UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
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Letter to Stockholders
March 24, 2023
Dear Fellow Stockholder,
On behalf of the Board of Directors and the entire PECO team, we cordially invite you to attend the 2023 Annual Meeting of stockholders of Phillips Edison & Company, Inc., a Maryland corporation. We are again holding the Annual Meeting via live webcast, which allows us to communicate in a more cost-efficient and environmentally conscious manner. Additionally, we are hopeful that more of you will be able to easily participate in this type of meeting format.
The Annual Meeting will be held on Tuesday, May 9, 2023, at 11:00 a.m. Eastern Time exclusively via live webcast at www.virtualshareholdermeeting.com/PECO2023. At the Annual Meeting, stockholders of record as of the close of business on March 17, 2023 will be asked to consider and vote upon various matters, as more fully described in this Proxy. On or about March 24, 2023, we will mail to our stockholders of record on March 17, 2023 a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access this Proxy Statement and our annual report, and how to vote online.
In 2022 our team delivered Same-Center NOI growth of 4.5% and grew occupancy to a record level of 97.4%. Our continued growth is a testament to our differentiated and focused strategy of exclusively owning grocery-anchored neighborhood shopping centers, to our integrated operating platform, and to the strength and resilience of our Neighbors. PECO continues to benefit from structural and macroeconomic trends that create strong tailwinds and retailer demand. These include population shifts from urban to suburban communities; the increase in hybrid work; the renewed importance of physical locations in last mile delivery; wage growth and low unemployment; and low supply and lack of new construction. With more than 70% of our rents coming from grocery anchors and Neighbors offering necessity-based goods and services, combined with our strong balance sheet, low leverage, and flexibility to be patient and opportunistic, we believe PECO is well positioned to deliver meaningful growth in 2023 and beyond.
Our exceptional results would not have been possible without the extraordinary efforts of all of our associates and the commitment and support from our Board of Directors. We are extremely proud of the work this team continues to accomplish each and every year.
Thank you for your continued support of PECO, the time you take to vote on the matters included herein and your participation in this year’s Annual Meeting.
 |  | ||||
Jeff Edison | Les Chao | ||||
Stockholder, Co-founder, Chairman & CEO | Stockholder and Lead Independent Director | ||||
2023 PROXY STATEMENT | |||||
Notice of Annual Meeting of Stockholders
2023 ANNUAL MEETING INFORMATION & PROXY STATEMENT SUMMARY
The 2023 Annual Meeting of Stockholders (“Annual Meeting”) will be held on Tuesday, May 9, 2023, at 11:00 a.m. Eastern Time exclusively via live webcast at www.virtualshareholdermeeting.com/PECO2023. At the Annual Meeting, stockholders of record as of the close of business on March 17, 2023 (“Record Date”) will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:
| ANNUAL MEETING OF STOCKHOLDERS: | PROPOSAL | BOARD’S VOTING RECOMMENDATION | PAGE REFERENCE (for more detail) | |||||||||||||||||
| DATE: | 1. Election of Directors | FOR each nominee | ||||||||||||||||||
| Tuesday, May 9, 2023 | ||||||||||||||||||||
| PLACE: www. | 2. Advisory Resolution | |||||||||||||||||||
| virtualshareholdermeeting.com/ | to Approve Executive | FOR | ||||||||||||||||||
| PECO2023 | Compensation | |||||||||||||||||||
| TIME: 11:00 a.m. Eastern Time | ||||||||||||||||||||
RECORD DATE: March 17, 2023 | 3. Ratification of | FOR | ||||||||||||||||||
| Independent Accountants | ||||||||||||||||||||
Stockholders will not be permitted to physically attend the Annual Meeting. To attend the Annual Meeting, you will need the 16-digit control number included on the Notice on your proxy card, or on the instructions that accompany your proxy materials. We will start the online check-in process at 10:45 a.m. Eastern Time. Please allow ample time to complete the online check-in procedures. The virtual meeting format is designed to provide the same rights to participate as you would have at an in-person meeting.
YOUR VOTE IS IMPORTANT! You are entitled to vote and participate in the Annual Meeting if you were a stockholder of record as of the Record Date. Whether or not you plan to attend the Annual Meeting, please authorize a proxy to vote your shares as soon as possible.
To be counted, a proxy authorization must be received by 11:59 p.m. Eastern Time on Monday, May 8, 2023.
If you own shares in a brokerage account, please instruct your broker on how to vote your shares. Your broker is not allowed to vote your shares without your instruction (except for Proposal #3 above). Please refer to information from your broker, bank or other nominee on how to submit voting instructions. Stockholders have three options for submitting their votes by proxy:
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
By Order of the Board of Directors,
Tanya E. Brady
General Counsel, Chief Ethics & Compliance Officer, Executive Vice President and Secretary
Dated: March 24, 2023
| 2023 PROXY STATEMENT | |||||||
Important Notice Regarding Internet Availability of Proxy Materials
We are pleased to furnish our proxy materials to stockholders primarily over the internet. We believe this process expedites stockholders’ receipt of proxy materials, lowers costs, and reduces the environmental impact of our Annual Meeting, which aligns with the Company’s broader sustainability goals. On or about March 24, 2023, we will mail to our stockholders of record as of the Record Date a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access this Proxy Statement and our annual report, and how to vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the internet, please follow the instructions for requesting such materials included in the Notice.
| 2023 PROXY STATEMENT | |||||||
Table of Contents | |||||
| About PECO | |||||
| 2022 Performance Highlights | |||||
Director Compensation | |||||
| Proposal 1: Election of Directors | |||||
| Environmental, Social, and Governance Highlights | |||||
| Corporate Governance and Compliance | |||||
| Environmental Stewardship | |||||
| PECO Core Values | |||||
| Social Responsibility | |||||
| Executive Officers | |||||
| Compensation Discussion And Analysis | |||||
| Related Party Transactions | |||||
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this Proxy Statement, other than historical facts, may be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (collectively with the Securities Act and Exchange Act, the “Acts”). These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, management of our Company and involve uncertainties that could significantly affect our financial results. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission (the “SEC”).
Additional important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include the risk factors and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 21, 2023, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Proxy Statement.
| 2023 PROXY STATEMENT | 1 | ||||||
About PECO
Phillips Edison & Company, Inc. (“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded in 1991, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers. Additionally, we operate a third-party investment management business providing property management and advisory services. Our portfolio primarily consists of neighborhood centers anchored by the #1 or #2 grocer tenants by sales within their respective formats by trade area. As of December 31, 2022, we wholly-owned or managed and operated 291 shopping centers. Our tenants, whom we refer to as “Neighbors,” are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services. We believe our locations are in fundamentally strong demographic markets throughout the United States. Our brick and mortar assets positively contribute to our Neighbors’ omni-channel strategies and act as the last mile delivery solution.
Our business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stockholders while acting as a responsible corporate citizen. We seek to achieve this objective by generating cash flows, income growth, and capital appreciation for our stockholders through our differentiated and focused strategy, responsible balance sheet management, and integrated operating platform. Our goal is to create great grocery-anchored shopping experiences and improve our communities, one center at a time.
We believe our differentiated strategy drives strong financial and operational performance and future growth, including showing resiliency during economic down cycles. Our strategy is to grow our portfolio by pursuing acquisitions in a disciplined manner, while maintaining an attractive leverage profile and flexible balance sheet to preserve our investment grade rating. We believe our internally-staffed, vertically-integrated operating platform to lease and manage omni-channel grocery-anchored neighborhood shopping centers will continue to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders.
| 2023 PROXY STATEMENT | 2 | ||||||
2022 Performance Highlights
Highlights of our performance for the year ended December 31, 2022 include:
$54.5M | 4.5% | $0.27 | $0.08 | |||||||||||||||||||||||
net income; a 216.4% increase from a year ago | growth to $361.2M of Same-Center NOI | improvement to $0.42 net income per diluted share attributable to stockholders | improvement to $2.27 of Core FFO per diluted share | |||||||||||||||||||||||
97.4% | 97.2% | 71.1% | $0.03 | |||||||||||||||||||||||
leased occupancy as of December 31, 2022, an increase of 110 basis points from a year ago | Annualized Base Rent (“ABR”) from omni-channel grocery-anchored shopping centers as of December 31, 2022 | ABR from Neighbors providing necessity-based goods and services as of December 31, 2022 | improvement to $1.82 in Adjusted FFO per diluted share | |||||||||||||||||||||||
90.7% | 11.9% | 24.8% | 12.3% | |||||||||||||||||||||||
| portfolio retention rate of expiring leases | comparable rent spreads for total executed new, renewal, and option leases compared to 8.0% in 2021 | stronger 2022 total return of shares of our common stock (“TSR”) vs. the performance of the FTSE Nareit All Equity REITs Index (“FNER”) | stronger 2022 TSR vs. the performance of the FTSE Nareit Equity Shopping Centers Index (“FNSC”) | |||||||||||||||||||||||
12.9% | $282.0M | $300M | Baa3 & BBB- | |||||||||||||||||||||||
increase in total ABR per leased square foot for executed new leases in 2022 | of asset acquisitions in 2022 | increase in total amount available under unsecured revolving credit facility to $800M | investment grade ratings reaffirmed from Moody’s Investment Services and S&P Global Ratings | |||||||||||||||||||||||
For a reconciliation of how we calculate Funds From Operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“Nareit FFO”), Core FFO, Adjusted FFO, and Same-Center Net Operating Income (“Same-Center NOI”) from Net Income calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), please see Annex A. Management believes these non-GAAP metrics are useful to investors and analysts, and are widely recognized as a measure of REIT operating performance.
| 2023 PROXY STATEMENT | 3 | ||||||
The following graph is a comparison of the cumulative TSR, the Standard and Poor’s 500 Composite Index (“S&P 500”), FNER, and FNSC. The graph assumes that $100 was invested on July 15, 2021 (the first trading day for shares of our common stock) and assumes the reinvestment of any dividends. The TSR shown on the graph below is not indicative of future performance.
| Investment Value ($) | |||||||||||||||||||||||
| 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 | |||||||||||||||
| 2023 PROXY STATEMENT | 4 | ||||||
Corporate Governance Highlights
Our Board of Directors (the “Board”) and executive management team are committed to excellence in corporate governance. Our Board has adopted Corporate Governance Guidelines that set forth the Board’s responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board.
These policies and guidelines can be found on our website at: www.phillipsedison.com/investors/governance.
BOARD COMPOSITION
The charts below highlight the tenure, diversity, independence and gender of our seven director nominees. More information about the composition of our Board and the nominees can be found on page 11 of this Proxy Statement.
ONGOING BEST PRACTICES
Through the Nominating and Governance Committee, the Board directly and regularly reviews developments in corporate governance and best practices and makes modifications to the committee charters and other key governance documents, policies and practices as necessary or desirable.
As part of our commitment to excellence in corporate governance, the following are examples of some of our policies that align more fully with current best practices:
| 2023 PROXY STATEMENT | 5 | ||||||
SUMMARY OF KEY CORPORATE GOVERNANCE FEATURES
| 2023 PROXY STATEMENT | 6 | ||||||
OUR DIRECTOR NOMINEES
The director nominees represent a broad diversity of experience, professions, skills, geographic representation and backgrounds, enabling the Board to lead and advise PECO on its most important matters. The majority of our director nominees have decades of leadership experience in real estate, finance and investment, including institutional experience with PECO and the REIT industry, and those who have joined our Board more recently bring new perspectives and insights, including in areas like sustainability. This breadth of experience enables our Board to help guide our strategy and oversee its execution by management. Several of our director nominees have served on boards of other public companies, which we believe is valuable in our new stage as a publicly-traded company, and each of our director nominees has demonstrated prudent judgment and integrity in highly competitive businesses.
