📜 What This Document Is 📘

This document is SL Green Realty Corp.'s 2026 Proxy Statement, a mandatory filing with the SEC. Think of it like a detailed instruction manual for shareholders, explaining how the company is managed, who the leaders are, and what key decisions (like voting on directors or executive pay) need to be made at the upcoming Annual Stockholder Meeting.

👉 The core purpose is to inform you, the investor, about the company's governance, its management's compensation plans, and the proposals you must vote on.

🏗️ The Company Overview 🏙️

SL Green Realty Corp. is a large, established real estate investment trust (REIT) that focuses specifically on the lucrative New York City market. The company is a major Manhattan office landlord, giving it deep roots in one of the world’s premier real estate markets.

👉 As of December 31, 2025, SL Green manages interests in 56 buildings, representing a substantial portfolio of 31.4 million square feet. 👉 The company has demonstrated operational strength by achieving a same-store occupancy of 93.0% as of December 31, 2025—significantly outperforming the broader Manhattan market average of 86.1%.

🚀 Key Leadership and Personnel 👨‍💼

The company's leadership features a combination of deep institutional knowledge and modern strategic expertise. Marc Holliday serves as both the Chairman of the Board and Chief Executive Officer, having held these roles since 2001 and 2019, respectively.

👉 A key recent addition to the leadership team was Harrison Sitomer, who was promoted to President and CIO. The Board views this structure, combined with recent employment agreement extensions, as creating a "stable, tenured and loyal management team."

💡 Corporate Governance & Board Structure 📋

This section details the "rules of the road" for how the company is governed. SL Green maintains a diverse board structure, aiming for strong oversight and varied perspectives across its directors.

👉 The Board consists of eight members, with John H. Alschuler serving as the Lead Independent Director. This structure is designed to ensure independent oversight of the management team, particularly when the Chairman (Marc Holliday) is an executive officer. 👉 The Board’s governance framework includes a commitment to "Board Refreshment," having recently added independent directors like Carol N. Brown (2022) and Peggy Lamb (2025).

🗳️ Voting Matters and Governance Policies 🔄

The Proxy Statement details several votes stockholders must consider, including the election of directors, approval of executive pay, and ratifying the independent accounting firm. These processes are governed by strict rules.

• Election of Directors: The Board recommends voting "FOR" all eight nominees. The company uses a Majority Vote Standard, meaning a nominee must receive more votes "for" than "against" to be elected.
• Board Committees: The Board has four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee.
• Director Independence: The Board confirmed that nominees like John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Craig M. Hatkoff, and Peggy Lamb are independent directors under NYSE listing standards.

📈 Commitment to ESG and Sustainability 🌱

Sustainability is a cornerstone of the company's strategy, going far beyond simple compliance. SL Green emphasizes its leadership role in building sustainable properties and managing climate risk.

👉 The company takes great pride in its operational commitment, noting that "100% of our owned and operated portfolio hold one or more sustainability certifications." 👉 Critically, SL Green is fully compliant with NYC’s stringent Local Law 97 (LL97) initial compliance period of 2024—2029, an emissions law considered "the most ambitious... in the country."

💼 Executive Compensation Strategy 💰

This is one of the most heavily detailed sections, showing that the company is highly responsive to shareholder input. SL Green’s compensation philosophy has completely shifted to reward performance and align management interests directly with stockholder value.

👉 The Core Philosophy: The company emphasizes a "pay-for-performance" model aimed at aligning management and stockholder interests. The overall goal is to balance reward with risk while attracting and retaining top NYC real estate talent.

🔄 Changes Based on Stockholder Feedback (2025 Meeting)

SL Green detailed significant changes implemented following feedback from the June 3, 2025 Annual Meeting. The company eliminated nearly all "guaranteed" incentives, making pay highly variable and performance-driven.

• Annual Bonuses: The performance basis for bonuses was increased significantly. For example, the General Counsel’s annual bonus moved from a "100% discretionary" to a "50% formulaic performance-based annual bonus" (effective August 2025).
• Long-Term Incentives: All short-term performance periods were eliminated. Instead, the company adopted three-year performance goals for all long-term equity awards (e.g., for the General Counsel's 2025 awards and the CFO's 2026 awards).
• Change in Control: They eliminated provisions for formulaic cash payments following a change in control, providing greater transparency regarding payouts.

📄 Board Responsiveness to Shareholder Feedback 🎯

The Board took direct action based on what stockholders heard. The company’s commitment to this dialogue is a significant governance highlight.

• Direct Engagement: The Board has actively engaged with shareholders, participating in calls with stockholders representing approximately 61% of Outstanding Shares.
• Direct Action: The Board implemented changes such as clarifying that the CEO’s annual time-based award is not guaranteed, with the ultimate value determined by the Compensation Committee based on prior year performance.

📞 Meeting Logistics and Contacts 🗓️

If you plan to vote or attend the meeting, there are specific dates and procedures to follow.

• Annual Meeting Date: The 2026 Annual Meeting of stockholders is scheduled for June 2, 2026, at 12:00 p.m., Eastern Time.
• Record Date: The Board has fixed the record date for determining eligible stockholders as March 31, 2026.
• Voting Options: Stockholders are strongly encouraged to vote early via methods like the Internet (www.proxyvote.com) or by phone (1-800-454-8683).

🧠 The Analogy

Think of the company's corporate governance like a professional orchestra. In the past, some sections (like the CEO's salary) might have been given large, unconditional endowments, regardless of how well the symphony played. Since 2025, SL Green has fundamentally restructured that budget. They have replaced those unconditional payments with a strict "Pay-for-Performance" system. Now, every musician's payment is tied directly to the overall quality of the performance—if the profits are high (a stellar performance), everyone benefits. This makes the management team deeply invested in the success of the whole group.

🧩 Final Takeaway

SL Green is a sophisticated, highly resilient NYC real estate company. Its primary narrative signals a strong shift toward governance best practices: the management is implementing performance-based compensation tied to rigorous, measurable goals to ensure every executive's success is directly linked to the long-term financial value created for stockholders.