Phillips Edison & Company, Inc DEF 14A, filed Mar 19, 2025

Phillips Edison & Company, Inc. (PECO)

DEF 14A 2025-03-19 For: 2025-03-19

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Added on June 12, 2026

About this DEF 14A

Phillips Edison & Company, Inc filed this DEF 14A on March 19, 2025.

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Jeff Edison			Les Chao
Stockholder, Co-founder, Chairman & CEO			Stockholder and Lead Independent Director


Table of Contents
About PECO			2
2024 Performance Highlights			4
C orporate Governance			5
O ur D irector Nominees			7
Board Leadership Structure			12
Board Committees			14
Board’s Role in Risk Oversight			17
Director Compensation			18
Director Nomination Process			19
Proposal 1: Election of Directors			21
Corporate Responsibility and Sustainability Program			21
Executive Officers			24
Compensation Discussion And Analysis			26
Executive Compensation Objectives and Philosophy			28
2024 Say-on-Pay Results			30
Elements of Executive Compensation			30
Compensation Committee Report			39
Executive Compensation Tables			40
CEO Pay Ratio			45
Pay Versus Performance			46
Proposal 2 - Advisory Resolution to Approve Executive Compensation			49
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm			50
Audit Fees			51
Report of the Audit Committee			52
Securities Authorized for Issuance Under Equity Compensation Plans			53
Beneficial Ownership of Common Stock			53
Related Party Transactions			55
Stockholder Proposals and Director Nominations - 2026 Annual Meeting of Stockholders			58
Frequently Asked Questions			59
ANNEX A - Non-GAAP Reconciliations			63


294	33.3	31
NEIGHBORHOOD CENTERS	MILLION SQUARE FEET	STATES


WHAT WE DO						WHAT WE DON’T DO
•Conduct our business operations under the direction of our Board •Provide for annual election of all directors •Align pay and performance by linking compensation to the achievement of Company and individual performance criteria tied to operational and strategic objectives •Maintain rigorous stock ownership guidelines for the non-employee directors, CEO and other named executive officers •Maintain a Board comprised of a majority of independent directors (7 out of 10) •Have our Board perform an annual self-evaluation and performance assessment •Provide directors continuing education opportunities through Board and committee presentations •Retain independent advisors as needed for the Board and its committees to perform their responsibilities •Provide complete access to management so directors can ask questions directly and receive all information necessary to perform their duties •Have our Nominating and Governance Committee review changes in director circumstances to evaluate appropriateness of their continued service to the Board •Provide stockholders the right to amend the Bylaws •Have our independent directors meet exclusively at least bi-annually •Have our independent directors exclusively handle selection for vacant director positions •Conduct annual assessments of compensation at risk and maintain a clawback policy						•No uncapped annual or long-term incentive awards •No directors may serve on other boards that are inconsistent with our conflict-of-interest policies •No compensation or incentives that encourage risk-taking reasonably likely to have a material adverse effect on the Company •No Board classification without stockholder approval •No additional compensation to executive officers for director service •No non-independent directors may serve on any Board committees •No re-pricing or buyouts of underwater stock options •No hedging or pledging transactions involving our securities •No guarantees of cash incentive compensation or equity grants •No employment contracts with executive officers •No supermajority voting requirements •No Stockholder rights plan (no “poison pill”) •No “single-trigger” change in control cash severance payments


			JEFFREY (JEFF) S. EDISON
			Chief Executive Officer and Chairman
			Director Since 2009
			Age 64


Mr. Edison has served as PECO’s Chairman of the Board and Chief Executive Officer since December 2009 and also served as President from October 2017 to August 2019. Mr. Edison also served as Chairman of the Board and Chief Executive Officer of Phillips Edison Grocery Center REIT III, Inc. from April 2016 through the date it merged with PECO in October 2019, and served as Chairman of the Board and Chief Executive Officer of Phillips Edison Grocery Center REIT II, Inc. from 2013 through the date it merged with PECO in November 2018. Mr. Edison co-founded Phillips Edison Limited Partnership and has served as a principal since 1995. Before founding PECO, Mr. Edison was a Senior Vice President from 1993 until 1995 and a Vice President from 1991 until 1993 at NationsBank’s South Charles Realty Corporation. Prior to that, Mr. Edison was employed by Morgan Stanley Realty Incorporated from 1987 until 1990, and was employed by The Taubman Company from 1984 to 1987. Mr. Edison holds a Bachelor of Arts in mathematics and economics from Colgate University and a Master of Business Administration from Harvard University. In determining that he should serve as a director, our Board considered Mr. Edison’s extensive experience of more than 30 years in the commercial real estate industry, his leadership skills, integrity and judgment, and the deep knowledge of the Company and its assets he brings as our co-founder.


