Veris Residential, Inc. · NYSE:VRE

Veris Residential — Mack-Cali Realty — Proxy Contest (April 2016)

6 slides from Veris Residential's proxy contest presentation, Apr 29, 2016

  1. Slide 1: Business Overview: Senior Management Transitions and 20/15 Strategic Plan

    Business Overview Hired a new Chief Executive Officer, Mitchell E. Rudin, and a new President and Chief Operating Officer, Michael J. DeMarco Designated Ricardo Cardoso, Executive Vice President and Chief Investment Officer, and Christopher DeLorenzo, Executive Vice President, Leasing, as executive

  2. Slide 2: Strong Operational 2015 Performance

    Strong Operational 2015 Performance 3 Reorganization of the Management team. Including the hiring of the new Chief Executive Officer and new President and Chief Operating Officer, the appointment of a Chief Investment Officer and the designation of the Chairman of Roseland as an executive officer of

  3. Slide 3: 2015 Stockholder Engagement

    2015 Stockholder Engagement 4 In response to the 2015 say-on-pay vote, the Compensation Committee made significant changes to our Executive Compensation Program for 2015 and 2016 Stockholder Focus Mack-Cali Response Alignment with Peers and “Best Practices” New CEO and COO Employment Agreements 2015

  4. Slide 4: 2016 Executive Compensation Program

    2016 Executive Compensation Program KEY FEATURES 2016 COMPENSATION OVERVIEW Pay Mix CEO & COO: $750,000 Reflect approximately 21.4% of the CEO and COO’s targeted compensation and are based on the implementation of the 20/15 Strategic Plan and company TSR performance since their hire Fixed (21%)(1) F

  5. Slide 5: Executive Compensation Governance Highlights

    Executive Compensation Governance Highlights 6 What We Do What We Do Not Do Executive compensation program designed to align pay with performance Conduct an annual say-on-pay vote Stock ownership guidelines for the CEO and COO Formulaic cash bonuses (as of 2016), with capped payouts At-risk performa

  6. Slide 6: Executive Compensation Governance Highlights

    Executive Compensation Governance Highlights What We Do ¥ Executive compensation program designed to align pay with Performance ¥ Conduct an annual say-on-pay vote ¥ Stock ownership guidelines for the CEO and COO ¥ Formulaic cash bonuses (as of 2016), with capped payouts ¥ Atrisk performance equity

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