Veris Residential, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


Year	Mahbod Nia		MaryAnne Gilmartin		Michael DeMarco		Average Summary Compensation Table Total for Non-CEO NEOs ($)	Average Compensation Actually Paid to Non-CEO NEOs ($) (1)	Value of Initial Fixed $100 Investment Based on(2):				Net Income (in thousands) (4)		Core FFO Per Share(5)
	Summary Compensation Table CEO Total ($)	Compensation Actually Paid to CEO ($)	Summary Compensation Table CEO Total ($)	Compensation Actually Paid to CEO ($)	Summary Compensation Table CEO Total ($)	Compensation Actually Paid to CEO ($)			Total Shareholder Return		Peer Group Total Shareholder Return(3)
2023	7,064,210	5,437,231	n/a	n/a	n/a	n/a	1,694,141	1,627,225	$	70.96	$	88.50	$	(107,265)	$	0.53
2022	6,928,986	4,602,019	n/a	n/a	n/a	n/a	1,748,215	1,223,006	$	71.41	$	57.05	$	(52,066)	$	0.44
2021	10,969,103	16,792,259	1,806,184	1,045,480	n/a	n/a	2,837,945	1,896,724	$	82.40	$	92.09	$	(119,042)	$	0.68
2020	n/a	n/a	1,783,244	1,274,384	9,779,820	(12,920,289)	2,135,277	7,279	$	55.86	$	55.86	$	(51,387)	$	1.07

Peer Group Issuers, Footnote

The calculations of TSR assume an investment of $100 in each of VRE and the Peer Group REITs (as defined below) on December 31, 2020, and the reinvestment of dividends. The historical TSR information is not necessarily indicative of future performance. The data shown is based on the stock prices at the end of each year shown.As disclosed in the Compensation Discussion & Analysis section of our proxy statement each year, the Compensation Committee considers a competitive analysis of pay levels and program design practices used by a peer group of REITs each year (the “VRE Peer Group”). The VRE Peer Group for each of the years presented in the tables above and below were as follows:

2023 VRE Peer Group:

American Assets Trust, Inc.
Apartment Income REIT Corp.
Apartment Investment and Management Company
Armada Hoffler Properties, Inc.

Brandywine Realty Trust
Centerspace
Elme Communities (formerly Washington REIT)
Empire State Realty Trust

Independence Realty Trust, Inc.
JBG SMITH Properties
Paramount Group, Inc.
SL Green Realty Corp.

2022 VRE Peer Group:

American Assets Trust, Inc.
Apartment Income REIT Corp.
Apartment Investment and Management Company
Armada Hoffler Properties, Inc.

Brandywine Realty Trust
Centerspace
Elme Communities (formerly Washington REIT)
Empire State Realty Trust

Independence Realty Trust, Inc.
JBG SMITH Properties
Paramount Group, Inc.
SL Green Realty Corp.

2021 VRE Peer Group:

American Assets Trust, Inc.
Bluerock Residential Growth REIT, Inc.
Brandywine Realty Trust
Columbia Property Trust
Corporate Office Properties Trust, Inc.

Cousins Properties
Empire State Realty Trust
Essential Properties Realty Trust, Inc.
Highwoods Properties, Inc.
Independence Realty Trust, Inc.

iStar Inc.
JBG SMITH Properties
Paramount Group, Inc.
Piedmont Office Realty Trust
Preferred Apartment Communities, Inc.
Washington REIT

2020 VRE Peer Group:

Brandywine Realty Trust
Columbia Property Trust
Corporate Office Properties Trust, Inc.

Cousins Properties

Douglas Emmett, Inc.

Empire State Realty Trust
Equity Commonwealth
Highwoods Properties, Inc.
Hudson Pacific Properties

JBG SMITH Properties

Lexington Realty Trust
Paramount Group, Inc.
Piedmont Office Realty Trust
Washington REIT

Adjustment To PEO Compensation, Footnote

In accordance with SEC rules, CAP is computed by replacing the amounts in the “Stock Awards” column of the Summary Compensation Table from the “Summary Compensation Table CEO Total” and “Average Summary Compensation Table Total for Non-CEO NEOs” columns in this table with the amounts in the “Equity Award Adjustments” column in the tables below, which includes the following amounts: (i) the fair value of as of the last day of the applicable year of unvested equity awards that were granted during such year, (ii) as of the applicable vesting date, the fair value of equity awards granted in the applicable year that vested during such year, (iii) as of the last day of the applicable year, the change in fair value of unvested equity awards granted in prior years that remain unvested as of the last day of the applicable year compared to the last day of the previous year, (iv) as of the applicable vesting date, the change in fair value of equity awards that vested during the applicable year compared to the last day of the previous year and (v) the value of dividends paid in cash on unvested equity awards during the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average Cap for our Other NEOs was computed as follows:


