Form 4: Veris Residential EVP Taryn D. Fielder Receives Stock Unit Grants

Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential, Inc., was granted time vesting, performance vesting, and outperformance vesting restricted stock units on March 12, 2024.

Summary

• On March 12, 2024, Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential, Inc., received grants of restricted stock units.
• These grants include time vesting restricted stock units (TVRSUs), performance vesting restricted stock units (PVRSUs), and outperformance vesting restricted stock units (OPVRSUs).
• The TVRSUs, numbering 23,617, vest in three equal annual installments starting March 12, 2025.
• The PVRSUs, numbering 25,524, may vest over a three-year period based on the company's total stockholder return (TSR) relative to both absolute TSR metrics and the TSR of a peer group of 19 REITs; vesting can range from 0% to 160% of the target performance level.
• The OPVRSUs, numbering 23,617, may vest on March 12, 2027, from 0% to 100% based on the company's adjusted funds from operations per share for the fiscal year ending December 31, 2026.
• Following these transactions, Ms. Fielder directly owns 23,617 OPVRSUs.

Sentiment

Score: 6

Explanation: The document is a standard SEC filing related to executive compensation. It doesn't contain overtly positive or negative information, but the granting of stock units is generally viewed as a positive incentive for management.

Positives

• The grants of restricted stock units align Ms. Fielder's interests with those of the shareholders, incentivizing her to improve company performance.
• The vesting schedules for the PVRSUs and OPVRSUs are tied to specific performance metrics, which could drive value creation for the company.

Risks

• The actual value of the restricted stock units will depend on the future performance of Veris Residential's stock price and its ability to meet the performance targets associated with the PVRSUs and OPVRSUs.
• If the company fails to meet the TSR or adjusted funds from operations targets, the PVRSUs and OPVRSUs may not vest, or may vest at a lower percentage.

Future Outlook

The vesting of the restricted stock units is contingent upon the company's future performance, specifically its total stockholder return (TSR) and adjusted funds from operations (AFFO) per share.

Industry Context

The granting of stock-based compensation is a common practice in the real estate investment trust (REIT) industry to align executive incentives with shareholder value creation. The specific terms of the grants, such as the vesting schedules and performance metrics, are tailored to the company's specific goals and circumstances.

Comparison to Industry Standards

• Comparing Veris Residential's executive compensation structure to peers like AvalonBay Communities (AVB) or Equity Residential (EQR) would provide context on whether the mix of time-based and performance-based vesting is typical.
• Reviewing the peer group of 19 REITs used for the relative TSR performance metric would be important to assess the difficulty of achieving the performance targets.
• Analyzing the target levels for adjusted funds from operations (AFFO) per share against historical performance and analyst expectations would provide insight into the likelihood of the OPVRSUs vesting.

Stakeholder Impact

• Shareholders: The grants align executive compensation with company performance, potentially increasing shareholder value.
• Employees: The grants may motivate employees through the example set by executive compensation.

Key Dates