The names and ages of the director nominees, together with certain biographical information and the experience, qualifications, attributes, and skills that led the Board to nominate and recommend that the director nominees continue to serve as directors are set forth below.
 | JEFFREY S. EDISON | ||||
| Chief Executive Officer and Chairman | |||||
| Director Since 2009 | |||||
| Age 62 | |||||
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. | ||
 | LESLIE T. CHAO | ||||||||||
| Lead Independent Director (Non-Management) | |||||||||||
| Director Since 2010 | Committee Membership: | Audit Committee (Chair) | |||||||||
| Age 66 | Nominating & Governance 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 & 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. | ||
| 2023 PROXY STATEMENT | 7 | ||||||
 | 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. | ||
| 2023 PROXY STATEMENT | 8 | ||||||
 | 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. | ||
 | 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. | ||
BOARD LEADERSHIP STRUCTURE
The Board believes it should have the flexibility to periodically (i) determine the leadership structure that is best for the Company and (ii) review such structure to determine whether it continues to serve the Company and its stockholders. The current leadership structure of the Board features the following:
| CHAIRMAN OF THE BOARD | Mr. Jeffrey S. Edison | ||||
| LEAD INDEPENDENT DIRECTOR | Mr. Leslie T. Chao | ||||
| BOARD COMMITTEES | Independent directors only | ||||
Since the Chairman of the Board (“Chairman”) is an employee of the Company, the Board also elects a Lead Independent Director from its independent directors. The Board believes this leadership structure provides a well-functioning and effective balance between strong management leadership and appropriate oversight by the Lead Independent Director. With Mr. Edison as both Chief Executive Officer (“CEO”) and Chairman, Mr. Chao as the Lead Independent Director, and committees comprised exclusively of independent directors, the Board believes this is the optimal structure to guide the Company and maintain the focus required to achieve the business goals and grow stockholder value.
Chairman of the Board
As Chairman, Mr. Edison presides over stockholder and Board meetings, oversees the setting of the agenda for those meetings and the dissemination of information about the Company to the Board, and represents the Company at public events. Mr. Edison has served as our Chairman and CEO since December 2009.
| 2023 PROXY STATEMENT | 9 | ||||||
Lead Independent Director
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.
| THE LEAD INDEPENDENT DIRECTOR SERVES AS THE PRINCIPAL LIAISON BETWEEN THE CHAIRMAN OF THE BOARD AND THE INDEPENDENT DIRECTORS | ||||||||
Director Independence
Currently, our Board consists of seven directors. Six of our seven directors and all members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are “independent” as defined by the rules of Nasdaq. The Nasdaq independence standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that each of our non-employee directors is “independent” as defined by Nasdaq.
Independent Director Executive Sessions
The independent directors hold regularly scheduled Board executive sessions and committee meetings without the presence of senior management and the non-independent director. The Lead Independent Director chairs these executive sessions, and the chairs of the applicable committees chair the committee meetings. In 2022, the independent directors met in executive session at all regularly scheduled Board and committee meetings.
Attendance
The Board held four meetings in 2022. Each director attended 100% of the meetings of the Board and each Board committee on which they then served. Each director also attended the 2022 Annual Meeting of stockholders. Each director is expected to make reasonable efforts to attend all meetings of the Board and committees on which the director serves, as well as the Company’s Annual Meeting of stockholders.
| 2023 PROXY STATEMENT | 10 | ||||||
BOARD DIVERSITY MATRIX
The table below provides certain highlights of the composition of our Board members and nominees as of March 24, 2023. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).a)
| Edison | Chao | Fischer | Quazzo | Silfen | Strong | Wood | Totals | |||||||||||||||||||
| Gender Identification | ||||||||||||||||||||||||||
| Male | X | X | X | X | X | 5 | ||||||||||||||||||||
| Female | X | X | 2 | |||||||||||||||||||||||
| Non-Binary | ||||||||||||||||||||||||||
| Gender Undisclosed | ||||||||||||||||||||||||||
| Total | 7 | |||||||||||||||||||||||||
| Other Categories of Identification | ||||||||||||||||||||||||||
| African American or Black | ||||||||||||||||||||||||||
| Alaskan Native or American Indian | ||||||||||||||||||||||||||
| Asian | X | 1 | ||||||||||||||||||||||||
| Hispanic or Latinx | ||||||||||||||||||||||||||
| Native Hawaiian or Pacific Islander | ||||||||||||||||||||||||||
| White | X | X | X | X | X | X | 6 | |||||||||||||||||||
| Two or More Races or Ethnicities | ||||||||||||||||||||||||||
| LGBTQ+ | ||||||||||||||||||||||||||
| Undisclosed | ||||||||||||||||||||||||||
| Total | 7 | |||||||||||||||||||||||||
BOARD COMMITTEES
The Board has established three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.
The current chairs and members of each committee are set forth below:
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 | |||||||||
The principal functions of each committee are described briefly below. Additionally, our Board may from time to time establish other committees to facilitate our Board’s oversight of management of the business and affairs of our Company. Each committee’s charter is available on our website at www.phillipsedison.com/investors/governance.
| 2023 PROXY STATEMENT | 11 | ||||||
| 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” | |||||||||||
Duties and Responsibilities:
•Oversee the reporting processes and financial exposure of the Company
•Select and engage the Company’s independent registered public accounting firm
•Monitor the integrity of the financial statements
•Oversee our system of internal control over financial reporting established by our management, and our audit and financial reporting process
•Review and monitor our compliance programs, and oversee our compliance with applicable laws and regulations
•Oversee, review and periodically update the Company’s Code of Business Conduct and Ethics and the Company’s system to monitor compliance and enforce the Code of Business Conduct and Ethics
Requirements:
•All members of the Audit Committee qualify as an “audit committee financial expert” as defined by applicable SEC regulations
•All members of the Audit Committee satisfy the independence requirements of Nasdaq and the independence rules for members of the Audit Committee issued by the SEC
•Each member of the Audit Committee is “financially literate” within the meaning of the Nasdaq rules
Audit Committee duties and responsibilities are set forth in further detail in the Audit Committee Charter, which may be found on our website: www.phillipsedison.com/investors/governance.
| 2023 PROXY STATEMENT | 12 | ||||||
| COMPENSATION COMMITTEE | |||||||||||
 | Total Members: | 3 | ü Dr. Strong, Chair | ||||||||
| 2022 Meetings: | 5 | ü All members independent | |||||||||
Duties and Responsibilities:
•Establish and preside over the overall compensation philosophy of the Company
•Review and approve corporate goals and objectives relevant to the CEO and other executive officers’ compensation, including annual performance objectives, if any
•Review and approve the compensation of the CEO and other executive officers
•Evaluate and approve director and executive officer compensation plans, policies and programs
•Assess and balance executive compensation risk to ensure that Company executives are not incentivized to take actions which create unnecessary risk for the Company
•Review and discuss with management the Compensation Discussion and Analysis required to be included in our proxy statement for the Annual Meeting of stockholders
•Make recommendations as to whether the Compensation Discussion and Analysis should be included in such proxy statement
•Provide a Compensation Committee Report in compliance with the applicable federal securities laws and regulations
Attributes:
•No member of the Compensation Committee was an officer or employee of the Company during 2022
•No member of the Compensation Committee is a former officer of the Company or was a party to any related party transaction involving the Company required to be disclosed under Item 404 of Regulation S-K during 2022
•During 2022, none of our NEOs served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of the Board or the Compensation Committee
•All members of our Compensation Committee satisfy the independence requirements of Nasdaq and the independence rules for members of the Compensation Committee issued by the SEC
Compensation Committee duties and responsibilities are set forth in further detail in the Compensation Committee Charter, which may be found on our website: www.phillipsedison.com/investors/governance.
| 2023 PROXY STATEMENT | 13 | ||||||
| NOMINATING AND GOVERNANCE COMMITTEE | |||||||||||
 | Total Members: | 3 | ü Ms. Fischer, Chair | ||||||||
| 2022 Meetings: | 4 | ü All members independent | |||||||||
Duties and Responsibilities:
•Establish criteria and qualifications for new directors
•Identify high-quality individuals with the skills and experience for nomination to the Board
•Evaluate candidates for nomination to the Board, including those recommended by stockholders
•Review and make recommendations concerning the size, structure and composition of the Board
•Recommend members of the Board to serve on Board committees and, if required, recommend the removal of committee member(s)
•Lead the annual Board performance review
•Consider possible conflicts of interest of directors and executive officers and questions of director independence
•Establish corporate governance practices, guidelines and policies to adopt for the Company
Additional Item of Note:
•All members satisfy the independence requirements of Nasdaq and the independence rules for members of the Nominating and Governance Committee issued by the SEC
Nominating and Governance Committee duties and responsibilities are set forth in further detail in the Nominating and Governance Committee Charter, which may be found on our website: www.phillipsedison.com/investors/governance.
BOARD’S ROLE IN RISK OVERSIGHT
While day-to-day risk management is primarily the responsibility of PECO’s management team, the Board is responsible for strategic planning and overall enterprise-wide supervision of our risk management activities. A key aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. Therefore, management provides periodic reports to the Board with respect to our operations, business strategies and the monitoring of related risks, and our Board discusses with management the appropriate level of risk for the Company. Our full Board oversees each of our corporate social responsibility, environmental, social and governance (“ESG”), and enterprise risk management programs. Management provides periodic updates on each program to the Board.
The Board also delegates oversight to the Audit and Compensation Committees to oversee selected elements of risk. Our Audit Committee selects and engages our independent registered public accounting firm, from whom it receives regular periodic reports regarding various areas of potential risk and oversees its independence. Our Audit Committee also oversees other financial risk exposures by (i) monitoring the integrity of our financial statements and our internal control over financial reporting, (ii) overseeing financial credit and liquidity risk by working with management to evaluate elements of financial and credit risk and advising on our financial strategy, capital structure and long-term liquidity needs, (iii) overseeing our internal audit function, and (iv) meeting periodically with financial management, independent auditors, and legal advisors for updates on risks related to our financial reporting function. Our Audit Committee also reviews and monitors our compliance programs, including the whistleblower program, and is tasked with overseeing, reviewing, and periodically updating our Code of Business Conduct and Ethics and the systems in place to monitor compliance and ensure enforcement. The Compensation Committee is responsible for overseeing risks related to our compensation policies and practices, and specifically the design of executive compensation to create incentives appropriate to our business strategy and stockholder interests without incentivizing actions which create unnecessary or excessive risk for the Company.
| 2023 PROXY STATEMENT | 14 | ||||||
CODE OF BUSINESS CONDUCT AND ETHICS
The Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers, and associates, including our principal executive, principal financial, and principal accounting officers. The Code of Business Conduct and Ethics is available on our website at www.phillipsedison.com/investors/governance. The Company will disclose within four business days any substantive changes in or any waivers of the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our website.
The Code of Business Conduct and Ethics sets forth our policies and expectations on several topics, including diversity, equity, and inclusion, workplace safety and health, business practices (including conflicts of interest), compliance with laws (including insider trading laws), use of our assets and interactions with outside parties and our community, and satisfies the SEC’s requirements for a code of ethics, as defined by Item 406 of Regulation S-K.
As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and associates are provided with the following avenues through which they can report violations or suspected violations of the Code of Business Conduct and Ethics, or any laws, rules, regulations or policies that apply to the Company: (i) speaking with their manager or department head, another trusted leader within the Company or our General Counsel, Chief Compliance Officer or Chief People Officer; (ii) a toll-free, third-party operated, phone number; and (iii) a website. The toll-free phone number and website are available 24 hours a day, seven days a week. Associates can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any person who makes a report in good faith.
