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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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)

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2016

Proxy

Statement

April 22, 2016

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2016 PROXY STATEMENT HIGHLIGHTSLETTER TO STOCKHOLDERS

During2015,Dear Fellow Stockholders,

The year 2022 marked many important milestones - SL Green celebrated its 25th anniversary as a publicly traded company on the New York Stock Exchange, our CEOrecently opened skyline-defining tower, One Vanderbilt, is nearing full occupancy and otherour immersive observatory experience, SUMMIT One Vanderbilt, welcomed its 1 millionth guest, ahead of expectations. These achievements are a direct reflection of the dedication and hard work of our incredible workforce.

Our investment in the future is underscored by ESG principles, and our portfolio continues to build long-term value that benefits our shareholders, tenants, employees, and community. One Vanderbilt is the first building in the world to simultaneously achieve LEED v3 Platinum and v4 Gold certification, setting the standard in responsible development and tenant wellness. We apply these same principles to our latest project, the transformative redevelopment of a historical asset, One Madison, where we demonstrate that existing buildings can also achieve the highest levels of sustainability.

SL Green’s ESG leadership is a reflection of the Board’s effective risk oversight to safeguard stockholder assets and drive value creation. The Board continues to oversee the execution of decarbonization strategies to reduce SL Green’s environmental footprint and optimize our energy portfolio’s efficiency. To advance these efforts, the Company developed a GHG Emissions Reduction Plan in line with the 1.5°C pathway, which recently received validation from the Science Based Targets initiative (SBTi). Our status as an industry leader in ESG is validated by our performance in the Dow Jones Sustainability Indexes – our 2022 score increased from 64 to 68 against the peer average of 21, placing us in the top 10% of our global peers and positioning us as an S&P Global Sustainability Yearbook member for 2023.

Vital to the Board’s oversight responsibilities is ongoing outreach and responsiveness to our stockholders. In 2022, in response to stockholder feedback, we appointed Carol Brown as an independent director to our Board, enhancing the Board’s diversity of background, skills and experience. Further, we enhanced our proxy disclosure, adding a director-by-director skills matrix and expanded our executive officers led uscompensation discussion. Delivering on public commitments made in May 2022, the Compensation Committee enhanced executive compensation and incentive design.

SL Green continued to achieve strong operationalexpand its philanthropic work to support the New York City community. This includes our work with the two organizations we established to support residents—Food1st and financial results, including the following:SUMMIT Foundation. From inception in 2020, Food1st has served over 1 million meals to food-insecure New Yorkers and the SUMMIT Foundation has invested 1% of gross ticket sales to New York focused charities and organizations. In 2022, SL Green also provided employment, training, and mentorship to New York City youth. We were honored with the 2022 Employer of the Year award by the Mayor’s Fund to Advance New York City in recognition of our participation in the city’s Summer Youth Employment Program and our focus on providing enrichment opportunities to New York City students.

The SL Green Board will continue to provide robust oversight and execution of the Company’s strategic priorities. We are proud of our reputation as a responsible corporate citizen and will work tirelessly to create long-term, sustainable stockholder value.

Sincerely,

John H. Alschuler	Growth in FFO Per ShareBetsy S. Atkins	Carol N. Brown
Lead Independent Director	Independent Director	Independent Director
Funds From Operations Per Share ($) 23.6%overall growth in FFO per share since 2013 More than doublethe average of our office REIT peers over the same period Edwin T. Burton, III	Lauren B. Dillard	Stephen L. Green
Independent Director	Independent Director	Director and Chairman Emeritus
Craig M. Hatkoff	Marc Holliday	John S. Levy
Independent Director	Chairman of the Board of Directors and Chief Executive Officer	Independent Director
Andrew W. Mathias
	Same-store Net Operating Income
	Year-over-year ($ millions) 4.6%growth, which built on 3.0%President 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
	Director

2016 Proxy Statement  1

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OUR TRACK RECORD OF RESPONSIVENESS

2016Our Board has always valued stockholder feedback and has over the last few years embarked on a robust stockholder outreach program. 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.

