 2004, Mr. DiLiberto was with Roseland, New Jersey-based Chelsea Property Group, now a division of Simon Property Group, a REIT focused on the development and ownership of premium outlet centers, where he was a Controller and Director of Information Management.
​
•
From August 1998 to June 2000, Mr. DiLiberto worked at New York-based Vornado Realty Trust, a diversified REIT with ownership interests in office, retail, and other property types, where he worked as a Senior Financial Analyst focusing on accounting and controls as well as the preparation of high-level management reports and SEC filings.
​
•
Prior to joining Vornado Realty Trust, Mr. DiLiberto worked as a Business Assurance Associate at Coopers and Lybrand, LLP (now PricewaterhouseCoopers LLP).
​
•
Mr. DiLiberto currently serves as Vice Chairman of the Board of Directors of the FDNY Foundation, and has been a firefighter in New Jersey since 1997.
​
•
Mr. DiLiberto received a B.S. degree in Accounting from The University of Scranton.
​
​
​   ​
 ​   

Matthew J. DiLiberto joined​

​​​​​
​​
ANDREW S.
LEVINE
[MISSING IMAGE: ph_andrewlevine-4clr.jpg]
General Counsel
Executive Officer
Since: 2007
Age: 65
​​
​​​​​
•
Mr. Levine has served as our Chief Legal Officer and General Counsel since April 2007 and as our General Counsel, Executive Vice President and Secretary since November 2000.
​
•
Prior to joining the Company, Mr. Levine was a partner in the REIT and Real Estate Transactions and Business groups at the law firm of Pryor, Cashman, Sherman & Flynn, LLP.
​
•
Prior to joining Pryor, Cashman, Sherman & Flynn, LLP, Mr. Levine was a partner at the law firm of Dreyer & Traub.
​
•
Mr. Levine received a B.A. degree from the University of Vermont and a J.D. degree from Rutgers School of Law, where Mr. Levine was an Editor of the Law Review.
​
•
He currently serves as a member of the Advisory Committee for Rutgers Center for Corporate Law and Governance.
​
​
TABLE OF CONTENTS​​
​​​​41
   		​
EXECUTIVE COMPENSATION
​
PROPOSAL 2​
​​​​​
​​​​
​
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS​
​
​In accordance with the requirements of Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended, and related SEC rules, we are asking our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. This is commonly known as, and is referred to herein as, a “say-on-pay” proposal or resolution.​
​At our 2023 annual stockholder meeting, our stockholders voted, on a non-binding, advisory basis, by an affirmative vote of a majority of all votes cast, that the Company should continue to hold future non-binding advisory votes on executive compensation on an annual basis. On June 5, 2023, the Board determined that it will include future advisory votes on the compensation of our named executive officers in September 2004 and currently serves as the Company’s Chief Financial Officer overseeingannual meeting proxy materials every year until the finance, accounting, tax, investor relations and corporate capital markets functionsnext advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the organization. Mr. DiLiberto previously served as2029 annual meeting of stockholders.​
​Accordingly, the Company is providing stockholders with the opportunity to approve the following non-binding, advisory resolution:​
​“RESOLVED, that the compensation paid to the Company’s Chief Accounting Officer & Treasurer. From June 2000named executive officers, as disclosed in this proxy statement pursuant to September 2004, Mr. DiLiberto was with Roseland, New Jersey-based Chelsea Property Group, now a divisionItem 402 of Simon Property Group, a REIT focused onRegulation S-K, including the developmentCompensation Discussion and ownership of premium outlet centers, where he was a ControllerAnalysis, compensation tables and Director of Information Management. From August 1998 to June 2000, Mr. DiLiberto worked at New York-based Vornado Realty Trust, a diversified REIT with ownership interests in office, retail, and other property types, where he worked as a Senior Financial Analyst focusing on accounting and controls as well as the preparation of high level management reports and SEC filings. Prior to joining Vornado Realty Trust, Mr. DiLiberto worked as a Business Assurance Associate at Coopers and Lybrand, LLP (now PricewaterhouseCoopers LLP). Mr. DiLiberto currently serves as a member of the Board of Directors of the FDNY Foundation. Mr. DiLiberto received a B.S. degree in Accounting from The University of Scranton. Mr. DiLibertonarrative discussion, is 41 years old.

hereby APPROVED.”		​
​The affirmative vote of a majority of all the votes cast with respect to this proposal will be required to approve this proposal.​
Andrew S.
Levine​

Andrew S. Levine has served as our Chief Legal Officer since April 2007 and as our General Counsel, Executive Vice President and Secretary since November 2000. Prior to joining the Company, Mr. Levine was a partner in the REIT and Real Estate Transactions and Business groups at the law firmThe results of Pryor, Cashman, Sherman & Flynn, LLP. Prior to joining Pryor, Cashman, Sherman & Flynn, LLP, Mr. Levine was a partner at the law firm of Dreyer & Traub. Mr. Levine received a B.A. degree from the University of Vermont and a J.D. degree from Rutgers School of Law, where Mr. Levine was an Editor of the Law Review. Mr. Levine is 57 years old.

2016 Proxy Statement  19


Table of Contents

EXECUTIVE COMPENSATION

Proposal 2: Advisory Votethis advisory vote are not binding on the Compensation Committee, the Company or the Board. Nevertheless, we value input from our stockholders and will consider carefully the results of our Named Executive Officersthis vote when making future decisions concerning executive compensation.​

Section 14A(a)(1) of the Exchange Act generally requires each public company to include in its proxy statement a separate resolution subject to a non-binding stockholder vote to approve the compensation of the company’s named executive officers, as disclosed in its proxy statement pursuant to Item 402 of Regulation S-K, not less frequently than once every three years. This is commonly known as, and is referred to herein as, a “say-on-pay” proposal or resolution.

At our 2011 annual stockholder meeting, our stockholders advised on a non-binding basis, by an affirmative vote of a majority of all votes cast, that the Company should hold non-binding advisory votes on executive compensation on an annual basis. On July 14, 2011, the Board determined that it will include future advisory votes on the compensation of our named executive officers in the Company’s annual meeting proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2017.

Accordingly, pursuant to Section 14A(a)(1) of the Exchange Act, the Company is providing stockholders with the opportunity to approve the following non-binding, advisory resolution:

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

​​
The Board unanimously recommends a vote“FOR” the above resolution
regarding the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion in this Proxy Statement.
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​

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

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


TABLE OF CONTENTS​
Compensation Committee Report​42​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​

The Compensation Committee of the Board of Directors of SL Green Realty Corp. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, our Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Submitted by our Compensation Committee
John H. Alschuler (Chairman)
Edwin Thomas Burton, III
John S. Levy

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS
This section of our proxy statement discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative and quantitative information regarding the manner and context in which compensation is awarded to, and earned by, our named executive officers and places in perspective the data presented in the tables and narrative that follow.

Throughout this proxy statement, the individuals who served as our Chief Executive Officer, andPresident, Chief Financial Officer and General Counsel during our 20152023 fiscal year are referred to as the “named executive officers,” “our NEOs” or our “executives.”
Mr. Mathias’s term as President ended when his employment agreement expired on December 31, 2023, and was not renewed by the Company. Where indicated, we exclude Mr. Mathias from the discussion in this Compensation Discussion and Analysis section because Mr. Mathias received amounts that became payable in 2024 pursuant to the terms of his employment agreement in lieu of 2023 compensation approved by the Compensation Committee (the “Committee”). See “—Potential Payments Upon Termination or Change in Control” below for a summary of the employment agreement as well as a summary of the non-renewal and advisory agreement that we entered into with Mr. Mathias to ensure a smooth transition.
Executive Summary
Named Executive Officers
​
[MISSING IMAGE: ph_marcholliday-bwlr.jpg]
​​​
[MISSING IMAGE: ph_andrewmathias-bwlr.jpg]
​​​
[MISSING IMAGE: ph_matthewdiliberto-bw.jpg]
​​​
[MISSING IMAGE: ph_andrewlevine-bwlr.jpg]
​
​
Marc Holliday
Chief Executive Officer,
Chairman of the Board
and Interim President
​​​
Andrew Mathias
Former President
​​​
Matthew J. DiLiberto
Chief Financial Officer
​​​
Andrew S. Levine
Chief Legal Officer and
General Counsel
​
Compensation Objectives and Philosophy
We have adopted a pay-for-performance executive compensation philosophy that rewards the achievement of annual and long-term goals of both the Company and individual executives, while achieving the following objectives:
​
ALIGNMENT
Provide performance-based incentives that create a strong alignment of management and stockholder interests
​​​
TALENT
Attract and retain top talent in a market that is highly competitive for New York City commercial real estate management
​​​
MOTIVATION
Motivate our executives to achieve superior performance
​​​
BALANCE
Achieve an appropriate balance between risk and reward in our compensation programs that does not create incentives for unnecessary or excessive risk taking
​​​
EFFICIENCY
Foster the dedication required to succeed against our competitors, while maintaining low overall general and administrative expense
​
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​43​
2023 Performance Highlights
​
48.41% One-Year TSR
Best One-Year TSR of all Office and NYC Peers(1)​
​​​
+4,902 basis points
One-Year Outperformance vs. US Office REIT Index
​
​
$5.48
Normalized FFO Per Share(2)​
​​​
5.8%
Same Store Cash NOI(2) Growth​
​
​
1.8M square feet
Manhattan Office Leasing Volume
​​​
$248M
Normalized Funds Available for Distribution(2)
​
2023 GOALS AND ACHIEVEMENTS
The 2023 Goals were presented at our Institutional Investor Conference on December 5, 2022.
Goals for 2023​​​​​​How We Did​​
Sign 1.7M Square Feet of Manhattan Office Leases​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Signed 1.8M Square Feet of Manhattan Office Leases​​
Manhattan Same Store Occupancy 92.4%​​X​​​Achieved 90.0% Occupancy at Year End​​
Manhattan Office Mark-To-Market (2.5%)—+2.5%​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​0.8% Mark-to-Market on Signed Leases​​
Complete $3.5B Share Repurchase Program ($122M)​​X​​​No Share Repurchases in 2023​​
Acquisitions >$200M​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​$400 Million of Strategic Acquisitions​​
Dispositions >$2.0B​​X​​​$1.1 Billion of Strategic Dispositions​​
Debt and Preferred Equity Originations >$200M​​X​​​No Originations​​
Debt and Preferred Equity Originations at 12% Return​​X​​​Estimated Return of 0%​​
One Madison: Sign Leases >265,000 Square Feet​​X​​​Signed 53,000 Square Feet of Leases​​
One Madison: Temporary Certificate of Occupancy by Oct.​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Achieved in September 2023​​
760 Madison: Turnover Retail Space to Armani by Q4​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Achieved in Q4 of 2023​​
760 Madison: Sign 50% of Condominium Sale Contracts​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Signed 50% of Condominium Sale Contracts​​
245 Park: Sell Joint Venture Interest of 75%​​—​​​25% of Sale Deferred​​
15 Beekman: Turnover Dormitory Space to Pace by Q3​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Achieved in Q3 of 2023​​
Same Store Cash NOI(1) Growth >3.0%
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Achieved Growth of 5.8%​​
Reduce Debt by $2.5B​​X​​​Reduced Debt by approximately $0.9B​​
One-Year TSR Performance >10%​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​TSR Performance of 48.41%​​
Exceed DJ U.S. Real Estate Office Index by 250 basis points​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Outperformed Index by 4,902 Basis Points​​
GRESB Score of 90​​X​​​GRESB Score of 88​​
Obtain Downstate Casino License​​—​​​Delayed to 2024​​
Summit Attendance of 1.8M Visitors​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​​Achieved 2.1M Visitors​​
Identify Second Summit Location​​X​​​Delayed​​
​
(1)
Source: Bloomberg.
​
(2)
Refer to Appendix A to this proxy statement for reconciliations of Normalized FFO Per Share, Normalized Funds Available for Distribution and Same Store Cash NOI. Same Store Cash NOI is presented excluding lease termination income.
​
​
For 2023, the goals established as part of our performance-based compensation programs in January 2023 and at our December 2022 Institutional Investor Conference established a roadmap for the year ahead. However, as in prior years, the Company remained agile and prioritized short-term and long-term stockholder return ahead of certain goals, such as share repurchases and achieving targeted liquidity and debt reductions, that became less attractive as conditions evolved over the course of the year. These steps were taken even where pursuing such other goals might have increased the payout of earned performance-based awards and annual bonuses.
​
TABLE OF CONTENTS
​44​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Compensation Program Overview
At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that aligns stockholder value with the economic interests of our management team. The percentages below reflect the total direct compensation awarded to our named executive officers for 2023, which we believe best reflects the actual compensation decisions made by the Committee. We do not include our former President as an “Other NEO” for purposes of the percentages below.
Majority of 2023 Pay at Risk
[MISSING IMAGE: pc_majority-pn.jpg]
Majority of 2023 Compensation Paid in Equity
​​​CEO​​Other NEOs​
Equity Compensation
•
Performance-Based Equity Awards
​
•
Time-Based Equity Awards
​
•
Annual Bonus Received in Equity
​
​​83%​​84%​
Cash Compensation
•
Base Salary
​
•
Annual Bonus Received in Cash
​
​​17%​​16%​
Board Commitment to Stockholder Engagement; Consideration of Say on Pay Vote
As part of its annual review, the Committee has included a robust stockholder outreach program for several years. The feedback received from stockholders has served as a key input to compensation design and structural upgrades implemented since 2018. The success of the engagement program is evidenced by the significant changes adopted as a direct result of the feedback received and the significant changes implemented in response to stockholder feedback over the last several years as outlined in the table below. The Committee considers stockholder support for the annual advisory vote on executive compensation (“Say on Pay”), including the vote outcome at the 2023 annual meeting, as a gauge of stockholder satisfaction with our executive compensation program and pay outcomes. As in prior years, the Committee, following the 2023 annual meeting, conducted its stockholder outreach and remains firmly committed to further enhancing our compensation programs.
Following our 2023 annual meeting, Directors, including the Chair of our Compensation Committee, led several stockholder discussions, as well as the other individuals includedconversations with proxy advisors. We contacted stockholders collectively representing 75% of outstanding shares and the Company had substantive conversations with all stockholders who responded to our outreach, which represented 69% of outstanding shares.
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​45​
In aggregate, over the past 5 years, SL Green has engaged with stockholders as outlined in the table below.
​​​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.
​
​
TABLE OF CONTENTS
​46​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Our 2023 Executive Compensation Program
Elements of Compensation
Since 2019, our executive compensation program has been updated in line with stockholder feedback to comprise only the following four pay elements:
​​​​Percentage
(all NEOs)		​​Pay Element​​Purpose and Key Characteristics​
​FIXED​​
[MISSING IMAGE: pc_annualbase-pn.jpg]
​​Annual Base Salary​​Competitive annual base salaries encourage the retention and attraction of talented leadership, and reflect the scope of each executive officer’s duties and responsibilities​
​Other than our CFO, we have not increased any of our NEO’s base salaries since 2019. In 2018, we reduced our CEO’s base salary by $100,000 to its current level​
​AT-RISK​​
[MISSING IMAGE: pc_annualcash-pn.jpg]
​​Annual Bonus​​
Annual bonuses incentivize our named executive officers based on the achievement of annual financial and strategic goals
Our executives 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 provision
Our CEO’s annual bonus is 100% formulaic and performance-based
Our General Counsel’s annual bonus, while discretionary, was based on the same performance criteria that were used for our formulaic annual bonus program, as well as specific company goals and objectives for 2023 that were presented at our annual investor conference in December 2022
​
​
Starting in 2023, our CFO’s annual bonus is 60% formulaic and performance-based using the same criteria as our CEO, with the remaining 40% limited based on the calculation of the formulaic component
Our General Counsel is expected to begin participating in a formulaic bonus program in connection with the extension of his next employment agreement
​
​
[MISSING IMAGE: pc_performance-pn.jpg]
​​Performance-Based Equity Awards​​
Performance-based equity awards provide long-term incentives based on Company performance with the value derived directly linked to stockholder value creation
50% of the awards are currently based on performance against annual operating goals subject to a three-year absolute TSR performance modifier
50% of the awards are based on three-year relative TSR performance, subject to a vesting cap when three-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​
​
[MISSING IMAGE: pc_timebased-pn.jpg]
​​Time-Based Equity Awards​​
Time-based equity awards that are granted annually based on an assessment of each executive’s performance during the most recent fiscal year and other factors provide a retention tool and ensure the alignment of the interests of our executives with those of long-term stockholders
The value of equity awards is based on the market value of our common stock
​
This simplified, performance-focused structure is the result of a multi-year stockholder engagement effort. These elements of compensation are built into the employment agreements with our CEO, former President, CFO and General Counsel, which were in effect during 2023. The Committee believes that multi-year employment agreements that provide for relatively consistent levels of target at-risk, primarily equity-based, compensation strike a valuable balance between giving our senior management team certainty and visibility into annual compensation while also significantly incentivizing and rewarding superior performance.
Variable and at-risk pay is the cornerstone of our pay-for-performance philosophy and allows the Committee to reward superior performance, while the substantial long-term equity incentive portions of our compensation programs serve to align the interests of our named executive officers with those of our long-term stockholders.
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​47​
Summary of 2023 Compensation
The Committee makes compensation decisions intended to recognize our executives for their contributions to our financial and operating performance, ensure retention and motivation of key leaders in a highly competitive environment and align the economic interests of our management team with our stockholders. In each case, the Committee allocates the various elements of compensation described above based on our pay-for-performance compensation philosophy and by reference to the terms of the employment agreements we have entered into with each of our named executive officers.
TOTAL DIRECT COMPENSATION FOR 2023
We present the “Total Direct Compensation” for each of our named executive officers (other than our former President), which reflects the actual amounts awarded by the Committee for a given year. We believe this presentation provides investors with the most accurate understanding of the compensation decisions made by the Committee for 2023. We do not include our former President in this discussion, because portions of his 2023 compensation were dictated by the terms of his expiring employment agreement, which was not renewed as described below.
​The methodology used to make compensation decisions and the amounts of compensation awarded for 2023 were generally consistent with the methodology and amounts used for 2022. Due to the timing of time-based equity award grants and bonus determinations, certain amounts reported in the Summary Compensation Table for 2023 do not match the compensation actually approved by the Committee.​
​​​2023 Direct Compensation​
Name​​Base Salary​​
Annual Bonus(1)
​​
Performance-
Based Equity
Awards(2)
​​
Time-Based
Equity
Awards(2)
​​
Total(3)
​
Marc Holliday​​​$1,250,000​​​​$2,908,333​​​​$7,500,000​​​​$4,500,000​​​​$16,194,797​​
Matthew J. DiLiberto​​​$600,000​​​​$1,700,000​​​​$555,556​​​​$1,400,000​​​​$4,268,756​​
Andrew S. Levine​​​$580,000​​​​$900,000​​​​$555,556​​​​$1,300,000​​​​$3,348,756​​
​
(1)
Determined 100% formulaically for Mr. Holliday, on a partially formulaic (60%) and partially discretionary (40%) basis for Mr. DiLiberto and on a discretionary basis for Mr. Levine.
​
(2)
Represents target values of equity awards.
​
(3)
Includes the following compensation categorized as “Other Compensation” as reflected in the Summary Compensation Table: Mr. Holliday—$36,464; Mr. DiLiberto—$13,200; and Mr. Levine—$13,200, respectively.
​
TABLE OF CONTENTS
​48​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Using our CEO’s 2023 compensation, the table below illustrates the differences between Total Direct Compensation and the Summary Compensation Table that appears later in this proxy statement. In addition, this table compares our CEO’s 2022 Total Direct Compensation to his 2023 Total Direct Compensation.
​
The Total Direct Compensation approved by the Committee for Mr. Holliday for 2023 was approximately 12.5% lower than the total compensation amount set forth in the Summary Compensation Table. In addition, despite our sector leading performance for 2023, our CEO’s Total Direct Compensation remained substantially consistent relative to 2022 compensation, with the modest 5% year-over-year increase driven entirely by amounts earned under our formulaic annual bonus program.
​
2022/2023 CEO Direct Compensation vs. 2023 Summary Compensation Table​
Element of Compensation​​2022 Total Direct
Compensation		​​2023 Total Direct
Compensation		​​2023 Summary
Compensation Table		​
Base Salary​​​$1,250,000​​​​$1,250,000​​​​$1,250,000​​
Annual Bonus(1)
​​​$2,102,187​​​​$2,908,333​​​​$2,747,106​​
Annual Performance-Based Award(2)
​​​$7,500,000​​​​$7,500,000​​​​$9,920,005​​
Annual Time-Based Award(2)
​​​$4,500,000​​​​$4,500,000​​​​$4,554,596​​
Other Compensation​​​$75,060​​​​$36,464​​​​$36,464​​
Total​​​$15,427,247​​​​$16,194,797​​​​$18,508,171​​
​
(1)
The “Total Direct Compensation” columns represent the bonus amount earned in a formulaic manner. Because Mr. Holliday’s 2023 annual bonus was paid 50% in cash and 50% in equity, the “Summary Compensation Table”

20  SL Green Realty Corp.


Table column reflects the actual value of Contents

EXECUTIVE COMPENSATION

Executive Summary

Why You Should Votethe cash portion of the bonus and, for Our2016Say-On-Pay Proposal

the remaining 50% granted in equity, the grant date value of LTIP units granted in December 2023. The “Summary Compensation Table” column also includes the value of LTIP units granted in January 2023 as a true-up for 2022 based on actual 2022 performance.

Stockholder Engagement​

(2)
The “Total Direct Compensation” columns reflect the target notional value awarded consistent with Mr. Holliday’s employment agreement. The “Summary Compensation Table” column reflects the grant date value of the award.
​
ANNUAL BASE SALARY
To better align with competitive market rates, we increased the base salary of our CFO to $600,000 in 2023, from $575,000 in 2022, in connection with entering into a new employment agreement in March 2023. We otherwise made no changes to the base salaries of our named executive officers for 2023 and Support

the amounts for 2023 reflected the minimum amounts set forth in each executive’s employment agreement.
●​

We have engaged in significant stockholder outreach overnot increased the last several years regarding executive compensation and made numerous changes to our executive compensation programs in response to feedback we received. Since our2015annual meeting, we contacted institutional stockholders owning more than65%base salaries of any of our outstanding common stock, resulting in the chairman of the Compensation Committee discussing our executive compensation programsNEOs since 2019, with the owners of more than a majorityexception of our outstanding common stock.

●CFO. In 2018, we reduced our CEO’s base salary by $100,000 to its current level.

Our say-on-pay proposal was approved at our2015annual meeting, as it has been every year since it was first introduced in2011, with approximately66.4% of the votes cast voting in favor of the proposal.

​

Strong Operational Performance

ANNUAL BONUS ELIGIBILITY
Formulaic Annual Bonus—CEO and CFO. Our annual bonus program is 100% formulaic for our CEO and 60% formulaic for our CFO. The percentages of base salary that can be earned under the program are set forth in each executive’s employment agreement. For 2023, each of our CEO and CFO were eligible to earn the following percentages of their respective base salary (with linear interpolation used to determine the percentage earned for performance that falls between threshold, target and/or maximum):
Executive​​Threshold​​Target​​Maximum​
Marc Holliday​​​​50%​​​​​200%​​​​​300%​​
Matthew J. DiLiberto​​​​50%​​​​​175%​​​​​250%​​
●​

As described below, we had strong year-over-year growth in funds from operations, or FFO, per share and cash same-store net operating income. In2015, we completed over $3.4billion of accretive real estate investment activity, signed2,255,733square feet of Manhattan office leases at a mark-to-market of15.3% and improved Manhattan same-store occupancy to97.1%. We also obtained full investment grade ratings for

Based on our unsecured debt and were addedperformance relative to the S&P500Index.

Superior Long-Term TRS Performance

●

Although our short-term TRS performance for2015was disappointing, we have consistently maintained superior long-term TRS performance as described belowobjective bonus criteria established in January 2023, Mr. Holliday earned approximately 116% of his 2023 target bonus and our15-year TRS performance is the best among our office REIT peers.

Variable Pay Linked to Performance

●

For2015,90.6%Mr. DiLiberto earned approximately 111% of our Chief Executive Officer’s total direct compensation and85.2% of the total direct compensation for our other named executive officers was variable, performance-based compensation, with74.8% of our Chief Executive Officer’s compensation and 61.7% of our other named executive officers’ compensation taking the form of equity-based compensation.

Low G&A Expense

●

we consistently maintain low G&A expense and in 2015 our G&A expense as a percentage of total assets was the lowest among our office REIT peers.

Executive Compensation Changes

●

In response to our stockholder feedback, we increased the formulaic component of his 2023 target bonus.

​
The specific performance criteria for our formulaic annual bonus program are determined in January of each year by the Committee and are set forth below under “2023 Performance Summary.”
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​49​
Discretionary Annual Bonus—CFO and General Counsel. For 2023, the employment agreement in effect with our CFO provides for a discretionary annual bonus equal to 40% of his total bonus opportunity. After calculating the formulaic component described above, such formulaic amount is then divided by 0.6, less the amount of the as-calculated formulaic component, to establish a non-formulaic bonus opportunity. Our CFO may then earn between 0% and 100% of the non-formulaic component as determined in the discretion of the Committee. For 2023, the Committee awarded $533,000 as the discretionary bonus, which is less than the maximum value ($778,000) of that component. The employment agreement with our General Counsel does not currently provide for formulaic percentages of base salary that can be earned and is 100% discretionary.
For 2023, our CFO and General Counsel received the discretionary portions of their respective bonuses based on the same performance criteria that were used for our CEO and CFO’s formulaic annual bonus program, as well as specific company goals and objectives for 2023 that were presented at our annual investor conference in December 2022 and summarized earlier in this proxy statement.
The relevant performance, criteria, goals, and objectives included financial goals, achievement of leasing and occupancy targets, investing activities such as strategic acquisitions and dispositions and share repurchases, execution of our debt and preferred equity platform, asset and corporate level leverage, joint venture and development milestones and furtherance of our other corporate goals and initiatives, many of which are key drivers of stockholder value. Despite a challenging operating environment, we successfully executed many aspects of our strategic vision against the backdrop of a New York City commercial real estate market and office REIT sector that saw many peers struggle. Our investment thesis was validated in 2023 as we saw our stock price perform on both an absolute basis, where we delivered a total return of over 48%, and a relative basis, where we outperformed the Dow Jones U.S. Real Estate Office Index by nearly 5,000 basis points. In addition, we significantly exceeded our anticipated 2023 same store NOI growth, achieving growth of 5.8%, almost double our stated goal of 3.0%. However, the Committee also considered our longer-term performance and, in particular, our negative multi-year stock price performance over the last three years.
In addition to our financial and operational successes, we also achieved many of the other business goals we set out to achieve for 2023, including achieving key milestones relating to our One Madison, 760 Madison and 15 Beekman projects and signing approximately 1.8M square feet of Manhattan office leases. When determining discretionary bonus amounts, the Committee also took into account a number of other strategic initiatives. In particular, the Committee noted that senior management remained agile and prioritized short-term and long-term stockholder return ahead of certain goals, such as share repurchases and achieving targeted liquidity and debt reduction, that became less attractive as conditions evolved over the course of the year. These steps were taken even where pursuing such other goals might have increased the payout of earned performance-based awards and annual bonuses.
​
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 impact of elevated inflation and interest rates on our balance sheet and operating environment. Nevertheless, the Committee chose to award a discretionary bonus to our CFO of only approximately 69% of his total non-formulaic maximum opportunity, and to our General Counsel that was slightly lower than the bonus he received for 2022.
​
Aggregate Annual Bonus Amounts
The table below summarizes the aggregate bonus amounts received by our named executive officers for 2023 on a formulaic, discretionary and aggregate basis. Mr. Holliday elected to receive 50% of his bonus in the form of LTIP units and Messrs. DiLiberto and Levine received 100% of their bonuses in the form of LTIP units based upon the discretion of the Committee. In lieu of an annual bonus for 2023, Mr. Mathias received payments pursuant to his employment agreement in connection with the non-renewal of such agreement.
Executive​​Formulaic​​Discretionary​​Total Bonus​
Marc Holliday​​​$2,908,333​​​​​—​​​​$2,908,333​​
Matthew J. DiLiberto​​​$1,167,000​​​​$533,000​​​​$1,700,000​​
Andrew S. Levine​​​​—​​​​$900,000​​​​$900,000​​
TABLE OF CONTENTS
​50​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
ANNUAL EQUITY AWARDS
We grant our named executive officers performance-based LTIP units and time-based LTIP units annually in connection with their employment agreements and, in some cases, at the discretion of the Committee. For 2023, our annual long-term incentive equity award program consisted of grants of performance-based equity awards with multi-year performance criteria and time-based equity awards that vest based on continued service. We grant performance-based awards prospectively for each compensation year when we establish performance goals to incentivize our executives to deliver accretive value to stockholders. We grant time-based awards retrospectively based on each executive’s contributions to our achievements during the prior year.
Target Amounts. The target amounts of performance-based equity awards and time-based equity awards for our named executive officers are set forth below:
​​​Target Equity Award Amounts​
Executive​​Performance-Based​​Time-Based​​Total​
Marc Holliday​​​$7,500,000​​​​$4,500,000​​​​$12,000,000​​
Andrew Mathias​​​$6,000,000​​​​$3,500,000​​​​$9,500,000​​
Matthew J. DiLiberto​​​$555,556​​​​$1,400,000​​​​$1,955,556​​
Andrew S. Levine​​​$555,556​​​​$1,300,000​​​​$1,855,556​​
Earned performance-based LTIP units granted based on the target amounts set forth above will vest 100% for Messrs. Holliday and Mathias on December 31, 2025. The time-based LTIP units granted to Messrs. Holliday, DiLiberto and Levine, respectively, pursuant to each executive’s employment agreement are subject to vesting over three years, two years and one year, with each award vesting ratably, if applicable, on January 1st of each year following the grant date, subject to continued employment. The shorter vesting periods for the time-based LTIP units grants to Messrs. DiLiberto and Levine align with the expiration of their respective employment agreements. Because the term of his employment concluded prior to January 2024 when the annual grants would have been made under his employment agreement, Mr. Mathias did not receive an annual time-based equity award for 2023.
​
For 2023, with the exception of the target annual time-based award for our former President, we granted equity awards in line with the target amounts set forth above. The Committee considered management’s overall performance in the context of our longer-term stock performance. In light of our disappointing multi-year stock price performance over the last three years, the Committee elected not to grant awards above target, notwithstanding our extraordinary, office sector-leading TSR in 2023.
​
Our employment agreements with Messrs. DiLiberto and Levine in effect for 2023 did not provide for target annual performance-based equity grants, but both participate, at the Committee’s discretion, in our annual long-term performance-based equity program. Earned performance-based LTIP units granted for 2023 will vest 50% on each of December 31, 2025 and December 31, 2026, for Messrs. DiLiberto and Levine.
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​51​
For detailed 2023 pay outcomes for each of our named executive officers, excluding our former President, see the NEO scorecards below.
How We Establish Performance Goals—Formulaic Annual Bonus and Equity Awards
​Emphasis on At-Risk Pay Elements​​
In line with stockholder feedback, we have continued our commitment to rigorous performance-based incentives. For 2023:
✓
92.3% of CEO compensation was performance-based and at-risk
​
✓
84.5% of other NEO compensation was performance-based and at-risk (excluding our former President)
​
This design allows the Committee to reward superior performance, while the substantial long-term equity incentive portions of our compensation programs serve to align the interests of our named executive officers with those of our stockholders.
​
​Performance Metrics Reflect Complexities of Our Business​​The Committee has carefully selected performance criteria across not just a range of financial and corporate goals but also a range of performance periods. In aggregate, these criteria aim to account for the complexities of operating our business over both the short-term and the long-term.​
​No One-Size-Fits-All Solution​​
While establishing performance goals, the Committee has designed incentives that incentivize our executive officers to strive for excellence no matter the time horizon.
This is accomplished by rationally linking the sum of the component parts of our compensation structure not just to the way our executive officers think about our business but also to the way that our stockholders think about value.
​
​​​​Annual Bonus​​Annual Equity Awards
(Operational Component)		​​Annual Equity Awards
(Relative Component)		​
​Period​​One year​​One year with three-year modifier​​Three years​
​Objectives​​
•
Normalized FFO per share
​
•
Annual same-store cash NOI growth
​
•
Dividend growth
​
•
G&A expense
​
•
One Madison TCO
​
​​
•
Normalized funds available for distribution
​
•
Combined Net Debt Reduction
​
•
Manhattan same store office leased occupancy
​
•
Manhattan office leasing volume
​
•
Liquidity
​
•
Absolute TSR (three-year modifier)
​
​​
•
TSR relative to the constituents of an office REIT index
​
•
TSR relative to a group of NYC peers
​
•
Subject, in each case, to a vesting cap at target if absolute TSR is negative over three-year period even if relative TSR outperforms peers
​
​
​
[MISSING IMAGE: ic_leftarrow-pn.jpg]
​​Shorter Performance Period
(performance metrics within
management’s scope and visibility)		​​
[MISSING IMAGE: ic_line-pn.jpg]
​​Longer Performance Period
(performance metrics that align with
the creation of stockholder value)		​​
[MISSING IMAGE: ic_rightarrow-pn.jpg]
​
​
In the aggregate, our compensation program is heavily weighted towards at-risk and performance-based compensation with rigorous performance targets, most of which is in the form of equity and subject to vesting
over a three-year period. We utilize a blend of performance periods in our compensation program that maintains this overall long-term focus while also accounting for the challenges we face in forecasting for periods greater than 12 months. The aggressive recycling and deployment of capital through opportunistic acquisitions and dispositions, together with our focus on transformational development projects like One Vanderbilt Avenue and One Madison Avenue, make it difficult to project and incentivize long-term financial and operating results.
​
TABLE OF CONTENTS
​52​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
RIGOROUS METHODOLOGY FOR SETTING PERFORMANCE GOALS
Each year, the Committee, in consultation with management and other advisors, takes the same four step approach to establishing our performance goals and administering our performance-based equity programs. The methodical process through which we establish performance goals is strong evidence of our focus on building a culture of alignment and accountability for our management team. This alignment is achieved year after year in the context of a rigorous process that connects internal budgeting, external guidance and compensation opportunities.
​The Committee does not look to comparisons of forward-looking performance goals versus prior year goals or results as part of this process.​
​
[MISSING IMAGE: ic_one-pn.jpg]
​​​
ASSESS​
​​​
[MISSING IMAGE: ic_two-pn.jpg]
​​​
PROJECT​
​​​
[MISSING IMAGE: ic_three-pn.jpg]
​​​
ESTABLISH​
​​​
[MISSING IMAGE: ic_four-pn.jpg]
​​​
MEASURE​
​
​At the beginning of each year, we assess the current economic and competitive landscape we face to
identify trends, challenges and opportunities that we anticipate will impact our performance during the coming year.		​​​Management establishes formal guidance and internal projections based on current conditions and without consideration of prior year forecasts, which may result in narrower or wider ranges depending on anticipated volatility.​​​The Committee establishes rigorous performance goals based on management’s guidance and internal projections that are integrally related to our projections (i.e., to achieve maximum performance, we generally must exceed the projected range).​​​Following the end of the year, we measure performance and payout formulaic bonuses (as applicable) and performance-based equity awards based on performance relative to the goals. We do not change our objective goals mid-year, even in extreme circumstances such as the COVID-19 pandemic.​
​
Goals are established each year on a forward-looking basis as a snapshot of current economic and competitive conditions. Depending on anticipated economic volatility, our guidance may be narrower or wider at the time that goals are set, which, in turn, may result in corresponding adjustments to that year’s threshold, target and maximum performance hurdles that must be achieved. However, performance under our formulaic bonus program from60% in2014to 100% in2016, changed our CEO’s and President’s employment agreementannual performance-based equity awards to be100% performance-based, eliminated all single trigger change in control vesting acceleration provisions, revised our peer group and reducedgenerally must at least equal or exceed the compensationtop of our Executive Chairman.

guidance range or internal projections to achieve maximum performance levels.
​
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​53​

Compensation Philosophy

As described below under “Our Executive Compensation Philosophy,” our executive compensation programs are designed

2023 Performance Summary
The performance goals established by the Committee at the beginning of each year by the Committee motivate financial and operational outperformance in line with Company guidance and internal projections. The criteria used for annual cash bonuses and performance-based equity remained substantially the same across 2021, 2022 and 2023 because they were, and continue to provide performance-based incentives that create strong alignment of management andbe, key drivers to stockholder interests and reward superior performance with superior compensation. We seek to attract and retain top talent in a highly competitive market, and we expect superior performance from our executives. Due to the efforts ofthe executives we attract, we achieve organizational efficiency (i.e., low relative G&A expense) as the effortsvalue creation.
​Threshold, target and maximum levels were set on the basis of our rigorous and consistent pay-for-performance compensation philosophy.​
For all of our executives allow usformulaic annual cash bonus awards and performance-based equity awards, linear interpolation is used to maintaindetermine the percentage earned for performance that falls between threshold, target and/or maximum. The tables below set forth our 2023 performance relative to 2023 performance criteria.
2023 Formulaic Annual Bonus Goals
Performance Criteria / Reason Selected​​Weighting​​
Guidance/​
Goal
​​Threshold​​Target​​Maximum​
Normalized FFO per Share
•
Widely-used non-GAAP measure of earnings performance for REITs, used both by investors and our management, and a key financial measure for which we provide guidance
​
​​20%​​$5.45​​
[MISSING IMAGE: bc_ffoshare-pn.jpg]
​
Annual Same Store Cash NOI Growth(2)
•
A key metric used in commercial real estate to evaluate the operating performance of properties. Same-store cash NOI compares the operating performance of the properties owned by us in a similar manner in both reporting periods (year over year)
​
​​20%​​3.0%​​
[MISSING IMAGE: bc_cashnoi-pn.jpg]
​
Dividend Growth
•
A key measure of the income we return to stockholders each year
​
​​20%​​N/A​​
[MISSING IMAGE: bc_dividentgrowth-pn.jpg]
​
G&A Expense (in millions)
•
Corporate overhead is a key efficiency metric impacting the overall profitability and value of the Company
​
​​20%​​$92.20​​
[MISSING IMAGE: bc_expense-pn.jpg]
​
Obtain One Madison Avenue Temporary Certificate of Occupancy
•
A vital strategic goal for 2023, the achievement of which would accelerate the execution of our 2023 capital strategy
​
​​20%​​(3)​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]   Achieved September 2023(3)
​
​
(1)
Determined in December 2023 based on a smaller organization overall,combination of actual results and estimates of full year results.
​
(2)
Excluding lease termination income.
​
(3)
Threshold, target and maximum performance were established based on a series of date ranges, with threshold performance being a Temporary Certificate of Occupy (“TCO”) obtained between December 1, 2023 and January 15, 2024; target performance being a TCO obtained between October 16, 2023 and November 30, 2023; and maximum performance being a TCO obtained between September 1, 2023 and October 15, 2023. Our initial goal at the outset of the project was to obtain the TCO for One Madison Avenue in December 2023.
​
TABLE OF CONTENTS
​54​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Based on our performance relative to these formulaic goals, our CEO and CFO earned the following amounts of annual bonus, representing 100% of Mr. Holliday’s 2023 bonus and 60% of Mr. DiLiberto’s total bonus opportunity for 2023:
Executive​​Target 2023
Formulaic
Annual Bonus ($)		​​Actual 2023
Formulaic
Annual Bonus
(% of Target)		​​Actual 2023
Formulaic
Annual Bonus ($)		​
Marc Holliday​​​$2,500,000​​​​​116.33%​​​​$2,908,333​​
Matthew J. DiLiberto(1)
​​​$1,050,000​​​​​111.14%​​​​$1,167,000​​
​
(1)
For the remaining 40% of Mr. DiLiberto’s 2023 bonus opportunity, a discretionary bonus potential of $778,000 was calculated pursuant to his employment agreement, as amended, based on the amount of formulaic bonus that was earned, of which Mr. DiLiberto was awarded $533,000 by the Committee.
​
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​55​
2023 Operational Component Performance Goals
(50% of Annual Equity Award)
The operational component of our annual performance-based equity awards measures our performance against five objective criteria over a one-year performance period, which remain subject to an absolute TSR modifier (either up or down 12.5%) based on our absolute TSR performance over a three-year performance period.
​The objective criteria used for 2023 were the same as for 2022, except that we replaced the Debt/EBITDA Ratio metric with the Combined Net Debt Reduction metric to better align with our strategic business goals for 2023.​
One-Year Operational Objectives
Performance Criteria / Reason Selected​​Weighting​​
Guidance/​
Goal
​​Threshold
(50%)		​​Target
(100%)		​​Maximum
(200%)		​
Normalized Funds Available for Distribution
•
A key measurement of our ability to fund our dividends that is driven by the effective management of our portfolio and our business
​
​​20%​​$221.3M​​
[MISSING IMAGE: bc_distribution-pn.jpg]
​
Combined Net Debt Reduction
•
A measure that reflects the health of our balance sheet and the execution of a key strategic business objective
​
​​20%​​$2.5B​​
[MISSING IMAGE: bc_ebitda-pn.jpg]
​
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)
​
​​20%​​92.40%​​
[MISSING IMAGE: bc_occupancy-pn.jpg]
​
Manhattan Office Leasing Volume
•
A measure of our ability to execute our leasing
platform in the highly competitive New York City
real estate market
​
​​20%​​1.7M SF​​
[MISSING IMAGE: bc_volume-pn.jpg]
​
Liquidity
•
A measurement of our ability to meet our financial obligations and effectively operate our business
​
​​20%​​$1.57B​​
[MISSING IMAGE: bc_liquidity-pn.jpg]
​
Three-year Absolute TSR Modifier
Performance Criteria / Reason Selected​​Weighting​​
Guidance/​
Goal
​​Threshold​​Target​​Maximum​
Absolute TSR per Year(1)
•
Absolute TSR is a pure measurement of value delivered to stockholders who were invested in our stock for the three-year performance period
​
​​+/- 12.5%​​N/A​​
[MISSING IMAGE: bc_absolutetsr-pn.jpg]
​
​
(1)
Calculated as of December 31, 2023, assuming our performance continued through the full three-year performance period.
​
TABLE OF CONTENTS
​56​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
2023 Relative Component Performance Goals
(50% of Annual Equity Award)
The relative component of our annual performance-based equity awards measures our performance against two peer sets over a three-year performance period.
The relative component is weighted equally between our performance relative to Office REIT Peers and NYC REIT Peers. As of December 31, 2023, based on our one-year TSR relative to the sizeOffice REIT Peers and activitiesthe NYC REIT Peers, our performance would have placed us at maximum performance for both portions of the Company.relative component.
Performance Criteria / Reason Selected​​Weighting​​Threshold
(50%)		​​Target
(100%)		​​Maximum
(200%)		​
Relative TSR vs. Office REIT Peers(1)
•
A comparison of the returns of a hypothetical investor seeking exposure to office REITs as an asset class and reflects how we performed versus other companies in our sector
​
​​50%​​
[MISSING IMAGE: bc_officereit-pn.jpg]
​
Relative TSR vs. NYC REIT Peers(2)
•
A comparison of our performance against companies with office and/or retail commercial real estate portfolios concentrated in the New York City market, which we believe are most directly comparable to the Company due to the market dynamics of New York City that uniquely impact owners and operators of commercial real estate
​
​​50%​​
[MISSING IMAGE: bc_officereit-pn.jpg]
​
​
(1)
The Office REIT Peer Group is comprised of the constituents of the Dow Jones US Real Estate Office Index.
​
(2)
The NYC Peer Group is comprised of the following companies: Acadia Realty Trust, Empire State Realty Trust, Inc., Veris Residential, Inc. (formerly Mack-Cali Realty Corporation), Paramount Group, Inc. and Vornado Realty Trust.
​
FINAL RESULTS—2021-2023 PERFORMANCE-BASED AWARDS
The performance period for the 2021 annual performance-based equity awards concluded on December 31, 2023. Under the program, 200% of the target operational component was initially earned, which amount was reduced by 12.5% following application of the three-year absolute TSR modifier at the end of the performance period. We also earned 225% of target for the one-half of the relative component that could be earned based on our performance relative to the constituents of the SNL Office REIT Index prior to the discontinuation of such index and approximately 75% of target of the relative component that could be earned based on our performance relative to the NYC REIT Peers.
The table below summarizes the final value of these awards as of the conclusion of the performance period:
Executive​​Target Value of
Grant		​​Number of Units
Earned at Target		​​Earned Units as of
December 31, 2023		​​
Realized Value as of
December 31, 2023(1)
​​Realized Value as
a Percentage of
Target Value as of
December 31, 2023		​
Marc Holliday​​​      $7,500,000​​​​​126,277​​​​​205,355​​​​$9,275,885​​​​​123.7%​​
Andrew Mathias​​​$6,000,000​​​​​101,023​​​​​164,285​​​​$7,420,753​​​​​123.7%​​
Matthew J. DiLiberto​​​$555,556​​​​​9,356​​​​​15,213​​​​$687,171​​​​​123.7%​​
Andrew S. Levine​​​$555,556​​​​​9,356​​​​​15,213​​​​$687,171​​​​​123.7%​​
​
(1)
Based on a per share price of $45.17, which was the closing stock price on the NYSE of one share of our common stock on
December 29, 2023.
​
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​57​
​
The final payout for our 2021 annual performance-based equity award highlights the rigor of the program, our pay-for-performance philosophy and the alignment between our executives and our stockholders. Despite achieving maximum performance (200%) initially for the operational component, which represents 50% of the total opportunity and is the portion of the award most within the control of management, the realized value of the award was only 123.7% of the initial target value of the award due to below target performance for TSR components of the award.
​
2023 NEO Scorecards
The following scorecards summarize each element of compensation received by our NEOs (other than our former President) for 2023 as of December 31, 2023.
​We did not include our former President in this discussion because Mr. Mathias received amounts that became payable in 2024 pursuant to the terms of his employment agreement in lieu of 2023 compensation approved by the Committee following our non-renewal of such employment agreement. See “—Potential Payments Upon Termination or Change in Control” below for a summary of the employment agreement as well as a summary of the non-renewal and advisory agreement that we entered into with Mr. Mathias to ensure a smooth transition.​
For purposes of framing the compensation decisions and pay outcomes, we present the “Total Direct Compensation,” or TDC, amounts awarded for 2023 and contrast such amounts to SEC-mandated disclosure rules for the Summary Compensation Table, or SCT, for 2023. We believe the results speak for themselves, as, even inthis presentation provides investors with a year where REITs underperformed other sectorsclearer understanding of the market, our long-term TRS remains atcompensation decisions made by the top of the class and our G&A expense as a percentage of total assets is the lowest among our office REIT peers.

