Marc Holliday
About Marc Holliday
Marc Holliday is Chairman of the Board, Chief Executive Officer, and Interim President of SL Green; Director since 2001, CEO since January 2004, Chairman since January 2019, and Interim President since January 2024; age 58, with a B.S. in Business/Finance from Lehigh University (1988) and an M.S. in Real Estate Development from Columbia University (1990) . His background includes leadership across real estate investing, mezzanine finance, and public REIT operations, with competencies in executive leadership, finance/capital markets, risk management, and REIT industry cycles . SLG cites two-year sector-leading TSR of approximately 135% and links his 2024 pay outcomes and award design to absolute/relative TSR, operational goals, and transformed pay structures emphasizing formulaic incentives and multi-year equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SL Green Realty Corp. | Chief Investment Officer; later CEO (2004–) and Chairman (2019–) | 1998–present | Led NYC office REIT through multiple cycles; expanded platforms including special servicing and opportunistic credit; delivered sustained TSR outperformance per proxy . |
| Gramercy Capital Corp. | President & CEO | Aug 2004–Oct 2008 | Public REIT leadership experience; credit and asset management exposure . |
| Capital Trust, Inc. (Victor Capital predecessor) | Managing Director; Head of Direct Originations; prior Senior VP | 1991–1997 | Originated mezzanine debt, preferred equity, and first mortgages; principal investing discipline . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Racing Association (NYRA) | Chairman of the Board | Not disclosed | Governance leadership; external network, NYC institutional ties . |
| Real Estate Board of New York (REBNY) | Executive officer and board member | Not disclosed | Industry policy and market intelligence; NYC real estate advocacy . |
| Columbia University | Former Board of Directors member | Not disclosed | Academic/urban development linkage; stakeholder network . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,250,000 | $1,250,000 | $1,250,000 |
| New Contract Base (effective 1/18/2025) | — | — | $1,400,000 |
| Target Annual Bonus (% of salary) | Prior contract: 50–300% range noted; updated to 50–400% under new agreement | — | New agreement: Target 200% (threshold 50%, max 400%) |
| Actual Formulaic Bonus ($) | — | — | $3,200,000 (earned 128% of target); net paid $3,168,333 after prior-year true-up; paid 100% in equity with 3-year no-sell restriction |
Performance Compensation
| Incentive Element | Metric | Weighting | Target/Design | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual performance-based LTIP (2024 award) | Relative TSR and operational goals with 3-year absolute TSR modifier | 50% relative TSR; 50% operational component (five criteria) | Target notional $7,500,000 | Grant-date fair value reported $12,863,855; projected earned units 327,696 vs 161,825 target as of 12/31/2024; final based on full period ending 12/31/2026 | Earned units vest 100% on 12/31/2026 (CEO) |
| Operational Objectives (2024) | NFAD, Net Debt Reduction, Same-Store Office Leased Occupancy (Manhattan), Office Leasing Volume (Manhattan), Liquidity | 20% each | Guidance/stretch: NFAD $228.0M; Net Debt Reduction $1.1B; Occupancy 91.6%; Leasing Volume 2.0M SF; Liquidity $1.18B | Annual bonus outcome tied to formulaic goals: 128% of target (CEO) | Annual bonus payable in equity subject to 3-year no-sell restriction if elected |
| Time-based LTIP (2024 performance granted Jan 2025) | Service-based LTIP units | — | Target $7,875,000 recognizing 2023–2024 TSR and Interim President role | Units: 115,418 LTIP; SCT reflects prior year grant valuation difference | Vests in three equal installments on 1/1/2026, 1/1/2027, 1/1/2028 |
