Matthew DiLiberto

About Matthew DiLiberto

Matthew J. DiLiberto, age 50, is SL Green’s Chief Financial Officer and an executive officer since 2015. He joined SL Green in 2004, previously serving as Chief Accounting Officer & Treasurer (2007–2014), and oversees finance, accounting, tax, IR, and corporate capital markets; he holds a B.S. in Accounting from the University of Scranton . In 2024, SL Green delivered a 58% one-year TSR (best among office and NYC peers), Normalized FFO per share of $5.24, Manhattan same store occupancy of 92.5%, 3.6M SF office leasing, and $209M Normalized FAD—performance directly tied to incentive metrics and reflecting DiLiberto’s pivotal role in balance sheet management and liquidity .

Past Roles

Organization	Role	Years	Strategic Impact
SL Green Realty Corp.	Chief Accounting Officer & Treasurer	2007–2014	Built finance and controls platform supporting public REIT operations
Chelsea Property Group (Simon Property Group division)	Controller; Director of Information Management	2000–2004	REIT operations and systems experience in premium outlet centers
Vornado Realty Trust	Senior Financial Analyst	1998–2000	Accounting, controls, management reporting, and SEC filings
Coopers & Lybrand LLP (now PwC)	Business Assurance Associate	Not disclosed	Audit and assurance foundation

External Roles

Organization	Role	Years	Strategic Impact
FDNY Foundation	Chairman of the Board	Not disclosed	Civic leadership; supports NYC Fire Department mission
New Jersey Fire Service	Firefighter	Since 1997	Long-term public service and community engagement

Fixed Compensation

Multi-year CFO compensation (Summary Compensation Table):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$575,000	$600,000	$600,000
Bonus ($)	$725,000	—	—
Stock Awards ($)	$2,488,387	$2,652,701	$3,356,422
Option Awards ($)	—	—	—
Non-Equity Incentive ($)	—	—	—
All Other Compensation ($)	$12,200	$13,200	$13,800
Total ($)	$3,800,587	$3,265,901	$3,970,222

2024 perquisites detail:

Company 401(k) matching contributions of $13,800 .

Performance Compensation

Annual Bonus Design (CFO)

Component	Threshold	Target	Maximum	Structure
Formulaic (% of base)	50%	175%	250%	60% of total bonus; linear interpolation; goals set annually
Discretionary (% of total)	0%	Up to 100% of non-formulaic portion	100%	40% of total bonus, determined by Committee

Formulaic annual bonus criteria and CFO weightings (2024):

Metric	CFO Weight	Guidance/Stretch Target
Normalized FFO per Share	25%	$5.05
Discounted Debt Extinguishment	25%	$50M
Debt Refinancings/Extensions/Modifications	20%	$5.0B
NYC Opportunity Fund Size	10%	$1.0B
G&A Expense	20%	$81.5M

2024 bonus outcome (CFO):

Item	Value
Target 2024 Formulaic Bonus ($)	$1,050,000
Actual Formulaic (% of Target)	128%
Actual Formulaic ($)	$1,342,500
Discretionary Bonus ($)	$895,000
Adjustment (2023 true-up) ($)	$(11,400)
Total 2024 Bonus ($)	$2,226,100
Form of Payment	100% equity (LTIP units); 32,360 units granted Jan 2025; fully vested at grant; 3-year no-sell restriction

Annual Equity Awards

Operational component metrics (50% of performance LTIP award; 1-year measurement with 3-year absolute TSR modifier):

Metric	Weighting	Notes
Normalized Funds Available for Distribution	20%	Includes $20.0M Gain on Discounted Debt Extinguishment cap
Combined Net Debt Reduction	20%	Excludes collateral acquired via foreclosure/deed in lieu
Manhattan Same Store Office Leased Occupancy	20%	Occupancy management KPI
Manhattan Office Leasing Volume	20%	Platform execution KPI
Liquidity	20%	Cash, marketable securities, undrawn credit

CFO 2024 performance-based LTIP award sizing and vesting:

Metric	Threshold Units	Target Units	Maximum Units	Projected Earned (12/31/24)	Vesting
2024 Performance-Based LTIP	5,619	11,988	26,972	24,275	50% on 12/31/2026; 50% on 12/31/2027
Award Target Value ($)				$555,556 (TDC)

CFO 2024 time-based LTIP (granted Jan 2025 for 2024 performance):

Item	Value
Target Value ($)	$2,100,000
LTIP Units	30,778
Vesting	100% on Jan 1, 2026 (continued employment)

Employment agreement LTIP vesting schedules:

Award	Units	Vesting
2023 Employment Agreement LTIP	28,282	One-third each on Jan 1, 2024; Jan 1, 2025; Jan 1, 2026
2024 Employment Agreement LTIP	30,208	Two equal installments on Jan 1, 2025 and Jan 1, 2026

