DEF 14A 1 slg3892831-def14a.htm DEFINITIVE PROXY STATEMENT

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

SCHEDULE 14A

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

☑

Filed by the Registrant

☐

Filed by a Party other than the Registrant

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

SL Green Realty Corp.

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

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		1) Title of each class of securities to which transaction applies:
		2) Aggregate number of securities to which transaction applies:
		3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		4) Proposed maximum aggregate value of transaction:
		5) Total fee paid:
☐	Fee paid previously with preliminary materials:
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
		1) Amount previously paid:
		2) Form, Schedule or Registration Statement No.:
		3) Filing Party:
		4) Date Filed:

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

Logistics

Date & Time
June 8, 2021
at 12:00 p.m., Eastern Time

Virtual-Only Location
www.virtualshareholdermeeting.com/SLG2021

Record Date
March 31, 2021

Roadmap of Voting Matters

You are being asked to vote on the following matters:


	Proposal	Board Recommendation		See Page
1	Election of Directors
	The Board unanimously recommends a vote for each of John H. Alschuler, Betsy Atkins, Edwin T. Burton, III, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, John S. Levy and Andrew W. Mathias to serve as directors until the 2022 annual meeting of stockholders and until their successors are duly elected and qualify.	✓	FOR Each Nominee	11

2	Advisory Approval of Executive Compensation
	The Company seeks non-binding stockholder approval of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section and compensation tables included in this proxy statement.	✓	FOR	32

3	Ratification of Independent Registered Public Accounting Firm
	The Audit Committee and the Board believe that the continued appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021 is in the best interest of the Company and its stockholders.	✓	FOR	68

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.

Your Vote is Important—Vote Now

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 Tablet or Smartphone
Scan this QR code to vote with your mobile device

By Telephone
Call 1-800-454-8683

2021 Proxy Statement 1

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

Business Overview and Highlights

Our Mission		SL Green Realty Corp., Manhattan’s largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, developing, managing, and maximizing the value of Manhattan commercial properties.
Who We Are⁽¹⁾		$1.6 Billion Combined Revenues	#1 Owner of Office Property in Manhattan	38.2 Million Total Square Feet⁽²⁾	$14.5 Billion Enterprise Value

We differentiate ourselves from our peers and competitors in four key ways:

Value Creation During the Pandemic	●At the onset of COVID-19, the Board and management activated SL Green Forward, our pandemic response plan ●Despite the pandemic, SLG maintained momentum on multiple development and redevelopment projects in 2020 ●One Vanderbilt, one of NYC’s tallest and most eco-friendly office towers, was opened ahead of schedule and under budget ●SLG executed its “$1 Billion Dollar Plan” at the onset of the pandemic – a $1.0 billion cash reserve to ensure strong business resilience and continued execution of SLG’s strategic value creation plan ●SLG not only continued to pay its ordinary dividend in 2020, but also increased its annualized dividend at the beginning of 2021 by 2.8% to $3.64 per share, marking the tenth consecutive annual increase ●SLG restarted its stock repurchase program in May 2020 and completed approximately $559.5 million of repurchases and operating partnership unit redemptions in 2020, reflecting confidence in the Company’s business resiliency and prospects for the future
Active and Engaged Business Strategy	●SLG does not subscribe to a traditional “buy and hold” strategy and is a very active transaction-oriented company ●We execute more transactions than many of our competitors over a much longer, multi-year period ●Accordingly, we frequently capitalize on opportunities in the market, maximizing returns
Operations on Multiple Platforms	●Buy and sell properties independently and collaborate with other investors through joint ventures when advantageous ●Invest in redeveloping existing assets (e.g. One Madison Avenue) and developing projects from the ground up (e.g. One Vanderbilt, 185 Broadway and 15 Beekman) ●Provide financing for other real estate related entities through our debt and preferred equity platform – a unique business that we operate at a scale unmatched by our peers, which provides us a diversified source of revenue and market intelligence
NYC- Focused Business Model	●Singularly focused on New York City real estate – one of the most liquid and resilient markets through business cycles, and also one of the most complex and competitive ●Presence and operations in this complex and highly competitive market necessitate a top level of talent in our executive ranks ●Our leadership team actively manages our Company, allowing us to be very efficient, with an employee base much smaller than other fully-integrated “gateway city” real estate companies that transact far less business than SLG

