Mahbod Nia
About Mahbod Nia
Mahbod Nia, age 49, has been Chief Executive Officer of Veris Residential since March 2021 and a director since 2020; he holds a First Class Honours degree in Economics for Business from University of Westminster and a Master’s in Economics and Finance from University of Warwick . He previously led NorthStar Realty Europe, executing a strategic transformation and sale that realized a 16% IRR and over 40% per-share NAV growth, and built NSAM’s European platform to $2.6B AUM across nine countries and five asset classes . Under his leadership at Veris Residential, Core FFO per share grew to $0.60 in 2024 (+13% YoY), Same Store NOI grew 6.9%, debt repayment reached $181.7M, and asset sales totaled $82.3M, while 2023 recorded 17.6% Same Store NOI and -0.6% TSR versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NorthStar Realty Europe (NYSE:NRE) | Chief Executive Officer | 2015–2019 | Strategic transformation and sale delivering 16% IRR; oversaw >40% per-share NAV growth . |
| NorthStar Asset Management Group (NSAM) | Managing Director, Head of European Investments | 2014–2017 | Established European platform, grew to $2.6B AUM across nine countries and five asset classes . |
| Colony Capital (formerly Colony NorthStar) | Managing Director; member of European Steering Committee | 2017–2019 | Senior leadership on European strategy and investments . |
| PanCap Investment Partners | Real estate investment/advisory | Prior to 2014 | Investment roles in European real estate . |
| Goldman Sachs | Senior Executive Director | 2007–2009 | Senior investment banking leadership . |
| Citigroup (formerly Salomon Brothers) | Various roles | Pre-2007 | Capital markets and investment experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Veris Residential, Inc. | Director | 2020–Present | Member, Strategic Review Committee . |
| NorthStar Realty Europe | Director | 2018–2019 | Board and investment committee member . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) of Salary | Maximum Bonus (%) of Salary | Actual Non-Equity Incentive Paid ($) |
|---|---|---|---|---|
| 2024 | 800,000 | 150% | 300% | 2,169,750 |
| 2023 | 800,000 | 150% | 300% | 2,238,000 |
| 2022 | 800,000 | 150% | 300% | 2,078,986 |
Performance Compensation
2024 Annual Cash Incentive Plan – Corporate Metrics and Outcomes
| 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 (gross) | 10% | $65M | $85M | $115M | $82.3M | Between Threshold and Target |
| Debt Repayment | 10% | $50M | $100M | $150M | $181.7M | Maximum |
| ESG & Cybersecurity (3 objectives) | 5% | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 | Maximum |
| Company Goals (12 tasks) | 15% | 7 of 12 | 9 of 12 | 11 of 12 | 11 of 12 | Maximum |
| Individual Performance | 30% | 1 | 3 | 5 | CEO scored 4.5 | Above Target |
Long-Term Incentives (2024 grants)
- RSUs: 50% of target; vest ratably over 3 years; include Operational Outperformance Modifier tied to 2025 AFFO per share ($0.90 threshold, $1.00 equals 200% of target; linear in between) .
- PSUs: 50% of target; 3-year performance (Mar 12, 2024–Mar 11, 2027) on absolute TSR (10/20/30% for 40/100/160% payout) and relative TSR vs 19-REIT peer set (35th/55th/≥75th percentile for 40/100/160%) .
- Prior cycle results: 2022 PSUs absolute TSR below threshold (0%); relative TSR 77.3rd percentile (160% payout); 2022 RSU outperformance modifier vested at 200% on AFFO .
Equity Ownership & Alignment
Beneficial Ownership (as of April 17, 2025)
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 2,612,873 |
| % of shares outstanding | 2.8% |
| % fully diluted (incl. OP units) | 2.5% |
| Composition notes | Includes 432,956 unvested performance RSUs, 421,106 unvested outperformance RSUs, and 950,000 vested stock options; includes 380,869 shares held via family LLC with shared voting/dispositive control . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Quantity | Value/Terms |
|---|---|---|
| Unexercised options (exercisable) | 950,000 | Exercise price $15.79; expiration 3/10/2028 . |
| Unvested RSUs (time-based) | 279,073 | Market value $4,640,984 (at $16.63) . |
| Unearned PSUs and OPRSUs (unvested potential) | 1,080,903 | Payout value assumptions per footnote (performance as of 12/31/2024) . |
2024 Vesting Events (Value realized)
| Event | Shares Vested | Value Realized ($) |
|---|---|---|
| Time, performance, and outperformance RSUs (various vest dates in 2024) | 299,143 | 4,402,711 |
Ownership Policies
- Executives must hold shares equal to 5x salary for CEO; until compliant, must retain 100% of net-after-tax shares from vesting/exercise .
- Anti-hedging/anti-pledging: Company prohibits margin, hedging, and pledging in Company securities for executives/directors/employees .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and restated CEO Employment Agreement dated Mar 18, 2024; one-year term with automatic annual renewals . |
| Base salary | $800,000; annual merit increases possible . |
| Annual bonus opportunity | Target 150% of salary; threshold 50% of target; max 200% of target; metrics set annually by Compensation Committee . |
| Annual equity awards | Target grant-date value $4,400,000; 50% time-based RSUs, 50% performance-based PSUs . |
| Benefits/perquisites | Health coverage in U.S. and U.K. (cap $25,000/year); tax compliance assistance up to $30,000/year; relocation allowance $700,000 if relocating to Jersey City metro area . |
| Severance (no CIC) | 2x (salary + average bonus over prior 3 years), payable over 2 years; up to 18 months medical; time-based equity accelerates; PSUs prorated by service and actual performance; requires release . |
| Severance (CIC double-trigger) | 3x (salary + average bonus) paid lump sum; time-based equity accelerates; PSUs vest per actual performance; up to 18 months medical . |
| Restrictive covenants | Non-compete and non-solicit during employment and for 1 year post-termination; perpetual confidentiality and non-disparagement . |
Performance & Track Record
- Transformation: Completed pivot to pure-play multifamily REIT, selling >$230M of non-strategic assets in 2024 and the last office asset (Harborside 5); strengthened balance sheet via new $500M term/revolver and repaid $526M mortgages, leaving no consolidated maturities until 2026 .