SUCCESSION PLANNING
The Board is actively engaged in succession planning for executive roles, including the role of CEO. Succession plans are reviewed regularly to ensure the Company has a talent plan in place that will ensure uninterrupted performance in the event of changes within the management team or other key roles in the organization.
STOCK OWNERSHIP POLICY
The Board has implemented a Stock Ownership Policy (“SOP”) that is designed to focus our directors and named executive officers (“NEOs”) on long-term stockholder value creation. Our SOP sets stock ownership targets for non-employee directors as a multiple of their annual retainer and for our NEOs as a multiple of base salary. The stock ownership targets are to be achieved by directors and our NEOs over a maximum five-year period. If an SOP participant does not reach his or her target by the end of the required period, they must retain 100% of all equity held and subsequently awarded until they meet their target. Also, given that stock prices of all companies are subject to market volatility, our SOP requires that if a significant decline in our stock price occurs that causes a participant’s holdings to fall below their required threshold, such director or NEO must retain all shares until their target has again been achieved.
| Chief Executive Officer | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10x | ||||||||||||||||||||||||
| multiple of annual base salary | |||||||||||||||||||||||||||||||||||
| Lead Independent Director | ● | ● | ● | ● | 4x | ||||||||||||||||||||||||||||||
| multiple of retainer | |||||||||||||||||||||||||||||||||||
| Independent Directors | ● | ● | ● | ● | 4x | ||||||||||||||||||||||||||||||
| multiple of retainer | |||||||||||||||||||||||||||||||||||
| Non-CEO | ● | ● | ● | 3x | |||||||||||||||||||||||||||||||
| Named Executive Officers | multiple of annual base salary | ||||||||||||||||||||||||||||||||||
CORPORATE GOVERNANCE GUIDELINES
The Board has adopted Corporate Governance Guidelines, which are available on our website at www.phillipsedison.com/investors/governance.
| 2023 PROXY STATEMENT | 15 | ||||||
Director Compensation
Our director compensation program is intended to provide a total compensation package that enables the Company to attract and retain qualified and experienced directors, and to align our directors’ interests with those of our stockholders by including a substantial portion of their compensation in shares of our common stock. Non-employee director compensation is set by the Compensation Committee. Based upon an extensive analysis of director compensation of other publicly traded REITs undertaken by the Compensation Committee in 2021, we believe our director compensation program continues to be commensurate with our peers so that we continue to draw and keep qualified and experienced directors on our Board.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Cash Compensation
Under the director compensation program, each non-employee director is entitled to receive an annual cash retainer in the amount of $60,000. The Compensation Committee also approved additional annual cash retainers for directors as follows:
•Chair of Audit Committee: $25,000
•Chair of Compensation Committee: $15,000
•Chair of Nominating and Governance Committee: $15,000
•Non-Chair Audit Committee Member: $15,000
•Non-Chair Compensation Committee Member: $10,000
•Non-Chair Nominating and Governance Committee Member: $10,000
•Lead Independent Director: $40,000
In addition to annual cash retainers, each director is entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings in person.
Equity Compensation
In addition to cash retainers, each non-employee director will receive an annual grant of restricted stock covering a number of shares with a total award value equal to $110,000 immediately following each Annual Meeting. Each annual grant will vest in full on the earlier of (i) the date of the next Annual Meeting of our stockholders following the grant date (which, under the minimum vesting requirements contained in our 2020 Omnibus Incentive Plan, as amended, generally must be at least 50 weeks after the immediately preceding year’s Annual Meeting) or (ii) the first anniversary of the grant date, subject to the director’s continued service through the vesting date. As set forth in the chart below, as of March 24, 2023, all directors are in compliance with the applicable minimum targets of the common stock or common stock equivalent ownership levels required by our SOP (described above).
| Director | SOP Requirement ($) | 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 | ||||||
| 2023 PROXY STATEMENT | 16 | ||||||
DIRECTOR COMPENSATION TABLE
The following table sets forth the compensation of our non-employee directors who served on the Board during 2022. Mr. Edison did not receive any compensation for his service as a director and his compensation as a NEO is set forth in the Summary Compensation Table.
| 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 | ||||||||||
(1)Represents cash fees earned in 2022, certain of which were paid in 2023 in arrears.
(2)Represents the aggregate grant date fair value of restricted stock awards made to our directors in 2022, calculated in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”), excluding any estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these restricted stock awards, and do not correspond to the actual economic value that may be received by the director upon vesting of the awards. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements for the year ended December 31, 2022.
(3)As of December 31, 2022, each non-employee director held 6,757 shares of unvested restricted stock.
(4)Represents dividends paid on unvested restricted stock.
(5)Mr. Massey resigned from the Board effective March 22, 2023.
DIRECTOR NOMINATION PROCESS
Prior to each Annual Meeting of stockholders, or if applicable, a special meeting of stockholders at which directors are to be elected or re-elected, the Nominating and Governance Committee will recommend to the Board for nomination such candidates as the Nominating and Governance Committee has found to be well-qualified and willing and able to serve. The Nominating and Governance Committee is not limited to any specific process in identifying candidates and will consider candidates suggested by other members of the Board, as well as candidates recommended by stockholders. In addition, the Nominating and Governance Committee is authorized to retain search firms and other consultants to assist it in identifying candidates and fulfilling its other duties.
Board Membership Criteria
As described in the Company’s Corporate Governance Guidelines, both the Nominating and Governance Committee, in recommending director candidates to the Board, and the Board, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. The Board and Nominating and Governance Committee both take into account many factors in recommending candidates for a director position. These factors include, but are not limited to, the following criteria set forth in our Corporate Governance Guidelines for all candidates:
•Corporate management experience, such as serving as an officer or former officer of a publicly held company;
•Board member experience at another publicly held company;
•Professional and academic experience relevant to the real estate industry;
•Strength of leadership skills;
•Finance and accounting and/or executive compensation practices experience; and
•Ability to commit the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.
The Nominating and Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation, and backgrounds. The Nominating and Governance Committee does not assign specific weighting to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee and the Board monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure.
| 2023 PROXY STATEMENT | 17 | ||||||
Stockholder Nominees
Stockholders may directly nominate potential directors (without the recommendation of the Board) by satisfying the procedural requirements for such nomination as provided in Section 2.12 of our Bylaws. For stockholder nominees to be considered for nomination by the Board, recommendations made by stockholders must be submitted within the timeframe required to request a proposal to be included in the proxy materials. See “Stockholder Proposals and Director Nominations—2024 Annual Meeting of Stockholders” for more information. In evaluating the persons recommended by stockholders as potential directors, the Nominating and Governance Committee and the Board will consider each candidate without regard to the source of the recommendation and take into account those factors that the Nominating and Governance Committee and the Board determine are relevant.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
We have established several means for our stockholders to communicate concerns to the Board. If the concern relates to (i) our financial statements, accounting practices, or internal controls, then stockholders should submit the concern in writing directed to the Audit Committee Chair; (ii) our governance practices, business ethics, or corporate conduct, then stockholders should submit the concern in writing to the Lead Independent Director; or if uncertain as to which category a concern relates, then a stockholder should submit the concern in writing to the independent directors; in each case, by sending such communication or concern by mail to:
Phillips Edison & Company, Inc.
c/o Secretary
11501 Northlake Drive
Cincinnati, Ohio 45249
The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication,” and the letter should clearly state the intended recipient. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. Such communications may be done confidentially or anonymously.
Proposal 1: Election of Directors
You are being asked to elect seven director nominees to serve on our Board until the Company’s 2024 Annual Meeting of stockholders and until their respective successors are duly elected and qualify. Our nominees were selected by the Board, based on the recommendation of the Nominating and Governance Committee. All seven nominees currently serve on our Board. All nominees are willing to serve as directors, but if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee recommended by our Nominating and Governance Committee.
VOTE REQUIRED
Election of each of the nominees requires the affirmative vote of the majority of total votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Votes cast include votes against but exclude abstentions and broker non-votes with respect to a nominee’s election, and abstentions and broker non-votes will have no effect on the election of any director. The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an Annual Meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the Annual Meeting at which a quorum is present. The election of directors at our Annual Meeting this year is not contested.
| THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES | ||
| 2023 PROXY STATEMENT | 18 | ||||||
Environmental, Social and Governance Highlights
Being a responsible corporate citizen has always been integral to our corporate strategy, and we operate under a clear mission statement of “creating great omni-channel grocery-anchored shopping experiences and improving our communities, one shopping center at a time.” Our ESG team, led by our General Counsel, is comprised of an internal cross-functional group of seasoned professionals, including leaders from our Portfolio Management, Construction, Property Management, Leasing, Investor Relations, Marketing, Legal and Human Resources departments. The ESG team focuses on strategic sustainability initiatives to enhance resource efficiencies. We believe that sustainable business practices fit with our core value of “Do The Right Thing” while at the same time acting in the best interests of all our stakeholders by having a positive impact on our properties and the communities in which they are located. We participate in the Global Real Estate Sustainability Benchmark ("GRESB") Real Estate Assessment, and our Corporate Responsibility Report is designed to align with a number of the 17 United Nations Sustainable Development Goals.
As part of our ongoing ESG efforts, we can highlight the following achievements during 2022:
•Rated a top place to work by the Cincinnati Enquirer for the sixth consecutive time;
•100% of our eligible associates received grants of service-based restricted stock units in the Company;
•Provided scholarship funding for underrepresented students with real estate career aspirations;
•Provided programming for our associates focused on educating, raising awareness, and hosting events around holidays and remembrance days;
•Created two additional female focused development programs to develop future female leaders;
•Recognized for the third year in a row as one of the “Healthiest Employers of Ohio”;
•Outperformed our timeline to retrofit our portfolio to LED lighting;
•Continued our efforts toward reducing global gas emissions by installing 30 additional EV amenities at 11 of our shopping centers;
•Successfully continued to reduce water withdrawal as part of our water usage program and implemented a waste diversion program;
•Achieved a WELL Health-Safety recertification for our company headquarters in Cincinnati, Ohio;
•Green Lease Leader Winner - Gold Recognition - Landlord; and
•Conducted extensive cybersecurity training initiatives and campaigns.
Our team of seasoned professionals identifies opportunities in our redevelopment program, which includes outparcel development, footprint reconfiguration, anchor repositioning, and anchor expansions, among others. These projects create attractive sustainability opportunities to increase the overall value of our properties, while improving the environmental impact on our communities. Our ESG team has been and will continue to be focused on strategic sustainability initiatives to enhance resource efficiencies as part of that program.
| 2023 PROXY STATEMENT | 19 | ||||||
CORPORATE GOVERNANCE AND COMPLIANCE
We have a steadfast commitment to operating our business with the utmost integrity and the highest ethical standards as stewards of our investors’ capital. We believe our corporate governance structure closely aligns our interests with those of our stockholders. Notable features of our structure include: (i) each of our directors being subject to election annually; (ii) a charter that prevents us from classifying our Board unless we receive prior stockholder approval; (iii) we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law; (iv) no stockholder rights plan and
we will not adopt one without stockholder approval or stockholder ratification within 12 months of adoption of such a plan; (v) a SOP that requires each director, our CEO and each other NEO to own a certain amount of our equity; and (vi) bylaws that permit our stockholders to alter or replace our bylaws upon the affirmative vote of a majority of the votes entitled to be cast.