LESLIE (LES) T. CHAO
Lead Independent Director (Non-Management)
Director Since 2010	Committee Membership:	Audit Committee (Chair)
Age 68		Compensation Committee


Mr. Chao has served as a director since July 2010 and as Lead Independent Director since November 2017. He retired in 2008 as Chief Executive Officer of Chelsea Property Group, Inc., a New York Stock Exchange (“NYSE”) listed shopping center REIT with operations in the United States, Asia and Mexico (now part of Simon Property Group, NYSE: SPG), previously serving as President and Chief Financial Officer. He has been a board member of London-based Value Retail PLC since 2009; and a co-founder and chairman of entities comprising Value Retail China, a privately-held owner/developer of retail properties, since 2012. From 2005 to 2008, he was an inaugural member of the board of Link REIT, the first publicly-listed and largest REIT in Hong Kong. Earlier in his career, Mr. Chao was with Manufacturers Hanover Corporation (now part of JPMorgan Chase & Company), ending in 1987 as a Vice President in the bank holding company treasury group. He received a Master of Business Administration from Columbia University and a Bachelor of Arts from Dartmouth College, where he is a member of the President’s Leadership Council and the advisory board of the Hopkins Center for the Arts. In determining that he should serve as a director, our Board considered Mr. Chao’s extensive domestic and international commercial real estate expertise, accounting and financial management expertise, public company director experience, integrity, judgment, leadership skills, and independence from management and our affiliates.


ELIZABETH (LIZ) O. FISCHER
Independent Director (Non-Management)
Director Since 2019	Committee Membership:	Audit Committee
Age 65		Nominating & Governance Committee (Chair)


Ms. Fischer has served as a director since 2019. She joined Goldman Sachs & Co. LLC in 1998 and most recently served as Managing Director of the Bank Debt Portfolio Group from 2010 until her retirement in May 2019, where she managed Leveraged Finance led syndicated loans. She also served four years as co-head of Goldman Sachs’ firm-wide Women’s Network for the Americas. Prior to joining Goldman Sachs, she held various positions in the leveraged finance, syndications, and risk management group at the Canadian Imperial Bank of Commerce (CIBC). Ms. Fischer began her career at KPMG LLP and was formerly a certified public accountant. She holds a Bachelor of Arts from Colgate University and a Master of Business Administration from New York University. In determining that she should serve as a director, our Board considered Ms. Fischer’s extensive financial and investment expertise, leadership skills, integrity, judgment, and independence from management and our affiliates.


DEVIN I. MURPHY
Director (Non-Management)
Director Since 2024	Committee Membership:	None
Age 65


Mr. Murphy joined PECO’s board of directors in 2024. Mr. Murphy served as President of PECO from August 2019 until December 31, 2023. Prior to that, he served as PECO’s Chief Financial Officer from June 2013, when he joined the Company, to August 2019. Before joining PECO in 2013, Mr. Murphy worked for 27 years as an investment banker and held senior leadership roles at Morgan Stanley and Deutsche Bank. He served as the Global Head of Real Estate Investment Banking at Deutsche Bank and as a Vice Chairman of Morgan Stanley. Mr. Murphy serves as a director of Macerich (NYSE: MAC), an owner of retail shopping centers, and serves on the Compensation and Nominating and Governance Committees. He also has served as an independent director of CoreCivic (CXW), a NYSE-listed corporation that provides diversified government solutions in corrections and detention management, since 2018. He serves on the Audit Committee, Risk Committee and chairs the Nominating and Governance Committee at CXW. Mr. Murphy is also a senior advisor to the venture capital fund Fifth Wall. Previously, Mr. Murphy served as chairperson of Apartment Income REIT Corp (NYSE: AIRC), an apartment REIT, and served on the Audit, Compensation and Human Resources and Governance and Corporate Responsibility Committees of AIRC until the company was sold to Blackstone in June 2024. He previously served as a Director of the NYSE-listed real estate services firm Grubb and Ellis prior to its sale to BGC Partners and of the S&P 500 company Apartment Investment and Management (AIV) prior to its spin-off transaction. He earned a BA in English and history with honors from the College of William & Mary and an MBA from the University of Michigan. In determining that he should serve as a director, our Board considered Mr. Murphy’s extensive experience in the commercial real estate industry, including with PECO, together with his extensive investment expertise, capital markets experience, public company director experience, leadership skills, integrity, and judgment.


