Craig Hatkoff
About Craig M. Hatkoff
Independent director of SL Green Realty Corp. since 2011; age 71, serving on the Audit Committee and chairing the Nominating & Corporate Governance Committee . Background spans real estate finance, capital markets, private investing, and executive management (Chemical Bank, Victor Capital Group, Capital Trust), plus entrepreneurial and academic roles (co‑founder, Tribeca Film Festival; Adjunct Professor, Columbia Business School) . The Board has determined he is independent under NYSE standards; SLG’s Board held five meetings in 2024, with all directors attending at least 75% of Board and committee meetings during their service periods .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Trust, Inc. (NYSE) | Vice Chairman; Director | Vice Chair 1997–2000; Director 1997–2010 | One of largest dedicated real estate mezzanine lenders; governance experience relevant to REITs |
| Victor Capital Group, L.P. | Founder & Managing Partner | 1989–1997 | Built platform later acquired by Capital Trust; deep real estate finance expertise |
| Chemical Bank | Co‑Head, Real Estate Investment Banking | Not dated | Pioneer in commercial mortgage securitization; valuation and financing know‑how |
| NYC School Construction Authority | Trustee | 2002–2005 | Oversight of large capital projects; public sector governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jaguar Global Growth Corporation I | Director (public company) | Since Feb 2022 | SPAC board service; capital markets and governance perspective |
| Captivision Inc. | Director (public company) | Since Nov 2023 | Technology/media exposure; innovation/brand insights |
| Tribeca Film Festival | Co‑founder | Ongoing | Entrepreneurial and brand‑building experience |
| Turtle Pond Publications LLC | Chairman | Ongoing | Children’s publishing/entertainment; private investing |
| Academia | Adjunct Professor, Columbia Business School | Ongoing | Teaching/mentoring; strategic and analytical rigor |
| Non‑profits | Board roles: Sesame Workshop; Rock & Roll Hall of Fame; Mandela Institute for Humanity; Desmond Tutu Peace Foundation; Wildlife Direct; Tribeca Film Institute | Various | Civic engagement; reputational capital |
Board Governance
- Committee assignments (current): Audit Committee member; Nominating & Corporate Governance Committee Chair. Compensation Committee chaired by Lauren B. Dillard (interim); Executive Committee chaired by Marc Holliday (Hatkoff not listed) .
- Independence: The Board determined Hatkoff is independent under NYSE standards .
- Attendance and engagement: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings. Committee meetings in 2024: Audit (13), Compensation (3), Nominating & Corporate Governance (1), Executive (0) .
- ESG oversight: As NCGC Chair, his committee oversees ESG strategy and related risk .
- Stockholder engagement: Chairs of Compensation and NCGC and management engaged investors post‑2024 Annual Meeting (offered engagement to holders of ~68% of shares; directors participated in calls representing ~39% of shares) .
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual cash retainer | $50,000 for non‑employee directors |
| Chair fees | $5,000 for NCGC Chair |
| Meeting fees | $1,500 per Board/committee meeting; $4,000 per special Audit Committee meeting independent of Board meetings |
| Stock grant | $235,000 grant‑date value; fully vested at grant |
| 2024 total paid to Hatkoff | Cash fees: $82,000; Stock awards: $235,000; Total: $317,000 (no options granted) |
Performance Compensation
- Directors do not have performance‑conditioned equity; the annual director stock grant is fully vested at grant .
- Deferral program: Directors may defer up to 100% of cash fees and stock grants into phantom stock units, account credits (30‑day SOFR +2.10% at month‑start), or measurement fund credits; dividend equivalents may be paid currently or reinvested; settlement at termination or change in control per program terms .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Notes |
|---|---|---|
| Jaguar Global Growth Corporation I | Public (SPAC) | No SLG‑disclosed related transactions; adds capital markets perspective |
| Captivision Inc. | Public | No SLG‑disclosed related transactions; technology/media exposure |
- Related‑party transactions: SLG discloses related‑party items involving Stephen L. Green and Andrew Mathias (e.g., 719 Seventh Ave SPE, 760 Madison condo sale, advisory agreement) but no transactions involving Hatkoff are disclosed; NCGC reviews/approves related‑party transactions under Board‑approved procedures .
Expertise & Qualifications
- Skills matrix recognition: Executive leadership, finance/capital markets, risk management, corporate governance, REIT/real estate industry, experience over several business cycles, talent management, academia, accounting, technology/cybersecurity .
- Professional credentials: Real estate mezzanine finance leadership; securitization pioneer; public company board experience; civic/non‑profit leadership; adjunct professor .
Equity Ownership
| As of Mar 31, 2025 | Beneficial Ownership |
|---|---|
| Common shares owned | 2,052 shares; <1% of outstanding |
| Phantom/LTIP/Units | No phantom/LTIP/common units disclosed for Hatkoff; group details provided separately in footnotes |
| Shares outstanding baseline | 71,010,969 common shares outstanding (plus OP units/LTIP units noted for denominator methodology) |
| Options | No director stock options granted in 2024 |
- Pledging/hedging: No disclosure of share pledging or hedging by Hatkoff in the proxy; SLG’s Code of Ethics addresses conflicts of interest and compliance broadly .
Governance Assessment
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Board effectiveness: Hatkoff’s finance/real estate depth and prior public company board service align with SLG’s needs; his leadership of NCGC centralizes director recruitment, succession planning, governance principles, and ESG oversight, supporting investor confidence in board refreshment and oversight processes .
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Independence and attendance: Independent under NYSE standards; board‑wide attendance thresholds met, and active committee cadence (Audit 13; NCGC 1) evidences engagement .
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Compensation alignment for directors: Cash retainer modest; equity grant standardized and fully vested, with robust voluntary deferral/phantom unit mechanisms that can enhance alignment (dividend equivalents and equity‑linked accounting), though the absence of performance conditions at the director level is typical for REITs .
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Ownership alignment: Direct ownership is small (<1%), consistent with SLG’s director compensation and deferral structure; no options in 2024 for directors, limiting risk of option repricing .
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Potential conflicts/related parties: No related‑party transactions disclosed for Hatkoff; NCGC (which he chairs) supervises policy and approvals, mitigating conflict risk and reinforcing governance controls .
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Shareholder engagement signal: Chairs (including NCGC and Compensation) and management undertook extensive outreach post‑2024 Annual Meeting—supports responsiveness to investor input on governance and pay practices .
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RED FLAGS
- None disclosed specific to Hatkoff (no related‑party transactions; no pledging; attendance threshold met) .
- Board‑level related‑party items (Green/Mathias) underscore the importance of NCGC oversight; Hatkoff’s chair role is a mitigating factor rather than a red flag when processes are transparently followed .
Implications: Hatkoff’s profile strengthens SLG’s governance through seasoned capital‑markets and REIT expertise and leadership of the NCGC, with no apparent conflicts or attendance issues. Investor confidence benefits from transparent related‑party oversight and ongoing shareholder engagement, while director equity deferral options support alignment without introducing performance‑conditioned risks at the board level .