Stock Repurchase Activity Demonstrates Continued Confidence in SLG’s Long-Term Value⁽³⁾

Aggregate of $2.9B share repurchases representing:

34.1
million shares⁽⁴⁾

33%
of Outstanding Shares⁽⁵⁾

$124
million in Annual Dividend Savings⁽⁶⁾

⁽¹⁾	Data as of 12/31/2020
⁽²⁾	Includes debt and preferred equity investments and suburban properties
⁽³⁾	As of 3/31/2021
⁽⁴⁾	Inclusive of OP unit redemptions
⁽⁵⁾	Based on shares repurchased and OP units redeemed under the current $3.5B share repurchase program as a percentage of shares and OP units outstanding as of 6/30/16, just prior to approval and announcement of the plan. Not adjusted for capital change.
⁽⁶⁾	Based on an annualized dividend of $3.64 per share for 2021 and the total number of shares repurchased and OP units redeemed under the $3.5B share repurchase program.

2 SL Green Realty Corp.

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

COVID-19 Response

Our Board of Directors and Executive Team actively prepare for potential disruptive events by continually refining our business resiliency playbook. This process has been a framework for decision making since our IPO 24 years ago, employing risk management and planning strategies that optimizes the company’s performance and strengthens stakeholder confidence during times of unexpected disruption.

As a result of this precautionary planning, we were able to immediately activate and enhance our existing pandemic response plan, which we now refer to as SL Green Forward. This comprehensive plan was an extension of our best-in-class operating platform to address COVID-19, ensuring a high degree of safety across our portfolio for all of our building occupants, and the physical and mental well-being of our employees, as well as addressing the critical needs of our New York City community.

Implemented Stringent Health & Safety Standards to Protect All of Our Building Occupants

●	SLG is home to essential businesses that employ thousands of workers - medical offices, health care companies, visiting nurses, major media outlets and broadcast studios, making it critical for us to rapidly respond and create a safe workplace for our employees, tenants, and visitors.
●	We increased the effectiveness of our pandemic response plan by making significant financial investments to adapt to the impacts resulting from COVID-19, which also aligned with evolving local, state, and federal agency guidance.
●	As a result of our efforts, we were able to keep our buildings fully operational and accessible throughout the pandemic.

A more detailed description of our COVID-19 comprehensive tenant safety program can be found in our SL Green Forward Healthy Workplace Interactive Tenant Guide, which was distributed to all of our building occupants and is available on the SL Green Forward section of our website at https://forward.slgreen.com/.

Building Protocols & Enhancements

Enhanced Air Filtration	Passive Thermal Imaging	Reduced Building Capacity	Tenant Screening	PPE Requirements

Social Distancing	Contactless Access & Fixtures	Enhanced Cleanliness & Hygiene	Delivery Protocols	Health Concern / COVID-19 Response

As part of our building enhancements, we made significant investments in cutting edge indoor air quality technologies across our portfolio. We are upgrading all filters to the highest efficiency media or other particle filter that can be installed, Minimum Efficiency Reporting Value (MERV) 15, which surpasses LEED requirements.

In recognition of our pandemic response, SL Green achieved a WELL Health-Safety Rating, certified across 23 million square feet. This rating was established by the WELL Building Institute during the pandemic and is an evidence-based third-party designation verifying that a building or space has taken the necessary steps to prioritize the health and safety of its staff, visitors and other stakeholders.

2021 Proxy Statement 3

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

Listened To and Cared For Our Employees

Our employees are one of our most important assets. As we navigated through the challenges of COVID-19, we implemented new employee programs, guided by employee input, and physical office space enhancements, in order to keep our employees safe and motivated. As a result of these actions, we were one of the first employers in New York City to be able to return 100% of its employees to the office in June 2020.