We operate under the direction of our Board, which is comprised of seven directors, six of whom are independent per applicable Nasdaq and SEC rules, and compliant with the diverse director requirements under Nasdaq’s Board Diversity Rule. Our Audit, Nominating and Governance, and Compensation Committees are comprised solely of independent directors who complete annual self-assessments. Our Board has adopted Corporate Governance Guidelines that, among other things, establish criteria and expectations for our directors, and our Nominating and Governance Committee has responsibility for evaluating our Board. We are cognizant of “overboarding,” and none of our directors serve on more than two other public company boards.
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. | ||||||||
Our full Board oversees each of our corporate social responsibility, ESG and enterprise risk management programs, and our Audit Committee oversees our robust ethics and compliance program. Management provides periodic updates on each program to the Board.
All PECO associates are required to complete regular training on our Code of Business Conduct and Ethics and Insider Trading Policy, and we provide annual Code of Conduct Compliance Certifications to our Chief Ethics and Compliance Officer. We also encourage our associates to speak up when our ethics standards are not being met, by maintaining both a third-party, independently operated, 24-hour ethics hotline and website for reporting concerns and keeping our Audit Committee apprised of all reported concerns.
| 2023 PROXY STATEMENT | 20 | ||||||
ENVIRONMENTAL STEWARDSHIP
We believe that sustainable business practices fit with our core value of “Do the Right Thing,” while at the same time being in the best interests of all our stakeholders by having a positive impact on our properties and the communities in which they are located. We participate in the GRESB Real Estate Assessment, and our Corporate Responsibility Report is designed to align with a number of the 17 United Nations Sustainable Development Goals. Our sustainability initiatives include energy efficiency, alternative power sources, water conservation, sustainable design and waste management, among others. Through these initiatives, we continue to make progress towards mitigating the environmental impact of our shopping centers.
In our ongoing commitment to sustainability, we can highlight the following achievements during 2022:
ü Completion of the retrofit of 92% of our portfolio to LED, which puts us well ahead of our goal to retrofit 100% of our portfolio by 2025.
ü 17 solar array systems installed at our shopping centers producing over 4.5MW of solar energy.
ü Over 55 million gallons of water conserved through the implementation of xeriscaping and our “Smart Water Control Program,” which in turn has generated cost savings of $0.9 million.
ü Establishment of a new waste diversion program aimed at achieving a 25% total diversion rate at eligible properties by 2030.
ü Completing the installation of an additional 30 EV charging stations at our shopping centers such that we now provide EV charging amenities at 22% of our properties; well ahead of our goal of installing EV amenities at 50% of our eligible properties by 2030.
ü Achieved Gold Recognition from the 2022 Green Lease Leaders Program, organized by the Institute for Market Transformation and the U.S. Department of Energy’s Better Buildings Alliance, in recognition of our industry leading efforts in our standard lease agreements to spur collaboration on energy efficiency, decarbonization, cost savings, health, and a range of other environmental and social issues.
| 2023 PROXY STATEMENT | 21 | ||||||
PECO CORE VALUES
We strive to have a strong corporate culture based on our core values - DO THE RIGHT THING., HAVE FUN & GET IT DONE., THINK BIG. ACT SMALL., and ALWAYS KEEP LEARNING. Our corporate culture and core values are designed to drive accountability in all aspects of our business with the overarching goal of achieving long term growth and value creation for our stakeholders.
| 2023 PROXY STATEMENT | 22 | ||||||
SOCIAL RESPONSIBILITY
Our culture is driven by our team’s connection to each other and the communities in which we live and work. Our associates are one of our most valuable resources, and we strive to have an outstanding culture that is collaborative, inclusive and that provides significant opportunities for professional and personal development. Our local teams and property managers are passionate about the Neighbors whom they work with daily and engaging with the shoppers at our centers and the local surrounding communities. Their passion for their work and the communities where we operate helps drive great shopping experiences at our centers and improve the communities in which they are located.
The Company is committed to a culture that is inclusive and that supports a sense of belonging amongst associates. We refer to this commitment as Building Space For All. In building space for all, we strive to cultivate a workplace where diverse perspectives and experiences are welcomed and respected, and where our people feel encouraged to discuss diversity, equity and inclusion.
As an outward demonstration of the Company’s commitment to Building Space For All, in 2021, Jeff Edison, our CEO, signed the CEO Action For Diversity & Inclusion™ pledge on behalf of the Company. The pledge outlines a specific set of actions signatory CEOs commit to take to cultivate a trusting environment where all ideas are welcome and associates feel comfortable and empowered to have discussions about diversity and inclusion. The Company actively supports efforts on behalf of industry group ICSC (Innovating Commerce Serving Communities) and their Launch Academy, which was designed to recruit and prepare racially or ethnically diverse undergraduate students for a career in the commercial real estate industry. In addition to assisting with development of the Launch Academy curriculum, PECO sponsors a scholarship awarded annually to a student interested in pursuing a career in commercial real estate.
Associate-Led Business Resource Groups
In addition, we encourage and strongly support associate-led business resource groups, such as PECO MORE, PECO NOW, and PECO Community Partnership (as described below). These groups give our associates opportunities to effect positive change within our Company, our industry, and our communities.
| 2023 PROXY STATEMENT | 23 | ||||||
PECO MORE (Multicultural Opportunities, Resources and Education) is dedicated to furthering diversity and inclusion within PECO, the communities we serve, and the commercial real estate industry. PECO MORE focuses on providing education, raising awareness, and hosting events around holidays and celebrations like Veterans Day, the Chinese New Year, Black History Month, Pride Month, and Dia de los Muertos (Day of the Dead).
PECO NOW (Networking Opportunities for Women), whose mission is to focus on fostering a community where every woman at PECO understands her value, is inspired to share her perspectives, and has courage to make decisions. Since the group’s inception, the number of women in leadership at PECO has tripled. PECO NOW has focused on increasing leadership opportunities for numerous female associates. We currently have 15 women in roles at the VP level or higher, including three women in the C-Suite, and two women who are independent directors on our Board.
PECO Community Partnership is dedicated to encouraging community involvement and connecting associates to causes important to them, providing associates at every level and in different locations with an opportunity to participate. In 2022, the PECO Community Partnership sponsored six community service-focused events that associates participated in, ranging from meal delivery, holiday giving, repair work, and food pantry organization that resulted in over 380 hours of community service.
| 2023 PROXY STATEMENT | 24 | ||||||
Executive Officers
Below is certain information about our current NEOs as of the date of this Proxy Statement.
| 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. | ||
 | DEVIN I. MURPHY | ||||
| President | |||||
| Age 63 | |||||
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. | ||
| 2023 PROXY STATEMENT | 25 | ||||||
 | 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 | |||||
Ms. Brady has served as our General Counsel since January 2015, as Secretary since November 2018, as Chief Ethics & Compliance Officer since August 2021, and as Executive Vice President since February 2022, prior to which she served as Senior Vice President. She joined PECO in 2013 as Vice President and Assistant General Counsel. She has over 20 years of experience in commercial real estate and corporate transactions, including joint venture and fund formation matters, structuring and negotiating asset and entity-level acquisitions and dispositions and related financings, the sales and purchases of distressed loans, and general corporate matters. She also has extensive commercial leasing and sale leaseback experience. Prior to joining PECO, Ms. Brady was a partner at the law firm of Kirkland & Ellis LLP in Chicago, Illinois. Prior to that, she held associate positions at the law firms of Freeborn & Peters LLP (Chicago), King & Spalding LLP (Atlanta), and Scoggins & Goodman, P.C. (Atlanta). Ms. Brady received a Bachelor of Civil Law degree with honors from the National University of Ireland College of Law in Dublin, Ireland, and a Juris Doctor from DePaul University College of Law in Chicago. She is licensed to practice in Illinois, Georgia, Ohio, and Utah. | ||
| 2023 PROXY STATEMENT | 26 | ||||||
Compensation Discussion and Analysis
OVERVIEW
Named Executive Officers
This Compensation Discussion and Analysis describes our compensation program as it relates to our named executive officers, or NEOs. For 2022, our NEOs were:
•Jeffrey S. Edison, Chairman and CEO;
•Devin I. Murphy, President;
•Robert F. Myers, Chief Operating Officer and Executive Vice President;
•John P. Caulfield, Chief Financial Officer, Executive Vice President and Treasurer; and
•Tanya E. Brady, General Counsel, Chief Ethics & Compliance Officer, Executive Vice President and Secretary.
Summary of Key Compensation Practices
WHAT WE DO ü | |||||
| ü | DO base a significant portion of our executive officers’ total compensation opportunity on performance which is not guaranteed | ||||
| ü | DO have a formulaic annual incentive bonus program based on goals for management | ||||
| ü | DO align the interests of our executive officers with our stockholders by awarding a significant percentage of their equity compensation in the form of multi-year, performance-based equity awards | ||||
| ü | DO enhance executive officer retention with time-based, multi-year vesting equity incentive awards | ||||
| ü | DO have a Compensation Committee comprised solely of independent directors, that engages an independent compensation consultant | ||||
| ü | DO subject named executive officers to stock ownership guidelines | ||||
WHAT WE DON’T DO û | |||||
| û | NO “single-trigger” change in control cash severance payments | ||||
| û | NO guaranteed annual salary increases or minimum cash bonuses | ||||
| û | NO tax gross-up payments to any of our executive officers | ||||
| û | NO repricing or buyouts of stock options without prior stockholder approval | ||||
| û | NO hedging or pledging with respect to our securities | ||||
| 2023 PROXY STATEMENT | 27 | ||||||
Summary of Fixed and At Risk Pay Elements
The fixed and at risk pay elements of NEO compensation are reflected in the table and charts below:
| ELEMENT | FORM | DESCRIPTION | ||||||||||||
Fixed Compensation | Base Salary | Cash | •Designed to compensate executive officers for services rendered on a day-to-day basis •Provides guaranteed cash compensation to secure services of our executive talent •Established based on scope of responsibilities, experience, performance, contributions, and internal pay equity considerations •Compensation Committee reviews annually | |||||||||||
| Variable/ At-Risk Compensation | Annual Incentive Plan | Cash Bonus | •Designed to encourage outstanding individual and Company performance by motivating executives to achieve short-term Company and individual goals by rewarding performance measured against key annual strategic objectives •2022 Company performance metrics were Adjusted FFO per share and Same-Center NOI growth | |||||||||||
| Long-Term Incentive Plan | Performance- Based Awards | •Compensation Committee believes a substantial portion of each executive’s compensation should be in the form of long-term equity incentives •Designed to encourage management to create stockholder value over the long term; value of equity awards directly tied to changes in value of our common stock over time •2022 awards were 60% performance-based and 40% time-based, as more fully described below | ||||||||||||
| Time- Based Awards | ||||||||||||||
| 2023 PROXY STATEMENT | 28 | ||||||
The following charts illustrate each NEO’s base salary, target annual cash incentive award, and target long-term equity incentive award as a percentage of total target compensation for 2022:
| 2023 PROXY STATEMENT | 29 | ||||||
EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY
The key objectives of our executive compensation program are to: (i) attract, motivate, reward, and retain superior executive officers with the skills necessary to successfully lead and manage our business; (ii) achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and (iii) incentivize our executive officers to build value and achieve financial objectives designed to increase the value of our business through short-term and long-term incentive compensation programs. For our executive officers, these short-term and long-term incentives are designed to accomplish these objectives by providing a significant correlation between our financial results and their actual total compensation.
We expect to continue to provide our executive officers with a significant portion of their compensation through cash incentive compensation contingent upon the achievement of financial and individual performance metrics as well as through equity compensation. These two elements of executive compensation (cash and equity) are aligned with the interests of our stockholders because the amount of compensation ultimately received will vary with our financial performance. Our SOP and our Insider Trading Policy further align the interests of our NEOs with the long-term interests of our stockholders. We seek to apply a consistent compensation philosophy for all executive officers.
