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About Us

Gramercy Capital Corp. (NYSE: GKK) is a national commercial real estate special finance company organized as a real estate investment trust (REIT). Sponsored by SL Green Realty Corp. (NYSE: SLG), Gramercy was formed in April 2004 to provide customized commercial real estate finance products to sophisticated property investors in markets throughout the United States. Gramercy is headquartered in New York City and has a regional investment office in Los Angeles.

Gramercy's senior management team, which has more than 40 years of experience in commercial real estate finance, is committed to providing best-of-class service at every point in the value chain: origination; underwriting; negotiation; transaction execution; and loan servicing.

Gramercy originates and acquires a range of loan products intended to assist its clients in achieving their financing and liquidity needs quickly and cost-effectively, with professional execution and a continuing commitment to quality client service.

Gramercy's clients include public and private property owners, financial institutions, mortgage brokers, and other intermediaries.

For more detailed information regarding Gramercy's product offerings, real estate professionals, Company history, investor relations information, career information, or to contact a Gramercy real estate professional, please explore this website.

Management

Marc Holliday Photo Marc Holliday
 Chief Executive Officer
President
Director

Mr. Holliday serves as President & CEO and Director of Gramercy Capital Corp. Mr. Holliday also serves as the Chief Executive Officer of SL Green Realty Corp. He joined the SL Green in 1998 as Chief Investment Officer and has served as President & CEO and as a member of the Board of Directors since January 2004. Before joining SL Green, Mr. Holliday was Managing Director for New York-based Capital Trust (NYSE: CT), where he was in charge of originating direct principal investments for the firm. Mr. Holliday received a Bachelor of Science degree in Business and Finance from Lehigh University in 1988, as well as a Master of Science Degree in Real Estate Development from Columbia University in 1990.

Marc received a B.S. degree in Business and Finance from Lehigh University in 1988, and an M.S. degree in Real Estate Development from Columbia University in 1990.


Bob Foley Photo Robert R. Foley
 Chief Operating Officer

 Bob Foley is Chief Operating Officer of Gramercy Capital Corp. Prior to assisting in the launch of Gramercy Capital Corp. in July 2004, Bob was co-director of Goldman Sachs & Co.'s real estate mezzanine and high-yield lending programs, which involved up to $1.5 billion of committed capital. Previously, Bob was responsible for the capital commitments, pricing, and distribution of floating rate senior and mezzanine real estate loans originated by Goldman, Sachs & Co. Prior to joining Goldman Sachs in 1997, Bob held a range of senior real estate capital markets and strategic advisory positions with BT Securities Corporation (now Deutsche Bank) and Touche Ross & Co. in New York, Los Angeles, and San Francisco.

Bob earned a BA in Economics and Political Science from Stanford University and an MBA from The Wharton School of the University of Pennsylvania. Bob is a certified public accountant, a Governor of the Commercial Mortgage Securitization Association (CMSA), and a member of a range of real estate industry trade groups.


John Roche Photo John Roche
 Chief Financial Officer

 John Roche is the Chief Financial Officer of Gramercy Capital Corp. A seasoned Chief Financial Officer with an impressive REIT and real estate background, Mr. Roche is ideally suited to guide the newly combined entity into its next phase of growth as an integrated commercial real estate finance and property investment company. Before joining Gramercy, from 2000 to 2007, Mr. Roche served as Executive Vice President & Chief Financial Officer at New Plan Excel Realty Trust, one of the nation's largest real estate companies with over 450 shopping centers encompassing more than 65 million square feet. While at New Plan, Mr. Roche oversaw the issuance of $2 billion of debt and equity and facilitated acquisitions and dispositions of assets in excess of $5 billion and $700 million of redevelopment projects. Mr. Roche departed New Plan upon the closing of its sale to Australia's Centro Properties Group.

Mr. Roche received a Bachelor of Arts in Accounting from Queens College, City University of New York in 1984 and an MBA from the Executive Program at Columbia Business School, Columbia University in 1996. He is a certified public accountant.


Andrew Mathias Photo Andrew Mathias
 Chief Investment Officer

 Andrew is Chief Investment Officer of Gramercy Capital Corp., and is President and Chief Investment Officer of SL Green Realty Corp. where he is responsible for the firm's equity and structured finance investments. Andrew joined SL Green in 1999 as a vice president and was promoted to director of investments in 2002, a position he held until his promotion to chief investment officer in January 2004. Prior to joining SL Green, Andrew was with New York-based Capital Trust (NYSE: CT). From June 1995 to July 1998, Andrew worked at Capital Trust's predecessor company, Victor Capital Group, a private real estate investment bank specializing in advisory services, investment management, and debt and equity placements. Mr. Mathias additionally worked on the High Yield/Restructuring Desk at Bear Stearns and Co.

Andrew received a B.S. degree in Economics from the Wharton School at the University of Pennsylvania.


 Greg Hughes Photo Gregory F. Hughes
 Chief Credit Officer

 Greg is the Chief Credit Officer of Gramercy Capital Corp., and the Chief Financial Officer and Chief Operating Officer of SL Green Realty Corp. Prior to joining SL Green in February 2004, Greg was managing director and chief financial officer of the private equity real estate group of JP Morgan Partners. From 1999 to 2002, Greg was partner and Chief Financial Officer of Fortress Investment Group, which managed a real estate private equity fund and a NYSE real estate investment trust. Previously, Greg was chief financial officer of Wellsford Residential Property Trust.

Greg earned a BS in Accounting from the University of Maryland and is a certified public accountant.

Our Manager

Gramercy Capital Corp is externally managed and advised by GKK Manager LLC, a majority-owned subsidiary of SL Green. GKK Manager is responsible for administering Gramercy's business activities and day-to-day operations and using the administrative resources of SL Green to enhance our operations for the benefit of our borrowers and our shareholders.

Initially, our Manager is responsible for originating all of our assets. We expect our Manager to take advantage of the broad network of relationships established by its senior management team and by SL Green Realty Corp. over more than two decades to identify outstanding investment opportunities. GKK Manager will utilize its extensive network of relationships with property owners, developers, mortgage loan brokers, commercial and investment banks and institutional investors throughout the United States. With offices in New York and Los Angeles staffed with experienced commercial real estate lenders committed to providing responsive, thoughtful and efficient financing to sophisticated entrepreneurial borrowers, Gramercy is developing a national lending portfolio. Additionally, Gramercy expects to form strategic partnerships with best-in-class commercial real estate owners and lenders.

History

Gramercy Capital Corp. was formed in April 2004 and completed its initial public offering of stock on August 2, 2004. Gramercy Capital Corp. was formed to assume, and then expand to a national scale, SL Green Realty Corp.'s structured finance lending business, which was established in 1997. Since then, SL Green has invested in 34 discrete structured finance transactions totaling $665 million, primarily in the New York metropolitan area and primarily involving office and retail property. Gramercy Capital Corp. will provide senior and subordinate financing secured by all types of commercial real estate, especially retail, multifamily, industrial, lodging and office.

Our Investment Philosophy

Gramercy Capital Corp. intends to originate structured real estate finance investments where it believes it can utilize its capital, market knowledge, extensive experience in evaluating real estate risk, and familiarity in employing a wide range of financing structures, to create tailored financial solutions to client problems that also fulfill Gramercy's mission of generating appropriate risk-adjusted returns for its shareholders.

Gramercy has the experience, capitalization and national reach to provide one-stop financial solutions to borrowers seeking to acquire properties, refinance existing property investments, or fund property renovations or repositionings in all major geographic markets and all property types, including office, retail, apartments, industrial, hotel, and select categories of special-purpose real estate.