2016Proxy Statement 21

Committee.

Table of Contents

EXECUTIVE COMPENSATION

2015 Performance and Executive Compensation

The information below summarizes our strong long-term TRS, our2015achievements and our2015CEO compensation.

Growth​Due to the timing and required reporting of certain elements of our compensation program, the 2023 Total Direct Compensation of our NEOs, which reflects the amounts actually approved by the Committee, is lower than the compensation reported in FFO Per Share(1)

Growth in Cash Same Store NOI(1)

Operating Success

Leasing Results
●2.3 million square feet of Manhattan office leases at 15.3% mark-to-market
●97.1% occupancy for the same store Manhattan office portfolio
Acquisition/Disposition Volume
●Executed over $3.4 billion of real estate acquisitions and over $1.7 billion of real estate dispositions
Organizational Achievements
●Obtained full investment grade ratingsSummary Compensation Table for our unsecured debt
●Added toCEO and higher than the S&P 500 Index
compensation reported in the Summary Compensation Table for our CFO.		​

Superior Long-Term TRS Performance
Company/Index One-Year
TRS
(1/1/15 -
12/31/15)		 Five Year
TRS
(1/1/11 -
12/31/15)		 Ten Year
TRS
(1/1/06 -
12/31/15)		 Fifteen Year
TRS
(1/1/01 -
12/31/15)
Morgan Stanley       
REIT Index (MSCI)2.52%75.32%103.17%379.03%
Russell2000-4.41%55.18%93.14%186.74%
S&P500Index1.38%80.75%102.42%107.99%
SNL US REIT
Office Index0.88%53.87%66.24%206.90%
SL Green
Realty Corp.-2.97%81.29%83.87%534.85%
TABLE OF CONTENTS

Return on $100 Investment Over Fifteen Years

​
58​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​



2015 CEO Compensation​

2015 Annual Bonus-Down 12.5%

​
​​​

Low G&A Expense
Lowest G&A/Total Assets Among Peers
   Percentage of Total Assets(2)
2013   2014   2015
Average0.84%0.81%0.80%
Median0.73%0.74%0.82%
SLG0.58%0.54%0.48%
SLG Rank:4thLowest4thLowestLowest
 
Percentage of Total Revenues(2)
201320142015
Average7.13%7.03%6.42%
Median7.25%6.60%6.26%
SLG6.29%6.08%5.71%
SLG Rank:6thLowest6thLowest4thLowest


(1)​Refer to page 66 of our Annual Report on Form 10-K for the year ended December 31, 2015 for a reconciliation of FFO to net income attributable to our common stockholders and information regarding our use of FFO. Refer to Appendix B to this proxy statement for a reconciliation of combined same-store cash net operating income for the years ended December 31, 2015, 2014 and 2013 and information regarding our use of these financial measures.
(2)​Percentages of total revenues and total assets are presented on a consolidated basis. Companies used for comparison in G&A expense analysis include: Alexandria Real Estate Equities, Inc., Boston Properties, Inc., Brandywine Realty Trust, Digital Realty Trust, Douglas Emmett, Inc., Duke Realty Corporation, Empire State Realty Trust, Inc., Kilroy Realty Corporation, Liberty Property Trust, Mack-Cali Realty Corporation, Paramount Group, Inc. and Vornado Realty Trust.

22  SL Green Realty Corp.

MARC
HOLLIDAY​
[MISSING IMAGE: ph_marcholliday-4clr.jpg]

Table of Contents

EXECUTIVE COMPENSATION

Stockholder Engagement; Executive Compensation Changes

Over the last several years, we engaged in a formal stockholder outreach program focused on our executive compensation. Throughout each year, we are in contact with our large institutional stockholders, representing the owners of more than a majority of our outstanding common stock, to discuss our executive compensation programs, our business and our overall performance. These discussions are led by the chairman of our Compensation Committee, or the Committee, and Lead Independent Director or, in certain instances, members of senior management. We provide these stockholders with additional information regarding our executive compensation programs, our performance and the manner in which we believe our executive compensation programs contributed to our superior long-term performance. We also engage in discussions with these stockholders where we are able to clarify aspects of our executive compensation programs that they may not fully understand and receive direct feedback regarding specific aspects of our executive compensation programs.

Since our2015annual meeting, we contacted institutional stockholders owning more than 65% of our outstanding common stock. Below are some common themes we discussed during our this stockholder outreach and our responses:

Area of Stockholder Concern

Our Response

Peer Group

Removed NYC-based asset managers from our peer group and committed, on a going forward basis, to review compensation and performance based on an NYC-based REIT peer group and a national office REIT index.

Annual Cash Bonus Program

In 2015, we increased the formulaic component of our annual cash bonus program to 75%, an increase of 15% from 2014, and reduced the number of criteria used in our program.

For2016, we further increased the formulaic component of our annual cash bonus program to100%.

Contract Awards

In 2015, our Chief Executive Officer, Chairman of the Board and Interim President received

Mr. Holliday’s 2023 compensation exemplifies our pay-for-performance philosophy and recognizes the key role played by our CEO in the extraordinary year we had. Our achievements under Mr. Holliday’s leadership included the successful execution of a number of our strategic goals despite a challenging operating environment, as well as the delivery of strong returns on an absolute TSR basis and also on a relative basis against both the Office REIT Index and our closest NYC peers.
Nevertheless, Total Direct Compensation remained substantially consistent year-over-year due to the Committee’s measured, multi-year approach to executive compensation, which aligns with the long-term nature of our business.
The Total Direct Compensation for Mr. Holliday in 2023 is approximately 12.5% lower than the Summary Compensation Table amount, with the difference driven primarily by the accounting value of annual performance-based equity awards when compared to the notional value approved by the Committee.
​​
​​​​​
2023 Performance and Compensation—
Total Direct Compensation vs. Summary Compensation Table
​TDC​​SCT​​Element of Compensation​
​
8%
$1,250,000
​​
7%
$1,250,000
​​
Annual Base Salary
Mr. Holliday’s base salary was equal to the minimum set forth in his employment agreement. There has been no change to his base salary since it was retroactively reduced in 2018.
​
​
18%
$2,908,333
​​
15%
$2,747,106
​​
100% Formulaic Annual Bonus
Determined formulaically based on performance relative to preset objective bonus criteria established by the Committee in January 2023. The TDC amount reflects the earning of 116% of the target bonus amount.
The SCT amount reflects the cash portion of the bonus ($1,454,167), plus the grant date value of the portion of the bonus ($1,142,926) paid in equity at Mr. Holliday’s election, plus the grant date value of LTIP units issued in 2023 as a true-up for his 2022 annual bonus based on actual 2022 performance ($150,013).
Mr. Holliday elected to receive 50% of the bonus in the form of equity. The corresponding 34,467 LTIP units granted pursuantin December 2023 were fully vested upon grant, but remain subject to theira three-year no-sell restriction.
​
​
46%
$7,500,000
​​
53%
$9,920,005
​​
Performance-Based Equity Awards
The TDC amount reflects the target notional value of $7,500,000, consistent with the target amount set forth in Mr. Holliday’s employment agreementsagreement. The SCT amount reflects the grant date value of the awards.
The award relates to the following number of LTIP units:
​
​​​​​​2023 Performance-Based Award—
Number of LTIP Units Granted		​
​​​​​​Threshold​​Target​​Maximum​​Projected
Earned
as of 12/31/2023		​
​​​​​​104,809​​223,593​​503,085​​362,221​
​​​​​​​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, 2025, based on our absolute and relative TSR, with increasedearned LTIP units vesting in full as of December 31, 2025.​
​
28%
$4,500,000
​​
25%
$4,554,596
​​
Time-Based Equity Awards
The Committee granted time-based awards in January 2024 based on the Company’s 2023 performance. The awards had a target value of $4,500,000, equal to the minimum target amount in Mr. Holliday’s employment agreement.
The corresponding 97,096 LTIP units will vest in three equal installments on January 1, 2025, January 1, 2026 and January 1, 2027, subject to continued employment.
The SCT amount reflects the grant date value of the awards.
​
​
100%
$16,194,797
​​
100%
$18,508,171
​​Both totals include $36,464 of “Other Compensation,” as reflected in the Summary Compensation Table.​
​
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​59​
​​​​​
​​
MATTHEW J.
DILIBERTO​
[MISSING IMAGE: ph_matthewdiliberto-bw.jpg]
Chief Financial Officer
Mr. DiLiberto’s 2023 compensation recognizes the Company’s strong financial and operating year as well as Mr. DiLiberto’s pivotal role in managing our balance sheet and liquidity position to succeed in a dynamic, competitive and unpredictable NYC real estate market. In a year that saw continued disruptions of lending markets and an environment of unprecedented inflation and interest rate volatility, Mr. DiLiberto was a vital part of our outstanding TSR performance, hurdles requiring theas well as our achievement of either an 8% per year increasethe operational metrics that drive long-term stockholder value.
The Total Direct Compensation amount for Mr. DiLiberto in FFO per share, 8% TRS per year or relative TRS2023 is approximately 31% higher than the Summary Compensation Table amount for 2023 due primarily to the form and timing of Mr. DiLiberto’s annual bonus, which was paid fully in equity that was granted in January 2024, and therefore will not appear in the top 35%Summary Compensation Table until our 2025 proxy statement.
​​
​​​​​
2023 Performance and Compensation—
Total Direct Compensation vs. Summary Compensation Table
​TDC​​SCT​​Element of MSCI US REIT Index companies.

Provided only performance-basedCompensation

​
​
14%
$600,000
​​
19%
$600,000
​​
Annual Base Salary
Mr. DiLiberto’s base salary was equal to the minimum amount set forth in the employment agreement equity awards for our Chief Executive Officer’s 2016 employment agreement to further align pay for performance.

he entered into in March 2023, which reflected a $25,000 market-based increase over his 2022 base salary.
​
Outperformance Plans​
40%
$1,700,000

​

​
19%
$622,393
​​
Annual Bonus
Determined 60% formulaically, with the remaining 40% of his total bonus opportunity determined on a discretionary basis after calculation of the formulaic component. For 2023, Mr. DiLiberto earned $1,167,000 on a formulaic basis, resulting in a discretionary bonus potential of $778,000, of which he was then awarded $533,000, resulting in an aggregate annual bonus of $1,700,000.
Mr. DiLiberto received 100% of the bonus in the form of equity. The SL Green Realty Corp. 2014 Outperformance Plan, or our 2014 Outperformance Plan, includes performance metrics to incorporate a new relative TRS component for one-third of each award granted. The remainder of each award iscorresponding 40,534 LTIP units granted in January 2024 were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2024, the achievementvalue of absolute TRS performance metrics similar to those utilized for prior outperformance plans. Therethe awards will be no payout underreported in next year’s Summary Compensation table.
The SCT amount reflects the grant date value of equity granted in January 2023 representing only a portion of his 2022 annual bonus.
​
​
13%
$555,556
​​
24%
$778,011
​​
Performance-Based Equity Awards
The TDC amount reflects the target notional value of $555,556 approved by the Committee in January 2023. The SCT amount represents the grant date value of the awards.
The award relates to the following LTIP units:
​
​​​​​​2023 Performance-Based Award—
Number of LTIP Units Granted		​
​​​​​​Threshold​​Target​​Maximum​​Projected
Earned
as of 12/31/2023		​
​​​​​​7,764​​16,563​​37,265​​26,831​
​​​​​​​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, 2025, based on our 2014 Outperformance Plan unless total return exceeds $2.5 billion orabsolute and relative TRS is at or aboveTSR, with earned LTIP units vesting 50% as of December 31, 2025 and 50% as of December 31, 2026.​
​
33%
$1,400,000
​​
38%
$1,252,297
​​
Time-Based Equity Awards
The Committee granted time-based awards in January 2024 based on the 50th percentileCompany’s 2023 performance. The awards had a target value of index companies.

Under our 2014 Outperformance Plan, we adopted double trigger provisions for acceleration of vesting$1,400,000, equal to the minimum target amount set forth in Mr. DiLiberto’s employment agreement. The corresponding 30,208 LTIP units vest in two equal installments on January 1, 2025 and 2026 subject to continued employment.

The SCT amount represents the grant date value of equity awards granted in March 2023 in connection with entering into Mr. DiLiberto’s employment agreement.
​
​
100%
$4,268,756
​​
100%
$3,265,901
​​Both totals include $13,200 of “Other Compensation,” as reflected in the Summary Compensation Table.​
​
TABLE OF CONTENTS
​60​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​​​
​​
ANDREW S.
LEVINE​
[MISSING IMAGE: ph_andrewlevine-4clr.jpg]
Chief Legal Officer and General Counsel
Mr. Levine’s 2023 compensation reflects the value delivered by the Company’s sophisticated in-house legal team, led by our General Counsel, which supports the complex and diverse business and corporate initiatives that we undertook during 2023, and which are expected to position the Company for future success in the coming years. In particular, Mr. Levine continued to provide key insight into all aspects of the Company’s strategic decision-making throughout the year. The General Counsel position is a critical member of a senior management team that executed on the Company’s ambitious strategy for 2023 and guided the Company through a challenging operating environment to deliver extraordinary returns to stockholders.
The Total Direct Compensation approved by the Committee for Mr. Levine for 2023 is substantially consistent with the Summary Compensation Table amounts, with minor differences relating to grant date valuation of equity awards compared to the amounts approved by the Committee.
​​
​​​​​
2023 Performance and Compensation—
Total Direct Compensation vs. Summary Compensation Table
​TDC​​SCT​​Element of Compensation​
​
17%
$580,000
​​
17%
$580,000
​​
Annual Base Salary
Mr. Levine’s base salary was equal to the minimum set forth in his employment agreement. There has been no change to base salary since 2019.
​
​
27%
$900,000
​​
24%
$815,556
​​
Annual Bonus
Bonus, while not formulaic, was determined on the basis of the objective criteria used for our formulaic annual bonus program, the achievements of the Company during 2023 and an assessment of Mr. Levine’s performance in areas under his responsibilities.
Mr. Levine received 100% of the bonus in the form of equity. The corresponding 21,459 LTIP units granted in January 2024 were fully vested upon grant, but remain subject to a three-year no-sell restriction. Because these LTIP units were granted in 2024, 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 2023 for 2022 annual bonus.
​
​
17%
$555,556
​​
23%
$778,011
​​
Performance-Based Equity Awards
The TDC amount reflects the target notional value of $555,556 approved by the Committee in January 2023. The SCT amount represents the grant date value of the awards.
The award relates to the following LTIP units:
​
​​​​​​2023 Performance-Based Award—
Number of LTIP Units Granted		​
​​​​​​Threshold​​Target​​Maximum​​Projected
Earned
as of 12/31/2023		​
​​​​​​7,764​​16,563​​37,265​​26,831​
​​​​​​​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, 2025, based on our absolute and relative TSR, with earned LTIP units vesting 50% as of December 31, 2025 and 50% as of December 31, 2026.​
​
39%
$1,300,000
​​
36%
$1,245,618
​​
Time-Based Equity Awards
The Committee granted time-based awards in January 2024 based on the Company’s 2023 performance. The awards had a target value of $1,300,000, equal to the minimum target amount set forth in Mr. Levine’s employment agreement. The corresponding 28,050 LTIP units will vest on January 1, 2025, subject to continued employment.
The SCT amount represents the grant date value of equity award granted in 2023 for 2022 performance.
​
​
100%
$3,348,756
​​
100%
$3,432,385
​​Both totals include $13,200 of “Other Compensation,” as reflected in the Summary Compensation Table.​
​
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​61​
Other Compensation Policies and Information
How We Determine Executive Compensation
The Committee determines compensation for our named executive officers and is currently comprised of three of our independent directors, Lauren B. Dillard (Chair), Carol N. Brown and Edwin T. Burton, III. If our full slate of director nominees is elected at the Annual Meeting, then following the Annual Meeting, Committee membership will be as follows: Lauren B. Dillard (Interim Chair), John H. Alschuler, and Carol N. Brown. Ms. Dillard will chair the Compensation Committee on an interim basis following the Annual Meeting, pending the appointment of a replacement chairperson.
The Committee receives input from a number of sources each year to inform its final compensation determinations for our named executive officers. These final determinations are made solely by the Committee.
​Results​​The Committee considers and analyzes the data and information provided by its independent compensation advisor, our CEO and FTI Consulting, as well as input from members of the Board of Directors and stockholders, and then makes final compensation decisions for our named executive officers in 2015 inits 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 event of a change in controlfull 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.

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
​
​
Executive Chairman Compensation​Consultants

We will make appropriate adjustments to our Executive Chairman’s annual​

​
Gressle & McGinley LLC
–
Retained as the Committee’s independent outside compensation commensurate with his roleadviser and regularly participates in compensation committee meetings
​
–
Provides updates and relevant data throughout the scope of his responsibilities. In particular, we reduced our Executive Chairman's bonus for 2015 and, going forward, expect to further reduce annual bonuses paid to our Executive Chairman. In addition, our Executive Chairman will not participateyear on market conditions in anylight of our future outperformance plans.

goals and objectives, including current market and peer group pay practices and then-existing policies of certain of our institutional investors, ISS, Glass Lewis and other governance groups
​
–
Offers the Committee independent analysis and recommendations concerning executive compensation
​
–
Does not provide any additional services to the Company
​
FTI Consulting
–
Retained by management as a general business advisor, including for compensation matters, and in connection with the preparation of the Pay Versus Performance disclosure in this proxy statement (FTI Consulting had relationships with certain officers of the Company during 2023)
​
​

2016Proxy Statement  23


Table of ContentsTABLE OF CONTENTS

EXECUTIVE COMPENSATION

​62​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Compensation Practices

We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive New York City real estate market, to align management and stockholder interests and to continue to drive our long-term track record of superior return to stockholders. The following are key features of our executive compensation programs, which reflect thereflecting changes we have adopted following our extensive stockholder outreach in recent years:

outreach:

WHAT WE DO

​​​WHAT WE DON’T DO​
✓

[MISSING IMAGE: ic_do-bw.jpg]
Pay for performance and create alignment with stockholders.

✓

Formulaic annual cash bonus program for our top three named executive officers.

✓

stockholders

​
[MISSING IMAGE: ic_do-bw.jpg]
Include robust hurdles in our2014 OPP based on both absolute and relative TRS, with no payout unless total return exceeds $2.5 billion or relative TRS is at or above the50th percentileour incentive plans
​
[MISSING IMAGE: ic_do-bw.jpg]
Pay a vast majority of index companies.

✓

Subject all future employment agreement equity awards for our CEO and President to performance-based vesting hurdles.

✓

Pay approximately75% of2015 total compensation for our CEO and other named executive officers in equity.

✓

equity

​
[MISSING IMAGE: ic_do-bw.jpg]
Follow robust stockequity ownership guidelines for our directors and named executive officers.

✓

officers

​
[MISSING IMAGE: ic_do-bw.jpg]
Impose a clawback policy with respect to incentive payments.

✓

payments

​
[MISSING IMAGE: ic_do-bw.jpg]
Require a double trigger for cash severance and accelerated vesting in connection with a change in control.

control
​

WHAT WE DON’T DO

✕​

​

​
[MISSING IMAGE: ic_dont-bw.jpg]
No dividends or distributions paid on unearned equity awards subject to performance-based vesting.

✕

vesting

​
[MISSING IMAGE: ic_dont-bw.jpg]
No signing bonuses for NEOs upon entering into employment agreements
​
[MISSING IMAGE: ic_dont-bw.jpg]
No excise tax gross-up provisions.

✕

Don’t allowprovisions

​
[MISSING IMAGE: ic_dont-bw.jpg]
No repricing of stock options.

✕

Clarify nooptions

​
[MISSING IMAGE: ic_dont-bw.jpg]
No single trigger cash severance or accelerated vesting in connection with a change in control.

✕

control

​
[MISSING IMAGE: ic_dont-bw.jpg]
Don’t allow directors or officers to hedge our securities.

securities
​
​

24  SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

2015 Total Direct Annual Compensation

The following charts categorize the total direct annual compensation for our Chief Executive Officer and other named executives by the form of such compensation:

Chief Executive Officer 2015 Pay Mix

Other NEOs 2015 Pay Mix


The following table sets forth the amounts of base salary paid, annual cash and equity bonuses awarded, annual employment agreement equity awards granted, and annual deferred compensation contributions made to our named executive officers for2015:

NameBase SalaryCash Bonus(1)Equity
Bonus(2)		Employment
Agreement
Equity
Awards(3)		Annual
Deferred
Compensation
Contribution		2015 Total
Direct Annual
Compensation(4)
Marc Holliday  $ 1,050,000  $ 2,795,625  $ 4,204,375  $ 8,978,205  $  600,000  $  17,628,205
Stephen L. Green$750,000$1,671,093$2,228,907—$150,000$4,800,000
Andrew Mathias$800,000$1,782,500$3,217,500$6,181,683$450,000$12,431,683
Matthew DiLiberto$400,000$1,400,000———$1,800,000
Andrew S. Levine$500,000—$1,100,000——$1,600,000
(1)Represents annual formulaic cash bonuses and annual cash bonuses paid for2015.
(2)Reflects the dollar amounts used to determine the numbers of LTIP units granted as equity bonus for2015
(3)Represents equity grants made pursuant to employment agreements. The awards are granted annually to avoid distorting compensation paid to an executive in any given year.
(4)Does not include the value of certain perquisites, including matching contributions with respect to amounts deferred by our named executive officers under our401(k) plan or automobile benefits provided to Messrs. Holliday, Green and Mathias.

Comparison of our Chief Executive Officer’s 2014 and 2015 Total Direct Annual Compensation

Our Chief Executive Officer’s annual bonus for 2015 was $1,000,000, or 12.5%, less than his annual bonus for 2014 primarily as a result of our disappointing short-term TRS performance balanced against our continued superior long-term TRS performance and strong operational performance during 2015. The overall increase in our Chief Executive Officer’s total direct annual compensation from 2014 to 2015 is solely attributable to (i) an increase in our stock price from January 2014 to January 2015, which resulted in the grant date fair value of the employment agreement equity awards that we made to our Chief Executive Officer (87,870 LTIP units were granted in both years) being higher in 2015 and (ii) a $50,000 contractual increase in annual deferred compensation contribution.

2016 Proxy Statement 25


Table of Contents

EXECUTIVE COMPENSATION

The table below compares the total direct annual compensation paid to our Chief Executive Officer in 2014 against compensation paid in 2015.

Compensation Component2014(1)2015(1)% Change
Base Salary   $1,050   $1,050   —
Cash Bonus$3,150$2,796-11.2%
Equity Bonus$4,850$4,204-13.3%
Employment Agreement Equity Awards(2)$6,524$8,97837.6%
Annual Deferred Compensation Contribution$550$6009.1%
Total Direct Compensation$     16,124$     17,628      9.33%
(1)Amounts in thousands.
(2)Reflects the fixed employment agreement equity grant of87,870LTIP units, with the2014award granted on January10, 2014at a stock price of $92.81and the2015award granted on January12, 2015at a stock price of $127.72.

Our Executive Compensation Philosophy

We adopted an executive compensation philosophy that rewards the achievement of annual and long-term goals of both the Company and individual executives. Our executive compensation programs are designed to achieve the following objectives:

●

To provide performance-based incentives that create a strong alignment of management and stockholder interests

●

To attract and retain top talent in a market that is highly competitive for New York City commercial real estate management

●

To motivate our executives to achieve, and reward them for achieving, superior performance

●

To achieve an appropriate balance between risk and reward in our compensation programs that does not create incentives for unnecessary or excessive risk taking

●

To foster the dedication required to succeed against our competitors, while maintaining low overall general and administrative expense

In order to reach these goals, the Committee, in consultation with our Chief Executive Officer and the Committee’s independent compensation consultant, adopted executive compensation practices that follow a pay-for-performance philosophy. Our primary business objective, of maximizing TRS through growth in FFO while seeking appreciation in the value of our investment properties, demands a long-term focus. Therefore, on both a current and historical basis, our executive compensation programs are based heavily on the achievement of both annual and multi-year performance measures.

Consideration of 2015 Say-on-Pay Vote

Our say-on-pay proposal was approved at our2015 annual meeting, as it has been every year since it was first introduced in2011, with approximately66.4% of the votes cast voting in favor of the proposal. The Committee viewed this favorable vote by more than a majority of our stockholders as an indication that our stockholdersare generally supportive of the structure of our executive compensation programs. Nevertheless, we continued to engage in stockholder outreach and implemented the additional changes described above based on the feedback we received.

Our Executive Compensation Programs

Our named executive officers’ compensation currently has three primary components, which are discussed in more detail below:

●

annual base salary and deferred compensation 

●

annual incentive awards, which include cash and equity bonuses 

●

long-term equity incentive awards, which include stock options and full-value equity awards

Variable pay constitutes the vast majority of our executives’ compensation, which allows the Committee to reward superior performance and penalize poor performance, while the substantial long-term equity incentive portions of our compensation programs serve to align the interests of our named executive officers with our stockholders.

Annual Base Salary and Deferred Compensation

Base salaries are established at levels intended to reflect the scope of each executive’s duties and responsibilities and further take into account the competitive market compensation paid by other companies for similar positions. However, they do not serve our objective of paying for performance, and therefore are intentionally structured to be a relatively low percentage of total compensation.

26  SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

The following sets forth the annual base salaries for our named executive officers for2014and2015, which reflect amounts agreed to in each executive’s employment agreement:

Executive2014
Base Salary		2015
Base Salary		% Change
Marc Holliday$1,050,000$1,050,000—
Stephen Green   $750,000   $750,000   —
Andrew Mathias$800,000$800,000—
Matthew DiLibertoN/A$400,000N/A
Andrew Levine$490,000$500,0002.0%

In addition to base salary, each of Messrs. Holliday, Green and Mathias also received a contribution of deferred notional stock units that are subject to vesting based on continued employment during a one-year period following the contribution and are only paid upon termination of employment or a change in control. The amounts of deferred compensation that each of Messrs. Holliday, Green and Mathias received for2015 was equal to the minimum amount that we had previously agreed to provide under the executive’s employment agreement and associated deferred compensation agreement that was in effect for2015. This deferred compensation is viewed similarly to annual base salary, in that fixed amounts are granted each year regardless of performance. However, because the value of this deferred compensation is tied to the value of our common stock and these executives will not receive this deferred compensation until the termination of their employment or a change in control, this deferred compensation program further establishes alignment of management and stockholder interests and helps ensure that the executives remain focused on long-term stockholder value creation. The following table sets forth the deferred compensation grants made to our executives in2015:

ExecutiveDeferred
Compensation
Amount		Notional
Stock
Units(1)
Marc Holliday   $600,000   4,791
Stephen Green$150,0001,233
Andrew Mathias$    450,000    3,699
(1)Deferred compensation contributions were converted into notional stock units based on the market price of our common stock on the date of the contribution.

Annual Incentive Awards

We pay annual incentive awards in the form of annual cash and equity bonuses to focus and reward our named executive officers on achieving key corporate financial and operational objectives and individual goals. Based in part on the feedback we received in connection with our outreach efforts relating to executive compensation, the Committee decided to revise the structure of our annual incentive award program for2014. For2015, we maintained the same overall structure of our annual incentive award program. Based in part on the feedback we received in connection with our continuing outreach efforts relating to executive compensation, we increased the formulaic component of our annual cash bonus program from60% to75% of the target opportunity and we reduced the number of performance criteria. For2015, the entire amount of the annual cash bonuses paid to our top three named executive officers was determined pursuant to this annual cash bonus program, which is described in more detail below.

We also maintained an annual equity bonus program for these named executive officers pursuant to which these executives were eligible to receive an annual bonus paid in the form of equity in amounts determined at theCommittee’s discretion. In determining the amounts of these equity bonuses for2015, the Committee considered our short-term and long-term performance, including the achievement of the financial and operational goals that we established and communicated to investors at our investor day conference in December2014, as well as the Committee’s view of the appropriate overall annual incentive award for each of these executives in light of the their historical compensation, skill, experience and position and competitive market factors.

Consistent with our historical practice, our other named executive officers’ annual incentive awards were determined in the Committee’s discretion in substantially the same manner as the equity bonuses for our top three named executive officers. These bonuses were then paid in cash, equity or a combination as determined by the Committee.

Annual Cash Bonus Program (Top Three Named Executive Officers)

As noted above, the annual cash bonuses paid to our top three named executive officers for2015 were determined pursuant to our annual cash bonus program. Pursuant to this program, the Committee established specific threshold, target and maximum cash bonus amounts that each of

2016 Proxy Statement 27


Table of Contents

EXECUTIVE COMPENSATION

our top three named executive officers could earn for 2015 and established specific performance criteria that were to be used in a formulaic manner to determine 75% of each of these executives’ cash bonuses. For 2015, each of Messrs. Holliday, Green and Mathias were eligible to earn the following percentages of his base salary (with linear interpolation used to determine the percentage earned for performance that falls between threshold, target and/or maximum):

Executive   Threshold   Target   Maximum
Marc Holliday 100% 200%300%
Stephen Green100%175% 250%
Andrew Mathias100%175%250%

Seventy-five percent of each executive’s annual cash bonus was determined in a formulaic manner based on the level of our achievement of a number of performance criteria as compared to the level established in advance by the Committee. The following set forth the specific performance criteria selected for2015, the relative weighting of each, the threshold, target and maximum performance levels established by the Committee in advance for each, and our actual 2015 results for each:

Performance criteria   2015
Weighting
Levels		   Threshold   Target   Maximum   2015 Actual
Performance
FFO per share12.5%$6.13$6.22$6.30$6.38
Annual square footage of Manhattan leases signed12.5%1,500,000 1,650,0001,800,0002,255,733
Mark-to-market on signed Manhattan leases12.5%6.0%9.0%12.0% 15.3%
Same-store cash NOI growth 12.5%  2.1%2.6% 3.1% 4.6%
Dividend growth10.0%5.0% 7.5% 10%20.0%
Relative TRS for 2015(1)7.5%40th60th80th39th
Absolute TRS for 20157.5%5.0%7.0%9.0%-2.97%
(1)    Relative TRS for 2015 was based on the percentile of our TRS relative to the TRS of the constituents of the SNL US REIT Office Index.

The remaining 25% of each executive’s annual cash bonus was determined in the Committee’s discretion based on our overall performance and each executive’s performance for 2015. In determining this component of each executive’s annual cash bonus, the Committee primarily based its decisions on our performance as compared to our initial FFO per share guidance for 2015 and the other specific company goals and objectives for 2015 that were presented at the 2014 investor day conference, which are repeated below:

2015Goals and Objectives2015Results
FFO per share initial guidance of $6.24-$6.30 per share$6.38 per share
2,200,000 square feet of Manhattan leases signed2,255,733 sq. ft. signed
96.5% same-store Manhattan portfolio occupancy97.1%
10-12% mark-to-market on signed Manhattan office leases15.3%
3.6% same-store cash NOI growth4.6%
Increase growth portfolio NOI by $30 million$30.1 million
$400 million of acquisitions of office properties$2.97 billion
$600 million of office property dispositions$933 million
$300 million of investments in residential propertiesNo investments in residential properties
$300 million of investments in retail properties$382 million
$250 million increase of debt and preferred equity balance$261.2 million increase
Issue in excess of $250 million index eligible bonds$100 million of bonds issued
Sign retail anchors for 650 Fifth and 719 SeventhDid not sign retail anchors
Obtain permit and commence demolition at One VanderbiltPermit obtained and demolition commenced
Dispose of more than $100 million of suburban assets$153 million
Dividend increase of 10% or more20% increase
Obtain ISS support for say-on-pay proposal at 2015 annual meetingDid not obtain ISS support
TRS greater than 10%TRS of -2.97%
TRS in excess of MSCI US REIT Index by 250 basis pointsIndex -549 basis points

28  SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

Based on our operational performance, as reflected in the level of our achievement of these goals and objectives, the Committee awarded each of our executives the maximum amount with respect to the discretionary component of our cash bonus program, which was then added to the formulaic component of our cash bonus program.

The following table reflects the 2015 cash bonuses awarded to Messrs. Holliday, Green and Mathias pursuant to our annual cash bonus program, presented based on the maximum percentages of each executive’s base salary that can be earned under both the formulaic and discretionary components, as well as the aggregate amounts of the total bonus opportunity earned:

Executive   Max
Formulaic
(%)		   Actual
Formulaic
(%)(1)		   Max
Discretionary
(%)		   Actual
Discretionary
(%)		   Max Cash
Bonus
(%)		   Actual Cash
Bonus
(%)		   Total
($)
Marc Holliday225.00% 191.25%75.00%75.00%300.00% 266.25%$2,795,625
Stephen Green 187.50%160.31%62.50%62.50% 250.00%222.81% $1,671,093
Andrew Mathias187.50%160.31%62.50%62.50%250.00%222.81%$1,782,500
(1)    Consistent with the timing of prior years’ annual cash bonus determinations, payouts and determinations under the annual cash bonus program were made in December 2015 based on a combination of actual results through that point in time and estimates of full year results. Because of a decline in the percentile of our relative TRS from the date these determinations were made in December 2015 to the end of the year, our actual results would have resulted in the percentage payouts that our executives would have received being reduced by the following amounts: Mr. Holliday—11.25%; Mr. Green—10.31%; and Mr. Mathias—10.31%. Consistent with the structure of our annual cash bonus program, the cash bonuses earned by these executives for 2016 will be reduced by these amounts.

Annual Equity Bonuses (Top Three Named Executive Officers)

We also maintain an equity bonus program for our top three named executive officers, which provides annual bonuses that are determined by the Committee, in its discretion, based on the short-term and long-term performance of our Company and the executive, the Committee’s view of appropriate annual incentive awards in light of the executive’s historical compensation, skill, experience and position, competitive market factors and such other factors as are determined appropriate by the Committee. In making these awards for 2015, the Committee sought to find a balance between (i) acknowledging the significant operational achievements attained during the year, as highlighted above, (ii) ensuring that annual incentive award and total compensation amounts were in line with the prevailing market and adequate to address recruitment and retention needs in the competitive New York City commercial real estate markets where we actively compete for business opportunities and executive talent with other publicly-traded REITs, private real estate operating companies, opportunity funds and sovereign wealth funds, among others, (iii) continuing to ensure our compensation programs create shoulder-to-shoulder alignment of management and stockholder interests by appropriately rewarding our named executive officers for the attainment of performance achievements that drive long-term value creation and (iv) rewarding our continued superior long-term TRS performance as balanced against our disappointing short-term TRS performance. The differences in compensation awarded to our named executive officers are generally a function of the executive’s position and authority, as well as the competitive landscape for executives in similar positions. The table below sets forth the annual equity bonus awards that were granted to each of Messrs. Holliday, Green and Mathias for 2014 and 2015, as approved by the Committee:

Executive   2014
Equity Bonus		   2015
Equity Bonus		   % Change
Marc Holliday$4,850,000 $4,204,375-13.3%
Stephen Green $2,625,000$2,228,907 -15.1%
Andrew Mathias$3,700,000$3,217,500-13.0%

The reduction in the amounts of the equity bonus awards for our executives in 2015as compared to 2014 primarily resulted from our disappointing TRS performance in 2015. The 2015 equity bonuses paid to each of our top three named executive officers listed above were paid in early 2016 in the form of LTIP units that vested upon grant, but remain subject to a no-sell restriction until two years after their grant date. Our named executive officers received the following number of LTIP units for these equity bonuses: Mr. Holliday—40,153; Mr. Green—21,286; and Mr. Mathias—30,728.

2016 Proxy Statement 29


Table of Contents

EXECUTIVE COMPENSATION

Bonuses to Other Executives

Consistent with our historical practice, annual bonuses for Messrs. DiLiberto and Levine were determined by the Committee in its discretion in substantially the same manner as the equity bonuses for our top three named executive officers. The table below sets forth the annual bonus awards that were granted to Mr. DiLiberto for 2015 and Mr. Levine for 2014 and 2015, as approved by the Committee:

Executive   2014Bonus   2015Bonus   % Change
Matthew J. DiLiberto N/A $1,400,000 N/A
Andrew S. Levine$1,200,000$1,100,000-8.3%

Similar to the annual equity bonus awards that were granted to our top three named executive officers, annual bonuses for Messrs. DiLiberto and Levine reflected our significant operational achievements for 2015 and our continued superior long-term TRS performance as balanced against our disappointing short-term TRS performance for 2015. The Committee decided to pay Mr. DiLiberto’s bonus in cash and Mr. Levine’s bonus in the form of LTIP units granted in January 2016 that were vested upon grant, but are subject to a no-sell restriction until two years after the date they were granted. Mr. Levine received 10,505 LTIP units for this bonus.

Long-Term Equity Incentive Awards

Long-term equity incentives have been provided to our named executive officers through the grant of stock options, restricted stock, restricted stock units and/or LTIP units pursuant to our outperformance plans and in connection with new or extended employment agreements. The majority of these awards included performance-based vesting hurdles that must be met in order for recipients to earn them. The grant of equity awards links a named executive officer’s compensation and net worth directly to the performance of our stock price as well as the achievement of other performance-based vesting hurdles in some cases, which we believe encourages our named executive officers to make decisions with an ownership mentality and provides alignment of interest with our stockholders. The Committee has made long-term equity incentive awards a central part of our executive compensation program due to these features.

Outperformance Plans

A main component of our long-term equity incentive award program is our outperformance plans. Our outperformance plans provide equity awards to our named executive officers and other employees that are subject to performance-based vesting hurdles based on TRS or stock price appreciation over a multi-year period, eligible for potential acceleration in specific circumstances. In addition to the performance-based vesting hurdles, all of these equity awards have additional time-based vesting provisions of four to five years in the aggregate with principally back-end vesting, based on continued employment, which act as a retention device and provide a strong incentive to the executives to increase stockholder value during the vesting period.

Our outperformance plans are designed to provide strong and direct alignment of our executive’s interests with long-term stockholder interests. As a result, historically, we provided a meaningful percentage of our executives’ total compensation in the form of equity awards under our outperformance plans. We anticipate continuing to utilize these types of plans as a significant component of our executive compensation program.

To guarantee that our long-term equity incentive awards reward only exceptional returns, our outperformance plans incorporate challenging performance hurdles. During prior periods where stockholders did not realize superior returns, such as during 2008 and 2009, our outperformance plans did not provide payouts. Due to the variable, at-risk nature of our outperformance plans, our executives must truly drive our overall performance and TRS to earn awards. This feature is illustrated by the table below showing our strong TRS during the performance periods of our two previous outperformance plans and the awards earned by our executives pursuant to those plans, as compared to our performance through December 31, 2015 relative to the robust performance hurdles contained in our 2014 Outperformance Plan:

2010Notional
Unit Long-Term
Compensation Plan		2011Outperformance Plan2014Outperformance Plan
Performance Period   Dec. 2009 – Nov. 2012   Sept. 2011 – Aug. 2014   Sept. 2014 – Aug. 2017
Initial Stock Price$42.37$73.38$109.36
Maximum Plan Award$75.0 million$85.0 million610,000 LTIP units
Cumulative Absolute25% - 50%25% - 38%25% - 50%
Hurdle Range 
Absolute Hurdle Achieved?YES – 85% TRSYES – 54% TRSNOT YET – 6.6% TRS for the
($76.42 + $1.80($109.36 + $3.92 16 months ended 12/31/15
dividends)dividends)($112.98 + $3.62 dividends)
Cumulative Relative Hurdle RangeN/AN/A50th percentile – 75th percentile
Relative Hurdle Achieved?N/A N/ANOT YET – 48th percentile for
the 16 months ended 12/31/15

30  SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

2014 Outperformance Plan

In August 2014, the Committee approved the general terms of our 2014 Outperformance Plan. Under our 2014Outperformance Plan, participants may earn awards based on our TRS on an absolute basis as well as on a relative basis compared to the constituents of the MSCI US REIT Index, or Index Companies, over a three-year performance period beginning on September 1, 2014 and continuing through August 31, 2017. Awards earned based on absolute TRS will be determined independently of awards earned based on relative TRS.