		Board Composition & Corporate Governance		Executive Compensation		Environmental & Social
		✓Amended bylaws to permit stockholders to amend bylaws by a majority vote ✓Lauren Dillard appointed Compensation Committee Chair ✓Craig Hatkoff appointed chair of Nominating and Governance Committee		✓Retroactively reduced CEO base salary ✓Announced reduction of Director Compensation effective 2019		✓Committed to reduce GHG emission intensity 30% by 2025 ✓Achieved a “B” CDP score as first-time reporter ✓Awarded NYC’s “Changemaker Award” for volunteerism & philanthropy
		✓Transition of Stephen L. Green from Chairman to “Chairman Emeritus”		✓Simplified pay plan by reducing elements from seven to four ✓Eliminated retesting, guaranteed equity grants and discretionary components and replaced with performance driven incentives ✓Added three-year absolute and relative TSR modifier to extend performance period		✓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
		✓Completed declassification of the Board with all directors elected for one-year terms for the first time ✓Activated existing Pandemic Response Plan to ensure buildings remained accessible to essential workers during the onset of the COVID-19 pandemic		✓Compensation Committee determined to make no adjustments to preset 2020 performance goals despite Company providing pandemic-related revised guidance ✓Compensation Committee utilized discretion to align pay to reflect management’s performance during the pandemic		✓Launched not-for-profit Food 1st to serve first responders and food-insecure New Yorkers, while revitalizing NYC’s restaurants ✓Invested $220M in public transit improvements in and around Grand Central Terminal ✓Released first formal SASB disclosures
		✓Committed to enhancing board diversity by 2022 annual meeting		✓CEO performance incentives realigned with pre-pandemic structure ✓Committed to not make discretionary, one-time awards absent extraordinary circumstances with appropriate transparency		✓Signatory to TCFD and published first formal TCFD report ✓Donated $6M to more than 70 not-for-profit organizations
		✓Appointed Carol Brown, enhancing Board diversity ✓Disclosed board succession planning related to John Levy’s retirement and termination of Chairman Emeritus’ retainer ✓Disclosed director-by-director skills matrix		✓Regarding 2023 pay, committed to reduce discretion in bonuses for all NEOs ✓Include a vesting cap for performance-based equity awards (in the event of negative multi-year TSR) ✓Eliminate automobile allowances ✓Intend to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President		✓Developed and validated science-based emission reduction for scope 1 and 2 targets in line with 1.5°C pathway ✓Expanded scope 3 disclosures and committed to reduction through SBTi ✓Increased ethnic/racial diversity of all newly hired employees in 2022 to 76% ✓Committed to implementing diversity focused recruitment platform

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2023 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

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BUSINESS OVERVIEW AND HIGHLIGHTS

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STOCKHOLDER-FRIENDLY CORPORATE
GOVERNANCE & INDEPENDENT OVERSIGHT

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

		Diversity
		Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender
		50%
		of our independent Board nominees are diverse, including gender and racial/ethnic diversity
Outperformance Plans – relative TRS component incorporated; robust performance hurdles used; no single trigger acceleration		Experience
		Our Board nominees have broad experience serving on public boards in industries relevant to the Company
		56%
		of our Board nominees currently serve or have served on the Boards of other publicly traded companies
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 OfficerLeadership
	In February 2016, we entered into a new employment agreement with ourOur Board nominees have strong corporate leadership backgrounds such as being CEO, which included the following key provisions:	CFO or holding other Executive positions
	✓
		89%
		Three-year term with no automatic renewals ✓Reasonable cash severance multiples (1x without changeof our Board nominees currently serve or have served as CEO or in control; 3x with change in control)senior leadership positions ✓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.Annual Director Elections

---

Our directors are elected for one-year terms.

TableMajority 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 Contentsall the votes cast with respect to a nominee’s election is required for such nominee to be elected to serve on the Board.

2016 PROXY STATEMENT HIGHLIGHTSFurther, we have adopted a director resignation policy for directors who fail to receive majority support.

Corporate Governance Highlights

		Stockholder EngagementAmendments to Bylaws
		SinceWe provide stockholders the right to amend our 2015 annual meeting, members of our senior management team and our Lead Independent Director engaged with many of our largest institutional investors, representingbylaws by a majority vote without any ownership of more than 65% of our outstanding common stock.	or holding period limitations.

	Proxy Access
	In March 2016, we adopted a proxy access bylaw which permits:	Proxy Access
	A stockholder (or (or a group of up to20 stockholders)		3% / 3-years Owningstockholders) owning 3% or more of our outstanding common stock continuously for at least three3 years		2 candidates / 20% To 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 bylawsbylaws.

