Sl Green Realty Corp DEFR14A, filed May 10, 2023

Sl Green Realty Corp (SLG)

DEFR14A 2023-05-10

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☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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John H. Alschuler	Betsy S. Atkins	Carol N. Brown
Lead Independent Director	Independent Director	Independent Director

Edwin T. Burton, III	Lauren B. Dillard	Stephen L. Green
Independent Director	Independent Director	Director and Chairman Emeritus

Craig M. Hatkoff	Marc Holliday	John S. Levy
Independent Director	Chairman of the Board of Directors and Chief Executive Officer	Independent Director

Andrew W. Mathias
President and Director

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

Election of Directors
● The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated nine directors for re-election to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualify.			The Board recommends a vote FOR each Nominee. SEE PAGE 9 ►

John H. Alschuler	Edwin T. Burton, III	Craig M. Hatkoff
Betsy S. Atkins	Lauren B. Dillard	Marc Holliday
Carol N. Brown	Stephen L. Green	Andrew W. Mathias


● Our nominees represent a Board that has a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender.
● Each nominee has key skills that we believe are valuable to the effective oversight of the Company and the execution of our strategy.


Advisory Approval of Executive Compensation ● At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that strives to align stockholder value with the economic interests of our management team. ● We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive New York City real estate market, to align management and stockholder interests and to continue to drive our long-term track record of superior return to stockholders.			The Board recommends a vote FOR this proposal. SEE PAGE 41 ►


Ratification of Independent Registered Public Accounting Firm ● The Audit Committee of the Board has appointed the accounting firm of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. ● The Audit Committee and the Board believe that the continued appointment of Ernst & Young LLP is in the best interest of the Company and its stockholders.			The Board recommends a vote FOR this proposal. SEE PAGE 81 ►


Advisory Vote on Whether an Advisory Vote on Executive Compensation Should Be Held Every One, Two or Three Years ● The Compensation Committee and the Board believe that a vote on the compensation of our named executive officers every year is in the best interests of the Company.			The Board recommends a vote for ONE YEAR. SEE PAGE 83 ►

●	SLG does not subscribe to a traditional “buy and hold” strategy and is a very active transaction-oriented company
●	We are focused principally on the Manhattan market, where we have significant experience and valuable insights
●	We consider sustainability as a value driver and are committed to maintaining our ESG industry leadership by further reducing our environmental impact
●	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

●	We understand that mitigation of climate change risks and reducing emissions serve as opportunities to maximize the value of our portfolio for our stakeholders, including building tenants, investors and employees
●	We have integrated our ESG framework throughout the business
●	We are governed by environmental and social policies that are intended to guide sustainable operations, contribute to effective risk management and positively impacts our stockholders, employees, tenants, and community
●	We have positioned ourselves as leaders in ESG, improving environmental performance through upgrades driven by energy efficiency and executing initiatives centered on the health and wellness of our tenants and occupants

96%		23M
Of Reporting Properties⁽¹⁾ Hold a Green Building Certification		Square Fee Earned the WELL Health- Safety Rating

		Diversity
		Our Board nominees have a diversity of knowledge, skills, experience and perspectives, as well as diversity of age and gender

		50%
		of our independent Board nominees are diverse, including gender and racial/ethnic diversity


		Experience
		Our Board nominees have broad experience serving on public boards in industries relevant to the Company

		56%
		of our Board nominees currently serve or have served on the Boards of other publicly traded companies


		Leadership
		Our Board nominees have strong corporate leadership backgrounds such as being CEO, CFO or holding other Executive positions

		89%
		of our Board nominees currently serve or have served as CEO or in senior leadership positions

		Stockholder Amendments to Bylaws
		We provide stockholders the right to amend our bylaws by a majority vote without any ownership or holding period limitations.

		Proxy Access
		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.