These employee-focused actions included:

		Town Halls Executive Team hosted virtual Town Halls providing employees with updates on building occupancy, safety protocols, re-occupancy plans, financial performance, and business resilience. Employees participated in live Q&A sessions allowing them to communicate directly with our leadership.
		Pulse Surveys Pulse surveys to monitor the needs of our employees - evaluating daily commutes, childcare concerns, tutoring assistance, and more. Employee feedback led SLG to implement meaningful programs to assist our full return to the workplace.
		Interior Upgrades & Safety Protocols Installation of protective plexiglass barriers at reception, HEPA filters in common spaces, 6 foot partitions between employee workstations, safety signage and room capacity restrictions. SLG conducts daily employee screening and discouraged non-essential travel.
		COVID-19 Hotline An internal hotline was created to enable employees to communicate questions and concerns regarding SLG’s COVID-19 response, ensuring that all employee voices are heard and considered by leadership.
		Onsite Tutoring Venue for employees with young children who would otherwise be limited to at-home learning during COVID-19. Professional educators help students take online classes, proctor tests and quizzes, and provide extra help with homework at our corporate headquarters.
		Daycare Subsidy Subsidized daycare expenses for employees who are the primary caregivers of children under the age of 13.
		Parking Subsidy Subsidized parking for corporate employees.
		Financial Support Assistance with reconfigured 401(k) benefits to provide additional support for employees facing financial hardship.
		Onsite Lunch Meals for corporate employees every day, free of charge, from SLG’s in-house kitchen, provided until March 2021.

4 SL Green Realty Corp.

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

Demonstrated Leadership in Social Responsibility

In April 2020, at the onset of the pandemic, we established Food1st, a 501(c)(3) not-for-profit committed to providing meals to first responders and food-insecure New Yorkers, while revitalizing restaurant kitchens throughout the city. We partnered with esteemed chef Daniel Boulud, who used his own downtown prep kitchen to prepare 1,250 meals daily.

SL Green seeded Food1st with a $1 million initial contribution, with an additional $240,000 contributed by SL Green employees. As of March 31, 2021, Food1st has 30 partner kitchens and has raised nearly $5 million. The not-for-profit has prepared nearly 600,000 meals for those in need, kept over 300 restaurant staff employed, and delivered meals to nearly 150 unique recipient locations across the five boroughs, stimulating economic activity and contributing to alleviate the ongoing food shortage, exacerbated by COVID-19, in New York City.

30 restaurant participants	+300 restaurant staff employed⁽¹⁾
~600,000 meals delivered

Recipients		Restaurants

(1)	Based on estimates provided by Food1st

2021 Proxy Statement 5

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

Shareholder-Friendly Corporate Governance & Independent Oversight

Diversity	Experience	Leadership
Our Board has a diversity of knowledge, skills and education, as well as diversity of age, gender and outlook	Our Board members have broad experience serving on public boards in industries relevant to the Company	Our Board members have strong leadership backgrounds, holding CEO, CFO or other executive positions

33% of our independent Board members are women	67% of our Board currently serve or have served on the Boards of other publicly traded companies	100% of our Board currently serve or have served as CEO or in senior leadership positions

Annual Director Elections and Majority Vote Standard with Director Resignation Policy

Our directors are now elected for one-year terms.

Balanced Stockholder Rights

Stockholder Amendments to Bylaws		Proxy Access

We provide stockholders the right to amend our bylaws by a majority vote without any ownership or holding period limitations.		A stockholder (or a group of up to 20 stockholders) owning 3% or more of outstanding common stock continuously for at least 3 years may nominate, and include in our proxy materials, director candidates constituting up to the greater of two individuals or 20% of the Board, if the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.

6 SL Green Realty Corp.

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

Simplified Pay Elements with Continued Emphasis on At-Risk Compensation

Impact of Stockholder Feedback on Compensation Design – Transition Completed in 2020

Over the past three years, the Compensation Committee made updates to the compensation structure to:

●	Simplify the pay structure by reducing compensation elements from seven to just four;
●	Increase transparency by enhancing disclosure of mechanics of our compensation program;
●	Increase emphasis on incentives driven by Company performance; and
●	Enhance performance link by eliminating retesting and guaranteed equity, and introducing multi-year performance periods.