In order for participants to earn the full award under our 2014 Outperformance Plan, our TRS during the performance period must equal or exceed50%, which would represent total returns to stockholders in excess of$5billion, and be in thetop25% of Index Companies.

Our 2014 Outperformance Plan was designed to be complementary to the SL Green Realty Corp. 2011 Long-Term Outperformance Plan, or our 2011 Outperformance Plan, as the baseline stock price for measuring performance under our 2014 Outperformance Plan exceeds the stock price at which maximum stock price appreciation would be achieved under our 2011 Outperformance Plan.

Awards that are earned under our 2014 Outperformance Plan will also be subject to vesting based on continued employment through August 31, 2018, with 50% of the awards earned vesting on August 31, 2017 and the remaining 50% vesting on August 31, 2018. The maximum number of LTIP units that may be earned under our 2014 Outperformance Plan will be 610,000 LTIP units; however, as of the date hereof, the Committee has only granted awards for 426,671 LTIP units and will retain discretion as to whether, or when, it will award the remainder of the total LTIP units.

For each individual award, two-thirds of the LTIP units may be earned based on our absolute TRS and one-third of the LTIP units may be earned based on our relative TRS compared to Index Companies. The table below reflects the minimum and maximum thresholds for both the absolute TRS and relative TRS components:

Absolute TRS   Percentage of Absolute TRS
LTIP Units Earned
(two-thirds of total)		      Relative TRS   Percentage of Relative TRS
LTIP Units Earned
(one-third of total)
Less than 25% 0%  Below 50th percentile0%
25%37.5%50th percentile 37.5%
50% or higher100%75th percentile or greater100%

The number of LTIP units that are earned if performance is above the minimum thresholds, but below the maximum hurdles, will be determined based on linear interpolation between the percentages earned at the minimum and maximum thresholds.

In the event our performance reaches the maximum absolute TRS or relative TRS hurdle before the end of the three-year performance period, a pro-rata portion of the maximum award may be earned. For each component, if our performance reaches the maximum threshold during the second half of the performance period, participants will earn one-third of the maximum award. If our performance reaches the maximum threshold during the third year of the performance period for a component, participants will earn up to two-thirds of the maximum award that may be earned for that component. Except in the event of a change in control, no awards may be earned during the first half of the performance period and, with respect to the last one-third of the maximum award, no awards may be earned prior to the end of the performance period.

Awards may be earned upon a change in control as follows, but any such awards remain subject to vesting based on continued employment, as set forth above, with acceleration only occurring for a named executive officer in the event of a termination of the executive’s employment by us without cause or by the executive for good reason. In the event of a change in control during the first year of the performance period, participants will earn, for each component, the greater of (i) a prorated award based on the attainment of prorated performance hurdles or (ii) a non-prorated award based on attainment of the full, non-prorated performance hurdles, in each case, using the change in control as the end of the performance period. In the event a change in control occurs after the first year of the performance period, awards will be earned for each component based upon the attainment of prorated performance hurdles using the change in control as the end of the performance period.

2016 Proxy Statement 31


Table of Contents

EXECUTIVE COMPENSATION

The awards made to our named executive officers under our 2014 Outperformance Plan also provide that if that executive’s employment is terminated by us without cause or by the executive officer for good reason, then the executive officer is treated under our 2014 Outperformance Plan as if he had remained employed by us for 12 months after the date of his termination. If the executive officer’s employment terminates due to death or disability, then such termination will be treated in the same manner, for that award recipient, as if a change in control occurred on the date of such termination; provided that any LTIP units earned in connection with death or disability will vest in full as of the date on which they are earned.

Distributions are not payable unless and until awards are earned. If awards are earned under our 2014 Outperformance Plan, each participant will then be entitled to the distributions that would have been paid had the number of earned LTIP units been earned at the beginning of the performance period. Those distributions will be paid in cash or additional LTIP units as determined by the Committee. Thereafter, distributions will be paid currently with respect to all earned LTIP units, whether vested or unvested.

Initial awards under our 2014 Outperformance Plan have been made pursuant to which our named executive officers have the opportunity to earn the following LTIP units:

Award Opportunity (# of LTIP Units)
Executive   Threshold   Maximum   Hypothetical Earning
Based on Annualized
Results through
12/31/2015(1)
Marc Holliday25,92569,1330
Stephen L. Green8,42722,4730
Andrew Mathias 18,300 48,800 0
Matthew DiLiberto6,62117,6570
Andrew S. Levine4,63512,3600

Robust hurdles demonstrate strong pay for performance alignment. We would need to achieve TRS of36.6% and64.8% from March 31, 2016 through August 31, 2017 in order for executives to earn the threshold and maximum absolute TSR amounts, respectively, under our 2014 Outperformance Plan.
(1)    Represents LTIP units that would have been earned based on our performance from the start of the performance period through December 31, 2015.

Pursuant to our employment agreements with Messrs. Holliday and Mathias, we agreed to allocate at least 22.67% and 16.00%, respectively, of the total awards under our 2014 Outperformance Plan to these executives.

Employment Agreement Awards

The second main component of our long-term equity incentive award program is equity awards granted for retention purposes or in connection with new or extended employment agreements. We typically enter into employment agreements with each of our named executive officers, other than Mr. Green, that have terms of three or four years. In connection with these agreements, we typically grant one or more types of equity awards to our named executive officers that have vesting periods aligned with the terms of these agreements. Vesting of these awards has been based on continued employment and, for a majority of these awards, the achievement of performance hurdles.

In connection with our employment agreements with our named executive officers, we granted equity awards to Messrs. Mathias, DiLiberto and Levine on the effective date of each such agreement. In addition, our employment agreements with Messrs. Holliday and Mathias provided for the granting of the stock options and LTIP units noted in the table below, which, collectively for each of Mr. Holliday and Mr. Mathias, are scheduled to vest over the three-year term of the agreement. These long-term equity incentive awards were not granted at the time these agreements were entered into; instead, these agreements provided that the executives would be entitled to terminate their employment with us and receive severance payments and benefits if we did not make these grants on or before their scheduled vesting dates. These provisions were included instead of making long-term grants at the time the agreement was entered into, in part, to avoid the distortion in measuring annual compensation that otherwise might have occurred if these grants were all made in the year in which we entered into the agreements. Regardless of the ultimate grant dates, for purposes of evaluating our executive compensation, we believe these awards should be viewed collectively as long-term equity awards vesting over the three-year terms of these agreements (as opposed to three separate awards subject to short-term vesting), which is consistent with how the Committee viewed, and approved of, these awards.

The table below indicates the terms of the employments agreements with Messrs. Holliday, Mathias, DiLiberto and Levine that were in effect during 2015 and summarizes the terms and grant dates of the long-term equity incentive awards made, or to be made, to our named executive officers pursuant to these employment agreements.

32  SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

Messrs. Holliday and Mathias amended their employment agreements in 2014 such that 100% of the future LTIP unit awards granted under these employment agreements were subject to performance-based vesting hurdles, with restructured hurdles that are more difficult to achieve than those originally established, as set forth in the table below.

  MARC HOLLIDAY (JANUARY18,2013– JANUARY17,2016)
Equity Award   # of Shares/Units   Grant Date   Description(1)
Stock options200,0002013One-third vesting on 1/17/14, 1/17/15 and 1/17/16; 50% expires 5 years after grant;50% expires 10 years after grant
Three-
Year
vesting		Performance-based and
time-based LTIP units		 87,870 2014 Vesting 1/17/14; 60% subject to performance-based vesting contingent upon achievement of either7% increase in FFO, 7% TRS or TRS in the top40% of the MSCI US REIT Index, for the prior year (or on a cumulative basis from2013); two-year post-vesting no-sale
Performance-based
LTIP units		87,8702015Vesting 1/17/15 and 1/17/16, respectively; vesting contingent upon achievement of either8% increase in FFO, 8% TRS or TRS in the top35% of the MSCI US REIT Index, for the prior year (or on a cumulative basis from2013); two-year post-vesting no-sale
Performance-based
LTIP units		87,8702016
   
ANDREW MATHIAS (JANUARY1,2014– DECEMBER31,2016)(2)
Equity Award# of Shares/UnitsGrant DateDescription(1)
Stock options130,0002013One-third vesting on 12/31/14, 12/31/15 and 12/31/16; 50% expires 5years after grant; 50% expires 10 years after grant
Three-
Year
vesting		Performance-based and
time-based LTIP units		58,6662014Vesting 12/31/14; 60% subject to performance-based vesting contingent upon achievement of either7% increase in FFO, 7% TRS or TRS in the top40% of the MSCI US REIT Index, for the prior year (or on a cumulative basis from2014); two-year post-vesting no-sale
Performance-based
LTIP units		58,6672015Vesting 12/31/15 and 12/31/16, respectively; vesting contingent upon achievement of either8% increase in FFO, 8% TRS or TRS in the top35% of the MSCI US REIT Index, for the prior year (or on a cumulative basis from2014); two-year post-vesting no-sale
Performance-based
LTIP units		58,6672016
 
MATTHEW DILIBERTO (JANUARY1,2015– JANUARY1,2018)
Equity Award# of Shares/UnitsGrant DateDescription(1)
Time-based LTIP units13,00020146,000 LTIP units vesting 1/1/16 and 3,500 LTIP units vesting on each of1/1/17 and 1/1/18
Performance-based
LTIP units		7,0002014One-half vesting on each of 1/1/17 and 1/1/18; vesting contingent upon achievement of either8% increase in FFO, 8% TRS or TRS in the top35% of the MSCI US REIT Index, for the prior year (or on a cumulative basis from2015)
 
ANDREW S. LEVINE (JANUARY1,2013– JANUARY1,2016)
Equity Award# of Shares/UnitsGrant DateDescription(1)
Time-based LTIP units21,0002013One-third vesting on 1/1/14, 1/1/15 and 1/1/16
Performance-based
LTIP units		21,0002013One-third vesting on 1/1/14, 1/1/15 and 1/1/16; vesting contingent upon achievement of either7% increase in FFO, 7% TRS or TRS in the top40% of the MSCI US REIT Index, for the prior year (or on a cumulative basis from2013)
(1)    Performance-based LTIP units not earned in one year will vest on a subsequent vesting date occurring during the term of employment if the performance hurdle is met based on cumulative performance through a subsequent calendar quarter (for awards granted to Messrs. Holliday and Mathias) or year (for awards granted to Messrs. DiLiberto and Levine) occurring prior to such vesting date.
(2)Excludes additional allocations of awards under our outperformance plans that were made to Mr. Mathias in connection with his employment agreement.

2016 Proxy Statement 33


Table of Contents

EXECUTIVE COMPENSATION

In 2016, we entered into new employment agreements with each of Messrs. Holliday and Levine following the expiration of their prior employment agreements. The structure of Mr. Holliday’s new employment agreement was similar to his prior employment agreement in that the long-term equity incentive awards to be made to Mr. Holliday were not granted at the time this agreement was entered into and, instead, these agreements provided that Mr. Holliday would be entitled to terminate his employment with us and receive severance payments and benefits if we did not make these grants on or before their scheduled vesting dates. However, unlike Mr. Holliday’s prior agreement, he is no longer entitled to receive ungranted performance-based LTIP units upon a termination for good reason or without cause, except where such termination also occurs in connection with a change-in-control. The table below indicates the terms of these employment agreements and summarizes the terms and grant dates of the long-term equity incentive awards made, or to be made, to Messrs. Holliday and Levine pursuant to these employment agreements.

MARC HOLLIDAY (JANUARY18,2016– JANUARY17,2019)
Equity Award# of Shares/UnitsGrant DateDescription(1)
Stock options105,0002016   Vesting one-year after grant date, which grant is to occur on or before 7/1/16; 50% expires5 years after grant; 50% expires 10 years after grant
Stock options105,0002017Vesting one-year after grant date, which grant is to occur one year after the 2016 grant; 50% expires 5 years after grant; 50% expires 10years after grant
Performance-based
LTIP units		 76,9802017Vesting 1/17/17, 1/17/18 and 1/17/19, respectively, contingent on achievement of performance hurdle; from 50-100% vestingbased on achievement of either annual FFO growth or TRS of 5-8% per year or TRS in the top 35-50% of the MSCI US REIT Index, respectively, for the prior year (or on a cumulative basis from 2016 through such year or a subsequent quarter during the term); no vesting unless the 50% threshold performance criteria described above is met; two-year post-vesting no-sale
Performance-based
LTIP units		61,584 2018
Performance-based
LTIP units		61,5842019
 
ANDREW S. LEVINE (JANUARY 1, 2016 – JANUARY 1, 2019)
Equity Award# of Shares/UnitsGrant DateDescription(1)
Time-based LTIP units18,0002016One-third vesting on 1/1/17, 1/1/18 and 1/1/19
Performance-based
LTIP units		18,0002016One-third vesting on 1/1/17, 1/1/18 and 1/1/19 contingent on achievement of performance hurdle; from 50-100% vesting based on achievement of either annual FFO growth or TRS of 5-8% per year or TRS in the top35-50% of the MSCI US REIT Index, respectively, for the prior year (or on a cumulative basis from2016 through such year or a subsequent quarter during the term); no vesting unless the50% threshold performance criteria described above is met
(1)    Performance-based LTIP units not earned in one year will vest on a subsequent vesting date occurring during the term of employment if the performance hurdle is met based on cumulative performance through a subsequent calendar quarter occurring prior to such vesting date.

Other Compensation Policies and Information

How We Determine Executive Compensation

The Committee determines compensation for our named executive officers and is comprised of three of our independent directors, John H. Alschuler (Chairman), Edwin Thomas Burton, III and John S. Levy.

Independent Compensation Consultant/Compensation Process

The Committee retained Gressle & McGinley LLC as its independent outside compensation consulting firm and engaged Gressle & McGinley LLC to provide the Committee with relevant data concerning the marketplace, our peer group and its own independent analysis and recommendations concerning executive compensation. Gressle & McGinley LLC regularly participates in Compensation Committee meetings. Gressle & McGinley LLC does not provide any additional services to the Committee and does not provide any services to the Company other than to the Committee. Their sole role is as an independent consulting firm to advise the Committee with respect to the compensation of our named executive officers. The ultimate determination of total compensation and the elements that comprise that total compensation is made solely by the Committee.

With respect to our named executive officers, the Committee solicits recommendations from our Chief Executive Officer regarding total compensation, the allocation of this compensation among base salary, annual bonus amounts and other long-term incentive compensation, as well as the portion of overall compensation to be provided in cash or equity. Our Chairman also advises the Committee on these matters as they pertain to the compensation of our Chief Executive Officer. FTI Consulting, Inc., or FTI Consulting, is retained by our management as a general business advisor

34  SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

and provides services to the Company in a number of areas, including compensation. FTI Consulting, which has relationships with certain officers of the Company, provides market data to our Chief Executive Officer and Chairman, which they review when considering their compensation recommendations. The recommendations with respect to compensation are formulated by our Chief Executive Officer and Chairman and are communicated to the Committee by them. The Committee is also provided with the market data compiled by FTI Consulting and its recommendations with respect to the compensation of our named executive officers. The other named executive officers do not play a role in determining their own compensation, other than discussing their performance with our Chief Executive Officer.

All final determinations of compensation for our named executive officers are made solely by the Committee.

The Committee meets during the year to evaluate executive performance, to monitor market conditions in light of our goals and objectives, to solicit input from our independent compensation consultant on market practices, including peer group pay practices and new developments, and to review our executive compensation practices. As part of these meetings, in formulation of its executive compensation policies and practices for 2015, the Committee reviewed then-existing policies of certain of our institutional investors, Institutional Shareholder Services, Inc., or ISS, Glass Lewis & Co LLC and other governance groups, as well as feedback provided by such groups in prior year proxy research reports. The Committee is currently engaged with stockholders, as discussed above, and annually reviews our executive compensation policies and practices to ensure that such policies are in line with current market practices and stockholders’ best interests. The Committee makes regular reports to the Board.

Peer Group Benchmarking

In 2015,2023 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. The Committee didThis peer information was not use this peer informationused to target a particular percentile for our Chief Executive Officer’s total compensation for 2015,2023, but rather used this information to confirm that our Chief Executive Officer’s total compensation for 20152023 was within an appropriate range of the total compensation, received by the chief executive officers of these peers, considering relative size and performance. With respect to size, we ranked above the median of these peers with respect to common equity market capitalization and total revenue.

The Committee reviewed2014totalreviewed total compensation information for the chief executive officers of a New York City traditional REIT peer group, andwith an emphasis on the top25and top50public REITs.REIT industry. The Committee utilizedpeer group included a number of New York City-based peer group giventhecompanies. That decision is based on the unique characteristics of the New York City real estate marketplace, in 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.
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​63​
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, 2023. The following companies were included in the New York City traditional REIT peer group that the Committee reviewed:

NYC Traditional REIT Peer Group

●

Alexandria Real Estate Equities, Inc.

●

Boston Properties, Inc.

●

Brookfield Asset Management, Inc.

●

General Growth Properties, Inc.

●

iStar Financial

●

Ladder Capital Corp.

●

NorthStar Asset Management Group Inc.

●

Vornado Realty Trust

Our direct New York City competitors, both in terms

Peer Group
[MISSING IMAGE: bc_peergroup-pn.jpg]
Source: S&P Capital IQ. Data as of December 31, 2023.
In the market for talent and compensation, the Committee views SLG as most comparable to real estate businesscompanies and talent, are not limited to other public REITs doing businesscompanies in New York City. Rather, the Committee also views our competitorscomplex financial services-related industries such as consisting of 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. TheMany of these most direct competitors are private companies, however, and are not required to publicly disclose their compensation arrangements, though the Committee believes that the top real estate principals of these non-REIT companies typically receive substantially higher compensation than chief executive officers oftheir counterparts at public REITs. However, based on feedback fromNonetheless, to ensure the rigor of our stockholders,compensation program benchmarking, we removed all New York City-based asset managers fromhave limited our peer group in 2015to companies for which there is sufficient publicly available information to thoroughly and committed, on a going forward basis, to review compensation based on our New York City traditional REITcompletely evaluate the comparability of any given peer group and a national office REIT index.

Due to the limited number of REITs with an executive chairman who does not also serve as the chief executive officer, the Committee also reviewed information from the following REITs that have an executive serving in this role in order to assist the Committee with its compensation determinations for our Executive Chairman: Boston Properties, Inc.; CBL & Associates Properties, Inc.; Colony Financial, Inc.; Hyatt Hotels Corporation; Kimco Realty Corporation; Marriott International, Inc.; Pennsylvania Real Estate Investment Trust; and RLJ Lodging Trust.

company.

​Given limited publicly available information on the private companies with which we most directly compete for real estate talent, we have elected to include only public REITs in our compensation peer group.​
Analysis of Risk Associated with Our Executive Compensation Plans

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

Although

In reaching our conclusion, we considered the following aspects of our executive compensation plans and policies among others:
•
We evaluate performance based upon the achievement of a variety of business objectives and goals.
​
•
We use a balanced equity compensation mix comprised of performance-based and time-based full value equity awards. This approach lessens the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money,” as may be the case with equity compensation programs that rely solely on leveraged market-based equity compensation vehicles such as stock options.
​
•
We provide a significant portion of incentive compensation in the form of long-term incentive awards. The amounts that ultimately may be earned are tied to how we perform over a multi-year period, which focuses management on sustaining our long-term performance.
​
•
We structure payouts under our performance-based awards based on achieving a minimum level of performance, so that some compensation is awarded at levels below full target achievement rather than an “all-or-nothing” approach.
​
•
We provide a significant portion of each executive’s annual compensation in the form of equity-based compensation. In addition, executives are required to maintain sizable holdings of equity in the Company under the terms of our equity ownership guidelines. This practice aligns an appropriate portion of our executives’ personal wealth to our long-term performance.
​
TABLE OF CONTENTS
​64​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
•
We adopted a policy for recoupment of incentive payments made to our executives, including our named executive officers, which requires recovery of incentive-based compensation that is earned, granted or vested based on the achievement of financial reporting measures in the event of a required accounting restatement.
​
Accordingly, although a significant portion of our executive’sexecutives’ 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. We considered
Executive and Director Equity Ownership Guidelines
In furtherance of the following elementsCommittee’s ongoing efforts to foster an ownership culture among our senior leadership team, we adopted equity ownership guidelines for our named executive officers and non-employee directors, as set forth below:
Named Executive Officers and
Non-Employee Directors		​​Multiple of Base Salary or
Annual Cash Retainer		​
Chief Executive Officer​​​​8x​​
Other Named Executive Officers​​​​6x​​
Non-Employee Directors​​​​5x​​
All of our named executive compensation plans and policies when evaluating whether such plans and policies encourage our executives to take unreasonable risks:

●

We evaluate performance based upon the achievement of a variety of business objectives and goals including, by way of example, FFO growth, occupancy and leasing rates, TRS performance (both on an absolute and relative basis), real estate investment activity, the strength of our credit profile, and capital markets executions that we believe correlate to long-term creation of stockholder value and that are affected by management decisions;

2016Proxy Statement35


Table of Contents

EXECUTIVE COMPENSATION

●

We adopted a balanced approach to equity compensation that incorporates the use of various equity-based compensation vehicles. By utilizing a balanced equity compensation mix comprised of several different types of equity-based compensation vehicles, including full value equity awards that retain value even in a depressed market, we lessen the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money,” as may be the case with equity compensation programs that rely solely on leveraged market-based equity compensation vehicles such as stock options;

●

We provide a significant portion of incentive compensation in the form of Long-Term Incentive Awards, such as awards that may be earned under our2014Outperformance Plan. The amounts that ultimately may be earned under this program are tied to how we perform over a three-year period, which focuses management on sustaining our long-term performance;

●

We structure payouts under our performance-based awards based on achieving a minimum level of performance, so that some compensation is awarded at levels below full target achievement rather than an “all-or-nothing” approach;

●

We consider non-financial and other qualitative performance factors in determining actual compensation payouts;

●

We provide a significant portion of each executive’s annual compensation in the form of equity-based compensation, which results in our executives having built sizable holdings of equity in the Company. We note that executives are required to maintain sizable holdings of equity in the Company under the terms of our stock ownership guidelines, which aligns an appropriate portion of their personal wealth to our long-term performance; and

●

We adopted a policy for recoupment of incentive payments made to our executives, including our named executive officers, if payment was based on having met or exceeded performance expectations during a period of fraudulent activity for which the executive is responsible.

In conclusion, our executive compensation program is structured so that (i) we avoid the type of disproportionately large short-term incentives that could encourage executives to take risks that may not be in our long-term interests, (ii) we provide incentives to manage the Company for long-term performance, (iii) we have adopted a policy for recoupment of incentive payments under certain circumstances and (iv)officers hold a significant amount of equity in our Company and are highly incentivized to create sustainable, long-term stockholder value.

Named Executive Officers​​
Actual Equity Ownership—
Multiple of Base Salary(1)
​
Marc Holliday​​​​54x​​
Matthew J. DiLiberto​​​​20x​​
Andrew S. Levine​​​​22x​​
​
(1)
As of March 8, 2024.
​
Outstanding Annual Equity Award Performance Summary (2021-2023)
Operational Awards​​Actual Percentage Earned
as of 12/31/2023		​​Actual / Projected Absolute TSR Modifier as
of 12/31/2023		​
2023 Operational Component​​88.00% (Actual)​​+12.5% (Projected)​
2022 Operational Component​​141.29% (Actual)​​-12.5% (Projected)​
2021 Operational Component​​200.00% (Actual)​​-12.5% (Actual)​
Relative Awards​​Actual / Projected Percentile Rank
as of 12/31/2023		​​Actual / Projected Percentage Earned
as of 12/31/2023		​
2023 Relative TSR vs. Office REIT Peers​​
97th Percentile (Projected)
​​225.00% (Projected)​
2023 Relative TSR vs. NYC REIT Peers​​
92nd Percentile (Projected)
​​225.00% (Projected)​
2022 Relative TSR vs. Office REIT Peers​​
81st Percentile (Projected)
​​225.00% (Projected)​
2022 Relative TSR vs. NYC REIT Peers​​
25th Percentile (Projected)
​​0.00% (Projected)​
2021 Relative TSR vs. Office REIT Peers​​
83rd Percentile (Actual)
​​225.00% (Actual)​
2021 Relative TSR vs. NYC REIT Peers​​
42nd Percentile (Actual)
​​75.49% (Actual)​
Our 2022 and 2021 annual performance-based equity awards generally have the wealthsame structure as the 2023 performance-based equity awards described above in “— Compensation Discussion and Analysis—Our 2023 Executive Compensation Program.” The 2022 and 2021 awards are described in full in our proxy statements relating to our 2022 and 2021 fiscal years.
For additional information regarding the number of LTIP units relating to each of our executives is tied tooutstanding annual performance-based equity awards held by each of our long-term success. We believe this combination of factors encourages our executives to manage the Company in a prudent manner.

named executive officers, see “—Executive Compensation Tables—Outstanding Equity Awards at Fiscal Year End 2023.”

TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​65​
Perquisites and Other Personal Benefits

Our Chief Executive Officer receives certain life insurance benefits. We do not provide any other significant perquisites or personal benefits to our named executive officers, except thatofficers. Effective January 1, 2023, we reimbursediscontinued all automobile perquisites for our Chief Executive Officer, Chairman and President for costs associated with automobiles they lease for personal use. Additionally, we provide our Chairman with a full-time driver and our Chief Executive Officer receives certain insurance benefits.named executive officers. The costs of these benefits constitute only a small percentageconstituted less than one percent of the applicable executive’s compensation.

Employment Agreements

As noted above, we have employment agreements with alleach of our named executive officers. AllEach 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 controlchange-in-control transaction following which one or more of our executives may be expected to be terminated. See “Executive Compensation—“—Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control”Change in Control” for a summary of the employment agreements with our named executive officers.

Clawback

Compensation Recovery Policy

The

Effective as of October 2, 2023, the Board adopted a clawback policy that complies with Rule 10D-1 under which any incentive payments made to a namedthe Exchange Act, adopted by the SEC in October 2022. The clawback policy requires recovery from executive officerofficers of incentive-based compensation that is earned, granted or vested based on the basisachievement of having meta financial reporting measure in the event of a required restatement of previously issued financial statements. The recoverable compensation includes any compensation received after the effective date of the clawback policy and in the three-year fiscal period preceding the date the Company was required to prepare the restatement that is in excess of the amount that would have been received had it been calculated based on the restated financial statements. Recovery is required regardless of fault or exceeded performance targets during a period of fraudulent activity for which such executive is found personally responsible may be recouped bycovered officer’s role in the Company.

36SL Green Realty Corp.

financial reporting process. The clawback policy has been filed as an exhibit to our Annual Report on Form 10-K.

Table of Contents

EXECUTIVE COMPENSATION

Anti-hedging Policy

The Board has adopted a policy prohibiting all of our executive officers and directors from engaging in hedging transactions with respect to our securities. Pursuant to this policy, our executive officers and directors may not engage in hedging transactions with respect to our securities (including, without limitation, partnership interests in our operating partnership) through puts, calls, covered calls, synthetic purchases, collars, other derivative securities of the Company or otherwise at any time. Prior to the adoption of this policy, none of our executive officers or directors were engaging in any hedging transactions with respect to our securities, and this policy was adopted to formally reflect the practices that our executive officers and directors had already been observing.

Other Matters

Tax Treatment. The Committee reviews and considersCompany does not have any practices or policies regarding the tax efficiencyability of executive compensation as part of its decision-making process. Section 162(m)any other employees to purchase financial instruments or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the IRC generally limits the deductibility of compensation over $1million to a corporation’s named executive officers. We are a real estate investment trustCompany’s equity securities.

Other Matters—LTIP units and therefore generally does not pay income taxes. In addition, our named executive officers provide most of their services to our operating partnership. We received a private letter ruling from the Internal Revenue Service to the effect that the deduction limitation of Section 162(m) does not apply with respect to compensation to our named executive officers for services rendered to our operating partnership. As a result, the amounts and form of compensation that we provide to our named executive officers is not materially impacted by Section 162(m) of the IRC.

Class O LTIP units. Under our 2014 Outperformance Plan, in lieu of issuing shares of restricted stock, we

We issued a separate class of units of limited partnership interest in our operating partnership, which we refer to as LTIP units. We also used LTIP units, for the equity bonuses that we granted to our named executive officers for 20152023 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.

TABLE OF CONTENTS​
​66​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
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. During 2023, we did not grant any Class O LTIP units.
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.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 trade-offs between increased tax efficiency, and incremental economic risk relating to the structure of the LTIP units as profits interests due to their only having value upon a book-up event as described above as compared to restricted stock, we chosehave chosen to use LTIP units and Class O LTIP units for grants to our 2014 Outperformance Plan.executives. We believe that the use of LTIP units in these plansand Class O LTIP units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by executives, (iii) not adversely impacted dilution as compared to restricted stock, and (iv) further aligned the interests of our executives with the interests of our stockholders. We also believe that these benefits outweigh the loss
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the U.S. federal income tax business-expense deduction fromBoard of Directors of SL Green Realty Corp. has reviewed and discussed the issuanceCompensation Discussion and Analysis required by Item 402(b) of LTIP units, as comparedRegulation S-K with management and, based on such review and discussions, our Compensation Committee recommended to restricted stock.

2016Proxy Statement37

the Board that the Compensation Discussion and Analysis be included in this annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Submitted by our Compensation Committee
​Lauren B. Dillard (Chair)​​Carol N. Brown​​Edwin T. Burton, III​

Table of ContentsTABLE OF CONTENTS

​

​EXECUTIVE COMPENSATION​​67​
EXECUTIVE COMPENSATION

Executive Compensation Tables

TABLES

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 20152023 fiscal year and eachtwo of our three 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, 2015,2023, or collectively, the “named executive officers.”

Name And Principal
Position		  Year  Salary
($)		  Bonus
($)		  Non-Equity
Incentive Plan
Compensation ($)		  Stock
Awards(1)(2) ($)		  Option
Awards ($)		  All Other
Compensation(3) ($)		  Total ($)
Marc Holliday2015$   1,050,000$787,500$2,008,125$   19,159,050—$43,074$   23,047,749
Chief Executive2014$1,050,000—$1,102,500$14,160,346—$41,215$16,354,061
Officer2013$1,050,000$   1,100,000—$6,632,200$   3,849,590$38,938$12,670,728
Stephen L. Green2015$750,000$468,750$1,202,343$3,962,493—$   170,490 $6,554,076
Chairman of the 2014$750,000 —— $4,468,371—$173,992$5,392,363
Board2013$750,000— —$4,543,356— $148,389$5,441,745
Andrew Mathias2015 $800,000 $500,000$1,282,500$13,436,852—$26,790$16,046,132
President2014$800,000——$10,188,264 —$7,800$10,996,064
2013$750,000——$5,370,869$3,136,874$28,863$9,286,606
Matthew2015$400,000$1,400,000—— —$7,950$1,807,950
DiLiberto
Chief Financial 
Officer
Andrew S. Levine2015$500,000——$873,342—$7,950$1,381,292
Chief Legal Officer2014$490,000——$2,033,308—$7,800$2,531,108
and General2013$475,000$100,000—$3,264,228$592,749$7,650$4,439,627
Counsel
Name and Principal
Position		​​​Year​​Salary
($)		​​Bonus
($)		​​
Stock Awards(1)
($)
​​
Option
Awards(1)
($)
​​Non-Equity
Incentive Plan
Compensation
($)		​​
All Other
Compensation(2)
($)
​​Total
($)		​
Marc Holliday
Chief Executive
Officer, Chairman of the Board and
Interim President
​​​​​2023​​​​$1,250,000​​​​​—​​​​$15,767,540​​​​​—​​​​$1,454,167​​​​$36,464​​​​$18,508,171​​
​​​2022​​​​$1,250,000​​​​​—​​​​$14,284,701​​​​​—​​​​$1,051,094​​​​$75,060​​​​$16,660,855​​
​​​2021​​​​$1,250,000​​​​​—​​​​$18,099,677​​​​​—​​​​$1,681,250​​​​$57,130​​​​$21,088,057​​
Andrew Mathias
Former President(3)
​​​​​2023​​​​$950,000​​​​​—​​​​$11,657,025​​​​​—​​​​​—​​​​$13,200​​​​$12,620,225​​
​​​2022​​​​$950,000​​​​​—​​​​$11,685,931​​​​​—​​​​​—​​​​$55,570​​​​$12,691,501​​
​​​2021​​​​$950,000​​​​​—​​​​$14,929,026​​​​​—​​​​​—​​​​$50,522​​​​$15,929,548​​
Matthew J. DiLiberto
Chief Financial Officer
​​​​​2023​​​​$600,000​​​​​—​​​​$2,652,701​​​​​—​​​​​—​​​​$13,200​​​​$3,265,901​​
​​​2022​​​​$575,000​​​​$725,000​​​​$2,488,387​​​​​—​​​​​—​​​​$12,200​​​​$3,800,587​​
​​​2021​​​​$550,000​​​​$925,000​​​​$2,318,872​​​​​—​​​​​—​​​​$11,600​​​​$3,830,472​​
Andrew S. Levine
Chief Legal Officer
and General Counsel
​​​​​2023​​​​$580,000​​​​​—​​​​$2,839,185​​​​​—​​​​​—​​​​$13,200​​​​$3,432,385​​
​​​2022​​​​$580,000​​​​​—​​​​$3,935,842​​​​​—​​​​​—​​​​$12,200​​​​$4,528,042​​
​​​2021​​​​$580,000​​​​​—​​​​$2,783,700​​​​​—​​​​​—​​​​$11,600​​​​$3,375,300​​
​
(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 and option awards issued to the executives in 2023, 2022 and 2021, respectively. In accordance with SEC disclosure requirements, the amounts for 2023 include the full grant date fair value of our 2023 annual performance-based equity awards, which were as follows: Mr. Holliday—$9,920,005; Mr. Mathias—$7,935,992; Mr. DiLiberto—$778,011; and Mr. Levine—​$778,011, 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 2023 used an assumed stock price volatility level of 55% on our common stock and a risk-free interest rate of 3.97%.
​
Assuming that maximum performance is achieved under our 2023 annual performance-based equity awards, the value at the grant date of the awards would each have been as follows: Mr. Holliday—$19,766,210; Mr. Mathias—$15,812,968; Mr. DiLiberto—$1,464,142; and Mr. Levine—$1,464,142, respectively. See “— Compensation Discussion and Analysis—Our 2023 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 2023, which include certain perquisites such as Company 401(k) matching contributions.
​
(1)NameFor 2015, includes the full grant date fair values of the executives’ allocations in our 2014 Outperformance Plan, which were as follows: Mr. Holliday—$4,884,667; Mr. Mathias—$3,448,000; Mr. Green—$1,587,895; and Mr. Levine—$873,342. These awards are contingent upon our achievement of absolute TRS (two-thirds) and relative TRS (one-third) over a three-year measurement period ending August 31, 2017. Based on our performance as of December 31, 2015, these awards would have been forfeited in full. For the two-thirds of the awards that are subject to absolute TRS, we would need to achieve TRS of 36.6% and 64.8% from March 31, 2016 through August 31, 2017 in order for executives to earn the threshold and maximum absolute TSR amounts, respectively, under these awards.
(2)​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 2015, 2014 and 2013, respectively. In accordance with SEC disclosure requirements, the amounts for 2015 and 2014 include the full grant date fair value of the executives’ allocations in our 2014 Outperformance Plan and our 2011 Outperformance Plan granted during such years. The grant date fair value of such awards is computed in accordance with ASC 718, “Compensation-Stock Compensation” by the use of Monte Carlo simulation models that consider the probable outcomes of the market-based performance conditions governing such awards. For the awards granted under our 2014 Outperformance Plan during 2015, the Monte Carlo simulation model used an assumed stock price volatility level of 21.0% on the Company’s common stock and a risk-free interest rate of 0.88%. For the awards granted under our 2011 Outperformance Plan during 2014, the Monte Carlo simulation model used an assumed stock price volatility level of 19.0% on the Company’s common stock and a risk-free interest rate of 0.08%. The actual value of awards with respect to (i) our 2014 Outperformance Plan will be contingent upon our attainment of absolute and relative stockholder return metrics over a three-year measurement period ending August 31, 2017 and (ii) our 2011 Outperformance Plan was contingent upon the attainment of stockholder return targets over a three-year measurement period ending August 31, 2014. Assuming that maximum performance is achieved under our 2014 Outperformance Plan, the value at the grant date of the awards made under our 2014 Outperformance Plan during 2015 would each have been as follows: Mr. Holliday—$8,829,667; Mr. Green—$2,870,252; Mr. Mathias—$6,232,736; and Mr. Levine—$1,578,619, respectively.
(3)​The table and footnotes below show the components of this column for 2014, which include certain perquisites such as Company 401(k) matching contributions.
NameYearAll Other

Compensation ($)		​
Marc Holliday​2015​​$43,07436,464(a)​​
Stephen L. Green2015$170,490(b)
Andrew Mathias​2015​​$26,790(c)13,200(b)​​
Matthew J. DiLiberto​2015​​$7,950(d)13,200(b)​​
Andrew S. Levine​2015​​$7,950(e)
13,200(b)
​​
​
(a)
Represents (i) the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($13,200) and (ii) life insurance premiums ($23,264). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
​
(b)
Represents the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($13,200). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
​
(3)
Does not include amounts that became payable in 2024 pursuant to the terms of employment agreement. See “—Potential Payments Upon Termination or Change in Control.”
​
TABLE OF CONTENTS
​a)68Represents (i) the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($7,950), (ii) leased car payments ($22,812) and (iii) life insurance premiums ($12,312). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​

38SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

b)Represents leased car ($26,682) and full-time driver payments ($140,808). Mr. Green is the only officer in the Company provided with a full-time driver, which allows him to use his time efficiently for business purposes during his travel time, and it is the Company’s policy to not provide such perquisite to any officer other than Mr. Green.
c)Represents the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($7,950) and leased car payments ($18,840). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
d)Represents the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($7,950). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.
e)Represents the Company’s matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan ($7,950). The Company’s 401(k) matching contributions are credited in the year subsequent to which employees make their contributions.

2015

2023 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 December31,2015.

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units		  Grant Date
Fair Value
of Stock
and Option
Awards
($)


Estimated Possible Payouts Under Non-
Equity Incentive Plan Award (#)		Estimated Future Payouts Under
Equity Incentive Plan Award (#)
Name  Grant Date  Approval
Date		  Threshold
($/#)		  Target
($/#)		  Maximum
($/#)		  Threshold
($/#)		  Target
($/#)		  Maximum
($/#)		  
Marc Holliday01/12/201501/12/2015——————45,832(1)$4,682,930
01/12/201501/12/2015——————87,870(2)$8,978,205
01/12/201501/12/2015 ———25,925(3)25,925(3)69,133(3)—$4,884,667
  01/18/201509/10/2013——————4,791(4)$613,248
N/AN/A$787,500(7)$1,575,000(7)$2,362,500(7)—————
Stephen L.
Green		01/01/201512/09/2009——————1,233(5)$146,752
01/12/201501/12/2015——————21,804(1)$2,227,846
01/12/201501/12/2015———8,427(3)8,427(3)22,473(3)—$1,587,895
N/AN/A$562,500(7)$984,375(7)$1,406,250(7)—————
Andrew
Mathias		01/01/201511/08/2013——————3,699(5)$440,255
01/12/2015 01/12/2015——————32,952(1)$3,366,904
01/12/201501/12/2015———58,667(6)58,667(6)——$6,181,683
01/12/201501/12/2015———18,300(3)18,300(3)48,800(3)—$3,448,000
N/A N/A$600,000(7)$1,050,000(7)$1,500,000(7)—————
Matthew
DiLiberto		——————————
  
Andrew S.
Levine		01/12/201501/12/2015———4,635(3)4,635(3)12,360(3)—$873,342
  
(1)This grant of LTIP units vested immediately upon grant, but remains subject to a two-year restriction on transfer from the date of grant.
(2)This grant of LTIP units was awarded in connection with Mr. Holliday’s employment agreement and was to be subject to vesting based on the achievement of any of the following financial performance goals during 2014 (or on a cumulative basis beginning with 2013 through the end of 2014 or 2015) and continued employment through January 17th of the year following the year as of which the financial performance goals are achieved: (i) 8% or greater increase in FFO on a per-share basis, (ii) 8% or greater TRS or (iii) TRS or percentage increase in FFO per share in the top 35% of a peer group of companies determined each year by our Compensation Committee. This grant is presented in the “All Other Stock Awards: Number of Shares of Stock or Units” column instead of the “Estimated Future Payouts Under Equity Incentive Plan Award” column, because the grant occurred after performance-based vesting was achieved. Once vested, these LTIP units remain subject to a restriction on transfer until the earlier of two years after vesting, termination of employment or a change in control.
(3)Represents awards made under the 2014 Outperformance Plan. See “Executive Compensation—Compensation Discussion and Analysis—SL Green Realty Corp. 2014 Outperformance Plan” for a description of the terms of the 2014 Outperformance Plan. The “Maximum ($/#)” column represents the maximum number of LTIP Units that could be earned under the 2014 Outperformance Plan with respect to the portion of the awards that were granted in 2015 to the named executive officers, which would be earned if we achieved (i) absolute TSR return of 50% or greater and (ii) relative TSR in the 75th percentile or greater of a selected peer group, in each case during the performance period under the 2014 Outperformance Plan. The “Threshold ($/#)” column and the “Target ($/#)” column represent the number of LTIP units that would be earned if we achieved (i) absolute TSR of 25% and (ii) relative TSR in the 50th percentile of a selected peer group during the performance period under the 2014 Outperformance Plan, representing the minimum performance that would entitle recipients to awards under the 2014 Outperformance Plan, which our Compensation Committee viewed as the target performance goal when approving the 2014 Outperformance Plan awards. If our absolute and relative

2016Proxy Statement39

December 31, 2023.
​​​​​​​​​​​​​​​​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
(#)		​​Grant
Date Fair
Value of
Stock and
Option
Awards
($)		​
Name​​​Grant Date​​Approval
Date		​​Threshold
($)		​​Target
($)		​​Maximum
($)		​​Threshold
(#)		​​Target
(#)		​​Maximum
(#)		​
Marc Holliday​​​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​134,156(1)​​​​$4,554,596​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,888(2)​​​​$150,013​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​104,809(3)​​​​​223,593(3)​​​​​503,085(3)​​​​​—​​​​$9,920,005​​
​​​12/11/2023​​​​​12/11/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​34,467(4)​​​​$1,142,926​​
​​​N/A​​​​​N/A​​​​$625,000(5)​​​​$2,500,000(5)​​​​$3,750,000(5)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Andrew Mathias​​​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​104,344(1)​​​​$3,542,479​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​5,818(2)​​​​$178,554​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​83,848(3)​​​​​178,875(3)​​​​​402,467(3)​​​​​—​​​​$7,935,992​​
​​​N/A​​​​​N/A​​​​$475,000(5)​​​​$1,662,500(5)​​​​$2,375,000(5)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Matthew J.
DiLiberto		​​​​​03/02/2023​​​​​03/02/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​42,422(1)​​​​$1,252,297​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​20,280(4)​​​​$622,393​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​7,764(3)​​​​​15,563(3)​​​​​37,265(3)​​​​​—​​​​$778,011​​
​​​N/A​​​​​N/A​​​​$300,000(5)​​​​$1,050,000(5)​​​​$1,500,000(5)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Andrew S. Levine​​​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​38,756(1)​​​​$1,245,618​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​26,574(4)​​​​$815,556​​
​​​01/30/2023​​​​​01/30/2023​​​​​—​​​​​—​​​​​—​​​​​7,764(3)​​​​​15,563(3)​​​​​37,265(3)​​​​​—​​​​$778,011​​
​

Table

(1)
Represents grants of Contents

EXECUTIVE COMPENSATION

performance for the three-year performance period applicable to these awards continues to be the same as we experienced from the beginning of the performance period through December 31, 2015, our named executive officers will not earn any LTIP units under these awards. Fifty percent of the LTIP units earned will be subject to one additional year of time-based vesting.
(4)This grant of notional stock units was subject to vesting based on continued employment through January 17, 2016. Each stock unit represents the contingent right to receive the value of one share of common stock in accordance with the terms of a deferred compensation agreement.
(5)This grant of notional stock units was subject to vesting based on continued employment through December 31, 2015. Each stock unit represents the contingent right to receive the value of one share of common stock in accordance with the terms of a deferred compensation agreement.
(6)This grant of LTIP units was awarded in connection with Mr. Mathias’s employment agreement and was subject to vesting based on the achievement of any of the following financial performance goals during 2015 (or on a cumulative basis beginning with 2014 through the end of 2015 or 2016) and continued employment through the end of the year as of which the financial performance goals are achieved: (i) 8% or greater increase in FFO on a per-share basis, (ii) 8% or greater TRS or (iii) TRS or percentage increase in FFO per share in the top 35% of a peer group of companies determined each year by our Compensation Committee. Once vested, these LTIP units remain subject to a restriction on transfer until the earlier of two years after vesting, termination of employment or a change in control. The “Maximum ($/#)” column represents the maximum number of LTIP units that could be earned. The “Target ($/#)” column represents the number of LTIP units that would be earned if the performance goals are achieved. The LTIP units only provide for a single level of performance. Accordingly, the “Threshold($/#)” subcolumn is not applicable.
(7)Represents cash payouts that were possible pursuant to the formulaic component of our annual cash bonus program for 2015. See “Compensation Discussion and Analysis—Annual Incentive Awards—Annual Cash Bonus Program (Top Three Named Executive Officers)” for a description of these awards.