	Pay Element	Key Characteristics
	Annual Base Salary	Represents the only fixed component
	Annual Cash Bonus	Determined 100% formulaically for both our CEO and President and, beginning in 2023, 60% formulaically for our CFO, based on weightings that directly correspond to our strategy
	Performance-Based Equity Awards	Awards are (i) 50% based on performance against annual operating goals, subject to a modifier based on absolute TSR over a three-year performance period and (ii) 50% based on relative TSR over a three-year performance period
	Time-Based Equity Awards	Multi-year time-based equity awards that vest based on continued service, and are subject to a no-sell restriction for three years after grant date

●	Reduced discretion in bonuses for our NEOs
●	Included a vesting cap for performance-based awards that may be earned based on performance relative to our peers in the event of negative multi-year TSR,
●	Eliminated automobile allowances for all NEOs, and
●	Intends to eliminate short-term measurement periods from long-term performance-based equity awards, in future employment agreements with the Company’s CEO and President.

ESG Leadership	Industry Leadership	Building Certifications	Awards & Accolades
Highest Scoring U.S. Office REIT	Public Commitment to SBTi	11 Buildings and 10M SF	Partner of the Year Sustained Excellence 2018-2022
Top 20% of all GRESB Participants	Early Adopter for Global Risk Disclosure	22 Buildings and 20M SF	FTSE4Good Index Constituent 2020-2022
Top 25% of all Residential & Commercial REITs	SASB Real Estate Standards Release, 2021-2022	25 Buildings and 23M SF	2022 Earth Award, 11 Madison
R-Factor^TMScore Outperformer 2020-2022	Net Zero by 2050 Goal — Aligned	1 WELL v2 Platinum	Gold Level 2020-2023
2022 Score Increased from 64 to 68 Against Peer Average of 21 (as of 12/1/22)		6 Certified Buildings	Changemaker Award 2018-2022
Top 10 ESG Disclosure Score Among REITs Listed on Russell 1000 Index		24 LEED Certified Buildings (see p. 43 for details)	2022 Employer of the Year
Low-Risk ESG Risk Rating		28 Certified Buildings	2022 Real Estate and Construction Council Gala Honoree —Edward V. Piccinich



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 PAGE 9 ►		To hold an advisory vote on executive compensation PAGE 41 ►		To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 PAGE 81 ►		To hold an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years PAGE 83 ►
	Vote FOR		Vote FOR		Vote FOR		Vote for ONE YEAR


In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the annual meeting and at any adjournments or postponements thereof. Any action may be taken on the foregoing matters at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned, or to which the annual meeting may be postponed. The Board of Directors has fixed the close of business on March 31, 2023 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof. By Order of the Board of Directors, Andrew S. Levine Secretary New York, New York April 21, 2023 Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 5, 2023. This proxy statement and our 2022 Annual Report to Stockholders are available at http://www.proxyvote.com	Voting Your vote is very important to us. Please vote as soon as possible by one of the methods shown below:
		By Internet Visit www.proxyvote.com	By Telephone Call 1-800-454-8683
		By Tablet or Smartphone Scan this QR code to vote with your mobile device
	Whether or not you plan to attend the annual meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone by following the instructions on the website indicated in the Notice of Internet Availability of Proxy Materials that you received in the mail. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you attend the annual meeting, you may vote during the annual meeting if you wish, even if you previously have signed and returned your proxy card. You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the annual meeting. To be admitted to the annual meeting, you will be required to present a recent brokerage statement or other evidence of your ownership of our stock as of the record date of the annual meeting. Please note that if your shares are held of record by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares voted.

PROPOSAL 1

LETTER TO STOCKHOLDERS

2023 PROXY STATEMENT HIGHLIGHTS		2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		7

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		9
Proposal 1: Election of Directors		9
Information Regarding the Director Nominees		10
Board Structure and Independence		23
Board Committees		25
Corporate Governance		29
Director Compensation		38

EXECUTIVE OFFICERS		40

EXECUTIVE COMPENSATION		41
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers		41
Compensation Discussion and Analysis		42
Compensation Committee Report		65
Executive Compensation Tables		66

AUDIT COMMITTEE MATTERS		80
Audit Committee Report		80
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm		81
Pre-Approval Policies and Procedures of our Audit Committee		82
Fee Disclosure		82

