SL Green Realty Corp. Announces Board Changes and Executive Compensation Updates

TL;DR

SL Green board shakeup: Green out, Stark & Pollack in. Exec comp details released.

AI Summary

SL Green Realty Corp. announced on December 27, 2024, the departure of director Steven M. Green and the election of new directors, including Robert J. Stark and Jonathan D. Pollack. The company also reported on compensatory arrangements for its officers. This filing details changes in the board of directors and executive compensation structure.

Why It Matters

Changes in a company's board of directors and executive compensation can signal shifts in strategic direction or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes and executive compensation adjustments can introduce uncertainty regarding future strategy and leadership effectiveness.

Key Players & Entities

• SL Green Realty Corp. (company) — Filer
• Steven M. Green (person) — Departing Director
• Robert J. Stark (person) — Elected Director
• Jonathan D. Pollack (person) — Elected Director
• SL Green Operating Partnership, L.P. (company) — Related Entity

FAQ

Key Financial Figures

• $0.01 — reen Realty Corp. SLG Common Stock, $0.01 par value New York Stock Exchange S
• $1,400,000 — the Change-in-Control. Base Salary: $1,400,000 per year. Formulaic Annual Cash Bonus
• $5,000,000 — d LTIP units in an amount not less than $5,000,000 (such units, the "Annual Time-Based LTI
• $10,000,000 — e-time cash bonus in an amount equal to $10,000,000, in the event that the building at 1515
• $10 million — y's beneficiaries in the face amount of $10 million and provides for certain payments and b
• $4.5 million — with an approximate grant date value of $4.5 million. The Class O LTIP Units are subject to
• $100.00 — ompany's common stock equals or exceeds $100.00 as of any trailing twenty trading day p

Filing Documents

• tm2432242d1_8k.htm (8-K) — 79KB
• tm2432242d1_ex10-1.htm (EX-10.1) — 207KB
• 0001104659-24-132903.txt ( ) — 577KB
• slg-20241227.xsd (EX-101.SCH) — 4KB
• slg-20241227_def.xml (EX-101.DEF) — 28KB
• slg-20241227_lab.xml (EX-101.LAB) — 38KB
• slg-20241227_pre.xml (EX-101.PRE) — 26KB
• tm2432242d1_8k_htm.xml (XML) — 9KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Extension of Marc Holliday as Chief Executive Officer and Chairman On December 27, 2024, Marc Holliday and SL Green Realty Corp. (the "Company") agreed to extend Mr. Holliday's term as Chief Executive Officer and Chairman for an additional three and a half years through July 18, 2028. Mr. Holliday also currently holds the title of Interim President. Mr. Holliday's current employment agreement will remain in effect until the effective date of the new employment agreement on January 18, 2025. The following summarizes the material terms of the new agreement entered into by the Company and Mr. Holliday in connection with this extension: Term: Three and a half years (1/18/25 – 7/18/28), with automatic renewals for successive one-year periods unless either party provides prior written notice of non-renewal. In the event that a Change-in-Control occurs within 18 months prior to the scheduled expiration of the term, Mr. Holliday may extend the term until the date that is 18 months after the Change-in-Control. Base Salary: $1,400,000 per year. Formulaic Annual Cash Bonus: Opportunity to earn 50-400% of base salary, with a target amount of 200% of base salary, upon the achievement of specific goals established in advance by the Compensation Committee. Annual Time-Based Awards: Time-Based Component : Beginning in January 2025, Mr. Holliday will receive an annual award of time-based LTIP units in an amount not less than $5,000,000 (such units, the "Annual Time-Based LTIP Units"), with one-third of each award vesting on January 1 of each of the first three years following such award. The Annual Time-Based LTIP Units may accelerate upon a termination of Mr. Holliday's employment without Cause or for Good Reason, whether during or after the term of the employment agreement, or upon Mr. Holliday's resignation f

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibits 10.1 Amended and Restated Employment and Noncompetition Agreement, dated as of December 27, 2024, by and between SL Green Realty Corp. and Marc Holliday. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SL GREEN REALTY CORP. By: /s/ Andrew S. Levine Name: Andrew S. Levine Title: Executive Vice President, Chief Legal Officer and General Counsel SL GREEN OPERATING PARTNERSHIP, L.P. By: SL GREEN REALTY CORP., its general partner By: /s/ Andrew S. Levine Name: Andrew S. Levine Title: Executive Vice President, Chief Legal Officer and General Counsel Date: December 31, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR