Form 4: Veris Residential Director Victor MacFarlane Increases Stake Through Phantom Stock Unit Grant

Veris Residential, Inc. Director Victor B. MacFarlane acquired 1,673.742 phantom stock units as part of his quarterly director's compensation and dividend credits, increasing his total beneficial ownership to 22,583.256 units.

Summary

• Victor B. MacFarlane, a Director of Veris Residential, Inc. (VRE), acquired 1,673.742 phantom stock units on June 30, 2025.
• These units were granted as part of his 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 on a one-for-one basis.
• The phantom stock units were valued at $14.89 per unit at the time of the transaction.
• Following this acquisition, Mr. MacFarlane beneficially owns a total of 22,583.256 phantom stock units.
• These units are accrued under the Deferred Compensation Plan for Directors and are to be settled 100% in Veris Residential, Inc. common stock upon the termination of his service on the Board or upon a change in control of Veris Residential, Inc.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive alignment of director interests with shareholders through equity compensation, which is generally viewed favorably. No negative or unexpected elements are present.

Positives

• Increases insider ownership, aligning the director's financial interests more closely with those of shareholders.
• Represents routine compensation for board service, indicating stability in corporate governance practices.

Risks

• The value of the phantom stock units is directly tied to the future performance of Veris Residential, Inc.'s common stock, exposing the director to market fluctuations.
• Settlement of the units is deferred until termination of service or a change in control, meaning the director cannot immediately liquidate these holdings, which ties their compensation to long-term company performance.

Future Outlook

The phantom stock units are designed 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 alignment of interests.

Industry Context

This transaction represents a routine compensation grant to a director, which is a common practice across publicly traded companies, particularly in the real estate investment trust (REIT) sector, to align executive and board interests with shareholder value through equity-based incentives.

Comparison to Industry Standards

• The use of phantom stock units as a component of director compensation is a standard practice in corporate governance, particularly within the REIT sector, as it provides equity exposure without immediate share issuance, often deferring taxation for the recipient.
• While specific compensation amounts vary by company size and performance, the mechanism aligns with common industry benchmarks for non-employee director remuneration, promoting long-term alignment with shareholder interests.

Related Party Transactions

• The acquisition of phantom stock units by Director Victor B. MacFarlane under the Veris Residential, Inc. Deferred Compensation Plan for Directors is a related party transaction, as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: Increased alignment of a director's financial interests with shareholder value due to equity-based compensation.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The phantom stock units will convert to common stock upon the termination of Victor B. MacFarlane's service on the Board of Directors of Veris Residential, Inc.
• The phantom stock units will also convert to common stock 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, Equity Grant, Deferred Compensation, Victor B. MacFarlane, Stock Ownership