Gramercy is experienced in originating or acquiring:
  • First Mortgage Loans
  • Subordinate Interests in Whole Loans (B Notes)
  • Mezzanine Financing
  • Preferred Equity
  • Bridge Loans
  • Permanent Loans
Gramercy will also acquire Distressed Debt, Mortgage-Backed Securities, and other Real Estate-Related Investments.

Commercial Real Estate Finance Product Offerings

Transitional Mortgage Loans
Amount: up to $100 million
Loan to Value Ratio: up to 90%
Index: 1MO LIBOR
Amortization: Variable
Property Types: CBD and suburban office, neighborhood and community retail, apartments, industrial, lodging, and residential conversions
Geography: All major US markets

B Notes
Amount: up to $75 million
Loan to Value Ratio: up to 75%
Index: 1MO LIBOR
Amortization: Variable
Property Types: CBD and suburban office, neighborhood and community retail, apartments, industrial, lodging, and residential conversions
Geography: All major US markets

Mezzanine Loans
Amount: up to $75 million
Loan to Value Ratio: up to 85%
Index: 1MO LIBOR
Amortization: Variable
Property Types: CBD and suburban office, neighborhood and community retail, apartments, industrial, lodging, and residential conversions
Geography: All major US markets

Preferred Equity Investments
Amount: up to $50 million
Loan to Value Ratio: up to 90%
Index: 1MO LIBOR
Amortization: Variable
Property Types: CBD and suburban office, neighborhood and community retail, apartments, industrial, lodging, and residential conversions
Geography: All major US markets

Opportunistic Investments
Sub-performing and non-perfoming loans, note purchase financings, net lease investments,and other special situations.

Press

January 19, 2005
Gramercy Capital Corp. Reports Earnings of $0.15 Per Share for the Fourth Quarter and Year-Ended 2004

January 6, 2005
Gramercy Capital Corp. To Release Fourth Quarter And Full Year 2004 Financial Results On January 19, 2005

December 30, 2004
Gramercy Capital Corp. Continues Deployment with $84.7 Million Investment

December 13, 2004
Gramercy Capital Corp. Declares Its Initial Quarterly Dividend Of $0.15 Per Fully Diluted Share

December 6, 2004
Gramercy Capital Corp. To Present At Wachovia Securities’ Real Estate Securities Conference On Thursday, December 9 At 2:30 PM

December 3, 2004
Gramercy Capital Corp. Announces Offering of Common Stock Gross Proceeds to Company of Approximately $94,985,000

December 3, 2004
Gramercy Capital Corp. To Present At SL Green Realty Corp.'s Annual Investor Meeting On Monday, December 6 At 1:30 PM

November 19, 2004
Gramercy Capital Corp. Announces Financing of Atlantic Yards Project

October 19, 2004
Gramercy Capital Corp. Third Quarter 2004 Financial Results Webcast (2:00PM EDT)
Archives available.
Note: This link will take you to the shareholder.com website

October 18, 2004
Gramercy Capital Corp. Announces Earnings and Investment Activity for Third Quarter

October 5, 2004
Gramercy Capital Corp. To Release Third Quarter Financial Results On Monday, October 18, 2004

July 28, 2004
Gramercy Capital Corp. Announces Pricing of Initial Public Offering

April 20, 2004
SL Green Realty Corp. Announces Formation Of Specialty Finance Company Gramercy Capital Corp.



GRAMERCY CAPITAL CORP.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Gramercy Capital Corp. (the "Company"). Its primary functions are to:

  1. Identify individuals qualified to fill vacancies or newly created positions on the Board, and to recommend to the Board the persons it should nominate for election as directors at the annual meetings of the Company's shareholders and to recommend directors to serve on all committees of the Board, and
  2. Develop and recommend to the Board corporate governance guidelines ("Corporate Governance Guidelines") applicable to the Company.
Organization
  1. The Committee will consist of no fewer than three members, each of whom must meet the independence requirements set forth, from time to time, in the listing standards of the New York Stock Exchange ("NYSE") and any other applicable laws, rules or regulations, including, without limitation, any rules promulgated by the Securities and Exchange Commission (the "SEC").
  2. The members of the Committee will be appointed, removed and replaced by, and in the sole discretion of, the Board.
  3. The Board will designate a member of the Committee to be the chairman of the Committee.
  4. The Committee will create its own rules of procedure, including rules regarding notice of meetings, quorum and voting. Such rules will be consistent with the Articles of Incorporation, as amended (the "Charter") and Bylaws (the "Bylaws") of the Company and with this charter.
  5. The Committee may create subcommittees to perform particular functions, either generally or in specific instances.
  6. Minutes will be kept with regard to each meeting of the Committee, which will record all actions taken by the Committee. The minutes will be maintained with the books and records of the Company. Copies of the minutes of each meeting of the Committee will be sent promptly after the meeting to all members of the Board.
  7. The Committee will report to the Board at all regular meetings of the Board or at such other times as the Committee deems necessary or appropriate.
  8. The Committee shall meet in person or telephonically at least twice a year at a time and place determined by the Committee chairman, with further meetings to occur when deemed necessary or desirable by the Committee or its chairman.
  9. The Committee may request members of management or others to attend meetings and provide pertinent information as necessary.
Responsibilities and Powers

In order to carry out the purposes described above, the Committee will:

  1. Assist the Board in fulfilling its responsibilities to assure that the Company is governed in a manner consistent with the interests of the shareholders of the Company.
  2. Make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board.
  3. Identify individuals believed to be qualified to become Board members, and to recommend to the Board the nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, the candidate's industry knowledge and experience, requirements of the NYSE to maintain a minimum number of independent directors, requirements of the SEC to have persons with financial expertise available to serve on the Company's audit committee, the ability of a nominee to devote sufficient time to the affairs of the Company, any actual or potential conflicts of interest, and the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board. The Committee may consider candidates proposed by management or shareholders, but it is not required to do so. In the event the Company is legally required, by contract or otherwise, to provide a third party with the ability to nominate a director, the selection and nomination of such director need not be subject to the Committee's review.
  4. In the case of a director nominee to fill a Board vacancy created by an increase in the size of the Board, make a recommendation to the Board as to the class of directors in which the individual should serve.
  5. Identify Board members qualified to fill vacancies on any committee of the Board (including the Committee) and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including, without limitation, the consistency of the candidate's experience with the goals of the committee, the interplay of the candidate's experience with the experience of other committee members, requirements of the NYSE for independent members to serve on the Company's audit and compensation committees and the Committee, and requirements of the SEC to have persons with financial expertise available to serve on the Company's audit committee. In appropriate circumstances, the Committee, in its sole discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable provisions of the Charter, Bylaws and Corporate Governance Guidelines.
  6. To the extent the Committee deems appropriate, retain search firms to assist in searches by the Committee for persons to be added to the Board.
  7. Adopt criteria which the Committee will apply in its selection of new directors. Such criteria shall be approved by the Board.
  8. At least annually, produce and provide to the Board, a performance review of each member of the Board, of each committee and that of senior management.
  9. Review the Board's annual evaluation of its own performance.
  10. Consult from time to time with the Chairman of the Board to obtain his views about whether new members should be added to the Board and about whether current members should be re-nominated or replaced.
  11. Recommend the Corporate Governance Guidelines, and any proposed changes to those Corporate Governance Guidelines, to the Board.
  12. Develop, produce and provide to the Board, a periodical review (at least annually) of the Corporate Governance Guidelines relating to the membership and functioning of the Board and any other matters the Committee deems appropriate.
  13. In connection with its development and review of Corporate Governance Guidelines, consult with counsel about relevant legal requirements and consult other experts about any other matters the Committee deems appropriate in connection with its development and review of Corporate Governance Guidelines.
  14. Review with counsel at least annually the extent to which the Company and its Directors are complying with the Corporate Governance Guidelines, and, if necessary, recommend to the Board steps to improve compliance with the Corporate Governance Guidelines.
  15. Conduct and provide to the Board an annual evaluation of its own performance, which evaluation must compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year.
  16. Conduct and provide to the Board an annual review of this charter and recommend to the Board any changes the Committee deems appropriate.
  17. Prepare a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.
  18. Fulfill any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members.