| Retention Performance Incentive (Dec 27, 2024) | Class O LTIP units (option-like); absolute stock price hurdle | — | 217,917 units; conversion “exercise” price $68.07; performance earned only if average stock price ≥$100 for any trailing 20 trading days within 5 years; notional value $4,499,986 | All-or-nothing performance hurdle; designed to secure continuity during succession planning | Subject to performance hurdle; if achieved and continued employment, vests ratably on 12/31/2025, 12/31/2026, 12/31/2027; mandatory conversion at 10 years |
| Historical LTI outcome (2019–2022 award) | Relative TSR + operational + TSR modifier | — | Target value $7,500,000 | Realized value $12,854,268 (171.4% of target) at $67.92 share price; reflects rigor and TSR modifier | Concluded 12/31/2024 |
| New Business Incentives (2025 agreement) | Casino Incentive; Debt Fund Carried Interest | — | $10M cash ONLY IF 1515 Broadway is redeveloped into hotel/casino AND project achieves projected EBITDA and operating revenue; 12% of opportunistic debt fund GP carried interest ONLY IF earnings first accrue to SLG | Contingent; no guaranteed payout | N/A |
Equity Ownership & Alignment
| Ownership Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 9,977 shares | Direct equity stake . |
| Total shares and units beneficially owned (incl. OP units, LTIP units, phantom units) | 1,384,297; 1.83% of common stock and units | Includes 1,374,320 LTIP units; excludes 322,917 Class O LTIP units (217,917 performance-based) and all unearned performance-based LTIPs; vesting status: 424,229 LTIPs subject to vesting . |
| Equity ownership guideline (CEO) | 8x base salary | Company policy . |
| Actual equity ownership multiple | 64x base salary (as of 3/31/2025) | Includes unvested time-based and earned-but-unvested performance awards; excludes unearned performance-based awards . |
| Hedging/Pledging | Prohibited for directors/officers under insider trading policy | Reduces misalignment risk; anti-hedging/anti-pledging adopted and disclosed . |
| Preferred stock | 111,473 shares of Series I Preferred (1.21% of series) | Additional security holdings . |
Employment Terms
| Term | Base Salary | Annual Bonus (Formulaic) | LTI Targets | Severance (No CIC) | Severance (CIC) | Non-Compete | Other |
|---|---|---|---|---|---|---|---|
| 1/18/2025–6/17/2028; auto-renew 1 year unless non-renewed | $1.4M; first increase since 2018 | 50–400% of salary; Target 200%; 100% formulaic (no discretion); may elect equity with 3-year no-sell | Performance LTIP target $5.0M (reduced from $7.5M prior); Time-based LTIP target $5.0M with up to 200% outperformance modifier over preset 3-year goals | 3.0x salary + average bonus for prior two years + 1.0x target value of annual time-based award; pro-rata bonus; acceleration of all unvested time-based equity; benefits continuation 24 months; Class O exercise period extended to second Jan 1 after termination; performance awards per terms | 3.0x salary + average bonus for prior two years + target value of annual time-based award; pro-rata bonus; acceleration; benefits continuation 36 months; performance awards per terms; Section 280G modified cutback, no excise tax gross-up | 12 months post-termination; 6 months if termination in connection with/within 18 months after CIC; non-solicit, non-disparagement, non-interference, litigation cooperation | New Business Incentives: $10M casino milestone; 12% debt fund carry; $10M life insurance . |
Board Governance
- Board structure: 8 members; Holliday is Chairman and CEO; board employs a Lead Independent Director (John H. Alschuler) and independent chairs for Audit, Compensation, and Nominating/Corporate Governance .
- Lead Independent Director responsibilities include agenda-setting, information quality oversight, liaison with management, presiding over executive sessions, and consultant retention, supporting independent oversight with a combined CEO/Chair structure .
- Committee roles: Holliday chairs the Executive Committee; anticipated and current committee memberships for directors are detailed; Executive Committee comprises Holliday (Chair), Alschuler, Stephen L. Green, and Andrew W. Mathias .
- Independence: Holliday is not independent (as CEO/Chair); the board compensates via a robust Lead Independent Director role and committee leadership independence .
