Phillips Edison & Company, Inc DEF 14A, filed Mar 24, 2023

Phillips Edison & Company, Inc. (PECO)

DEF 14A 2023-03-24

View Original

Added on June 12, 2026

About this DEF 14A

Phillips Edison & Company, Inc filed this DEF 14A on March 24, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



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


Table of Contents
About PECO			2
2022 Performance Highlights			3
C orporate Governance Highlights			5
O ur D irector Nominees			7
Board Committees			11
Board’s Role in Risk Oversight			14
Director Compensation			16
Proposal 1: Election of Directors			18
Environmental, Social, and Governance Highlights			19
Corporate Governance and Compliance			20
Environmental Stewardship			21
PECO Core Values			22
Social Responsibility			23
Executive Officers			25
Compensation Discussion And Analysis			27
Overview			27
Executive Compensation Objectives and Philosophy			30
Advisory Vote on Executive Compensation			31
Elements of Executive Compensation			31
C ompensation C om m ittee Report			41
Summary Compensation Table			42
CEO Pay Ratio			49
Pay Versus Performance			49
P roposal 2 - A dvisory V ote o n E xecutive Compensation			53
Proposal 3 - Ratification o f A p pointment o f I ndependent R egistered P ublic Accounting Firm			54
Audit Fees			54
R eport o f t he A udit Committee			55
S ecurities A uthorized for I ssuance U nder E quity C ompensation Plans			56
B eneficial O wnership o f C ommon S tock			57
Related Party Transactions			59
S tockholder P roposals and D irect or N ominations - 2024 A nnual M eeting of S tockholders			61
Frequently Asked Questions			63
ANNEX A - Non-GAAP Reconciliations			66


	Investment Value ($)
Ticker / Index	7/15/2021		12/31/2021		6/30/2022		12/31/2022
PECO	$	100	$	120	$	124	$	120
S&P 500	$	100	$	110	$	88	$	90
FTSE Nareit All Equity REITs	$	100	$	113	$	90	$	85
FTSE Nareit Equity Shopping Centers	$	100	$	114	$	93	$	100


			JEFFREY S. EDISON
			Chief Executive Officer and Chairman
			Director Since 2009
			Age 62


LESLIE T. CHAO
Lead Independent Director (Non-Management)
Director Since 2010	Committee Membership:	Audit Committee (Chair)
Age 66		Nominating & Governance Committee


Mr. Edison is our co-founder and has served as our 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. (“REIT III”) 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. (“REIT II”) from 2013 through the date it merged with PECO in November 2018. Mr. Edison co-founded Phillips Edison Limited Partnership (“PELP”) and has served as a principal since 1995. Before founding Phillips Edison, Mr. Edison was a Senior Vice President from 1993 until 1995 and was a Vice President from 1991 until 1993 at Nations Bank’s South Charles Realty Corporation. 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.


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 & Co.), 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 O. FISCHER
Director (Non-Management)
Director Since 2019	Committee Membership:	Audit Committee
Age 63		Nominating & Governance Committee (Chair)


Ms. Fischer 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. 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.


STEPHEN R. QUAZZO
Director (Non-Management)
Director Since 2013	Committee Membership:	Audit Committee
Age 63


Mr. Quazzo 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. 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. 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, the Chicago Parks Foundation, and Deerfield Academy. 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
Director (Non-Management)
Director Since 2019	Committee Membership:	Compensation Committee
Age 37


Ms. Silfen is a Managing Director at WindSail Capital Group, which provides growth financing to companies advancing energy innovation and sustainability. Since 2015, she also has served as Vice President at Mayfair Management Co., Inc., a New York City-based family office, where she is responsible for overseeing and making public and private investments. Ms. Silfen currently serves as a director of HercuTech, Inc. Ms. Silfen began her career in investment banking at Goldman Sachs and later served as Vice President at Encourage Capital, LLC and founded Mayfair Advisors, a clean technology investment consultancy. She holds a Bachelor of Arts from the University of Pennsylvania and a Master in Public Policy and Master of Business Administration from Harvard University. 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
Director (Non-Management)
Director Since 2018	Committee Membership:	Compensation Committee (Chair)
Age 62		Nominating & Governance Committee


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 REIT II 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.


			2023 PROXY STATEMENT


			2023 PROXY STATEMENT


			2023 PROXY STATEMENT


			2023 PROXY STATEMENT			1


GREGORY S. WOOD
Director (Non-Management)
Director Since 2016	Committee Membership:	Audit Committee
Age 64		Compensation Committee


Mr. Wood has been Executive Vice President and Chief Financial Officer of EnergySolutions, Inc., a leading services provider to the nuclear industry, since June 2012. 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



			THE LEAD INDEPENDENT DIRECTOR SERVES AS THE PRINCIPAL LIAISON BETWEEN THE CHAIRMAN OF THE BOARD AND THE INDEPENDENT DIRECTORS


	Audit	Compensation	Nominating and
	Committee	Committee	Governance Committee
Leslie T. Chao	Chair		Member
Elizabeth O. Fischer	Member		Chair
Stephen R. Quazzo	Member
Jane E. Silfen		Member
John A. Strong		Chair	Member
Gregory S. Wood	Member	Member


AUDIT COMMITTEE
	Total Members:	4	ü Mr. Chao, Chair
	2022 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:	3	ü Dr. Strong, Chair
	2022 Meetings:	5	ü All members independent


NOMINATING AND GOVERNANCE COMMITTEE
	Total Members:	3	ü Ms. Fischer, Chair
	2022 Meetings:	4	ü All members independent


Director	SOP Requirement ($)		Compliant with SOP Requirement
Jeffrey S. Edison	$	9,105,200	ü
Leslie T. Chao	540,000		ü
Elizabeth O. Fischer	360,000		ü
Stephen R. Quazzo	300,000		ü
Jane E. Silfen	280,000		ü
John A. Strong	340,000		ü
Gregory S. Wood	340,000		ü


			Stock		All Other
	Fees Earned or Paid		Awards		Compensation
	in Cash ($)(1)		($)(2)(3)		($)(4)		Total ($)
Leslie T. Chao	$	135,000	$	110,000	$	7,241	$	252,241
Elizabeth O. Fischer	90,000		110,000		7,241		207,241
Paul J. Massey, Jr.(5)	80,000		110,000		7,241		197,241
Stephen R. Quazzo	75,000		110,000		7,241		192,241
Jane E. Silfen	70,000		110,000		7,241		187,241
John A. Strong	75,000		110,000		7,241		192,241
Gregory S. Wood	75,000		110,000		7,241		192,241



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



			ALL ASSOCIATES ARE REQUIRED TO COMPLETE ANNUAL TRAINING ON OUR CODE OF BUSINESS CONDUCT AND ETHICS AND OUR INSIDER TRADING POLICY, AND PROVIDE ANNUAL CODE OF CONDUCT COMPLIANCE CERTIFICATIONS TO OUR CHIEF ETHICS AND COMPLIANCE OFFICER.


			JEFFREY S. EDISON
			Chief Executive Officer and Chairman of the Board
			Age 62


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 REIT III 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 REIT II from 2013 through the date it merged with PECO in November 2018. Mr. Edison co-founded PELP 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 Nations Bank’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.


Mr. Murphy has served as our President since August 2019. Prior to that, he served as our 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. His Deutsche Bank team executed over 500 transactions of all types for clients representing total transaction volume exceeding $400 billion and included initial public offerings, mergers and acquisitions, common stock offerings, secured and unsecured debt offerings, and private placements of both debt and equity. Mr. Murphy began his banking career at Morgan Stanley in 1986 and held a number of senior positions including Vice Chairman, co-head of US Real Estate Investment Banking, and Head of Real Estate Private Capital Markets. He also served on the Investment Committee of the Morgan Stanley Real Estate Funds, a series of global real estate funds with over $35 billion in assets under management. During his 20 years with Morgan Stanley, Mr. Murphy and his teams executed numerous capital markets and merger and acquisition transactions including a number of industry-defining transactions. Mr. Murphy 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. Mr. Murphy currently serves as an independent director of Apartment Income REIT Corp (AIRC), a NYSE-listed apartment REIT, and serves on the Audit, Compensation and Human Resources, and Governance and Corporate Responsibility Committees of AIRC. He is also an independent director of CoreCivic (CXW), a NYSE-listed corporation that provides diversified government solutions in corrections and detention management. He serves on the Audit, Risk, and Nominating and Governance Committees at CXW. Mr. Murphy received a Bachelor of Arts in English and History with honors from the College of William & Mary and a Master of Business Administration from the University of Michigan.


			ROBERT F. MYERS
			Chief Operating Officer and Executive Vice President
			Age 50


Mr. Myers has served as our Chief Operating Officer since October 2010 and Executive Vice President since August 2020. Mr. Myers joined PECO in 2003 as a Senior Leasing Manager, was promoted to Regional Leasing Manager in 2005 and became Vice President of Leasing in 2006. He was named Senior Vice President of Leasing and Operations in 2009, Chief Operating Officer in 2010 and Executive Vice President in 2020. Before joining PECO, Mr. Myers spent six years with Equity Investment Group, where he started as a property manager in 1997. He served as director of operations for Equity Investment Group from 1998 to 2000 and as director of lease renegotiations/leasing agent for Equity Investment Group from 2000 to 2003. He received his Bachelor of Science in business administration from Huntington College in 1995.


			JOHN P. CAULFIELD
			Chief Financial Officer, Executive Vice President and Treasurer
			Age 42


Mr. Caulfield has served as our Chief Financial Officer and Treasurer since August 2019, and Executive Vice President since February 2022. Prior to that, he served as our Senior Vice President of Finance from January 2016 to August 2019, with responsibility for financial planning and analysis, budgeting and forecasting, risk management and investor relations. He served as Chief Financial Officer, Treasurer, and Secretary of REIT III from August 2019 to October 2019 when it merged with PECO. He joined PECO in March 2014 as Vice President of Treasury and Investor Relations. Prior to joining PECO, Mr. Caulfield served as Vice President of Treasury and Investor Relations with CyrusOne Inc. (Nasdaq: CONE) from February 2012 to March 2014 where he played a key role in the company’s successful spinoff and IPO from Cincinnati Bell (NYSE: CBB); the establishment of its capital structure and treasury function; and creation, positioning, and strategy of messaging and communications with investors and research analysts. Prior to that, he spent seven years with Cincinnati Bell, holding various positions in treasury, finance, and accounting, including assistant treasurer and director of investor relations. Mr. Caulfield has a Bachelor’s degree in accounting and a Master of Business Administration from Xavier University and is a certified public accountant.


			TANYA E. BRADY
			General Counsel, Chief Ethics & Compliance Officer, Executive Vice President and Secretary
			Age 55