Diversity		Experience		Leadership
	Our Board represents diversity in its broader sense. This means diversity of knowledge, skills and education, as well as diversity of age, gender and outlook 33%of our independent Board members are women		Our Board members have broad experience serving on public boards in industries relevant to the Companycompany 78%of our Board have served on the Boards of other publicly traded companies		Our Board members have strong corporate leadership backgrounds such as being a CEO, CFO or holding other Executive positions
	33% of our independent Board members are women		78% of our Board have served on the Boards of other publicly traded companies		89%of our Board have served as CEO or in senior leadership positions

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Identification of Director Candidates

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.

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.

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.

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NCGC Director Recruitment Process

In making recommendations to the Board, our Nominating and Corporate Governance Committee considers such factors as it deems appropriate, such as judgment, skill and diversity (including diversity of knowledge, skills, professional experience, education, expertise and representation in industries relevant to the Company), in light of the skills, qualifications and diversity of the other members of the Board. The factors considered may also include:

Prior to a vote as to whether a potential nominee is recommended to the Board of Directors, each member of the Nominating and Corporate Governance Committee is provided access to such potential nominee. Such access includesaccessincludes an opportunity to interview such potential nominee in person or by telephone and 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 other requested information.

Our Nominating and Corporate Governance Committee solicits and considers 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.

Our Nominating and Corporate Governance Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee will apply the same standardsRole of Third Party Advisors in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board. 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.Director Recruitment Process

In connection with the identification and review of director candidates and related matters, FTI Consulting, Inc., or FTI Consulting, provides services to us that include actively working with the Chairman of the Board, the Lead Independent Director and our Chief Executive Officer in reviewing governance issues, specific board member roles and responsibilities and committee assignments. FTI Consulting also assists us in the initial search, screening, interviewing and vetting of potential new directors and worked closely with our Nominating and Corporate Governance Committee in connection with the recent additions of Craig Hatkoff in2011, Betsy Atkins in2015 (whoin2015and Lauren Dillard in2016(who was initially recommended for consideration by our Chief Executive Officer and has been nominated for re-election at the annual meeting).

Stockholder Recommendations of Director Candidates

Our Nominating and Lauren Dillard in2016.Corporate Governance Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating all other candidates. Any recommendations by stockholders are to follow the procedures outlined under “Other Information—Other Matters—Stockholder Proposals and Nominations” in this proxy statement and should provide the reasons supporting a candidate’s recommendation, the candidate’s qualifications and the candidate’s written consent to being considered as a director nominee.

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Board Structure

The Board currently consists of nine membersmembers. At the annual meeting of stockholders in2017, stockholders approved a proposal to declassify our board. Accordingly, our board classes are being phased out, and is divided into three classes. Directors in each classdirectorselected at the annual meeting of stockholders in2018will serve for a term of three yearsone-year terms and until their successors are duly elected and qualify. The termOur Board of directors of one class expires at each annual meeting of stockholders.Directors will be fully declassified by our2020annual meeting.

Board Leadership Structure; Lead Independent Director

As noted above, the Board currently is comprised of six independent and three employee directors. Mr. Green has served as Chairman of the Board since1997 andsince1997and serves as an executive officer. The Board has appointed Mr. Alschuler, one of the independent directors, as Lead Independent Director.Director to facilitate the role of the independent directors. We believe that the number of independent, experienced directors that make up the Board, along with the independent oversight of our Lead Independent Director, benefits the Company and its stockholders.

We recognize that different board leadership structures may be appropriate for companies in different situations, and that no one structure is suitable for all companies. Our current Board leadership structure is optimalhas been effective for us becausefor many years, as it demonstrateshas demonstrated to our employeesouremployees and other stakeholders that the Company is under strong leadership, coordinated closely between a separate Chief Executive Officer and Chairman. In April2018, Mr. Green announced he will be stepping down as Chairman of the Board. In our judgment, the Company, like many companies, has been well-served by this leadership structure.

