Form 4: Veris Residential Director Nori Gerardo Lietz Boosts Equity Stake Through Phantom Stock Unit Award

Veris Residential, Inc. Director Nori Gerardo Lietz acquired 1,821.246 phantom stock units as part of her director's compensation and dividend credits, increasing her total beneficial ownership to 34,476.123 units.

Summary

• Nori Gerardo Lietz, a Director of Veris Residential, Inc. (VRE), acquired 1,821.246 phantom stock units on June 30, 2025.
• These units were awarded as part of her quarterly director's fee and quarterly dividend credits under the Veris Residential, Inc. Deferred Compensation Plan for Directors.
• Each phantom stock unit converts to one share of Veris Residential, Inc. common stock.
• The phantom stock units were valued at $14.89 per unit for the purpose of this transaction.
• Following this acquisition, Nori Gerardo Lietz beneficially owns a total of 34,476.123 phantom stock units.
• These units are to be settled 100% in Veris Residential, Inc. common stock upon the termination of her service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event where a director increases their stake through compensation, aligning interests. No negative information is present.

Positives

• Director Nori Gerardo Lietz increased her beneficial ownership in Veris Residential, Inc., further aligning her interests with shareholders.
• The acquisition of phantom stock units is part of a structured deferred compensation plan for directors, indicating a standard and transparent compensation practice.

Future Outlook

The phantom stock units are structured to convert to 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., indicating a long-term incentive structure.

Industry Context

This transaction reflects a common practice in corporate governance where directors receive equity-based compensation, such as phantom stock units, to align their interests with long-term shareholder value. Such compensation plans are prevalent across various industries, particularly in real estate investment trusts (REITs) like Veris Residential, Inc., to incentivize board members.

Comparison to Industry Standards

• The use of phantom stock units as part of director compensation is a standard practice in the U.S. corporate landscape, particularly among publicly traded companies and REITs.
• This method aligns director incentives with shareholder returns without immediate dilution, as the units are settled upon specific future events.
• Comparable companies in the REIT sector, such as Equity Residential (EQIX) or AvalonBay Communities (AVB), often employ similar long-term incentive plans for their non-employee directors, though specific structures and values may vary based on company size, performance, and compensation philosophy.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value due to increased equity ownership.

Next Steps

• The phantom stock units will convert to common stock upon the termination of Nori Gerardo Lietz's service on the Board of Directors or upon a change in control of Veris Residential, Inc.

Key Dates

Recommendation

Keywords

Veris Residential, VRE, SEC Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Beneficial Ownership, Equity Compensation, Deferred Compensation Plan