Simplified Elements of Pay for Chairman & CEO and President

Pay Element		Key Characteristic
Base Salary		Only fixed component
Annual Cash Bonus		100% formulaic based on specific criteria and weightings that directly correspond to our strategy
Performance-Based LTIP Units (62.5% of Total Target Value)		50% based on annual operating goals subject to absolute 3-year TSR modifier 50% based on relative 3-year TSR
Time-Based Equity Award (37.5% of Total Target Value)		Three-year ratable vesting and a no-sell restriction for 3 years after grant date

COVID-19 Impact on Executive Compensation – Compensation Committee Decisions

How the Compensation Committee Evaluated Annual Incentives

Pre-COVID-19:
Compensation Committee set FY20 performance goals

April 2020:
SLG lowered FY20 financial guidance

Committee maintained original performance goals

Based on original goals:
CEO payout would be well below target and over 70% lower than FY19

Based on April 2020 guidance:
CEO payout would have been significantly above target level

Committee believed that neither result was appropriate

Payout Assessment:
The Committee balanced formulaic performance with supplemental amounts to recognize management’s significant efforts that protected shareholder value during the unprecedented business impact

Committee assessed factors beyond performance goals

Actual FY20 CEO Payout:
CEO and the President annual bonuses capped at target, and ~20% lower than FY19.

CFO and General Counsel annual bonuses were ~5-10% lower than FY19.

Committee believes payouts appropriately rewarded management for business resiliency actions

No Changes to LTIP Performance Goals, Structure or Vesting

●	The Committee decided to make no changes to any goals and metrics for our performance-based equity, despite the significant probability that LTIP units based on 2020 performance would be impacted by the pandemic.
●	The Committee granted annual time-based awards to our CEO and President primarily as a result of their performance during 2020 both in response to the COVID-19 pandemic and in achieving numerous other business goals, as well as the impact of the COVID-19 pandemic on other elements of their compensation for 2020.
●	After factoring in time-based awards, the intent of the Committee was to reduce the value of compensation earned for 2020 by our CEO and President, as of December 31, 2020, by approximately 10% from the comparable 2019 period.
●	The Committee viewed this overall reduction as the appropriate balance between the continued motivation of our senior leadership, recognition of our executives’ extraordinary achievements in very challenging circumstances and the decline in our stock price and operating performance during 2020.

For a detailed discussion of the rationale and decisions made in response to COVID-19, please see page 37 of the Compensation Discussion & Analysis section below.

2021 Proxy Statement 7

Table of Contents

2021 PROXY STATEMENT HIGHLIGHTS

ESG Highlights

Our environmental, social and governance, or ESG platform, which has executive-level participation and a dedicated ESG Team, and is overseen by the Board of Directors, is integrated throughout all departments of our Company, supporting effective risk-management practices that influence our strategic decision making. Highlights of these initiatives are set forth below.

Our Global Reporting Initiative, or GRI adherent sustainability reports and other information relating to these initiatives are available on our website at http://www.slgreen.com/sustainability.

	Industry Leading ESG Recognition
		●Bloomberg ESG Disclosure score among “Top 5” of all REITs listed on the Russell 1000 Index ●ENERGY STAR Partner of the Year – Sustained Excellence (2018, 2019, 2020, 2021) ●CDP’s Climate Change Questionnaire score of “B” for 2020 – tied for highest among U.S. Office REITs ●GRESB’s Public Disclosure Report “A” Rating (2018, 2019, 2020) and Green Star (2019, 2020) ●State Street’s R-Factor^TMScore “Outperformer” ranking ●Refinitiv “Top Quartile” ESG performance among Commercial REITs globally ●MSCI’s Environment Category Top 25% Ranking (Opportunities in Green Buildings, 2019, 2020, 2021) ●NYC Mayor’s Office of Service “Changemaker Award” in recognition of SL Green’s volunteerism and philanthropic efforts (2018, 2019, 2020) ●“Gold Level” Green Lease Leader Award from U.S. Department of Energy’s Better Building Alliance and Institute for Market Transformation ●S&P Global 1200 ESG Index & FTSE4Good Index series constituent

