Andrew Mathias
About Andrew W. Mathias
Andrew W. Mathias (age 51) is a director of SL Green Realty Corp. (director since 2014). He is not independent under NYSE standards; the Board classifies him alongside Marc Holliday and Stephen Green as non‑independent. He serves on the Executive Committee (member). Mathias is Founder of Edge Park Mgmt. LLC (since Jan 2024) and has been an advisor to SL Green since Jan 2024; he previously served as SL Green’s President (2007–Dec 2023), Chief Investment Officer (2004–2011), and earlier roles after joining in 1999. He holds a B.S. in Economics from the Wharton School, University of Pennsylvania.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| SL Green Realty Corp. | President | Apr 2007 – Dec 2023 | Senior executive leadership of NYC commercial real estate platform |
| SL Green Realty Corp. | Chief Investment Officer | Jan 2004 – Jan 2011 | Led investments; prior Director of Investments (2002) and VP (joined 1999) |
| Gramercy Capital Corp. | Chief Investment Officer | Aug 2004 – Oct 2008 | CIO during SLG’s external management of Gramercy |
| Capital Trust / Victor Capital Group | Investment professional | Pre‑1999 | Real estate investing experience |
| Bear Stearns & Co. | High yield & restructuring desk | Pre‑1999 | Credit/restructuring experience |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Edge Park Mgmt. LLC | Founder | Since Jan 2024 | General investment and advisory services |
| Regional Plan Association | Board Member | Not disclosed | Regional infrastructure and planning nonprofit governance |
| Public company boards | — | — | None disclosed for Mathias |
Board Governance
- Committee assignments: Executive Committee member; Executive Committee met 0 times in 2024 (authority over acquisitions/dispositions/financings; acts subject to Board oversight). Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent; Mathias is not listed on those committees.
- Independence status: Not independent (Board determined Mathias, Holliday, Green are not independent).
- Attendance: Board held five meetings in 2024; all directors attended at least 75% of Board and committee meetings for the periods they served.
- Executive sessions: Non‑management directors meet in executive session at least annually; sessions chaired by Lead Independent Director (John H. Alschuler, Lead Independent Director since 2010).
Fixed Compensation
Director pay framework (non‑employee directors):
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Payable quarterly; directors may elect stock in lieu and/or defer |
| Lead Independent Director retainer | $70,000 | Additional cash retainer |
| Committee Chair retainers | Audit $25,000; Compensation $20,000; NCGC $5,000 | Additional cash retainers |
| Meeting fees | $1,500 per Board/committee meeting; $4,000 per special Audit Committee meeting | Payable quarterly |
| Annual equity grant | $235,000 | Fully vested at grant; may be deferred into phantom units |
| Deferral program | Up to 100% of fees/equity can be deferred into phantom stock units or other measurement credits | Dividend equivalents on phantom units; payout per program terms |
Andrew W. Mathias – 2024 director and advisory compensation:
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 57,500 | Mathias elected to defer $57,500 of cash under the Directors’ Deferral Program |
| Stock awards | 235,000 | Annual grant value (fully vested at grant) |
| All other compensation | 99,996 | Monthly advisory retainer ($8,333/mo) under 2024 consulting agreement |
| Total | 392,496 | Sum of components |
Consulting arrangement (non‑renewal and advisory agreement):
- Term: Jan 1, 2024 – Dec 31, 2024 (renewable). Fee: $8,333/month; certain perquisites; separate from director fees. Continues Board service subject to nomination/election.
- Amounts confirmed in proxy’s related‑party section and director compensation footnotes.
Performance Compensation
Directors do not have performance‑based compensation. Annual equity awards are time‑based (fully vested at grant) with optional deferral; no formulaic operating or TSR metrics apply to director pay.
| Pay element | Performance metrics | Vesting mechanics |
|---|---|---|
| Annual equity grant ($235,000) | None for directors | Fully vested at grant; may be deferred as phantom units per program |
Other Directorships & Interlocks
| Entity | Type | Role | Status / Notes |
|---|---|---|---|
| Public company boards | Public | — | None for Mathias |
| Regional Plan Association | Non‑profit | Director | Active |
Expertise & Qualifications
- Experienced NYC commercial real estate investor and operator; prior CIO/President roles at SLG; capital markets and distressed credit experience (Bear Stearns high yield, Capital Trust/Victor Capital).
- Founder of Edge Park Mgmt. LLC (investment/advisory).
- Education: B.S. Economics, Wharton School (UPenn).
Equity Ownership
| Holder | Common shares (No.) | Common + Units (No.) | % of Common + Units |
|---|---|---|---|
| Andrew W. Mathias | 6,189 | 1,009,648 | 1.33% |
Policy notes:
- Hedging/pledging: Company insider trading policy prohibits directors/officers from hedging or pledging Company securities; no individual pledging disclosed for Mathias.
- Ownership guidelines: Non‑employee directors are subject to a 5x annual cash retainer stock ownership guideline.
Related Party Transactions (Conflict Review)
| Date | Counterparty | Transaction | Consideration | Mathias interest | Notes |
|---|---|---|---|---|---|
| Q2 2024 close | SPE acquiring 719 Seventh Ave | Sale of non‑core asset encumbered by $50.0M mortgage; conveyed for $30.5M plus fees to Company | Company received $30.5M + $4.5M facilitation payment | Mathias a partner in SPE; expected to own up to 40% (≈$7.0M investment); none of the $4.5M paid to Mathias | Arms‑length structured arrangement disclosed in “Certain Relationships and Related Party Transactions” |
| 2024 | SL Green | Non‑renewal & Advisory Agreement | $8,333/month (2024) | Mathias as advisor while serving as director | Consulting role disclosed in 8‑K and proxy related‑party section |
Implications:
- The SPE acquisition and 2024 advisory fees create potential conflict optics (director economic interests alongside Company transactions; paid consultant while on Board). These were disclosed and scoped; Board independence classification for Mathias is “not independent.”
Employment & Contract Transitions (historical)
- Non‑renewal of President employment agreement effective Dec 31, 2023; per 2024 proxy, Mathias became entitled (subject to release) to: $12,081,610 cash; acceleration of 172,847 unvested time‑based LTIP units (valued $7,807,499 at 12/31/2023); settlement of 38,273 deferred compensation units (valued $1,773,800); medical/welfare continuation $94,198; performance‑based LTIPs to continue per plan terms; restrictive covenants remain in force.
Governance Assessment
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Strengths
- Deep NYC REIT operating and investment expertise; long company tenure; capital markets and restructuring experience relevant to SLG’s opportunistic credit and special servicing initiatives.
- Attendance and engagement: ≥75% meeting attendance; participates on Executive Committee; Board has robust independent committee structure and stockholder‑friendly practices (majority voting, proxy access, stockholder bylaw amendment rights).
-
Risk indicators and red flags
- Non‑independent director status with recent executive role and concurrent 2024 paid advisory arrangement (optically weakens independence; creates potential for conflicts).
- Related‑party transaction: SPE with Mathias as partner acquired 719 Seventh Avenue; while Company received $4.5M facilitation payment (none to Mathias), the interlock warrants continued monitoring and robust recusal/approval processes.
- Concentration of influence: Membership on Executive Committee (though no 2024 meetings) alongside Chairman/CEO and founder; emphasizes need for clear recusals on matters involving his advisory work or external investments.
-
Alignment
- Material economic alignment through ownership (~1.33% of combined common and units) and director equity; hedging/pledging prohibited; director ownership guideline of 5x retainer applies.