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Compensation Program Highlights

Simplified Pay Elements with Continued Emphasis on At-Risk Compensation

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

	Pay Element	Key Characteristics
	Annual Base Salary	Represents the only fixed component
	Annual Cash Bonus	Determined 100% formulaically for both our CEO and President and, beginning in 2023, 60% formulaically for our CFO, based on weightings that directly correspond to our strategy
	Performance-Based Equity Awards	Awards are (i) 50% based on performance against annual operating goals, subject to a modifier based on absolute TSR over a three-year performance period and (ii) 50% based on relative TSR over a three-year performance period
	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

Continued Commitment to Strengthening Performance-Based Executive Compensation

In direct response to stockholder feedback received during our 2022 fall and winter outreach to stockholders, the Compensation Committee:

Majority of 2022 Pay at Risk

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Key ESG Achievements

ESG Leadership			Industry Leadership			Building Certifications			Awards & Accolades
Highest Scoring U.S. Office REIT			Public Commitment to SBTi			11 Buildings and 10M SF			Partner of the Year Sustained Excellence 2018-2022
Top 20% of all GRESB Participants			Early Adopter for Global Risk Disclosure			22 Buildings and 20M SF			FTSE4Good Index Constituent 2020-2022
Top 25% of all Residential & Commercial REITs			SASB Real Estate Standards Release, 2021-2022			25 Buildings and 23M SF			2022 Earth Award, 11 Madison
R-FactorTM Score Outperformer 2020-2022			Net Zero by 2050 Goal — Aligned			1 WELL v2 Platinum			Gold Level 2020-2023
2022 Score Increased from 64 to 68 Against Peer Average of 21 (as of 12/1/22)
6 Certified Buildings	Majority Voting		Director Succession Planning Changemaker Award 2018-2022
Top 10 ESG Disclosure Score Among REITs Listed on Russell 1000 Index	In March2016, we implemented a majority voting standard for director elections.		We remain focused on refreshing the membership 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 in2011 andBetsy Atkins in2015. We also intend to identify and have anew independent director join the Board in2017.

	Sustainability24 LEED Certified Buildings (see p. 43 for details)
		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 Partner2022 Employer of the Year for our efforts to strategically manage
Low-Risk ESG Risk Rating						28 Certified Buildings			2022 Real Estate 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 available on our website at http://www.slgreen.com/sustainability. Construction Council Gala Honoree —Edward V. Piccinich

2016 Proxy Statement  3

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2016 PROXY STATEMENT 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.

	Responsible Grant Practices
		✓All full-value equity awards have vesting of at least three years and 100% of CEO’s full-value awards are, and will be, performance-based (in each case, other than equity awards granted 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
			SL GREEN REALTY CORP. One Vanderbilt Avenue New York, New York 10017-3852

4  SL Green Realty Corp.

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date & Time June 5, 2023 10:00 AM, Eastern Time

Location The auditorium at One Vanderbilt Avenue, New York, New York

Record Date March 31, 2023

Dear Stockholder:

You are invited to attend the2016the 2023 annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on Thursday, June2, 2016 at10:June 5, 2023 at 10:00 a.m., local time,Eastern Time in the auditorium at The Grand Hyatt New York,109 East42nd Street,One Vanderbilt Avenue, New York, New York,10017. TheYork. We strongly encourage you to vote your shares by proxy prior to the annual meeting.

Items of Business- the annual meeting will be held for the following purposes:

1.
To elect the three Class Inine director nominees named in the proxy statement to serve on the Board of Directors for a three-yearone-year term and until their successors are duly elected and qualify;
2.qualify PAGE 9 ►	To hold an advisory vote on executive compensation;
3.compensation PAGE 41 ►	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and2023 PAGE 81 ►		To hold an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years PAGE 83 ►
4.	To approve our Fourth Amended and Restated 2005 Stock Option and Incentive Plan.

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.

Vote FOR 

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 31, 2016 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.

