Stephen Green
About Stephen L. Green
Stephen L. Green, age 87, is a long-tenured director of SL Green Realty Corp. (director since 1997) and currently serves as Chairman Emeritus (since January 2019). He founded S.L. Green Properties in 1980 and previously served as SL Green’s Chairman and as an executive (including CEO), bringing deep New York City commercial real estate experience. He holds a B.A. from Hartwick College and a J.D. from Boston College Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SL Green Realty Corp. | Chairman of the Board; former executive officer including CEO; Director | Chairman 1997–Jan 2019; Director 1997–present | Oversaw long-term strategic direction; founder’s knowledge contributed depth to Board discussions |
| S.L. Green Properties, Inc. | Founder | 1980 onward | Pre-IPO acquisitions of 50+ Manhattan office buildings (>10M sq ft) |
| Gramercy Capital Corp. | Chairman of the Board | Aug 2004–Jun 2009 | Public REIT board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Real Estate Board of New York (REBNY) | At-large member, Executive Committee of Board of Governors | Ongoing | Former Chair of REBNY’s Tax Committee |
| Streetsquash, Inc. | Board Member | Ongoing | 501(c)(3) organization |
| Stemedica Cell Technologies, Inc. | Board Member | Aug 2007–Apr 2009 | Prior board service |
Board Governance
- Independence status: Not independent under NYSE standards; SL Green’s Board determined Messrs. Stephen L. Green, Marc Holliday, and Andrew W. Mathias are not independent .
- Committee assignments: Member of the Executive Committee; the current Executive Committee is chaired by Marc Holliday and includes John H. Alschuler, Stephen L. Green, and Andrew W. Mathias; it met 0 times in 2024 .
- Attendance: The Board held 5 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings in their service periods .
- Years of service on this board: Director since 1997 (28 years as of 2025) .
- Lead Independent Director: John H. Alschuler has served as Lead Independent Director since 2010, with defined responsibilities for independent oversight .
Fixed Compensation
| Component | Structure | Amount/Term | Notes |
|---|---|---|---|
| Annual cash retainer | Non‑employee director cash retainer | $50,000 | Payable quarterly; election to receive in stock possible |
| Lead Independent Director retainer | Additional cash retainer | $70,000 | Not applicable to Green |
| Committee chair fees | Audit/$25,000; Compensation/$20,000; NCGC/$5,000 | If chair | Green is not a chair |
| Meeting fees | Board/committee meetings | $1,500 per meeting | Audit special meetings: $4,000 each |
| Equity grant | Fully vested stock grant at grant date | $235,000 | Directors may defer into phantom units |
| Stephen L. Green—2024 total | Fees earned (cash); stock awards; total | $57,500; $235,000; $292,500 | No option or “other” compensation |
Performance Compensation
| Performance-linked elements for directors | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; annual director equity grant is fully vested at grant date (not contingent on performance) |
| Deferral program | Directors may elect to defer fees/stock into phantom units or measurement fund credits; dividends on phantom units may be paid or reinvested |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Gramercy Capital Corp. | Public company (prior) | Chairman of the Board (former) | Historical role; no current interlock disclosed |
| REBNY | Industry association | Exec Committee member | External governance/industry influence |
| Streetsquash, Stemedica | Non-profit/private | Board roles | Non-public boards |
Expertise & Qualifications
- Founding/operator experience in NYC office real estate, executive leadership, finance/capital markets, risk management, and government/regulatory exposure; extensive experience across business cycles and talent management .
- Board brings his founder perspective and deep market knowledge to strategic deliberations .
Equity Ownership
| Holder | Common Stock Owned (shares) | % of Common Stock | Common Units+LTIP+Phantom (combined “shares and units”) | % of Common Stock+Units | Notes |
|---|---|---|---|---|---|
| Stephen L. Green | 0 | * | 854,160 | 1.13% | Includes 658,697 common units, 167,134 LTIP units, and 28,329 phantom units |
- Shares outstanding baseline used: 71,010,969 common shares; 947,946 common units (ex‑Company), and 3,721,741 LTIP units (ex‑unearned performance LTIPs) as of March 31, 2025 .
- Vested vs. unvested breakdown: Not disclosed for Green’s units; his footnote lists component types but does not specify vesting status .
- Pledging/hedging: No pledging or hedging disclosures specific to Green found in the proxy; no Section 16(a) filing delinquencies reported for Green (Alschuler had one late Form 4) .
Governance Assessment
- Independence & committee role: Green is a non‑independent director and serves on the Executive Committee alongside management directors, concentrating authority for acquisitions, dispositions, and financings—this governance setup warrants attention for potential influence risks in major transactions .
- Attendance & engagement: Board-level attendance met thresholds; Executive Committee had no actions by written consent and held 0 meetings in 2024 (Board handled matters directly), limiting committee‑level activity signals for engagement tracking .
- Director pay mix: Pay is primarily fixed cash retainer and fully vested equity; Green’s 2024 total was $292,500, with no options or additional perks via director comp structure; deferral flexibility exists but not performance‑linked—neutral alignment signal relative to performance .
- Equity alignment: 1.13% combined ownership through OP units/LTIP/phantom suggests material economic exposure; however, lack of independence and legacy founder status may temper governance optics despite skin‑in‑the‑game .
- Related‑party exposure: Chairman Emeritus agreement continues perquisites and health coverage support post‑retainer cessation (retainer ended Jan 1, 2024). Although Green no longer consults, continued perquisites represent a related‑party arrangement reviewed under SLG’s related‑party policy—monitor for perceived benefits and disclosure rigor .
- RED FLAGS
- Not independent while serving on the Executive Committee that has authority over major transactions .
- Ongoing Chairman Emeritus perquisites/benefits despite cessation of consulting retainer (optics risk; ensure robust independent oversight) .
Appendix: Board Context (for investor monitoring)
- Board: Eight members; majority independent; independent chairs for Audit, Compensation, and NCGC; Alschuler is Lead Independent Director with defined oversight responsibilities .
- Committee cadence (2024): Audit 13, Compensation 3, NCGC 1, Executive 0—useful for assessing committee oversight depth .