Form 4: Veris Residential Director Acquires Phantom Stock Units

Veris Residential Director Christopher J. Papa acquired 1,069.315 phantom stock units as part of his compensation plan, aligning his interests with shareholders.

Summary

• Christopher J. Papa, a Director of Veris Residential, Inc. (VRE), acquired 1,069.315 phantom stock units.
• The transaction occurred on September 30, 2025.
• These phantom stock units were awarded as a quarterly director's fee and a quarterly dividend credited on cumulative phantom stock units.
• The units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• Each phantom stock unit converts to one share of common stock.
• The units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of Mr. Papa's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects routine director compensation that aligns the director's interests with shareholders, without indicating any adverse events or significant strategic shifts.

Positives

• The acquisition of phantom stock units by a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This transaction represents a routine component of director compensation, indicating a structured approach to rewarding board service.

Future Outlook

The acquired phantom stock units are scheduled to convert into Veris Residential, Inc. common stock upon the reporting person's termination of service on the Board of Directors or upon a change in control of the company.

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) and broader public company sectors. It serves to align the interests of non-employee directors with long-term shareholder value.

Comparison to Industry Standards

• The structure of this compensation, involving phantom stock units that convert to common stock upon specific future events (e.g., termination of service, change in control), is a standard mechanism for deferred equity compensation for directors across various industries, including REITs.
• Many publicly traded companies, similar to Veris Residential, Inc., utilize such plans to incentivize long-term commitment and performance from their board members, aligning their financial interests with the company's stock performance.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Christopher J. Papa constitutes a related party transaction, as it involves compensation provided by the issuer to a member of its board of directors under an established deferred compensation plan.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with shareholder value through equity-based compensation.
• Director (Christopher J. Papa): Receives compensation for board service in the form of equity, deferred until specific future events.

Next Steps

• The phantom stock units will be held by Christopher J. Papa until his termination of service on the Board of Directors or a change in control of Veris Residential, Inc.
• Upon one of these triggering events, the units will settle into Veris Residential, Inc. common stock on a one-for-one basis.

Key Dates

Keywords

Veris Residential, VRE, Christopher J. Papa, Director, Phantom Stock Units, Insider Transaction, SEC Form 4, Compensation, Equity Award, Deferred Compensation