STEPHEN (STEVE) R. QUAZZO
Independent Director (Non-Management)
Director Since 2013	Committee Membership:	Nominating & Governance Committee
Age 65


Mr. Quazzo has served as a director since 2013. He is co-founder and Chief Executive Officer of Pearlmark Real Estate, LLC. From 1991 to 1996, Mr. Quazzo served as President of Equity Institutional Investors, Inc., a subsidiary of investor Sam Zell’s private holding company, Equity Group Investments, Inc. Mr. Quazzo was responsible for raising equity capital and performing various portfolio management services in connection with the firm’s real estate investments, including institutional opportunity funds and public REITs. Prior to joining the Zell organization, Mr. Quazzo was in the Real Estate Department of Goldman, Sachs & Co., where he was a Vice President responsible for the firm’s real estate investment banking activities in the Midwest. He is a Trustee of the Urban Land Institute (“ULI”), past Chair of the ULI Foundation, a member of the Pension Real Estate Association, and a licensed real estate broker in Illinois. In addition, Mr. Quazzo currently serves as a director of Marriott Vacations Worldwide (NYSE: VAC) and previously served as a director of ILG, Inc. (Nasdaq: ILG) until September 2018 and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) until September 2016. He also sits on a number of non-profit boards, including Rush University Medical Center, the Chicago Symphony Orchestra Endowment, and Deerfield Academy. Mr. Quazzo holds a Bachelor of Arts and a Master of Business Administration from Harvard University, where he has served as a Director of the Alumni Association for the college and as a member of the Board of Dean’s Advisors for the business school. In determining that he should serve as a director, our Board considered Mr. Quazzo’s extensive experience in the commercial real estate industry, together with his extensive investment management expertise, public company director experience, leadership skills, integrity, judgment, and independence from management and our affiliates.


JANE E. SILFEN
Independent Director (Non-Management)
Director Since 2019	Committee Membership:	Compensation Committee
Age 39		Nominating & Governance Committee


			2025 PROXY STATEMENT


			2025 PROXY STATEMENT


			2025 PROXY STATEMENT


			2025 PROXY STATEMENT			1


Ms. Silfen has served as director since 2019. She is a Vice President of Mayfair Management Co., Inc., a family office where she is responsible for overseeing and making public and private investments. She has held this role since 2015. Ms. Silfen began her career in investment banking at Goldman, Sachs & Co. from 2007 to 2010 and later served as a Vice President at Encourage Capital, LLC from 2014 to 2017. In 2019 she founded Mayfair Advisors, a clean technology investment consultancy. From 2019 to 2023, she also worked at WindSail Capital Group, which provides growth financing to companies advancing decarbonization, first as an Operating Advisor working directly with WindSail’s portfolio companies and subsequently as a Managing Director on WindSail’s investment team. Ms. Silfen holds a Bachelor of Arts from the University of Pennsylvania and a Master of Public Policy and Master of Business Administration from Harvard Business School. She is also a CFA Charterholder. In determining that she should serve as a director, our Board considered Ms. Silfen’s investment experience, clean technology and sustainability expertise, integrity, judgment, and independence from management and our affiliates.


