Lauren Dillard
About Lauren B. Dillard
Lauren B. Dillard, age 49, has served as an independent director of SL Green since 2016. She is Audit Committee Chair, Interim Chair of the Compensation Committee, and is designated by the Board as an “audit committee financial expert.” Her background spans senior finance and operations roles at Vista Equity Partners (Senior Managing Director and CFO since April 2022), Nasdaq (EVP, Investment Intelligence, 2019–2022), and The Carlyle Group (2002–2019), underpinned by tax and real estate expertise from Arthur Andersen; she holds a B.S. in business administration from the University of Richmond .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nasdaq, Inc. | EVP, Investment Intelligence | Jun 2019 – Apr 2022 | Led investment intelligence business supporting capital markets; brings market structure and data/technology perspective to SLG oversight . |
| The Carlyle Group | Managing Director; Head, Investment Solutions Group; member of Management Committee | 2011 – May 2019 (joined Carlyle 2002) | Deep global private equity experience; leadership in investment solutions, tax, equity programs, and IPO transactions; strengthens finance and compensation governance expertise . |
| The Carlyle Group | COO & CFO, Investment Solutions Group | 2013 – Dec 2015 | Operational leadership in multi-manager solutions; finance discipline relevant for audit oversight . |
| Arthur Andersen LLP | Real Estate & Financial Services Group, Tax Practice | Pre-2002 | Tax, real estate, and financial services expertise; supports complex REIT accounting/tax review . |
External Roles
| Organization | Role | Start Date | Responsibilities/Impact |
|---|---|---|---|
| Vista Equity Partners | Senior Managing Director & Chief Financial Officer | Apr 2022 – Present | CFO of leading enterprise software investor; enhances technology, data, and capital markets proficiency for SLG’s audit and compensation oversight . |
Board Governance
- Committee leadership: Audit Committee Chair; Compensation Committee Interim Chair; both committees are 100% independent per NYSE standards .
- Independence: Board determined Ms. Dillard is independent under NYSE listing standards and the company’s director independence standards .
- Financial expert: Board determined Ms. Dillard qualifies as an “audit committee financial expert” (Reg S-K Item 407(d)) .
- Attendance and engagement: Board held five meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; Audit Committee met 13 times; Compensation Committee met 3 times; Dillard also leads investor engagement in her Compensation Committee capacity .
- Committee processes: Compensation Committee utilized independent consultants (Gressle & McGinley through June 2024; Ferguson Partners since Sep 2024) and integrated stockholder feedback into executive pay design; Ferguson also assisted with CEO contract structuring and served as executive search firm for board refreshment .
Fixed Compensation
| Component | Structure | FY2024 Amount (Dillard) |
|---|---|---|
| Annual cash retainer | Non-employee director | $50,000 |
| Chair retainer – Audit | Additional cash | $25,000 |
| Chair retainer – Compensation | Additional cash | $20,000 |
| Meeting fees | Board/committee mtgs | $1,500 per meeting; $4,000 per special Audit Committee meeting |
| Annual stock grant | Fully vested at grant date | $235,000 |
| Total fees paid (cash) | Per director table | $142,500 |
| Total compensation | Cash + stock awards | $377,500 |
- Deferral program: Directors may elect to defer up to 100% of cash fees and stock grants into phantom stock units, SOFR+2.10% account credits, or selected mutual fund measurement credits; dividend equivalents on phantom units may be reinvested; payouts occur at service end or change-in-control .
Performance Compensation
- Non-employee director pay at SLG is not tied to individual performance metrics; annual stock grants are fully vested at grant date .
- As Compensation Committee Interim Chair, Dillard oversaw formulaic Company performance metrics underpinning 2024 NEO incentives:
| Metric (FY2024) | Outcome | Notes |
|---|---|---|
| One-year TSR | 58% | Best among Office and NYC peers; >5,394 bps vs Dow Jones U.S. Real Estate Office Index . |
| Normalized FFO/share | $5.24 | Performance highlight used in program context . |
| Manhattan same-store occupancy | 92.5% | Above 91.6% goal . |
| Office leasing volume | 3.6M sq ft | Exceeded 2.0M sq ft goal . |
| Mark-to-market on signed leases | 8.5% | Above 2.5–5.0% target range . |
| Debt extensions/refis/mods | $5.2B | Met goal . |
- Formulaic bonus ranges used for NEOs: CEO 50%–200%–300% of base salary at threshold/target/max; CFO 50%–175%–250% (60% formulaic component) . Aggregate 2024 bonuses were paid in LTIP units for NEOs; CEO earned $3.168M formulaic (true-up applied) .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Public company boards | — | None listed for Dillard . |
| Interlocks/potential conflicts | — | No public company directorships; no related-party transactions disclosed involving Dillard . |
Expertise & Qualifications
- Skills matrix: Executive leadership, finance/capital markets, risk management, public company governance, REIT/real estate industry, talent management, accounting, technology/cybersecurity .
- Audit committee financial expert designation supports oversight of complex REIT financial reporting and internal controls .
Equity Ownership
| As of Mar 31, 2025 | Quantity | % Outstanding |
|---|---|---|
| Common stock beneficially owned | 15,444 shares | <1% . |
| Combined common stock + OP units + LTIP units | 49,450 | <1% . |
- Section 16 compliance: All required filings were satisfied in FY2024 except a late Form 4 by another director (Alschuler); no exceptions noted for Dillard .
Governance Assessment
- Strengths: Independent director with deep finance, tax, PE, and operating experience; chairs Audit and interim-chairs Compensation with high meeting cadence; designated audit financial expert; committee processes evidencing stockholder engagement and use of independent consultants .
- Alignment: Director pay mix balances fixed cash, meeting-based fees, and fully vested equity; deferral program enables long-term alignment via phantom stock units .
- Conflicts and related-party exposure: Board independence affirmed; related-party transactions policy requires recusal; no related-party transactions involving Dillard disclosed in proxy .
- Attendance and engagement: Met minimum attendance expectations; active leadership across audit and compensation functions; investor outreach led by Compensation Committee Chair strengthens governance credibility .
- RED FLAGS: None disclosed specific to Dillard (no pledging/hedging noted; no Section 16 issues; no related-party transactions listed) .