Any performance evaluation conducted by the Committee shall be performed in such manner as the Committee deems appropriate. Any report to the Board may take the form of an oral report by any designated member of the Committee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee; provided that a charter is adopted for such subcommittee.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants at the expense of the Company. The Committee shall have the sole authority to select and retain a consultant or search firm, to terminate any consultant or search firm retained by it, and to approve the consultant or search firm's fees and other retention terms.


GRAMERCY CAPITAL CORP.
CORPORATE GOVERNANCE GUIDELINES

Director Qualification Standards
  • Each director of the Board of Directors (the "Board") of Gramercy Capital Corp. (the "Company") must have the following qualifications:
    1. Education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company's business or to its status as a publicly owned company.
    2. An unblemished reputation for integrity.
    3. A reputation for exercising good business judgment.
    4. Sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed.
  • A majority of the directors must meet the independence requirements set forth, from time to time, in the listing standards of the New York Stock Exchange ("NYSE") and any other applicable laws, rules or regulations, including, without limitation, any rules promulgated by the Securities and Exchange Commission (the "SEC"). In determining independence, the Board will consider the definition of "independent" in the listing standards of the NYSE (Rule 303A). Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board also must affirmatively determine that each independent director has no other material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates. A relationship will be considered "material" if in the judgment of the Board it would interfere with the director's independent judgment.
Director Responsibilities
  • The directors will direct the management of the business and affairs of the Company with the goal of optimizing the Company's long-term financial returns in a manner consistent with applicable legal requirements and ethical considerations.
  • The directors will consider the impact of the Company's actions on the Company's shareholders, employees, partners, borrowers, lenders and brokers where it operates.
  • Each director will attend substantially all the meetings of the Board and substantially all the meetings of each committee on which the director serves.
  • Each director will review, before attending meetings of the Board or committees, all materials provided by the Company relating to matters to be considered at the meetings.
  • The non-management directors will meet at least once a year without the presence of any directors or other persons who are part of the Company's management.
Director Access to Management and Independent Advisors

Directors will have access to management and, as necessary and appropriate, to the Company's independent advisors, in order to keep themselves fully informed of the Company's affairs and to enable them to make sound business judgements.

Director Compensation

In fixing the compensation to be paid to directors who are not employees of the Company for serving on the Board and on committees, the Board will consider the following:

  • The compensation that is paid to directors of other companies which are comparable in size to the Company.
  • The amount of time it is likely directors will be required to devote to preparing for and attending meetings of the Board and the committees on which they serve.
  • The success of the Company (which may be reflected in stock options or other compensation related to the price of the Company's shares).
  • If a committee on which a director serves undertakes a special assignment, the importance of that special assignment to the Company and its stockholders.
  • The risks involved in serving as a director and a member of Board committees.
Director Orientation and Continuing Education
  • The Company will make available to each new director an opportunity to discuss the Company and its business with senior executives and inform each new director of Company policies which affect directors, including these Corporate Governance Guidelines.
  • The Company will make available to directors, at the Company's cost, professionally conducted programs regarding director responsibilities and other matters related to service on the Board.
Management Succession
  • As part of their role in directing the management of the business and affairs of the Company, the directors will be responsible for (a) ensuring that the Company's management has the capabilities to cause the Company to operate in an efficient and businesslike fashion, and (b) reviewing the qualifications of persons proposed as additional members of the Company's management or replacements for members of the Company's management.
  • If there is a vacancy in a senior management position, other than that of chief executive officer, the Board will receive and review the recommendation of the chief executive officer for filling that vacancy.
  • If it is anticipated that the chief executive officer will leave the Company at a specified future date, the Board will ensure that the process of selecting a successor chief executive officer will take place in a manner that is likely to create a smooth transition between chief executive officers.
  • If there is an unanticipated departure of the chief executive officer, the Board will oversee (a) selection of a temporary chief executive officer to serve until a permanent replacement is selected, and (b) selection of the permanent replacement for the chief executive officer.
Annual Performance Evaluation of the Board

The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.

Management Responsibilities
  • Management is responsible for operating the Company in an effective, ethical and legal manner designed to produce value for the Company's shareholders consistent with the Company's policies and standards. Management is responsible for understanding the Company's activities and the material risks incurred by the Company as well as avoiding conflicts of interest with the Company and its shareholders.
  • Management, under the oversight of the Board and audit committee of the Board, is responsible for producing financial statements that fairly present the Company's financial condition, results of operation, cash flows and related risks in a clear and understandable manner, for making timely and complete disclosures to investors and the public and for keeping the Board well-informed on a timely basis as to all significant matters of the Company.
  • Senior management is responsible for developing and presenting to the Board for approval the Company's strategic plans and annual operating plans and budget.
  • Senior management is responsible for selecting qualified members of management and for implementing an effective and ethical organizational structure.
  • Senior management is responsible for developing, implementing and monitoring an effective system of (x) internal controls and procedures to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported and (y) disclosure controls and procedures that are designed to ensure information is properly and timely reported to ensure compliance with applicable securities laws, listing requirements and current contracts.
Meeting Procedures
  • Management shall be responsible for assuring that, where feasible, all information and data important to the understanding of the Company's business and matters to be considered by the Board shall be distributed in writing sufficiently in advance of each meeting to provide directors with a reasonable amount of time to review and evaluate such information and data.
  • Directors are entitled to rely in good faith on (1) corporate records, officers or employees and on reports of Board committees and/or (2) any other person selected with reasonable cause as to matters reasonably believed to be within the person's professional or expert competence.
Disclosure

This policy, the Company's charter and bylaws, each Board committee charter and the Company's code of business conduct and ethics will be posted on the Company's website and also will be available in print to any shareholder requesting it.