New York, New York
April22, 2016

	Voting	Vote FOR		Vote FOR		Vote for ONE YEAR

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 31, 2023 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, Andrew S. Levine Secretary New York, New York April 21, 2023 Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 5, 2023.This proxy statement and our 2022 Annual Report to Stockholders are available at http://www.proxyvote.com		Voting Your vote is very important to us. Please vote as soon as possible by one of the methods shown below:
			By Internet Visit www.proxyvote.com		By Telephone Call 1-800-454-8683
			By Tablet or Smartphone Scan this QR code to vote with your mobile device
		Whether or not you plan to attend the annual meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone: 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 viatelephone by following the Internet or by telephone you must have the stockholder identification number that appearsinstructions on the enclosedwebsite indicated in the Notice of Internet Availability of Proxy Materials.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 followinga bank, broker or other nominee, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meetingyou receive from your bank, broker or other nominee to be Held on June 2, 2016.have your shares voted.

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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

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TABLE OF CONTENTS

2016LETTER TO STOCKHOLDERS
2023 PROXY STATEMENT HIGHLIGHTS			12
Business Highlights			1
Executive Compensation Highlights			2
Corporate Governance Highlights		3
Equity Plan Highlights		4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		57
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			79
Proposal 1: Election of Directors		79
Information Regarding the Director Nominees		10
Board Structure and Independence			1223
Board Committees			1325
Corporate Governance			1529
Director Compensation		38
EXECUTIVE OFFICERS		1740
EXECUTIVE COMPENSATION		41
Executive Officers		19
EXECUTIVE COMPENSATION		20
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers		2041
Compensation Committee Report			20
Compensation Discussion and Analysis		2042
Executive Compensation TablesCommittee Report			3865
Executive Compensation Tables		66
AUDIT COMMITTEE MATTERS			4880
Audit Committee Report		80
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm		4881
Audit Committee Report			48
Fee Disclosure		49
Pre-Approval Policies and Procedures of our Audit Committee		4982
APPROVAL OF OUR FOURTH AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLANFee Disclosure		82

OTHER PROPOSALS		5083
Proposal 4: ApprovalNon-Binding, Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of Our Fourth Amended and Restated 2005 Stock Option and Incentive PlanNamed Executive Officers		5083
STOCK OWNERSHIP INFORMATION		84
Shares Available for Issuance			50
Burn Rate		51
Summary of Material Amendments		51
Summary of the Provisions of Our Fourth Amended and Restated 2005 Stock Option and Incentive Plan		52
Material U.S. Federal Income Tax Consequences		55
New Plan Benefits		56
STOCK OWNERSHIP INFORMATION		57
Executive and Director Stock Ownership Guidelines		57
Security Ownership of Certain Beneficial Owners and Management		5784
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports			5986
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			6087
OTHER INFORMATION			62
Questions and Answers About the Annual Meeting		62
Other Matters		64
APPENDICES
Appendix A: SL Green Realty Corp. Fourth Amended and Restated 2005 Stock Option and Incentive PlanOTHER INFORMATION			A-190
Appendix B: Information Regarding Certain Financial MeasuresQuestions and Answers about the Annual Meeting		90
Other Matters		B-193
APPENDIX A		A-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.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We are committed to operating our business under strong and accountable corporate governance practices. You are encouraged to visit the “Investors—Corporate Governance” 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. 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., 420 Lexington Avenue, New York, New York 10170-1881, Attention: Investor Relations. Additional information relating to the corporate governance of the Company also is included in other sections of this proxy statement.

ProposalPROPOSAL 1: Election of Directors

At the annual meeting, three directors will be elected to serve until the 2019annual meeting and until their successors are duly elected and qualify. ELECTION OF DIRECTORS

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Edwin Thomas Burton, III, Craig M. Hatkoff, and Andrew W. Mathiasnine directors for election to serve as its Class I directors. Messrs. Burton, Hatkoff,until the 2024 annual meeting of stockholders and until their successors are duly elected and qualify.

●John H. Alschuler ●Betsy S. Atkins ●Carol N. Brown

●Edwin T. Burton, III ●Lauren B. Dillard ●Stephen L. Green

●Craig M. Hatkoff ●Marc Holliday ●Andrew W. Mathias

Each of the nominees is currently are serving as Class I directors. Each of Messrs. Burton, Hatkoff,a director, 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 Mathiasthe 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.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. Alschuler, Burton, Green, Hatkoff, Holliday and Mathias.Mathias and Mses. Atkins, Brown and Dillard.

Information Regarding the Nominees and the Continuing DirectorsTable of Contents

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 20162023 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, based upon information furnished by each director.

