Form 4: Veris Residential Director MacFarlane Reports Acquisition of Phantom Stock Units

Director Victor B. MacFarlane reports acquisition of phantom stock units in Veris Residential, Inc. under the company's Deferred Compensation Plan for Directors.

Summary

• On December 31, 2024, Victor B. MacFarlane, a director of Veris Residential, Inc., acquired 1,484.543 phantom stock units.
• These units were awarded as part of the Veris Residential, Inc. Deferred Compensation Plan for Directors, covering a quarterly director's fee and dividend credit.
• The phantom stock units convert to common stock on a one-for-one basis and will be settled in Veris Residential, Inc. common stock upon termination of service on the Board or a change in control of the company.
• Following the transaction, MacFarlane directly owns 19,444.39 shares of Veris Residential, Inc. common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The filing reflects standard director compensation practices and aligns director interests with shareholders. There are no indications of negative events or concerns.

Positives

• The acquisition of phantom stock units aligns the director's interests with the long-term performance of the company.
• The Deferred Compensation Plan for Directors incentivizes continued service and commitment to Veris Residential, Inc.

Future Outlook

The phantom stock units will 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

Director compensation through equity-based awards is a common practice in the real estate industry to align management's interests with shareholders. Deferred compensation plans are also frequently used to retain key personnel.

Comparison to Industry Standards

• Equity compensation for directors is a standard practice across publicly traded REITs like Veris Residential.
• Companies such as Equity Residential (EQR) and AvalonBay Communities (AVB) also utilize stock options and restricted stock units as part of their director compensation packages.
• The specific amount and structure of the compensation vary based on company size, performance, and industry benchmarks.

Stakeholder Impact

• Shareholders: The transaction aligns director interests with shareholder value.
• Employees: The deferred compensation plan can contribute to stability in the board of directors.
• The transaction has no immediate impact on customers, suppliers, or creditors.

Key Dates