GRAMERCY CAPITAL CORP.
COMPENSATION COMMITTEE CHARTER

Purpose

The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Gramercy Capital Corp. (the "Company"). Its primary functions are to:

  • Determine how the Company's chief executive officer ("CEO") should be compensated,
  • Administer the Company's 2004 Equity Incentive Plan,
  • Set policies, and review management decisions, regarding compensation of the Company's senior executives other than its CEO, and
  • Produce the report on executive compensation required to be included in the Company's proxy statement for its annual meeting.
Organization
  • The Committee will consist of no fewer than three members, each of whom must meet the independence requirements set forth, from time to time, in the listing standards of the New York Stock Exchange ("NYSE") and any other applicable laws, rules or regulations, including, without limitation, any rules promulgated by the Securities and Exchange Commission (the "SEC").
  • The members of the Committee will be appointed, removed and replaced by, and in the sole discretion of, the Board.
  • The Board will designate a member of the Committee to be the chairman of the Committee.
  • The Committee will create its own rules of procedure, including rules regarding notice of meetings, quorum and voting. Such rules will be consistent with the Articles of Incorporation, as amended (the "Charter") and Bylaws (the "Bylaws") of the Company and with this charter.
  • The Committee may create subcommittees to perform particular functions, either generally or in specific instances, and such subcommittees shall be comprised of members who meet the independence requirements set forth above and shall have published charters.
  • Minutes will be kept with regard to each meeting of the Committee, which will record all actions taken by the Committee. The minutes will be maintained with the books and records of the Company. Copies of the minutes of each meeting of the Committee will be sent promptly after the meeting to all members of the Board.
  • The Committee will report to the Board at all regular meetings of the Board or at such other times as the Committee deems necessary or appropriate.
  • The Committee shall meet in person or telephonically at least twice a year at a time and place determined by the Committee chairman, with further meetings to occur when deemed necessary or desirable by the Committee or its chairman.
  • The Committee may request members of management or others to attend meetings and provide pertinent information as necessary.
Responsibilities and Powers

To fulfill its purposes, the Compensation Committee will:

  • Determine the corporate goals and objectives whose achievement will affect the CEO's compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation based on this evaluation.
  • In determining the long-term incentive component of the CEO's compensation, consider, among other things, the Company's performance, the return to its shareholders relative to the returns to shareholders of comparable companies, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years.
  • Determine the corporate goals and objectives whose achievement will affect the compensation of the Company's manager (the "Manager"), evaluate the Manager's performance in light of those goals and objectives, and evaluate the Manager's compensation based on this evaluation.
  • In consultation with the CEO, establish the Company's general compensation philosophy, and oversee the development and implementation of employee compensation programs.
  • Oversee the development and implementation of compensation programs for the Board, including members of Board committees.
  • Review the recommendations of the CEO with regard to the compensation of the officers of the Company and with regard to other highly paid employees of the Company and its subsidiaries and, based on that review, recommend any changes it deems advisable or advise the Board that it has approved the recommendations of the CEO.
  • Make recommendations to the Board with respect to the Company's 2004 Equity Incentive Plan, as well as other incentive-compensation plans and equity-based plans that will apply to senior executives and other key employees of the Company, oversee the activities of the individuals and committees responsible for administering these plans, and discharge any responsibilities imposed on the Committee by any of these plans.
  • Determine and certify the shares awarded under the 2004 Equity Incentive Plan, and grant options and awards under the 2004 Equity Incentive Plan.
  • To the extent the Committee deems advisable, retain compensation consultants to advise the Committee about levels and types of compensation being given by companies similar to the Company to their chief executive officers and other senior executives and any other matters the Committee deems appropriate. The Committee has the sole authority in determining any consultants to retain or terminate and in determining their fees.
  • To the extent the Committee deems advisable, consult with legal counsel (which may be counsel to the Company) about any matters, including tax deductibility to the Company and tax effects upon employees, that the Committee deems relevant with regard to particular compensation related decisions.
  • In consultation with senior management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
  • Review and approve any severance or similar termination payments proposed to be made to any current or former member of senior management of the Company.
  • Conduct and provide to the Board an annual evaluation of its own performance, which evaluation must compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year.
  • Conduct and provide to the Board an annual review of this charter and recommend to the Board any changes the Committee deems appropriate.
  • Produce an annual report of the Compensation Committee on Executive Compensation for inclusion in the Company's annual proxy statement in accordance with applicable SEC rules and regulations.
  • Prepare a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.
  • Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's compensation programs.
Any performance evaluation conducted by the Committee shall be performed in such manner as the Committee deems appropriate. Any report to the Board may take the form of an oral report by any designated member of the Committee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee; provided that a charter is adopted for such subcommittee.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants at the expense of the Company. The Committee shall have the sole authority to select and retain a consultant or search firm, to terminate any consultant or search firm retained by it, and to approve the consultant or search firm's fees and other retention terms.


GRAMERCY CAPITAL CORP.
CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

It is the policy of Gramercy Capital Corp. (the "Company") that our business be conducted in accordance with the highest moral, legal and ethical standards. Our reputation for integrity is our most important asset and each employee and director must contribute to the care and preservation of that asset.

This reputation for integrity is the cornerstone of the public's faith and trust in our Company; it is what provides us an opportunity to serve our investors, customers and other stakeholders. A single individual's misconduct can do much to damage a hard-earned reputation. No code of business conduct or ethics can effectively substitute for the thoughtful behavior of an ethical director, officer or employee. This Code of Business Conduct and Ethics (the "Code") is presented to assist you in guiding your conduct to enhance the reputation of our Company.

The Code is drafted broadly. In that respect, it is the Company's intent to exceed the minimum requirements of the law and industry practice. Mere compliance with the letter of the law is not sufficient to attain the highest ethical standards. Good judgment and great care must also be exercised to comply with the spirit of the law and of this Code.

The provisions of the Code apply to you, your spouse and members of your immediate family. In addition, it covers any partnership, trust, or other entity, which you, your spouse or members of your immediate family control.

The Company intends to enforce the provisions of this Code vigorously. Violations could lead to sanctions, including dismissal in the case of an employee, as well as, in some cases, civil and criminal liability.

Inevitably, the Code addresses questions and situations that escape easy definition. No corporate code can cover every possible question of business practice. There will be times when you are unsure about how the Code applies. When in doubt, ask before you act.

Upholding the Code is the responsibility of every employee and director. Department heads are responsible for Code enforcement in their departments and managers are accountable for the employees who report to them.

The Company also has a Policies & Procedures Manual (the "Manual"). Certain provisions of the Code are also discussed in more detail in the Manual. The provisions of the Manual shall control over any inconsistent provisions of this Code. You are therefore advised to consult the Manual as necessary.

Questions About the Code; Reporting Suspected Violations

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you are faced with a difficult business decision that is not addressed in this Code, ask yourself the following questions:

  • Is it legal?
  • Is it honest and fair?
  • Is it in the best interests of the Company?
  • How does this make me feel about myself and the Company?
  • Would I feel comfortable if an account of my actions were published with my name in the newspaper?
If you still feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company's high ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Compliance Officer, Andrew S. Levine by telephone at 212-216-1615 or by confidential email at compliance.officer@gramercycapitalcorp.com. If you feel appropriate action is not being taken, you should contact the Chief Executive Officer or, in cases relating to the financial reporting of the Company, the chairman of the audit committee of the Board of Directors. You are not required to identify yourself when reporting a violation.

The Company has adopted a Whistleblowing and Whistleblower Policy to enable the anonymous and confidential submission by employees of complaints or concerns regarding (i) a violation of applicable laws, regulations, or business ethics standards, or a questionable accounting or auditing matter, and (ii) the receipt, retention and treatment of employee complaints or concerns regarding such matters. Please consult this policy as necessary.

Confidentiality and Policy Against Retaliation

To the extent possible, we will endeavor to keep confidential the identity of anyone reporting a violation of the Code. You will be treated with dignity and respect, your concerns will be seriously addressed and you will be informed of the outcome. We will also keep confidential the identities of employees about whom allegations of violations are brought, unless or until it is established that a violation has occurred. It is the Company's policy that retaliation against employees who report actual or suspected Code violations is prohibited; anyone who attempts to retaliate will be subject to disciplinary action, up to and including dismissal.