*     Independent Director

2016 Proxy Statement  7

Other Current Public Board Directorships

Committee Memberships

Name

Age

Independent

Director Since

AC

CC

NCGC

EC

John H. Alschuler

●Xenia Hotels and Resorts ●The Macerich Company

75

1997

M

M

Betsy S. Atkins

●Wynn Resorts Ltd. ●Enovix Corporation ●Solaredge Technologies, Inc.

69

2015

M

M

Carol N. Brown

53

2022

M(1)

M

Edwin T. Burton, III

80

1997

C

M

Lauren B. Dillard

47

2016

M

C

Stephen L. Green

85

1997

M

Craig M. Hatkoff

●Jaguar Global Growth Corporation I

69

2011

M

C

Marc Holliday

56

2001

C

Andrew W. Mathias

49

2014

M(2)

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Class I Nominees—Terms Will Expire in 2019

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 Attributes		Director Since:1997 Age:73IndependentAlschuler	Atkins	Brown	Burton, III	Dillard	Green	Hatkoff	Holliday	Mathias
	Executive Leadership
	Finance/Capital Markets
	Risk Management
	Public Company Board Service/ Corporate Governance
	REIT/Real Estate Industry
	Experience Over Several Business Cycles
	Talent Management
	Academia
	Accounting
	Government/Regulatory Experience
	Technology/Cybersecurity
	Diversity

Our Board currently includes three female directors, including one racially/ethnically diverse director.

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Director Nominees

Mr. BurtonAlschuler’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.
Professional Experience ●Executive Chairman of Therme Group US, an entity 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
	Executive Leadership		Finance/Capital Markets
	Risk Management		Public Company Board Service/ Corporate Governance
	REIT/Real Estate Industry		Experience Over Several Business Cycles
	Talent Management		Academia
	Government/Regulatory Experience

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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.
Professional Experience ●Chief Executive Officer of Baja Corp, an independent venture capital firm focused on technology, renewable energy and life sciences industries, since 1994 ●Chief Executive Officer and Chairman of the Board of Directors of Clear Standards, Inc., a provider of energy management solutions, from February 2009 to August 2009, when Clear Standards was acquired by SAP AG, a business software company ●Chairman and Chief Executive Officer of NCI, Inc., a functional food/nutraceutical company, from 1991 to 1993 ●Co-founded Ascend Communications, Inc. in 1989, member of its Board of Directors and Executive Vice President of sales, marketing, professional services and international operations prior to its acquisition by Lucent Technologies ●Formerly an advisor to SAP SE, an advisor to British Telecom and a presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee ●Former member of the Board of Directors of Covetrus, Inc., February 2019 to September 2019; Schneider Electric, SA, April 2011 to April 2019; Cognizant Technology Solutions Corporation, April 2017 to October 2018; HD Supply, Inc., September 2013 to April 2018; Polycom, Inc., 1999 to April 2016; Darden Restaurants, Inc., October 2014 to September 2015 ●B.A. from the University of Massachusetts Other Public Board Directorships ●Enovix Corporation since July 2021 ●Solaredge Technologies, Inc. since June 2021 ●Wynn Resorts Ltd. since April 2018
Skills, Experiences and Attributes
	Executive Leadership		Finance/Capital Markets
	Risk Management		Public Company Board Service/ Corporate Governance
	Experience Over Several Business Cycles		Accounting
	Technology/Cybersecurity		Diversity

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

(1)	If Ms. Brown is reelected, she will join the Compensation Committee, effective as of the date of the annual meeting.

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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.
Professional Experience ●Professor of Economics at the University of Virginia andsince 1988; 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 memberEconomics ●Consultant to numerous companies on investment strategy and investment banking ●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 2001 ●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 1987Divisions from 1994 to 1994, Mr. Burton served as 1995 ●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 consultantactivities from 1987 to 1994 ●Consultant to the American Stock Exchange from 1985 untilto 1986 and a senior ●Senior vice president with Smith Barney (or its corporate predecessor) from 1976 until 1984. Since 2004, Mr. Burton has served as a memberto 1984 ●Member of the Board of Directors of Chase Investors, a privately-held registered investment advisor. Mr. Burton also has served as aadvisor, since 2004 ●Former 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 company ●B.A. degree in Economics from Rice University and a Ph.D. degree in Economics from Northwestern University. University
Skills, Experiences and Attributes
	Executive Leadership		Finance/Capital Markets
	Risk Management		Public Company Board Service/Corporate Governance
	Experience Over Several Business Cycles		Academia
	Accounting