LTIP units awarded in connection with our respective employment agreements with Messrs. Holliday, Mathias, DiLiberto and Levine. For Messrs. Holliday, Mathias and DiLiberto, the LTIP units vest in three equal installments vesting on each of January 1, 2024, January 1, 2025 and January 1, 2026, and, for Mr. Levine, the LTIP units vest in two equal installments on each of January 1, 2024 and January 1, 2025, subject in each case to continued employment.

​
(2)
Represents LTIP units granted as a true-up adjustment pursuant to the formulaic component of our annual bonus program on account of actual 2022 performance.
​
(3)
Represents LTIP units granted as 2023 annual performance-based equity awards that were subject to performance-based vesting hurdles. The amount shown in the “Threshold” column of the table reflects the total number of LTIP units that would be earned at threshold performance with respect to both the operating performance metrics and the relative TSR metrics, after giving effect to the maximum downward modifier. The amount shown in the “Maximum” column reflects the total number of LTIP units that would be earned at maximum performance with respect to both the operating performance metrics and the relative TSR metrics, after giving effect to the maximum upward modifier. See “—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” for a description of the terms of these performance-based awards and the Company’s estimated performance as of December 31, 2023.
​
(4)
This grant of LTIP units vested immediately upon grant, but remains subject to a three-year restriction on transfer from the date of grant.
​
(5)
Represents cash payouts that were possible pursuant to the formulaic component of our annual bonus program for 2023. See “—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” for a description of these awards.
​
Grants of all equity awards were made pursuant to the2005Plan.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 accrue cash dividends, dividend equivalents ordo not entitle the holder to receive distributions prior to the achievement of these hurdles,hurdles. If and such accrued amountswhen performance-based vesting occurs, the holders are only paidentitled to receive a combination of cash payments and distributions with respect to all LTIP units that are earned equal to the executivesamounts that would have been received if and when the earned LTIP units had been entitled to receive full distributions from the beginning of the applicable performance hurdles are met.

period.

See “Potential Payments Upon Termination or a Change-in-Control”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.

TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​69​
Outstanding Equity Awards at Fiscal Year-End 2015

2023

The following table sets forth certain information with respect to all outstanding equity awards held by each named executive officer at the fiscal year ended December31, 2015.

Option AwardsStock 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
(#)		  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares
or Units
or Other
Rights that
Have Not
Vested(2)
Marc Holliday66,666(5)33,334(5)$76.6501/02/20189,778$1,104,718——
66,666(5)33,334(5) $76.65 01/02/2023——30,913(3)(4)$3,492,551
Stephen L. Green————2,201$248,66910,628(3)(4) $1,200,751
Andrew Mathias43,333(6) 21,667(6)$91.4311/08/20183,779 $426,951——
43,333(6)21,667(6)$91.4311/08/2023 —— 22,081(3)(4)$2,494,711
Matthew DiLiberto10,00020,000$90.1512/12/201813,646$1,541,725——
——————14,269(3)(4)$1,612,112
Andrew S. Levine4,166(7)8,334(7)$90.1512/12/201814,925$1,686,227——
4,166(7)8,334(7)$90.1512/12/2023——5,561(3)(4)$628,282

40SL Green Realty Corp.

December 31, 2023.
​​​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​​​​​371,220​​​​$16,768,007​​​​​346,010​​​​$15,629,272​​
​​​
52,500(4)
​​​​​—​​​​$105.73​​​​​06/17/2027​​​​​—​​​​​—​​​​​—​​​​​—​​
Andrew
Mathias		​​​​—​​​​​—​​​​​—​​​​​—​​​​​291,972​​​​$13,188,375​​​​​276,809​​​​$12,503,463​​
Matthew J.
DiLiberto		​​​​
15,000(4)
​​​​​—​​​​$106.05​​​​​01/11/2027​​​​​65,639​​​​$2,964,914​​​​​25,630​​​​$1,157,707​​
Andrew S.
Levine		​​​​
15,000(4)
​​​​​—​​​​$106.05​​​​​01/11/2027​​​​​73,769​​​​$3,332,146​​​​​25,630​​​​$1,157,707​​
​

Table of Contents

EXECUTIVE COMPENSATION

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

Executive  Notional
Stock Units(a)		  LTIP
Units(b)		  Performance-
Based
Employment
Agreement
LTIP Units(c)		  Time-Based
Employment
Agreement
LTIP Units(d)
Marc Holliday4,7914,987——
Stephen L. Green—2,201——
Andrew Mathias — 3,779 ——
Matthew DiLiberto—646—13,000
Andrew S. Levine—9257,0007,000
​
Executive​​
2023
Operational
Performance-
Based LTIP
Units(a)
​​
2022
Operational
Performance-
Based LTIP
Units(b)
​​
2021
Performance-
Based LTIP
Units(c)
​​2023
Time-Based
Employment
Agreement
LTIP Units		​​2022
Time-Based
Employment
Agreement
LTIP Units		​​2021
Time-Based
Employment
Agreement
LTIP Units		​​2022 One
Madison LTIP
Units		​
Marc Holliday​​​​86,083​​​​​62,822​​​​​—​​​​​134,156(d)​​​​​40,831(e)​​​​​47,328(f)​​​​​—​​
Andrew Mathias​​​​68,867​​​​​50,258​​​​​—​​​​​104,344(d)​​​​​31,758(e)​​​​​36,745(f)​​​​​—​​
Matthew J. DiLiberto​​​​6,377​​​​​4,653​​​​​7,607​​​​​42,422(d)​​​​​—​​​​​—​​​​​4,580(g)​​
Andrew S. Levine​​​​6,377​​​​​4,653​​​​​7,607​​​​​38,756(h)​​​​​11,796(i)​​​​​—​​​​​4,580(g)​​
​
(a)
Represents the number of LTIP units that were earned for 2023 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2025. The LTIP units will vest 100% for Messrs. Holliday and Mathias on December 31, 2025, and 50% on each of December 31, 2025 and December 31, 2026 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment.
​
(b)
Represents the number of LTIP units that were earned for 2022 operational performance that are not subject to forfeiture regardless of our absolute TSR performance over the three-year period ending December 31, 2024. The LTIP units will vest 100% for Messrs. Holliday and Mathias on December 31, 2024, and 50% on each of December 31, 2024 and December 31, 2025 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment.
​
(c)
Represents the sum of (i) the number of LTIP units that were earned for 2021 operational performance, as modified by our absolute TSR performance over the three-year period ending December 31, 2022 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, 2022. The LTIP units vested 100% for Messrs. Holliday and Mathias on December 31, 2023, and 50% for Messrs. DiLiberto and Levine, with the remaining 50% scheduled to vest on December 31, 2024 subject, in each case, to continued employment. LTIP units that vested on December 31, 2023 are reflected in the “2023 Options Exercised and Stock Vested” table, below. See “—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” and “—Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2021-2023)” for a description of the terms of these performance-based awards and the Company’s performance as of December 31, 2023.
​
(d)
For Messrs. Holliday and DiLiberto, represents LTIP units that vested one-third on January 1, 2024 and LTIP units that are scheduled to vest one-third on January 1, 2025 and one-third on January 1, 2026, subject to continued employment. For Mr. Mathias, all of the LTIP units vested on January 30, 2024 in connection with the non-renewal of his employment agreement.
​
(e)
For Mr. Holliday, represents LTIP units that vested one-third on January 1, 2023 and one-third on January 1, 2024 and LTIP units that are scheduled to vest one-third on January 1, 2025, subject to continued employment. For Mr. Mathias, all of the LTIP units vested on January 30, 2024 in connection with the non-renewal of his employment agreement.
​
(f)
For Mr. Holliday, represents LTIP units that vested on January 1, 2024. For Mr. Mathias, the LTIP units vested on January 30, 2024 in connection with the non-renewal of his employment agreement.
​
(g)
Represents LTIP units that were awarded as one-time, long-term incentive grants in connection with our One Madison
​
TABLE OF CONTENTS
​(a)70Represents notional stock units, each of which represents the contingent right to receive the value of one share of common stock in accordance with the terms of a deferred compensation agreement. These notional stock units vested on 01/17/2016. Vested notional stock units are settled in cash no later than 30 days following the earliest of (i) Mr. Holliday’s death, (ii) the date of Mr. Holliday’s separation from service with us, and (iii) the effective date of a Change-in-Control (as defined in the deferred compensation agreement).
​(b)​Represents LTIP units that vest on 6/30/2016 based on 2015 performance, subject to continued employment through such dates.
SL GREEN REALTY CORP. 2024 PROXY STATEMENT(c)Represents LTIP units that vested on 01/01/2016 based on 2015 performance.
(d)For Mr. DiLiberto, represents 6,000 LTIP units that vested on 01/01/2016 and 7,000 LTIP units, of which one-half is scheduled to vest on January 1, 2017 and one-half is scheduled to vest on January 1, 2018, subject to continued employment through such dates. For Mr. Levine, represents LTIP units that vested on 01/01/2016.​
(2)
development project that vested one-third on December 31, 2022 and one-third on December 31, 2023, and LTIP units that are scheduled to vest one-third on December 31, 2024, subject to continued employment.
(h)
Represents LTIP units that vested one-half on January 1, 2024 and LTIP units that are scheduled to vest one-half on January 1, 2025, subject to continued employment.
​
(i)
Represents LTIP units that vested one-third on January 1, 2023 and one-third on January 1, 2024 and LTIP units that are scheduled to vest one-third on January 1, 2025, subject to continued employment.
​
(2)
Based on a price of $112.98 per share/unit, which was the closing price on the NYSE of one share of our common stock on December 31, 2015. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock.
(3)Includes the following LTIP Units that vest on 06/30/2017, subject to continued employment through such date and the achievement of either an 8% per year increase in FFO per share or TRS in the top 35% of the constituents of the MSCI US REIT Index in the year prior to the applicable vesting date or on a cumulative basis from 2014 through the year prior to the applicable vesting date: Mr. Holliday—4,988 LTIP units; Mr. Green—2,201 LTIP units; Mr. Mathias—3,781 LTIP units; Mr. DiLiberto—646 LTIP units; and Mr. Levine—926 LTIP units.
(4)Includes the following LTIP units, which represents the number of LTIP units that will be earned under the 2014 Outperformance Plan if we achieve both 25% or greater absolute TSR and relative TSR in the 50th percentile or higher during the three-year performance period under the 2014 Outperformance Plan: Mr. Holliday—25,925 LTIP units; Mr. Green—8,427 LTIP units; Mr. Mathias—18,300 LTIP units; Mr. DiLiberto—6,621 LTIP units; and Mr. Levine—4,635 LTIP units. If our absolute and relative performance for the three-year performance period applicable to these awards continues to be the same as we experienced from the beginning of the performance period through December 31, 2015, our named executive officers will not earn any LTIP units under these awards. As a result, in accordance with SEC rules, the table reflects the number of LTIP units that would be earned if the “threshold” performance goal was achieved. For Mr. DiLiberto, also includes 7,000 LTIP units that are scheduled to vest one-half on 01/01/2017 and one-half on 01/01/2018, based on the attainment of specified performance goals during the vesting period and subject to continued employment through such dates.
(5)Reflects an award of 100,000 stock options that expire five years after the date of grant and an award of 100,000 stock options that expire 10 years after the date of grant, of which one-third of each vested on 01/17/2014, one-third of each vested on 01/17/2015 and the remaining one-third of each is scheduled to vest on 01/17/2016, subject to continued employment through such date.
(6)Reflects an award of 65,000 stock options that expire five years after the date of grant and an award of 65,000 stock options that expire 10 years after the date of grant, of which one-third of each vested on 12/31/2014, one-third of each vested on 12/31/2015 and the remaining one-third of each is scheduled to vest on 12/31/2016, subject to continued employment through such date.
(7)Reflects an award of 12,500 stock options that expire five years after the date of grant and an award of 12,500 stock options that expire 10 years after the date of grant, of which one one-third of each vested on 01/01/2015 and an additional one-third of each is scheduled to vest on each of 01/01/2016 and 01/01/2017, subject to continued employment through such dates.

2016Proxy Statement 41


Table of Contents

EXECUTIVE COMPENSATION

2015$45.17 per share/unit, which was the closing price on the NYSE of one share of our common stock on December 29, 2023. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock.

​
(3)
For each of our named executive officers includes the following:
​
Executive​​
2023
Performance-
Based
LTIP Units(a)
​​
2022
Performance-
Based LTIP
Units(b)
​
Marc Holliday​​​​276,137​​​​​69,873​​
Andrew Mathias​​​​220,910​​​​​55,899​​
Matthew J. DiLiberto​​​​20,454​​​​​5,176​​
Andrew S. Levine​​​​20,454​​​​​5,176​​
​
(a)
Represents the sum of the LTIP units that would be earned if (i) the “maximum” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on absolute TSR, (ii) the “maximum” performance goal were achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to the constituents of the Dow Jones US Real Estate Office Index and (iii) the “maximum” performance goal was achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to NYC peers. Earned LTIP units will vest 100% for Messrs. Holliday and Mathias on December 31, 2025, and 50% on each of December 31, 2025 and December 31, 2026 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment. See “—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” and “—Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2021-2023)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2023.
​
(b)
Represents the sum of the LTIP units that would be earned if (i) the “threshold” performance goal was achieved with respect to the portion of the LTIP units eligible to be earned based on absolute TSR, (ii) the “maximum” performance goal was achieved with respect to the portion of the LTIP units eligible to be earned based on TSR relative to the constituents of the SNL office index at the time the award was granted 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 100% for Messrs. Holliday and Mathias on December 31, 2024, and 50% on each of December 31, 2024 and December 31, 2025 for Messrs. DiLiberto and Levine, subject, in each case, to continued employment. See “—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” and “—Compensation Discussion and Analysis—Other Compensation Policies and Information—​Outstanding Annual Equity Award Performance Summary (2021-2023)” for a description of the terms of these performance-based awards and the Company’s projected performance as of December 31, 2023.
​
(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.
​
2023 Option Exercises and Stock Vested

None of our named executive officers exercised any stock options during 2015.

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, 2015.

Stock Awards
Name     Number
of Shares
Acquired on
Vesting (#)		     Value
Realized on
Vesting(1)($)
Marc Holliday302,112$35,672,524
Stephen L. Green100,193$11,434,062
Andrew Mathias228,021$25,892,788
Matthew DiLiberto27,443$3,051,153
Andrew S. Levine45,006$5,073,496
2023.
​​​Option Awards​​Stock Awards​
Name​​Number of
Shares
Acquired
on Exercise
(#)		​​Value
Realized on
Vesting
($)		​​Number of
Shares
Acquired
on Vesting
(#)		​​
Value
Realized on
Vesting(1)
($)
​
Marc Holliday​​​​—​​​​​—​​​​​328,885​​​​$13,760,479​​
Andrew Mathias​​​​—​​​​​—​​​​​235,505​​​​$9,854,698​​
Matthew J. DiLiberto​​​​—​​​​​—​​​​​49,896​​​​$1,956,966​​
Andrew S. Levine​​​​—​​​​​—​​​​​46,578​​​​$1,880,141​​
​
(1)
Amounts reflect the market value of the stock on the day the stock vested.
​
TABLE OF CONTENTS
(1)​

Amounts reflect the market value of the stock on the vesting date.

EXECUTIVE COMPENSATION		​​71​

2023 Nonqualified Deferred Compensation
The following table sets forth certain information regarding non-tax qualified compensation deferred during the year ended December 31, 2023. All of the information below relates to notional stock units that we granted to certain of our named executive officers pursuant to employment agreements we had entered into with them. Pursuant to these employment agreements, we agreed to grant notional stock units with a specified value to certain of our named executive officers each year, which are subject to vesting based on continued employment for the following year. Once vested, these notional stock units represent a contingent right to receive the value of one share of our common stock. Under the terms of the deferred compensation agreements, each participant is also entitled to dividend equivalent rights, to be paid in cash on a current basis, equal to the amount per share of any cash dividend we declare, multiplied by the total number of notional units held by such participant as of the record date for such dividend. Vested notional stock units are settled in cash no later than 30 days following the earliest of (i) the executive’s death, (ii) the date of the executive’s separation from service with us and (iii) the effective date of a change in control.
Under the employment agreements with our Named Executive Officers that were in effect during 2023, we have eliminated nonqualified deferred compensation.
Executive​​Executive
Contributions
in Last FY
($)		​​Registrant
Contributions
in Last FY
($)		​​
Aggregate
Earnings
in Last FY
($)(1)(2)
​​
Aggregate
Withdrawals/​
Distributions
($)(3)
​​
Aggregate
Balance
at Last FYE
($)(1)(4)
​
Marc Holliday​​​​—​​​​​—​​​​$902,761​​​​$199,571​​​​$2,774,070​​
Andrew Mathias​​​​—​​​​​—​​​​$562,598​​​​$124,372​​​​$1,728,791​​
Matthew J. DiLiberto​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Andrew S. Levine​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
(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, 2022 through December 31, 2023, as calculated based on the closing stock price on the NYSE of one share of our common stock on December 31, 2022 compared to the closing stock price on the NYSE of one share of our common stock on December 31, 2023, plus the aggregate value of dividend equivalent rights paid with respect to all vested and unvested notional units held by each executive during 2023.
​
(3)
Represents the aggregate value of dividend equivalent rights paid with respect to all vested and unvested notional units held by each executive during 2023.
​
(4)
Based on a per share price of $45.17, which was the closing stock price on the NYSE of one share of our common stock on December 29, 2023.
​
Potential Payments Upon Termination or Change-in-Control

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, and the terms of our2014Outperformance Plan, our performance-based equity awards and our stock options. The following are certain key aspects of these contractual arrangements:

●

No IRC Section280G tax gross-up provisions

●

No single trigger change in control payments

●

No single trigger change in control vesting acceleration

●

Reasonable cash severance multiples (1x withoutchange in control;2x-3x with change in control)

options and Class O LTIP Units. The discussion below describes these contractual arrangements in greater detail.

Employment Agreements

We have

During 2023, we had employment agreements with alleach of our named executive officers. AllEach of the employment agreements with our named executive officers provideprovided for, among other things, severance payments and benefits and acceleration of equity awards in connection with the termination of employment in certain circumstances. In return, each of our named executive officers has agreed to non-compete, non-solicitation, non-interference and confidentiality provisions. The table below summarizes the material terms of our current employment agreements with each our named executive officers.

officers that were in effect during 2023.
TABLE OF CONTENTS
​72​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
​​​Marc Holliday​Stephen L. Green​Andrew Mathias​​Matthew J. DiLiberto​​Andrew S. Levine​
Term(1)(1)
​​1/18/16-1/22 – 1/17/1925​​1/1/15-1/1/1622 – 12/31/23​​1/1/14-12/31/1623 – 1/1/26​​1/1/15-1/22 – 1/181/251/1/16-1/1/19​
Annual Salary​$1.35M​$1.25M$750K​​$800K950K​$400K​$600K​​$550K580K​
Formulaic Annual DeferredBonus(2)
​​50-300% base salary​​50-250% base salary​​50-250% base salary​​None​
Compensation(2)Performance-Based LTIP Units​$750K​$7.5M (Target)(3)$150K​​$400K-$500K6.0M (Target)(3)​None​None​​None​
Guaranteed BonusTime-Based LTIP Units​None(3)​$4.5M (Target)(4)None​​None$3.5M (Target)(4)​None​$1.4M (Target)(4)None​​$1.3M (Target)(4)​
OPP Allocation22.67% (2014)
and24% (future)None16% (2014/future)NoneNone
Other Benefits​​$10M of life insurance​$5M of life​None​​None​​None​
insuranceinsuranceNoneNoneNone
Equity AwardsSee “—Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Employment Agreement Awards” for a summary of the terms relating to equity awards.

42SL Green Realty Corp.


Table of Contents

EXECUTIVE COMPENSATION

Marc HollidayStephen L. GreenAndrew MathiasMatthew DiLibertoAndrew S. Levine

Severance Benefits

without
Change-in-Control (“CiC”) and
(in connection with a CiC)(5)		​​
If the executive’s employment is terminated by us without Cause or by the executive for Good Reason during the term, the executive will be entitled to the following payments or benefits, subject (except if such termination is in connection with a Change-in-Control) to the effectiveness of a mutual release:       

Termination without Change-in-Controlrelease. (For all executives, a Section 280G modified cut-back will apply in connection with a termination in connection with or within 18 months after a CiC.)(6)Termination with Change-in-Control(4)​
​
●1x•
2.0x / 1.5x the sum of base salary, maximum formulaic bonus and target value of annual time-based equity award (if CiC: 3.0x / 2.5x the sum of base salary, average annual base salary, deferred compensation, if any,bonus for prior two years and bonus(5)target value of annual time-based award)
●​
•
Pro-rata bonus and pro-rata portion of target value of annual time-based award for partial year(6)
●​
•
Acceleration of all unvested time-based equity awards (other than OPP awards) and deferred compensation, if any
●Grant of certain employment agreement equity awards not previously granted(7)​
●Option•
Class O LTIP unit/option exercise period extended to second January 1st1st following termination
●12​
•
24 (36 if CiC) / 18 (30 if CiC) months of benefit continuation/continuation payments
​
​​
●2x-3x•
1x (2x if CiC) the sum of base salary and average annual base salary, deferred compensation, if any, and bonus(5) for prior two years (Levine) or prior three years (DiLiberto)
●​
•
The target value of the annual time-based equity awards to be granted in each January remaining in the term, to the extent not yet granted
​
•
Pro-rata bonus for partial year(6)
●​
•
Acceleration of all unvested time-based equity awards (other than OPP awards) and deferred compensation, if any
●Grant of employment agreement awards not previously granted(7)​
●Option•
Class O LTIP unit/option exercise period extended to second January1st 1st following termination
●​
•
12 (24 if CiC)months of benefit continuation/continuation payments
●Section280G modified cut-back(8)​
​

Death/Disability
Death / (Disability)(5)
​​
If the executive’s employment is terminated by us upon death or disability during the term, the executive will be entitled to all of the following payments or benefits, subject (inplus additional benefits in the case of disability, subject (in the case of disability) to the effectiveness of a mutual release:

DeathDisability​
​
●•
(If Disability: 1x the sum of base salary, maximum formulaic bonus and target value of annual time-based equity award)
​
•
Pro-rata bonus for partial year(6)
●Partial acceleration​
•
Acceleration of all unvested equity awards (other than OPPperformance-based awards) and deferred compensation, if any(9)
●Grant of certain employment agreement equity awards not previously granted(7)​
●•
Class O LTIP unit/option exercise period extended to second January 1st following termination
​
•
Payments/benefits to Messrs.Mr. Holliday and Green are reduced by life insurance benefit
​
•
(If Disability: 36 months of benefit continuation/​payments)
​
​​
●•
(If Disability: 1x the sum of base salary and average annual base salary, deferred compensation, if any, and bonus(5) for prior two years (Levine) or prior three years (DiLiberto))
●​
•
Pro-rata bonus for partial year(6)
●Partial acceleration​
•
Pro-rated target value of the annual time-based equity awards (upon termination prior to final annual time-based grant)
​
•
Acceleration of all unvested equity awards (other than OPPperformance-based awards) and deferred compensation, if any(9)
●Grant of certain employment agreement awards not previously granted(7)​
●•
Class O LTIP unit/ option exercise period extended to second January 1st following termination
​
•
(If Disability: 36 months of benefit continuation/payments​payments)
​
​

TABLE OF CONTENTS
Post-Change-in-Control Salary​EXECUTIVE COMPENSATION

For​

​73​
​​​Marc Holliday​​Andrew Mathias​​Matthew J. DiLiberto​​Andrew S. Levine​
Post-Change-in-Control
Compensation		​​Upon a Change-in-Control, for pro-rata payments, and while employed for periods following a Change-in-Control, in lieu of the base salary, annual bonus, deferred compensation and OPPthe equity awards described above, each executive while employed, will be entitled to receivethe following:​
​
•
Pro-rata bonus based on average annual bonus for prior two years and pro-rata portion of target value of annual time-based award for partial year prior to Change-in-Control
​
•
Annual cash salary payable in cash at a per annum rate equal to the sum of his annualprior base salary, in effectprior year cash bonus and target value of annual time-based and performance-based equity awards
​
​​
•
Pro-rata bonus for partial year prior to the Change-in-Control plus hisbased on average annual bonus for prior two years (Levine) or prior three years (DiLiberto)
​
•
Annual cash salary equal to the sum of prior base salary, prior year cash bonus (or average of three prior fiscal year cash bonuses, for DiLiberto) and, beginning in the value of his deferred compensation contributions and his equity awards (other than those granted under outperformance plans) that vested duringyear following the most recent fiscal year priorgrant of a time-based equity award, target value of annual time-based equity awards
​
​
Restrictive Covenants​​The executive agreed to the Change-in-Control.

following covenants:		​
Restrictive Covenants​Noncompetition with us for18 12 months following termination (12 months if employment is terminated upon or after the scheduled expiration of the term of employment or 6(6 months if employment is terminated in connection with or within 18 months after a Change-in-Control). Non-solicitation, non-disparagement, non-interference and litigation cooperation covenants also apply.​​Noncompetition with us for12 6 months after termination, including upon non-renewal of the agreement, provided that if termination occurs upon or following the term, entitled to receive 6 months of salary and bonus. Non-solicitation, non-disparagement, non-interference and litigation cooperation covenants also apply.​​Noncompetition with us for 6 months after termination unless employment is terminated upon non-renewal of the agreement or without Cause or for Good Reason in connection with or within 18 months after a Change-in-Control.agreement. Non-solicitation, non-disparagement, non-interference and litigation cooperation covenants also apply.
(1)The terms automatically renew for one-year (for Messrs. Green and Mathias) and six months (for Messrs. DiLiberto and Levine) unless either party provide advance written notice of non-renewal. Mr. Holliday’s employment agreement does not provide for automatic renewal of the term. In the event of a Change-in-Control within 18 months of the end of the term of Mr. Holliday’s agreement, Mr. Holliday may elect to extend the term until 18 months after the Change-in-Control.

2016 Proxy Statement 43


Table of Contents

EXECUTIVE COMPENSATION

(2)Annual deferred compensation contributions are made in the form of notional stock units at the beginning of the term and on each anniversary of such date during the term, subject to vesting based on continued employment for one year from the grant date, and are payable upon termination of employment or a Change-in-Control based on the value of such stock units at that time.​
(3)Mr. Holliday is eligible to participate in an annual formulaic cash bonus program pursuant to which he will be able to earn up to three times his base salary based on the achievement of specific goals established in advance by the Committee.
(4)Severance benefits in the event of a termination by us without Cause or by the executive for Good Reason in connection with or within 18 months after a Change-in-Control.
(5)Calculated based on the sum of the named executive officer’s (i) average annual base salary in effect during the preceding 24 months, plus (ii) average annual cash bonuses (including any portion of the annual cash bonus paid in the form of equity awards, but excluding any annual or other equity awards made other than as payment of a cash bonus) paid for the two most recently completed fiscal years, plus (iii) average annual deferred compensation contribution, if any, during the preceding 24 months, calculated based on the cash value of the annual deferred compensation contributions as of the dates of such contributions. In connection with a Change-in-Control, Messrs. Holliday and Green are entitled to three times, Mr. Mathias is entitled to two and one-half times and Messrs. DiLiberto and Levine are entitled to two times the foregoing sum. Average deferred compensation is only applicable to Messrs. Holliday, Mathias and Green.
(6)Pro-rata bonus is for the year in which employment is terminated (and a bonus for the prior year if such bonus had not yet been determined) based on average annual cash bonus calculated in the manner described in footnote (5) above.
(7)Only applicable to Messrs. Holliday and Mathias. Mr. Holliday will be entitled to receive the stock options provided for in his employment agreement, but will not be entitled to receive any other employment agreement equity awards that had not yet been granted unless his termination is in connection with or within 18 months after a Change-in-Control; provided that Mr. Holliday will not be subject to the non-competition provisions in his employment agreement if such other employment agreement equity awards are not granted. Mr. Mathias will be entitled to receive any of his employment agreement equity awards that had not yet been granted (as was Mr. Holliday pursuant to his prior employment agreement).
(8)In the event that any payment or benefit constitutes an excess “parachute payment” under Section 280G of the IRC subject to an excise tax, the executive will not be entitled to a tax gross-up payment; however, the executive’s payments and benefits would be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive.
(9)Full acceleration of vesting of any unvested equity awards granted in lieu of cash bonuses and deferred compensation and 24 months (Messrs. Holliday and Green), 18 months (Mr. Mathias) or 12 months (Messrs. DiLiberto and Levine) of additional vesting of other outstanding equity awards (other than OPP awards).​

​
(1)
The terms automatically renew for one year for Messrs. Holliday and Mathias, unless either party provides advance written notice of
non-renewal.
​
(2)
Messrs. Holliday, Mathias and DiLiberto are eligible to participate in an annual formulaic bonus program pursuant to which they will be able to earn from 50-300% (Holliday) and 50-250% (Mathias and DiLiberto) of their base salary based on the achievement of specific goals established in advance by the Committee. For Mr. DiLiberto, this formulaic component represents 60% of his total bonus opportunity, with the remaining 40% to be determined by the Committee. Mr. Levine may be awarded a bonus in an amount determined by the Committee. Bonuses may be paid in equity or cash.
​
(3)
Each of Messrs. Holliday and Mathias are entitled to receive annual awards of performance-based LTIP units with the target values set forth in the table above. See “Executive Compensation—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” for details regarding the structure of these awards for 2023. A summary of the terms applicable to these awards in connection with a termination of the executive’s employment is set forth below.
​
(4)
Each executive is eligible to receive an annual grant of LTIP units subject to time-based vesting conditions. See “Executive Compensation—Compensation Discussion and Analysis—Our 2023 Executive Compensation Program” for details regarding the structure of these awards for 2023. A summary of the terms applicable to these awards in connection with a termination of the executive’s employment is set forth below.
​
(5)
Performance-based equity awards will be treated in accordance with their terms. See table below for relevant terms to be included in performance-based LTIP units granted pursuant to the employment agreements.
​
(6)
In the event that any payment or benefit constitutes an excess “parachute payment” under Section 280G of the IRC subject to an excise tax, the executive will not be entitled to a tax gross-up payment; however, the executive’s payments and benefits would be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive.
​
The terms Cause, Good Reason and Change-in-Control, as used above, are specifically defined in each executive’s employment agreement. For Messrs. Holliday and Mathias, the term Cause is defined to include a non-renewal of the term of the employment agreement, provided that the cash severance multiple in such instance would be 1.0x instead of 2.0x for Mr. Holliday and 1.5x for Mr. Mathias. The summary above is qualified in its entirety by reference to the copies of the employment agreements and the deferred compensation agreements with our named executive officers, which have been previously filed by us with the SEC, as referenced in our Form 10-K for the year ended December 31, 2015, and are incorporated herein by reference.

Outperformance Plan

TABLE OF CONTENTS
​74​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Performance-Based Equity Awards

The impacttable below summarizes the treatment of our annual performance-based equity awards, including those granted in 2022 and 2023 that were outstanding at December 31, 2023 (the “Annual Performance-Based Awards”), in connection with a change-in-control orand various hypothetical termination of employment ofscenarios for our named executive officers onofficers.
Annual Performance-Based Awards​
​​​Change-in-Control (“CiC”)​​Change-in-Control & Termination
Without Cause or For Good
Reason(1)		​​Death/Disability & Termination
Without Cause or For Good
Reason(1)		​
Holliday /​
Mathias
Awards		​​
•
If one-year performance period ends early, Operational Component deemed achieved at target, subject to Absolute TSR modifier
​
•
Relative Component determined as of date of CiC
​
•
Earned awards remain subject to time-based vesting
​
​​
•
If one-year performance period ends early, Operational Component deemed achieved at maximum (200%), subject to Absolute TSR modifier
​
•
Relative Component determined as of date of CiC
​
•
Earned awards vest in full
​
​​
•
Performance calculated as of end of performance period
​
•
Earned awards fully vested
​
​
DiLiberto /​
Levine Awards		​​
•
If one-year performance period ends early, Operational Component deemed achieved at target, subject to Absolute TSR modifier
​
•
Relative Component determined as of date of CiC
​
•
Earned awards remain subject to time-based vesting
​
​​
•
If one-year performance period ends early, Operational Component deemed achieved at target, subject to Absolute TSR modifier
​
•
Relative Component determined as of date of CiC
​
•
Earned awards vest in full
​
​​
•
Performance calculated as of end of performance period
​
•
Earned awards fully vest, subject to proration such that no units vest if termination occurs during the first year, one-third vest if the termination occurs during the second year and two-thirds will vest if the termination occurs during the third year
​
​
​
(1)
Accelerated vesting under the awards granted under our 2014 Outperformance Plan are described above under “—Compensation Discussion and Analysis—Our Executive Compensation Programs—Long-Term Equity Incentive Awards—Outperformance Plans—2014 Outperformance Plan.”

Annual Performance-Based Equity Awards

Upon a change-in-control, the performance-based vesting criteria for the performance-based LTIP unit awards that we granted to our named executive officers pursuant to their employment agreements or that we granted in 2014 in recognition of our strong stock price performance during the three-year performance period under our 2011 Outperformance Plan will be determined based on performance through the date of the change-in-control (except for the portion of the performance-based LTIP unit awards that were to be granted as time-based LTIP unit awards to Messrs. Holliday and Mathias prior is generally subject to the amendments to their then current employment agreements in 2014, for which the performance-based vesting criteria will be deemed to have been met in the eventeffectiveness of a change-in-control). Regardless of the satisfaction of the performance-based vesting criteria, these awards will remain subject to vesting based on continued employment through the originally established vesting dates. In the event ofmutual release, except upon a termination by us without Causeas a result of death or by an executive for Good Reason (as defined in each executive’s employment agreement) in connection with or within 18 months after a change-in-control, allchange in control.

​
Terms of Non-Renewal and Advisory Agreement
In October 2023, as previously disclosed, we provided a notice of non-renewal pursuant to the terms of the employment agreement we had with our former President, Mr. Mathias. Pursuant to the terms of the employment agreement and his outstanding equity award agreements, Mr. Mathias became entitled in January 2024 to the payments and benefits due as a result of such non-renewal that are summarized above, subject to a customary release of claims. In the aggregate, Mr. Mathias became entitled to (i) receive a cash payment of $12,081,610, (ii) the acceleration of 172,847 unvested time-based LTIP units having a value of $7,807,499 based on our closing stock price on the NYSE on December 31, 2023, (iii) the settlement of 38,273 deferred compensation units having a value of $1,773,800 based on the ten-day trailing average closing price of our common stock on the NYSE on December 31, 2023 and (iv) a medical and welfare benefit continuation amount of $94,198. In addition, Mr. Mathias did not forfeit his outstanding performance-based LTIP units, which may be earned and may become vested in the ordinary course based on our performance through the applicable performance periods. In connection with the end of this employment term, Mr. Mathias remains subject to the restrictive covenants set forth above.
To assist with an orderly transition of his responsibilities, we also entered into a consulting arrangement with Mr. Mathias, pursuant to which he will vest. Otherwise,receive a fee of $8,333 per month in exchange for the vestingprovision of these performance-based LTIP units uponcertain services at our request from January 1, 2024 through December 31, 2024, subject to successive one-year renewal periods. In addition, in connection with the consulting arrangement and his continuing service as a termination of employmentdirector, Mr. Mathias will be treated in the same mannerentitled to certain perquisites and benefits consistent with those he received while serving as other equity awards under our executive’s employment agreements.

Stock Options

Under the general terms of the2005Plan, the vesting of stock options granted thereunder, including those granted to our named executive officers, will fully accelerate in the event of a terminationan officer of the recipient’s employment upon death or disability. Vested stock options generally may be exercised untilCompany. This summary is qualified in its entirety by reference to the earlier of (i) their stated expiration date or (ii) subject to extensioncopy of the exercise period pursuant to our named executive officers’ employment agreements, a specified period of time after termination of employment (i.e., upon termination innon-renewal and advisory agreement, which has been previously filed by us with the event of termination for cause, one year after termination in the event of termination due to death or disabilitySEC, and three months after termination in all other cases).

44SL Green Realty Corp.

is incorporated herein by reference.

Table of ContentsTABLE OF CONTENTS

EXECUTIVE COMPENSATION

​EXECUTIVE COMPENSATION​​75​
Hypothetical Illustration of Payments upon Termination or Change-in-Control

Change in Control

The following tables show the potential payments and estimated value of the benefits that our named executive officers, other than our former President, 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, 2015 based on the employment agreements and other contractual arrangements in effect as of that date.2023. 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) or a change-in-control without termination.. The types of events constituting cause, good reason, disability and a change-in-controlchange 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.