Conflicts Of Interest

The Company relies on the integrity and undivided loyalty of our employees and directors to maintain the highest level of objectivity in performing their duties. Each employee and director has a duty of honesty and loyalty to the Company, to further its aims and goals and to work on behalf of its best interests with the highest level of integrity. Each employee is expected to avoid any situation in which your personal interests conflict, or have the appearance of conflicting, with those of the Company. Individuals must not allow personal considerations or relationships to influence them in any way when representing the Company in business dealings.

A conflict situation can arise when an employee or director takes actions or has interests that may make it difficult to perform work on behalf of the Company objectively and effectively. Conflicts also arise when an employee or director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, such persons are of special concern. The consequences of such behavior have the potential to do great harm to the Company and all employees and directors by disrupting business and undermining public confidence. Employees and directors are expected to be totally free of any competing interest when making business decisions. Accordingly, all employees and directors must refrain from personal activities or interests that could influence their objective decision-making ability.

All employees and directors must exercise great care any time their personal interests might conflict with those of the Company. The appearance of a conflict often can be as damaging as an actual conflict. Prompt and full disclosure is always the correct first step towards identifying and resolving any potential conflict of interest. Non-employee directors are expected to make appropriate disclosures to the Board of Directors and to take appropriate steps to recuse themselves from decisions of the Board of Directors with respect to transactions or other matters involving the Company as to which they are interested parties or with respect to which a real or apparent conflict of interest exists.

The following sections review several common problems involving conflicts of interest. The list is not exhaustive. Each individual has a special responsibility to use his or her best judgment to assess objectively whether there might be even the appearance of acting for reasons other than to benefit the Company, and to discuss any conflict openly and candidly with the Company.

Payments and Gifts

Employees who deal with the Company's borrowers, lenders, tenants, suppliers or other third parties are placed in a special position of trust and must exercise great care to preserve their independence. As a general rule, no employee should ever receive a payment or anything of value in exchange for a decision involving the Company's business. Similarly, no employee of the Company should ever offer anything of value to government officials or others to obtain a particular result for the Company. Bribery, kickbacks or other improper payments have no place in the Company's business.

The Company recognizes exceptions for token gifts of nominal value or customary business entertainment, when a clear business purpose is involved. If you are in doubt about the policy's application, the Compliance Officer should be consulted.

Personal Financial Interests; Outside Business Interests

Employees should avoid any outside financial interests that might be in conflict with the interests of the Company. No employee may have any significant direct or indirect financial interest in, or any business relationship with, a person or entity that is a material borrower, broker/agent, partner, lender or competitor of the Company, or any other person who does significant business with the Company. A financial interest includes any interest as an owner, creditor or debtor. Indirect interests include those through an immediate family member or other person acting on his or her behalf. This policy does not apply to an employee's arms-length purchases of goods or services for personal or family use, or to the ownership of shares in a publicly held corporation.

Employees should not engage in outside jobs or other business activities that compete with the Company in any way. Further, any outside or secondary employment ("moonlighting") may interfere with the job being performed for the Company and is discouraged. Under no circumstances may employees have outside interests that are in any way detrimental to the best interests of the Company.

You must disclose to the Compliance Officer any personal activities or financial interests that could negatively influence, or give the appearance of negatively influencing, your judgment or decisions as a Company employee. The Compliance Officer will then determine if there is a conflict and, if so, how to resolve it without compromising the Company's interests.

Loans or Other Financial Transactions

No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material borrower, broker/agent, partner, lender or competitor of the Company, or any other person who does significant business with the Company. This guideline does not prohibit arms-length loans from recognized banks, brokerage firms, or other financial institutions regularly engaged in the business of making loans to the public generally.

Corporate Boards

The director of an organization has access to sensitive information and charts the course of the entity. If you are invited to serve as a director of an outside organization, the Company must take safeguards to shield both the Company and you from even the appearance of impropriety. For that reason, any employee invited to join the board of directors of another organization (including a nonprofit or other charitable organization) must obtain the approval of the Compliance Officer. Directors who are invited to serve on other boards should promptly notify the Compliance Officer.

Corporate Opportunities

Directors and employees of the Company have a primary business and ethical responsibility to the Company to avoid any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the official duties of their respective positions in the Company. Moreover, directors and employees of the Company are prohibited from taking for themselves, personally, opportunities that are discovered through the use of corporate property, information or position and from using these for improper personal gain, nor should such persons compete with the Company directly or indirectly. At the same time, directors and employees should be permitted to pursue personal business interests that present no real threat to the duty they owe to the Company to promote its legitimate interests when the opportunity to do so arises.

Corporate opportunities can include opportunities closely related to the business of the Company and any opportunities that accrue to the director or employee as a result of his position with the Company. Prior to pursuing a business opportunity that could just as easily be taken by the Company, the director or employee shall be required to first offer the opportunity to the Company and fully disclose the opportunity to the Board of Directors. The Board of Directors shall make the final determination as to whether a particular opportunity can be taken by the director or employee. The Company must, through the Board of Directors, waive any right to the corporate opportunity in order to take the opportunity for himself.

The Board of Directors may consider the following factors in making its determination:
  • whether the opportunity is presented to the director or employee in his individual and not his corporate capacity;
  • whether the opportunity is essential to the Company;
  • whether the Company holds an interest or expectancy in the opportunity; and
  • whether the director or employee has wrongfully employed the resources of the Company in pursuing or exploiting the opportunity.

In the event that the Board of Directors determines that the director or employee can pursue the opportunity, such opportunity shall be disclosed to the extent required by law or as may be approved by the Board of Directors in the appropriate public filing of the Company with the Securities and Exchange Commission.

Use and Protection of Company Assets

Proper use and protection of the Company's assets is the responsibility of all employees. Company facilities, materials, equipment, information and other assets should be used only for conducting the Company's business and are not to be used for any unauthorized purpose. Employees should guard against waste and abuse of Company assets in order to improve the Company's productivity.

Confidentiality

One of the Company's most important assets is its confidential corporate information. The Company's legal obligations and its competitive position often mandate that this information remain confidential.

Confidential corporate information relating to the Company's financial performance (e.g. quarterly financial results of the Company's operations) or other transactions or events can have a significant impact on the value of the Company's securities. Premature or improper disclosure of such information may expose the individual involved to onerous civil and criminal penalties.

You must not disclose confidential corporate information to anyone outside the Company, except for a legitimate business purpose (such as contacts with the Company's accountants or its outside lawyers). Even within the Company, confidential corporate information should be discussed only with those who have a need to know the information. Your obligation to safeguard confidential corporate information continues even after you leave the Company.

The same rules apply to confidential information relating to other companies with which we do business. In the course of the many pending or proposed transactions that this Company has under consideration at any given time, there is a great deal of non-public information relating to other companies to which our employees may have access. This could include "material" information that is likely to affect the value of the securities of the other companies. Confidential information includes all nonpublic information that might be of use to competitors, or harmful to the company or its customers, if disclosed.

Employees and directors who learn material information about borrowers, suppliers, customers, venture partners, acquisition targets or competitors through their work at the Company must keep it confidential and must not buy or sell stock in such companies until after the information becomes public. Employees and directors must not give tips about such companies to others who may buy or sell the stocks of such companies.

Dealings With the Press and Communications With the Public

The Company's Chief Executive Officer and Chief Financial Officer are the Company's principal spokesmen. If someone outside the Company asks you questions or requests information regarding the Company, its business or financial results, do not attempt to answer. All requests for information—from reporters, securities analysts, shareholders or the general public—should be referred to the Chief Executive Officer and/or Chief Financial Officer, who will handle the request or delegate it to an appropriate person.