SETTING EXECUTIVE COMPENSATION
The Compensation Committee is responsible for approving the compensation of our CEO and other executive officers. When setting executive compensation, the Compensation Committee considers our overall Company performance, including our achievement of financial goals, and individual performance. The Compensation Committee also considers compensation paid by similarly situated REITs for their executive roles. In addition, the Compensation Committee continues to consider the projected performance and strategic outlook for the Company, the changing roles and responsibilities of our executive officers, and the expected future contributions of our executive officers. The Compensation Committee believes that understanding competitive market data is an important part of its decision-making process; while this exercise does not perfectly capture all the unique aspects of our business, typically it provides a solid foundation upon which to base executive compensation decisions.
In determining appropriate compensation levels for our CEO, the Compensation Committee meets outside the presence of management and the CEO. With respect to the compensation levels of all other executives, the Compensation Committee meets outside the presence of all executive officers except our CEO. Our CEO annually reviews the performance of each of the other executives with the Compensation Committee.
Role of Compensation Consultant
The Compensation Committee engaged Ferguson Partners Consulting (“FPC”) to provide guidance regarding our executive compensation program for 2022. FPC regularly attends Compensation Committee meetings at the Compensation Committee’s invitation. The Compensation Committee performs an annual assessment of the compensation consultant’s independence to determine whether the consultant is independent. During 2022, FPC did not provide services to the Company other than the services provided to the Compensation Committee. The Compensation Committee has determined that FPC is independent and that its work has not raised any conflicts of interest.
Benchmarking and Peer Group Comparisons
The Compensation Committee reviews competitive compensation data from a select group of peer companies and broader survey sources. Although comparisons of compensation paid to our NEOs relative to compensation paid to similarly situated executives in the survey and by our peers assist the Compensation Committee in determining compensation, the Compensation Committee principally evaluates executive compensation based on corporate objectives and individual performance.
For 2022, FPC proposed, and the Compensation Committee approved, the use of the following peer group of companies (with whom we compete for talent) to benchmark our pay practices. The companies considered by FPC in developing the peer group included other shopping center focused public REITs, generally between 0.5x and 2.0x the Company’s size, companies which analysts generally compare our performance against and other companies within the Nareit Shopping Center REIT Index of comparable total capitalization.
| 2023 PROXY STATEMENT | 30 | ||||||
| Acadia Realty Trust | InvenTrust Properties Corp. | Retail Opportunity Investments Corp. | ||||||
| American Assets Trust, Inc. | Kimco Realty Corporation | SITE Centers Corp. | ||||||
| Brixmor Property Group Inc. | Kite Realty Group Trust | Spirit Realty Capital, Inc. | ||||||
| Federal Realty Investment Trust | Regency Centers Corporation | |||||||
To further assess our compensation levels for 2022, FPC also furnished a report to the Compensation Committee that compared the compensation of our executive officers to data in the survey provided by the National Association of Real Estate Investment Trusts, or Nareit (the “Nareit Survey”). The Nareit Survey includes 123 REITs and provides a broad market reference of REITs, including retail REITs, many of which compete with us for executive talent.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
| 97% | ||||||||||||||
| 2022 SAY ON PAY | ||||||||||||||
| VOTING RESULTS | ||||||||||||||
Each year, the Compensation Committee considers the outcome of the stockholder advisory vote on executive compensation when making future decisions relating to the compensation of our NEOs and our executive compensation program and policies. In 2022, stockholders showed support for our executive compensation programs, with more than 97% of the votes cast for the approval of the “say-on-pay” proposal at our 2022 Annual Meeting of stockholders. The Compensation Committee believes that this support is attributable to its commitment to continuing the alignment of our NEOs’ compensation with the Company’s performance.
ELEMENTS OF EXECUTIVE COMPENSATION
Annual base salary, annual cash incentive, and long-term equity incentives are the primary elements of our executive compensation program, and, on an aggregate basis, they are intended to substantially satisfy our program’s overall objectives. The Compensation Committee seeks to set each of these elements of compensation at the same time to enable it to simultaneously consider all significant elements and their impact on compensation as a whole. Taking this comprehensive view of all compensation components also allows the Compensation Committee to make compensation determinations that reflect the principles of our compensation philosophy. We strive to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives and philosophy; however, the Compensation Committee does not apply any rigid allocation formula in setting our executive compensation and may make adjustments to this approach for various positions after giving due consideration to prevailing circumstances, internal pay equity, and each individual’s responsibilities, experience and performance. The Compensation Committee seeks to establish an appropriate mix of cash payments and equity awards to meet our short-term and long-term goals and objectives.
Base Salary
We provide base salaries to our NEOs to compensate them for services rendered on a day-to-day basis. Base salaries also provide guaranteed cash compensation to secure the services of our executive talent. The base salaries of our NEOs are primarily established based on the scope of their responsibilities, experience, performance, and contributions, and internal pay equity considerations, taking into account comparable company data provided by our compensation consultant and based upon the Compensation Committee’s understanding of compensation paid to similarly situated executives, adjusted as necessary to recruit or retain specific individuals. The Compensation Committee reviews the base salaries of our executive officers annually and may also increase the base salary of an executive at other times if a change in the scope of his or her responsibilities, such as a promotion, justifies such consideration.
We believe that providing a competitive base salary relative to the companies with which we compete for executive talent is a necessary element of a compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward our executive officers for their overall performance. Accordingly, the compensation philosophy and approach of the Compensation
| 2023 PROXY STATEMENT | 31 | ||||||
Committee is to generally provide a base salary for each of our executive officers at or near the 50th percentile base salary amount of similarly situated executives at companies in the Nareit Survey with adjustments made to account for other factors such as the executive’s responsibilities and experience, and internal pay equity. Based on such review, Mr. Caulfield received a 14% increase to his base salary in 2022 and each of Messrs. Edison, Murphy, and Myers and Ms. Brady received a 4% increase to their base salaries in 2022. The following table presents the annual base salary of each of our NEOs for 2021 and 2022:
| Executive Officer | 2021 Base Salary ($) | 2022 Base Salary ($) | % Increase | ||||||||
Jeffrey S. Edison(1) | $ | 850,000 | $ | 884,000 | 4 | % | |||||
Devin I. Murphy(1) | 490,000 | 509,600 | 4 | % | |||||||
Robert F. Myers(1) | 490,000 | 509,600 | 4 | % | |||||||
| John P. Caulfield | 363,000 | 413,000 | 14 | % | |||||||
| Tanya E. Brady | 365,000 | 379,600 | 4 | % | |||||||
(1)Prior to this 4% increase in base salary, the most recent base salary increase for Messrs. Edison, Murphy, and Myers occurred in 2019.
2022 Annual Cash Incentive Program
Program Design
In February 2022, the Compensation Committee, in consultation with FPC, approved the 2022 annual cash incentive program for our executive officers. The 2022 annual cash incentive program used the same Company performance measures, Adjusted FFO per share and Same-Center NOI growth, as in 2021. Accordingly, under the 2022 annual cash incentive program, for all executive officers, the weighting of Company and individual performance was as follows:
The Compensation Committee chose the relative weighting of the performance measures in the chart above based on its desire to emphasize financial results while maintaining a focus on non-financial initiatives.
Company Performance Goals
The Compensation Committee believes that Adjusted FFO per share is an appropriate and effective measure of annual Company-wide performance. Adjusted FFO is a non-GAAP performance measure that is calculated as Core FFO adjusted to subtract recurring capital expenditures, tenant improvement costs, and leasing commissions and exclude: (i) straight-line rent and non-cash adjustments, such as amortization of market lease adjustments, debt discounts, deferred financing costs, and market debt adjustments; (ii) non-cash share-based compensation expenses; and (iii) our prorated share of the aforementioned adjustments for our unconsolidated joint ventures. Core FFO is derived from Nareit FFO. Core FFO adjusts Nareit FFO for (i) depreciation and amortization of corporate assets; (ii) changes in the fair value of the earn-out liability; (iii) amortization of unconsolidated joint venture basis differences; (iv) gains (or losses) on the extinguishment or modification of debt and other; (v) other impairment charges; (vi) transaction and acquisition expenses; and (vii) realized performance income. Adjustments for unconsolidated partnerships and unconsolidated joint ventures are calculated to reflect Core FFO and Adjusted FFO on the same basis. Nareit FFO is a non-GAAP performance financial measure that is widely recognized as a measure of REIT
| 2023 PROXY STATEMENT | 32 | ||||||
operating performance. Nareit FFO is net income (loss) computed in accordance with GAAP, excluding: (i) gains (or losses) from sales of property and gains (or losses) from change in control; (ii) depreciation and amortization related to real estate; (iii) impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures; and (iv) adjustments for unconsolidated partnerships and joint ventures, calculated to reflect FFO on the same basis. For a reconciliation of how we calculate Nareit FFO, Core FFO, Adjusted FFO, and Same-Center NOI from GAAP Net Income, please see Annex A.
The Compensation Committee believes that Same-Center NOI growth is an appropriate and effective measure of financial performance compared to the prior year. Same-Center NOI is a non-GAAP performance financial measure that is widely used to highlight operating trends such as occupancy rates, rental rates, and operating costs on shopping centers that were operational for both comparable periods.
The 2022 performance criteria for the Company performance metrics is set forth in the table below. Performance achievement between designated levels is interpolated. Payout is based 50% on achievement against Adjusted FFO per share goals, 20% against Same-Center NOI Growth and 30% based on individual performance. The maximum payout for each metric is 150% of target, regardless of performance achieved. The threshold levels were set based on a level of performance that was believed to be achievable in order to motivate and retain the Company’s executives. The target levels were set based on a level of operating performance that was believed to be aggressive, but obtainable. The maximum levels were set based on a level of operating performance that was believed to be realizable, but only as a result of exceptional performance. The Compensation Committee has the discretion to adjust the performance goals used to determine performance achievement to take into account extraordinary, unusual or infrequently occurring events and transactions not anticipated at the time the performance goals were set. No adjustments were made to the originally set 2022 performance goals.
Short-Term Incentive Program Performance Against Performance Targets
The 2022 performance criteria for the Company performance metrics, and our actual performance, are set forth below:
| Threshold | Target | Maximum | |||||||||||||||
| Performance Metric | (0.5x Payout) | (1.0x Payout) | (1.5x Payout) | Actual | Weighting(1) | ||||||||||||
Adjusted FFO per Share(2) | $ | 1.75 | $ | 1.82 | $ | 1.92 | $ | 1.82 | 50 | % | |||||||
Same-Center NOI Growth | 3.0 | % | 3.5 | % | 4.5 | % | 4.5 | % | 20 | % | |||||||
(1)30% of the short-term incentive is based on individual performance metrics.
(2)See Annex A starting on page A-1 for definition and reconciliation.
The Company’s actual performance as compared to the target goals for Adjusted FFO per share achieved target performance yielding 50% payout after weighting, and Same-Center NOI Growth achieved maximum performance yielding 30% payout after weighting, totaling 80% of target payout opportunity for achievement of the Company goals.
Individual Performance Goals
The Compensation Committee also reviewed the performance of each NEO against his or her individual goals, which represents 30% of the payout opportunity under the annual cash program. The individual goals, as originally set in February 2022, included, for all NEOs, individual performance related to the achievement of the Company’s financial and operational performance targets and leadership goals, as well as the individual goals for each NEO described below.
•Mr. Edison: Goals relating to creating and advancing the Company’s strategic vision, the Company’s strategy to maximize long term value and institutional investor and partner relations.