JOHN A. STRONG
Independent Director (Non-Management)
Director Since 2018	Committee Membership:	Compensation Committee (Chair)
Age 64		Nominating & Governance Committee


Dr. Strong has served as director since 2018. Since July 2010, Dr. Strong has served as Chairman and Chief Executive Officer of Bankers Financial Corporation, a diversified financial services company for outsourcing solutions for claims, policy and flood products for insurers; insurance tracking for lenders; human resources solutions for small business; warranties for consumer electronics and new homes; insurance and maintenance services for properties, businesses and builders; and surety bonds for bail. From 2005 to 2010, he served as the President and Managing Partner of Greensboro Radiology. Since 2007, Dr. Strong has served as a board member of Bankers Financial Corporation. He previously served as a director of Phillips Edison Grocery Center REIT II, Inc. from May 2017 to November 2018 when it merged into PECO. Dr. Strong holds a Bachelor of Science in mathematics from Duke University and a Doctor of Medicine degree from Michigan State University College of Human Medicine as well as his residency and fellowship in radiology from Duke University. In determining that he should serve as a director, our Board considered Dr. Strong’s financial and management expertise, judgment, leadership skills, and independence from management and our affiliates.


ANTHONY (TONY) E. TERRY
Independent Director (Non-Management)
Director Since 2023	Committee Membership:	Audit Committee
Age 57


Mr. Terry has served as a director since 2023. He previously served as Executive Vice President and Chief Financial Officer for Marriott Vacations Worldwide Corporation (NYSE: VAC), a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, from October 2021 until his retirement in September 2023, and served as Senior Vice President, Global Operational Finance at VAC from July 2005 to September 2021. As CFO at VAC, Mr. Terry led the global finance and accounting organization as well as the feasibility and development functions. Mr. Terry spent more than 26 years with VAC and has extensive experience in strategic planning, organizational optimization and financial analysis. He held numerous roles of increasing responsibility, including leadership roles in accounting, finance, new product development, brand management, product supply management, strategic planning, M&A, investor relations and capital markets. Prior to VAC, Mr. Terry worked in various management roles at The Walt Disney Company and Arthur Andersen LLP. Mr. Terry is currently on the board of directors of Newell Brands (NASDAQ: NWL), where he serves as a member of the audit committee and the nominating and governance committee and is also a member of the advisory committee for the Department of Finance at the University of Central Florida. Mr. Terry holds a Bachelor of Science in accounting from Florida State University and has attended the Wharton Business School Executive Development Program. In determining that he should serve as a director, the Board considered Mr. Terry’s public company expertise, corporate and operational finance expertise, strategic planning expertise, business development expertise, integrity, judgment and leadership skills.


PARILEE E. WANG
Director (Non-Management)
Director Since 2023	Committee Membership:	None
Age 38


Ms. Wang has served as a director since 2023. Since February 2023, Ms. Wang has served as the Chief Product Officer of Alloy, a global identity risk decisioning platform that helps banks and fintech companies automate their decisions for onboarding, ongoing monitoring and credit underwriting. From March 2022 to February 2023, Ms. Wang served as the Head of Product of Alloy. Prior to joining Alloy, Ms. Wang was with Bread Finance (now Bread Financial), where she served as Senior Vice President and Head of Product from June 2020 to February 2022. As a member of the senior leadership team, Ms. Wang drove the product vision and execution that led to the successful sale of Bread Finance to Alliance Data Systems in December 2021 for approximately $450 million. Ms. Wang additionally held roles at Bread Finance of Vice President and Head of Product from May 2019 to June 2020 and Senior Director and Head of Product from January 2018 to May 2019. From 2012 to 2018, Ms. Wang was with OnDeck Capital Inc., where she held various positions, ending as Senior Director, Product Management. In that role, Ms. Wang led new product development and global expansion efforts, contributing to OnDeck's approximately $1.3 billion initial public offering in December 2014. From 2008 to 2011, Ms. Wang served as Manager, Digital Business Development of Barnes & Noble.com. Ms. Wang holds a Bachelor of Arts in international relations from Stanford University, where she graduated Phi Beta Kappa with Distinction, and a Master of Business Administration from Harvard Business School, where she was a Baker Scholar. In determining that she should serve as a director, the Board considered Ms. Wang’s banking and financial technology sector experience, data-driven business development expertise, business start-up expertise, educational excellence, integrity, judgment, leadership skills and passion for supporting the Company's core values while protecting the long-term interests of shareholders.