Accounting Matters

Internal Accounting Controls

The Company places the highest priority on "best practices" disclosure. Our annual reports, quarterly reports and press releases, and other public disclosure of the Company's financial results, reflect how seriously we take this responsibility.

Each employee shares this responsibility with senior management and the Board of Directors and must help maintain the integrity of the Company's financial records. This Code cannot include a review of any extensive accounting requirements the Company must fulfill. To meet these obligations however, the Company must rely on employee truthfulness in accounting practices. Employees must not participate in any mistreatment of the Company's accounts. No circumstances justify the maintenance of "off-the-books" accounts to facilitate questionable or illegal payments. We trust that every employee understands that protecting the integrity of our information gathering, information quality, internal control systems and public disclosures is one of the highest priorities we have as a company.

If you ever observe conduct that causes you to question the integrity of our internal accounting controls and/or disclosure, or you otherwise have reason to doubt the accuracy of our financial reporting, it is imperative that you bring these concerns to our attention immediately. You should consult the Company's Whistleblowing and Whistleblower Policy to learn how to, and to whom you should, report any concerns. Retaliation of any kind against any employee for raising these issues is strictly prohibited and will not be tolerated.

Improper Influence on the Conduct of Audits

It is unlawful for any officer or director of the Company, or any other person acting under the direction of such person, to take any action to fraudulently influence, coerce, manipulate, or mislead the independent accountants engaged in the performance of an audit of the Company's financial statements for the purpose of rendering such financial statements materially misleading. Any such action is a violation of this Code. Types of conduct that might constitute improper influence include the following:

  • Offering or paying bribes or other financial incentives, including offering future employment or contracts for non-audit services,
  • Providing an auditor with inaccurate or misleading legal analysis,
  • Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company's accounting practices or procedures,
  • Seeking to have a partner removed from the audit engagement because the partner objects to the Company's accounting practices or procedures,
  • Blackmailing, and
  • Making physical threats.

Any employee or director who engages in such conduct will be subject to sanctions under the Code, including dismissal in the case of an employee, in addition to potential civil and criminal liability.

Records Retention

You should retain documents and other records for such period of time as you and your colleagues will reasonably need such records in connection with the Company's business activities. All documents not required to be retained for business or legal reasons, including draft work product, should not be retained and should be destroyed in order to reduce the high cost of storing and handling the vast amounts of material that would otherwise accumulate. However, under unusual circumstances, such as litigation, governmental investigation or if required by applicable state and federal law and regulations, the Compliance Officer may notify you if retention of documents or other records is necessary.

Legal Compliance

Pertinent laws of every jurisdiction in which the Company operates must be followed. Each employee is charged with the responsibility of acquiring sufficient knowledge of the laws relating to his or her particular duties in order to recognize potential dangers and to know when to seek legal advice. In any instance where the law is ambiguous or difficult to interpret, the matter should be reported to the Company's management who in turn will seek legal advice from the Company's legal counsel as appropriate.

Transactions Involving Company Securities

"Insider trading" refers generally to buying or selling a security while in possession of material, non-public information about the security. Insider trading is illegal and against Company policy. Such trading can cause significant harm to the reputation for integrity and ethical conduct of the Company. Federal securities laws impose civil and criminal penalties upon persons who use inside information when buying and selling securities or who give inside information to others who use it when buying or selling securities. Liability for violating the laws against "insider trading" can extend not only to the Company's senior executives, but also to the Company's employees and directors and to relatives and friends of those persons. No employee, officer, director, or agent of the Company may trade in the securities of the Company if he or she possesses material, non-public (i.e., "inside") information about the Company. In addition, an insider who is aware of inside information must not disclose such information to family, friends, business or social acquaintances, other employees (unless such employees have a position with the Company giving them a right and need to know), or other third parties. An insider may not discuss material information or make trades in the market while aware of material information until the third business day after the material information has been made public.

Inside information about the Company that is not known to the investing public may include, among other things: strategic plans; significant capital investment plans; negotiations concerning acquisitions or dispositions; major new contracts (or the loss of a major contract); other favorable or unfavorable business or financial developments or prospects; a change in control or a significant change in management; impending securities splits, securities dividends or changes in dividends to be paid; a call of securities for redemption; and, most importantly, financial results.

Each employee, officer, director, and agent of the Company acknowledges that the Company has a separate and more specific policy regarding transactions involving Company securities. Each employee, officer, director and agent of the Company acknowledges that he or she will comply with such policy.

If you have any questions about this policy, please consult the Company's Compliance Officer.

Fair Dealing

It is the Company's policy to deal fairly with its borrowers, brokers/agents, partners, lenders, customers, suppliers, competitors, employees and other third parties. In the course of business dealings on behalf of the Company, no employee should take advantage of another person or party through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair business practice.

Relationships with Borrowers, Brokers/Agents, Partners and Lenders

Our business success depends upon our ability to foster lasting relationships with borrowers, brokers/agents, partners and lenders. The Company is committed to dealing with these persons and entities fairly, honestly and with integrity. Specifically, you should keep the following guidelines in mind when dealing with such companies or persons:

  • Information we supply to these persons and entities should be as current, accurate, and complete as available. Employees should not deliberately misrepresent information to these persons and entities.
  • Entertainment of these persons and entities should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for decisions of these persons and entities unless expressly approved by the Company. Please see "Payments and Gifts" above for additional guidelines in this area.
Relationships with Competitors

The Company is committed to free and open competition in the marketplace and throughout all business dealings. Employees should avoid all actions that reasonably could be construed as being anti-competitive, monopolistic or otherwise contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices.

Employment Practices

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our employment policies and procedures. Copies of our detailed policies are available from the Compliance Officer. Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Compliance Officer if you have any questions about the laws, regulations and policies that apply to you.

Harassment and Discrimination

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex, sexual orientation, age, disability, veteran status or other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the Compliance Officer. All complaints will be treated with sensitivity and discretion. Your confidentiality will be maintained to the extent possible, consistent with law and the Company's need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment. The Company strictly prohibits retaliation against an employee who, in good faith, files a compliant.

Any member of management who receives a report of alleged harassment or discrimination is required to report it to the Compliance Officer immediately.

Alcohol and Drugs

The Company is committed to maintaining a drug-free work place. All Company employees must comply strictly with Company policies regarding the abuse of alcohol and the possession, sale and use of illegal substances. Drinking alcoholic beverages is prohibited while on duty or on the premises of the Company, except at specified Company-sanctioned events. Possessing, using, selling or offering illegal drugs and other controlled substances is prohibited under all circumstances while on duty or on the premises of the Company. Likewise, you are prohibited from reporting for work, or driving a Company vehicle or any vehicle on Company business, while under the influence of alcohol or any illegal drug or controlled substance.

Violence Prevention and Weapons

The safety and security of Company employees is vitally important. The Company will not tolerate violence or threats of violence in, or related to, the workplace. Employees who experience, witness or otherwise become aware of a violent or potentially violent situation that occurs on the Company's property or affects the Company's business must immediately report the situation to their supervisor or the Compliance Officer.

The Company does not permit any individual to have weapons of any kind in Company property or vehicles, while on the job or off-site while on Company business. This is true even if you have obtained legal permits to carry weapons.

Enforcement

The conduct of each employee matters vitally to the Company. A misstep by a single employee can cost the Company dearly; it undermines all of our reputations. For these reasons, violations of this Code may lead to significant penalties, including dismissal.