Marc Holliday
Payment/Benefit  Termination without
Cause or for Good Reason		  Termination
w/Change-in-Control		  Disability  Death(1)
Pro-Rata Bonus$8,615,000$8,615,000$8,615,000$8,615,000
Cash Severance$10,240,000$30,720,000$10,240,000—
Stock Option Vesting(2)$2,422,048$2,422,048$2,422,048$2,422,048
LTIP Unit/Stock Unit Vesting(3)$11,595,778$11,595,778$11,595,778$11,595,778
2014 OPP(4)————
Benefits Continuation(5)$31,965$63,930$95,895—
 
Stephen L. Green
Payment/BenefitTermination without
Cause or for Good Reason		Termination
w/Change-in-Control		DisabilityDeath(1)
Pro-Rata Bonus$4,750,000$4,750,000$4,750,000$4,750,000
Cash Severance$5,650,000$16,950,000$5,650,000—
Stock Option Vesting(2)————
LTIP Unit/Stock Unit Vesting(3)$497,338$497,338$497,338$497,338
2014 OPP(4)————
Benefits Continuation(5)$31,302$62,604$93,906—
 
Andrew Mathias
Payment/BenefitTermination without
Cause or for Good Reason		Termination
w/Change-in-Control		DisabilityDeath(1)
Pro-Rata Bonus$6,225,000$6,225,000$6,225,000$6,225,000
Cash Severance$7,450,000$18,625,000$7,450,000—
Stock Option Vesting(2)$933,848$933,848$933,848$933,848
LTIP Unit/Stock Unit Vesting(3)$7,482,364$7,482,364$7,482,364$7,482,364
2014 OPP(4)————
Benefits Continuation(5)$31,96563,93095,895—
 
Matthew DiLiberto
Payment/BenefitTermination without
Cause or for Good Reason		Termination
w/Change-in-Control		DisabilityDeath(1)
Pro-Rata Bonus$1,337,500$1,337,500$1,337,500$1,337,500
Cash Severance$1,707,500$3,415,000$1,707,500—
Stock Option Vesting(2)$456,600$456,600$228,300$228,300
LTIP Unit/Stock Unit Vesting(3)$2,405,796$2,405,796$750,865$750,865
2014 OPP(4)————
Benefits Continuation(5)$31,173$63,346$93,519—
 
Andrew S. Levine
Payment/BenefitTermination without
Cause or for Good Reason		Termination
w/Change-in-Control		DisabilityDeath(1)
Pro-Rata Bonus$1,137,500$1,137,500$1,137,500 $1,137,500
Cash Severance$1,632,500 $3,265,000 $1,632,500—
Stock Option Vesting(2) $380,530$380,530$190,265$190,265
LTIP Unit/Stock Unit Vesting(3)$1,790,846$1,790,846$1,686,227$1,686,227
2014 OPP(4)————
Benefits Continuation(5)$31,965$63,930$95,895—

2016Proxy Statement 45

The potential payments and estimated values set forth below are based on the terms of the employment agreements in effect as of December 31, 2023.
Marc Holliday
Payment/Benefit​​Termination
without Cause or
for Good Reason		​​Termination
w/ Change in
Control		​​Disability​​
Death(1)
​
Pro-Rata Bonus​​​$7,232,344​​​​$7,232,344​​​​$7,232,344​​​​$7,232,344​​
Cash Severance​​​$19,000,000​​​​$28,500,000​​​​$9,500,000​​​​​—​​
Stock Option / Class O LTIP Unit Vesting(2)​​​​—​​​​​—​​​​​—​​​​​—​​
LTIP Unit / Stock Unit Vesting(3)​​​$16,768,007​​​​$33,110,597​​​​$16,768,007​​​​$16,768,007​​
Benefits Continuation(4)​​​$133,024​​​​$199,535​​​​$199,535​​​​​—​​
Matthew J. DiLiberto
Payment/Benefit​​Termination
without Cause or
for Good Reason		​​Termination
w/ Change in
Control		​​Disability​​Death​
Pro-Rata Bonus​​​$1,670,000​​​​$1,670,000​​​​$1,670,000​​​​$1,670,000​​
Cash Severance​​​$5,070,000​​​​$7,340,000​​​​$3,670,000​​​​​1,400,000​​
Stock Option / Class O LTIP Unit Vesting(2)​​​​—​​​​​—​​​​​—​​​​​—​​
LTIP Unit / Stock Unit Vesting(3)​​​$2,536,747​​​​$4,385,633​​​​$2,536,747​​​​$2,536,747​​
Benefits Continuation(4)​​​$47,227​​​​$94,454​​​​$141,681​​​​​—​​
Andrew S. Levine
Payment/Benefit​​Termination
without Cause or
for Good Reason		​​Termination
w/ Change in
Control		​​Disability​​Death​
Pro-Rata Bonus​​​$1,062,500​​​​$1,062,500​​​​$1,062,500​​​​$1,062,500​​
Cash Severance​​​$2,942,500​​​​$4,585,000​​​​$2,942,500​​​​$1,300,000​​
Stock Option / Class O LTIP Unit Vesting(2)​​​​—​​​​​—​​​​​—​​​​​—​​
LTIP Unit / Stock Unit Vesting(3)​​​$2,903,979​​​​$4,542,689​​​​$2,903,973​​​​$2,903,973​​
Benefits Continuation(4)​​​$47,474​​​​$94,948​​​​$142,421​​​​​—​​
​
(1)
As we maintained life insurance policies for the benefit of the beneficiaries of Mr. Holliday in the amount of $10 million, as of December 31, 2023, the amount of the payments and benefits to be received by Mr. Holliday in the event of a termination upon death will be reduced by these amounts in accordance with his employment agreement.
​
(2)
Represents the value of the stock options or Class O LTIP units, if any, that would vest. Assumes that the per share value of the stock options or Class O LTIP units that vest equals (i) $45.17 per share, which was the closing price on the NYSE of one share of our common stock on December 29, 2023, less (ii) the exercise price per share of such stock options or the conversion threshold of such Class O LTIP units.
​
(3)
Represents the value of the LTIP units, if any, that would vest based on a price of $45.17 per unit, which was the closing price on the NYSE of one share of our common stock on December 29, 2023. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock. Does not include performance-based LTIP units that would only vest to the extent earned
​

Table of ContentsTABLE OF CONTENTS

EXECUTIVE COMPENSATION

(1)​As we maintained life insurance policies for the benefit of the beneficiaries of Messrs. Holliday and Green in the amount of $10 million and $5 million, respectively, as of December 31, 2015, the amount of the payments and benefits to be received by Messrs. Holliday and Green in the event of a termination upon death will be reduced by these amounts in accordance with their employment agreements.
(2)76Represents the value of the stock options that would vest. Assumes that the per share value of the stock options that vest equals (i) $112.98 per share, which was the closing price on the NYSE of one share of our common stock on December 31, 2015, less (ii) the exercise price per share of such stock options.
(3)​Represents the value of the LTIP units and notional stock units, if any, that would vest (other than pursuant to our 2014 Outperformance Plan) based on a price of $112.98 per unit, which was the closing price on the NYSE of one share of our common stock on December 31, 2015. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock.
(4)​Represents the value of the LTIP units that would vest and the distributions that would be payable pursuant to awards granted under our 2014 Outperformance Plan based on a price of $112.98 per unit, which was the closing price on the NYSE of one share of our common stock on December 31, 2015. Assumes that the value of LTIP units on a per unit basis is equal to the per share value of our common stock. Based on our TRS performance from the beginning of the performance period through December 31, 2015, all outstanding awards under our 2014 Outperformance Plan would have been forfeited in the event of a change-in-control or termination due to death or disability as of December 31, 2015. No amounts are included in the event of a termination without cause or for good reason, because the executive only would have been entitled to vesting to the extent that the awards were earned based on the achievement of the performance-based vesting criteria within 12 months after December 31, 2015.
(5)SL GREEN REALTY CORP. 2024 PROXY STATEMENTBenefits continuation amounts are based on the actual expense for financial reporting purposes for the year ended December 31, 2015 for covering an employee under each our group health plans for the entire year, assuming that the employee elected family coverage under each of these plans, less the minimum contribution required by employees participating in these plans.​

based on the achievement of performance-based vesting criteria through the end of the performance period. Based on our performance as of December 31, 2022, our named executive officers would have (i) earned a portion of the performance-based LTIP units granted in 2022 and 2023 subject to operational performance hurdles and (ii) earned a portion of the performance-based LTIP units granted in 2022 and 2023 subject to relative TSR performance. See “—Compensation Discussion and Analysis—Other Compensation Policies and Information—Outstanding Annual Equity Award Performance Summary (2021-2023).”
(4)
Benefits continuation amounts are based on the actual expense for financial reporting purposes for the year ended December 31, 2023 for covering an employee under each of our group health plans during the applicable severance period.
​
In the event a change in control had occurred on December 31, 2023 without the termination of the employment of our named executive officers, Messrs. Holliday, DiLiberto and Levine would have been entitled to the pro-rata bonus payments set forth in the table above. In addition, TSR performance would have been measured pursuant to the Annual Performance-Based Awards, which would have resulted in (i) a portion of the awards granted in 2022 subject to relative TSR performance being earned and (ii) all of the awards granted in 2023 subject to both the absolute TSR modifier and relative TSR performance being earned, which earned awards would have remained subject to vesting based on continued employment, as described above. The aggregate number of LTIP units earned in such event is as follows: Mr. Holliday—333,307; Mr. DiLiberto—24,689; and Mr. Levine—24,689. Upon earning these additional LTIP units, each of our named executive officers would have been entitled to cash payments and distributions with respect to the following number of such LTIP units equal to (i) $6.9184 per unit granted in 2022: Mr. Holliday—57,169; Mr. DiLiberto—4,235; and Mr. Levine—4,235 and (ii) $3.2288 per unit granted in 2023: Mr. Holliday—276,138;Mr. DiLiberto—20,454; and Mr. Levine—20,454. In each case, these amounts equal the amounts that would have been received if such LTIP units had been entitled to receive full distributions from the beginning of the applicable performance period.
The amounts described above do not include payments and benefits to the extent they have been earned prior to the termination of employment or change-in-controlchange in control or are provided on a non-discriminatory basis to salaried employees upon termination of employment. These include: accrued salary and vacation pay; earned and accrued, but unpaid, bonuses; distribution of plan balances under our 401(k) plan; life insurance proceeds in the event of death; and disability insurance payouts in the event of disability. All of the cash severance payments described below are to be made as lump sum payments at the time of termination; provided that, to the extent necessary to avoid the imposition of an additional tax under Section 409A of the IRC, the payments are to be delayed until six months after termination, during which time the payments will accrue interest at the rate of 5% per annum. As a result of provisions in the named executive officers’ employment agreements, in the event that any payment or benefit to be paid or provided to an executive set forth above would have been subject to the excise tax under Sections 280G of the IRC, the payments and benefits to such executive would have been reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax benefit to the executive. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might be applicable.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is comprised of John H. Alschuler,

Lauren B. Dillard (Chair), Carol N. Brown, Edwin ThomasT. Burton, III and John S. Levy.Levy, a former director, each served on the Compensation Committee during 2023. There are no Compensation Committee interlocks and none of our employees is a member of our Compensation Committee.

46SL Green

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 2023, the annual total compensation of Mr. Holliday, our PEO, of $18,508,171 as shown in the Summary Compensation Table above, was approximately 313 times the annual total compensation of $59,083 of a median employee calculated in the same manner. We identified the median employee using the annual base salary and target annual cash incentive compensation, as of December 31, 2023, plus any long-term equity incentive awards granted in 2023 for all individuals (excluding our PEO) who were employed by us on December 31, 2023, the last day of our payroll year, whether employed on a full-time or part-time basis.
As of December 31, 2023, 880 of our 1,188 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 $163,151 and the annual total compensation of our PEO would be approximately 113 times such amount.
TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​77​
Pay Versus Performance
The information below presents the relationship between the compensation of our named executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K. For a discussion of our compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.
Pay Versus Performance Table
​​​Summary
Compensation
Table Total
for PEO
($)		​​
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 $100
Investment Based On:		​​Net (Loss)
Income, in
thousands
($)		​​
Normalized
FFO per
Share
($)(5)
​
Year​​
Total
Stockholder
Return
($)(3)
​​
Peer Group
Total
Stockholder
Return
($)(4)
​
2023​​​​18,508,171​​​​​30,796,068​​​​​6,439,504(6)​​​​​10,630,597(6)​​​​​66​​​​​71​​​​​(599,337)​​​​​5.48​​
2022​​​​16,660,855​​​​​(11,758,654)​​​​​7,006,710(6)​​​​​(2,389,306)(6)​​​​​44​​​​​68​​​​​(76,303)​​​​​6.76​​
2021​​​​21,088,057​​​​​32,642,206​​​​​7,711,773(6)​​​​​11,565,039(6)​​​​​90​​​​​103​​​​​480,632​​​​​6.58​​
2020​​​​15,194,726​​​​​9,617,334​​​​​6,741,540(6)​​​​​4,723,677(6)​​​​​71​​​​​78​​​​​414,758​​​​​6.85​​
​
(1)
Represents amounts of “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual amount of compensation earned by or paid to Mr. Holliday during each year. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for each year to calculate the amounts set forth in “Compensation Actually Paid to PEO” column in the table above.
​
Year​​Summary
Compensation
Table Total
for PEO
($)		​​
Less Summary
Compensation
Table Value of
Equity Awards
($)(a)
​​
Fair Value of
Equity Award
Adjustments
($)(b)
​​Compensation
Actually Paid
to PEO
($)		​
2023​​​​18,508,171​​​​​(15,767,540)​​​​​28,055,437​​​​​30,796,068​​
2022​​​​16,660,855​​​​​(14,284,701)​​​​​(14,134,808)​​​​​(11,758,654)​​
2021​​​​21,088,057​​​​​(18,099,677)​​​​​29,653,826​​​​​32,642,206​​
2020​​​​15,194,726​​​​​(12,643,310)​​​​​7,065,918​​​​​9,617,334​​
​
(a)
Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.
​
(b)
The equity award adjustments for each fiscal year include the following: (i) the addition of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on such awards in the applicable year prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year​​Year End Fair
Value of Equity
Awards Granted
in the Year
and Unvested
($)		​​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)
​
2023​​​​18,575,794​​​​​4,556,883​​​​​1,292,938​​​​​2,027,376​​​​​—​​​​​1,602,445​​​​​28,055,437​​
2022​​​​4,807,388​​​​​(14,493,069)​​​​​683,334​​​​​(2,002,870)​​​​​(4,842,970)​​​​​1,713,380​​​​​(14,134,808)​​
2021​​​​25,933,302​​​​​2,631,512​​​​​1,318,015​​​​​(1,636,532)​​​​​—​​​​​1,407,529​​​​​29,653,826​​
2020​​​​8,918,153​​​​​(3,385,784)​​​​​982,595​​​​​—​​​​​—​​​​​550,954​​​​​7,065,918​​
TABLE OF CONTENTS
​78​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
(i)
The fair values of time-based equity awards are based on the closing price of our shares of common stock as reported on the NYSE on the relevant valuation date. Performance-based restricted share units were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718.
​
(2)
Represents amounts of average “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual average amount of compensation earned by or paid to our named executive officers other than Mr. Holliday as a group. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for the named executive officers as a group (excluding Mr. Holliday) each year to calculate the amounts set forth in “Compensation Actually Paid to non-PEO NEOs” column in the table above, using the same methodology as set forth in footnote 1(b), above.
​
Year​​Average Reported
Summary
Compensation Table
Total for Non-PEO
NEOs
($)		​​
Less Average
Summary
Compensation
Table Value of
Equity Awards
($)(a)
​​
Average
Fair Value of
Equity Award
Adjustments
($)(b)
​​Average
Compensation
Actually Paid to
Non-PEO
NEOs
($)		​
2023​​​​6,439,504​​​​​(5,716,304)​​​​​9,907,397​​​​​10,630,597​​
2022​​​​7,006,710​​​​​(6,036,720)​​​​​(3,359,296)​​​​​(2,389,306)​​
2021​​​​7,711,773​​​​​(6,677,199)​​​​​10,530,465​​​​​11,565,039​​
2020​​​​6,741,540​​​​​(4,872,895)​​​​​2,855,032​​​​​4,723,677​​
​
(a)
Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.
​
(b)
The equity award adjustments for each fiscal year reflect the same methodology set forth in footnote 1, above. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year(i)
​​Average
Year End
Fair Value of
Equity Awards
Granted in
the Year and
Unvested
($)		​​Year over
Year Average
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards ($)		​​Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Year
($)		​​Year over
Year Average
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year
($)		​​Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)		​​Average
Value of
Dividends
or other
Earnings
Paid on
Awards
($)		​​Total Equity
Award
Adjustments
($)		​
2023​​​​6,660,330​​​​​1,494,511​​​​​538,835​​​​​635,195​​​​​—​​​​​578,527​​​​​9,907,397​​
2022​​​​1,882,454​​​​​(4,551,556)​​​​​905,033​​​​​(638,835)​​​​​(1,544,649)​​​​​588,257​​​​​(3,359,296)​​
2021​​​​8,850,588​​​​​884,588​​​​​853,696​​​​​(543,494)​​​​​—​​​​​485,088​​​​​10,530,465​​
2020​​​​2,947,962​​​​​(1,311,858)​​​​​1,018,117​​​​​—​​​​​—​​​​​200,812​​​​​2,855,032​​
​
(i)
The fair values of time-based equity awards are based on the closing price of our shares of common stock as reported on the NYSE on the relevant valuation date. Performance-based restricted share units were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718.
​
(3)
TSR is calculated assuming a $100 investment in the Company and the peer group on December 31, 2019, and assuming the reinvestment of any dividends during the applicable measurement period, calculated through the end of the year shown based on share prices.
​
(4)
Represents the TSR for the benchmarking peer group described in “Compensation Discussion and Analysis,” which includes the following peer companies: Alexandria Real Estate Equities, Inc., Boston Properties, Inc., Douglas Emmett, Inc., Empire State Realty Corp.

Trust, Inc., Hudson Pacific Properties, Inc., Kennedy-Wilson Holdings, Inc., Kilroy Realty Corporation, Ladder Capital Corp, Paramount Group, Inc. and Vornado Realty Trust.
​
(5)
Normalized FFO per share represents reported FFO per share as adjusted for non-cash fair value adjustments, gains or losses on the early extinguishment of debt and other adjustments for comparability between periods.
​
(6)
Non-PEO named executive officers for 2023, 2022, 2021 and 2020 includes Messrs. Mathias, DiLiberto and Levine.
​

TABLE OF CONTENTS
​EXECUTIVE COMPENSATION​​79​
Relationship Between Compensation Actually Paid and Financial Performance
The following graphs illustrate the relationship across our last three completed fiscal years between the amounts disclosed in the Pay Versus Performance Table, above, as “Compensation Actually Paid” to our PEO and the “Average Compensation Actually Paid” to our non-PEO named executive officers and TSR, Peer Group TSR, Net Income and Normalized FFO per share.
COMPENSATION ACTUALLY PAID VS. TSR
[MISSING IMAGE: bc_tsr-pn.jpg]
COMPENSATION ACTUALLY PAID VS. NET (LOSS) INCOME
[MISSING IMAGE: bc_netincome-pn.jpg]
TABLE OF CONTENTS
​80​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
COMPENSATION ACTUALLY PAID VS. NORMALIZED FFO PER SHARE
[MISSING IMAGE: bc_normalized-pn.jpg]
Tabular List of Contents

EXECUTIVE COMPENSATION

Equity Compensation Plan Table

Performance Measures

The following table summarizes information, as of December31,2015, relatinglists the performance measures that we consider to be the most important performance measures we use to link compensation actually paid to its named executive officers for the most recently completed fiscal year to our equity compensation plans pursuant to which shares of our common stock or other equity securities may be granted from time to time.

   Number of securities
to be issued
upon exercise
of outstanding
options, warrants
and rights		   Weighted
average
exercise
price of
outstanding
options,
warrants and
rights		   Number of securities
remaining available
for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
Plan category (a)(b)(c)
Equity compensation plans approved by security holders(1)4,236,030(2)$89.85(3) 535,534(4)
Equity compensation plans not approved by security holders— ——
     Total4,236,030$89.85535,534
performance.
Performance Measure
•
Normalized FFO per Share
​
•
Relative TSR
​
•
Annual Same Store Cash NOI Growth
​
•
Normalized Funds Available for Distribution
​
•
Combined Net Debt Reduction
​
•
Manhattan Same Store Office Leased Occupancy
​
•
Manhattan Office Leasing Volume
​
TABLE OF CONTENTS​​
(1)​

Includes our Third Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended and 2008 Employee Stock Purchase Plan.

(2)​

Includes (i) 1,595,007 shares of common stock issuable upon the exercise of outstanding options (589,055 of which are vested and exercisable), (ii) 78,255 restricted stock units and 80,768 phantom stock units that may be settled in shares of common stock (80,768 of which are vested) and (iii) 2,482,000 LTIP units that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of our common stock (1,340,125 of which are vested and 426,671 of which were issued pursuant to our 2014 Outperformance Plan and remain subject to performance-based vesting).

(3)​

Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the weighted-average exercise price calculation.

(4)​

Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors’ Deferral Program and LTIP units, including, among others, outstanding LTIP units issued under our 2014 Outperformance Plan, which remain subject to performance-based vesting. The number of securities remaining available consists of 412,727 shares remaining available for issuance under our 2008 Employee Stock Purchase Plan and 122,807 shares remaining available for issuance under our Third Amended and Restated 2005 Stock Option and Incentive Plan. Under our Third Amended and Restated 2005 Stock Option and Incentive Plan, "full-value" awards are multiplied by a 2.76 conversion ratio to calculate the number of fungible units that are used for each full-value award, as opposed to 0.77 for stock options, stock appreciation rights and other awards that do not deliver the full-value of the underlying shares and expire five years from the date of grant and 1.0 for all other awards.

81
   		​

2016Proxy Statement47


Table of Contents

AUDIT COMMITTEE MATTERS

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

TheChange in Independent Registered Public Accounting Firm

As disclosed in our current report on Form 8-K filed with the SEC on November 29, 2023, management and our Audit Committee undertook and completed a process to review the appointment of the Board has appointed the accounting firm of Ernst & Young LLP to serve as ourCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Stockholder ratification of the appointment of2024. The Audit Committee invited several firms to participate in this process, including Ernst & Young LLP is not required by law, the NYSE or(“EY”), the Company’s organizational documents. However, asindependent registered accounting firm since 1997. As a matterresult of good corporate governance, the Board has elected to submit the appointment of Ernst & Young LLP to the stockholders for ratification at the 2016 annual meeting. Even if the appointment is ratified,this process and following careful deliberation, on November 27, 2023, the Audit Committee in its discretion, may select a different independent registered public accounting firm at any time ifapproved the Audit Committee believes that such a change would be inengagement of Deloitte & Touche LLP (“Deloitte”) as the best interests of the Company and its stockholders. If our stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm. Ernst & Young LLP has served as our independent registered public accounting firm since our formation in June 1997 and is considered by our management to be well-qualified. Ernst & Young LLP has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of our subsidiaries in any capacity.

A representative of Ernst & Young LLP will be present at the annual meeting, will be given the opportunity to make a statement at the annual meeting if he or she so desires and will be available to respond to appropriate questions.

A majority of all of the votes cast with respect to this proposal is required for the ratification of the appointment of Ernst & Young LLP as ourCompany’s independent registered public accounting firm for the year ending December 31, 2024, commencing January 1, 2024, and dismissed EY from that role following the completion of EY’s audits of the financial statements for each of the Company and SL Green Operating Partnership, L.P. (“SLGOP”) for the fiscal year ending December 31, 2016. Abstentions do2023.

The audits conducted by EY of the financial statements of the Company and SLGOP as of and for the years ended December 31, 2023 and 2022 did not constitutecontain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2023 and 2022, there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, among the Company, SLGOP and EY, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference in connection with its report to the subject matter of the disagreement.
In connection with the filing of this proxy statement, the Company furnished a vote “for” or “against”copy of the above disclosures to EY and willDeloitte, and has not be counted as “votes cast”. Therefore, abstentions will have no effect on this proposal.

The Board unanimously recommends a vote“FOR” the ratification of the appointment of
Ernst & Young LLP as our independent registered public accounting firm.

received a statement from either accounting firm indicating that such firm does not agree with the above statements.

Audit Committee Report

AUDIT COMMITTEE REPORT
The following report of the Audit Committee of the Board will not be deemed to be incorporated by reference in any previous or future documents filed by us with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this report by reference in any such document.

Our Audit Committee oversees our financial reporting process on behalf of the Board, in accordance with our Audit Committee Charter. Management has the primary responsibility for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 20152023 filed by the Company with management.

Our Audit Committee reviewed and discussed with Ernst & Young LLP, our former independent registered public accounting firm, the matters required to be discussed with the Audit Committee under Auditing Standard No.16, “Communications with Audit Committees,” as adopted by the applicable requirements of the Public Company Accounting Oversight Board.Board and the SEC. Our Audit Committee received from Ernst & Young LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP their independence.

Based on the review and discussions referred to above, our Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20152023 filed by the Company.

48SL Green Realty Corp.


Table of Contents

AUDIT COMMITTEE MATTERS

The members of our Audit Committee are not engaged professionally in the practice of auditing or accounting. Committee members rely, without independent investigation or verification, on the information provided to them and on the representations made by management and our independent registered public accounting firm. Accordingly, our Audit

TABLE OF CONTENTS
​82​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board, that the financial statements are presented in accordance with accounting principles generally accepted in the U.S. or that our registered public accounting firm is in fact “independent.”

independent. The audit committee also appointed Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and is seeking ratification of such appointment by the stockholders.

Submitted by our Audit Committee
Edwin Thomas Burton, III (Chairman)
Betsy Atkins
Craig M. Hatkoff
John S. Levy

Fee Disclosure

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

Audit Fees

Fees, including out-of-pocket expenses, for audit services totaled approximately $4,031,963 in fiscal year 2015 and $3,441,222 in fiscal year 2014. Audit fees include fees associated with our annual audits and related reviews of our annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, audit fees include Sarbanes-Oxley Section 404 planning and testing, fees for public filings in connection with various property acquisitions, joint venture audits, and services relating to public filings in connection with our preferred and common stock and debt offerings and certain other transactions. Our joint venture partners paid their pro rata share of any joint venture audit fees. Audit fees also include fees for accounting research and consultations.

Audit-Related Fees

Fees for audit-related services totaled approximately $54,255 in 2015 and $77,500 in 2014. The audit-related services principally include fees for operating expense audits and agreed-upon procedures projects.

Tax Fees

No fees were incurred for tax services, including tax compliance, tax advice and tax planning in either2015or2014.

All Other Fees

There were no fees for other services not included above in either2015or2014.

Our Audit Committee considers whether the provision by Ernst & Young LLP of any services that would be required to be described under “All Other Fees” would be compatible with maintaining Ernst & Young LLP’s independence from both management and the Company.

TABLE OF CONTENTS​
Pre-Approval Policies​AUDIT COMMITTEE MATTERS​​83​
​
PROPOSAL 3​
​​​​​
​​​​
​
RATIFICATION OF APPOINTMENT 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. Stockholder ratification of the appointment of Deloitte & Touche LLP is not required by law, the NYSE or the Company’s organizational documents. However, as a matter of good corporate governance, the Board has elected to submit the appointment of Deloitte & Touche LLP to the stockholders for ratification at the 2024 Annual Meeting. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Company and Proceduresits stockholders. If our stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm. Deloitte & Touche LLP has served as our independent registered public accounting firm commencing with our fiscal year beginning January 1, 2024 and is considered by our management to be well-qualified. See “Audit Committee Matters—Change in Independent Registered Public Accounting Firm” above. Deloitte & Touche LLP has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of our Audit Committeesubsidiaries in any capacity.​
​A representative of Deloitte & Touche LLP will attend the Annual Meeting, will be given the opportunity to make a statement at the Annual Meeting if he or she so desires and will be available to respond to appropriate questions. A representative of Ernst & Young is not expected to attend the Annual Meeting.​
​A majority of all of the votes cast with respect to this proposal is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions do not constitute a vote “for” or “against” and will not be counted as “votes cast”. Therefore, abstentions will have no effect on this proposal.​

​​
The Board unanimously recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​

TABLE OF CONTENTS​​
​84​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
PRE-APPROVAL POLICIES AND PROCEDURES OF
OUR AUDIT COMMITTEE
Our Audit Committee must pre-approve all audit services and permissible non-audit services provided by our independent registered public accounting firm, except for any de minimis non-audit services. Non-audit services are considered de minimis if: (1) the aggregate amount of all such non-audit services constitutes less than five percent of the total amount of revenues we paid to our independent registered public accounting firm during the fiscal year in which they are provided; (2) we did not recognize such services at the time of the engagement to be non-audit services; and (3) such services are promptly brought to our Audit Committee’s or any of its members’ attention and approved by our Audit Committee or any of its members who has authority to give such approval prior to the completion of the audit. None of the fees reflected abovebelow were incurred as a result of non-audit services provided by our independent registered public accounting firm pursuant to this de minimis exception. All services provided by Ernst & Young LLP, our former independent registered public accounting firm, in 20152023 were pre-approved by our Audit Committee. Our Audit Committee may delegate to one or more of its members who is an independent director the authority to grant pre-approvals.

2016Proxy Statement49

FEE DISCLOSURE

Table of Contents

APPROVAL OF OUR FOURTH AMENDED AND
RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

​​​2023
($)		​​2022
($)		​
Audit Fees​​​​3,576,000​​​​​3,547,000​​
Audit-Related Fees​​​​221,000​​​​​87,000​​
Tax Fees​​​​—​​​​​—​​
All Other Fees​​​​—​​​​​—​​
TOTAL​​​​3,797,000​​​​​3,634,000​​
Proposal 4: Approval of Our Fourth Amended and Restated 2005 Stock Option and Incentive Plan

On April 20, 2016, the Board voted to amendAudit Fees

Fees, including out-of-pocket expenses, for audit services totaled approximately $3,576,000 in fiscal year 2023 and restate our Third Amended and Restated 2005 Stock Option and Incentive Plan (the “Third Amended 2005 Plan”) to increase the number of Fungible Units available for issuance thereunder and make certain other amendments. At$3,547,000 in fiscal year 2022. Audit fees include fees associated with our annual meeting, the stockholders are being asked to vote on a proposal to approve the adoptionaudits and related reviews of our Fourth Amendedannual reports on Form 10-K and Restated 2005 Stock Option and Incentive Plan (the “Fourth Amended 2005 Plan”).

Why You Should Vote for the Amendment and Restatement of Our Equity Plan
Reasonable Plan Cost
●Permits continued alignment of interests through use of equity compensation
●Reasonable number of additional shares requested –9,900,000fungible units =2,647,059full-value awards
●Awards would not have a substantially dilutive effect (issuance of all full-value awards = less than3% of sharesoutstanding)
●Estimated duration of three to four years
Responsible Grant Practices
●2.68% three-year average burn rate – below ISS industry standard of2.95%
●All full-value equity awards have vesting of at least three years and100% of CEO’s full-value awards are, and willbe, performance-based (in each case, other than equity awards granted in lieu of cash for annual bonus)
●Clawback policy applies to equity awards
●Robust performance-based hurdles used for outperformance plan and employment agreement awards
●Robust stock ownership guidelines
Stockholder-Friendly Plan Features
●No single trigger change in control vesting acceleration
●No repricing permitted without stockholder approval
●Stockholder approval required to increase the share reserve (i.e., no “evergreen” feature)
●No dividends or distributions paid on unearned performance-based awards

The Board unanimously recommends a vote“FOR” the approval of our Fourth Amended and Restated2005Stock Option and Incentive Plan.

Shares Available for Issuance

The Fourth Amended 2005 Plan increases the reserved Fungible Units under the plan by 9,900,000 Fungible Units. As of March 31, 2016, there were no fungible units (the “Fungible Units”) available under our Third Amended 2005 Plan.quarterly reports on Form 10-Q. In addition, as of the same date, if all of the LTIP units that we granted pursuantaudit fees include Sarbanes-Oxley Section 404 planning and testing, fees for joint venture audits, and services relating to our 2014 Outperformance Plan were earned, we would not have reserved shares of stock under our Third Amended 2005 Plan with respect to 205,165 of those LTIP units. The Fungible Units represent the baseline for the number of shares of common stock available for issuance under our Third Amended 2005 Plan from which, as described in more detail below, different types of awards are counted differently against the Fungible Unit limit. By increasing the reserved Fungible Units, we will be able to continue to use equity awards to attract, retain and motivate employees and we will have sufficient Fungible Units to reserve shares with respect to all of the LTIP units that could be earned under our 2014 Outperformance Plan. We believe that having an equity plan in place with a sufficient number of shares is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and ensure that our executive compensation is structured in a manner that aligns the executives’ interests with our success. If our stockholders approve this increase in the Fungible Units for grants under the Fourth Amended 2005 Plan, we anticipate we will have sufficient shares to provide equity awards to attract, retain and motivate employees for approximately the next three to four years.

50SL Green Realty Corp.


Table of Contents

APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

As of the record date for the annual meeting, March 31, 2016, there were 100,079,573 shares of common stock outstanding and 1,757,316 operating partnership units outstanding. As of March 31, 2016, the number of securities to be issued upon the exercise of outstanding options, warrants and rights for which we have reserved shares under our Third Amended 2005 Plan is equal to 4,257,931, which includes (i) 1,561,957 shares of common stock issuable upon the exercise of outstanding options (921,240 of which are vested and exercisable), (ii) 25,250 restricted stock units and 87,087 phantom stock units that may be settled in shares of common stock (87,087 of which are vested), (iii) 2,362,131 LTIP units that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of our common stock (2,183,169 of which are vested) and (iv) 221,506 shares of common stock reservedpublic filings in connection with LTIP units that could be earned pursuant to our 2014 Outperformance Plan, all of which remain subject to performance-based vesting. The weighted average exercise pricepreferred and term of these outstanding options is $88.23 and 3.1 years, respectively. In addition, an aggregate of 212,759 unvested shares of restricted common stock and debt offerings and certain other transactions. Our joint venture partners paid their pro rata share of any joint venture audit fees. Audit fees also include fees for accounting research and consultations.

Audit-Related Fees
Fees for audit-related services totaled approximately $221,000 in 2023 and $87,000 in 2022. The audit-related services principally include fees for operating expense audits and agreed-upon procedures projects.
Tax Fees
There were outstanding asno fees for tax services, including tax compliance, tax advice and tax planning, in either 2023 or 2022.
All Other Fees
There were no fees for other services not included above in either 2023 or 2022.
Our Audit Committee considers whether the provision by Deloitte & Touche LLP of March 31, 2016.

Burn Rate

The following table sets forth information regarding historical awards granted and earned for the 2013 through 2015 period, and the corresponding burn rate, which is defined as the number of shares subject to stock awards granted (or, for awards subject to performance based vesting, earned) in a fiscal year divided by the weighted average common shares outstanding forany services that fiscal year, for each of the last three fiscal years:

  2015 2014 2013
Stock Options Granted     389,836     102,050     828,100
Time-based full-value shares and units granted(1)258,922289,739538,761
Performance-based full-value shares and units earned during the year(2)155,879907,23950,001
Total time-based full-value awards granted and performance-based
full-value awards earned414,8011,196,978588,762
Adjusted Full-Value Awards Granted/Earned(3)1,244,4033,590,9341,766,286
Total Awards Granted/Earned(4)1,634,2393,692,9842,594,386
Weighted average common shares/units outstanding during the fiscal year(5)103,244,00099,288,00095,004,000
Annual Burn Rate1.58%3.72%2.73%
(1)For each year, includes the number of LTIP Units and shares of common stock granted during such year that were vested or subject to vesting solely based on the grantee’s continued employment through one or more vesting dates.
(2)For each year, includes the number of LTIP Units and shares of common stock earned during such year based on the achievement of performance-based vesting criteria.
(3)Represents: (i) the sum of time-based full-value awards granted during the year and performance-based full-value awards earned during the year multiplied by (ii) 3.0, which is a multiplier that is intended to reflect the greater value delivered by full-value awards as compared to option awards and be useful in comparing burn rates among companies that may utilize different forms of equity awards.
(4)Total Awards Granted/Earned represents the sum of Stock Options Granted and Adjusted Full-Value Awards Granted/Earned.
(5)For each year, represents the weighted average number of shares of our common stock and common units, including LTIP Units, in our operating partnership outstanding during the year. Because we are a real estate investment trust that conducts substantially all of its operations through an operating partnership, we include both shares of our common stock and common units in our operating partnership in the share count for purposes of calculating our burn rate. Each common unit is redeemable at the election of the holder for, at our option in our capacity as general partner of our operating partnership: (i) cash equal to the then fair value of one share of our common stock; or (ii) one share of our common stock.

Summary of Material Amendments

The following is a brief summary of the material amendments that are included in the Fourth Amended 2005 Plan:

●The maximum number of Fungible Units available under the Fourth Amended 2005 Plan will be increased by 9,900,000 Fungible Units from 17,130,000 Fungible Units to 27,030,000 Fungible Units. If the Fourth Amended 2005 Plan is approved by stockholders, the additional 9,900,000 Fungible Units will represent 2,647,059 shares of common stock that could be granted pursuant to full-value awards based on the 3.74 to 1 Fungible Unit-to-full value award conversion ratio in the Fourth Amended 2005 Plan. Based solely on the closing price of our common stock as reported on the NYSE on April 18, 2016, the maximum aggregate market value of those 2,647,059shares of common stock is $267,908,841.

2016 Proxy Statement 51


Table of Contents

APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

●The ratios governing the number of Fungible Units used by the different types of awards that may be granted under the Fourth Amended 2005 Plan will be changed for awards granted after the date the Fourth Amended 2005 Plan is approved. Under the Fourth Amended 2005 Plan, an award that delivers the full-value of the underlying shares (“Full-Value Award”) granted after the effective date of the Fourth Amended2005Plan will be counted as3.74Fungible Units per share. Additionally, stock options, stock appreciation rights and other awards granted after the effective date of the Fourth Amended2005Plan that do not deliver the full-value of the underlying shares and that expire five years from the date of grant will be counted as0.73Fungible Units per share.
●The Fourth Amended2005Plan will include an annual limit of $500,000for the value of awards and all other cash compensation granted or paid as regular compensation to any non-employee director, other than the Chairman or the Lead Independent Director.
●The Fourth Amended 2005 Plan will authorize the granting of awards payable in cash. Each cash-based award will specify a cash-denominated payment amount, formula or payment ranges as determined by our Compensation Committee.
●The term of the Fourth Amended 2005 Plan will be extended from its current expiration date until June 2, 2026, which is ten years from the date of the annual meeting.

Summary of the Provisions of Our Fourth Amended and Restated 2005 Stock Option and Incentive Plan

The following summary of our Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the Fourth Amended 2005 Plan, is qualified in its entirety by the specific language of the plan, a copy of which is attached hereto as Appendix A.

Administration

Our Compensation Committee has the authority to administer and interpret the Fourth Amended 2005 Plan, to authorize the granting of awards, to determine the eligibility of a person to receive an award, to determine the number of shares of common stock to be covered by each award, to determine the terms, provisions and conditions of each award, to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate. Our Compensation Committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. Nevertheless, grants to members of our Compensation Committee will be made and administered by the Board rather than our Compensation Committee. References below to our Compensation Committee include a reference to the Board for those awards with respect to which the Board acts as administrator. Our Compensation Committee, in its discretion, may delegate to our Chief Executive Officer all or part of our Compensation Committee’s authority and duties with respect to awards to be granted to our employees, subject to certain limitations and guidelines as provided by the Compensation Committee; however, our Compensation Committee may not delegate its authority and duties with respect to awards that have been, or will be, granted to certain of our officers.

Available Shares

Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 27,030,000 Fungible Units (the “Fungible Pool Limit”) may be granted under the Fourth Amended 2005 Plan, 9,132,682 of which will remain available for new awards after reserving 767,318 Fungible Units with respect to 205,165 LTIP units that could be earned under our 2014 Outperformance Plan. A Full-Value Award granted after the effective date of the Fourth Amended 2005 Plan will be counted as 3.74 Fungible Units per share subject to such award as opposed to 2.76 Fungible Units per share subject to such award for a Full-Value Award granted after the effective date of the Third Amended 2005 Plan and prior to the effective date of the Fourth Amended 2005 Plan and 1.65 Fungible Units per share subject to such award for a Full-Value Award granted after the effective date of the Second Amended and Restated 2005 Stock Option and Incentive Plan (the “Second Amended 2005 Plan”) and prior to the effective date of the Third Amended 2005 Plan. A Full-Value Award granted prior to the effective date of the Second Amended 2005 Plan that vested or was granted based on the achievement of certain performance goals will be counted as 2.0 Fungible Units per share subject to such award and all other Full-Value Awards granted prior to the effective date of the Second Amended 2005 Plan will be counted as 3.0 Fungible Units per share. Stock options, stock appreciation rights and other awards granted after the effective date of the Fourth Amended 2005 Plan that do not deliver the full-value of the underlying shares and expire five years from the date of grant will be counted as 0.73 Fungible Units per share. Such awards granted after the effective date of the Third Amended 2005 Plan and prior to the effective date of the Fourth Amended 2005 Plan will be counted as 0.77 Fungible Units per share, such

52 SL Green Realty Corp.


Table of Contents

APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

awards granted after the effective date of the Second Amended 2005 Plan and prior to the effective date of the Third Amended 2005 Plan will be counted as 0.79 Fungible Units per share and such awards granted prior to the effective date of the Second Amended 2005 Plan will be counted as 0.70 Fungible Units per share. All other awards will be counted as 1.0 Fungible Unit per share.

No award may be granted to any person who, assuming exercise of all options and payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of our common stock. In addition, in any one year, no person may receive awards with respect to more than 700,000 shares of common stock, provided that this limit only applies to awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the IRC and the regulations promulgated thereunder. In addition, notwithstanding anything to the contrary in the Fourth Amended 2005 Plan, the value of all awards awarded under the Fourth Amended 2005 Plan and all other cash compensation paid by the Company as regular compensation to any non-employee director other than the Chairman or Lead Independent Director in any calendar year shall not exceed $500,000, as determined in accordance with FASB ASC 718 (or any successor provision) but excluding the impact of estimated forfeitures related to service-based vesting provisions.

If an option or other award granted under the Fourth Amended 2005 Plan expires or terminates, the common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards by adding back Fungible Units to the Fourth Amended 2005 Plan using the same ratio that was in effect when the original awards were granted, except that the ratios for awards forfeited after the effective date of the Fourth Amended 2005 Plan shall not be less than the ratios in effect for such Awards as of the date of forfeiture. The following shares will not be added to the Fungible Units authorized for grant under the Fourth Amended 2005 Plan: (i) shares tendered or held back upon exercise of an option or settlement or vesting of an award to cover the exercise price or tax withholding, and (ii) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof.

Awards Under the Plan

Our key employees, directors, officers, advisors, consultants or other personnel or other persons expected to provide significant services (of a type expressly approved by our Compensation Committee as covered services for these purposes) to us or our subsidiaries are eligible to be granted Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights and other equity-based awards under the Fourth Amended 2005 Plan. Eligibility for awards under the Fourth Amended 2005 Plan generally is determined by our Compensation Committee. As of April 22, 2016, approximately 330 individuals are eligible to participate in the Fourth Amended 2005 Plan.

Stock Options and Stock Appreciation Rights.The terms of specific options, including whether options shall constitute “incentive stock options” for purposes of Section 422(b) of the Internal Revenue Code, will be determined by our Compensation Committee of the Board. The exercise price of an option will be determined by our Compensation Committee and reflected in the applicable award agreement. The exercise price may not be lower than 100% (110% in the case of an incentive stock option granted to a 10% stockholder, if permitted under the Fourth Amended 2005 Plan) of the fair market value of our common stock on the date of grant. Each option will be exercisable after the period or periods specified in the award agreement, which will not exceed ten years from the date of grant. Options will be exercisable at such times and subject to such terms as determined by our Compensation Committee; provided that, unless otherwise specified in an award agreement, options, whether or not otherwise exercisable, may be exercised if the grantee’s service relationship is terminated on account of death or disability. Our Compensation Committee may also grant stock appreciation rights, which are options that permit the recipient to exercise the option without the payment of the exercise price and to receive shares of common stock with a fair market value equal to the excess of the fair market value of the shares with respect to which the option is being exercised over the exercise price of the option with respect to those shares. Any stock appreciation rights granted are subject to the same limitations as other options, including a maximum term of 10 years and an exercise price no lower than 100% of the fair market value of our common stock on the date of grant.

Restricted Stock.A restricted stock award is an award of shares of common stock that is subject to restrictions on transferability and such other restrictions, if any, as the Board or Compensation Committee may impose at the date of grant. Grants of restricted stock may be subject to vesting schedules as determined by our Compensation Committee. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, (i) a specified period of employment or the satisfaction of one or a combination of the performance goals set forth in Section 11 of the Fourth Amended 2005 Plan (which is attached hereto as Appendix A), or (ii) based on other goals established by our Compensation Committee. Unless otherwise provided in the applicable award agreement, upon a termination of employment or other service for cause or by the grantee for any reason, all shares of restricted stock still subject to restrictions will be forfeited. In addition, unless otherwise provided in an applicable award agreement, a participant granted restricted stock will have all the rights of a stockholder of our company, including the right to vote the shares and the right to receive any cash dividends

2016 Proxy Statement 53


Table of Contents

APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

currently. Dividends paid on all restricted stock will be at the same rate and on the same date as on shares of our common stock; provided that award recipients will be required to repay any cash dividends received on awards that are subject to performance-based vesting conditions unless and until such conditions have been met. Holders of restricted stock are prohibitedbe described under “All Other Fees” would be compatible with maintaining Deloitte & Touche LLP’s independence from selling such shares until they vest.