OTHER PROPOSALS		83
Proposal 4: Non-Binding, Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of Our Named Executive Officers		83

STOCK OWNERSHIP INFORMATION		84
Security Ownership of Certain Beneficial Owners and Management		84
Delinquent Section 16(a) Reports		86

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		87

OTHER INFORMATION		90
Questions and Answers about the Annual Meeting		90
Other Matters		93

APPENDIX A		A-1

C = Chair	AC = Audit Committee	NCGC = Nominating and Corporate Governance Committee
M = Member	CC = Compensation Committee	EC = Executive Committee

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

Skills, Experiences and Attributes	Alschuler	Atkins	Brown	Burton, III	Dillard	Green	Hatkoff	Holliday	Mathias
Executive Leadership
Finance/Capital Markets
Risk Management
Public Company Board Service/ Corporate Governance
REIT/Real Estate Industry
Experience Over Several Business Cycles
Talent Management
Academia
Accounting
Government/Regulatory Experience
Technology/Cybersecurity
Diversity


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 ●Executive Chairman of Therme Group US, an entity which designs, builds and operates large scale well-being facilities, since 2022 ●Chair of HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization, from 2008 to 2021 ●Adjunct Associate Professor, Graduate School of Architecture, Planning & Preservation at Columbia University, teaching real estate development ●Board of Directors of the Center for an Urban Future, Friends of the High Line Inc., and the Sag Harbor Cinema Arts Center, each a 501(c)(3) tax-exempt organization ●B.A. degree from Wesleyan University and Ed.D. degree from the University of Massachusetts at Amherst Other Public Board Directorships ●Xenia Hotels and Resorts, Inc. since 2015 ●The Macerich Company since 2015


Skills, Experiences and Attributes
	Executive Leadership	Finance/Capital Markets
	Risk Management	Public Company Board Service/ Corporate Governance
	REIT/Real Estate Industry	Experience Over Several Business Cycles
	Talent Management	Academia
	Government/Regulatory Experience

Ms. Atkins has deep expertise in many areas, including executive leadership and operational experience in various technology, durable goods, energy efficiency infrastructure and retail industries, as well as significant public board experience, which gives her broad experience and thought leadership in corporate governance matters generally, including executive compensation and evolving best practices in sustainability and enterprise risk management.


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


Skills, Experiences and Attributes
	Executive Leadership	Finance/Capital Markets
	Risk Management	Public Company Board Service/ Corporate Governance
	Experience Over Several Business Cycles	Accounting
	Technology/Cybersecurity	Diversity


Ms. Brown’s extensive experience in academia, including teaching and writing in the areas of property, land use planning, real estate transactions, and housing law, bring a unique and valuable perspective to the Board.


Professional Experience ●Professor at the University of Richmond School of Law since 2012, teaching Property Law Survey, Housing Law, Land Use Planning, and Real Estate Transactions ●Former Professor at the University of North Carolina School of Law from 2008 to 2012 and Associate Professor from 2007 to 2008 ●Former Associate Professor of Law at the University of Alabama School of Law, and Assistant Professor from 2001 to 2004 ●Former Associate at Sirote & Permutt, P.C. in Birmingham, Alabama focusing on general business, real estate, and consumer finance ●Former Associate at McGuire, Woods, Battle & Bootle, L.L.P. in Richmond, Virginia focusing on labor and employment discrimination ●Former Judicial Law Clerk for the Honorable Sharon L. Blackburn, United States District Court, Northern District of Alabama ●B.A. from Duke University and J.D./L.L.M. from Duke University School of Law


Skills, Experiences and Attributes
	Risk Management	REIT/Real Estate Industry
	Academia	Government/Regulatory Experience
	Technology/Cybersecurity	Diversity


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


Skills, Experiences and Attributes
	Executive Leadership	Finance/Capital Markets
	Risk Management	Public Company Board Service/Corporate Governance
	Experience Over Several Business Cycles	Academia
	Accounting