GREGORY (GREG) S. WOOD
Independent Director (Non-Management)
Director Since 2016	Committee Membership:	Audit Committee
Age 66		Compensation Committee


Mr. Wood has served as a director since 2016. Previously, he served as Executive Vice President and Chief Financial Officer of EnergySolutions, Inc., a leading services provider to the nuclear industry, from June 2012 until his retirement in June 2023. Prior to that, Mr. Wood held the role of Chief Financial Officer at numerous public and private companies, including Actian Corporation, Silicon Graphics, Liberate Technologies, and InterTrust Technologies. Mr. Wood was a director of Steinway Musical Instruments, Inc. from October 2011 to October 2013, where he also served as Chairman of the Audit Committee. Mr. Wood, formerly a certified public accountant, holds a Bachelor of Business Administration in accounting from the University of San Diego and a Juris Doctor from the University of San Francisco School of Law. In determining that he should serve as a director, our Board considered Mr. Wood’s accounting and financial management expertise, public company director experience, integrity, judgment, and independence from management and our affiliates.


CHAIRMAN OF THE BOARD			Mr. Jeffrey S. Edison
LEAD INDEPENDENT DIRECTOR			Mr. Leslie T. Chao
BOARD COMMITTEES			Independent directors only


Mr. Chao has served as our Lead Independent Director since November 2017. The Lead Independent Director consults periodically with the Chairman and CEO on Board matters, Board agendas, and issues facing the Company. In addition, the Lead Independent Director: (i) serves as the principal liaison between the Chairman and the independent directors; (ii) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; and (iii) performs such other duties as may be assigned by the Board.


AUDIT COMMITTEE
	Total Members(1):	4	ü Mr. Chao, Chair
	2024 Meetings:	4	ü All members independent
			ü All members “financially literate” per Nasdaq rules
			ü All members “audit committee financial experts”


COMPENSATION COMMITTEE
	Total Members(1):	4	ü Dr. Strong, Chair
	2024 Meetings:	4	ü All members independent


NOMINATING AND GOVERNANCE COMMITTEE
	Total Members(1):	4	ü Ms. Fischer, Chair
	2024 Meetings:	4	ü All members independent


		Stock	All Other
	Fees Earned or Paid	Awards	Compensation
	in Cash ($)(1)	($)(2)	($)(3)	Total ($)
Leslie T. Chao	150,000	110,000(4)	5,303	265,303
Elizabeth O. Fischer	100,000	110,000(4)	5,303	215,303
Devin I. Murphy	32,500	461,002(5)	576,793(6)	1,070,295
Stephen R. Quazzo	80,000	110,000(4)	5,303	195,303
Jane E. Silfen	82,568	110,000(4)	5,303	197,871
John A. Strong	100,000	110,000(4)	5,303	215,303
Anthony E. Terry	80,000	110,000(4)	3,167	193,167
Parilee E. Wang	65,000	110,000(7)	3,641	178,641
Gregory S. Wood	95,000	110,000(4)	5,303	210,303



THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES


			Engagement and Satisfaction: We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for eight consecutive years by Cincinnati Enquirer. By granting 100% of eligible associates service-based restricted stock units in PECO, we empower and encourage our associates to think and operate like owners, which we believe drives better decision making and strengthens our culture.


			Learning and Development: We are committed to continuous learning and career development that is highly individualized and tailored to meet the unique needs of each associate. PECO’s commitment to continuous learning includes an annual talent management process; individual development plans aligned to each associate’s career goals, strengths, and areas for growth; flexible learning methods and modalities so that associates can learn in a way that suits them best and at their own pace; and an internal mentoring program.


			Health and Well-Being: We strive to create a workplace that prioritizes the health, well-being, and safety of our associates. Our “Beyond Benefits” wellness program is integral to our Company’s culture and includes sponsoring wellness activities and challenges designed to improve the overall health of our associates. In 2024, PECO earned a designation as one of the “Healthiest Employers of Ohio” for a fifth consecutive year and earned a place on the Healthiest100™ in America for the second consecutive year.


			Inclusion and Belonging: At PECO, fostering connection and inclusivity is a core commitment of our culture. Our four associate-led resource groups - PECO Multicultural Opportunities, Resources & Education; PECO Networking Opportunities for Women; PECO Impact; and PECO Connect - are designed to help further connection, inclusion, collaboration, community engagement, and communication throughout the Company. These resource groups are open to all associates.