The Company's Chief Executive Officer will take such action as he deems appropriate with respect to any employee who violates any provision of this Code, and will inform the audit committee of the Board of Directors of all material violations. Any alleged violation by the Chief Executive Officer will be presented promptly to the audit committee of the Board of Directors for its consideration and such action as the audit committee of the Board of Directors, in its sole judgment, shall deem warranted.

The Compliance Officer will keep records of all reports created under this Code and of all action taken under this Code. All such records will be maintained in such manner and for such periods as are required under applicable Federal and state law.

Amendments/Waivers

Any amendment to, or waiver of, this Code for executive officers or directors of the Company may be made only by the Board of Directors, or by a Board committee specifically authorized for this purpose, and must be promptly disclosed to the Company's shareholders in accordance with all applicable laws, rules and regulations, including without limitation the requirements of the New York Stock Exchange.

Condition of Employment or Services

All employees, officers and directors shall conduct themselves at all times in the best interests of the Company. Compliance with this Code shall be a condition of employment and of continued employment with the Company, and conduct not in accordance with this Code may result in disciplinary action, including termination of employment.

This Code is not an employment contract nor is it intended to be an all-exclusive policy statement on the part of the Company. The Company reserves the right to provide the final interpretation of the policies it contains and to revise those policies as deemed necessary or appropriate.


GRAMERCY CAPITAL CORP.
AUDIT COMMITTEE CHARTER

Purpose

The Board of Directors (the "Board") of Gramercy Capital Corp. (the "Company") has established an audit committee of certain independent directors (the "Committee") and has adopted and approved this charter for the Committee. The Committee's primary functions are to:

  1. Assist Board oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the qualifications and independence of the registered public accounting firm employed by the Company for the audit of the Company's financial statements (the "Independent Auditor"), (iv) the performance of the people responsible for the Company's internal audit function, and (v) the performance of the Company's Independent Auditors, including any third party employed by the Company for the purpose of performing all or any portion of the Company's internal audit function (the "Internal Auditor"),
  2. Prepare the report that rules of the Securities and Exchange Commission (the "SEC") require be included in the Company's annual proxy statement, and
  3. Provide an open avenue of communication among the Company's Independent Auditors, its Internal Auditors, its management and its Board.
Organization
  1. The Committee will be composed of at least three directors, each of whom is financially literate (i.e., able to read and understand financial statements and aware of the functions of auditors for a company) or, in the judgement of the Board, able to become financially literate within a reasonable period of time after his or her appointment to the Committee and each of whom must meet the independence requirements set forth, from time to time, in the listing standards of the New York Stock Exchange ("NYSE") and any other applicable laws, rules or regulations, including, without limitation, any rules promulgated by the SEC.
  2. At least one member of the Committee will be a person who has the following attributes:
    1. an understanding of accounting principles generally accepted in the United States ("GAAP") and financial statements; and
    2. the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; and
    3. experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably expected to be raised by the Company's financial statements, or experience supervising one or more persons engaged in such activities; and
    4. an understanding of internal accounting controls; and
    5. an understanding of audit committee functions; or
    6. is otherwise qualified as a financial expert under the NYSE rules.
  3. No director who serves on the audit committee of more than two other public companies may be a member of the Committee, unless the Board determines such simultaneous service would not impair the ability of such director to effectively serve on the Committee, and discloses such determination in the Company's annual proxy statement, or if the Company does not file an annual proxy statement, in the Company's annual report on Form 10-K filed with the SEC.
  4. The members of the Committee will be appointed, removed and replaced by, and in the sole discretion of, the Board.
  5. The Board will designate a member of the Committee to be the chairman of the Committee.
  6. The Committee will create its own rules of procedure, including rules regarding notice of meetings, quorum and voting. Such rules will be consistent with the Articles of Incorporation, as amended (the "Charter") and Bylaws (the "Bylaws") of the Company and with this charter.
  7. The Committee may create subcommittees to perform particular functions, either generally or in specific instances.
  8. Minutes will be kept with regard to each meeting of the Committee, which will record all actions taken by the Committee. The minutes will be maintained with the books and records of the Company. Copies of the minutes of each meeting of the Committee will be sent promptly after the meeting to all members of the Board.
  9. The Committee will report to the Board at all regular meetings of the Board or at such other times as the Committee deems necessary or appropriate.
  10. The Committee shall meet in person or telephonically at least four times a year at a time and place determined by the Committee chairman, with further meetings to occur when deemed necessary or desirable by the Committee or its chairman.
  11. The Committee may request members of management or others to attend meetings and provide pertinent information as necessary.
Powers

The Committee will have the authority to engage independent counsel, accounting and other advisors, as it determines necessary to carry out its duties. The Company will provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of compensation (a) to the Independent Auditor employed by the Company to audit the financial statements of the Company and (b) to any advisors employed by the Committee.

The Committee may require any officer or employee of the Company or the Company's outside counsel or Independent Auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Responsibilities

The Committee will from time to time adopt any policies or procedures it deems necessary to ensure that the accounting and reporting practices of the Company are of the highest quality.

While the Committee has the powers and responsibilities set forth in this charter, it is not the duty or responsibility of the Committee to (i) plan or conduct audits, (ii) determine that the Company's financial statements and disclosures are complete and accurate or are in accordance with GAAP or applicable rules and regulations, or (iii) monitor and control risk assessment and management. These are the responsibilities of the Company's management and the Independent Auditor.

The Committee's functions are the sole responsibility of the audit committee and may not be allocated to a different committee.

To fulfill its responsibilities, the Committee will:

