Victor MacFarlane
About Victor B. MacFarlane
Independent director (age 74) appointed to Veris Residential’s Board in 2021; Executive Chairman and founder of MacFarlane Partners (est. 1987) with 45+ years in real estate investment, corporate finance, portfolio management, and risk management . He holds a BA (University of New Mexico), JD (UCLA School of Law), and MBA (University of Pittsburgh) and has received multiple industry awards, including the 2024 Business Lifetime Achievement Award from the San Francisco Business Times . He is determined independent under NYSE standards and serves on the Audit and Compensation Committees; he also qualifies as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MacFarlane Partners | Executive Chairman; Founder | 1987 – Present | Pioneered urban investment among institutional managers; invested $13B across 8M sq ft commercial and 15,000 multifamily units |
| Site Centers Corp. (NYSE: SITC) | Director | 2002 – 2024 | Long-tenured public REIT board service |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Curbline Properties Corp. (NYSE: CURB) | Director | Public | 2024 – Present | Current public company board |
| Overland Tandberg | Director | Private | 2019 – Present | Technology company board service |
| Robert Toigo Foundation | Advisory Board Member | Non-profit | — | Governance and industry development engagement |
| Real Estate Executive Council (REEC) | Emeritus Board Member | Industry org | — | Industry leadership |
| PREA; ULI | Member; former trustee (ULI) | Industry orgs | — | Institutional real estate leadership |
Board Governance
- Independence: The Board determined Mr. MacFarlane is independent (eight of nine nominees independent) .
- Committees: Audit Committee member (committee met 4 times in 2024; each member is independent and a Financial Expert), Compensation Committee member (met 4 times; members independent) .
- Attendance: Board met 7 times and acted 12 times by unanimous consent; no director attended fewer than 75% of Board/committee meetings; all nine directors attended the 2024 annual meeting .
- Leadership structure: Independent Chair separate from CEO; seven executive sessions of non-management directors in 2024 .
- Anti-hedging/pledging: Directors are prohibited from margin, pledging, and hedging Company securities .
- Retirement policy: Directors may not stand for re‑election after age 80 .
- Ownership guidelines: Non‑employee directors must hold equity equal to 5× cash retainer ($325,000), with 100% net‑after‑tax retention until compliant; all directors are in compliance .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $75,000 | Standard director retainer |
| Committee member retainers | $17,500 | Audit: $10,000; Compensation: $7,500 |
| Meeting fees (SRC only) | $0 | Not a member of Strategic Review Committee |
| Cash fees earned/paid | $92,500 | 2024 cash fees (paid or deferred into stock units) |
| Annual equity grant | $130,000 | Restricted common stock, vests in one year |
| Restricted shares granted | 8,904 | Granted June 26, 2024; $14.60 grant-date value per share; vest June 11, 2025 |
Deferred Compensation: Mr. MacFarlane elected to receive a portion of his 2024 cash fees in deferred stock units under the Directors’ Deferred Compensation Plan .
Performance Compensation
| Element | Metric(s) | Vesting | Notes |
|---|---|---|---|
| Director equity | None | One-year time-based vesting | Non-employee director equity is restricted stock; no performance metrics apply |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role/Committee | Potential Interlock/Related Party Notes |
|---|---|---|---|
| Curbline Properties Corp. (NYSE: CURB) | Yes | Director | No VRE-related transactions disclosed; Company reviews related-person transactions via NESG policy |
| Overland Tandberg | No | Director | Not a disclosed VRE related party |
| Site Centers Corp. (NYSE: SITC) | Yes (prior) | Director (prior) | Historical role; no current VRE related-party disclosure |
Expertise & Qualifications
- 45+ years in real estate investment and private capital; CEO-level leadership; extensive portfolio management and smart-growth/urban development credentials .
- Recognized with significant industry awards (e.g., 2024 Business Lifetime Achievement Award) and leadership roles in ULI, PREA, and REEC .
- Audit Committee Financial Expert status (Board determination) .
- Education: BA (Univ. of New Mexico), JD (UCLA), MBA (Univ. of Pittsburgh); honorary Doctor of Law (UDC) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 28,436 | As of April 17, 2025 |
| Percent of shares outstanding | <1% | Below 1.0% threshold (omitted in table) |
| Director ownership guideline | $325,000 | 5× cash retainer; all directors in compliance |
| Compliance status | In compliance | Board-confirmed compliance |
| Pledged/hedged shares | Prohibited | Anti-pledging/hedging policy for directors |
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Timely | Company reports all filings timely except one late Form 4 for another officer; no late filing noted for Mr. MacFarlane |
| Deferred stock units (2024) | Elected | Deferred a portion of 2024 cash fees into stock units |
Governance Assessment
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Strengths:
- Independent director with deep real estate investment expertise; Audit Committee Financial Expert; serves on Audit and Compensation Committees, enhancing oversight of financial reporting and pay practices .
- Strong alignment signals: equity ownership guidelines compliance; election to defer cash fees into stock units; anti-hedging/pledging policy .
- Board governance robustness: majority voting with resignation policy; independent Chair; regular executive sessions; no director below 75% attendance .
-
Watch items:
- Multiple external commitments (e.g., CURB, Overland Tandberg); NESG skills matrix caps service at ≤6 public boards—current roles appear within limits but time demands merit monitoring .
- Compensation Committee includes shareholder representative directors (e.g., A. Akiva Katz), though all members are independent; continue to monitor for perceived conflicts and adherence to related-party policies (NESG review/approval) .
-
Red flags:
- None disclosed related to legal proceedings, Section 16 compliance, or related-party transactions; Board states no adverse proceedings and independence determinations are conservative .