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

Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential, Inc., reports the grant of time vesting, performance vesting, and outperformance vesting restricted stock units.

Summary

• On March 7, 2025, Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential, Inc., was granted time vesting restricted stock units (TVRSUs) representing a contingent right to receive 21,174 shares of common stock.
• These TVRSUs vest in three equal annual installments beginning March 7, 2026.
• Fielder also received performance vesting restricted stock units (PVRSUs) representing a contingent right to receive 20,644 shares of common stock.
• 50% of the PVRSUs may vest based on the company's absolute total stockholder return (TSR) over a three-year period, while the other 50% may vest based on the company's TSR relative to a select group of 12 peer REITs over the same period.
• PVRSUs may vest between 0% and 160% of the target performance level.
• Additionally, Fielder was granted outperformance vesting restricted stock units (OPVRSUs) representing a contingent right to receive 21,174 shares of common stock.
• The OPVRSUs may vest on March 6, 2028, from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the company's fiscal year ending December 31, 2027.
• Following these transactions, Fielder directly owns 100,192 shares of restricted stock units.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing regarding executive compensation. The sentiment is neutral to slightly positive as it reflects alignment of management interests with shareholders through equity-based incentives.

Positives

• The grant of restricted stock units aligns the executive's interests with those of the shareholders, incentivizing performance and long-term value creation.
• The vesting schedules for the TVRSUs, PVRSUs, and OPVRSUs encourage continued service and achievement of specific performance goals.
• The performance-based vesting criteria (TSR and adjusted funds from operations) are tied to key metrics that drive shareholder value.

Risks

• The actual value of the restricted stock units will depend on the future performance of Veris Residential, Inc.'s stock price and financial results.
• The performance-based vesting criteria may not be met, resulting in the forfeiture of some or all of the PVRSUs and OPVRSUs.
• Changes in market conditions or the competitive landscape could impact the company's ability to achieve the targeted TSR and adjusted funds from operations.

Future Outlook

The vesting of the restricted stock units is contingent upon continued service and the achievement of specific performance goals related to total stockholder return and adjusted funds from operations.

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

• Stock-based compensation is a standard practice among publicly traded REITs, including peers like Equity Residential (EQR), AvalonBay Communities (AVB), and Public Storage (PSA).
• The vesting schedules and performance metrics used by Veris Residential are generally consistent with industry norms, with a focus on aligning executive compensation with long-term shareholder value creation.
• Peer companies often use similar metrics such as TSR and FFO to determine vesting of performance-based equity awards.

Stakeholder Impact

• Shareholders: The grants align executive compensation with shareholder value creation through performance-based vesting.
• Employees: The grants may serve as a positive signal regarding the company's commitment to its executives.
• Executives: The grants provide an incentive for executives to drive long-term value creation for the company.

Key Dates