To facilitateBoard and transitioning into the role of Chairman Emeritus, and we will appoint Mr. Holliday to succeed Mr. Green as Chairman in January2019in addition to serving as our Chief Executive Officer. The Board believes that the independent directors,Company and our stockholders will be well served by having Mr. Holliday serve as Chairman and Chief Executive Officer. With over14years of experience leading the Board determined that itCompany, Mr. Holliday is appropriate for the independent directors to appoint one independent directoruniquely qualified to serve as our Chairman and Chief Executive Officer. In addition, the Board believes that Mr. Holliday’s combined role as Chairman and Chief Executive Officer will continue to promote unified leadership and direction for the Board and executive management.

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Board and theCommittee Self-Evaluations

The Board Committees the retention of advisersbelieves that good governance can only be achieved through rigorous self-evaluation. Each year, our Nominating and consultants who report directly to theCorporate 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 (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) serve as Chairman of the sessions of the independent directors, (7) serve as principal liaison between the independent directors and the Chief Executive Officer of the Company and between the independent directors and senior management, (8) communicate to management, as appropriate, the results of private discussions among independent directors, (9) chair the meetings of the Board when the Chairman is not 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 other directors as the Lead Independent Director may deem appropriate and (11) perform such other duties as the Board from time to time may delegate. Mr. Alschuler serves as the Lead Independent Director.

Throughout the year, 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, theThe Board then conducts anits annual evaluation in order to determine whether it and its committees function effectively, with independent directors meeting separately with outside counsel. The discussiondiscussions 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.

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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. 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 applicablerelationshipsapplicable 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”),. Basedupon 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

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standards: Mses. Betsy Atkins and Lauren B. Dillard and Messrs. Edwin T. Burton, III, John H. Alschuler, John S. Levy and Craig M. Hatkoff. The Board has determined that Messrs. StevenStephen L. Green, Marc Holliday andAndrewand Andrew W. Mathias, our three other directors, are not independent because they are also executive officers of the Company.

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, theindependent 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.

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 orovernightor overnight delivery and shouldandshould be directed to Andrew S. Levine, Secretary, at SL Green Realty Corp.,420 Lexington,420Lexington Avenue, New York, New York10170-1881. Mr. Levine forwards all such communications to the intended recipient or recipients. Any such communications may be made anonymously.

Director Attendance

The Board held sixfour meetings and all directors attended75% or more of the board of directors meetings and meetings of the committees on which they served during the periods they served during fiscal year2016.year2017.

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 June2, 2016.June1,2017.

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, wewill 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 Lexington,420Lexington Avenue, New York, New York10170-1881. 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 of Edwin Thomas Burton, III (Chairman)(Chair), Betsy S. Atkins, Lauren B. Dillard and Craig M. Hatkoff, each of whom is “independent” within 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. Our Audit Committee’s primary purpose ispurposeis to select and appoint our independent registered public accounting firm and to 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

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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 prepares the report that the rules oftheof the SEC require be included in this proxy statement and provides an open avenue of communication among the Company’s independent registered public accounting firm, its internal auditors, its management and the Board. 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.andregulations. 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 on Form10-K, reviewing our quarterly financial statements prior to the filing of each Quarterly Report on Form10-Q

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and annually auditing the effectiveness of our internal control over financial reporting and other procedures. Our Audit Committee held12 meetingsheld12meetings during fiscal year2016.year2017. 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 Item401(h) of SEC Regulation S-K.

Compensation Committee

Our Compensation Committee consists of Lauren B. Dillard (Chair), 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. Our Compensation Committee’s primary purposes are to determine how the Company’s Chief Executive Officer should be compensated; to administer the Company’s employee benefit plans and executive compensation programs; to determine compensation of our executive officers other than our Chief Executive Officer; and to produce the report on executive compensation that is required to be included in this proxy statement. 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 reviews hisreviewshis 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. 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 meetingsone meeting during fiscal year2016.year2017.