	Environmental Initiatives
		Goals: ●Reduce portfolio-wide greenhouse gas emissions intensity by 30% by 2025 as disclosed in CDP response, in alignment with Task Force on Climate-related Financial Disclosures, or TCFD standards ●Achieve 50% recycling rate by 2025, in line with LEED v4 threshold ●Reduce whole-building energy consumption by 20% by 2030 Achievements: ●Green building certifications of 93% of Manhattan Operating Properties based on total square footage ●LEED certified 91% of Manhattan Operating Properties ●ENERGY STAR labels across 10.6 million square feet, representing 11% achieved in Manhattan by square footage ●WELL Health-Safety Rating across 23 million square feet

	Social Initiatives
		●Market-leading benefits program spanning healthcare, 401(k) match, employee stock purchase plan, disability coverage, wellness and life insurance ●Investment in human capital development through training programs, tuition reimbursement and ongoing education ●Corporate and employee contribution of $3 million across greater than 65 partner organizations focused on providing New Yorkers with access to essential resources ●Employer-sponsored volunteer days, with civic opportunities chosen and coordinated by employee Community Outreach Ambassadors ●Participation in Governor’s Committee on Scholastic Achievement, a non-for-profit that connects high school students from underperforming New York communities with corporate mentors

	Governance Initiatives
		●ESG program oversight by the full Board, reflective of the program’s cross-departmental integration and importance to the Company’s long-term strategic plan ●Executive level management of ESG program, with dedicated team responsible for implementation, including the Chief Operating Officer, SVP & Director of Sustainability and VP of Human Resources ●Annual ESG reporting in accordance with GRI, CDP, GRESB, and SASB standards ●Disclosures aligned with TCFD and UN SDG guidelines ●Third-party assurance of environmental performance data ●Environmental legislation risk mitigated by long-term capital investments in energy efficiency and tenant programs focused on sustainability

8 SL Green Realty Corp.

Table of Contents

SL GREEN REALTY CORP.
One Vanderbilt Avenue, 28^thFloor
New York, New York 10017-3852

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2021 annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held virtually on June 8, 2021 at 12:00 p.m., Eastern Time. To access the annual meeting, visit www.virtualshareholdermeeting.com/SLG2021 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card (if you received a printed copy of the proxy materials). There will be no physical location for stockholders or other attendees to gather in person. We have designed the format of the annual meeting to ensure that stockholders are afforded similar rights and opportunities to participate as they would have at an in-person meeting. Stockholders will be able to vote electronically and submit questions electronically during the annual meeting. As always, we strongly encourage you to vote your shares by proxy prior to the annual meeting.

The annual meeting will be held for the following purposes:

1.	To elect the nine director nominees named in the proxy statement to serve on the Board of Directors for a one-year term and until their successors are duly elected and qualify;
2.	To hold an advisory vote on executive compensation; and
3.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

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, 2021 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 27, 2021

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

	Visit www.proxyvote.com


	Scan this QR code to vote with your mobile device


	Call 1-800-454-8683

	Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 8, 2021. This proxy statement and our 2020 Annual Report to Stockholders are available at http://www.proxyvote.com

Whether or not you plan to attend the annual meeting online, 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 virtual annual meeting, you may vote during the annual meeting if you wish, even if you previously have signed and returned your proxy card. Please note that if your shares are held of record by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares voted.

2021 Proxy Statement 9

Table of Contents

TABLE OF CONTENTS

2021 PROXY STATEMENT HIGHLIGHTS		1
Business Overview and Highlights		2
COVID-19 Response		3
Building Protocols & Enhancements		3
Shareholder-Friendly Corporate Governance & Independent Oversight		6
Simplified Pay Elements with Continued Emphasis on At-Risk Compensation		7
ESG Highlights		8
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS		9
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		11
Proposal 1: Election of Directors		11
Board Structure and Independence		21
Board Committees		23
Corporate Governance		25
Director Compensation		30
Executive Officers		31
EXECUTIVE COMPENSATION		32
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers		32
Compensation Committee Report		32
Compensation Discussion and Analysis		33
Executive Compensation Tables		55
AUDIT COMMITTEE MATTERS		68
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm		68
Audit Committee Report		68
Fee Disclosure		69
Pre-Approval Policies and Procedures of our Audit Committee		69
STOCK OWNERSHIP INFORMATION		70
Security Ownership of Certain Beneficial Owners and Management		70
Delinquent Section 16(a) Reports		72
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		73
OTHER INFORMATION		75
Questions and Answers about the Annual Meeting		75
Other Matters		78

References in this proxy statement to “we,” “us,” “our,” “ours,” “SLG,” “SL Green,” 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 will be mailed to stockholders on or about April 27, 2021. All share- and unit-related references presented in this proxy statement, including share prices, have been retroactively adjusted as applicable to reflect the impact of the Company’s reverse stock split, which was effective on January 20, 2021.