Phantom Shares.Phantom shares will vest as provided in the applicable award agreement. A phantom share represents a right to receive the fair market value of a share of our common stock, or, if provided by our Compensation Committee, the right to receive the fair market value of a share of our common stock in excess of a base value established by our Compensation Committee at the time of grant. Phantom shares generally may be settled in cash or by transfer of shares of common stock (as may be elected by the participant or our Compensation Committee, as may be provided by our Compensation Committee at grant). Unless otherwise provided in the applicable award agreement, subject to elections by the grantee in accordance with the plan, the settlement date with respect to a phantom share is the first day of the month to follow the date on which the phantom share vests. Our Compensation Committee, under certain circumstances, may permit a participant to receive as settlement of the phantom shares installments over a period not to exceed ten years. In addition, our Compensation Committee may establish a program under which distributions with respect to phantom shares may be deferred for additional periods as set forth in the preceding sentence.

Dividend Equivalents.A dividend equivalent is a right to receive (or have credited) the equivalent value (in cash or shares of common stock) of cash distributions made on shares of common stock otherwise subject to an award (e.g., an award of phantom shares); provided, however, that a dividend equivalent right may not be granted in connection with an award of options or stock appreciation rights. Our Compensation Committee may provide that amounts payable in the ordinary course with respect to dividend equivalents will be converted into cash or additional shares of common stock. Our Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate. A dividend equivalent granted with respect to an award subject to performance-based vesting conditions may not be payable unless and until such conditions have been met.

Cash-Based Awards. The Fourth Amended 2005 Plan will authorize the granting of awards payable in cash. Each cash-based award will specify a cash-denominated payment amount, formula or payment ranges as determined by our Compensation Committee.

Other Stock-Based Awards.The Fourth Amended 2005 Plan will authorize the granting of (i) other awards based upon the common stock, including shares based upon certain conditions, convertible preferred shares, convertible debentures and other exchangeable or redeemable securities or equity interests, and stock appreciation rights, (ii) limited-partnership or any other membership or ownership interests (which may be expressed as units, such as LTIP units, or otherwise) in a subsidiary or operating or other partnership (or other affiliate of the company), with any shares issued in connection with the conversion of (or other distribution on account of) such interest subject to the Fungible Pool Limitboth management and the other provisions of the Fourth Amended 2005 Plan, and (iii) awards valued by reference to book value, fair value or performance parameters relative to the company or any subsidiary or group of subsidiaries. Any awards subject to performance-based vesting conditions will not give the participant any right to receive cash dividends or dividend equivalent rights unless and until such conditions have been met.

Adjustments in General; Certain Change in Control Provisions

In the event of certain corporate reorganizations or other events, our Compensation Committee generally may make certain adjustments in its discretion to the manner in which the Fourth Amended 2005 Plan operates (including, for example, to the number of Fungible Units and shares of common stock available under the Fourth Amended 2005 Plan), and may otherwise take actions which, in its judgment, are necessary to preserve the rights of plan participants. Upon a change in control (as defined in the Fourth Amended 2005 Plan), our Compensation Committee generally may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the change in control, if our Compensation Committee determines that the adjustments do not have an adverse economic impact on the participants, and certain other special provisions may apply.

54 SL Green Realty Corp.

Company.

Table of Contents

APPROVALTABLE OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

Tax Withholding

Participants under the Fourth Amended 2005 Plan are responsible for the payment of any federal, state or local taxes, including those that we are required by law to withhold upon any option exercise or vesting of other awards. Subject to approval by the Compensation Committee, participants may elect to have the tax withholding obligations satisfied either by authorizing the Company to withhold shares of common stock to be issued pursuant to an option exercise or other award, or by transferring to the Company shares of common stock having a value up to the amount of such taxes. Alternatively, the Compensation Committee may provide in an award agreement that a participant is required to satisfy the tax withholding obligation by having shares of common stock withheld by the Company from the shares of common stock otherwise to be received, or require a participant to do so, subject to the participant’s ability to elect to satisfy such liability in cash. Tax withholding may be in excess of the statutory withholding rate if doing so will not result in liability accounting under FASB ASC 718.

Amendment and Termination

We may grant awards under the Fourth Amended 2005 Plan until June 2, 2026, the 10th anniversary of the approval of the Fourth Amended 2005 Plan at the annual meeting. The Board generally may amend our plan as it deems advisable, except that no amendment may adversely affect a participant with respect to an award previously granted unless such amendment is required in order to comply with applicable laws. The Board, in its discretion, may determine to make any plan amendments subject to approval by our stockholders for purposes of complying with applicable stock exchange requirements, ensuring that compensation earned under awards qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code or ensuring that incentive stock options granted under the Fourth Amended 2005 Plan are qualified under Section 422 of the Internal Revenue Code. The Third Amended 2005 Plan provides that, to the extent required under the rules of any securities exchange or market system on which our common stock was listed, amendments would be subject to stockholder approval.

Repricing

Except in certain circumstances regarding corporate transactions, without prior stockholder approval, neither the Board nor the Compensation Committee may reduce the option price of outstanding options or stock appreciation rights or cancel, exchange, substitute, buyout or surrender outstanding options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights.

CONTENTS​​
Material U.S. Federal Income Tax Consequences​​​​85
   		​

Incentive Stock Options

In general, neither the grant nor the exercise of an incentive stock option will result in taxable income to an option holder or a deduction for us. To receive special tax treatment as an incentive stock option under the Internal Revenue Code as to shares acquired upon exercise of an incentive stock option, an option holder must not dispose of the shares either within two years after the incentive stock option is granted or within one year after the transfer of the shares to the option holder pursuant to exercise of the option. In addition, the option holder must be an employee of ours or of a qualified subsidiary at all times between the date of grant and the date three months (one year in the case of disability) before exercise of the option. (Special rules apply in the case of the death of the option holder.) Incentive stock option treatment under the Internal Revenue Code generally allows any gain resulting from the sale of common stock received upon the exercise of an incentive stock option to be treated as a capital gain to the option holder, but we will not be entitled to a tax deduction. The exercise of an incentive stock option (if the holding period rules described in this paragraph are satisfied), however, will give rise to income includable by the option holder in his or her alternative minimum taxable income for purposes of the alternative minimum tax in an amount equal to the excess of the fair market value of the stock acquired on the date of the exercise of the option over the exercise price.

If the holding period rules noted above are not satisfied, certain gain recognized on the disposition of the shares acquired upon the exercise of an incentive stock option will be characterized as ordinary income. This gain will be equal to the difference between the exercise price and the fair market value of the shares at the time of exercise. (Special rules may apply to disqualifying dispositions where the amount realized is less than the value at exercise.) We generally will be entitled to a deduction for federal income tax purposes equal to the amount of such gain included by an option holder as ordinary income. Any excess of the amount realized upon such disposition over the fair market value at exercise generally will be long-term or short-term capital gain depending on the holding period involved. Notwithstanding the foregoing, if exercise of the option is permitted other than by cash payment of the exercise price, various special tax rules may apply.

2016 Proxy Statement 55


Table of Contents

APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

Non-Qualified Stock Options

No income will be recognized by an option holder at the time a non-qualified stock option is granted. Ordinary income generally will be recognized by an option holder, however, at the time a non-qualified stock option is exercised in an amount equal to the excess of the fair market value of the underlying common stock on the exercise date over the exercise price. We generally will be entitled to a deduction for federal income tax purposes in the same amount as the amount included in ordinary income by the option holder with respect to his or her non-qualified stock option. Gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a non-qualified stock option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares, and generally will be long-term or short-term capital gain depending on the holding period involved. The tax basis of the shares acquired upon the exercise of any non-qualified stock option will be equalto the sum of the exercise price of the non-qualified stock option and the amount included in income with respect to the option. Notwithstanding the foregoing, in the event that exercise of the option is permitted other than by cash payment of the exercise price, various special tax rules may apply.

New Plan Benefits

The number of shares that may be granted to our executive officers, non-employee directors and other employees is indeterminable at this time, as such grants are subject to the discretion of the Compensation Committee. Of the additional shares to be reserved under the Fourth Amended 2005 Plan, we expect to reserve an aggregate of 205,165 shares in connection with LTIP units that could be earned under our 2014 Outperformance Plan based on the achievement of cumulative performance goals for the three-year period ending August 31, 2017. These LTIP units are convertible into common units, which may be presented to us for redemption and acquired by us for shares of our common stock. To the extent shares are not available to be issued in exchange for common units presented for redemption, we would redeem such common units for cash. If our absolute and relative performance for the three-year performance period applicable to these awards continues to be the same as we experienced from the beginning of the performance period through December 31, 2015, no LTIP units would be earned under our 2014 Outperformance Plan. Information regarding the LTIP units that could be earned by each of our executive officers is set forth above under "Executive Compensation–Compensation Discussion and Analysis–Our Executive Compensation Programs–Long-Term Equity Incentive Awards–Outperformance Plans–2014 Outperformance Plan."

56 SL Green Realty Corp.


Table of Contents

STOCK OWNERSHIP INFORMATION


Executive and Director Stock Ownership Guidelines

In furtherance of the Committee’s ongoing efforts to foster an ownership culture among our senior leadership team, we adopted stock ownership guidelines for our named executive officers and non-employee directors. We have subsequently revised these guidelines to increase the amount of equity in the Company or its operating partnership that our named executive officers are required to own in order to satisfy the guidelines, as set forth below:

Named Executive Officers and Non-Employee DirectorsMultiple of Base Salary or Annual Retainer
Chief Executive Officer8x
Other Named Executive Officers6x
Non-Employee Directors3x

New named executive officers and non-employee directors have three years from the commencement of their employment or election to the Board to attain compliance with the stock ownership requirements.

Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common stock, $0.01 par value per share, and our common stock and common units in our operating partnership as of March 31, 2016,2024, unless otherwise noted, for (i) each person known to us to be the beneficial owner of more than 5% of the Company’sour outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers who is not a director and (iv) our directors and executive officers as a group. All information in the following table is based on Schedules 13D, 13G and/or any amendments thereto filed with the SEC, and on information supplied to us by our directors and officers. Except as otherwise described in the notes below, the following beneficial owners have sole voting power and sole investment power with respect to all shares set forth opposite their respective names.

As of March 31, 2016,2024, the following shares and units were outstanding: (i) 65,858,830 shares of our common stock, (ii) 957,188 common units in our operating partnership (other than the units held by us) and (iii) 3,460,059 LTIP units (excluding unearned performance-based LTIP units, which may be earned based on the achievement of performance-based vesting hurdles).
​​​Common Stock​​Common Stock and Units​
Name**​​
Number
of Shares
Beneficially
Owned(1)
​​
Percent of
Common
Stock(2)
​​
Number of
Shares and
Units
Beneficially
Owned(1)
​​
Percent of
Common
Stock
and Units(2)
​
5% HOLDERS​​​​​​​​​​​​​​​​​​​​​​​​​
BlackRock, Inc.(3)​​​​12,405,640​​​​​18.84%​​​​​12,405,640​​​​​17.65%​​
The Vanguard Group(4)​​​​10,324,945​​​​​15.68%​​​​​10,324,945​​​​​14.69%​​
State Street Corporation(5)​​​​4,423,621​​​​​6.72%​​​​​4,423,621​​​​​6.29%​​
Directors, Nominees for Director and Named Executive Officers​​​​​​​​​​​​​​​​​​​​​​​​​
John H. Alschuler(6)​​​​585​​​​​*​​​​​20,371​​​​​*​​
Betsy S. Atkins(7)​​​​6,779​​​​​*​​​​​8,532​​​​​*​​
Carol N. Brown(8)​​​​—​​​​​*​​​​​9,784​​​​​*​​
Edwin T. Burton, III(9)​​​​5,207​​​​​*​​​​​40,641​​​​​*​​
Matthew J. DiLiberto(10)​​​​3,871​​​​​*​​​​​206,203​​​​​*​​
Lauren B. Dillard(11)​​​​12,007​​​​​*​​​​​46,013​​​​​*​​
Stephen L. Green(12)​​​​—​​​​​*​​​​​850,723​​​​​1.21%​​
Craig M. Hatkoff​​​​2,070​​​​​*​​​​​2,070​​​​​*​​
Marc Holliday(13)​​​​10,301​​​​​*​​​​​1,241,834​​​​​1.77%​​
Andrew S. Levine(14)​​​​8,832​​​​​*​​​​​245,198​​​​​*​​
Andrew Mathias(15)​​​​6,189​​​​​*​​​​​908,501​​​​​1.29%​​
All Directors and Executive Officers as a Group (11 Persons)(16)
​​​​55,842​​​​​*​​​​​3,579,870​​​​​5.08%​​
​
*
Less than 1%.
​
**
Unless otherwise indicated, the business address is One Vanderbilt Avenue, New York, New York 10017-3852.
​
(1)
The number of shares of common stock “beneficially owned” by each beneficial owner is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. “Number of Shares Beneficially Owned” includes shares of common stock that may be acquired upon the exercise of options that are exercisable on or within 60 days after March 31, 2024. The “Number of Shares and Units Beneficially Owned” includes all shares included in the “Number of Shares Beneficially Owned” column plus (i) the number of shares of common stock for which common units and LTIP units may be redeemed (assuming, in the case of LTIP units, that they have first been converted into common units) regardless of whether such common units and LTIP units are currently redeemable, but excluding unearned
​
TABLE OF CONTENTS
​86​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
performance-based LTIP units and (ii) the number of shares of common stock issuable upon settlement of outstanding phantom units. Class O LTIP units are not included in the “Number of Shares and Units Beneficially Owned.” Class O LTIP units are not economically equivalent to common units, but vested Class O LTIP units may be converted in a manner similar to a net exercise of a stock option into a number of common units that will vary based on the value of the common units upon conversion and the conversion threshold for the Class O LTIP units. Common units are generally redeemable by the holder for cash or, at our election, on a one-for-one basis into shares of our common stock. LTIP units, subject to the satisfaction of certain conditions, may be converted on a one-for-one basis into common units. Holders of common units, LTIP units and phantom units are not entitled to vote such units on any of the matters presented at the 2024 Annual Meeting.
(2)
The total number of shares outstanding used in calculating the percentage of common stock held by each person assumes the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after March 31, 2024 held by the beneficial owner and that no options held by other beneficial owners are exercised. The total number of shares and units outstanding used in calculating the percentage of common stock and units held by each person (a) assumes that all common units and LTIP units (other than unearned performance-based LTIP units) are vested in full and presented (assuming conversion in full into common units, if applicable) to our operating partnership for redemption and are acquired by us for shares of common stock, (b) does not separately include outstanding common units held by us, as these common units are already reflected in the denominator by the inclusion of all outstanding shares of common stock and (c) assumes the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after March 31, 2024 and settlement for an equal number of shares of common stock of all phantom units held by the beneficial owner and that no options or phantom units held by other beneficial owners are exercised or settled.
​
(3)
Based on information provided on a Schedule 13G/A filed with the SEC on January 19, 2024, as of December 31, 2023, by BlackRock, Inc. BlackRock, Inc. reported sole voting power with respect to 11,764,248 shares and sole dispositive power with respect to 12,405,640 shares. The business address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
​
(4)
Based on information provided on a Schedule 13G/A filed with the SEC on February 13, 2024, as of December 29, 2023, by The Vanguard Group, or Vanguard. Vanguard reported shared voting power with respect to 96,950 shares, sole dispositive power with respect to 10,160,385 shares and shared dispositive power with respect to 164,560 shares. The business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
​
(5)
Based on information provided on a Schedule 13G/A filed with the SEC on January 30, 2024 as of December 31, 2023, by State Street Corporation. State Street Corporation reported shared voting power with respect to 3,533,781 shares and shared dispositive power with respect to 4,417,247 shares. The business address for State Street Corporation is One Congress Street, Suite 1, Boston, MA 02114.
​
(6)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 19,786 phantom units.
​
(7)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 1,753 phantom units.
​
(8)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 9,784 phantom units.
​
(9)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 35,434 phantom units.
​
(10)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 202,332 LTIP units (of which 81,707 LTIP units are subject to vesting). The totals exclude 15,000 Class O LTIP units and all unearned performance-based LTIP units.
​
(11)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 34,006 phantom units.
​
(12)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 658,697 common units, 167,134 LTIP units and 24,892 phantom units.
​
(13)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 1,231,533 LTIP units (of which 355,855 LTIP units are subject to vesting). The totals exclude 105,000 Class O LTIP units and all unearned performance-based LTIP units.
​
(14)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 236,366 LTIP units (of which 76,543 LTIP units are subject to vesting). The totals exclude 15,000 Class O LTIP units and all unearned performance-based LTIP units.
​
(15)
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 902,312 LTIP units. The totals exclude all unearned performance-based LTIP units.
​
(16)
Includes an aggregate of 55,842 shares of common stock. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 658,697 common units, 2,739,677 LTIP units and 125,655 phantom units. See also Notes (6) – (15) above. Excludes unearned performance-based LTIP units and Class O LTIP units.
​
TABLE OF CONTENTS​
​STOCK OWNERSHIP INFORMATION​​87​
Series I Preferred Stock
The following table sets forth the beneficial ownership of our Series I Cumulative Redeemable Preferred Stock, $0.01 par value, as of March 31, 2024, for (i) each of our directors, (ii) each of our named executive officers who is not a director and (iii) our directors and executive officers as a group. None of our executive officers or directors own any shares of our Series I Cumulative Redeemable Preferred Stock except as set forth below. As of March 31, 2024, there were 100,166,8489,200,000 shares outstanding.

Name**     Amount and Nature of
Beneficial Ownership of
Common Stock		     Percent of Total
The Vanguard Group(1)15,989,86915.96%
Cohen & Steers, Inc.(2)10,857,73410.84%
BlackRock, Inc.(3)8,828,0848.81%
State Street Corporation(4)5,647,9355.64%
John H. Alschuler(5)35,711*
Betsy S. Atkins(6)4,478*
Edwin Thomas Burton, III(7)46,065*
Matthew J. DiLiberto(8)68,709*
Stephen L. Green(9)976,755*
Craig M. Hatkoff(10)21,839*
Marc Holliday(11)861,929*
Andrew S. Levine(12)144,893*
John S. Levy(13)93,190*
Andrew Mathias(14)836,979*
All Directors and Executive Officers as a Group (10 Persons)3,090,5483.09%

2016 Proxy Statement 57


Table of Contents

STOCK OWNERSHIP INFORMATION


*Less than 1%.
**Unless otherwise indicated, the business address is 420 Lexington Avenue, New York, New York 10170-1881.
(1)Based on information provided on a Schedule 13G/A filed with the SEC on February 11, 2016, as of December 31, 2015, The Vanguard Group (“Vanguard”) may be deemed to beneficially own an aggregate of 15,989,869 shares of our common stock in its capacity as an investment advisor, which includes 154,613 shares of our common stock held by Vanguard Fiduciary Trust Company as a result of its serving as investment manager of collective trust accounts and 300,599 shares of common stock held by Vanguard Investments Australia, Ltd. as a result of its serving as investment manager of Australian investment offerings. The business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. According to information received from Vanguard, the number of shares reported as beneficially owned by Vanguard in such Schedule 13G/A includes 7,182,597 shares, representing 7.17% of our outstanding common stock, that Vanguard Specialized Funds—Vanguard REIT Index Fund separately reported as beneficially owned in a Schedule 13G/A filed on February 9, 2016 with the SEC.
(2)Based on information provided on a Schedule 13G/A filed with the SEC on February 16, 2016, as of December 31, 2015, Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc. and Cohen & Steers UK Ltd., collectively, may be deemed to beneficially own an aggregate of 10,857,734 shares of our common stock. The business address for Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is 280 Park Avenue, 10th Floor, New York, NY 10017. The business address for Cohen & Steers UK Ltd. is 21 Sackville Street, 4th Floor, London, United Kingdom W1S 3DN.
(3)Based on information provided on a Schedule 13G/A filed with the SEC on February 10, 2016, as of December 31, 2015, BlackRock, Inc., BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, BlackRock Japan Co Ltd and BlackRock Life Limited, or, collectively, BlackRock, may be deemed to beneficially own an aggregate of 8,828,084 shares of our common stock. The business address for BlackRock is 55 East 52nd Street, New York, NY 10022.
(4)Based on information provided on a Schedule 13G filed with the SEC on February 16, 2016, as of December 31, 2015, State Street Corporation, State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisors Limited, State Street Global Advisors, LTD, State Street Global Advisors, Australia, Limited, State Street Global Advisors (Asia) Limited, State Street Global Advisors (Japan) Co., LTD, State Street Global Advisors France, S.A. and State Street Global Advisors Ireland Limited, or, collectively, State Street, may be deemed to beneficially own an aggregate of 5,647,935 shares of our common stock. The business address for State Street is One Lincoln Street, Boston, MA 02111.
(5)Includes 26,500 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 9,211 phantom units.
(6)Includes 1,753 phantom units.
(7)Includes 6,000 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 33,434 phantom units.
(8)Includes 20,000 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 47,715 LTIP units convertible into limited partnership units in SL Green Operating Partnership, L.P. (“OP Units”) within 60 days of March 31, 2016. The total excludes LTIP units that remain subject to performance-based vesting conditions, 7,646 LTIP units that remain subject to time-based vesting conditions and 2,854 vested LTIP units that are not convertible into OP Units within 60 days of March 31, 2016.
(9)Includes 801,492 OP Units and 175,263 vested LTIP units convertible into OP Units within 60 days of March 31, 2016 held by the Stephen L. Green Revocable Trust. The total excludes LTIP units that remain subject to performance-based vesting conditions, 2,201 LTIP units that remain subject to time-based vesting conditions and 60,863 vested LTIP units that are not convertible into OP Units within 60 days of March 31, 2016 held by the Stephen L. Green Revocable Trust.
(10)Includes 20,500 shares of our common stock subject to options exercisable within 60 days of March 31, 2016.
(11)Includes 200,000 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 623,415 LTIP units convertible into OP Units within 60 days of March 31, 2016. The total excludes LTIP units that remain subject to performance-based vesting conditions, 4,987 LTIP units that remain subject to time-based vesting conditions and 283,719 vested LTIP units that are not convertible into OP Units within 60 days of March 31, 2016.
(12)Includes 16,666 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 112,353 LTIP units convertible into OP Units within 60 days of March 31, 2016. The total excludes LTIP units that remain subject to performance-based vesting conditions, 25,635 LTIP units that remain subject to time-based vesting conditions and 21,397 vested LTIP units that are not convertible into OP Units within 60 days of March 31, 2016.
(13)Includes 50,500 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 42,690 phantom units.
(14)Includes 43,332 shares of our common stock subject to options exercisable within 60 days of March 31, 2016 and 232,294 LTIP units convertible into OP Units within 60 days of March 31, 2016. The total excludes LTIP units that remain subject to performance-based vesting conditions, 3,779 LTIP units that remain subject to time-based vesting conditions and 142,738 vested LTIP units that are not convertible into OP Units within 60 days of March 31, 2016.

58 SL Green Realty Corp.

our Series I Cumulative Redeemable Preferred Stock outstanding.
​​​Series I Cumulative
Redeemable
Preferred Stock		​
Name**​​Number
of Shares
Beneficially
Owned		​​Percent of
Outstanding		​
Matthew J. DiLiberto​​​​13,000​​​​​*​​
Marc Holliday​​​​111,473​​​​​1.21%​​
Andrew S. Levine​​​​15,000​​​​​*​​
All Directors and Executive Officers as a Group (12 Persons)​​​​139,473​​​​​1.52%​​
​

Table of Contents

STOCK OWNERSHIP INFORMATION

Section 16(a) Beneficial Ownership Reporting Compliance

*
Less than 1%.
​
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and persons who own more than 10% of a registered class of our equity securities are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. To our knowledge, based solely on review of the copies of such reports and any amendments thereto furnished to us during or with respect to our most recent fiscal year, all Section 16(a) filing requirements applicable to our executive officers, directors and persons who own more than 10% of a registered class of our equity securities were satisfied, with the exception of Messrs. Alschuler, Burton, Hatkoff and Levy(i) Mr. Levine who each inadvertently failed to file timely file a Form 4 during fiscal year 2015 relating to the awardgift of shares of phantom stock units and, in the case of Mr. Hatkoff, common stock in connection with their service as directors. Also during fiscal year 2015,on November 17, 2023, which transaction was subsequently reflected on a Form 4 filed on February 7, 2024 and (ii) Mr. Alschuler inadvertentlywho failed to timely file a Form 4 relating to the conversion of phantom stock units into other securities held in an alternative investment account pursuant to the Company’s deferred compensation plan Mr. Hatkoff inadvertently failed to timely fileon March 1, 2024, which transaction was subsequently reflected on a Form 4 relating to the disposition of shares of the Company’s common stock and Messrs. Green and DiLiberto each inadvertently failed to timely file a Form 4 relating to the conversion of LTIP units into shares of the Company’s common stock.

2016 Proxy Statement  59

filed on March 12, 2024.

Table of ContentsTABLE OF CONTENTS

​Certain Relationships and Related Party Transactions


Policies and Procedures With Respect to Related Party Transactions

​88
   		​​​​
CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS
POLICIES AND PROCEDURES WITH RESPECT
TO RELATED PARTY TRANSACTIONS
All related party transactions (generally, transactions involving amounts exceeding $120,000 in which directors and executive officers or their immediate family members, or stockholders owning 5% of more of our outstanding common stock have an interest) are subject to approval or ratification in accordance with the procedures described below.

Our Nominating and Corporate Governance Committee reviews the material facts of all related party transactions and either approves or disapprovesprovides a recommendation to the independent directors as a group who then determine whether to approve the entry into such related party transaction. If advance approvalthe Company becomes aware of a related party transaction isthat has not feasible,been approved under the Company’s policy, then the related party transaction will be considered and, if our Nominating and Corporate Governance Committee determinesthe independent directors determine it to be appropriate, ratified, at the next regularly scheduled meeting of our Nominating and Corporate Governance Committee.or terminated. In determining whether to approve or ratify a related party transaction, our Nominating and Corporate Governance Committee takesand the independent directors take into account, among other factors it deemsthey deem appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

No director may participate in any discussion or approval of a related party transaction for which he or she is a related party, except that the director must provide all material information concerning the related party transaction to our Nominating and Corporate Governance Committee.

Committee and the independent directors.

If a related party transaction will be ongoing, our Nominating and Corporate Governance Committeethe independent directors may establish guidelines for our management to follow in its ongoing dealings with the related party. Thereafter, our Nominating and Corporate Governance Committee,the independent directors, on at least an annual basis, reviewsreview and assessesassess ongoing relationships with such related party to see that our management is in compliance with our Nominating and Corporate Governance Committee’sindependent directors’ guidelines and that such related party transaction remains appropriate.

Related party transactions are disclosed in our SEC filings.

Cleaning/Security/Messenger

CHAIRMAN EMERITUS AGREEMENT
On December 21, 2018, we and Restoration Services

Through Alliance Building Services, or Alliance, First Quality Maintenance, L.P., or First Quality, provides cleaning, extermination and related services, Classic Security LLC provides security services, Bright Star Couriers LLC provides messenger services, and Onyx Restoration Works provides restoration services with respect to certain properties owned by us. Alliance is partially owned by Gary Green, a son of Stephen L. Green, the chairmanformer Chairman of the Board.Company, entered into a chairman emeritus agreement in connection with Mr. Green’s retirement as Chairman of the Company and transition into the role of Chairman Emeritus.

On March 29, 2022, we entered into a letter agreement with Mr. Green that amended certain terms of the chairman emeritus agreement. Pursuant to the letter agreement, Mr. Green’s monthly retainer fee was reduced and will ultimately be eliminated. For his service during the period from January 1, 2022 through December 31, 2022, Mr. Green received a monthly retainer fee of $36,111, and during the period from January 1, 2023 through December 31, 2023, Mr. Green received a monthly retainer fee of $18,056, in addition to any fees to which Mr. Green was entitled as a non-employee director.
As of January 1, 2024, Mr. Green no longer receives a monthly retainer and no longer provides consulting services to the Company, but will continue to hold the title of Chairman Emeritus. We will also continue to provide Mr. Green with perquisites under the chairman emeritus agreement consistent with those he previously received as Chairman, as modified by the letter agreement. In addition, First Quality hasMr. Green is entitled, to the non-exclusive opportunityextent eligible, to provide cleaning and related servicescontinue to individual tenantsparticipate in our group health insurance at the expense of the Company or, if Mr. Green is not eligible, monthly cash payments equal to the amount payable by Mr. Green under COBRA for continued participation in our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation hasgroup health insurance under COBRA.
TABLE OF CONTENTS
​CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS​​89​
ONE VANDERBILT AVENUE INVESTMENT
In December 2016, we entered into agreements with entities owned and controlled by our Chairman, Chief Executive Officer and Interim President, Marc Holliday, and our former President, Andrew Mathias, pursuant to which they agreed to make an arrangement with Alliance whereby it willinvestment in our One Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt) at the appraised fair market value for the interests acquired. This investment entitles these entities to receive profit participation above a certain threshold for services providedpercentage of any profits realized by Alliancethe Company from its One Vanderbilt project in excess of the Company’s capital contributions, of approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on account of SUMMIT One Vanderbilt. The entities had no right to certain tenants at certain buildings aboveany return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests had no value and these entities were not entitled to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the base services specifiedCompany received distributions from the One Vanderbilt project in their lease agreements. Income earned from profit participation was approximately $3.8 million, $3.8excess of the Company’s aggregate investment in the project. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $3.5$1.0 million, respectively, which equaled the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the right to repurchase these interests on the seven-year anniversary of the stabilization of the project or upon the occurrence of certain separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value being based on the project’s sale price, if applicable, or fair market value as determined by an independent third party appraiser. In 2022, stabilization of the property (but not SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holliday and Mathias exercised their rights to tender 50% of their interests in the property (but not SUMMIT One Vanderbilt) for liquidation values of $17.9 million and $11.9 million, respectively, which were paid in July 2022. In 2023, stabilization of SUMMIT One Vanderbilt was achieved.
ONE VANDERBILT AVENUE LEASES
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For each of the years ended December 31, 2015, 20142023 and 2013, respectively. We also2022 we recorded expenses$3.0 million of approximately $21.3 million, $21.5 million and $23.4 millionrent expense under the lease. Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the yearsyear ended December 31, 2015, 2014 and 2013, respectively, for these services (excluding services provided directly to tenants).

Management Fees

S.L. Green Management Corp.,2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which $26.2 million was recognized as income as a component of equity in net loss from unconsolidated joint ventures in our consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from such entitystatements of approximately $480,600, $444,300, and $441,100 foroperations. For the yearsyear ended December 31, 2015, 20142022, we recorded $33.0 million of rent expense under the lease, including percentage rent, of which $22.8 million was recognized as income as a component of equity in net loss from unconsolidated joint ventures in our consolidated statements of operations.

719 Seventh Avenue Transaction
In April 2024, a special purpose entity (the “SPE”), of which our former President and 2013, respectively.

60  SL Green Realty Corp.


Tablecurrent director, Andrew Mathias, is a partner, entered into an arms-length, structured arrangement to acquire 719 Seventh Avenue, a property held by the Company in its alternative strategy portfolio of Contents

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Marketing Services

A-List Marketing, LLC, or A-List, provided marketing servicesnon-core assets. The property is encumbered by a mortgage of $50.0 million, which matures in December 2024, and is being conveyed for $30.5 million, plus certain fees payable to us. Deena Wolff, a sister of Marc Holliday, our Chief Executive Officer, is the founder of A-List. We recorded approximately $286,900, $221,100, and $293,600 forCompany. The lender has agreed to accept less than the years ended December 31, 2015, 2014 and 2013, respectively.

Other

Amounts due from related parties at December 31, 2015 and 2014 consistedfull principal amount of the following (in thousands):

     2015     2014
Due from joint ventures$     1,334$     1,254
Other9,316 10,481
Related party receivables $10,650$11,735

2016 Proxy Statement  61

mortgage in discharging its lien, while permitting the Company to receive $4.5 million in connection with facilitating the transaction. None of such amounts will be payable to Mr. Mathias. Mr. Mathias is initially expected to own up to 40% of the equity of the SPE representing an investment by Mr. Mathias of up to approximately $7.0 million in the acquisition of the property. The transaction is subject to customary conditions and is expected to close prior to June 30, 2024.

Table of ContentsTABLE OF CONTENTS

​​

​90
   		​​​​
OTHER INFORMATION

These proxy materials are being made available in connection with the solicitation of proxies by the Board of Directors, or the Board, of SL Green Realty Corp., a Maryland corporation, for use at our 2016 annual meeting2024 Annual Meeting of stockholders to be held on Thursday, June 2, 20163, 2024 at 10:00 a.m., local time,Eastern Time, in the auditorium at The Grand Hyatt New York, 109 East 42nd Street,One Vanderbilt Avenue, New York, New York 10017 or at any postponement or adjournment of the Annual Meeting.
QUESTIONS AND ANSWERS ABOUT
THE ANNUAL MEETING
What is the Notice of Internet Availability of Proxy Materials that I received in the mail this year instead of a full set of proxy materials?
In accordance with rules adopted by the Securities and Exchange Commission, or SEC, we may furnish proxy materials, including this proxy statement and our 2023 annual meeting.

Questions and Answers about the Annual Meeting

report to stockholders, by providing access to these documents on the Internet instead of mailing a printed copy of our proxy materials to our stockholders. On or about April 19, 2024, we began mailing a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this proxy statement and our 2023 annual report online, as well as instructions on how to vote.

We believe the delivery option that we have chosen this year allows us to provide our stockholders with the proxy materials they need, while lowering the cost of delivery of the materials and reducing the environmental impact of printing and mailing printed copies. If you would like to receive a paper or an e-mail copy of our proxy materials for the 2025 annual meeting or for all future annual meetings, you should follow the instructions for requesting such materials included in the Notice.
Who is entitled to vote at the annual meeting?

Annual Meeting?

Holders of record of our common stock, $0.01 par value per share, at the close of business on March 31, 2016,28, 2024, the record date for the annual meeting,Annual Meeting, are entitled to receive notice of the annual meetingAnnual Meeting and to vote at the annual meeting.Annual Meeting. If you are a holder of record of our common stock as of the record date, you may vote the shares that you held on the record date even if you sell such shares after the record date. Each outstanding share as of the record date entitles its holder to cast one vote for each matter to be voted upon and, with respect to the election of directors, one vote for each director to be elected. Stockholders do not have the right to cumulate voting for the election of directors.

What is the purpose of the annual meeting?

Annual Meeting?

At the annual meeting,Annual Meeting, you will be asked to vote on the following proposals:

●

Proposal1: the election of the three Class I director nominees named in this proxy statement to serve on the Board for a three-year term and until their successors are duly elected and qualify

●

Proposal2: the approval of an advisory resolution approving the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item402 of Regulation S-K

●

Proposal3: the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016

●

Proposal4: the approval of our Fourth Amended and Restated 2005Stock Option and Incentive Plan

•
Proposal 1: the election of the seven director nominees named in this proxy statement to serve on the Board for a one-year term and until their successors are duly elected and qualify
​
•
Proposal 2: the approval of an advisory resolution approving the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K
​
•
Proposal 3: the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024
​
You also may be asked to consider and act upon any other matters that may properly be brought before the annual meetingAnnual Meeting and at any adjournments or postponements thereof.

TABLE OF CONTENTS
​OTHER INFORMATION​​91​
What constitutes a quorum?

The presence, in person or by proxy, of holders of a majority of the total number of outstanding shares entitled to vote at the annual meetingAnnual Meeting is necessary to constitute a quorum for the transaction of any business at the annual meeting.Annual Meeting. As of the record date, there were 100,166,84865,858,830 shares outstanding and entitled to vote at the annual meeting.

Annual Meeting.

Each share of our common stock outstanding on the record date is entitled to one vote on each matter properly submitted at the annual meetingAnnual Meeting and, with respect to the election of directors, one vote for each director to be elected. Abstentions and “broker non-votes” (i.e.​(i.e., shares represented at the meeting held by brokers, as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which, on a particular matter, the broker does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting.

Annual Meeting.

What vote is required to approve each proposal?

For Proposal 1, 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. Abstentions and broker non-votes are not counted as a vote cast either “for” or “against” a nominee, and therefore, will have no effect on the election of directors. For more information on the operation of our majority voting standard in director elections, see the section entitled “Our Board of Directors and Corporate Governance—​Corporate Governance—Majority Voting Standard and Director Resignation Policy.”

A majority of all of the votes cast with respect to the proposal is required for approval of each of Proposals2, 3Proposals 2 and 4.

3. In respect of Proposals 2 and 3, abstentions and broker non-votes are not counted as votes cast, and therefore will have no effect on the votes for these proposals. In

How do I vote?
Voting in Person at the Annual Meeting. If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, and attend the Annual Meeting, you may vote in person at the Annual Meeting. If your shares are held by a bank, broker or other nominee, that is, in “street name,” and you wish to vote in person at the Annual Meeting, you will need to obtain a “legal proxy” from the bank, broker or other nominee that holds your shares of record.
If you received a paper copy of this Proxy Statement. You can vote by valid proxy received by telephone, electronically via the Internet or by mail. The deadline for voting by telephone or electronically via the Internet is 11:59 p.m., Eastern Daylight Time, on June 2, 2024. If voting by mail, you must:
•
indicate your instructions on the proxy
​
•
date and sign the proxy
​
•
promptly mail the proxy in the enclosed envelope
​
•
allow sufficient time for the proxy to be received before the date of the Annual Meeting
​
If your shares are held in “street name” such as in a stock brokerage account, by a bank or other nominee, please follow the instructions you received from your broker with respect to the voting of Proposal 4, abstentionsyour shares.
If you received a Notice of Internet Availability of Proxy Statement. Please submit your proxy electronically via the Internet using the instructions included in the Notice. The deadline for voting electronically via the Internet is 11:59 p.m., Eastern Daylight Time, on June 2, 2024.
If you received an e-mail copy of this Proxy Statement. Please submit your proxy electronically via the Internet or telephonically using the instructions included on the Proxy Card. The deadline for voting electronically via the Internet or telephonically is 11:59 p.m., Eastern Daylight Time, on June 2, 2024.
If you have any questions regarding how to authorize your proxy by telephone or via the Internet, please call MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.
Even if you plan to attend the Annual Meeting, we recommend that you submit a proxy to vote your shares in advance so that your vote will be treated as votes cast and will

62  SL Green Realty Corp.

counted if you later are unable to attend the Annual Meeting.

Table of ContentsTABLE OF CONTENTS

OTHER INFORMATION

have the same effect as votes against the proposal. Broker non-votes will not be treated as votes cast and will have no effect on the result of the vote.

​92​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Can I change my vote after I submit my proxy card?

have voted?

If you cast a vote by proxy, you may revoke it at any time before it is voted by:

●

filing a written notice revoking the proxy with our Secretary at our address

●

properly signing and forwarding to us a proxy with a later date

●

appearing in person and voting by ballot at the annual meeting

•
filing a written notice revoking the proxy with our Secretary at our address;
​
•
properly signing and forwarding to us a proxy with a later date; or
​
•
voting during the Annual Meeting
​
If you attend the annual meeting,Annual Meeting, you may vote in person whether or not you previously have given a proxy, but your presenceattendance (without further action) at the annual meetingAnnual Meeting will not constitute revocation of a previously given proxy. Unless you have received a legal proxy to vote the shares, if you hold your shares through a bank, broker or other nominee, that is, in “street name,” only that bank, broker or other nominee can revoke your proxy on your behalf.

You may revoke a proxy for shares held by a bank, broker or other nominee by submitting new voting instructions to the bank, broker or other nominee, or if you have obtained a legal proxy from the bank, broker or other nominee giving you the right to vote the shares at the annual meeting, by attending the annual meetingAnnual Meeting and voting in person.

during the meeting. See “How doDo I vote?

Vote?—​Voting in Person atDuring the Annual Meeting. If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, and attend the annual meeting, you may vote in person at the annual meeting. If your shares are held by a bank, broker or other nominee, that is, in “street name,” and you wish to vote in person at the annual meeting, you will need to obtain a “legal proxy” from the bank, broker or other nominee that holds your shares of record.

Voting by Proxy. You should submit your proxy or voting instructions as soon as possible. You can vote by valid proxy received by telephone, electronically via the Internet or by mail. The deadline for voting by telephone or electronically via the Internet is 11:59 p.m., Eastern Daylight Time, on June 1, 2016. If voting by mail, you must:

●

indicate your instructions on the proxy

●

date and sign the proxy

●

promptly mail the proxy in the enclosed envelope

●

allow sufficient time for the proxy to be received before the date of the annual meeting

If your shares are held in “street name” such as in a stock brokerage account, by a bank or other nominee, please follow the instructions you received from your broker or with respect to the voting of your shares.

If you have any questions regarding how to authorize your proxy by telephone or via the Internet, please call MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.

Even if you plan to attend the annual meeting, we recommend that you submit a proxy to vote your shares in advance so that your vote will be counted if you later are unable to attend the annual meeting.

Meeting” above.

How is my vote counted?

If you authorize your proxy to vote your shares electronically via the Internet or by telephone, or, if you received a proxy card by mail and you properly marked, signed, dated and returned it, the shares that the proxy represents will be voted in the manner specified on the proxy. If no specification is made, your shares will be voted “for” the election of the nominees for the Class I directors named in this proxy statement, “for” advisory approval of the compensation of our named executive officers, “for” the approval our Fourth Amended and Restated 2005 Stock Option and Incentive Plan and “for” ratification of the appointment of ErnstDeloitte & YoungTouche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2024. It is not anticipated that any matters other than those set forth in this proxy statement will be presented at the annual meeting.Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders.

How does the Board recommend that I vote on each of the proposals?

The Board recommends that you vote:

●Item

​

​​​​Board Recommendation​
Proposal 1: Election of Directors
​​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​
FORProposal1: the election of Edwin Thomas Burton, III,John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday and Andrew W. Mathias as Class I directors to serve on the Board for a three-yearone-year term and until their successors are duly elected and qualify

​
●
Proposal 2: Approval of an Advisory Resolution Approving the Compensation of Our Named Executive Officers

​

​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​
FORProposal2: the approval of an advisory resolution approving the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item402 of Regulation S-K

​
●
Proposal 3: The Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm

​

​
[MISSING IMAGE: ic_tickcircle-pn.jpg]
​​
FORProposal3: the ratification of the appointment of ErnstDeloitte & YoungTouche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016

●2024

FORProposal4: the approval of our Fourth Amended and Restated 2005Stock Option and Incentive Plan

​

2016 Proxy Statement  63


Table of ContentsTABLE OF CONTENTS

OTHER INFORMATION

​

​OTHER INFORMATION​​93​
What other information should I review before voting?

Our 20152023 annual report, including financial statements for the fiscal year ended December 31, 2015,2023, is being made available to you along with this proxy statement. You may obtain, free of charge, copies of our2015our 2023 annual report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2023, which contains additional information about the Company, on our website at http://www.slgreen.com or by directing your request in writing to SL Green Realty Corp., 420 LexingtonOne Vanderbilt Avenue, 28th Floor, New York, New York 10170-1881,10017-3852, Attention: Investor Relations. The 20152023 annual report and the Annual Report on Form 10-K, however, are not part of the proxy solicitation materials, and 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.

Who is soliciting my proxy?