Nominating and Corporate Governance Committee

Our Nominating and Corporate GovernanceCommitteeGovernance Committee consists of Craig M. Hatkoff (Chair), John H. Alschuler, Betsy Atkins Craig M. Hatkoff and John S. Levy, (Chairman), each of whom is “independent” within the meaning of the rules of the NYSE. Our Nominating and Corporate Governance Committee’s primary purposes are to identify individuals qualified to fill vacancies or newly-created positions on the Board; to recommend to the Board the persons it shouldnominatepersonsit should nominate for election as directors at annual meetings of the Company’s stockholders; to recommend directors to serve on all committees of the Board; and to develop and recommend to the Board governance principles applicable to the Company. Our Nominating and Corporate Governance Committee held one meeting during fiscal year2016.year2017.

Executive Committee

Subject to the supervision and oversight of the Board, our Executive Committee, which consists of Stephen L. Green (Chairman)(Chair), Marc Holliday and John H. Alschuler, is responsible for, among other things, the approval of our acquisition, disposition and financing of investments; the authorization of the execution of certain contracts and agreements, including those relating to our borrowing of money; and the exercise,theexercise, in general, of all other powers oftheof 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 meetings and did not take any actions by written consent during fiscal year2016,year2017, as all matters within its authority were approved by the Board.

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Board Oversight of Strategy

One of the most important functions of the Board relates to its role in formulating and overseeing the execution of our business strategy. 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. To facilitate this process, the Board periodically meets with our management and external advisors in full day or multi-day retreats focused on long-term strategic planning. Additionally, on a more frequent basis, the Board receives updates from management regarding internal progress toward strategic goals and changes in market conditions and external strategic opportunities and challenges, which the Board uses to assist our management in refining its business strategy and reacting to particular opportunitiesor challenges that arise. While management is charged with executing strategy on a daily basis, the Board monitors and evaluates performance through these regular updates and by actively engaging in dialogues with our senior management team. Aspects of our business strategy are discussed at every meeting, and key elements of our strategy are embedded in the work performed by the committees of the Board. In addition to financial and operational performance, non-financial measures, including sustainability, social and governance goals, are discussed by the Board. The Board believes that, through these ongoing efforts, they are able to focus on our performance over the short, intermediate and long term to secure the continuing health and success of the business for our stockholders.

Stockholder Outreach

The Board and our Lead Independent Director believe 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 affecting our business. In2016 and2017,In2017and2018, our Lead Independent Director, the chairman of our Compensation Committee and members ofourof our senior management team engaged withcontacted many of our largest institutional investors, representing ownership of approximately74%approximately66% of our outstanding common stock. We held meetings, conducted calls and otherwise engagedwith all of these investors who were interested in doing so, which ultimately included stockholders accounting for58% of our shares outstanding. 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.

Declassified Board

As a result of our stockholder engagement efforts and our commitment to corporate governance, over the last few years we have undertaken the declassification of our Board, adopted a proxy access bylaw and implemented a majority voting standard for director election, as discussed in more detail below.

Declassified Board

We proposed to declassify our Board of Directors. With stockholder approval, we will phaseDirectors, which proposal was approved at our2017annual meeting of stockholders. We are phasing out board classes so that beginning in2018 with our2018annual meeting of stockholders,directors whose terms are expiring will be electedforelected for one-year terms. By our2020 annualour2020annual meeting, our Board of Directors will be fully declassified. For more information regarding the declassification of our Board, see “Proposal3: Charter Amendment to Declassify Board of Directors” in this proxy statement.

Proxy Access

As a result of our stockholder engagement efforts and our commitment to corporate governance, inIn March2016, we 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 longaslong as stockholder-nominees meet certainmeetcertain 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, inIn March2016, the Board implemented a majority voting standard for director elections. In an uncontested election (as is the case for this annual meeting), our bylaws provide that a majority of all the votes cast with respect to a nominee’s election is required for such nominee to be electedbeelected to serve on the Board. This means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee, with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee. With respect to a contested election, a

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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 Commission (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 continuetocontinue 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 histenderhis 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, within60 dayswithin60days 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 than90 daysthan90days 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 Form8-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.

