Form 4: Veris Residential CEO Nia Mahbod Receives Stock Grants

Veris Residential's CEO, Nia Mahbod, was granted restricted stock units on March 7, 2025, including time-vesting, performance-vesting, and outperformance-vesting units.

Summary

• On March 7, 2025, Nia Mahbod, CEO of Veris Residential, Inc., received grants of restricted stock units.
• These grants include time-vesting restricted stock units (TVRSUs), performance-vesting restricted stock units (PVRSUs), and outperformance-vesting restricted stock units (OPVRSUs).
• The TVRSUs, totaling 133,091 units, vest in three equal annual installments starting March 7, 2026.
• The PVRSUs, totaling 129,763 units, vest based on the company's total stockholder return (TSR) over a three-year period, both in absolute terms and relative to a peer group of 12 REITs; vesting can range from 0% to 160% of the target.
• The OPVRSUs, totaling 133,091 units, vest on March 6, 2028, based on the company's adjusted funds from operations per share for the fiscal year ending December 31, 2027, with vesting ranging from 0% to 100%.
• Following these transactions, Ms. Mahbod directly owns 133,091 restricted stock units and indirectly owns 380,869 shares of common stock through a family limited liability company.

Sentiment

Score: 7

Explanation: The document is neutral to positive. It describes standard executive compensation practices, aligning management with shareholder interests. The performance-based vesting criteria are a positive sign.

Positives

• The granting of restricted stock units aligns the CEO's interests with those of the shareholders, incentivizing performance and long-term value creation.
• The vesting criteria for the PVRSUs, based on TSR, encourage the CEO to focus on increasing shareholder value.
• The OPVRSUs, tied to adjusted funds from operations, further incentivize operational efficiency and profitability.

Risks

• The actual value of the restricted stock units will depend on the future performance of Veris Residential's stock price and its ability to meet the performance targets.
• Failure to meet the TSR or adjusted funds from operations targets could result in the CEO not fully realizing the value of the PVRSUs and OPVRSUs.

Future Outlook

The vesting of the restricted stock units is contingent upon future performance, specifically TSR and adjusted funds from operations per share.

Industry Context

Granting stock-based compensation to executives is a common practice in the real estate industry to align management's interests with those of shareholders and incentivize long-term value creation. The specific vesting criteria, such as TSR and AFFO, are tailored to the company's strategic goals and industry benchmarks.

Comparison to Industry Standards

• Comparing Veris Residential's executive compensation structure to peers like AvalonBay Communities (AVB) or Equity Residential (EQR) would provide context on the size and performance metrics used in their equity grants.
• Many REITs use a combination of time-based and performance-based vesting, with TSR being a common metric for performance-based grants.
• The peer group of 12 REITs used for relative TSR performance is a key factor in assessing the difficulty of achieving the vesting targets.

Stakeholder Impact

• Shareholders: The stock grants aim to align the CEO's interests with shareholder value creation.
• Employees: The performance-based metrics may indirectly impact employee performance and company culture.
• Management: The CEO is incentivized to achieve specific financial and operational targets.

Key Dates