10 SL Green Realty Corp.

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal 1: Election of Directors

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated John H. Alschuler, Betsy Atkins, Edwin T. Burton, III, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, John S. Levy and Andrew W. Mathias for election to serve as directors until the 2022 annual meeting of stockholders and until their successors are duly elected and qualify. Each of the nominees is currently serving as a director, and has consented to being named in this proxy statement and to serve as a director if elected. However, if any of the nominees is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person as the Board nominates or the Board may reduce the size of the Board.

Majority Voting Standard

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

The Board unanimously recommends a vote “FOR” the election of Messrs. Alschuler, Burton, Green, Hatkoff, Holliday, Levy and Mathias and Mses. Atkins and Dillard.

Information Regarding the Director Nominees

The following table, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2021 annual meeting, based upon information furnished by each director. Our Board of Directors became fully declassified as of our 2020 annual meeting, and all directors are now elected for one-year terms.

Name	Age	Director Since
John H. Alschuler*	73	1997
Betsy Atkins*	67	2015
Edwin T. Burton, III*	78	1997
Lauren B. Dillard*	45	2016
Stephen L. Green	83	1997
Craig M. Hatkoff*	67	2011
Marc Holliday	54	2001
John S. Levy*	85	1997
Andrew W. Mathias	47	2014

*	Independent Director

2021 Proxy Statement 11

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Nominees Business Experience

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 current directors.

Our Board currently includes two female directors and is looking to further enhance the diversity of perspectives on the Board, potentially through directors that contribute ethnic/racial diversity.

Director Nominees

John H.
Alschuler

Director Since: 1997 Age: 73 Lead Independent Director

SL Green
Board Service:

●Nominating
and Corporate
Governance
Committee

●Executive
Committee

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.

Professional Experience

●Chair of HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization, since 2008

●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

12 SL Green Realty Corp.

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Betsy
Atkins

Director Since: April 2015 Age: 67 Independent Director

SL Green
Board Service:

●Audit
Committee

●Nominating
and Corporate
Governance
Committee

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

●B.A. from the University of Massachusetts

Other Public Board Directorships

●Wynn Resorts Ltd. since April 2018

Previous:

●Covetrus, Inc. from February 2019 to September 2019

●Schneider Electric, SA from April 2011 to April 2019

●Cognizant Technology Solutions Corporation from April 2017 to October 2018

●HD Supply, Inc. from September 2013 to April 2018

●Polycom, Inc. from 1999 to April 2016

●Darden Restaurants, Inc. from October 2014 to September 2015

2021 Proxy Statement 13

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Edwin T.
Burton, III

Director Since: 1997 Age: 78 Independent Director

SL Green Board Service:

●Audit Committee, Chair

●Compensation Committee

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 since 1988; has held teaching positions at York College, Rice University and Cornell University, and has written and lectured extensively in the field of Economics

●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

●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 1994 to 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 from 1987 to 1994

●Consultant to the American Stock Exchange from 1985 to 1986

●Senior vice president with Smith Barney (or its corporate predecessor) from 1976 to 1984

●Member of the Board of Directors of Chase Investors, a privately-held registered investment advisor, 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

●B.A. degree in Economics from Rice University and Ph.D. degree in Economics from Northwestern University

Lauren B.
Dillard

Director Since: 2016 Age: 45 Independent Director

SL Green Board Service:

●Audit Committee

●Compensation Committee, Chair

Ms. Dillard’s sophisticated understanding of tax, real estate, investment programs, finance, compensation and corporate governance, all viewed through the lens of over fifteen years of global private equity experience and together with her considerable operational expertise, provides the Board and the Company with deep and practical insight on a broad range of matters.