•Mr. Murphy: Goals relating to revenue and profitability of the Company’s investment management business, performance and liquidation plans for unconsolidated joint ventures and cost controls.
•Mr. Myers: Goals relating to launching development/redevelopment projects within budget, budgeted acquisitions and dispositions and cost controls.
•Mr. Caulfield: Goals relating to the Company’s leverage, leading COSO/SOX strategy and cost controls.
| 2023 PROXY STATEMENT | 33 | ||||||
•Ms. Brady: Goals relating to overseeing the Company’s transactional activity, advising with respect to the Company’s investment management business, cost controls and leading ESG strategy.
The Compensation Committee determined that for 2022 the individual goals for each NEO were achieved above target performance yielding a 35% payout after weighting, which when combined with the 80% payout on the Company performance goals, yielded a total cash incentive payout of 115%.
2022 Cash Target Awards and Resulting Awards Earned
Based on the results described above, the following table shows the annual cash incentive target award and the actual amount earned by each NEO for 2022:
Total Award Earned and Paid | |||||||||||
| Executive | Target Award ($) | Amount Earned ($) | % of Target | ||||||||
| Jeffrey S. Edison | $ | 1,300,000 | $ | 1,495,000 | 115 | % | |||||
| Devin I. Murphy | 509,600 | 586,040 | 115 | % | |||||||
| Robert F. Myers | 509,600 | 586,040 | 115 | % | |||||||
| John P. Caulfield | 242,000 | 278,300 | 115 | % | |||||||
| Tanya E. Brady | 182,000 | 209,300 | 115 | % | |||||||
The Compensation Committee has established the 2023 short-term incentive program, with updated goals, on substantially the same terms as the 2022 program.
Long-Term Equity Incentive Program
The Compensation Committee believes that a substantial portion of each executive’s annual compensation should be in the form of long-term equity incentive awards. Long-term equity incentive awards encourage management to create stockholder value over the long term because the value of the equity awards is directly attributable to changes in the value of our common stock over time. In addition, long-term equity incentive awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. As such, the purpose of our Long-Term Equity Incentive Program (“LTI Program”) is to further align the interests of our stockholders with that of management by encouraging our NEOs to remain employed by us for the long term and to create stockholder value in a “pay for performance” structure.
2022 Long-Term Equity Incentive Program
| 2022 LTI Program Highlights Performance Stock Units | ||||||||
| Majority Performance Based | •Our performance stock units represent 60% of our LTI Program and are earned based upon our TSR relative to the FTSE Nareit Equity Shopping Center Index. | |||||||
| 100% Relative TSR | ||||||||
| Absolute TSR Modifier | •Additionally, earned awards are capped at target payout if the Company TSR percentage is negative for the performance period, but can be earned if this becomes positive as measured from the beginning of the performance period to the last day of any calendar quarter within five years following the performance period. | |||||||
In February 2022, the Compensation Committee approved the 2022 LTI Program for NEOs. Pursuant to the 2022 LTI Program, we issued awards, or LTI Awards, in the form of time-based vesting units representing 40% of 2022 LTI Award value and performance-based vesting units representing 60% of 2022 LTI Award value.
As part of our annual grant process for our LTI Awards, each NEO is given the opportunity to elect to receive the annual time-based and performance-based LTI Awards in the form of either (i) rights with respect to common stock, or (ii) rights with respect to units in Phillips Edison Grocery Center Operating Partnership I, L.P. (our “Operating Partnership”) (“OP Units”). These elections are completed prior to the grant date of the respective LTI Award. If rights with respect to common stock are elected by the individual, then the LTI Award is in the form of time-based restricted
| 2023 PROXY STATEMENT | 34 | ||||||
stock units (“RSUs”) or performance-based RSUs, as applicable. If rights with respect to OP Units are elected by the individual, then the LTI Award is in the form of time-based Class B limited partnership units of our Operating Partnership (“Class B Units”) or performance-based Class C limited partnership units of our Operating Partnership (“Class C Units”). Class B Units and Class C Units are intended to qualify as profits interests in the Operating Partnership and, pursuant to our Operating Partnership’s partnership agreement, automatically convert on a one-for-one basis into OP Units once the Class B Units or Class C Units, as applicable, achieve parity with the OP Units (based on capital account balance per unit) and have satisfied all applicable time-vesting and performance-vesting conditions. For 2022, Messrs. Edison, Murphy, Myers and Caulfield and Ms. Brady each elected to receive Class B Units for their time-based and Class C Units for their performance-based LTI Awards.
Under the 2022 LTI Program, each NEO’s performance-based LTI Award represented 60% of the aggregate value of the NEO’s target award and each NEO’s time-based LTI Award represented 40% of the aggregate value of the NEO’s target award. In February 2022, the Compensation Committee determined the grant values denominated in dollars for the performance-based LTI Awards (the target grant values for the time-based LTI Awards had been determined in February 2021 for grants made in February 2022 based on the Committee’s assessment of the executive’s 2021 performance). The LTI Awards, Class B and Class C Units, were then formally granted on March 1st based on our closing stock price on the date of grant. The time-based LTI Awards vest in equal 25% annual installments over a four-year period, subject to the executive’s continued employment through the relevant vesting dates. The performance-based LTI Awards are earned based on the achievement of specified performance metrics measured at the end of the three-year performance period and are subject to vesting as described below.
For performance-based LTI Awards, the maximum number of shares or units that can be earned are awarded on the date of grant, representing two times the target number that can be earned. At the end of the performance period, 50% of the earned performance-based LTI Awards granted to Messrs. Edison, Myers and Caulfield and Ms. Brady vest at the end of the three-year performance period and the remaining 50% of the earned performance-based LTI Awards vest one year later, subject to continued employment through the applicable vesting period. 100% of the earned performance-based LTI Awards granted to Mr. Murphy vest at the end of the three-year performance period. The Compensation Committee may, in its discretion, accelerate the vesting schedule.
The 2022 LTI Awards granted to our NEOs in March 2022 are set forth in the table below. The amounts set forth below reflect the 2022 LTI Awards the dollar-denominated value approved by the Compensation Committee. The dollar-denominated value of the performance-based awards represents the target level of performance achievable under the 2022 LTI Program, which is 50% of the maximum performance-based award that can be earned and paid. The number of performance-based awards granted each year is equal to the maximum amount that can be earned, and if such maximum amount is not earned, the performance-based awards that are not earned are forfeited.
| Time-Based | Performance-Based | Total LTI Award Values | |||||||||
| LTI | LTI Awards at | Granted in 2022 at | |||||||||
| Name | Awards ($) | Target ($) | Target ($)(1) | ||||||||
| Jeffrey S. Edison | $ | 1,170,011 | $ | 1,825,204 | $ | 2,995,215 | |||||
| Devin I. Murphy | 360,001 | 561,599 | 921,600 | ||||||||
| Robert F. Myers | 360,001 | 561,599 | 921,600 | ||||||||
| John P. Caulfield | 145,211 | 397,784 | 542,995 | ||||||||
| Tanya E. Brady | 79,986 | 239,990 | 319,976 | ||||||||
(1) The grant date fair value of the 2022 LTI Awards determined in accordance with ASC 718 shown in the Summary Compensation Table differs from this value approved by the Compensation Committee due, in part, to the accounting valuation of the 2022 LTI Awards, which employed a Monte Carlo simulation instead of the closing stock price on the date of grant.
Beginning in 2022, the Compensation Committee approved a change in the Company’s performance-based LTI Program such that the performance-based component of awards under the program will be based on a single metric, TSR relative to the FTSE Nareit Equity Shopping Center Index (“Relative TSR”), as illustrated in the below graphic. The Company believes linking the long-term compensation of our executives to TSR aligns with the best interest of our stockholders as a public company.
| 2023 PROXY STATEMENT | 35 | ||||||
| PRE-IPO 2020 AND 2021 LONG-TERM INCENTIVE PLAN | POST-IPO 2022 LONG-TERM INCENTIVE PLAN | |||||||
| 50% Three-Year Relative Average Same-Center NOI Growth vs. Peer Group 50% Three-Year Relative Core FFO per Share Growth vs. Peer Group |  | 100% Three-Year Relative TSR vs. FTSE Nareit Equity Shopping Center Index | ||||||
At the end of the three-year performance period for the 2022 LTI Awards, other than for Mr. Murphy, 50% of the award earned based on achievement of the performance metric vests and the remaining 50% of the earned award vests on the one-year anniversary of such date, subject to continued employment through the applicable vesting date. For Mr. Murphy, 100% of the Class C Units earned under his performance-based 2022 LTI Award will vest when earned at the end of the three-year performance period. If Mr. Murphy’s employment terminates for any reason other than by the Company for cause, he will remain eligible to vest in the performance-based LTI Award as follows: (i) if the termination occurs before 50% of the performance period has elapsed, a pro-rated portion of the award actually earned will vest based on performance at the end of the performance period, with the proration calculated based on the ratio of the number of days employed during the performance period to the total number of days in the performance period, and (ii) if the termination occurs after 50% or more of the performance period has elapsed, 100% of the Class C Units actually earned at the end of the performance period will vest.
The threshold, target, and maximum levels for the performance-based 2022 LTI Awards were as follows:
Threshold | Target | Maximum | |||||||||
| Metric | (50% of Target Payout) | (100% of Target Payout) | (200% of Target Payout) | ||||||||
| Relative TSR | 30th Percentile | 50th Percentile | 75th Percentile | ||||||||
of Peer Group | of Peer Group | of Peer Group | |||||||||
In addition, a Company absolute TSR modifier will be applied if the Company’s three-year absolute TSR percentage at the end of the performance period is negative (the “Absolute TSR Modifier”). Specifically, to the extent that any portion of the award above the target level is earned based on achievement of the relative TSR performance metric at the end of the performance period, but the Company’s absolute TSR percentage at the end of the performance period is negative, the portion of the award that is earned at the end of the performance period will be capped at the target amount. The remaining amount of the award that would have been earned based on achievement of the performance metric (the “Contingent Portion”) will become earned and vested if and when the Company’s absolute TSR performance is positive measured from the last day of the performance period through the last day of any calendar quarter within five years following the completion of the performance period (when compared to the share value at the beginning of the performance period). In the event that such share value target is not achieved as described above, the Contingent Portion will be forfeited.
The Compensation Committee has established the 2023 LTI Program, with updated goals, on substantially the same terms as the 2022 LTI Program.
Payout under the 2020 LTI Program
The performance period for the performance-based LTI Awards granted under the 2020 LTI Program commenced January 1, 2020 and ended on December 31, 2022. The structure of the 2020 LTI Program was similar to the 2022 LTI Program described above, except for the performance metric and associated peer group, as the Company was not publicly traded at the time of grant. For the 2020 performance-based LTI Awards, there were two separate, equally-weighted performance metrics: (i) three-year average Same-Center NOI growth measured against a peer group (listed below) of public retail REITs; and (ii) three-year average Core FFO per share growth measured against the same peer group. As set forth in the table below, based on our performance through December 31, 2022, these LTI Awards would have been earned at a 151.8% percent of target, but because the Company’s share value at the end of the performance period, $31.84, was less than the share value at the beginning of the performance period, $33.30, the amount earned was capped at the target amount, which equals 50% of the 2020 performance-based LTI Awards granted. The remaining 51.8% above target (i.e. the Contingent Portion) will remain eligible to vest if the Company’s
| 2023 PROXY STATEMENT | 36 | ||||||
share value for twenty consecutive market days prior to December 31, 2027 is greater than $33.30 for the 2020 LTI Program. 50% of the 2020 performance-based LTI Awards that were earned at target vested on December 31, 2022 (upon the completion of the performance period) and the remaining 50% is subject to vesting on December 31, 2023, subject to continued employment through the applicable vesting date. The Contingent Portion will follow the same vesting schedule if earned prior to December 31, 2023.