Outstanding annual performance award outcomes (operational and relative TSR):

Award	Operational Earned	Absolute TSR Modifier	Relative TSR vs Office Peers	Relative TSR vs NYC Peers
2024	160.00% (Actual)	+12.5% (Projected)	97th percentile; 225.00% (Projected)	92nd percentile; 225.00% (Projected)
2023	88.00% (Actual)	+12.5% (Projected)	97th percentile; 225.00% (Projected)	92nd percentile; 225.00% (Projected)
2022	141.29% (Actual)	+4.35% (Actual)	86th percentile; 225.00% (Actual)	75th percentile; 225.00% (Actual)

Equity Ownership & Alignment

Beneficial ownership (as of March 31, 2025):

Security	Amount	Percent
Common Stock (shares)	4,329	Less than 1%
Common Stock & Units (shares + OP units + LTIP units)	257,056	Less than 1%
Series I Preferred Stock (shares)	13,000	Less than 1%

Vested vs unvested vs unearned (as disclosed):

Category	Amount	Notes
LTIP units included in beneficial ownership	252,727	81,801 subject to vesting (unvested)
Unearned performance-based LTIP units (not included above)	36,338	Subject to performance conditions

Options held (12/31/2024):

Options Exercisable	Options Unexercisable	Strike ($)	Expiration
15,000	—	106.05	01/11/2027

Ownership guidelines and policies:

Stock ownership guideline: 6x base salary for NEOs; Matthew DiLiberto actual ownership equals 25x base salary (as of 3/31/2025), exceeding requirements .
Anti-hedging and anti-pledging: Directors and officers are prohibited from hedging, pledging, and short sales of Company securities .
Clawback policy: Adopted October 2, 2023; requires recovery of incentive-based compensation upon a required accounting restatement, regardless of fault, covering three fiscal years prior to the restatement date .

Employment Terms

Key terms (CFO):

Item	Terms
Employment Term	1/1/2023 – 1/1/2026
Annual Salary	$600,000
Formulaic Annual Bonus Range	50%–250% of base salary
Discretionary Bonus	Up to 40% of total bonus; Committee determination
Target Time-Based LTIP Awards	$1.4M target annually
Non-Compete	6 months after termination (including non-renewal)
Non-Solicit/Other Covenants	Non-solicitation, non-disparagement, non-interference, litigation cooperation
Severance (without CiC)	1x sum of base salary + average annual bonus for prior three years; target value of remaining time-based awards; pro-rata bonus; accelerate unvested time-based awards
Severance (with CiC; double-trigger)	2x sum of base salary + average annual bonus for prior three years; target value of remaining time-based awards; pro-rata bonus; accelerate unvested time-based awards; Section 280G modified cut-back applies
Post-CiC While Employed	Annual cash salary equal to prior base salary + prior year cash bonus + target value of annual time-based and performance-based equity awards; plus pro-rata bonus
Benefits Continuation (illustrative)	$53,821 (no-cause/good reason), $107,641 (CiC termination), $161,462 (disability); amounts per 12/31/2024 hypothetical
Change-in-Control Vesting/Severance Trigger	Double-trigger required (no single-trigger cash severance or accelerated vesting)

Compensation Structure Analysis

High at-risk pay mix: 87.5% of non-CEO NEO compensation performance-based and at-risk; heavy use of multi-year equity with rigorous targets .
Metrics shifted to balance sheet execution: 2024 bonus metrics emphasized Normalized FFO/share, debt extinguishment, refinancings, liquidity, and G&A—tight linkage to CFO-controlled levers .
Equity award cadence reduces near-term selling: 2024 bonus paid 100% in fully vested LTIP units subject to a three-year no-sell restriction; time-based LTIP vests 1/1/2026; performance LTIP vests in late 2026/2027 .
Governance safeguards: Clawback adopted in 2023; no excise tax gross-ups; no option repricing; anti-hedging/anti-pledging; double-trigger for CiC .

Investment Implications

Alignment: DiLiberto’s 25x salary ownership vs 6x guideline and prohibition on hedging/pledging indicate strong skin-in-the-game and reduced misalignment risk .
Execution and retention: Bonus and equity metrics tightly tied to balance sheet and liquidity actions that the CFO drives; vesting schedules (2026–2027) and non-compete terms support retention through contract end (1/1/2026) .
Selling pressure: Despite fully vested Jan 2025 bonus LTIPs, the three-year no-sell restriction plus a single vest date for 2024 time-based LTIP (1/1/2026) moderates near-term selling; performance LTIPs vest later, deferring supply .
Pay-for-performance: Outperformance on operational and relative TSR metrics (97th/92nd percentile) coupled with sector-leading TSR supports incentive realizability without loosening hurdles, a positive signal for disciplined capital allocation and shareholder alignment .