Form 4: Veris Residential CEO Mahbod Nia Reports Acquisition of Phantom Stock Units Under Deferred Compensation Plan

Veris Residential, Inc. CEO and Director Mahbod Nia reported the acquisition of 20.116 phantom stock units as part of a deferred compensation plan, increasing his total beneficial ownership to 3,764.268 units.

Summary

• Mahbod Nia, Chief Executive Officer and Director of Veris Residential, Inc. (VRE), acquired 20.116 phantom stock units.
• The transaction date for this acquisition is June 30, 2025, and it was made pursuant to a Rule 10b5-1 plan.
• These phantom stock units were credited as a quarterly dividend on previously granted cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• The units convert to common stock on a one-for-one basis.
• Following this transaction, Mahbod Nia beneficially owns a total of 3,764.268 phantom stock units.
• The phantom stock units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of Mr. Nia's service on the Board of Directors or upon a change in control of Veris Residential, Inc.
• The price of the derivative security was $14.89.

Sentiment

Score: 6

Explanation: The filing indicates a routine, expected compensation event for a key executive, aligning management's interests with shareholders. It is not a significant positive or negative event on its own, but reflects ongoing corporate governance and compensation practices.

Positives

• The acquisition of phantom stock units aligns the interests of CEO Mahbod Nia with those of shareholders.
• The transaction is part of a pre-existing deferred compensation plan and executed under a Rule 10b5-1 plan, indicating a structured and transparent approach to executive remuneration.

Negatives

• No negative aspects are directly indicated in this Form 4 filing.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

Phantom stock units are expected to be settled in Veris Residential, Inc. common stock upon the termination of Mahbod Nia's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Management Comments

• The phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• The units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of the reporting person's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, which is a common practice across publicly traded companies, particularly within the real estate investment trust (REIT) sector like Veris Residential, Inc. Deferred compensation plans involving equity, often executed under Rule 10b5-1 plans, are standard mechanisms to align executive interests with long-term shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as a component of executive and director compensation is a common practice in the REIT industry and broader corporate landscape, aligning executive incentives with company performance and shareholder returns.
• Deferred compensation plans, such as the Veris Residential, Inc. Deferred Compensation Plan for Directors, are standard mechanisms for retaining key personnel and deferring tax obligations on compensation until a future date, often upon retirement or separation from service.
• The one-for-one conversion of phantom units to common stock is a typical structure for such equity-based awards, ensuring direct correlation with the underlying stock's value.
• The execution of the transaction under a Rule 10b5-1 plan is a standard practice for insiders to pre-arrange trades, providing an affirmative defense against insider trading allegations and demonstrating transparency.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Mahbod Nia, an executive officer and director, from Veris Residential, Inc. constitutes a related party transaction as it involves compensation between the company and its insider.

Stakeholder Impact

• **Shareholders**: The grant of phantom stock units aligns the interests of the CEO with shareholders, as the value of the units is tied to the company's common stock performance. Upon settlement, there will be a minor dilutive effect from the issuance of new shares.
• **Management/Executives**: Mahbod Nia benefits from deferred compensation and increased equity ownership in the company.

Next Steps

• Settlement of the phantom stock units in common stock upon termination of Mahbod Nia's service on the Board of Directors.
• Settlement of the phantom stock units in common stock upon a change in control of Veris Residential, Inc.

Key Dates

Keywords

Veris Residential, VRE, Mahbod Nia, SEC Form 4, Phantom Stock Units, Deferred Compensation, Insider Transaction, Executive Compensation, Director Compensation, Equity Grant, Rule 10b5-1