Compensation Structure Analysis
- Year-over-year mix: Majority of CEO compensation is equity; transformation reflects stockholder feedback—eliminated deferred comp, instituted 100% formulaic bonus, added multi-year TSR modifiers, eliminated short-term goals in LTI, and capped vesting for relative TSR awards .
- Cash vs equity: CEO elected to receive 100% of 2024 bonus in equity with a three-year no-sell restriction, reducing near-term selling pressure .
- Performance rigor: Operational metrics spanning NFAD, debt reduction, occupancy, leasing volume, and liquidity, combined with multi-year TSR modifiers; 2024 formulaic bonus earned at 128% of target; 2019–2022 LTI realized 171.4% of target despite maximum relative TSR component, evidencing stringent program design .
- Severance/CIC economics: Double-trigger approach; cash severance based on average bonus (not maximum), no excise tax gross-up; strong shareholder-friendly features .
Related Party Transactions
- One Vanderbilt investment: In 2016, entities owned/controlled by Holliday and Mathias invested at appraised fair market value; entitled to a percentage of profits above SLG’s capital contributions (Holliday approx. 1.27% property and 1.92% SUMMIT; Mathias 0.85% and 1.28% respectively); no right to capital return; tender rights upon stabilization; partial liquidation payouts in 2022 ($17.9M Holliday; $11.9M Mathias) and SUMMIT stabilized in 2023; remaining interests recorded as preferred units and redeemable equity as of 12/31/2024 .
- Repurchase rights and pricing anchored to liquidation/fair market value with independent appraisal; change-of-control and sale provisions apply .
Multi-Year Compensation Snapshot (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,250,000 | $1,250,000 | $1,250,000 |
| Bonus ($) | — | — | — (100% equity bonus reflected in stock awards) |
| Stock Awards ($) | $14,284,701 | $15,767,540 | $14,894,830 |
| Option Awards ($) | — | — | $4,499,986 (Class O LTIP grant) |
| Non-Equity Incentive ($) | $1,051,094 | $1,454,167 | — |
| All Other Compensation ($) | $75,060 | $36,464 | $40,940 |
| Total ($) | $16,660,855 | $18,508,171 | $20,685,756 |
Say-on-Pay & Peer Benchmarking
- Practices: Double-trigger CIC, clawback compliant with Rule 10D-1 (effective 10/2/2023), prohibitions on hedging/pledging/short sales, robust ownership guidelines, and no repricing or excise tax gross-ups .
- Peer group approach: Benchmarked primarily to public REITs with NYC emphasis; not targeting a specific percentile, used to confirm reasonableness given size/performance; Committee notes private real estate principals often have higher pay but lack disclosure .
Investment Implications
- Alignment: High equity ownership (64x salary) and prohibition on hedging/pledging signal strong alignment; CEO compensation heavily equity-based with multi-year performance hurdles and no-sell restrictions, dampening near-term selling pressure .
- Retention risk: New contract through 2028, retention Class O LTIPs with a stringent $100 stock-price hurdle and multi-year vesting support continuity amid succession planning (e.g., President role) .
- Event-driven upside/risks: Casino incentive ($10M) and 12% debt-fund carry tightly linked to realized project economics and fund profitability (only if earnings accrue to SLG), creating optionality tied to regulatory approvals and credit-cycle performance; watch for milestones at 1515 Broadway .
- Governance checks on dual role: Combined CEO/Chair mitigated by a well-defined Lead Independent Director role and independent committee leadership; oversight structure helps address independence concerns typical for dual-role arrangements .
- Related-party complexity: One Vanderbilt profit participation and repurchase/tender mechanics are sizable; while structured with independent appraisal, these arrangements warrant monitoring for conflict perceptions and liquidity timing effects on SLG .
- Pay-for-performance signals: Formulaic bonus at 128% of target and robust LTI outcomes reflect operational achievements and TSR momentum; new LTI design emphasizes multi-year relative TSR and absolute TSR modifiers—constructive for long-term value creation .