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Sustainability

TheWith executive-level participation on SL Green’s Sustainability Team and Board shares our commitment to environmentally sustainable initiativesoversight of the program, environmental responsibility has top-down support and innovation that deliver efficiency, value and health for our business, tenants and community.is a company-wide priority. Structured around the three key areas of efficiency, tenant experience and industry leadership, our sustainability program integrates market-leading initiatives to address energy usage, natural resource consumption, air quality, recycling, transportation and education. As New York City’s largest landlord, we take responsibility for implementing best practices, operating at the highest efficiency standards and strengthening our city’s resiliency.

Our commitment toward efficiency is evidenced by portfolio-wide investments.the implementation of efficiency investments of $60million and targeted sustainability programs across100% of our New York City properties. 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 than35,000 LEDthan35,000LED 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 ofdeploy resilient energy throughout our portfolio.sources.

KeyCollaborative opportunities with tenants are integral to our program is active tenant engagement. We partnersustainability strategy. Our mission to creating a greener footprint begins with tenant sustainability teams in a number of ways, including LEED-CI certifications, Earth Day events, annual community service days, quarterly tenant educational webinars on sustainability topics, Urban Green Council award nominations andthe10-year participation in the NYC Mayor’s Zero Waste Challenge.New York City Carbon Challenge, where we work with tenants to realize a30percent reduction in greenhouse gas emissions. We have partnered with Viacom at1515Broadway, Bloomberg at919Third Avenue and Sony at11Madison Avenue to make joint investments towards energy efficiency.

Our industry leadership has been widely recognized. During2015 and2016,During2015,2016,2017and2018, 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 efficiencyperformance across our Manhattan and suburban portfolios. In addition to releasing a compliant GRI report for the past3 consecutivepast4consecutive years, wein2017and2018we have been recognized by Newsweek as one of the greenest companies in the United States and as REITawarded “REIT of the Year – SustainabilitySustainability” by Real Estate & Investment Finance in its2017 award ceremonies. Additionally, we have been included inand received an “A” Rating for ESG performance on the MSCIGlobal Real Estate Sustainability Index since2015. Our sustainability strategy, achievements and reports are available on our website at http://www.slgreen.com/sustainability.Benchmark’s (GRESB) Public Disclosure Report.

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		The industry recognition garnered for our market-leading program is a testament to the sustainability commitment embodied by management and our Board. REIT of the Year – Sustainability (2017 and 2018) – Real Estate & Investment Finance 2017 Sustainability Award – Business Intelligence Group Earth Award: 1515 Broadway – Building Owners and Managers Association (BOMA) “A” Rating for ESG Performance – Global Real Estate Sustainability Benchmark’s (GRESB) Public Disclosure Report (2017) ENERGY STAR Partner (2015-2018) – United States Environmental Protection Agency Sustainability Report (2013-2017) – GRI Adherence Our sustainability strategy, achievements and reports are available on our website at http://www.slgreen.com/sustainability.

Risk Oversight

The Board is responsible 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’scontingent liabilities and risks. 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.

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 theGovernancethe Governance Principles are director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management

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succession, annual performance evaluation of the Board and management responsibilities. Our Nominating and CorporateandCorporate 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.

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Code of Ethics

The Board adopted a Code of Ethics that applies to our directors, executive officers and employees. The Code of Ethics is designed to assist our directors, executive officers and employees in complying with the law 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 compliance with applicable laws, conflicts of interest, use and protectionofprotection 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 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 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 reportcomplaintsreport 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, 420 Lexington Avenue, New York, New York10170-1881.York 10170-1881. Any such communications may be made anonymously.

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 during the fiscal year ended December31,2016.December 31, 2017.