Independent Auditors
  1. Be directly responsible for the appointment (subject to shareholder approval, if required by the Board), termination, compensation, and oversight, of any public accounting firm employed by the Company (including resolution of disagreements between management and the Independent Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. Each such public accounting firm will report directly to the Committee.
  2. Have the sole authority to approve all audit engagement fees and terms, as well as all non-audit engagements of the Independent Auditors.
  3. Preapprove the fees and terms of all auditing services (including providing comfort letters in connection with securities offerings) and permitted non-audit services (including tax services) to be provided to the Company or its subsidiaries by the Company's Independent Auditors, except for non-audit services covered by the De Minimus Exception in Section 10A of the Securities Exchange Act of 1934, as amended. The Committee may delegate to one or more of its members who is an independent director the authority to grant preapprovals.
  4. In order to evaluate the Independent Auditors' qualifications, performance and independence, at least annually obtain and review a report by the Independent Auditors describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by government or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the Independent Auditors and the Company in order to assess the Independent Auditor's independence. This evaluation should include review of the partner of the Independent Auditor who has principal responsibility for its audits of the Company's financial statements and should take into account the opinions of management and the Internal Auditors (or the Company's personnel responsible for the internal audit function). In addition, the report will include a written statement of the fees billed for each of the following categories of services rendered by the Independent Auditor: (a) the audit of the Company's annual financial statements for the most recent fiscal year and the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for that fiscal year; (b) information technology consulting services for the most recent fiscal year, in the aggregate and by each service (and separately identifying fees for such services relating to financial information systems, design and implementation); and (c) all other services rendered by the Independent Auditor for the most recent fiscal year, in the aggregate and by each service.
  5. Ensure that the lead partner of the Independent Auditor does not serve in that capacity for more than five years. Consider whether the Independent Auditor itself should be changed periodically.
  6. Ensure the Company's compliance with all applicable legal requirements regarding auditor independence, including the periodic rotation of the lead partner and other senior members of the Independent Auditor.
  7. Present to the Board its conclusions regarding the Independent Auditors' qualifications, performance and independence as a result of the evaluation described in the preceding three paragraphs.
  8. Meet regularly with the Company's Independent Auditors so that they can report on (a) all critical accounting policies and practices the Company uses or expects to use; and (b) all alternative treatments of material financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Independent Auditors.
  9. Obtain and review, with the Independent Auditors, at least annually: a report from the Independent Auditors of any audit problems or difficulties and management's response, including any restrictions on the scope of the Independent Auditors' activities or access to information and any disagreements with management, and, if applicable, also including any accounting adjustments that were noted or proposed by the Independent Auditors but were "passed" (including similar adjustments that were passed because individually they were not material); any communications between the audit team and the Independent Auditors' national office with respect to auditing or accounting issues presented by the engagement; any "management" or "internal control" letter issued, or proposed to be issued, by the Independent Auditors to the Company; and all other material written communications between the Independent Auditors and the management of the Company. The review should also include discussion of the responsibilities, budget and staffing of the Company's internal audit function.
  10. Instruct the Independent Auditors that the Board and the Committee are the accountants' client.
  11. Meet separately, periodically, with management, with the Internal Auditors, and with the Independent auditors.
  12. Report regularly to the Board as to the quality and integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's independent auditors and the performance of the Company's internal audit function.
  13. Set clear hiring policies for employees or former employees of the Independent Auditors.
Internal Audit
  1. Review the responsibilities, budget and staffing of the Company's internal audit function.
  2. Review any significant changes in the planned scope of the internal audit function.
Accounting and Reporting Process
  1. Review any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles and the development, selection and disclosure of critical accounting estimates.
  2. Review major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies.
  3. Review analyses prepared by management and/or the Independent Auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including analyses of the effects of alternative GAAP methods on the Company's financial statements, the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on the financial statements of the Company.
  4. Review the audited financial statements and discuss them with management and the Independent Auditor. Based on that review, and the reviews performed by the Committee as described in paragraphs 1 through 3 under this Accounting and Reporting Process, make a recommendation to the Board relative to the inclusion of the Company's audited financial statements in the Company's annual report on Form 10-K.
  5. Obtain reports from management, parties responsible for the Company's internal audit function and the Independent Auditors, as necessary, regarding the compliance, or failure to comply, of the Company with applicable legal requirements and the Company's Code of Business Conduct and Ethics, including disclosures of insider and affiliated party transactions.
  6. Review with management and the Independent Auditors any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company's financial statements or accounting policies.
  7. The Committee will discuss with the Independent Auditors the matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees," as then in effect.
Other
  1. Discuss the annual audited financial statements and quarterly financial statements with management and the Independent Auditor, including the results of the Independent Auditor's reviews of the quarterly financial statements and the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" prior to the filing of each Form 10-K and Form 10-Q by the Company.
  2. Review the disclosures, if any, of the chief executive officer and chief financial officer, prior to their certification of each annual or quarterly report filed by the Company with the SEC, of (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and identify any material weakness in internal controls, and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.
  3. Discuss the Company's earnings press releases (paying particular attention to any use of "pro forma," or "adjusted" non-GAAP information and non-GAAP Financial Measures, as such term is defined under the rules of the Securities Act of 1934, as amended) and the rules and regulations promulgated thereunder, as well as financial information and earnings guidance provided to analysts and rating agencies.
  4. Discuss and review policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which risk assessment and risk management is undertaken.
  5. Establish procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  6. Conduct an annual evaluation of its own performance.
  7. Conduct an annual review of this charter and recommend to the Board any changes the Committee deems appropriate.
  8. Review with internal and external counsel, where appropriate, any legal matters that could have a significant impact on the Company's financial statements.
  9. Review accounting and financial human resources and succession planning within the Company.
  10. Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board.

To discuss your unique financing requirements with Gramercy, or to learn more about Gramercy's value-added approach to commercial real estate finance, please contact:

Gramercy Capital Corp.        
420 Lexington Avenue
11100 Santa Monica Blvd., Suite 500
New York, NY 10170 Los Angeles, CA 90025
Telephone: 212-297-1000 Telephone: 310-444-0520
Fax: 212-297-1090 Fax: 310-444-0435


John B. Roche
Chief Financial Officer
212-297-1038
john.roche@gramercycapitalcorp.com


Laura Godfrey
Investor Relations
212-297-1018
laura.godfrey@gramercycapitalcorp.com




Michael Nagin
310-444-0434
michael.nagin@gramercycapitalcorp.com



Philip Orosco
310-444-0437
philip.orosco@gramercycapitalcorp.com

Employment Opportunities


Asset Management Analyst, SLG Asset Management Group
Job Description:
SUMMARY: A fully integrated, self-managed, self administered Real Estate Investment Trust, SL Green Realty Corp. (NYSE: SLG), is seeking an Asset Management Analyst within its Asset Management Group. The ideal candidate will possess a bachelor's degree in a business related field, proven experience in real estate asset management, and exceptional verbal and written communication skills.

RESPONSIBILITIES: Overall asset management responsibility for the SL Green Realty Corp. structured finance platform as well as the Gramercy Capital Corp. (NYSE: GKK) investment portfolio; such investments are typically transitional assets with fluid business plans, and include a myriad of property types, including office, retail, residential, hotel and land. Take on an ownership role of each investment as it is transitioned from origination to asset management. Responsible for review of property operations, providing executive management and investors with analysis and results of property inspections, budget and variance reports, adequacy of operating reserves and replacement reserves, marketing status and occupancy status.

Specific responsibilities will include:
*Provide updated analysis/reporting of the SLG and GKK structured finance portfolios on a weekly/monthly/quarterly basis to executive management as well as investors
*Analyze detailed commercial loan financial information so trends and information can be articulated to management and investors
*Work with servicers on a daily basis to oversee interest payments, outstanding loan balances and routine loan administration
*Quarterback the future funding process of a loan, as Borrowers implement business plans.
*Collect, input and analyze P/L and budget to actual financial data, monthly physical and qualified occupancy results, construction and lease up progress versus underwritten proforma
*Provide updated underwriting and valuation of assets based on current market conditions and progress of Borrower’s business plan
*Utilize asset management database and other software packages to ensure prompt delivery of summarized property data to investors and executive management.
*Perform periodic site visits

Skills:
Required:
*Bachelor's degree in Finance or other business related field
*2-3 years of real estate asset management experience
*Strong attention to detail and ability to multi-task in strong volume environment
*Excellent communication, organizational and negotiation skills
*Proficient in Microsoft excel and word, with some experience in Argus.

Preferred:
*Experience with underwriting and valuation of debt and/or equity real estate investments.
*Extensive knowledge of all aspects of real estate asset management



COMPENSATION: Competitive. Base and incentive compensation, along with a comprehensive benefits package.

Submit your qualifications, including a resume, compensation requirements, and a letter of interest, to: asset.analyst@slgreen.com


Analyst, Commercial Real Estate Finance
Responsibilities: qualification of new transactions; property underwriting; transaction management; support for new business solicitation; and drafting and presentation of investment committee memoranda. Qualifications: BA with a strong academic record; 1+ years of relevant commercial real estate experience; strong financial, writing and presentation skills; facility in Excel, Word, Powerpoint, and ARGUS; experience in underwriting commercial real estate and negotiating loan documents; a willingness to travel; and the ability to multi-task in a fast-paced work environment.
Opportunities are available in Los Angeles. Submit your qualifications, including a resume, compensation requirements, and a letter of interest, to: recruiting@gramercycapitalcorp.com or fax to 212-297-1090