Stephanie Williams
About Stephanie L. Williams
Stephanie L. Williams (age 47) has served on Veris Residential’s Board since May 2023 and is a member of the Audit Committee and the Nominating, Environmental, Social and Governance (NESG) Committee. She is President of Bozzuto Management Company and a Partner at The Bozzuto Group, with a portfolio oversight of ~90,000 units and 3 million square feet of commercial space; she holds a B.A. (University of Washington) and a Master of Community Planning (University of Maryland). Recognitions include CREW Network Distinguished Leader (2021) and NAHB #1 Property Management Company awards under her leadership (2018, 2020).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bozzuto Group | Partner | 2004–Present (advanced through development and management divisions before becoming President) | Led performance and value creation across a ~$35B portfolio; Bozzuto management recognized #1 nationally by NAHB and J Turner multiple years |
| Bozzuto Management Company | President | — | Oversees day-to-day operations, strategic performance and economic value creation across major U.S. markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| District of Columbia Building Industry Association (DCBIA) | Executive Board Member; Board Service | 2022–Present | Board service disclosed in VRE proxy |
| Real Estate Executive Council (REEC) | Member | — | Professional membership |
| Housing Association of Nonprofit Developers (HAND) | Member | — | Professional membership |
| Urban Land Institute (ULI) | Member | — | Professional membership |
| National Multifamily Housing Council (NMHC) | Member | — | Professional membership |
Board Governance
- Committee Assignments: Member, Audit Committee; Member, NESG Committee; not listed on Compensation or Strategic Review Committees. Audit Committee chaired by Howard S. Stern; NESG chaired by Nori Gerardo Lietz.
- Independence: The Board determined Ms. Williams is independent under NYSE standards (8 of 9 directors independent; CEO is the only non-independent).
- Attendance: Board met 7 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all nine directors attended the 2024 Annual Meeting. Non-management directors held 7 executive sessions.
- Committee Engagement: Audit Committee met 4 times in 2024; NESG Committee met 4 times in 2024.
- Financial Expertise: Every Audit Committee member, including Ms. Williams, qualifies as an “Audit Committee Financial Expert” under SEC rules.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 75,000 | Effective June 12, 2024 program |
| Audit Committee Member Retainer | 10,000 | Member-level retainer |
| NESG Committee Member Retainer | 7,500 | Member-level retainer (NESG encompasses nominating, ESG) |
| Committee Meeting Fees | 0 | Strategic Review Committee only receives $1,000/meeting; none for other committees; Ms. Williams is not on SRC |
| Cash Fees Paid (2024) | 92,500 | Actual fees earned/paid in cash for 2024 |
The Compensation Committee, advised by an independent compensation consultant, reviewed non-employee director compensation in June 2024; program includes retainers listed above.
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value/Share ($) | Vesting |
|---|---|---|---|---|
| Restricted Common Stock (Annual equity grant) | 2024-06-26 | 8,904 | 14.60 | Vests on 2025-06-11 (one-year service vest) |
- Annual equity grant for non-employee directors set at $130,000 (service-vested restricted common stock vesting in one year). No performance metrics (e.g., TSR or financial targets) are tied to non-employee director awards.
- Directors may elect to defer cash fees into stock units under the Directors’ Deferred Compensation Plan; 2024 deferrals were made by Cumenal, Lietz, MacFarlane, and Katz (not listing Ms. Williams among electing directors).
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Veris Residential, Inc. | Public REIT | Director | Current board service |
| — | Public Company | — | No other public company board roles disclosed for Ms. Williams in the proxy biography |
| DCBIA | Industry Association | Executive Board Member | Non-profit/industry association, not a customer/supplier disclosure |
- Related-Party Transaction Controls: The Company maintains a related-person transaction policy; NESG reviews any transactions involving directors and approves only those in the best interests of stockholders; directors are recused from reviewing their own related transactions.
- Anti-Hedging/Pledging: Directors are prohibited from hedging or pledging company securities; margin and borrowing to acquire company securities are prohibited.
Expertise & Qualifications
- Mixed-use and multifamily real estate operations and development leadership; oversight of a ~$35B portfolio across major U.S. markets.
- Audit Committee Financial Expert qualification.
- Education: B.A., University of Washington; Master of Community Planning, University of Maryland.
- Recognitions: CREW Network Distinguished Leader (2021); Bisnow D.C. Women Leading Real Estate (2022); multiple industry accolades for Bozzuto’s management performance.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Stephanie L. Williams | 15,677 | <1% (percent omitted for <1%) | As of April 17, 2025; beneficial ownership includes direct/indirect holdings; no breakdown of unvested/vested disclosed for Ms. Williams |
- Director Stock Ownership Guidelines: Non-employee directors must hold shares/units/deferral plan units equal to 5x annual cash retainer (currently $325,000); until the requirement is met, must retain 100% of net-after-tax shares from vesting; guidelines updated in 2021/2022. As of the latest compliance measurement, each director is in compliance and moving toward the goal.
- Anti-hedging/pledging: Hedging and pledging are prohibited for directors.
Governance Assessment
- Strengths: Independent director with material operating expertise in multifamily/mixed-use; active on Audit and NESG Committees; qualifies as an Audit Committee Financial Expert; attendance solid with Board and committee engagement; equity retainer aligns interests via annual restricted stock with holding requirements; anti-hedging/anti-pledging policies enhance alignment.
- Compensation Mix: Balanced cash retainers and time-vested equity ($92,500 cash; $130,000 equity in 2024); no meeting fees outside SRC; directors can defer cash into stock units to increase alignment.
- Potential Conflicts/Related Parties: Ms. Williams’ executive role at Bozzuto Management Company could create perceived conflicts if Bozzuto were to transact with VRE; the Company’s related-person transaction policy mandates NESG review, recusal, and approval only if in stockholders’ best interest; no adverse proceedings disclosed for directors/officers.
- Signals for Investors: Committee positioning (Audit, NESG) and financial expert status suggest meaningful oversight capability; equity ownership guidelines at 5x retainer and strict anti-pledging/hedging help investor confidence; program-level director pay reviewed by an independent consultant in 2024 indicates attention to governance best practices.