Andrew Levine

About Andrew Levine

Andrew S. Levine is Chief Legal Officer and General Counsel at SL Green, serving as an executive officer since 2007 (General Counsel since November 2000; Chief Legal Officer since April 2007). He is 66 years old, holds a B.A. from the University of Vermont and a J.D. from Rutgers School of Law, and previously practiced as a partner at Pryor Cashman and at Dreyer & Traub . Company performance during the latest year included 58% TSR in 2024 (135% over two years), Normalized FFO/share of $5.24, 92.5% Manhattan same-store occupancy, 3.6M sq ft leasing volume, $209M Normalized Funds Available for Distribution, and substantial debt extensions/modifications—key drivers underpinning incentive outcomes for executives, including the General Counsel .

Past Roles

Organization	Role	Years	Strategic Impact
Pryor, Cashman, Sherman & Flynn, LLP	Partner (REIT/Real Estate Transactions & Business groups)	Not disclosed	Led complex real estate and REIT transactions; foundation for SLG’s in-house legal sophistication
Dreyer & Traub	Partner	Not disclosed	Real estate-focused practice; transactional depth relevant to SLG strategy execution

External Roles

Organization	Role	Years	Notes
Rutgers Center for Corporate Law and Governance	Advisory Committee Member	Not disclosed	Ongoing external governance engagement

Fixed Compensation

Multi-year compensation (Summary Compensation Table values):

Metric	2022	2023	2024
Salary ($)	$580,000	$580,000	$580,000
Bonus ($)	—	—	—
Stock Awards ($)	$3,935,842	$2,839,185	$2,536,465
Option Awards ($)	—	—	—
Non-Equity Incentive ($)	—	—	—
All Other Compensation ($)	$12,200	$13,200	$13,800
Total ($)	$4,528,042	$3,432,385	$3,130,265

Notable 2024 cash/equity decisions:

2024 annual bonus approved at $1,025,000 and delivered 100% in equity (14,900 LTIP units granted January 2025; fully vested on grant but subject to a 3-year no-sell restriction) .
2024 time-based LTIP award target value $1,812,500 (26,564 LTIP units), vesting January 1, 2026, subject to continued employment .

Performance Compensation

Annual bonus construct and performance equity detail:

Component	Metric	Weighting	Target	Actual/Payout	Vesting
2024 Annual Bonus (General Counsel)	Company operational and strategic goals; same criteria framework as CEO/CFO formulaic program but GC bonus is 100% discretionary	Not disclosed	Not disclosed	$1,025,000; paid entirely in LTIP units granted Jan 2025; 3-year no-sell restriction	Fully vested on grant; equity no-sell for 3 years
2024 Performance-Based LTIP	Multi-year program: Absolute TSR modifier and 3-year Relative TSR vs peer set; operational goals underpinning awards	Not disclosed	Target notional value: $555,556	Units framework: Threshold 5,619; Target 11,988; Max 26,972; Projected earned 24,275 units as of 12/31/2024	50% vests 12/31/2026; 50% vests 12/31/2027
Outstanding annual award outcomes (earned units)	Operational performance LTIP earned (2024/2023/2022), time-based LTIP sequences	Not applicable	Not applicable	2024 op perf earned: 8,391 units; 2023 op perf earned: 6,377 units; 2022 perf LTIP earned: 7,010 units; 2024 time-based: 28,050 units; 2023 time-based: 19,378 units; 2022 time-based: 5,898 units	Per applicable schedules in notes

Equity Ownership & Alignment

Beneficial ownership (as of 3/31/2025):
- Common stock: 8,288 shares; less than 1% of outstanding
- Common stock and units combined: 227,590; less than 1% of outstanding
Outstanding equity awards (12/31/2024):
- Unvested stock/units: 75,104 units; market value $5,101,064 at $67.92/unit
- Unearned performance units: 36,338 units; market/payout value $2,468,077 at $67.92/unit, subject to performance
- Options: 15,000 options, exercise price $106.05, expire 01/11/2027 (out-of-the-money at $67.92 on 12/31/2024)
Stock ownership guidelines and status:
- Requirement: 6x base salary for NEOs
- Andrew Levine actual equity ownership: 23x base salary; compliance status: exceeds guideline
Hedging/pledging:
- Policy prohibits directors and officers from hedging or pledging SLG securities or engaging in short sales .

Employment Terms

Core contract terms (Levine):

Employment agreement term: 1/1/2022–1/1/2025
Annual salary under agreement: $580,000
Bonus: no formulaic schedule; discretionary
Severance (without CIC vs with CIC):
- Cash severance: 1x (2x if CIC) sum of base salary plus average annual bonus for prior two years
- Pro-rata bonus: payable for partial year
- Time-based equity: accelerated vesting of unvested time-based awards; performance-based awards per their terms
- Benefits continuation: 24 months (36 months if CIC) for CEO/CFO; for GC, see quantified estimates below
- Double-trigger standard: cash severance and accelerated vesting require CIC plus qualifying termination

Hypothetical termination/CIC values (as of 12/31/2024; based on $67.92 stock price):

Scenario	Pro-Rata Bonus ($)	Cash Severance ($)	LTIP/Stock Unit Vesting Value ($)	Benefits Continuation ($)
Termination without Cause or for Good Reason	$925,000	$1,505,000	$4,242,328	$51,623
Termination with Change in Control	$925,000	$3,010,000	$7,569,073	$103,246
Disability	$925,000	$1,505,000	$4,242,328	$154,869
Death	$925,000	—	$4,242,328	—

Restrictive covenants:

Non-compete: 6 months after termination (unless termination upon non-renewal of agreement); plus non-solicit, non-disparagement, non-interference, and litigation cooperation covenants .
Clawback: incentive recoupment policy for accounting restatement events .
No excise tax gross-ups; no single-trigger severance or vesting; no option repricing .

Investment Implications

Pay-for-performance alignment appears strong: GC’s 2024 bonus fully in equity with a 3-year no-sell restriction, and performance LTIP tied to multi-year TSR metrics with staged vesting in 2026/2027, which moderates near-term selling pressure and aligns outcomes to long-term TSR .
Retention risk looks contained near term: material unvested time-based and performance-based awards, and 6-month non-compete; however, the prior agreement term ended 1/1/2025—monitor successor contract disclosures and any 8-K updates .
Governance safeguards reduce red flags: no hedging/pledging, double-trigger CIC protections, clawback policy, and no tax gross-ups; ownership guidelines are exceeded (23x vs 6x), indicating significant personal alignment .
Trading signals: Option tranche (15,000 @ $106.05) is out-of-the-money vs $67.92 YE price; watch vest dates (Jan 1, 2026; Dec 31, 2026/2027) and the 3-year no-sell expiry on 2025 bonus LTIPs for potential liquidity events rather than near-term selling pressure .