Form 4: Veris Residential Director Boosts Equity Holdings

Veris Residential Director Frederic Cumenal acquired additional phantom stock units as part of his compensation plan, increasing his beneficial ownership.

Summary

• Frederic Cumenal, a Director of Veris Residential, Inc. (VRE), acquired 1,838.818 phantom stock units.
• The transaction occurred on December 31, 2025, with the phantom stock units valued at $14.88 each.
• These units were awarded as a quarterly director's fee and a quarterly dividend credit 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, Frederic Cumenal beneficially owns a total of 37,533.31 derivative securities (phantom stock units).
• The units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of Cumenal's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates a director's continued participation in the company's long-term incentive plan, aligning their interests with shareholders. It's a routine compensation event rather than a discretionary open market purchase, hence not extremely positive, but still a good sign of commitment.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of shareholders, as the value of these units is tied to the company's common stock performance.
• The transaction is part of a structured deferred compensation plan, indicating a standard and transparent approach to director remuneration.

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.

Management Comments

• The acquisition of phantom stock units by Director Frederic Cumenal reflects his participation in the company's Deferred Compensation Plan for Directors, aligning his long-term incentives with shareholder value.

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 corporate sectors, aiming to align the interests of directors with long-term shareholder value without immediate equity dilution.

Comparison to Industry Standards

• The structure of director compensation, including quarterly fees and dividend credits in the form of phantom stock units, is consistent with common practices observed in publicly traded REITs and other companies for non-employee directors.
• This approach is similar to compensation plans at comparable REITs such as Equity Residential (EQIX) or AvalonBay Communities (AVB), which often include a mix of cash and equity-based awards to incentivize long-term performance and retention.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Frederic Cumenal as part of his compensation plan constitutes a related party transaction, as it involves a director and the company.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with shareholder value through equity-based compensation.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

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

Key Dates

Keywords

Veris Residential, VRE, Form 4, Insider Transaction, Director Compensation, Phantom Stock Units, Equity Holdings, Corporate Governance