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


Professional Experience ●Senior Managing Director and Chief Financial Officer of Vista Equity Partners, a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, since April 2022 ●Executive Vice President of Investment Intelligence of Nasdaq, Inc., a global technology firm serving the capital markets and other industries, from June 2019 to April 2022 ●Managing Director for the Carlyle Group, a global alternative asset manager, from 2011 to May 2019, head of Carlyle’s Investment Solutions Group from December 2015 to May 2019, and member of Carlyle’s Management Committee; joined Carlyle in 2002 ●Chief Operating Officer and Chief Financial Officer of Carlyle’s Investment Solutions Group from 2013 to December 2015; former head of Global Tax Department and head of Global Equity Programs; and member of Carlyle’s Transaction Team where she played a significant role in transactions, including Carlyle’s initial public offering ●Served in the Real Estate and Financial Services Group of the Tax Practice of Arthur Andersen, LLP prior to 2002 ●B.S. in business administration from the University of Richmond


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


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


Skills, Experiences and Attributes
	Executive Leadership	Finance/Capital Markets
	Risk Management	REIT/Real Estate Industry
	Experience Over Several Business Cycles	Talent Management
	Government/Regulatory Experience


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 ●Member of the Board of Directors of Mandela Institute for Humanity ●Former member of the Board of Directors of Taubman Centers, Inc., 2004 to January 2019 and Colony Capital, Inc. from February 2019 to February 2021 Other Public Board Directorships ●Jaguar Global Growth Corporation I since February 2022


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


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 ●Chairman 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


Skills, Experiences and Attributes
	Executive Leadership	Finance/Capital Markets
	Risk Management	REIT/Real Estate Industry
	Experience Over Several Business Cycles	Talent Management
	Government/Regulatory Experience


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


Skills, Experiences and Attributes
	Executive Leadership	Finance/Capital Markets
	Risk Management	REIT/Real Estate Industry
	Experience Over Several Business Cycles	Talent Management
	Government/Regulatory Experience


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

50% of our independent Board nominees are diverse, including gender and racial/ ethnic diversity	56% of our Board nominees currently serve or have served on the Boards of other publicly traded companies	89% of our Board nominees currently serve or have served as CEO or in senior leadership positions

	Identify Potential Candidates		Our Nominating and Corporate Governance Committee solicits and considers suggestions from our directors and management regarding possible nominees. Our Nominating and Corporate Governance Committee also may procure the services of outside sources or third parties to assist in the identification of director candidates. Candidates may also be identified by stockholders.
	In-Depth Committee Review		The Nominating and Corporate Governance Committee: ● Considers experience, qualifications, and diversity, including ethnic/racial diversity ● Meets with candidates and conducts interviews —In considering a potential nominee, each member of the Nominating and Corporate Governance Committee has the opportunity to interview potential nominees in person or by telephone and to submit questions to such potential candidate. ● Review independence and potential conflicts
	Recommend Candidates to Full Board		The Nominating and Corporate Governance Committee presents potential candidates to full Board for open discussion.
	Review by Full Board		The full Board is responsible for approving potential candidates.

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 candidate’s diversity, including with respect to gender, race, ethnicity and perspectives;
●	the candidate’s industry knowledge and experience;
●	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; and
●	the candidate’s knowledge in the area of cybersecurity.

1.	consult with the Chairman of the Board and Chief Executive Officer as to an appropriate schedule and agenda for each Board meeting, seeking to ensure that the independent directors can perform their duties effectively and responsibly;
2.	ensure that the independent directors have adequate resources, especially by way of full, timely and relevant information to support their decision making;
3.	advise the Chief Executive Officer and Chairman as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
4.	recommend to the Board and the Board Committees the retention of advisers and consultants who report directly to 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 and Chairman 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 Chairman 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.



Initiate Process	Conduct Evaluation	Implement Conclusions

NCGC establishes Board and committee self-evaluation process, including incorporation of process improvements from previous review cycles	Directors meet to formally discuss the functioning of the Board and any committees on which they serve to identify areas for improvement. Independent directors meet separately with outside counsel	The Board and each committee implement proposed governance improvements with assistance of management and third party advisors, as needed