For the 2020 performance-based LTI Awards, the peer group* was as follows:
Brixmor Property Group RPT Realty
Kimco Realty Corporation Regency Centers Corporation
Kite Realty Group Trust Retail Opportunity Investments Corp.
* At the time of grant, Retail Properties of America, Inc. and Weingarten Realty Investors were included in this peer group, but each has since been involved in a merger transaction with one of the peer companies above.
The threshold, target, and maximum levels for the 2020 performance-based LTI Awards were as follows:
| 2020 - 2022 LTI Program Performance Period and Metrics | Weighting | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | ||||||||||
| Three-Year Average Same-Center NOI Growth vs. Peers | 50% | 25th Percentile of Peer Group | 50th Percentile of Peer Group | 75th Percentile of Peer Group | ||||||||||
| Three-Year Average Core FFO per Share Growth vs. Peers | 50% | 25th Percentile of Peer Group | 50th Percentile of Peer Group | 75th Percentile of Peer Group | ||||||||||
Summary of 2020 LTI Program Achievement
| 2020 - 2022 LTI Program Performance Period and Metrics | Weighting | Performance | Result | Earned % | ||||||||||
| Three-Year Average Same-Center NOI Growth vs. Peers | 50% | 2.9% | 89th Percentile | 200% of target award | ||||||||||
(2nd place) | ||||||||||||||
| Three-Year Average Core FFO per Share Growth vs. Peers | 50% | 2.7% | 51st Percentile | 103.6% of target award | ||||||||||
(4th place) | ||||||||||||||
| Total Percentage of Target Award Earned Based on Operating Performance Metrics, after weighting | 151.8% of target award | |||||||||||||
Share Value Modifier (1) | Payout Capped | (51.8)% | Reduced to target (100% of target award is paid) | |||||||||||
| at target award | ||||||||||||||
| Contingent Portion | ||||||||||||||
| subject to future | ||||||||||||||
Payout (2) | ||||||||||||||
(1)Share value at beginning of performance period as of January 1, 2020 was $33.30 (as adjusted for a one-for-three reverse stock split of our outstanding common stock). Share value at end of performance period as of December 31, 2022 was $31.84.
(2)The Contingent Portion will vest if the Company’s closing stock price for twenty consecutive market days prior to December 31, 2027 is greater than the original grant price at the beginning of the performance period of $33.30 for the 2020 LTI Award.
| 2023 PROXY STATEMENT | 37 | ||||||
Effect of Share Value Modifier on 2020 Achievement
While 151.8% of target award was earned, as a result of operating performance metrics, the amount earned was capped at 100% of target award. Given that the maximum number of performance units that can be earned (200% of target) are granted, the payout for the 2020-2022 LTI performance period was 50% of the performance units granted, with an additional 51.8% of the target award being the Contingent Portion subject to earning based on achievement of a closing stock price for twenty consecutive market days prior to December 31, 2027 greater than the share value at the beginning of the performance period of $33.30 for the 2020 LTI Program.
| Name | Shares Earned and Vested at December 31, 2022 | Shares Earned and Unvested(1) | Contingent Portion(2) | ||||||||
| Jeffrey S. Edison | 26,351 | 26,351 | 27,300 | ||||||||
| Robert F. Myers | 8,108 | 8,108 | 8,400 | ||||||||
| John P. Caulfield | 2,973 | 2,973 | 3,080 | ||||||||
| Tanya E. Brady | 1,622 | 1,622 | 1,680 | ||||||||
(1)Scheduled to vest on December 31, 2023, subject to continued employment through the vesting date.
(2)If the PECO closing share price is above $33.30 for twenty consecutive market days, 100% of the contingent portion will vest immediately (or, in the event that such stock price target is achieved prior to December 31, 2023, 50% of the contingent portion will vest immediately and 50% will vest on December 31, 2023).
The following table sets forth the status of our LTI Program for completed and outstanding performance units. Outstanding status of outstanding performance units is based on a truncated performance period through December 31, 2022, and is not necessarily indicative of actual performance at the end of the applicable three-year performance period.
The Compensation Committee has established the 2023 LTI Program, with updated goals, on substantially the same terms as the 2022 LTI Program.
Dividends and Distributions
Holders of unvested time-based RSUs are paid cash dividend equivalents on a quarterly basis, and holders of time-based unvested Class B Units are paid monthly cash distributions, in each case in an amount equal to the cash dividends paid by the Company.
Performance-based LTI Awards accrue dividend or distribution equivalents during the performance period. For performance-based RSUs, accrued dividend equivalents are paid in cash when and only to the extent the performance-based RSUs are earned and shares of common stock are issued. The 50% portion of the earned RSUs that are subject to vesting for one year following the end of the performance-period continue to be paid cash dividends during the vesting period as earned awards. In accordance with the Operating Partnership agreement, holders of performance-based Class C Units are entitled to receive cash distributions in an amount per unit equal to, in the case
| 2023 PROXY STATEMENT | 38 | ||||||
of unearned Class C Units, 10% of the distributions made by the Operating Partnership with respect to OP Units during the performance period and, in the case of earned Class C Units, the distributions made by the Operating Partnership with respect to OP Units, which generally are in an amount per unit equal to the per share declared monthly dividends on our common stock. Upon satisfaction of the performance condition at the end of the performance period, the distributions that would have been payable on such earned Class C Units from the beginning of the performance period are determined (net of the 10% monthly distributions made during the performance period with respect to such units), and are paid to the holder in the form of additional earned Class C Units (or cash, in the Company’s discretion), which are subject to vesting in the same manner as the underlying earned Class C Units.
EMPLOYEE BENEFITS
We believe that establishing competitive benefit packages for our associates is an important factor in attracting and retaining highly qualified personnel. Our NEOs are eligible to participate in all of our employee benefit plans, in each case on the same basis as other associates. We also provide a Company matching contribution under our 401(k) savings plan to associates generally, including our NEOs, up to the Internal Revenue Service limits.
OTHER BENEFITS
Mr. Edison has an aircraft time-sharing agreement with the Company for personal use of the aircraft leased to the Company. See “Related Party Transactions—Agreement with Related Persons—Aircraft Leases” for more information on personal use of the aircraft.
EMPLOYMENT, SEVERANCE, CHANGE IN CONTROL, AND OTHER ARRANGEMENTS
Executive Change in Control Severance Plan
Our Amended and Restated Executive Change in Control Severance Plan for NEOs, or the Severance Plan, provides for specified payments and benefits in connection with a termination of employment by the Company not for Cause or a resignation by the executive for Good Reason (as each such term is defined in the Severance Plan). Our goal in providing Severance Plan payments and benefits is to offer sufficient cash continuity protection such that our NEOs will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to the NEOs, rather than negotiating severance at the time employment terminates. We also have determined that accelerated vesting provisions with respect to outstanding equity awards in connection with a qualifying termination of employment are appropriate because they encourage our NEOs to stay focused on the business in those circumstances rather than focusing on the potential implications for them personally. To receive the severance payments and benefits under the Severance Plan, the NEOs must execute a general release of claims and comply with non-competition and non-solicitation provisions that apply for 18 months (or 24 months in the case of Mr. Edison) following termination of employment and confidentiality provisions that apply during and following termination of employment.
Vesting Agreement with Mr. Murphy
In October 2017, we entered into an agreement with Mr. Murphy regarding the vesting of his equity incentive awards (the “Murphy Vesting Agreement”). Pursuant to the Murphy Vesting Agreement, all time-based equity awards granted to Mr. Murphy vested upon the earlier of the vesting date set forth in the applicable equity award agreement and the date Mr. Murphy reached both (i) age 58 and (ii) a combined age and continuous years of service with the Company of 65 years (such date, the “Murphy Retirement Eligibility Date”). The Murphy Retirement Eligibility Date occurred in June 2019. The Murphy Vesting Agreement further provides that if Mr. Murphy’s employment terminates following the Murphy Retirement Eligibility Date, he remains eligible to vest in any performance-based LTI Awards as follows: (a) if his retirement occurs before 50% of the performance period has elapsed, then he will vest in a prorated portion of any performance-based LTI Awards actually earned based on performance at the end of the performance period, with the proration calculated based on the ratio of the number of days Mr. Murphy was employed during the performance period to the total number of days in the performance period and (b) if his retirement occurs after 50% or more of any performance period has elapsed, then Mr. Murphy will vest in any performance-based LTI Awards that are actually earned at the end of the performance period for each such LTI Award. The provisions of the Murphy Vesting Agreement do not apply to Mr. Murphy’s Special LTI Award or to the award of Class B Units granted to Mr. Murphy in connection with our underwritten initial public offering (“IPO”).
| 2023 PROXY STATEMENT | 39 | ||||||
STOCK OWNERSHIP POLICY
As more fully discussed above, we have adopted the SOP designed to focus our directors, non-employee directors and NEOs on long-term stockholder value creation. The SOP is more fully described under “Stock Ownership Policy” above.
As noted in the chart below, as of March 17, 2023, our NEOs are in compliance with the applicable minimum targets of the common stock or common stock equivalent ownership levels required by our SOP.
| NEO | SOP Requirement ($) | Compliant with SOP Requirement | ||||||
| Jeffrey S. Edison | $ 9,105,200 | ü | ||||||
| Devin I. Murphy | 1,575,000 | ü | ||||||
| Robert F. Myers | 1,575,000 | ü | ||||||
| John P. Caulfield | 1,305,000 | ü | ||||||
| Tanya E. Brady | 1,200,000 | ü | ||||||
POLICY PROHIBITING HEDGING AND PLEDGING OF OUR STOCK
Our Insider Trading Policy prohibits all directors, officers, and other employees from engaging in short sales and certain hedging or monetization transactions with respect to the Company’s securities. The policy also prohibits all directors, officers and other associates from pledging our securities as collateral for a loan or as collateral in a margin account.
TAX AND ACCOUNTING CONSIDERATIONS
We have not provided or agreed to provide any of our executive officers or directors with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant stockholder interests, and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional taxes. Section 409A also imposes additional significant taxes on the individual if an employee, director or service provider receives “deferred compensation” that does not meet the requirements of Section 409A.
Section 162(m) of the Code limits the annual compensation deduction available to publicly held corporations to $1.0 million for certain “covered employees,” which generally includes our NEOs. If Section 162(m) applies for a particular year, our taxable income will increase by the amount of the disallowed compensation deduction. To maintain our REIT status, we are required to distribute at least 90% of our taxable income to our stockholders in the form of dividends. The increase in taxable income resulting from the application of Section 162(m) will be taken into account as the Board determines the amount of dividends to be paid to our stockholders in future years. Although the Compensation Committee intends to consider the impact of Section 162(m) in structuring compensation programs, the Compensation Committee expects its primary focus to be on creating programs that address the needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the Compensation Committee may make awards and structure programs that are not deductible under Section 162(m).
RECOUPMENT OF COMPENSATION
Our Board has adopted an Executive Compensation Clawback Policy (“clawback policy”) that applies to our current and former executive officers and any other employee as may be designated by our Compensation Committee (each, a “covered employee”). Our clawback policy went into effect as of the date of our IPO to support the Company’s compliance with applicable laws, including incentive-based compensation recovery requirements set forth in Section 10D of the Exchange Act, as added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In the event of a restatement of our financial or operating results, the clawback policy generally permits the recovery of certain cash and equity-based incentive compensation that was paid, granted, or vested based on
| 2023 PROXY STATEMENT | 40 | ||||||
financial or operating results that, when recalculated to include the correct performance data, were not achieved. In making such a determination as to whether to seek to recover such incentive compensation from a covered employee, our Compensation Committee will consider such factors as it deems appropriate, including whether the employee engaged in misconduct or negligent conduct that caused or contributed to the restatement and the amount of the overpayment.
