Howard Stern
About Howard S. Stern
Howard S. Stern (age 63) is an independent director of Veris Residential, Inc. (VRE), serving since 2020; he chairs the Audit Committee and is a member of the Compensation Committee . Stern is Founder and Principal of Stern & Associates, LLC and Co‑Founder of DSHS Student Housing Investment Group, with 35+ years in real estate operations, investment, and REIT leadership; he holds a BA in Political Economy (UC Berkeley) and an MBA (USC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Pacific Properties, Inc. (NYSE: HPP) | President and Director | 2010–2014 | Led IPO and rebranding into Hudson Pacific in 2010 |
| Arden Realty, Inc. | Chief Investment Officer | 2000–2006 | Company sold to GE Capital in 2006 |
| Archon Group (Goldman Sachs subsidiary) | Vice President | Prior to 2000 | Investment/asset management responsibilities |
| First Federal Republic Bank | Vice President & Manager | Prior to 2000 | Bank management roles |
| Unity Savings; Gibraltar Savings | Senior Asset Manager; Asset Manager | Prior to 2000 | Asset management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stern & Associates, LLC | Founder & Principal | Established 2014; current | Full‑service real estate advisory/consulting |
| DSHS Student Housing Investment Group | Principal & Co‑Founder | Current | Focus on student housing investments |
| Broe Real Estate Group | Real Estate Chair | Current | Family office with >2,000 multifamily units in Denver |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Board determined Stern is independent under NYSE standards; eight of nine nominees independent (all except CEO) .
- Attendance and engagement: Board met 7 times in 2024; no director attended fewer than 75% of Board+committee meetings; all nine directors attended the 2024 Annual Meeting; non‑management directors held 7 executive sessions .
- Audit oversight: Audit Committee met 4 times in 2024; all members (including Stern) qualify as “Audit Committee Financial Experts” under SEC rules and oversee financial reporting, controls, and auditor independence; Stern signed the Audit Committee Report .
- Cybersecurity governance: Audit Committee oversees cybersecurity risk management with quarterly reporting from the COO/CISO to the Board .
Fixed Compensation (Director Pay – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Standard non‑employee director retainer |
| Audit Committee Member Retainer | $10,000 | Member retainer |
| Compensation Committee Member Retainer | $7,500 | Member retainer |
| Audit Committee Chair Retainer | $25,000 | Chair premium |
| Meeting Fees | $0 | Only SRC has $1,000/meeting; Stern not on SRC |
| Total Cash Fees (Stern) | $117,500 | Matches reported cash fees |
Year-over-year program changes: equity grant increased from $115,000 (2023) to $130,000 (2024); cash elements unchanged; SRC meeting fee maintained at $1,000/meeting .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Common Stock | June 26, 2024 | 8,904 | $130,000 ($14.60/sh) | Vests June 11, 2025 |
Directors do not receive performance‑based PSU/option awards; equity is annual time‑vested stock. Stock ownership guidelines require 5× cash retainer ($325,000) in ownership; directors must retain 100% of net‑after‑tax shares until compliant. As of the latest measurement, each director is in compliance and progressing toward the guideline; pledging/hedging are prohibited for directors .
Company performance metrics (context for Stern’s Compensation Committee oversight):
| Metric | Weight | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|---|
| Residential Same Store NOI Growth | 15% | 4.5% | 5.5% | 7.0% | 6.9% | Between Target and Max |
| Core FFO per Share | 15% | $0.52 | $0.54 | $0.58 | $0.60 | Maximum |
| Asset Sales | 10% | $65M | $85M | $115M | $82.3M | Between Threshold and Target |
| Debt Repayment | 10% | $50M | $100M | $150M | $181.7M | Maximum |
| ESG & Cybersecurity Goals | 5% | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 | Maximum |
| Company Goals (12 tasks) | 15% | 7 | 9 | 11 | 11 | Maximum |
| Individual Performance (Discretion) | 30% | 1 | 3 | 5 | NEO‑specific discretionary scores | Per footnote |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Veris Residential, Inc. | Director | 2020–Present | Independent; Audit Chair; Comp member |
| Hudson Pacific Properties, Inc. | President and Director | 2010–2014 | Prior public REIT role; no current interlock disclosed |
| — | — | — | No related-party transactions involving Stern disclosed; policy bars directors from participating in approvals where they are related persons . |
Expertise & Qualifications
- REIT C‑suite leadership (President/Director at HPP) and CIO experience; deep real estate investment and operations background .
- Audit Committee Financial Expert; extensive oversight of financial reporting, controls, and auditor independence .
- Founder/operator perspective from Stern & Associates and student housing investments; chair role at Broe Real Estate Group .
- Education: BA (UC Berkeley); MBA (USC) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Date |
|---|---|---|---|
| Howard S. Stern | 34,322 | <1% | As of April 17, 2025 |
Policies enhancing alignment:
- Director stock ownership guideline: 5× cash retainer ($325,000) with 100% net‑after‑tax share retention until compliant; Board states all directors are in compliance and moving toward the goal .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, margin, pledging of Company securities .
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC‑defined Financial Expert; strong attendance and engagement record; equity‑heavy director pay with increased grant size in 2024; robust ownership/anti‑pledging policies; formal related‑party review policy and director recusal requirements .
- Potential conflicts: None disclosed involving Stern; no adverse/legal proceedings noted for directors in the last ten years .
- Shareholder signaling: 2024 say‑on‑pay approved by ~96.1%, supporting compensation governance under the Compensation Committee where Stern serves .
- RED FLAGS: No hedging/pledging; no meeting fees beyond SRC (Stern not a member); no related‑party transactions disclosed for Stern; no tax gross‑ups or option repricing in director pay .