Year	2023		2022		2021		2021		2020		2020
CEO	Mahbod Nia		Mahbod Nia		Mahbod Nia		MaryAnne Gilmartin		MaryAnne Gilmartin		Michael DeMarco
SCT Total Compensation	$	7,064,210	$	6,928,986	$	10,969,103	$	1,806,184	$	1,783,244	$	9,779,820
Less:
Stock and Option Award Values reported in SCT for the Covered Year	4,000,000		4,000,000		7,866,500		760,704		508,860		3,999,999
Plus:
Fair Value for Stock and Option Awards Granted in Covered Year	4,249,169		3,576,139		13,689,656		—		—		234,479
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)	(1,842,510)		(1,825,662)		—		—		—		(8,930,503)
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year	(33,638)		(77,444)		—		—		—		(814,431)
Less:					—		—		—		—
Fair Value of Stock and Option Awards Forfeited during the Covered Year	—		—		—		—		—		9,189,655
	$	5,437,231	$	4,602,019	$	16,792,259	$	1,045,480	$	1,274,384	$	(12,920,289)

Non-PEO NEO Average Total Compensation Amount

$ 1,694,141

$ 1,748,215

$ 2,837,945

$ 2,135,277

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,627,225

1,223,006

1,896,724

7,279

Adjustment to Non-PEO NEO Compensation Footnote


Year	2023		2022		2021		2020
Non-CEO NEO
SCT Total Compensation	$	1,694,141	$	1,748,215	$	2,837,945	$	2,135,277
Less:
Stock and Option Award Values reported in SCT for the Covered Year	687,500		705,833		1,035,000		800,000
Plus:
Fair Value for Stock and Option Awards Granted in Covered Year	730,328		504,003		744,742		374,404
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)	(108,209)		(20,368)		302,144		(1,460,302)
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year	(1,535)		(9,368)		267,930		(64,108)
Less:
Fair Value of Stock and Option Awards Forfeited during the Covered Year	—		293,643		1,221,037		177,992
	$	1,627,225	$	1,223,006	$	1,896,724	$	7,279

Compensation Actually Paid vs. Total Shareholder Return

The below graphs illustrate the relationship between the compensation actually paid to our chief executive officers and other named executive officers over the last four years and: (1) our cumulative total stockholder return on an absolute basis and relative to the cumulative total stockholder return of the VRE Peer Group each year; (2) our net income; and (3) our Core FFO per share:

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

The Compensation Committee considers the following to be the most important financial performance measures used to link compensation actually paid to company performance during the last fiscal year:


MEASURE						NATURE
Absolute TSR						Financial Metric
Relative TSR						Financial Metric
Core FFO						Financial Metric
Same Store NOI(1)						Financial Metric

Total Shareholder Return Amount

$ 70.96

71.41

82.40

55.86

Peer Group Total Shareholder Return Amount

88.50

57.05

92.09

55.86

Net Income (Loss)

$ (107,265,000)

$ (52,066,000)

$ (119,042,000)

$ (51,387,000)

Company Selected Measure Amount | $ / shares

0.53

0.44

0.68

1.07

Additional 402(v) Disclosure

Represents net income available to our common stockholders.Same Store NOI represents net operating income from all in-service properties owned by the Company, excluding properties sold, disposed of, held for sale, removed from service or for any reason considered not stabilized, or being redeveloped or repositioned.

Measure:: 1

Pay vs Performance Disclosure

Name

Absolute TSR

Non-GAAP Measure Description

(5) Represents core funds from operations (“Core FFO”) per share. FFO is defined as net income (loss) before noncontrolling interests in Operating Partnership, computed in accordance with U.S. GAAP, excluding gains or losses from depreciable rental property transactions (including both acquisitions and dispositions), and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. Core FFO is defined as FFO, as adjusted for certain items to facilitate comparative measurement of the Company’s performance over time.

Measure:: 2

Pay vs Performance Disclosure

Name

Relative TSR

Measure:: 3

Pay vs Performance Disclosure

Name

Core FFO

Measure:: 4

Pay vs Performance Disclosure

Name

Same Store NOI(1)