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Only non-employee Directors are compensated for service on the Board. During the fiscal year ended December31,2016,December 31, 2017, the fees for non-employee Directors were:

The annual fees and meeting fees generally are payable quarterly in cash. Each director may elect to receive some or all of these fees in stock and, as noted below, may elect to defer some or all of these fees.

Under our Non-Employee Directors’ Deferral Program, our non-employee directors were entitled to elect to defer up to 100% of their annual fees, meeting fees and annual stock grant. At each director’s election, cash fees deferred under the program could be credited in the form of either phantom stock units, account credits that accrue earnings or losses based on the 30-day LIBOR rate at the beginning of each month plus 2% (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 January1st January 1^stcoincident 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 the fiscal year ending2017,ending 2017, we increased the annual cash retainer for serving as chair of our Audit Committee from $10,000 to $25,000, but otherwise retained the same director compensation arrangements that were in place for2016.for 2016.

Going forward, we will reduce the value of the annual stock grant from $300,000 to $250,000 and reduce the cash retainer paid for serving as our Lead Independent Director from $85,000 to $70,000.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The following sets forth biographical information regarding our executive officers who are not also directors.

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EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors of SL Green Realty Corp. has reviewed and discussed the Compensation Discussion and Analysis required by Item402(b)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 Form10-KForm 10-K for the year ended December31,2016.December 31, 2017.

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

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 and Chief Financial Officer during our2016fiscalour 2017 fiscal year, as well as the other individuals included in the “Summary Compensation Table” are referred to as the “named executive officers” or our “executives.”

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EXECUTIVE COMPENSATION

Executive Summary

Why You Should Vote for OurBusiness Overview2017 Say-On-Pay Proposal

Compensation PhilosophyLong-Term Stockholder Value Creation

As described below under “Our Executive Compensation Philosophy,”We have demonstrated strong operational and financial performance since our executive compensation programs are designed to provide performance-based incentives that create strong alignment of managementIPO and 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 fromhave created tremendous value for our executives. Due tostockholders over the efforts oflong-term as we’ve positioned the executives we attract, we achieve organizational efficiency (i.e., low relative and absolute G&A expense) as the efforts of our executives allow us to maintain a smaller organization overall, relative to the size and activities of the Company. We believe the results speakCompany for themselves, as even in a year where REITs underperformed other sectors of the market, our long-term TRS remains among the best of our office REIT peers and our G&A expense as a percentage of total assets is the second lowest among our office REIT peers.sustainable success.

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EXECUTIVE COMPENSATION

2016 Performance and Executive Compensation

The information below summarizes our strong long-term TRS, our2016 achievements and our2016 CEO and other NEO compensation.

	Normalized FFO Per Share2017(1)Strategic, Financial and Operational Achievements		Growth in Same Store Cash NOI(1)		Operating Success
					Leasing Results ●3.2 million square feet$1.6B of Manhattan office leases at 27.6% mark-to-market and 638,000 square feetStrategic Asset Sales Generated $1.1B of suburban office leases at 6.1% mark-to-marketNet Proceeds That Were Committed to Opportunistic Stock Repurchases ●97.1% occupancy for the same storeLeased Approximately 1.5 Million Square Feet of Office Space in Manhattan office portfolioat an 11.3% Mark-to-Market Disposition Volume ●Executed $3.9 billion of real estate dispositions generating $1.1 billion of cash proceedsAcquired Fully Leased and Income Producing Worldwide Plaza at Attractive Pricing Relative to Market Organizational Achievements ●Major progress on One Vanderbilt, including securing a $1.5 billion construction loan and $525 million in JV equity, and breaking ground on the projectLease up of 1515 Broadway Retail Vacancy at 29.4% Mark-to-Market

	Superior Long-Term TRS Performance		Low G&A Expense(2)
	Despite disappointing TRS for2016 of -2.06%, our longer term TRS performance remains strong, as set forth below: Total Shareholder Return (as of 12/31/2016)		We have consistently maintained low G&A expenses, with G&A expense as a percentage of total assets and revenues among the lowest of our office REIT peers.
			G&A expense as a Percentage of Total Assets(2)	G&A expense as a Percentage of Total Revenues(2)

	2016 CEO Compensation		2016 Other NEO Compensation
	88.5% Variable Performance-Based;75% Equity		86.5% Variable Performance-Based;70.0% Equity
	Chief Executive Officer Pay Mix		Other Named Executive Officers Pay Mix

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EXECUTIVE COMPENSATION

Our total returns to stockholders since our IPO – over several cycles – demonstrates the enduring strength of our company and the talent of our executive team.

