Form 4: Veris Residential Director Boosts Stake via Compensation

Veris Residential Director Victor B. MacFarlane increased his beneficial ownership through the acquisition of phantom stock units as part of his compensation plan.

Summary

• Director Victor B. MacFarlane acquired 1,648.248 phantom stock units of Veris Residential, Inc. (VRE) on September 30, 2025.
• The acquisition was made pursuant to a Rule 10b5-1 plan, indicating a pre-arranged transaction.
• These phantom stock 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, Mr. MacFarlane beneficially owns a total of 24,231.504 phantom stock units.
• The phantom stock units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of Mr. MacFarlane's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates continued alignment of director interests with shareholders through routine compensation, but does not suggest a significant change in company fundamentals or outlook.

Positives

• Increased insider ownership by a director, which can signal confidence in the company's future prospects.
• The transaction aligns the director's financial interests more closely with those of the shareholders.

Future Outlook

The phantom stock units are scheduled 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 phantom stock units were accrued under the Veris Residential, Inc. Deferred Compensation Plan for Directors.

Industry Context

This transaction represents a routine compensation event for a director, a common practice in publicly traded companies across various industries, including real estate. Such plans are designed to attract and retain qualified board members and align their long-term interests with shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as a component of director compensation is a standard practice across many publicly traded companies, including those in the real estate sector, to defer income and align long-term interests.
• Deferred compensation plans for directors, such as the Veris Residential, Inc. Deferred Compensation Plan for Directors, are common mechanisms for non-employee directors to receive equity-based compensation.
• While specific comparable companies are not detailed in this filing, similar deferred compensation plans are prevalent among REITs and other corporations, reflecting a broad industry standard for executive and director remuneration.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Victor B. MacFarlane as part of his compensation plan constitutes a related party transaction, which is standard practice for director remuneration.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a director through compensation aligns the director's interests with shareholder value, potentially fostering better long-term decision-making.
• Employees: No direct impact mentioned.

Next Steps

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

Key Dates

Recommendation

This Form 4 reports a routine, pre-scheduled acquisition of phantom stock units by a director as part of their compensation plan. While it increases insider ownership, it does not represent a discretionary open-market purchase or sale that would signal a change in the director's view of the company's immediate prospects. Therefore, it does not warrant a change in investment recommendation, maintaining a 'hold' position based on existing fundamentals.

Keywords

Veris Residential, VRE, Insider Transaction, Director Compensation, Phantom Stock Units, SEC Form 4, Corporate Governance, Rule 10b5-1