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

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In addition to his experience in academia as a seasoned professor of economics,industry-wide reputation, Mr. Burton’sGreen’s extensive skills and experience in corporate governance, financial, compensationreal estate, including founding our predecessor, provide him with invaluable knowledge of and legal matters allow himexpertise in our business and industry. This experience, particularly his experience having led our predecessor and the Company, contributes depth and context to provide valuable financial expertise and insights intothe Board’s discussions of the Company’s business.
Craig M. Hatkoff		Director Since:2011 Age:62Independent
					Mr. HatkoffProfessional 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 Vice 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 Trust, Inc., a real estate investment management company that was listed onCorp. 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 Stock Exchange, or NYSE, and one ●Member 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 wasof Streetsquash, Inc., a trusteeSection 501(c)(3) tax-exempt organization ●Previously member of the New York City School Construction Authority, the agency responsible for the constructionBoard of all public schools in New York City. Mr. Hatkoff was a founder and a managing partnerDirectors of Victor Capital Group, L.P.Stemedica Cell Technologies, Inc., from 1989 until its acquisition in 1997 by Capital Trust, Inc. Previously, he spent 11 years at Chemical Bank, including as co-headAugust 2007 to April 2009; Chairman of the real estate investment banking unit, where he was a pioneer in commercial mortgage securitization. Mr. Hatkoff is a co-founderReal Estate Board of the Tribeca Film Festival. Mr. Hatkoff is also Chairman of Turtle Pond Publications LLC, which is active in children’s publishingNew York’s Tax Committee ●B.A. degree from Hartwick College and entertainmentJ.D. degree from Boston College Law School
Skills, Experiences 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 ColumbiaAttributes
	Executive Leadership		Finance/Capital Markets
	Risk Management		REIT/Real Estate Industry
	Experience Over Several Business School, where he teaches courses on entrepreneurshipCycles		Talent Management
	Government/Regulatory Experience

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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 currentprior 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.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Andrew W. Mathias		Presidentsince:April2007Director Since:June2014Age:42
		Mr. Mathias joined the Company in March 1999 as
Professional Experience ●Vice President and was promoted to DirectorChairman 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., 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 predecessor,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. Mr. Mathias also worked onfrom 1989 until its acquisition by Capital Trust, Inc. in 1997 ●Former co-head of the high yieldreal 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 restructuring deskentertainment, and private investor in other entrepreneurial ventures ●Adjunct Professor at Bear StearnsColumbia Business School ●Member of the Board of Directors of Mandela Institute for Humanity ●Former member of the Board of Directors of Taubman Centers, Inc., 2004 to January 2019 and Co. Mr. Mathias received a B.S. degree in EconomicsColony Capital, Inc. from the Wharton School at the University of Pennsylvania.February 2019 to February 2021 Other Public Board Directorships ●Jaguar Global Growth Corporation I since February 2022
Class II Continuing Directors—Terms Will Expire in 2017
Betsy Atkins		Director Since:April2015Age:62Independent
Skills, Experiences and Attributes
	Executive Leadership		Finance/Capital Markets
	Risk Management		Public Company Board Service/Corporate Governance
	REIT/Real Estate Industry		Experience Over Several Business Cycles
	Talent Management		Academia
	Accounting		Technology/Cybersecurity

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Marc Holliday					Chief Executive Officer sinceJanuary2004 Director since:December2001 Age:49
					He also serves as a member of our 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 Board of the 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

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

John S. Levy		Director Since:1997 Age:80Independent
Professional Experience ●Chief Executive Officer of the Company since January 2004; Chairman of the Board since January 2019 ●Joined the Company as Chief Investment Officer in July 1998; stepped down as President in April 2007 following promotion of Andrew Mathias, current President, to that position ●President and Chief Executive Officer of Gramercy Capital Corp., from August 2004 to October 2008, when Mr. Levy retired from Lehman Brothers Inc. in 1995. From 1983 until 1995, at Lehman Brothers (or its predecessors), he served as Holliday stepped down ●Managing Director and Chief Administrative OfficerHead 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 Financial Services Division,firm, consisting of mezzanine debt, preferred equity and first mortgages ●Served in various management positions, including 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)at Capital Trust, Inc.’s predecessor, Victor Capital Group, L.P. 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 him1991 to provide valuable insights into the Company’s business and finances.
Class III Continuing Directors —Terms Will Expire in 2018
John H. Alschuler		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 HotelsNYRA 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.
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-largeand 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 former member of the Board of Directors of Stemedica Cell Technologies,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
	Executive Leadership		Finance/Capital Markets
	Risk Management		REIT/Real Estate Industry
	Experience Over Several Business Cycles		Talent Management
	Government/Regulatory Experience