SLG TSR % vs. MSCI U.S. REIT Index Total Return(2)

2017 Say-on-Pay Outcome, Shareholder Engagement and Responsiveness

Our Compensation Committee continually evaluates our executive compensation programs to determine their effectiveness in linking pay to performance and the shareholder experience. We were disappointed that our2017advisory vote on executive compensation received support from only43% of stockholders. In response, the Committee and our management team initiated a robust stockholder engagement program to solicit stockholder perspectives on our executive compensation programs.

As part of this engagement program, we contacted stockholders accounting for66% of our shares outstanding and engaged with stockholders accounting for58% of such shares. All of these discussions were led by the chair of our Compensation Committee, or the Committee, and by the Lead Independent Director. Several shareholders declined our invitation to meet, indicating to us that they were satisfied with our current compensation and corporate governance practices and that a meeting was not necessary at that time.

The feedback we received in these meetings was shared with the Committee and the entire Board, as applicable. The Committee carefully considered this feedback and implemented changes to our executive compensation program that are responsive to the views that we heard.

The table below details stockholders’ feedback we received during our engagements with them and the actions the Committee took to address investors’ perspectives on our executive compensation program. The Committee is confident that these changes – including the materially re-designed compensation for our CEO as governed by his employment agreement – reflect our Board’s ongoing commitment to shareholder engagement and responsiveness. With these changes, the Committee has significantly simplified the structure of our compensation program, by reducing the overall components of compensation from seven to four and enhanced the transparency of our compensation program so that stockholders can better recognize how they link pay with performance.

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EXECUTIVE COMPENSATION

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EXECUTIVE COMPENSATION

Expected Components of Compensation for CEO – Effective in 2019

Beginning in January2019– when our CEO’s new employment agreement becomes effective – his compensation will be simplified with enhanced transparency and improved long-term orientation, per the changes described above.

In addition, as part of our regular effort to refresh our Board Committee chairs and bring new perspectives to those leadership positions, Lauren Dillard became chair of the Compensation Committee in February2018, succeeding John Alschuler.

During our discussions with investors, we discussed our overall executive compensation programs including the extent to which each NEO’s long-term compensation is determined by their individual employment agreements. The NEOs – with the exception of our Chairman – have distinct agreements, with staggered expiration dates, tailored to their individual roles and responsibilities. In response to shareholder feedback, the Committee simplified the long-term equity awards granted under Mr. DiLiberto’s new contract, executed in February2018. The Committee demonstrated its intent to design new employment agreements for the other NEOs in a manner consistent with this enhanced approach when it structured the new contract for Mr. Holliday, with the details described above.

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EXECUTIVE COMPENSATION

Our 2017 Executive Compensation Programs

Our named executive officers’ compensation in2017had three primary components, which are discussed in more detail below:

Variable pay constitutes the vast majority of our executives’ compensation, which 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 our stockholders.

Majority of Pay is at Risk

	2017 CEO Compensation Mix		2017 Other NEO Compensation Mix

Majority of 2017 CEO Compensation is Deferred and Paid in Equity

Other NEOs have similar weightings of cash and equity compensation.

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EXECUTIVE COMPENSATION

Pay Outcome for CEO

Reflecting continued competitiveness in our industry, our CEO’s total annual direct compensation as determined by the Board decreased modestly year over year. The following table reflects total annual direct compensation, and differs slightly from Summary Compensation Table figures because of timing differences, mainly related to the annual equity bonus.