Form 4: Veris Residential EVP Anna Malhari Reports Stock Transactions Following Vesting of Restricted Stock Units

EVP and Chief Operating Officer of Veris Residential, Anna Malhari, reports the vesting and subsequent transactions involving performance and outperformance vesting restricted stock units.

Summary

• On June 10, 2024, Anna Malhari, EVP & Chief Operating Officer of Veris Residential, Inc., vested in 962 performance vesting restricted stock units (PVRSUs) and forfeited 4,274 PVRSUs that did not meet the performance criteria over a three-year period.
• Additionally, Ms. Malhari vested in 2,823 outperformance vesting restricted stock units (OPVRSUs) based on performance criteria achieved as of December 31, 2023.
• Following these transactions, Ms. Malhari directly owns 70,479 shares of Veris Residential common stock.
• A total of 1,710 shares were forfeited for net share settlement of taxes on shares issued upon vesting of time vesting restricted stock units, PVRSUs and OPVRSUs.

Sentiment

Score: 6

Explanation: Neutral sentiment as the document primarily reports routine stock transactions related to executive compensation. The forfeiture of some PVRSUs is a minor negative, while the vesting of OPVRSUs is a minor positive.

Positives

• The vesting of OPVRSUs indicates that the company achieved certain levels of adjusted funds from operations per share for the fiscal year ending December 31, 2023.

Negatives

• The forfeiture of 4,274 PVRSUs suggests that the company did not fully meet its total stockholder return (TSR) targets over the three-year performance period for those units.

Risks

• Future performance-based equity awards are subject to the risk that performance targets may not be achieved, leading to forfeiture of the awards.

Industry Context

This filing is a routine disclosure related to executive compensation and equity awards, common in publicly traded companies, especially REITs like Veris Residential.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among REITs to align executive incentives with shareholder value creation.
• Many REITs use metrics like TSR and AFFO per share as key performance indicators for vesting equity awards.
• The specific vesting terms and performance targets are tailored to Veris Residential's strategic goals and market conditions.

Stakeholder Impact

• The vesting of equity awards aligns management's interests with those of shareholders.
• The performance-based vesting criteria incentivize management to improve the company's financial performance and shareholder returns.

Key Dates