This solicitation of proxies is made by and on behalf of the Board. We will pay the cost of the solicitation of proxies. We have retained MacKenzie Partners, Inc. at an aggregate estimated cost of $10,000, plus out-of-pocket expenses, to assist in the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may solicit proxies personally or by telephone.

How do I change how I receive proxy materials in the future?

Instead of receiving a Notice of Internet Availability of Proxy Materials in the mail for future meetings, stockholders may elect to receive links to proxy materials by e-mail or to receive a paper copy of the proxy materials and a paper proxy card by mail. If you elect to receive proxy materials by e-mail, you will not receive proxy materials in the mail (including, if applicable, a Notice of Internet Availability of Proxy Materials).Materials in the mail. Instead, you will receive an e-mail with links to proxy materials and online voting. In addition, if you elect to receive a paper copy of the proxy materials, or if applicable rules or regulations require paper delivery of the proxy materials, you will not receive a Notice of Internet Availability of Proxy Materials in the mail. If you received a paper copy of the proxy materials or the Notice of Internet Availability of Proxy Materials in the mail, you can eliminate all such paper mailings (including, if applicable, a Notice of Internet Availability of Proxy Materials) in the future by electing to receive an e-mail that will provide Internet links to these documents. Opting to receive all future proxy materials online will save us the cost of producing and mailing such documents to you and help us conserve natural resources. You can change your election by directing your request in writing to SL Green Realty Corp., 420 LexingtonOne Vanderbilt Avenue, 28th Floor, New York, New York 10170-1881,10017-3852, Attention: Investor Relations, by sending a blank e-mail with the 12-digit16-digit control number on your proxy cardNotice of Internet Availability to sendmaterial@proxyvote.com, via the internet at http://www.proxyvote.com or by telephone at (800) 579-7639.579-1639. Your election will remain in effect until you change it.

What should I do if I received more than one Notice of Internet Availability of Proxy Materials?
There are circumstances under which you may receive more than one Notice of Internet Availability of Proxy Materials. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each such brokerage account. In addition, if you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability of Proxy Materials. Please authorize your proxy in accordance with the instructions of each Notice of Internet Availability of Proxy Materials separately, since each one represents different shares that you own.
No person is authorized on our behalf to give any information or to make any representations with respect to the proposals other than the information and the representations contained in this proxy statement, and, if given or made, such information and/or representations must not be relied upon as having been authorized.

OTHER MATTERS
Attendance at the 2024 Annual Meeting
All stockholders of record, as well as stockholders that hold their shares through a broker, bank or similar organization, of shares of SLG’s common stock at the close of business on the record date, or their designated proxies, are authorized to attend the 2024 Annual Meeting. 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. Stockholders will be able to vote and submit questions during the Annual Meeting.
TABLE OF CONTENTS
Other Matters​94​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​

Solicitation of Proxies

We will pay the cost of solicitation of proxies. Our directors, officers and employees may solicit proxies personally, by telephone, via the Internet or by mail without additional compensation for such activities. We also will request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send a Notice of Internet Availability of Proxy Materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses. In addition, we intend to utilize the proxy solicitation services of MacKenzie Partners, Inc. at an aggregate estimated cost of $10,000$15,000 plus out-of-pocket expenses.

Stockholder Proposals and Nominations

Proposals for Inclusion in our 20172025 Proxy Materials

SEC rules permit stockholders to submit proposals to be included in our proxy materials if the stockholder and the proposal satisfy the requirements specified in Rule 14a-8 under the Exchange Act. For a stockholder proposal to be considered for inclusion in our proxy materials for the 20172025 annual meeting, the proposal must be delivered to our Secretary at the address provided below by December 23, 2016.

64  SL Green Realty Corp.

20, 2024.

Table of Contents

OTHER INFORMATION

Director Nominations for Inclusion inUnder our 2017 Proxy Materials (Proxy Access)

Access Bylaws

Our proxy access bylaw permits a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’sour outstanding common stock continuously for at least three years to nominate and include in the Company’s 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. For the 20172025 annual meeting, notice of a proxy access nomination must be delivered to our Secretary at the address provided below no later than December 23, 201620, 2024 and no earlier than November 23, 2016.

20, 2024.

Other Proposals or Nominations to be brought before our 20172025 Annual Meeting

Our bylaws permit a stockholder to propose items of business and/or nominate director candidates that are not intended to be included in our proxy materials and to nominate candidates other than under our proxy access bylaw if the stockholder complies with the procedures set forth in our bylaws. For the 20172025 annual meeting, notice of such proposals or nominations must be delivered to our Secretary at the address provided below no later than March 4, 20175, 2025 and no earlier than February 2, 2017.

3, 2025.

If the Company moves the 20172025 annual meeting to a date that is more than 25 days before or after the date which is the one yearone-year anniversary of this year’s annual meetingAnnual Meeting date (i.e., June 2, 2017)3, 2025), the Company must receive such notice of proposals or nominations no later than the close of business on the 10th day following the earlier of the day on which the Company makes a public announcement of the meeting date or theythe day on which notice of the meeting date is first distributed to stockholders.

Additionally, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to our Secretary at the address provided no later than April 4, 2025.
Address for Submission of Notices and Additional Information

All stockholder nominations of individuals for election as directors or proposals of other items of business to be considered by stockholders at the 2017 annual meeting2025 Annual Meeting (whether or not intended for inclusion in our proxy materials) must be submitted in writing to SL Green Realty Corp., 420 LexingtonOne Vanderbilt Avenue, 28th Floor, New York, New York 10170-1881,10017-3852, Attention: Andrew S. Levine, Secretary.

In addition, both the proxy access and the advance notice provisions of our bylaws require a stockholder’s notice of a nomination or other item of business to include certain information. Director nominees must also meet certain eligibility requirements. Any stockholder considering introducing a nomination or other item of business should carefully review our bylaws.

TABLE OF CONTENTS
​OTHER INFORMATION​​95​
Householding of Proxy Materials

The SEC adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement, annual report or Notice of Internet Availability of Proxy Materials, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that such broker will be “householding” communications, including the proxy materials, to your address, “householding” will continue until you are notified otherwise or until you revoke your consent.

Stockholders who currently receive only one copy of the proxy materials at their address and would like to receive additional copies and/or stockholders who no longer wish to participate in “householding” and would prefer to receive separate proxy materials in the future should direct their request either to their broker or to the Company in writing to SL Green Realty Corp., 420 LexingtonOne Vanderbilt Avenue, 28th Floor, New York, New York 10170-1881,10017-3852, Attention: Investor Relations or by telephone at (212) 594-2700.

Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request “householding” of their future communications should direct their request either to their broker or to the Company at the address of telephone number above.

By Order of the Board of Directors
Andrew S. Levine
Secretary

New York, New York
April 22, 2016

2016 Proxy Statement  65


Table of ContentsTABLE OF CONTENTS

​

​​​​A-1
   		​
APPENDIX A:
SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

TABLE OF CONTENTS
1. DEFINITIONSA-2
2. EFFECTIVE DATE AND TERMINATION OF PLANA-5
3. ADMINISTRATION OF PLANA-5
4. SHARES AND UNITS SUBJECT TO THE PLANA-6
5. PROVISIONS APPLICABLE TO STOCK OPTIONSA-7
6. PROVISIONS APPLICABLE TO RESTRICTED STOCKA-9
7. PROVISIONS APPLICABLE TO PHANTOM SHARESA-11
8. PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTSA-13
9. OTHER EQUITY-BASED AWARDSA-13
10. CASH-BASED AWARDSA-14
11. PERFORMANCE GOALSA-14
12. TAX WITHHOLDINGA-14
13. REGULATIONS AND APPROVALSA-16
14. INTERPRETATION AND AMENDMENTS; OTHER RULESA-16
15. CHANGES IN CAPITAL STRUCTUREA-17
16. MISCELLANEOUSA-18

2016Proxy Statement A-1


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

SL GREEN REALTY CORP.

FOURTH AMENDED AND RESTATED
2005 STOCK OPTION AND INCENTIVE PLAN

SL Green Realty Corp., a Maryland corporation, wishes to attract and retain qualified key employees, Directors, officers, advisors, consultants and other personnel and encourage them to increase their efforts to make the Company’s business more successful whether directly or through its Subsidiaries or other affiliates. In furtherance thereof, the SL Green Realty Corp. Fourth Amended and Restated 2005 Stock Option and Incentive Plan, as amended as of June 2, 2016, is designed to provide equity-based incentives to certain Eligible Persons. Awards under the Plan may be made to Eligible Persons in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights, Cash-Based Awards or other forms of equity-based compensation.

1.DEFINITIONS.

Whenever used herein, the following terms shall have the meanings set forth below:

“Award,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights, Cash-Based Awards and other equity-based Awards as contemplated herein.

“Award Agreement” means a written agreement in a form approved by the Committee to be entered into between the Company and the Participant as provided in Section 3. An Award Agreement may be, without limitation, an employment or other similar agreement containing provisions governing grants hereunder, if approved by the Committee for use under the Plan.

“Board” means the Board of Directors of the Company.

“Cause” means, unless otherwise provided in the Participant’s Award Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Company or its Subsidiaries or its affiliates; (iii) the commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or its Subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) any illegal act detrimental to the Company its Subsidiaries or any affiliate thereof; (vi) repeated failure to devote substantially all of the Participant’s business time and efforts to the Company or its Subsidiaries, or any affiliate thereof, if required by the Participant’s employment agreement; or (vii) the Participant’s failure adequately and competently to perform his duties after receiving notice from the Company or its Subsidiaries, or any affiliate thereof specifically identifying the manner in which the Participant has failed to perform; provided, however, that, if at any particular time the Participant is subject to an effective employment agreement or consulting agreement with the Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning as may be specified in such employment agreement.

“Cash-Based Awards” means an Award under Section 10 of the Plan that is payable in cash.

“Change in Control” means:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding shares of all classes of stock of the Company (in either such case other than as a result of the acquisition of securities directly from the Company);

(ii) the members of the Board at the beginning of any consecutive 24-calendar-month period commencing on or after the initial effective date of the Plan (the “Incumbent Directors”) cease for any reason other than death including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the members of the Board; provided that any person becoming a director of the Company whose election or nomination was approved by a vote of at least a majority of the Incumbent Directors shall, for purposes hereof, be considered an Incumbent Director;

(iii) the consummation of (A) any consolidation or merger of the Company or any subsidiary that would result in the Voting Securities outstanding immediately prior to such merger or consolidation representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) less

A-2 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation or ceasing to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity or (2) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, if the stockholders of the Company and unitholders of SL Green Operating Partnership, L.P. taken as a whole and considered as one class immediately before such transaction own, immediately after consummation of such transaction, equity securities and partnership units possessing less than 50% of the surviving or acquiring company and partnership taken as a whole; or

(iv) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing clause (i), an event described in clause (i) shall not be a Change in Control if such event occurs solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of stock of the Company beneficially owned by any “person” (as defined above) to 25% or more of the shares of stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any “person” (as defined above) to 25% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any “person” referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional stock of the Company or other Voting Securities (other than pursuant to a share split, stock dividend, or similar transaction), then a Change in Control shall be deemed to have occurred for purposes of the foregoing clause (i).

Notwithstanding the foregoing, no event or condition shall constitute a Change in Control to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Change in Control to the maximum extent possible (e.g., if applicable, in regard of vesting without an acceleration of distribution) without causing the imposition of such 20% tax.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board.

“Common Stock” means the shares of common stock of the Company as constituted on the effective date of the Plan, and any other shares into which such common stock shall thereafter be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like.

“Company” means SL Green Realty Corp., a Maryland corporation.

“Director” means a non-employee director of the Company or its Subsidiaries.

“Disability” means, unless otherwise provided by the Committee in the Participant’s Award Agreement, a disability which renders the Participant incapable of performing all of his or her material duties for a period of at least 150 consecutive or non-consecutive days during any consecutive twelve-month period. Notwithstanding the foregoing, no circumstances or condition shall constitute a Disability to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Disability to the maximum extent possible (e.g., if applicable, in regard of vesting without an acceleration of distribution) without causing the imposition of such 20% tax.

“Dividend Equivalent Right” means a right awarded under Section 8 of the Plan to receive (or have credited) the equivalent value of dividends paid on Common Stock.

“Eligible Person” means a key employee, Director, officer, advisor, consultant or other personnel of the Company and its Subsidiaries or other person expected to provide significant services (of a type expressly approved by the Committee as covered services for these purposes) to the Company or its Subsidiaries.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” per Share as of a particular date means (i) if Shares are then listed on a national stock exchange, the closing sales price per Share on the exchange for the last preceding date on which there was a sale of Shares on such exchange, as determined by the Committee, (ii) if Shares are not then listed on a national stock exchange but are then traded on an over-the-counter market, the average of the closing bid and asked prices for the Shares in such over-the-counter market for the last preceding date on which there was a sale of such Shares in such market, as determined by the

2016Proxy Statement A-3


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

Committee, or (iii) if Shares are not then listed on a national stock exchange or traded on an over-the-counter market, such value as the Committee in its discretion may in good faith determine; provided that, where the Shares are so listed or traded, the Committee may make such discretionary determinations where the Shares have not been traded for 10 trading days.

“Full-Value Award” means an Award other than an Option, Stock Appreciation Right or other Award that does not deliver the full value at grant thereof of the underlying shares.

“Fungible Pool Unit” shall be the measuring unit used for purposes of the Plan, as specified in Section 4, to determine the number of Shares which may be subject to Awards hereunder, which shall consist of Shares in the proportions (a) with respect to Awards granted prior to June 15, 2010 (ranging from 0.7 to 3.0), (b) with respect to Awards granted on or after June 15, 2010 but before June 13, 2013 (ranging from 0.79 to 1.65), (c) with respect to Awards granted on or after June 13, 2013 but before June 2, 2016 (ranging from 0.77 to 2.76) and (d) with respect to Awards granted on or after June 2, 2016 (ranging from 0.73 to 3.74, as set forth in Section 4(a).

“Grantee” means an Eligible Person granted Restricted Stock, Phantom Shares, Dividend Equivalent Rights or such other equity-based Awards as may be granted pursuant to Section 9.

“Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422(b) of the Code.

“Non-Qualified Stock Option” means an Option which is not an Incentive Stock Option.

“Option” means the right to purchase, at a price and for the term fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions in the Plan and the applicable Award Agreement, a number of Shares determined by the Committee.

“Optionee” means an Eligible Person to whom an Option is granted, or the Successors of the Optionee, as the context so requires.

“Option Price” means the price per Share, determined by the Board or the Committee, at which an Option may be exercised.

“Participant” means a Grantee or Optionee.

“Performance Criteria” means the following business criteria (or any combination thereof) with respect to one or more of the Company, any Subsidiary or any division or operating unit thereof: (i) pre-tax income, (ii) after-tax income, (iii) net income (meaning net income as reflected in the Company’s financial reports for the applicable period, on an aggregate, diluted and/or per share basis), (iv) operating income, (iv) cash flow, (v) earnings per share, (vi) return on equity, (vii) return on invested capital or assets, (viii) cash and/or funds available for distribution, (ix) appreciation in the fair market value of the Common Stock, (x) return on investment, (xi) total return to shareholders, (xii) net earnings growth, (xiii) stock appreciation (meaning an increase in the price or value of the Common Stock after the date of grant of an award and during the applicable period), (xiv) related return ratios, (xv) increase in revenues, (xvi) net earnings, (xvii) changes (or the absence of changes) in the per share or aggregate market price of the Company’s Common Stock, (xviii) number of securities sold, (xix) earnings before any one or more of the following items: interest, taxes, depreciation or amortization for the applicable period, as reflected in the Company’s financial reports for the applicable period, (xx) total revenue growth (meaning the increase in total revenues after the date of grant of an award and during the applicable period, as reflected in the Company’s financial reports for the applicable period), (xxi) the Company’s published ranking against its peer group of real estate investment trusts based on total shareholder return, and (xxii) FFO.

“Performance Goals” means (i) 7% FFO growth, (ii) 10% total return to shareholders and (iii) Total return to shareholders in the top one-third of the “peer group”. For purposes of this definition, “peer group” shall be Alexandria Real Estate Equities, Inc., American Financial Realty Trust, Boston Properties, Inc., Brandywine Realty Trust, Corporate Office Properties Trust, Crescent Real Estate Equities Company, Douglas Emmett, Duke Realty Corporation, Highwoods Properties, Inc., HRPT Properties, Kilroy Realty Corporation, Liberty Property Trust, Mack-Cali Realty Corporation, Maguire Properties, Parkway Properties, SL Green Realty Corp., and Washington REIT. Such “peer group” may not change with respect to any particular Award.

“Phantom Share” means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value.

“Phantom Share Value,” per Phantom Share, means the Fair Market Value of a Share of Common Stock, or, if so provided by the Committee, such Fair Market Value to the extent in excess of a base value established by the Committee at the time of grant.

A-4 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

“Plan” means the Company’s Fourth Amended and Restated 2005 Stock Option and Incentive Plan, as amended and restated on June 2, 2016, as set forth herein and as the same may from time to time be amended.

“Restricted Stock” means an award of Shares that are subject to restrictions hereunder.

“Retirement” means, unless otherwise provided by the Committee in the Participant’s Award Agreement, the Termination of Service (other than for Cause) of a Participant on or after the Participant’s attainment of age 65 or on or after the Participant’s attainment of age 55 with five consecutive years of service with the Company and or its Subsidiaries or its affiliates.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means the date determined under Section 7.4(c).

“Shares” means shares of Common Stock of the Company.

“Stock Appreciation Right” means the right to settle an Option as provided for in Section 5.7.

“Subsidiary” means any corporation (other than the Company) that is a “subsidiary corporation” with respect to the Company under Section 424(f) of the Code. In the event the Company becomes a subsidiary of another company, the provisions hereof applicable to subsidiaries shall, unless otherwise determined by the Committee, also be applicable to any company that is a “parent corporation” with respect to the Company under Section 424(e) of the Code.

“Successor of the Optionee” means the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire the right to exercise an Option by bequest or inheritance or by reason of the death of the Optionee.

“Termination of Service” means a Participant’s termination of employment or other service, as applicable, with the Company and its Subsidiaries.

2.EFFECTIVE DATE AND TERMINATION OF PLAN.

The effective date of the Plan is June 2, 2016. The amendments reflected in this Fourth Amended and Restated 2005 Stock Option and Incentive Plan shall not become effective unless and until it is approved by the requisite percentage of the holders of the Common Stock of the Company. The Plan shall terminate on, and no Award shall be granted hereunder on or after, the 10-year anniversary of the approval of this Fourth Amended and Restated 2005 Stock Option and Incentive Plan by the shareholders of the Company; provided, that no Incentive Stock Options shall be granted hereunder on or after the 10-year anniversary of the approval of this Fourth Amended and Restated 2005 Stock Option and Incentive Plan by the Board; provided further that the Board may at any time prior to that date terminate the Plan; and provided, further, that all Awards made under the Plan prior to a Plan termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreement.

3.ADMINISTRATION OF PLAN.

(a) The Plan shall be administered by the Committee appointed by the Board. Unless otherwise determined by the Board, the Committee, upon and after such time as it is covered in Section 16 of the Exchange Act, shall consist of at least two individuals each of whom shall be a “nonemployee director” as defined in Rule 16b-3 as promulgated by the Securities and Exchange Commission (“Rule 16b-3”) under the Exchange Act and shall, at such times as the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards), qualify as “outside directors” for purposes of Section 162(m) of the Code; provided that no action taken by the Committee (including without limitation grants) shall be invalidated because any or all of the members of the Committee fails to satisfy the foregoing requirements of this sentence. If and to the extent applicable, no member of the Committee may act as to matters under the Plan specifically relating to such member. Notwithstanding the other foregoing provisions of this Section 3(a), any Award under the Plan to a person who is a member of the Committee shall be made and administered by the Board. If no Committee is designated by the Board to act for these purposes, the Board shall have the rights and responsibilities of the Committee hereunder and under the Award Agreements.

(b) Subject to the provisions of the Plan, the Committee shall in its discretion (i) authorize the granting of Awards to Eligible Persons; and (ii) determine the eligibility of Eligible Persons to receive an Award, as well as determine the number of Shares to be covered under any Award Agreement, considering the position and responsibilities of the Eligible Persons, the nature and value to the Company of the Eligible Person’s present and potential contribution to the success of the Company whether directly or through its Subsidiaries and such other factors as the Committee may deem relevant.

2016Proxy Statement A-5


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

(c) The Award Agreement shall contain such other terms, provisions and conditions not inconsistent herewith as shall be determined by the Committee. In the event that any Award Agreement or other agreement hereunder provides (without regard to this sentence) for the obligation of the Company or any affiliate thereof to purchase or repurchase Shares from a Participant or any other person, then, notwithstanding the provisions of the Award Agreement or such other agreement, such obligation shall not apply to the extent that the purchase or repurchase would not be permitted under governing state law. The Participant shall take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of the Plan and the Award Agreement.

(d) The Committee may provide, in its discretion, that (i) all stock issued hereunder be initially maintained in separate brokerage account for the Participant at a brokerage firm selected by, and pursuant to an arrangement with, the Company; and (ii) in the case of vested Shares, the Participant may move such Shares to another brokerage account of the Participant’s choosing or request that a stock certificate be issued and delivered to him or her.

(e) The Committee, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Committee’s authority and duties with respect to awards, including, without limitation, the granting of awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Act and who are not and are not expected to be “covered employees” within the meaning of Section 162(m) of the Code. Any such delegation by the Committee may, in the sole discretion of the Committee, include a limitation as to the amount of awards that may be awarded during the period of the delegation and may contain guidelines as to the determination of the option exercise price, or price of other awards and the vesting criteria. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate that were consistent with the terms of the Plan.

4.SHARES AND UNITS SUBJECT TO THE PLAN.

(a) Subject to adjustments as provided in Section 15, the total number of Shares subject to Awards granted under the Plan, in the aggregate, may not exceed 27,030,000 (the “Fungible Pool Limit”). Each Share issued or to be issued in connection with Full-Value Awards that vest or are granted based on the achievement of the Performance Goals granted prior to June 15, 2010 but before June 13, 2013 shall be counted against the Fungible Pool Limit as 2.0 Fungible Pool Units. Each Share issued or to be issued in connection with any other Full-Value Awards granted prior to June 15, 2010 but before June 13, 2013 shall be counted against the Fungible Pool Limit as 3.0 Fungible Pool Units. Each Share issued or to be issued in connection with any Full-Value Awards granted on or after June 15, 2010 but before June 13, 2013 shall be counted against the Fungible Pool Limit as 1.65 Fungible Pool Units. Each Share issued or to be issued in connection with any Full-Value Awards granted on or after June 13, 2013 but before June 2, 2016 shall be counted against the Fungible Pool Limit as 2.76 Fungible Pool Units. Each Share issued or to be issued in connection with any Full-Value Awards granted on or after June 2, 2016 shall be counted against the Fungible Pool Limit as 3.74 Fungible Pool Units. Options, Stock Appreciation Rights and other Awards that do not deliver the full value at grant thereof of the underlying Shares and that expire 10 years from the date of grant shall be counted against the Fungible Pool Limit as 1 Fungible Pool Unit. Options, Stock Appreciation Rights and other Awards that do not deliver the full value at grant thereof of the underlying Shares and that expire five years from the date of grant (i) granted prior to June 15, 2010 shall be counted against the Fungible Pool Limit as 0.7 of a Fungible Pool Unit, (ii) granted on or after June 15, 2010 but before June 13, 2013 shall be counted against the Fungible Pool Limit as 0.79 of a Fungible Pool Unit, (iii) granted on or after June 13, 2013 but before June 2, 2016 shall be counted against the Fungible Pool Limit as 0.77 of a Fungible Pool Unit and (iv) granted on or after June 2, 2016 shall be counted against the Fungible Pool Limit as 0.73 of a Fungible Pool Unit. (For these purposes, the number of Shares taken into account with respect to a Stock Appreciation Right shall be the number of Shares underlying the Stock Appreciation Rights at grant (i.e., not the final number of Shares delivered upon exercise of the Stock Appreciation Rights).) Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for Options, Phantom Shares or other equity-based Awards but are later forfeited or for any other reason are not payable under the Plan may again be made the subject of Awards under the Plan. Such Shares shall be added back to the Plan using the same ratio as in effect when such Awards were granted, except that the ratios for Awards forfeited after June 2, 2016 shall not be less than the ratios in effect for such Awards as of the date of forfeiture. The following Shares shall not be added to the Shares authorized for grant under the Plan: (i) Shares tendered or held back upon exercise of an Option or settlement or vesting of an Award to cover the exercise price or tax withholding, and (ii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof.

(b) Shares subject to Dividend Equivalent Rights, other than Dividend Equivalent Rights based directly on the dividends payable with respect to Shares subject to Options or the dividends payable on a number of Shares corresponding to the number of Phantom Shares awarded, shall be subject to the limitation of Section 4(a). If any Phantom Shares, Dividend Equivalent Rights or other equity-based Awards under Section 9 are paid out in cash, then, notwithstanding the first sentence of Section 4(a) above (but subject to the second sentence thereof) the underlying Shares may again be made the subject of Awards under the Plan.

A-6 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

(c) The certificates for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any rights of first refusal or other restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate.

(d) No award may be granted under the Plan to any person who, assuming exercise of all options and payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of Common Stock. Subject to adjustments as provided in Section 15, no Eligible Person shall be granted Awards in any one year covering more than 700,000 Shares (with each Share subject to an Award being counted as one Share, notwithstanding the type of Award or the fact that it may count as more or less than one Fungible Pool Unit for purposes of Section 4(a)), it being expressly contemplated that Awards in exclusively one category (e.g., Options) can (but need not) be used in the discretion of the Committee to reach the limitation set forth in this sentence; provided that this limit shall only apply to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

(e) Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this Plan and all other cash compensation paid by the Company as regular compensation to any Director other than the Chairman or the Lead Director in any calendar year shall not exceed $500,000. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance with FASB ASC 718 (or any successor provision) but excluding the impact of estimated forfeitures related to service-based vesting provisions.

5.PROVISIONS APPLICABLE TO STOCK OPTIONS.

5.1Grant of Option.

Subject to the other terms of the Plan, the Committee (or, as expressly permitted by Section 3, the Chief Executive Officer) shall, in its discretion as reflected by the terms of the applicable Award Agreement: (i) determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number of Shares to be optioned to each Eligible Person; (ii) determine whether to grant Incentive Stock Options or to grant Non-Qualified Stock Options, or both (to the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option); provided that Incentive Stock Options may only be granted to employees; (iii) determine the time or times when and the manner and condition in which each Option shall be exercisable and the duration of the exercise period; (iv) designate each Option as one intended to be an Incentive Stock Option or as a Non-Qualified Stock Option; and (v) determine or impose other conditions to the grant or exercise of Options under the Plan as it may deem appropriate.

5.2Option Price.

The Option Price shall be determined by the Committee on the date the Option is granted and reflected in the Award Agreement, as the same may be amended from time to time. The Option Price shall not be less than 100% of the Fair Market Value of a Share on the day the Option is granted. Any particular Award Agreement may provide for different exercise prices for specified amounts of Shares subject to the Option.

5.3Period of Option and Vesting.

(a) Unless earlier expired, forfeited or otherwise terminated, each Option shall expire in its entirety upon the 10th anniversary of the date of grant or shall have such other term (which may be shorter, but not longer) as is set forth in the applicable Award Agreement (except that, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners) who is granted an Incentive Stock Option, the term of such Option shall be no more than five years from the date of grant). The Option shall also expire, be forfeited and terminate at such times and in such circumstances as otherwise provided hereunder or under the Award Agreement.

(b) Each Option, to the extent that the Optionee has not had a Termination of Service and the Option has not otherwise lapsed, expired, terminated or been forfeited, shall first become exercisable according to the terms and conditions set forth in the Award Agreement, as determined by the Committee at the time of grant. Unless otherwise provided in the Award Agreement, no Option (or portion thereof) shall ever be exercisable if the Optionee has a Termination of Service before the time at which such Option (or portion thereof) would otherwise have become exercisable, and any Option that would otherwise become exercisable after such Termination of Service shall not become exercisable and shall be forfeited upon such termination. Upon and after the death of an Optionee, such Optionee’s Options, if and to the extent otherwise exercisable hereunder or under the applicable Award Agreement after the Optionee’s death, may be exercised by the Successors of the Optionee.

2016Proxy Statement A-7


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

5.4Exercisability Upon and After Termination of Optionee.

(a) Subject to provisions of the Award Agreement, in the event the Optionee has a Termination of Service other than by the Company or its Subsidiaries for Cause, or other than by reason of death or Disability, no exercise of an Option may occur after the expiration of the three-month period to follow the termination, or if earlier, the expiration of the term of the Option as provided under Section 5.3(a); provided that, if the Optionee should die after the Termination of Service, such termination being for a reason other than Cause or Disability, but while the Option is still in effect, the Option (if and to the extent otherwise exercisable by the Optionee at the time of death) may be exercised until the earlier of (i) one year from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Section 5.3(a).

(b) Subject to provisions of the Award Agreement, in the event the Optionee has a Termination of Service on account of death or Disability, the Option (whether or not otherwise exercisable) may be exercised until the earlier of (i) one year from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Section5.3.

(c) Notwithstanding any other provision hereof, unless otherwise provided in the Award Agreement, if the Optionee has a Termination of Service by the Company for Cause, the Optionee’s Options, to the extent then unexercised, shall thereupon cease to be exercisable and shall be forfeited forthwith.

5.5Exercise of Options.

(a) Subject to vesting, restrictions on exercisability and other restrictions provided for hereunder or otherwise imposed in accordance herewith, an Option may be exercised, and payment in full of the aggregate Option Price made, by an Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased.

(b) Without limiting the scope of the Committee’s discretion hereunder, the Committee may impose such other restrictions on the exercise of Incentive Stock Options (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate.

5.6Payment.

(a) The aggregate Option Price shall be paid in full upon the exercise of the Option. Payment must be made by one of the following methods:

(i) a certified or bank cashier’s check or wire transfer;

(ii) subject to Section 13(e), the proceeds of a Company loan program or third-party sale program or a notice acceptable to the Committee given as consideration under such a program, in each case if permitted by the Committee in its discretion, if such a program has been established and the Optionee is eligible to participate therein;

(iii) if approved by the Committee in its discretion, Shares of previously owned Common Stock, which have been previously owned for more than six months, having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; or

(iv) by any combination of such methods of payment or any other method acceptable to the Committee in its discretion.

(b) Except in the case of Options exercised by certified or bank cashier’s check, the Committee may impose limitations and prohibitions on the exercise of Options as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option.

(c) The Committee may provide that no Option may be exercised with respect to any fractional Share. Any fractional Shares resulting from an Optionee’s exercise that is accepted by the Company shall in the discretion of the Committee be paid in cash.

5.7Stock Appreciation Rights.

The Committee, in its discretion, may also permit (taking into account, without limitation, the application of Section 409A of the Code, as the Committee may deem appropriate) the Optionee to elect to exercise an Option by receiving a combination of Shares and cash, or, in the discretion of the Committee, either Shares or solely in cash, with an aggregate Fair

A-8 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

Market Value (or, to the extent of payment in cash, in an amount) equal to the excess of the Fair Market Value of the Shares with respect to which the Option is being exercised over the aggregate Option Price, as determined as of the day the Option is exercised. Such tandem Stock Appreciation Right shall expire at the same time as the Option to which it pertains expires.

5.8Exercise by Successors.

An Option may be exercised, and payment in full of the aggregate Option Price made, by the Successors of the Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. Such notice shall state that the aggregate Option Price will be paid in full, or that the Option will be exercised as otherwise provided hereunder, in the discretion of the Company or the Committee, if and as applicable.

5.9Nontransferability of Option.

Each Option granted under the Plan shall be nontransferable by the Optionee except by will or the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of his death; provided, however, that the Committee may (but need not) permit other transfers, where the Committee concludes that such transferability (i) does not result in accelerated U.S. federal income taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Section 422(b) of the Code, and (iii) is otherwise appropriate and desirable; and provided, further, that in no event may an Option be transferred by the Optionee for consideration without shareholder approval.

5.10Certain Incentive Stock Option Provisions.

(a) The aggregate Fair Market Value, determined as of the date an Option is granted, of the Common Stock for which any Optionee may be awarded Incentive Stock Options which are first exercisable by the Optionee during any calendar year under the Plan (or any other stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000.

(b) If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to the expiration of either two years from the date of grant of such Option or one year from the transfer of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Optionee shall notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition and, if the Company (or any affiliate thereof) thereupon has a tax-withholding obligation, shall pay to the Company (or such affiliate) an amount equal to any withholding tax the Company (or affiliate) is required to pay as a result of the disqualifying disposition.

(c) The Option Price with respect to each Incentive Stock Option shall not be less than 100%, or 110% in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners), of the Fair Market Value of a Share on the day the Option is granted.

6.PROVISIONS APPLICABLE TO RESTRICTED STOCK.

6.1Grant of Restricted Stock.

(a) In connection with the grant of Restricted Stock, whether or not performance goals (as provided for under Section 11) apply thereto, the Committee shall establish one or more vesting periods with respect to the shares of Restricted Stock granted, the length of which shall be determined in the discretion of the Committee. Subject to the provisions of this Section 6, the applicable Award Agreement and the other provisions of the Plan, restrictions on Restricted Stock shall lapse if the Grantee satisfies all applicable employment or other service requirements through the end of the applicable vesting period. Nothing in this Section 6 shall limit the Committee’s authority, and the Committee is expressly authorized, to grant Shares which are fully vested upon grant (and for which there is no period of forfeiture), and which are subject to the rules of this Section 6.

(b) Subject to the other terms of the Plan, the Committee may, in its discretion as reflected by the terms of the applicable Award Agreement: (i) authorize the granting of Restricted Stock to Eligible Persons; (ii) provide a specified purchase price for the Restricted Stock (whether or not the payment of a purchase price is required by any state law applicable to the Company); (iii) determine the restrictions applicable to Restricted Stock and (iv) determine or impose other conditions, including any applicable performance goals, to the grant of Restricted Stock under the Plan as it may deem appropriate.

6.2Certificates.

(a) Unless otherwise provided by the Committee, each Grantee of Restricted Stock shall be issued a stock certificate in respect of Shares of Restricted Stock awarded under the Plan. Each such certificate shall be registered in the name of the Grantee. Without limiting the generality of Section 4(c), the certificates for Shares of Restricted Stock issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder

2016 Proxy Statement  A-9


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

or under the Award Agreement, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the SL Green Realty Corp. Fourth Amended and Restated 2005 Stock Option and Incentive Plan and an Award Agreement entered into between the registered owner and SL Green Realty Corp. Copies of such Plan and Award Agreement are on file in the offices of SL Green Realty Corp., at 420 Lexington Avenue, New York, New York 10170.

(b) The Committee may require that any stock certificates evidencing such Shares be held in custody by the Company until the restrictions hereunder shall have lapsed, and that, as a condition of any Award of Restricted Stock, the Grantee shall have delivered to the Company a stock power, endorsed in blank, relating to the stock covered by such Award. If and when such restrictions so lapse, the stock certificates shall be delivered by the Company to the Grantee or his or her designee as provided in Section 6.3 (and the stock power shall be so delivered or shall be discarded).

6.3Restrictions and Conditions.

Unless otherwise provided by the Committee, the Shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of the Plan and the Award Agreements, during a period commencing with the date of such Award and ending on the date the period of forfeiture with respect to such Shares lapses, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). Subject to the provisions of the Award Agreements and clause (iii) below, the period of forfeiture with respect to Shares granted hereunder shall lapse as provided in the applicable Award Agreement. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the period of forfeiture with respect to such Shares shall only lapse as to whole Shares.

(ii) Except as provided in the foregoing clause (i), below in this clause (ii), in Section 15, or as otherwise provided in the applicable Award Agreement, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the Shares and the right to receive any cash dividends currently; provided, however that, if provided in an Award Agreement, cash dividends on such Shares shall (A) be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited), or (B) treated as may otherwise be provided in an Award Agreement. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee, at the request thereof, promptly after, and only after, the period of forfeiture shall lapse without forfeiture in respect of such Shares of Restricted Stock.

(iii) Except as otherwise provided in the applicable Award Agreement, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason, during the applicable period of forfeiture, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) in the event the Grantee has paid a cash purchase price for the forfeited Shares, the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount paid by the Grantee (if any) for such forfeited Restricted Stock as contemplated by Section 6.1, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.

Notwithstanding the foregoing, cash dividends on Shares of Restricted Stock that remain subject to potential forfeiture due to failure to meet performance-based conditions (i.e., conditions other than the continued service or employment of the Grantee through a certain date) must be retained by, or repaid by the Grantee to, the Company; provided that, to the extent provided for in the applicable Award Agreement or by the Committee, an amount equal to such cash dividends retained or repaid by the Grantee may be paid to the Grantee upon the lapsing of such performance-based conditions with respect to such shares.

A-10 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

7.PROVISIONS APPLICABLE TO PHANTOM SHARES.

7.1Grant of Phantom Shares.

Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement: (i) authorize the granting of Phantom Shares to Eligible Persons and (ii) determine or impose other conditions to the grant of Phantom Shares under the Plan as it may deem appropriate.

7.2Term.

The Committee may provide in an Award Agreement that any particular Phantom Share shall expire at the end of a specified term.

7.3Vesting.

Phantom Shares shall vest as provided in the applicable Award Agreement.

7.4Settlement of Phantom Shares.

(a) Each vested and outstanding Phantom Share shall be settled by the transfer to the Grantee of one Share; provided that the Committee at the time of grant may provide that a Phantom Share may be settled (i) in cash at the applicable Phantom Share Value or (ii) in cash or by transfer of Shares as elected by the Grantee in accordance with procedures established by the Committee (taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate).

(b) Phantom Shares shall be settled with a single-sum payment by the Company; provided that, with respect to Phantom Shares of a Grantee which have a common Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures established by the Committee (taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate) to receive installment payments over a period not to exceed 10 years.

(c) (i) Unless otherwise provided in the applicable Award Agreement, the “Settlement Date” with respect to a Phantom Share is as soon as practicable after (but not later than the first day of the month to follow) the date on which the Phantom Share vests; provided that a Grantee may elect, in accordance with procedures to be established by the Committee, that such Settlement Date will be deferred as elected by the Grantee to as soon as practicable after (but not later than the first day of the month to follow) the Grantee’s Termination of Service, or such other time as may be permitted by the Committee. Unless otherwise determined by the Committee, elections under this Section 7.4(c)(i) must, except as may otherwise be permitted under the rules applicable under Section 409A of the Code, (A) be effective at least one year after they are made, or, in the case of payments to commence at a specific time, be made at least one year before the first scheduled payment and (B) defer the commencement of distributions for at least five years.

(ii) Notwithstanding Section 7.4(c)(i), the Committee may provide that distributions of Phantom Shares can be elected at any time in those cases in which the Phantom Share Value is determined by reference to Fair Market Value to the extent in excess of a base value, rather than by reference to unreduced Fair Market Value.

(iii) Notwithstanding the foregoing, the Settlement Date, if not earlier pursuant to this Section 7.4(c), is the date of the Grantee’s death.

(d) Notwithstanding the other provisions of this Section 7, in the event of a Change in Control, the Settlement Date shall be the date of such Change in Control and all amounts due with respect to Phantom Shares to a Grantee hereunder shall be paid as soon as practicable (but in no event more than 30 days) after such Change in Control, unless such Grantee elects otherwise in accordance with procedures established by the Committee.

(e) Notwithstanding any other provision of the Plan, a Grantee may receive any amounts to be paid in installments as provided in Section 7.4(b) or deferred by the Grantee as provided in Section 7.4(c) in the event of an “Unforeseeable Emergency.” For these purposes, an “Unforeseeable Emergency,” as determined by the Committee in its sole discretion, is a severe financial hardship to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee or “dependent,” as defined in Section 152(a) of the Code, of the Grantee, loss of the Grantee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Grantee. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved:

2016 Proxy Statement A-11


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

(i) through reimbursement or compensation by insurance or otherwise,

(ii) by liquidation of the Grantee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or

(iii) by future cessation of the making of additional deferrals under Section7.4 (b) and (c).

Without limitation, the need to send a Grantee’s child to college or the desire to purchase a home shall not constitute an Unforeseeable Emergency. Distributions of amounts because of an Unforeseeable Emergency shall be permitted to the extent reasonably needed to satisfy the emergency need.

7.5Other Phantom Share Provisions.

(a) Rights to payments with respect to Phantom Shares granted under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, levy, execution, or other legal or equitable process, either voluntary or involuntary; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish, or levy or execute on any right to payments or other benefits payable hereunder, shall be void.

(b) A Grantee may designate in writing, on forms to be prescribed by the Committee, a beneficiary or beneficiaries to receive any payments payable after his or her death and may amend or revoke such designation at any time. If no beneficiary designation is in effect at the time of a Grantee’s death, payments hereunder shall be made to the Grantee’s estate. If a Grantee with a vested Phantom Share dies, such Phantom Share shall be settled and the Phantom Share Value in respect of such Phantom Shares paid, and any payments deferred pursuant to an election under Section 7.4(c) shall be accelerated and paid, as soon as practicable (but no later than 60 days) after the date of death to such Grantee’s beneficiary or estate, as applicable.

(c) The Committee may establish a program under which distributions with respect to Phantom Shares may be deferred for periods in addition to those otherwise contemplated by foregoing provisions of this Section 7. Such program may include, without limitation, provisions for the crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions under which Participants may select from among hypothetical investment alternatives for such deferred amounts in accordance with procedures established by the Committee.

(d) Notwithstanding any other provision of this Section 7, any fractional Phantom Share will be paid out in cash at the Phantom Share Value as of the Settlement Date.

(e) No Phantom Share shall be construed to give any Grantee any rights with respect to Shares or any ownership interest in the Company. Except as may be provided in accordance with Section 8, no provision of the Plan shall be interpreted to confer upon any Grantee any voting, dividend or derivative or other similar rights with respect to any Phantom Share.

7.6Claims Procedures.

(a) To the extent that the Plan is determined by the Committee to be subject to the Employee Retirement Income Security Act of 1974, as amended, the Grantee, or his beneficiary hereunder or authorized representative, may file a claim for payments with respect to Phantom Shares under the Plan by written communication to the Committee or its designee. A claim is not considered filed until such communication is actually received. Within 90 days (or, if special circumstances require an extension of time for processing, 180 days, in which case notice of such special circumstances should be provided within the initial 90-day period) after the filing of the claim, the Committee will either:

(i) approve the claim and take appropriate steps for satisfaction of the claim; or

(ii) if the claim is wholly or partially denied, advise the claimant of such denial by furnishing to him a written notice of such denial setting forth (A) the specific reason or reasons for the denial; (B) specific reference to pertinent provisions of the Plan on which the denial is based and, if the denial is based in whole or in part on any rule of construction or interpretation adopted by the Committee, a reference to such rule, a copy of which shall be provided to the claimant; (C) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of the reasons why such material or information is necessary; and (D) a reference to this Section 7.6 as the provision setting forth the claims procedure under the Plan.