- Operating execution: 13% Core FFO/share growth to $0.60 in 2024; Same Store NOI growth 6.9%; blended net rental growth 4.0% for 7,621-unit portfolio .
- 2023 outperformance: Same Store NOI +17.6%; Core FFO/share $0.53 (+20% YoY); office and land sales $206M; cyber rating improved to 95 on CIS benchmark .
- TSR context: 2023 TSR -0.6% vs multifamily peers 0.9%; 2022 TSR -15.0%; 2021 TSR +47.5% .
Board Governance
- Roles: CEO and director; not independent under NYSE standards (8 of 9 directors independent) .
- Committees: Member, Strategic Review Committee .
- Board leadership: Independent Chair; roles of Chair and CEO separated; non-management directors met in Executive Session seven times in 2024 .
- Attendance: In 2024, no director attended fewer than 75% of meetings; all nine attended the 2024 Annual Meeting .
- Equity ownership guidelines and anti-pledging/hedging policies apply to directors and executives; directors must hold 5x cash retainer and retain 100% net-after-tax shares until compliant .
Director Compensation, Other Directorships & Interlocks
- Director compensation program applies to non-employee directors; Nia, as an employee director, is covered by executive compensation and not the director pay program .
- Other directorships: NorthStar Realty Europe (2018–2019) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2024 | 96.1% |
| 2023 | 96.6% |
| 2022 | 97.1% |
Compensation Structure Analysis
- High at-risk pay: CEO target pay mix is 88% variable for 2024, aligning incentives with shareholder outcomes .
- LTI emphasis: Balanced 50/50 RSU–PSU mix with absolute and relative TSR hurdles; RSUs include operational outperformance modifier tied to AFFO to reinforce operating excellence .
- Best-practice governance: No option repricing; no tax gross-ups; double-trigger CIC; clawbacks adopted (company policy in 2021 and Dodd-Frank compliant in 2023) .
- Peer benchmarking: Compensation targets set with reference to a REIT peer group; no fixed percentile targeting .
Vesting Schedules and Insider Selling Pressure
- 2024 vesting: Nia vested 299,143 shares across time-based RSUs, PSUs, and outperformance-modified RSUs, realizing $4.40M; trading is subject to blackout windows and pre-clearance, and executives must retain 100% net-after-tax shares until meeting ownership guidelines, limiting immediate sell pressure .
- Options: 950,000 options exercisable at $15.79 expiring in 2028; governance prohibits pledging/hedging, mitigating alignment risks .
Equity Ownership & Alignment (Supplemental Detail)
| Item | Quantity/Value |
|---|---|
| Unvested performance RSUs | 432,956 |
| Unvested outperformance RSUs | 421,106 |
| Vested stock options | 950,000 |
| Family LLC holdings | 380,869 shares; shared control with spouse |
Employment & Contracts
- Tenure: CEO since March 2021; employment agreement amended March 18, 2024 .
- Non-compete: 1 year post-termination; CIC economics: 3x salary+average bonus lump sum, equity acceleration and continued medical coverage .
- Severance valuations (illustrative as of 12/31/2024): Termination without cause/good reason ~$13.44M; death/disability ~$7.50M; CIC double-trigger ~$22.99M, including equity vesting and medical continuation .
Expertise & Qualifications
- Credentials: 25 years spanning real estate investment, debt and advisory; CEO experience at a public REIT; capital markets background at Goldman Sachs and Citigroup; advanced economics and finance education .
Related Party Transactions, Risk Indicators & Red Flags
- Related party: Company has robust review policy; no related-person transactions involving Nia are disclosed in the proxy .
- Red flags mitigated: Anti-hedging/pledging, clawbacks, no repricing, no tax gross-ups; strong governance reduces compensation risk .
- Legal proceedings: No adverse legal proceedings reported for directors/officers in past ten years .
Compensation Peer Group (2024)
American Assets Trust; Apartment Income REIT; Apartment Investment & Management; Armada Hoffler; Brandywine Realty Trust; Centerspace; Elme Communities; Empire State Realty Trust; Essex Property Trust; Independence Realty Trust; JBG SMITH; UDR .
About the Board Role and Independence Implications
- Dual role: Nia serves as CEO and director, but governance mitigates concentration via an independent Chair and majority-independent board (8/9 independent), preserving oversight and independence .
Investment Implications
- Alignment: High variable pay (88%) with multi-year PSUs tied to absolute/relative TSR, and RSU outperformance linked to AFFO, strongly aligns CEO incentives with shareholder value creation .
- Retention risk: Contractual protections (2x–3x severance, equity treatment) and robust ownership requirements reduce turnover risk; CIC economics are meaningful but double-triggered and equity remains performance-linked .
- Trading/pressure: 2024 vesting was sizable ($4.40M), but blackout policies and 100% net-after-tax retention requirement temper near-term selling pressure; option maturity in 2028 offers long-dated optionality .
- Execution: Ongoing operating outperformance and balance sheet strengthening under Nia support FFO growth and deleveraging; TSR remains the core long-term test via PSU design, offering direct line-of-sight for investors evaluating pay-for-performance .