Professional Experience

●Executive Vice President of Investment Intelligence of Nasdaq, Inc., a global technology firm serving the capital markets and other industries, since June 2019

●Managing Director for the Carlyle Group, a global alternative asset manager, from 2011 to May 2019, head of Carlyle’s Investment Solutions Group since December 2015 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

●Current Executive Sponsor for the Women’s Initiative at Nasdaq, member of the Private Equity Women Investor Network (PEWIN) and other women in finance industry initiatives

●B.S. in business administration from the University of Richmond

14 SL Green Realty Corp.

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Stephen L.
Green

Director Since: 1997 Age: 83 Director

SL Green Board Service:

●Executive Committee

In addition to his industry-wide reputation, Mr. Green’s extensive skills and experience in real estate, including founding our predecessor, provide him with invaluable knowledge of and expertise in our business and industry. This experience, particularly his experience having led our predecessor and the Company, contributes depth and context to the Board’s discussions of the Company’s business.

Professional Experience

●Chairman Emeritus at the Company since January 2019

●Chairman of the Board of the Company from 1997 through January 2019

●Former executive officer working in conjunction with our Chief Executive Officer and overseeing the Company’s long-term strategic direction; formerly served as our Chief Executive Officer

●Founded our predecessor, S.L. Green Properties, Inc., in 1980; prior to our initial public offering in 1997, Mr. Green was involved in the acquisition of over 50 Manhattan office buildings containing in excess of 10.0 million square feet

●Chairman of the Board of Gramercy Capital Corp. from August 2004 to June 2009

●At-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York

●Member of the Board of Directors of Streetsquash, Inc., a Section 501(c)(3) tax-exempt organization

●Previously member of the Board of Directors of Stemedica Cell Technologies, Inc., August 2007 to April 2009; Chairman of the Real Estate Board of New York’s Tax Committee

●B.A. degree from Hartwick College and J.D. degree from Boston College Law School

2021 Proxy Statement 15

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Craig M.
Hatkoff

Director Since: 2011 Age: 67 Independent Director

SL Green Board Service:

●Audit Committee

●Nominating and Corporate Governance Committee, Chair

Mr. Hatkoff has in-depth expertise and knowledge of real estate, capital markets, finance, private investing, entrepreneurship and executive management through his work with Chemical Bank, Victor Capital Group and Capital Trust. As a result of the foregoing, Mr. Hatkoff provides 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 prior service at Taubman Centers, Inc. and his long-standing service to Capital Trust, Inc., which enables him to provide significant insight as to governance and compliance-related matters particular to real estate companies.

Professional Experience

●Vice Chairman of Capital Trust, Inc., a real estate investment management company that was listed on the New York Stock Exchange, and one of the largest dedicated real estate mezzanine lenders, from 1997 to 2000, and served on its Board of Directors from 1997 to 2010

●Trustee of the New York City School Construction Authority, the agency responsible for the construction of all public schools in New York City, from 2002 to 2005

●Founder and a managing partner of Victor Capital Group, L.P. from 1989 until its acquisition by Capital Trust, Inc. in 1997

●Former co-head of the real estate investment banking unit at Chemical Bank, where he was a pioneer in commercial mortgage securitization

●Co-founder of the Tribeca Film Festival; Chairman of Turtle Pond Publications LLC, which is active in children’s publishing and entertainment, and private investor in other entrepreneurial ventures

●Adjunct Professor at Columbia Business School, where he teaches courses on entrepreneurship and innovation

●Member of the Board of Directors of Subversive Real Estate Acquisition REIT LP and Chairman of the Board of Lex Markets Corp.

Other Public Board Directorships

●Colony Capital, Inc. since February 2019

Previous:

●Taubman Centers, Inc. from 2004 to January 2019

16 SL Green Realty Corp.

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Marc
Holliday

Director Since: December 2001 Age: 54 Chief Executive Officer and Chairman of the Board

SL Green Board Service:

●Executive Committee, Chair

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.

