Form 4: Veris Residential Director A. Akiva Katz Reports Acquisition of Phantom Stock Units

A. Akiva Katz, a Director and 10% Owner of Veris Residential, Inc., reported the acquisition of 1,886.522 phantom stock units on June 30, 2025, as part of director compensation.

Summary

• A. Akiva Katz, a Director and 10% Owner of Veris Residential, Inc. (VRE), reported changes in beneficial ownership.
• On June 30, 2025, Katz acquired 1,886.522 phantom stock units.
• These units were awarded as a quarterly director's fee and a quarterly dividend credited on cumulative phantom stock units under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• The phantom stock units convert to common stock on a one-for-one basis.
• Following this transaction, Katz beneficially owns a total of 23,127.63 phantom stock units.
• The phantom stock units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of Katz's service on the Board of Directors or upon a change in control of Veris Residential, Inc.
• The reported price of the derivative security (phantom stock units) was $14.89.

Sentiment

Score: 6

Explanation: Slightly positive due to the alignment of director and shareholder interests through equity compensation, indicating a stable corporate governance practice. No significant negative or highly positive news.

Positives

• The acquisition of phantom stock units aligns the interests of Director A. Akiva Katz with those of shareholders, as the units convert to common stock.
• This transaction represents a standard form of non-cash compensation for directors, indicating a structured and transparent compensation plan.

Negatives

• No specific negative aspects are indicated by this routine compensation filing.

Risks

• The value of the phantom stock units, and thus the future common stock received upon settlement, is subject to the market price fluctuations of Veris Residential, Inc. common stock.

Future Outlook

The phantom stock units are designed to be settled 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

The use of phantom stock units as a component of director compensation is a common practice in the real estate investment trust (REIT) industry and broader corporate landscape, aiming to align director incentives with long-term shareholder value.

Comparison to Industry Standards

• Stock-based compensation, including phantom stock units, is a widely adopted practice for director remuneration across various industries, including real estate.
• This approach is consistent with corporate governance best practices that seek to align the interests of board members with those of shareholders, similar to compensation structures seen in companies like Prologis (PLD) or Equity Residential (EQIX), where a significant portion of director pay is often equity-based.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by a director as compensation is a related party transaction, specifically compensation for services rendered under the company's deferred compensation plan.

Stakeholder Impact

• Shareholders benefit from the alignment of director interests with long-term company performance through equity-based compensation.

Next Steps

• The phantom stock units will be settled in common stock upon the termination of A. Akiva Katz's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Key Dates

Keywords

Veris Residential, VRE, A. Akiva Katz, Director, 10% Owner, SEC Form 4, beneficial ownership, phantom stock units, deferred compensation, director compensation, equity compensation