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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 role as President of the Company, provide him with valuable knowledge of our business and industry. Furthermore, Mr. Mathias’ presence on the Board facilitates communication between the Board and the Company’s senior management.
Professional Experience ●President of the Company since April 2007 ●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. from August 2007through April 2009. Mr. Green currently serves as a memberand 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 Streetsquash, Inc., a Section 501(c)(3) tax-exempt organization. Mr. Green also served as a memberlife of the boardNew York-New Jersey-Connecticut metropolitan region ●B.S. degree in Economics from the Wharton School at the University of trusteesPennsylvania
Skills, Experiences and Attributes
	Executive Leadership		Finance/Capital Markets
	Risk Management		REIT/Real Estate Industry
	Experience Over Several Business Cycles		Talent Management
	Government/Regulatory Experience

(1)

If Mr. Mathias is reelected, he will join the Executive Committee, effective as 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 discussionsdate of the Company’s business.annual meeting.

10SL Green Realty Corp.

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Board Refreshment and Diversity

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Succession Planning

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. 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. With her addition, three of our directors are women, including one racially/ethnically diverse director. We continue seeking to further enhance diversity on the Board, has the desired mixincluding with respect to gender, race, ethnicity and perspectives. As part of expertise, experience, reputationour Board succession planning, and diversity necessary for us to continue to deliver superior performance in a highly competitive marketplace, as well as the knowledge, ability and independence to continue to deliver the high standard of governance expected by our investors. Over the last several years,previously disclosed, we have added new independent directorsnot renominated Mr. Levy for election, and he will retire from our Board at our 2023 annual meeting of stockholders. We are deeply appreciative of Mr. Levy’s many years of dedicated service to the Board, most recently including the addition of Craig M. Hatkoff in 2011Company and Betsy Atkins in 2015. In furtherance of our goals, we also intend to identify and have a new independent director join the Board in 2017.its stockholders.

	Diversity Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender		Experience Our Board nominees have broad experience serving on public boards in industries relevant to the Company		Leadership Our Board nominees have strong corporate leadership backgrounds such as being CEO, CFO or holding other Executive positions
	50% of our independent Board nominees are diverse, including gender and racial/ ethnic diversity		56% of our Board nominees currently serve or have served on the Boards of other publicly traded companies		89% 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

	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.
	In-Depth Committee Review		The Nominating and Corporate Governance Committee: ●Considers experience, qualifications, and diversity, including ethnic/racial diversity ●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
	Recommend Candidates to Full Board		The Nominating and Corporate Governance Committee presents potential candidates to full Board for open discussion.
	Review by Full Board		The full Board is responsible for approving potential candidates.

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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 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) 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) an unblemished reputation for integrity, (3) a reputation for exercising good business judgment and (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.have:

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 recommendedIn 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:

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 suchour Board and requested that Spencer Stuart present diverse candidates in their slate of recommendations, including gender and ethnic/racial diversity. We appointed Carol N. Brown to our Board in March 2022.

Role of Third Party Advisors in Director Recruitment Process

FTI Consulting, Inc., or FTI Consulting, and Spencer Stuart have assisted us in the initial search, screening, interviewing and vetting of potential nominee in person or by telephone and to submit questions to such potential candidate. In addition, each potential nominee provides thenew directors. FTI Consulting worked closely with our Nominating and Corporate Governance Committee in connection with a written detailed biographythe additions of Craig Hatkoff in 2011, Betsy S. Atkins in 2015 and identify on which committees of the Board, if any, the potential nominee would be willing to serve.

OurLauren B. Dillard in 2016, and Spencer Stuart worked closely with our Nominating and Corporate Governance Committee may solicit and consider suggestionsin connection with the addition of our directors or management regarding possible nominees. Our Nominating and Corporate Governance Committee also may procure the servicesCarol N. Brown in 2022.

Stockholder Recommendations 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.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD STRUCTURE AND INDEPENDENCE

Board Leadership Structure

The Board currently consists of eight membersten 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 years 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;our Chief Executive Officer, 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 nearly 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.