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. Holliday stepped down

●Managing Director and Head of Direct Originations for New York-based Capital Trust Inc., a mezzanine finance company, where he was in charge of originating direct principal investments for the firm, consisting of mezzanine debt, preferred equity and first mortgages

●Served in various management positions, including Senior Vice President at Capital Trust, Inc.’s predecessor, Victor Capital Group, L.P. from 1991 to 1997

●Member of the Board of Directors of NYRA and executive officer and member of the Board of the Real Estate Board of New York, and a former member of the Board of Directors of Columbia University

●B.S. degree in Business and Finance from Lehigh University in 1988 and M.S. degree in Real Estate Development from Columbia University in 1990

John S.
Levy

Director Since: 1997 Age: 85 Independent Director

SL Green Board Service:

●Nominating and Corporate Governance Committee

●Compensation Committee

Mr. Levy’s extensive skills, experience and sophistication in corporate governance, financial, compensation, legal and commercial matters, including his corporate finance expertise developed at Lehman Brothers, allow him to provide valuable insights into the Company’s business and finances.

Professional Experience

●Retired from Lehman Brothers Inc. in 1995; from 1983 to 1995, served as Managing Director and Chief Administrative Officer of the Financial Services Division, Senior Executive Vice President and Co-Director of the International Division and Managing Partner of the Equity Securities Division at Lehman Brothers (or its predecessors)

●Associated with A.G. Becker Incorporated (or its predecessors) from 1960 to 1983, where Mr. Levy 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

●B.A. degree from Dartmouth College.

2021 Proxy Statement 17

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Andrew W.
Mathias

Director Since: April 2014 Age: 47 President

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. and its predecessor, Victor Capital Group, L.P.

●Worked on the high yield and restructuring desk at Bear Stearns and Co.

●Member of the Board of Directors for the Regional Plan Association, which works to improve the prosperity, infrastructure, sustainability and quality of life of the New York-New Jersey-Connecticut metropolitan region

●B.S. degree in Economics from the Wharton School at the University of Pennsylvania

18 SL Green Realty Corp.

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Refreshment

Led by our Nominating and Corporate Governance Committee, the Board engages in ongoing director succession planning, including a focus on refreshing the membership and leadership of the Board and its Committees and enhancing the level of diversity. Most recently, in January 2019, the leadership of the Board was transitioned from Stephen L. Green, our founder and long-time Chairman of the Board, to Marc Holliday, who also serves as our Chief Executive Officer. Mr. Green stepped down as Chairman of the Board nearly 40 years after he founded our predecessor and following his more than 20 years of distinguished service in this role. Mr. Green continues to serve as a director and as our Chairman Emeritus. The Board also rotated Committee chairs in 2018, with Lauren Dillard replacing John Alschuler as chair of our Compensation Committee and Craig Hatkoff replacing John Levy as chair of our Nominating and Corporate Governance Committee.

Over the longer term, we have added three independent directors since 2011, including two women – Betsy Atkins and Lauren Dillard since 2015. For our commitment to board diversity, we were recognized as a 2020 Women on Boards Winning ‘W’ Company. These additions have provided new perspectives and enhanced the quality of the Board. With these additions, one-third of our independent directors are women. We are looking to further enhance the diversity of perspectives on the Board, potentially through directors that contribute ethnic/racial diversity.

Diversity	Experience	Leadership
Our Board has a diversity of knowledge, skills and education, as well as diversity of age, gender and outlook	Our Board members have broad experience serving on public boards in industries relevant to the Company	Our Board members have strong corporate leadership backgrounds such as being CEO, CFO or holding other Executive positions

33% of our independent Board members are women	67% of our Board currently serve or have served on the Boards of other publicly traded companies	100% of our Board currently serve or have served as CEO or in senior leadership positions

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.

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.

2021 Proxy Statement 19

Table of Contents

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Recruitment Process
1	Identify Potential Candidates	2	In-Depth Committee Review	3	Recommend Candidates to Full Board	4	Review by Full Board
Identified by: ●Independent Directors ●Executive Officers ●Third Party Search Firms ●Stockholders		●Consider experience, qualifications, and diversity ●Meet with candidates and conduct interviews ●Review independence and potential conflicts		●NCGC presents potential candidates to full Board for open discussion		●The full Board is responsible for approving potential candidates

NCGC Director Recruitment Process

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

●	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 and 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
●	ability to introduce the Company to business or other opportunities
●	reputation in the corporate governance community
●	risk management skills
●	the candidate’s knowledge in the area of cybersecurity

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

SEC Form DEF 14A filed by SL Green Realty Corp