SL Green Realty Corporation
08/15/2025 | Press release | Distributed by Public on 08/15/2025 14:21
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Extension of Andrew S. Levine as Chief Legal Officer and General Counsel
On August 13, 2025, Andrew S. Levine and SL Green Realty Corp. (the "Company") agreed to extend Mr. Levine's term as Chief Legal Officer and General Counsel for an additional three years through January 1, 2028. The effective date of the new agreement is January 1, 2025.
The following summarizes the material terms of the new agreement entered into by the Company and Mr. Levine in connection with this extension:
| Term: | Three years (1/1/25 - 1/1/28). In the event that a Change-in-Control occurs within 18 months prior to the scheduled expiration of the term, Mr. Levine may extend the term until the date that is 18 months after the Change-in-Control. | |
| Base Salary: | $600,000 per year. | |
| Annual Bonus: | Opportunity to earn 50-150% of base salary upon the achievement of specific goals established in advance by the Compensation Committee of the Company (the "Compensation Committee"), plus the opportunity to earn an additional amount equal to the amount earned on a formulaic basis upon the achievement of such specific goals, to be determined by the Compensation Committee in its discretion, resulting in a maximum bonus opportunity of up to 300% of base salary. | |
| Annual Time-Based Awards: | Beginning in 2025, Mr. Levine will be eligible to receive an annual award of time-based LTIP units based on the Company's performance during the prior year, with an equal amount of each award vesting on each January 1st following such award during the remainder of the term of the employment agreement (i.e., awards made in January 2025, 2026 and 2027 will vest over approximately three years, two years and one year, respectively). The value of the award each year will be determined by the Compensation Committee based on its evaluation of Mr. Levine's performance during the prior year, provided that the amount for target performance will not be less than $1,450,000. Each award will provide for full acceleration upon a termination of Mr. Levine's employment without Cause or for Good Reason, whether during or after the term of the employment agreement, or upon Mr. Levine's resignation following expiration of the term. | |
| Severance Benefits: | If Mr. Levine's employment is terminated during the term by the Company without Cause or by Mr. Levine for Good Reason, Mr. Levine will be entitled to the following payments or benefits: |
| Termination Without Change-in-Control | Termination in Connection with Change-in-Control | |||
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· The sum of base salary and average annual bonus for prior two years · The target value of the annual time-based equity awards to be granted in January 2026 and 2027, to the extent not yet granted · Pro-rata bonus for partial year · Acceleration of all unvested equity awards (other than performance-based awards) · 12 months of benefit continuation payments |
· 2x the sum of base salary and average annual bonus for prior two years · The target value of the annual time-based equity awards to be granted in January 2026 and 2027, to the extent not yet granted · Pro-rata bonus for partial year · Acceleration of all unvested equity awards (other than performance-based awards) · 24 months of benefit continuation payments |
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