Akiva Katz
About A. Akiva Katz
Independent director of Veris Residential, Inc. since 2020; age 47; currently Chair of the Strategic Review Committee and member of the Compensation and Nominating, Environmental, Social and Governance (NESG) Committees. Co-Founder and Managing Partner of Bow Street LLC, with prior roles at Brahman Capital, Rho Capital Management, and Merrill Lynch’s Global M&A group. Education: B.A. in Economics and Philosophy (York University) and MBA (Harvard Business School). Tenure on VRE board: 2020–present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bow Street LLC | Co-Founder & Managing Partner | 2011–Present | Significant shareholder; bottom-up, fundamental investing across public/private markets |
| Brahman Capital | Managing Director | Prior to Bow Street | Value-oriented long/short investing |
| Rho Capital Management | Investment professional | Prior | Alternative investments |
| Merrill Lynch | Global Mergers & Acquisitions Group | Prior | Transaction experience in M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransAtlantis Funding LLC | Director | 2019–Present | Board member |
| Vivion Investments S.à r.l. | Director | 2022–Present | Board member |
Board Governance
- Independence: Board determined Katz is independent under NYSE standards; eight of nine nominees are independent .
- Attendance: Board met 7 times in 2024; no director attended fewer than 75% of board+committee meetings; all nine directors attended the 2024 annual meeting .
- Committee assignments and independence:
- Strategic Review Committee: Chair; met 4 times in 2024 .
- Compensation Committee: Member (all independent); met 4 times in 2024 .
- NESG Committee: Member (all independent); met 4 times in 2024 .
- Executive sessions: Non-management directors met seven times in executive session in 2024 .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Strategic Review Committee | Chair | 4 | Committee members independent, CEO also on SRC |
| Compensation Committee | Member | 4 | All members independent under NYSE/SEC rules |
| NESG Committee | Member | 4 | All members independent |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Effective June 12, 2024 |
| Committee member retainers | $7,500 (Comp), $7,500 (NESG) | Per committee; Audit is $10,000 (not applicable to Katz) |
| Committee chair retainer | $15,000 | For chairs; SRC shows meeting fees rather than chair retainer; board lists “Other Committee Chairs $15,000” |
| Strategic Review Committee meeting fee | $1,000 per meeting | Only SRC has meeting fees; met 4 times in 2024 |
| 2024 cash fees earned | $109,500 | Katz; of which $105,500 elected as deferred stock units |
| 2024 equity grant (directors) | $130,000 | Restricted common stock vesting in one year; 8,904 shares at $14.60 grant-date price on 6/26/2024 |
| Total 2024 director compensation | $239,500 | Fees + stock awards |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Value per Share | Vesting |
|---|---|---|---|---|
| Restricted Common Stock (Director grant) | 2024-06-26 | 8,904 | $14.60 | Vests 2025-06-11 |
Note: VRE director equity is service-vesting restricted stock; directors do not receive PSUs/options tied to TSR or operational metrics in the director program .
Other Directorships & Interlocks
- Significant shareholder interlock: Katz is Managing Partner of Bow Street LLC, which (with co-filers) beneficially owns ~5.6% of VRE; this represents a shareholder-aligned perspective but warrants conflict oversight .
- Compensation Committee interlocks: None; proxy discloses no interlocks/insider participation in 2024 .
| Entity | Relationship | Detail |
|---|---|---|
| Bow Street LLC | 13D Group; Katz Managing Partner | 5,195,930 shares beneficially owned (shared voting/dispositive power); Katz also has sole power over 34,322 shares; total for Katz 5,233,052 |
| Madison International Realty | Significant shareholder; director (Dickerman) is President | 6,107,661 shares (6.5%); related to separate director but relevant to board/shareholder dynamics |
Expertise & Qualifications
- Capital markets and activist/shareholder perspective from Bow Street; deep real estate investing and financial markets knowledge .
- Prior experience in value investing and M&A (Brahman, Rho, Merrill Lynch Global M&A) .
- Education: MBA (Harvard Business School); BA (York University) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | % Fully Diluted | Notes |
|---|---|---|---|---|
| A. Akiva Katz | 5,233,052 | 5.6% | 5.0% | Includes 5,195,930 via Bow Street and personal accounts; Katz has sole voting/dispositive power over 34,322 shares |
- Stock ownership guidelines (directors): Must hold 5× annual cash retainer ($325,000); retention of 100% net-after-tax shares until compliance; all directors in compliance/moving toward goal as of latest measurement .
- Anti-hedging/anti-pledging: Directors prohibited from margin, pledging, or hedging in company securities .
Governance Assessment
- Board effectiveness: Katz chairs the SRC overseeing strategic alternatives; active roles on Compensation and NESG suggest meaningful engagement in pay structures, ESG oversight, and strategy reviews .
- Independence and attendance: Confirmed independent; no attendance shortfalls; strong engagement (all directors attended 2024 annual meeting; frequent executive sessions) .
- Ownership alignment: Material beneficial ownership via Bow Street and personal holdings (~5.6% outstanding) aligns incentives with shareholders; compliance with director ownership guidelines enhances alignment .
- Pay structure for directors: Balanced cash retainer and one-year service-vesting equity ($130k); use of deferred stock units indicates longer-term alignment; no meeting fees except SRC, minimizing per-meeting bias .
- Potential conflicts and oversight:
- RED FLAG to monitor: Dual role as director and principal of a significant shareholder (Bow Street). However, board deems him independent; NESG-related party policy requires review and excludes directors from participating in approval of related-person transactions where they are interested .
- Additional shareholder-linked director: Dickerman (Madison International Realty) also represents a major holder; combined shareholder representation can be positive for accountability but requires robust committee independence (which VRE maintains) .
- Risk indicators: No disclosed legal proceedings or SEC actions involving directors; anti-hedging/anti-pledging policy in place; strong say-on-pay support (96.1%) indicates investor confidence in compensation governance (executive program) .
- Overall signal: High engagement, clear committee roles, and significant personal/affiliated ownership support governance alignment; related-party safeguards and independent committee structures mitigate conflict risk .