Carol Brown
About Carol N. Brown
Independent director at SL Green Realty Corp. since March 2022; age 55; professor of law with expertise in property, land use, real estate transactions, and housing law. Education: B.A. and J.D./LL.M. from Duke University. Prior legal practice included roles at Sirote & Permutt (real estate/consumer finance) and McGuire, Woods, Battle & Bootle (labor and employment). Background positions include a federal clerkship (N.D. Ala., Judge Sharon L. Blackburn). Core governance credentials stem from academic specialization in real estate law and regulatory frameworks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Richmond School of Law | Professor (Property Law Survey, Housing Law, Land Use Planning, Real Estate Transactions) | Since 2012 | Academic expertise in real estate/land use supports board oversight on regulatory and transactional matters |
| University of North Carolina School of Law | Professor | 2008–2012 | Real estate/housing scholarship; governance-relevant policy perspective |
| University of Alabama School of Law | Associate Professor; Assistant Professor | 2001–2004 (Assistant); subsequent Associate Professor (dates as disclosed) | Property law teaching/research |
| Sirote & Permutt, P.C. | Associate (general business, real estate, consumer finance) | Not disclosed | Transactional real estate experience |
| McGuire, Woods, Battle & Bootle, L.L.P. | Associate (labor and employment discrimination) | Not disclosed | Employment law exposure |
| U.S. District Court, N.D. Alabama | Judicial Law Clerk (Hon. Sharon L. Blackburn) | Not disclosed | Judicial perspective, legal rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public company directorships reported |
Board Governance
- Independence: Board determined Carol N. Brown is independent under NYSE standards and company independence standards .
- Committee assignments (current): Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (member). 2024 meeting counts: Audit (13), Compensation (3), NCGC (1). All committee members independent .
- Attendance: In 2024, all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions and oversight: Independent directors meet in executive session; NCGC oversees ESG; Audit oversees risk/compliance; Compensation oversees pay and incentive risk .
- Compensation Committee interlocks: None; Brown served on the Compensation Committee in 2024; committee used independent advisers (Gressle & McGinley; Ferguson Partners) .
Fixed Compensation (Director)
| Element | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $50,000 | |
| Meeting fees | $1,500 per Board/committee meeting; $4,000 per special Audit Committee meeting | |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $20,000; NCGC Chair $5,000 (not applicable to Brown unless chairing) | |
| Annual equity grant | $235,000, fully vested at grant (may be taken as phantom stock via deferral) | |
| 2024 compensation – Carol N. Brown | Cash fees: $74,000; Stock awards: $235,000; Total: $309,000 |
Notes: Directors may elect to receive cash fees in stock and/or defer into phantom stock units; phantom units accrue dividend equivalents and are settled upon termination/change in control per the director deferral program .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director equity | Fully vested at grant; subject to transfer restrictions if deferred as phantom units | No performance metrics apply to non-employee director equity grants |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Brown |
| Committee interlocks | None; Compensation Committee disclosed no interlocks; Brown served on the committee in 2024 |
Expertise & Qualifications
- Real estate/REIT-relevant legal expertise (property, land use, real estate transactions, housing law) aligned with SLG’s business; academic credentials support risk/regulatory oversight .
- Technology/cybersecurity awareness is listed among board skill matrices; Brown is recognized across risk management, REIT/real estate industry, academia, and government/regulatory experience in the skills matrix .
- Education: B.A., J.D./LL.M., Duke University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 3,437 | As of March 31, 2025 |
| Total shares and units beneficially owned | 13,221 | Includes phantom units; excludes unearned performance-based LTIP units |
| Phantom stock units included | 9,784 | Included within total shares/units |
| Ownership % of outstanding | <1% | Based on company table methodology |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer | Company policy; individual compliance not separately disclosed |
| Hedging/pledging | Company policy prohibits directors from hedging or pledging company securities | “What we don’t do” policy features |
Governance Assessment
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Strengths for investor confidence:
- Independence, full committee participation across Audit, Compensation, and NCGC; robust attendance (≥75%) .
- Relevant expertise in real estate law, land use, and regulatory policy enhances oversight in a New York–centric REIT context .
- Balanced, transparent director pay program with meaningful equity component; no options; ability to defer as phantom units aligns with long-term value .
- Strong governance practices: majority independent board; proxy access; majority voting with resignation policy; ESG oversight by NCGC; anti-hedging/anti-pledging; clawback policy adopted (Rule 10D-1 compliant) .
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Potential concerns/monitoring items:
- No specific disclosure of Brown’s ownership guideline compliance status; while a 5x retainer guideline exists, individual compliance is not itemized (monitor in future proxies) .
- No related-party transactions involving Brown were identified; continue to monitor RPT disclosures each year .
- As a multi-committee member, ensure workload/meeting cadence (13 Audit; fewer Comp/NCGC) continues without attendance risk; 2024 attendance threshold was met across the board .
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RED FLAGS: None disclosed specific to Carol N. Brown (no attendance shortfalls, no RPTs, no hedging/pledging exceptions, no delinquent Section 16 reports noted for her) .