(b) The claimant may request a review of any denial of his claim by written application to the Committee within 60 days after receipt of the notice of denial of such claim. Within 60 days (or, if special circumstances require an extension of time for processing, 120 days, in which case notice of such special circumstances should be provided within the

A-12 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

initial 60-day period) after receipt of written application for review, the Committee will provide the claimant with its decision in writing, including, if the claimant’s claim is not approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is based.

8.PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.

8.1Grant of Dividend Equivalent Rights.

Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the Award Agreements, authorize the granting of Dividend Equivalent Rights to Eligible Persons based on the regular cash dividends declared on Common Stock, to be credited as of the dividend payment dates, during the period between the date an Award is granted, and the date such Award is exercised, vests or expires, as determined by the Committee; provided, however, that in no event may a Dividend Equivalent Right be granted in connection with an Option or a Stock Appreciation Right. Such Dividend Equivalent Rights shall be converted to cash or additional Shares by such formula and at such time and subject to such limitation as may be determined by the Committee. If a Dividend Equivalent Right is granted in respect of an Award hereunder (other than an Option or Stock Appreciation Right), then, unless otherwise stated in the Award Agreement, in no event shall the Dividend Equivalent Right be in effect for a period beyond the time during which the applicable portion of the underlying Award is in effect.

8.2Certain Terms.

(a) The term of a Dividend Equivalent Right shall be set by the Committee in its discretion.

(b) Unless otherwise determined by the Committee, except as contemplated by Section 8.4, a Dividend Equivalent Right is exercisable or payable only while the Participant is an Eligible Person.

(c) Payment of the amount determined in accordance with Section 8.1 shall be in cash, in Common Stock or a combination of the both, as determined by the Committee.

(d) The Committee may impose such employment-related conditions on the grant of a Dividend Equivalent Right as it deems appropriate in its discretion.

(e) A Dividend Equivalent Right granted with respect to an Award subject to performance-based vesting, or forfeiture based on the failure to meet performance-based conditions (i.e., conditions other than the continued service or employment of the Grantee through a certain date), may not be exercisable or payable unless and until the performance-based conditions have been met.

8.3Other Types of Dividend Equivalent Rights.

The Committee may establish a program under which Dividend Equivalent Rights of a type whether or not described in the foregoing provisions of this Section 8 may be granted to Participants. For example, and without limitation, the Committee may grant a dividend equivalent right with respect to a Phantom Share, which right would consist of the right (subject to Section 8.4) to receive a cash payment in an amount equal to the dividend distributions paid on a Share from time to time.

8.4Deferral.

The Committee may establish a program (taking into account, without limitation, the possible application of Section 409A of the Code, as the Committee may deem appropriate) under which Participants (i) will have Phantom Shares credited, subject to the terms of Sections 7.4 and 7.5 as though directly applicable with respect thereto, upon the granting of Dividend Equivalent Rights, or (ii) will have payments with respect to Dividend Equivalent Rights deferred. In the case of the foregoing clause (ii), such program may include, without limitation, provisions for the crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions under which Participants may select from among hypothetical investment alternatives for such deferred amounts in accordance with procedures established by the Committee.

9.OTHER EQUITY-BASED AWARDS

The Committee shall have the right (i) to grant other Awards based upon the Common Stock having such terms and conditions as the Committee may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of convertible preferred shares, convertible debentures and other exchangeable or redeemable securities or equity interests, and the grant of stock appreciation rights, (ii) to grant limited-partnership or any other membership or ownership interests (which may be expressed as units or otherwise) in a Subsidiary or operating or other partnership (or other affiliate of the Company), with any Shares being issued in connection with the conversion of (or other distribution on

2016 Proxy Statement A-13


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

account of) an interest granted under the authority of this clause (ii) to be subject, for the avoidance of doubt, to Section 4 and the other provisions of the Plan, and (iii) to grant Awards valued by reference to book value, fair value or performance parameters relative to the Company or any Subsidiary or group of Subsidiaries. Notwithstanding the foregoing, any cash dividends or distributions otherwise payable pursuant to an Award granted pursuant to this Section 9 that remains subject to performance-based vesting, or forfeiture based on the failure to meet performance-based conditions (i.e., conditions other than the continued service or employment of the Grantee through a certain date), must be retained by, or repaid by the Grantee to, the Company or the applicable entity granting the Award; provided that, to the extent provided for in the applicable Award Agreement or by the Committee, an amount equal to such cash dividends or distributions retained or repaid by the Grantee may be paid to the Grantee upon the satisfaction or lapsing of such performance-based conditions with respect to such Award.

10.CASH-BASED AWARDS.

Grant of Cash-Based Awards. The Committee shall have the right to grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the Grantee to a payment in cash. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and shall be made in cash.

11.PERFORMANCE GOALS.

The Committee, in its discretion, (i) may establish one or more performance goals as a precondition to the issuance or vesting of Awards, and (ii) may provide, in connection with the establishment of the performance goals, for predetermined Awards to those Participants (who continue to meet all applicable eligibility requirements) with respect to whom the applicable performance goals are satisfied. In the case of any grant intended to qualify as performance based compensation under Section 162(m) of the Code (including, for these purposes, grants constituting performance based compensation, as determined without regard to certain shareholder approval and disclosure requirements by virtue of an applicable transition rule), the Committee (i) may use one or a combination of the performance goals set forth in this Section 11; and (ii) may establish other goals (with shareholder approval of other types of goals) intended to be performance goals as contemplated by Section 162(m) of the Code and the regulations thereunder. Performance-Based Awards intended to qualify as “performance based” compensation under Section 162(m) of the Code, may be payable upon the attainment of objective performance goals that are established by the Committee and relate to one or more Performance Criteria, in each case on specified date or over any period, up to 10 years, as determined by the Committee. Performance Criteria may (but need not) be based on the achievement of the specified levels of performance under one or more of the measures set out below relative to the performance of one or more other corporations or indices. Performance goals may be absolute amounts or percentages of amounts or may be relative to the performance of other companies or of indexes. Except as otherwise expressly provided, all financial terms are used as defined under Generally Accepted Accounting Principles (“GAAP”) and all determinations shall be made in accordance with GAAP, as applied by the Company in the preparation of its periodic reports to shareholders. To the extent permitted by Section 162(m) of the Code, unless the Committee provides otherwise at the time of establishing the performance goals, for each fiscal year of the Company, the Committee may provide for objectively determinable adjustments, as determined in accordance with GAAP, to any of the Performance Criteria described above for one or more of the items of gain, loss, profit or expense: (A) determined to be extraordinary or unusual in nature or infrequent in occurrence, (B) related to the disposal of a segment of a business, (C) related to a change in accounting principle under GAAP, (D) related to discontinued operations that do not qualify as a segment of a business under GAAP, and (E) attributable to the business operations of any entity acquired by the Company during the fiscal year.

12.TAX WITHHOLDING.

12.1In General.

The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding determined by the Committee to be required by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, require the Participant to pay to the Company at such time as the Committee determines the amount that the Committee deems necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii) the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of Phantom Shares or Dividend Equivalent Rights or receipt of cash or (iv) any other applicable income-recognition event (for example, an election under Section 83(b) of the Code).

12.2Share Withholding.

(a) Upon exercise of an Option, the Optionee may, if approved by the Committee in its discretion, make a written election to have Shares then issued withheld by the Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order to satisfy the liability for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require the Optionee to satisfy such liability by having Shares then

A-14 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

issued withheld by the Company from the Shares otherwise to be received, or require the Optionee to do so, subject to the Optionee’s ability to elect to satisfy such liability in cash. In the event that the Optionee is to satisfy such liability in Shares, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable minimum withholding taxes. Where the exercise of an Option does not give rise to an obligation by the Company to withhold federal, state or local income or other taxes on the date of exercise, but may give rise to such an obligation in the future, the Committee may, in its discretion, make such arrangements and impose such requirements as it deems necessary or appropriate.

(b) Upon lapsing of restrictions on Restricted Stock (or other income-recognition event), the Grantee may, if approved by the Committee in its discretion, make a written election to have Shares withheld by the Company from the Shares otherwise to be released from restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require the Grantee to satisfy such liability by having Shares withheld by the Company from the Shares otherwise to be released from restriction, or require the Grantee to do so, subject to the Grantee’s ability to elect to satisfy such liability in cash. In the event that the Grantee is to satisfy such liability in Shares, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of the lapsing of restrictions (or other income-recognition event) sufficient to satisfy the applicable minimum withholding taxes.

(c) Upon the making of a distribution in respect of Phantom Shares or Dividend Equivalent Rights, the Grantee may, if approved by the Committee in its discretion, make a written election to have amounts (which may include Shares) withheld by the Company from the distribution otherwise to be made, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require the Grantee to satisfy such liability by having Shares withheld by the Company from the distribution otherwise to be made, or require the Grantee to do so, subject to the Grantee’s ability to elect to satisfy such liability in cash. In the event that the Grantee is to satisfy such liability in Shares, any Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of distribution sufficient to satisfy the applicable minimum withholding taxes.

(d) Upon the occurrence of any other income-recognition event with respect to an Award granted under the Plan that occurs upon or concurrently with the issuance or vesting of, or lapsing of restrictions on, Common Stock, the Grantee may, if approved by the Committee in its discretion, make a written election to have Shares withheld by the Company from the Shares otherwise to be issued, vested or released from restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require the Grantee to satisfy such liability by having Shares withheld by the Company from the Shares otherwise to be issued, vested or released from restriction, or require the Grantee to do so, subject to the Grantee’s ability to elect to satisfy such liability in cash. In the event that the Grantee is to satisfy such liability in Shares, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of such income-recognition event sufficient to satisfy the applicable minimum withholding taxes.

(e) For purposes of determining the number of Shares to be withheld or delivered to satisfy the applicable minimum withholding taxes pursuant to Section 12.2 of the Plan, the Fair Market Value of the Shares shall be calculated in the same manner as the Shares are valued for purposes of determining the amount of withholding taxes due.

(f) Notwithstanding anything to the contrary in the foregoing, the Company may withhold shares in excess of the applicable minimum withholding taxes if doing so would not cause the Plan to be subject to liability accounting under FASB ASC 718 (or any successor rule).

12.3Withholding Required.

Notwithstanding anything contained in the Plan or the Award Agreement to the contrary, the Participant’s satisfaction of any tax-withholding requirements imposed by the Committee shall be a condition precedent to the Company’s obligation as may otherwise be provided hereunder to provide Shares to the Participant and to the release of any restrictions as may otherwise be provided hereunder, as applicable; and the applicable Option, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other Award shall be forfeited upon the failure of the Participant to satisfy such requirements with respect to, as applicable, (i) the exercise of the Option, (ii) the lapsing of restrictions on the Restricted Stock (or other income-recognition event), (iii) distributions in respect of any Phantom Share or Dividend Equivalent Right or receipt of cash or (iv) any other income-recognition event with respect an Award granted under the Plan.

2016 Proxy Statement  A-15


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

13.REGULATIONS AND APPROVALS.

(a) The obligation of the Company to sell Shares with respect to an Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(b) The Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to an Award.

(c) Each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or Dividend Equivalent Rights (or issuance of Shares in respect thereof), or other Award under Section 9 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, Dividend Equivalent Rights, other Awards or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Award made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee.

(d) In the event that the disposition of stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act, and the Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that such Shares are acquired for investment only and not with a view to distribution and that such Shares will be disposed of only if registered for sale under the Securities Act or if there is an available exemption for such disposition.

(e) Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act.

14.INTERPRETATION AND AMENDMENTS; OTHER RULES.

The Committee may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting the generality of the foregoing, the Committee may (i) determine the extent, if any, to which Options, Phantom Shares or Shares (whether or not Shares of Restricted Stock) or Dividend Equivalent Rights shall be forfeited (whether or not such forfeiture is expressly contemplated hereunder); (ii) interpret the Plan and the Award Agreements hereunder, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Change in Control; and (iii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing sentence, shall be final and binding upon all persons. The Committee may, in its discretion, delegate the authority and responsibility to act pursuant to the Plan with respect to ministerial administrative matters, which actions shall at all times be subject to the supervision of the Committee, and the actions of such a delegee in accordance with the foregoing shall be considered the actions of the Committee hereunder. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant, may exercise its discretion hereunder at the time of the Award or thereafter. The Board may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously granted unless such amendments are required in order to comply with applicable laws. The Board, in its discretion, may determine to make any Plan amendments subject to approval by the Company’s stockholders for purposes of complying with applicable stock exchange requirements, ensuring that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code or ensuring that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code. Except as provided in Section 15(a) or (f), without prior stockholder approval, in no event may the Board exercise its discretion to reduce the Option Price of outstanding Options or Stock Appreciation Rights or cancel, exchange, substitute, buyout or surrender outstanding Options or Stock Appreciation Rights in exchange for cash, other awards or Options or Stock Appreciation Rights with an Option Price that is less than the Option Price of the original Options or Stock Appreciation Rights.

A-16 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

15.CHANGES IN CAPITAL STRUCTURE.

(a) If (i) the Company or its Subsidiaries shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or its Subsidiaries or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company or its Subsidiaries, or any distribution to holders of Common Stock other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Awards, then:

(x) the maximum aggregate number of Shares which may be made subject to Options and Dividend Equivalent Rights under the Plan, the maximum aggregate number and kind of Shares of Restricted Stock that may be granted under the Plan, the maximum aggregate number of Phantom Shares and other Awards which may be granted under the Plan, shall be appropriately adjusted by the Committee; and

(y) with respect to Awards issued under the Plan, the Committee shall take any such action as shall be necessary to maintain each Participants’ rights hereunder (including under their Award Agreements) with respect to Options, Phantom Shares and Dividend Equivalent Rights (and, as appropriate, other Awards under Section 9), so that they are substantially proportionate to the rights existing in such Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9) prior to such event, including, without limitation, adjustments in (A) the number of Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9) granted, (B) the number and kind of shares or other property to be distributed in respect of Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9 as applicable), (C) the Option Price and Phantom Share Value, and (D) performance-based criteria established in connection with Awards; provided that, the foregoing clause (D) shall also be applied in the case of any event relating to a Subsidiary if the event would have been covered under this Section 15(a) had the event related to the Company. For purposes of clause (x) and this clause (y), the manner in which any of the above described adjustments are made shall in all events be subject to approval of the Committee.

To the extent that such action shall include an increase or decrease in the number of Shares (or units of other property then available) subject to all outstanding Awards, the number of Shares (or units) available under Section 4 shall be increased or decreased, as the case may be, proportionately, as may be determined by the Committee.

(b) Any Shares or other securities distributed to a Grantee with respect to Restricted Stock or otherwise issued in substitution of Restricted Stock shall be subject to the restrictions and requirements imposed by Section 6, including depositing the certificates therefor with the Company together with a stock power and bearing a legend as provided in Section 6.2(a).

(c) If the Company shall be consolidated or merged with another corporation or other entity, each Grantee who has received Restricted Stock that is then subject to restrictions imposed by Section 6.3(a) may be required to deposit with the successor corporation the certificates, if any, for the stock or securities or the other property that the Grantee is entitled to receive by reason of ownership of Restricted Stock in a manner consistent with Section 6.2(b), and such stock, securities or other property shall become subject to the restrictions and requirements imposed by Section 6.3(a), and the certificates therefor or other evidence thereof shall bear a legend similar in form and substance to the legend set forth in Section 6.2(a).

(d) If a Change in Control shall occur, then the Committee, as constituted immediately before the Change in Control, may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the Change in Control, provided that the Committee determines that such adjustments do not have an adverse economic impact on the Participant as determined at the time of the adjustments.

(e) The judgment of the Committee with respect to any matter referred to in this Section 15 shall be conclusive and binding upon each Participant without the need for any amendment to the Plan.

(f) Upon the effective time of a Sale Event, with respect to Awards granted on or after December 9, 2009, at the election of the Committee, either (i) (A) such Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, (B) all such other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, (C) all such Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Committee’s discretion (to the extent not provided for in the Award) and (D) all such outstanding Awards shall terminate or (ii) such Awards shall be assumed by the successor entity and continue with appropriate adjustment pursuant to Section 15(a) above. In the event of the termination of Awards pursuant to clause (i) of the prior sentence, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation

2016 Proxy Statement  A-17


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Common Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Committee, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee effective as of the effective time of such Sale Event. For purposes of the Plan, (i) “Sale Event” shall mean (A) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (B) a merger, reorganization or consolidation in which the outstanding shares of Common Stock are converted into or exchanged for securities of the successor entity and the voting securities of the Company outstanding immediately prior to such merger, reorganization or consolidation would represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger, reorganization or consolidation or cease to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity, or (C) the sale of all of the Common Stock of the Company to an unrelated person or entity and (ii) “Sale Price” shall mean the value as determined by the Committee of the consideration payable, or otherwise to be received by stockholders, per share of Common Stock pursuant to a Sale Event.

16.MISCELLANEOUS.

16.1No Rights to Employment or Other Service.

Nothing in the Plan or in any grant made pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its shareholders to terminate the individual’s employment or other service at any time.

16.2Right of First Refusal; Right of Repurchase.

At the time of grant, the Committee may provide in connection with any grant made under the Plan that Shares received hereunder shall be subject to a right of first refusal pursuant to which the Company shall be entitled to purchase such Shares in the event of a prospective sale of the Shares, subject to such terms and conditions as the Committee may specify at the time of grant or (if permitted by the Award Agreement) thereafter, and to a right of repurchase, pursuant to which the Company shall be entitled to purchase such Shares at a price determined by, or under a formula set by, the Committee at the time of grant or (if permitted by the Award Agreement) thereafter.

16.3No Fiduciary Relationship.

Nothing contained in the Plan (including without limitation Sections 7.5(c) and 8.4), and no action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries, or their officers or the Committee, on the one hand, and the Participant, the Company, its Subsidiaries or any other person or entity, on the other.

16.4No Fund Created.

Any and all payments hereunder to any Participant under the Plan shall be made from the general funds of the Company (or, if applicable, a Participating Company), no special or separate fund shall be established or other segregation of assets made to assure such payments, and the Phantom Shares (including for purposes of this Section 16.4 any accounts established to facilitate the implementation of Section 7.4(c)) and any other similar devices issued hereunder to account for Plan obligations do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The obligations of the Company under the Plan are unsecured and constitute a mere promise by the Company to make benefit payments in the future and, to the extent that any person acquires a right to receive payments under the Plan from the Company, such right shall be no greater than the right of a general unsecured creditor of the Company. (If any affiliate of the Company is or is made responsible with respect to any Awards, the foregoing sentence shall apply with respect to such affiliate.) Without limiting the foregoing, Phantom Shares and any other similar devices issued hereunder to account for Plan obligations are solely a device for the measurement and determination of the amounts to be paid to a Grantee under the Plan, and each Grantee’s right in the Phantom Shares and any such other devices is limited to the right to receive payment, if any, as may herein be provided.

A-18 SL Green Realty Corp.


Table of Contents

APPENDIX A: SL GREEN REALTY CORP. FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

16.5Notices.

All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Board; and if to the Participant, shall be delivered personally, sent by facsimile transmission or mailed to the Participant at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 16.5.

16.6Exculpation and Indemnification.

The Company shall indemnify and hold harmless the members of the Board and the members of the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities and obligations under the Plan, to the maximum extent permitted by law.

16.7Captions.

The use of captions in this Plan is for convenience. The captions are not intended to provide substantive rights.

16.8Governing Law.

THE PLAN SHALL BE GOVERNED BY THE LAWS OF MARYLAND WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

16.9Clawback Policy.

Awards under this Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

2016 Proxy Statement  A-19


Table of Contents

APPENDIX B:
INFORMATION REGARDING CERTAIN FINANCIAL MEASURES

Below are reconciliationsis a reconciliation of income from continuing operations before equity in net income of unconsolidated joint ventures, noncontrolling interests and discontinued operationsattributable to operating income and combined same-store cash net operating incomeour stockholders to Normalized Funds from Operations, or FFO, per share for the yearstwelve months ended December31, 2015and2014, the years ended December31, 2014and2013and the years ended December31, 2013and December31, 2012(amountsDecember 31, 2023 (amounts in thousands, except per share data).

Reconciliation

​​​Twelve months
ended
December 31,
2023		​
Normalized FFO Reconciliation:​​​​​​​
Net loss attributable to SL Green common stockholders​​​$(579,509)​​
Add:​​​​​​​
Depreciation and amortization​​​​247,810​​
Joint venture depreciation and noncontrolling interest adjustments​​​​284,284​​
Net loss attributable to noncontrolling interests​​​​(42,033)​​
Less:​​​​​​​
Equity in net loss on sale of interest in unconsolidated joint venture/real estate​​​​(13,368)​​
Purchase price and other fair value adjustments​​​​(6,813)​​
Loss on sale of real estate, net​​​​(32,370)​​
Depreciable real estate reserves and impairments​​​​(382,374)​​
Depreciation on non-rental real estate assets​​​​4,136​​
FFO attributable to SL Green common stockholders and unit holders​​​$341,341​​
Add:​​​​​​​
Non-cash fair value adjustments on mark-to-market derivatives​​​​10,447​​
Loan loss and other investment reserves, net of recoveries​​​​6,890​​
Loss on early extinguishment of debt​​​​870​​
Non-recurring general and administrative charges related to the non-renewal of the Company’s former president​​​​18,700​​
Normalized FFO attributable to SL Green common stockholders and unit holders​​​$378,248​​
Basic ownership interest:​​​​​​​
Weighted average REIT common share and common share equivalents​​​​63,809​​
Weighted average partnership units held by noncontrolling interests​​​​4,163​​
Basic weighted average shares and units outstanding​​​​67,972​​
Diluted ownership interest:​​​​​​​
Weighted average REIT common share and common share equivalents​​​​64,869​​
Weighted average partnership units held by noncontrolling interests​​​​4,163​​
Diluted weighted average shares and units outstanding​​​​69,032​​
FFO per share:​​​​​​​
Basic​​​$4.98​​
Diluted​​​​4.94​​
Normalized FFO per share:​​​​​​​
Basic​​​​5.52​​
Diluted​​​​5.48​​
TABLE OF CONTENTS
​A-2​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
Below is a reconciliation of 2015 and 2014

Consolidated PropertiesSL Green’s share of
Unconsolidated Joint Ventures		Combined
  Year Ended December 31,Year Ended December 31,Year Ended December 31,
201520142015201420152014
Income from continuing operations               
before equity in net income from   
unconsolidated joint ventures, 
equity in net gain on sale of
interest in unconsolidated joint
venture/real estate, gain (loss) on
sale of investment in marketable
securities, purchase price fair value
adjustment and loss on early
extinguishment of debt$77,261$174,963——
Equity in net income from
unconsolidated joint ventures13,02826,53713,02826,537
Depreciation and amortization560,887371,61062,76660,692
Interest expense,
net of interest income323,870317,40070,01861,556
Amortization of deferred
financing costs27,34822,3775,7706,008
Loss on early extinguishment of debt(49)(32,365)——
Operating income$1,002,345$880,522$151,582$154,793
Marketing, general &
administrative expense94,87392,488——
Net operating income from 
discontinued operations48837,790——
Transaction related costs,
net of recoveries11,4308,70737372
Non-building revenue(195,944)(217,857)(25,690)(17,467)
Equity in income from    
unconsolidated joint ventures(13,028)(26,537)——
Loss on early extinguishment of debt4932,365 497 3,382
Net operating income (NOI)900,213  807,478126,426141,080$1,026,639$948,558
NOI from discontinued operations (488)(37,790)—— (488)  (37,790)
NOI from other properties/affiliates(210,584)(114,361)(44,943)(62,229)(255,527)(176,590)
Same-Store NOI$689,141$655,327$81,483 $78,851$770,624$734,178
Ground lease straight-line  
adjustment1,5951,602 ——1,5951,602
Straight-line and free rent(57,615)(46,210)(5,829)(7,471)(63,444)(53,681)
Rental income—FAS141(12,296)(16,377)(1,512)(1,607)(13,808)(17,984)
Same-store cash NOI$620,825$594,342$74,142$69,773$694,967$664,115

B-1 SL Green Realty Corp.

net income attributable to our stockholders to Normalized Funds Available for Distribution, or FAD, for the twelve months ended December 31, 2023 (amounts in thousands, except per share data).
​​​Twelve months
ended
December 31,
2023		​
Normalized Funds Available for Distribution Reconciliation:​​​​​​​
Net loss attributable to SL Green common stockholders​​​$(579,509)​​
Add:​​​​​​​
Depreciation and amortization​​​​247,810​​
Joint venture depreciation and noncontrolling interest adjustments​​​​284,284​​
Net loss attributable to noncontrolling interests​​​​(42,033)​​
Less:​​​​​​​
Equity in net loss on sale of interest in unconsolidated joint venture/real estate​​​​(13,368)​​
Purchase price and other fair value adjustments​​​​(6,813)​​
Loss on sale of real estate, net​​​​(32,370)​​
Depreciable real estate reserves and impairments​​​​(382,374)​​
Depreciation on non-rental real estate assets​​​​4,136​​
FFO attributable to SL Green common stockholders and unit holders​​​$341,341​​
Add:​​​​​​​
Non real estate depreciation and amortization​​​​4,136​​
Amortization of deferred financing costs​​​​7,837​​
Non-cash deferred compensation​​​​62,352​​
FAD adjustment for joint ventures​​​​(81,112)​​
Straight-line rental income and other non-cash adjustments​​​​(20,188)​​
Second cycle tenant improvements​​​​(52,300)​​
Second cycle leasing commissions​​​​(9,335)​​
Revenue enhancing recurring CAPEX​​​​(1,458)​​
Non-revenue enhancing recurring CAPEX​​​​(21,530)​​
Funds Available for Distribution​​​$229,743​​
Add:​​​​​​​
Non-recurring general and administrative charges related to the non-renewal of the Company’s former president​​​​18,700​​
Normalized Funds Available for Distribution​​​$248,443​​

TableBelow are reconciliations of Contents

APPENDIX B: INFORMATION REGARDING CERTAIN FINANCIAL MEASURES

Reconciliation of 2014 and 2013

Consolidated PropertiesSL Green’s share of
Unconsolidated Joint Ventures		Combined
Year Ended December 31,Year Ended December 31,Year Ended December 31,
201420132014201320142013
Income from continuing operations              
before equity in net income from
unconsolidated joint ventures, equity
in net gain on sale of interest in
unconsolidated joint venture/real
estate, gain (loss) on sale of investment
in marketable securities, purchase price
fair value adjustment and loss on early
extinguishment of debt$174,963$118,062$ —$—
Equity in net income from
unconsolidated joint ventures26,5379,92126,5379,921
Depreciation and amortization371,610324,46160,69184,403
Interest expense, net of interest income317,400310,89461,55679,896
Amortization of deferred
financing costs22,37715,8556,0089,637
Loss on early extinguishment of debt(32,365)(18,518)
Operating income$880,522$760,675$154,792$183,857
Marketing, general &
administrative expense92,48886,192——
Net operating income from 
discontinued operations37,79064,906——
Loan loss and other investment
reserves, net of recoveries————
Transaction related costs,
net of recoveries8,707 3,985372356
Non-building revenue(217,856)(201,416)(17,467)(18,451)
Equity in income from
unconsolidated joint ventures(26,537)(9,921)——
Loss on early extinguishment of debt 32,36518,5183,382—
Net operating income (NOI) 807,479722,939141,079165,762$948,558$888,701
NOI from discontinued operations(37,790)(64,906) ——(37,790) (64,906)
NOI from other properties/affiliates(111,992)(22,437) (54,941)(87,906) (166,933) (110,343)
Same-Store NOI$657,697$635,596$86,138$77,856$743,835$713,452
Ground lease straight-line adjustment1,6021,143— — 1,6021,143
Straight-line and free rent(47,886) (40,357)(8,404)(9,645)(56,290)(50,002)
Rental income—FAS141(21,578)(18,956)(1,990)(2,257)(23,568)(21,213)
Same-store cash NOI$  589,835$577,426$75,744$65,954$665,579$643,380

2016Proxy Statement B-2


Table of Contents

APPENDIX B: INFORMATION REGARDING CERTAIN FINANCIAL MEASURES

Reconciliation of 2013 and 2012

Consolidated PropertiesSL Green’s share of
Unconsolidated Joint Ventures		Combined
Year Ended December 31,Year Ended December 31,Year Ended December 31,
201320122013201220132012
Income from continuing operations              
before equity in net income from
unconsolidated joint ventures, equity
in net gain on sale of interest in
unconsolidated joint venture/real
estate, gain (loss) on sale of investment
in marketable securities, purchase price
fair value adjustment and loss (gain)
on early extinguishment of debt$142,024$79,021$ —$—
Equity in net income from
unconsolidated joint ventures9,92176,4189,92176,418
Depreciation and amortization337,692325,73784,40369,108
Interest expense,
net of interest income330,215329,89779,89686,268
Amortization of deferred
financing costs16,69519,4509,6373,859
Gain (loss) on early
extinguishment of debt(18,518)(6,978)—10,711
Operating income$818,029$823,545$183,857$246,364
Marketing, general &
administrative expense86,19282,840——
Net operating income from
discontinued operations7,54811,849——
Loan loss and other investment
reserves, net of recoveries—564——
Transaction related costs,
net of recoveries3,9875,625356960
Non-building revenue(201,416)(134,391)(18,451)(83,242)
Equity in net income from
unconsolidated joint ventures (9,921)(76,418)——
Loss (gain) on early
extinguishment of debt18,5186,978—(10,711)
Net operating income (NOI)722,937720,592165,762153,371$888,699 $873,963 
NOI from discontinued operations(7,548)(11,849)——(7,548)(11,849)
NOI from other properties/affiliates (59,448)(54,403)(64,861)(56,296)(124,309)(110,699)
Same-Store NOI$655,941  $654,340 $100,901$97,075$756,842$751,415
Ground lease straight-line adjustment5,6452,702 —  —5,6452,702
Straight-line and free rent(47,963)(56,249)(3,186) (2,842) (51,149)(59,091)
Rental income— FAS141(5,154)(10,317)(2,525)(1,411) (7,679)(11,728)
Same-store cash NOI$608,469$590,476$95,190$92,822$703,659$683,298

B-3 SL Green Realty Corp.


Table of Contents

APPENDIX B: INFORMATION REGARDING CERTAIN FINANCIAL MEASURES

Notes:

The Company presentsnet income to operating income, net operating income, same-store cash net operating income and same-store cash net operating income excluding lease termination income for the twelve months ended December 31, 2023 and 2022 (amounts in thousands).

​​​Year Ended December 31,​
​​​2023​​2022​
Operating Income and Same-store cash NOI Reconciliation​​​​​​​​​​​​​
Net loss​​​$(599,337)​​​​​(76,303)​​
Depreciable real estate reserves and impairments​​​​382,374​​​​​6,313​​
Loss on sale of real estate, net​​​​32,370​​​​​84,485​​
Purchase price and other fair value adjustments​​​​17,260​​​​​8,118​​
Equity in net loss on sale of interest in unconsolidated joint venture/real estate​​​​13,368​​​​​131​​
Depreciation and amortization​​​​247,810​​​​​216,167​​
SUMMIT Operator Tax Expense​​​​9,201​​​​​2,647​​
Amortization of deferred financing costs​​​​7,837​​​​​7,817​​
Interest expense, net of interest income​​​​137,114​​​​​89,473​​
Operating income​​​$247,997​​​​​338,848​​
Equity in net loss from unconsolidated joint ventures​​​​76,509​​​​​57,958​​
TABLE OF CONTENTS
​APPENDIX A​​A-3​
​​​Year Ended December 31,​​
​​​2023​​2022​​
Marketing, general and administrative expense​​​​111,389​​​​​93,798​​​
Transaction related costs​​​​1,099​​​​​409​​​
Loan loss and other investment reserves, net of recoveries​​​​6,890​​​​​—​​​
SUMMIT operator expenses​​​​101,211​​​​​89,207​​​
Loss on early extinguishment of debt​​​​870​​​​​—​​​
Investment income​​​​(34,705)​​​​​(81,113)​​​
SUMMIT operator revenue​​​​(118,260)​​​​​(89,048)​​​
Non-building revenue​​​​(44,568)​​​​​(47,161)​​​
Net operating income (NOI)​​​$348,432​​​​​362,898​​​
Equity in net loss from unconsolidated joint venture​​​​(76,509)​​​​​(57,958)​​​
SLG share of unconsolidated JV depreciation and amortization​​​​266,340​​​​​241,127​​​
SLG share of unconsolidated JV amortization of deferred financing costs​​​​12,005​​​​​12,031​​​
SLG share of unconsolidated JV interest expense, net of interest income​​​​272,217​​​​​209,182​​​
SLG share of unconsolidated JV loss on early extinguishment of debt​​​​—​​​​​325​​​
SLG share of unconsolidated JV investment income​​​​(1,271)​​​​​(1,420)​​​
SLG share of unconsolidated JV non-building revenue​​​​(14,336)​​​​​(7,232)​​​
NOI including SLG share of unconsolidated JVs​​​$806,878​​​​​758,953​​​
NOI from other properties/affiliates​​​​(110,012)​​​​​(69,939)​​​
Same-Store NOI​​​$696,866​​​​​689,014​​​
Straight-line and free rent​​​​(10,049)​​​​​(5,933)​​​
Amortization of acquired above and below-market leases, net​​​​53​​​​​(22)​​​​​
Operating lease straight-line adjustment​​​​815​​​​​815​​​
SLG share of unconsolidated JV straight-line and free rent​​​​(20,087)​​​​​(48,207)​​​
SLG share of unconsolidated JV amortization of acquired above and below-market leases, net​​​​(17,938)​​​​​(17,598)​​​
SLG share of unconsolidated JV ground lease straight-line adjustment​​​​678​​​​​770​​​
Same-store cash NOI​​​$650,338​​​​​618,839​​​
Lease termination income​​​​(3,622)​​​​​(1,199)​​​
SLG share of unconsolidated JV lease termination income​​​​(2,265)​​​​​(8,515)​​​
Same-store cash NOI excluding lease termination income​​​$644,451​​​​​609,125​​​
​
Notes:
Funds from Operations and Normalized Funds from Operations
Funds from Operations, or FFO, is a widely recognized non-GAAP financial measure of REIT performance. We compute FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. We also use FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an
TABLE OF CONTENTS
​A-4​​SL GREEN REALTY CORP. 2024 PROXY STATEMENT​
indication of our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
We also present Normalized FFO, defined as FFO excluding the impact of discrete transactions (set forth in the table above) that impacted FFO in 2023, which we present to enhance the comparability of our FFO across periods.
Funds Available for Distribution and Normalized Funds Available for Distribution
Funds Available for Distribution, or FAD, is a non-GAAP financial measure that is calculated as FFO plus non-real estate depreciation, allowance for straight line credit loss, adjustment for straight line operating lease rent, non-cash deferred compensation, and pro-rata adjustments for these items from the Company’s unconsolidated JVs, less straight line rental income, free rent net of amortization, second cycle tenant improvement and leasing costs, and recurring capital expenditures.
FAD is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined in accordance with GAAP. FAD is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to fund its dividends. Because all companies do not calculate FAD the same way, the presentation of FAD may not be comparable to similarly titled measures of other companies. FAD does not represent cash flow from operating, investing and finance activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity.
We also present Normalized FAD, defined as FAD excluding the impact of discrete transactions (set forth in the table above) that impacted FAD in 2023, which we present to enhance the comparability of our FAD across periods.
Same-Store Cash Net Operating Income
Net Operating Income, or NOI, is a non-GAAP financial measure that is calculated as operating income before transaction related costs, gains/losses on early extinguishment of debt, marketing general and administrative expenses and non-real estate revenue. Cash NOI is also a non-GAAP financial measure that is calculated by subtracting free rent (net of amortization), straight-line rent, and the amortization of acquired above and below-market leases from NOI, while adding operating lease straight-line adjustment and the allowance for straight-line tenant credit loss.
We present NOI and Cash NOI because we believe that these measures, when taken together with the corresponding GAAP financial measures and reconciliations, provide investors with usefulmeaningful information regarding the operating performance of propertiesour properties. When operating performance is compared across multiple periods, the investor is provided with information not immediately apparent from net income that are comparable for the periods presented. For properties owned since January1,2011and still ownedis determined in accordance with GAAP. NOI and Cash NOI provide information on trends in the same manner atrevenue generated and expenses incurred in operating our properties, unaffected by the endcost of the current quarter, the Company determines same-storeleverage, straight-line adjustments, depreciation, amortization, and other net operating income by subtracting same-store property operating expenses and ground rent from same-store recurring rental and tenant reimbursement revenues. Same-store cash net operating income is derived by deducting same-store straight lineand free rent from, and adding same-store tenant credit loss allowance to, same-store net operating income. The Company’s share of unconsolidated joint venture net operating income, same-store net operating income and same-store cash net operating income is calculated in the same mannercomponents. We use these metrics internally as noted above, but includes just the Company’s pro-rata share of the total amounts. Combined net operating income, same-store net operating income and same-store cash net operating income are calculated by combining the Company’s consolidated amount with the Company’s share of unconsolidated joint venture amounts for each measure.performance measures. None of these measures is an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.

2016Proxy Statement B-4

Same-Store refers to properties owned in the same manner during both the current and prior year, excluding development and redevelopment properties that are not stabilized for both the current and prior year.
SLG Share of Unconsolidated JV is computed by multiplying the referenced line item by the Company’s percentage ownership or economic interest in the respective joint ventures and may not accurately depict the legal and economic implications of holding a non-controlling interest in the respective joint ventures.

Table of ContentsTABLE OF CONTENTS
























[MISSING IMAGE: lg_slgreen-4c.jpg]
SL Green Realty Corp.
One Vanderbilt Avenue,
New York, NY 10017
212 594 2700 | slgreen.com

Table of ContentsTABLE OF CONTENTS

SL

[MISSING IMAGE: px_24slgreenproxy01pg01-bw.jpg]
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV39705-P07048For Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !SL GREEN REALTY CORP.
420 LEXINGTON AVE.
NEWCORP.ONE VANDERBILT AVENUENEW YORK, NY 10170

AUTHORIZE100171. Election of DirectorsNominees:The Board of Directors recommends you vote FOR thefollowing:1b. Carol N. Brown1a. John H. Alschuler1c. Lauren B. Dillard1d. Stephen L. Green1e. Craig M. Hatkoff1g. Andrew W. Mathias1f. Marc Holliday2. To approve, on a non-binding advisory basis, our executivecompensation.The Board of Directors recommends you vote FOR thefollowing proposals:NOTE: The proxies are authorized to vote in their discretionupon such other business as may properly come before theAnnual Meeting, including any adjournments or postponementsthereof.The undersigned hereby acknowledge(s) receipt of the Noticeof the Annual Meeting of Stockholders, the terms of which areincorporated herein by reference, and revoke(s) any proxy orproxies heretofore given with respect to the Annual Meeting.This proxy may be revoked at any time prior to the timevoting is declared closed by giving the corporate secretary ofSL Green Realty Corp. written notice of revocation or by asubsequently dated proxy, or by casting a ballot at the AnnualMeeting.This solicitation of proxies is made by and on behalf of theBoard. The validity of this proxy is governed by the MarylandGeneral Corporation Law and applicable federal securities laws.This proxy does not revoke any prior powers of attorney exceptfor prior proxies given in connection with the Annual Meeting.3. To ratify the appointment of Deloitte & Touche LLP asour independent registered public accounting firm forthe fiscal year ending December 31, 2024.SL GREEN REALTY CORP.SCAN TOVIEW MATERIALS & VOTE wAUTHORIZE YOUR PROXY BY INTERNET -www.proxyvote.com
Use www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up untilofinformation. Vote by 11:59 P.M.p.m. Eastern Time the day before the cut-off date or meeting date.on June 2, 2024. Have your proxy cardproxycard in hand when you access the web site and follow the instructions to obtain yourobtainyour records and to create an electronic voting instruction form.

AUTHORIZEform.AUTHORIZE YOUR PROXY BY PHONE - 1-800-690-6903
Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:instructions. Vote by11:59 P.M.p.m. Eastern Time the day before the cut-off date or meeting date.on June 2, 2024. Have your proxy card in hand when youwhenyou call and then follow the instructions.

AUTHORIZEinstructions.AUTHORIZE YOUR PROXY BY MAIL
Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we havewehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.











TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E07962-P73856         KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

SL GREEN REALTY CORP.

The Board of Directors recommends you vote FOR
the following:

1.     Election of Directors
Nominees:ForAgainstAbstain
1a.     Edwin Thomas Burton, III☐☐☐
1b.Craig M. Hatkoff☐☐☐
1c.Andrew W. Mathias☐☐☐

The Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain
2.     To approve, on a non-binding advisory basis, our executive compensation.☐☐☐
3.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.☐☐☐
4.To approve our Fourth Amended and Restated 2005 Stock Option and Incentive Plan.☐☐☐
5.To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

The undersigned hereby acknowledge(s) receipt of the Notice of the Annual Meeting of Stockholders, the terms of which are incorporated herein by reference, and revoke(s) any proxy or proxies heretofore given with respect to the Annual Meeting. This proxy may be revoked at any time prior to the time voting is declared closed by giving the corporate secretary of SL Green Realty Corp. written notice of revocation or by a subsequently dated proxy, or by casting a ballot at the Annual Meeting.

This solicitation of proxies is made by and on behalf of the Board. The validity of this proxy is governed by the Maryland General Corporation Law and applicable federal securities laws. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

TABLE OF CONTENTS

Table of Contents









[MISSING IMAGE: px_24slgreenproxy01pg02-bw.jpg]
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
Meetingto be Held on June 3, 2024: The Notice and Proxy Statement and 2023 Annual Report are available at www.proxyvote.com.









E07963-P73856



SLatwww.proxyvote.com. V39706-P07048SL GREEN REALTY CORP.
THISCORP.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TheDIRECTORSThe undersigned stockholder(s) hereby appoint(s) Stephen L. GreenMarc Holliday and Andrew S. Levine, or either of them, as proxies, each with the power to appoint his substitute and hereby authorize(s) them to represent and to vote as designated on the reverse side of this ballot all of the shares of Common Stock of SL GREEN REALTY CORPCORP. that the stockholder(s) is/are entitled to vote at the AnnualtheAnnual Meeting of Stockholders to be held at The Grand Hyattthe Auditorium at One Vanderbilt, One Vanderbilt Avenue, New York, 109 East 42nd Street, New York, New YorkNY 10017 at 10:00 A.M., local timeEastern Time on Thursday,Monday, June 2, 20163, 2024 and any adjournment or postponement thereof.

THISthereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S) AND IN THE DISCRETION OF THE PROXYHOLDER ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES LISTED ON THE REVERSE SIDE HEREOF, AND FOR PROPOSALS 2 3 AND 4.

PLEASE3.PLEASE MARK, SIGN AND DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

ContinuedENVELOPE.Continued and to be signed on reverse side



0001040971 7 2023-01-01 2023-12-31