Form 4: Veris Residential Grants Executive Equity Awards

Veris Residential, Inc. granted EVP, General Counsel & Secretary Taryn D. Fielder various restricted stock units tied to time, performance, and outperformance metrics.

Summary

• Taryn D. Fielder, EVP, General Counsel & Secretary of Veris Residential, Inc. (VRE), was granted 23,585 time vesting restricted stock units (TVRSUs) on February 19, 2026.
• The TVRSUs will vest in three equal annual installments, commencing on February 19, 2027.
• An additional 23,584 performance vesting restricted stock units (PVRSUs) were granted on February 19, 2026.
• Fifty percent of the PVRSUs may vest based on the Company's absolute total stockholder return (TSR) over a three-year period, and the remaining fifty percent may vest based on the Company's TSR relative to a select group of eleven peer REITs over the same period.
• PVRSUs have a vesting range of 0% to 160% of the target performance level.
• A further 23,585 outperformance vesting restricted stock units (OPVRSUs) were granted on February 19, 2026.
• The OPVRSUs may vest on February 18, 2029, from 0% to 100%, contingent on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2028.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, as the equity grants are structured to align executive incentives with long-term shareholder value through a combination of time-based and performance-based metrics, which is a sound corporate governance practice.

Positives

• The grants align executive compensation with long-term shareholder value creation through time-based, absolute performance-based, and relative performance-based vesting conditions.
• Performance metrics like Total Stockholder Return (TSR) and Adjusted Funds From Operations (AFFO) per share directly link executive incentives to key financial and market performance indicators.

Risks

• The actual number of shares received from PVRSUs and OPVRSUs is contingent on future company performance against specified metrics, meaning the executive may receive fewer shares or no shares if targets are not met.
• The value of the vested shares is subject to the future market price of Veris Residential, Inc. common stock.

Future Outlook

The grants indicate a forward-looking compensation strategy focused on achieving specific performance targets related to total stockholder return (both absolute and relative to peers) and adjusted funds from operations per share over multi-year periods, extending through at least fiscal year 2028.

Industry Context

StockSavvy.ai notes that the use of a mix of time-based, absolute performance-based, and relative performance-based restricted stock units is a common and well-regarded practice in executive compensation across the REIT sector. This structure aims to align executive incentives with long-term shareholder value creation and competitive industry performance.

Comparison to Industry Standards

• The inclusion of both absolute and relative Total Stockholder Return (TSR) metrics for performance-based awards is a robust practice, often seen in leading REITs like Prologis (PLD) and Equity Residential (EQR), ensuring performance is measured against both internal goals and external market conditions.
• The use of Adjusted Funds From Operations (AFFO) per share as an outperformance metric is highly relevant for REITs, as AFFO is a key measure of a REIT's operating performance and dividend-paying capacity, comparable to metrics used by peers such as Simon Property Group (SPG) and Public Storage (PSA).
• The three-year vesting period for performance awards is standard within the industry, promoting long-term strategic thinking and discouraging short-term decision-making.

Stakeholder Impact

• Shareholders: The performance-based nature of the grants aims to align the executive's interests directly with shareholder returns and operational efficiency, potentially leading to improved long-term value.
• Employees: While not directly impacting all employees, executive compensation structures can influence overall company culture and performance expectations.

Next Steps

• The TVRSUs will begin vesting in three equal annual installments starting February 19, 2027.
• The PVRSUs will vest over a three-year period based on the attainment of absolute and relative TSR metrics.
• The OPVRSUs may vest on February 18, 2029, based on the Company's adjusted funds from operations per share for the fiscal year ending December 31, 2028.

Key Dates

Keywords

Veris Residential, VRE, Restricted Stock Units, Executive Compensation, Equity Grant, Performance Vesting, Total Stockholder Return, Adjusted Funds From Operations, Corporate Governance, Insider Transaction