In addition, the clawback policy provides that, if a covered employee commits an act giving rise to “misconduct” (as defined in the policy), the Compensation Committee may take remedial action against the covered employee, including the recovery of any incentive compensation paid to the employee within 36 months prior to or following the date of such misconduct and the cancellation of some or all of the employee’s outstanding vested but unsettled incentive compensation awards and outstanding unvested incentive compensation awards.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee
John A. Strong (Chair)
Jane E. Silfen
The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under the Exchange Act.
| 2023 PROXY STATEMENT | 41 | ||||||
Executive Compensation Tables
SUMMARY COMPENSATION TABLE
The following table and footnotes provide information regarding the compensation of our NEOs for the years presented:
Stock Awards | Non-Equity | All Other | |||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus | Incentive Plan | Total ($) | ||||||||||||||||||
| Compensation | Compensation | ||||||||||||||||||||||
($) | ($)(1) | ($)(2) | ($)(3) | ($)(4)(5) | |||||||||||||||||||
| Jeffrey S. Edison | 2022 | 880,077 | — | 4,137,071 | 1,495,000 | 335,703 | 6,847,851 | ||||||||||||||||
| Chairman of the Board | 2021 | 846,731 | 562,500 | 5,802,345 | 1,312,500 | 282,968 | 8,807,044 | ||||||||||||||||
| and Chief Executive Officer | 2020 | 751,923 | 937,500 | 2,924,995 | — | 902,693 | 5,517,111 | ||||||||||||||||
| Devin I. Murphy | 2022 | 507,338 | — | 1,128,834 | 586,040 | 120,351 | 2,342,563 | ||||||||||||||||
| President | 2021 | 489,246 | 661,500 | 3,194,945 | 73,500 | 94,368 | 4,513,559 | ||||||||||||||||
| 2020 | 478,692 | 367,500 | — | — | 385,347 | 1,231,539 | |||||||||||||||||
| Robert F. Myers | 2022 | 507,338 | — | 1,296,538 | 586,040 | 110,399 | 2,500,315 | ||||||||||||||||
| Chief Operating Officer | 2021 | 489,246 | 220,500 | 2,440,283 | 514,500 | 83,619 | 3,748,148 | ||||||||||||||||
| and Executive Vice President | 2020 | 478,692 | 367,500 | 899,999 | — | 307,031 | 2,053,222 | ||||||||||||||||
| John P. Caulfield | 2022 | 407,231 | — | 687,915 | 278,300 | 70,291 | 1,443,737 | ||||||||||||||||
| Chief Financial Officer, | 2021 | 357,415 | 108,900 | 1,298,947 | 254,100 | 43,866 | 2,063,228 | ||||||||||||||||
| Executive Vice President | 2020 | 316,615 | 165,000 | 361,339 | — | 41,007 | 883,961 | ||||||||||||||||
| and Treasurer | |||||||||||||||||||||||
| Tanya E. Brady | 2022 | 377,915 | — | 408,018 | 209,300 | 78,173 | 1,073,406 | ||||||||||||||||
| General Counsel, | 2021 | 364,438 | 78,750 | 1,141,150 | 183,750 | 37,375 | 1,805,463 | ||||||||||||||||
| Chief Ethics & Compliance | 2020 | 353,692 | 131,250 | 167,999 | — | 44,332 | 697,273 | ||||||||||||||||
| Officer, Executive Vice | |||||||||||||||||||||||
| President and Secretary | |||||||||||||||||||||||
(1)For 2021, represents amounts paid under the Annual Cash Incentive Program for the portion of the NEO’s annual bonus attributable to individual performance and paid in the following calendar year. For 2020, represents the discretionary bonus the Compensation Committee determined to pay our NEOs for their performance in 2020. For 2022, while the structure of the bonus program remains unchanged, the portion of the NEO’s annual bonus attributable to individual performance, which is determined based on achievement of pre-determined objectives for each executive that are evaluated by the Compensation Committee, is reported under “Non-Equity Incentive Plan Compensation.”
(2)Amounts reflect the grant date fair value of time-based and performance-based LTI Awards, including earned Class C Units attributable to the value of accrued distributions with respect to earned performance-based LTI Awards, under our annual LTI Program and the grant date fair value of the IPO Awards, in each case as computed in accordance with ASC 718. The time-based awards under our annual LTI Program were granted in 2022, 2021 and 2020 under the LTI Program for the immediately preceding fiscal year. IPO Awards were granted in July 2021 in connection with our IPO. The performance-based LTI Awards were awarded and granted in 2022, 2021 and 2020 under the LTI Program for such year. See “Compensation Discussion & Analysis - Long-Term Equity Incentive Program” for additional information regarding these awards.
The Compensation Committee grants the maximum number of performance units that can be earned, representing 200% of target performance, and any performance units not earned are forfeited. The 2022 LTI performance-based awards are earned solely on our Relative TSR, which is a market condition and not a performance condition. The grant date fair value per unit was calculated using a Monte Carlo simulation. The assumptions used in calculating the valuations for the 2022 awards are set forth in Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three-year performance period of the award determined as of the grant date under ASC 718. The grant date fair value determined in accordance with ASC 718 shown above differs from the value of 2022 LTI Awards approved by the Compensation Committee because: (i) the approved LTI Awards (both time-based and performance-based) were converted to the number of rights to common stock based on the closing stock price on the date of grant instead of the Monte Carlo simulation shown here, and (ii) the above includes the earned Class C units granted in 2022 for dividends that accrued on awards that were earned in 2022. The grant date fair value of the performance-based awards for 2020 and 2021 in the stock awards column is computed based on the probable outcome of performance conditions as of the grant date. See the “2022 Grants of Plan Based Awards Table” that follows for more detailed information regarding these valuations.
Class B Units and Class C Units are intended to qualify as profits interests in our Operating Partnership and, pursuant to our Operating Partnership’s partnership agreement, automatically convert on a one-for-one basis into OP Units once the Class B Units or Class C Units, as applicable, achieve parity with the OP Units (based on capital account balance per unit) and satisfy all applicable time-vesting and performance-vesting conditions.
(3)For 2022, represents amounts earned under the Annual Cash Incentive Program based on achievement of individual and Company performance metrics for the applicable year and paid in the following calendar year.
(4)Amounts reported in the “All Other Compensation” column for 2020 have been adjusted to include cash received in connection with the vesting of Phantom Units that was inadvertently not included for 2020 in prior years’ compensation disclosures in the following amounts:
| Name | 2020 Amount Received from Cash-Settled Phantom Units ($) | ||||
| Jeffrey S. Edison | $ | 649,688 | |||
| Devin I. Murphy | 303,030 | ||||
| Robert F. Myers | 238,219 | ||||
| John P. Caulfield | 17,903 | ||||
| Tanya E. Brady | 23,861 | ||||
| 2023 PROXY STATEMENT | 42 | ||||||
(5)Amounts reported in the “All Other Compensation” column for 2022 include Company contributions to the 401(k) plan, distributions paid on unvested equity-based awards, and personal use of the Company’s leased aircraft, as shown in the following table:
Distributions Paid on | ||||||||||||||
| Retirement Plan | Unvested Equity- | |||||||||||||
| Name | Contributions ($) | Based Awards ($)(a) | Perquisites ($)(b) | Total ($) | ||||||||||
| Jeffrey S. Edison | $ | 9,150 | $ | 291,105 | $ | 35,448 | $ | 335,703 | ||||||
| Devin I. Murphy | 9,150 | 111,201 | — | 120,351 | ||||||||||
| Robert F. Myers | 9,150 | 101,249 | — | 110,399 | ||||||||||
| John P. Caulfield | 9,150 | 61,141 | — | 70,291 | ||||||||||
| Tanya E. Brady | 9,150 | 69,023 | — | 78,173 | ||||||||||
a.Includes distributions paid on Class B Units, Class C Units, and dividend equivalents paid on RSUs. See “Compensation Discussion and Analysis – Dividends and Distributions” for more information regarding dividends and distributions on Class B Units, Class C Units and RSUs.
b.For Mr. Edison, this amount includes $35,448 for personal use of the Company’s leased aircraft, representing the incremental cost to the Company determined by multiplying the difference between the amount the Company pays per hour and the amount that Mr. Edison pays per hour for personal flights by the number of personal flight hours used by Mr. Edison in 2022. See “Related Party Transactions—Agreements with Related Persons—Aircraft Leases” for more information on personal use of the aircraft.
| 2023 PROXY STATEMENT | 43 | ||||||
2022 GRANTS OF PLAN-BASED AWARDS
The following table provides information about equity and non-equity incentive awards granted to NEOs in 2022:
All Other | Grant Date | |||||||||||||||||||||||||||||||
| Estimated Future Payouts Under | Estimated Future Payouts | Stock Awards: | Value of | |||||||||||||||||||||||||||||
| Non-Equity Incentive Plan | Under Equity Incentive Plan | Number of | Stock and | |||||||||||||||||||||||||||||
Awards(1) | Awards(2) | Shares of | Option | |||||||||||||||||||||||||||||
| Name | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or Units | Awards | ||||||||||||||||||||||
| Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | |||||||||||||||||||||||
| Jeffrey S. Edison | 650,000 | 1,300,000 | 1,950,000 | |||||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 28,501 | 57,002 | 114,004 | 2,543,429 | |||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 36,540(3) | 1,076,468 | |||||||||||||||||||||||||||||
| 3/1/22 | 4,499(4) | 144,058 | ||||||||||||||||||||||||||||||
| 5/4/22 | 10,691(5) | 373,116 | ||||||||||||||||||||||||||||||
| Devin I. Murphy | 254,800 | 509,600 | 764,400 | |||||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 8,770 | 17,539 | 35,078 | 782,590 | |||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 11,243(3) | 271,069 | |||||||||||||||||||||||||||||
| 5/4/22 | 2,154(5) | 75,175 | ||||||||||||||||||||||||||||||
| Robert F. Myers | 254,800 | 509,600 | 764,400 | |||||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 8,770 | 17,539 | 35,078 | 782,590 | |||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 11,243(3) | 331,219 | |||||||||||||||||||||||||||||
| 3/1/22 | 1,384(4) | 44,316 | ||||||||||||||||||||||||||||||
| 5/4/22 | 3,966(5) | 138,413 | ||||||||||||||||||||||||||||||
| John P. Caulfield | 121,000 | 242,000 | 363,000 | |||||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 6,212 | 12,423 | 24,846 | 554,314 | |||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 4,535(3) | 133,601 | |||||||||||||||||||||||||||||
| Tanya E. Brady | 91,000 | 182,000 | 273,000 | |||||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 3,748 | 7,495 | 14,990 | 334,427 | |||||||||||||||||||||||||||
| 3/1/22 | 2/9/22 | 2,498(3) | 73,591 | |||||||||||||||||||||||||||||
(1)Amounts relate to the 2022 Annual Cash Incentive Program. The amounts actually paid in February 2023 are included in the Summary Compensation Table for 2022 in the Non-Equity Incentive Plan column and described in footnote 1 and 3 to that table.
(2)The Compensation Committee grants the maximum number of performance units that can be earned, representing 200% of target performance, and any performance units not earned are forfeited. Represents performance-based LTI Awards awarded under the 2022 LTI Program in the form of Class C Units per the election of the executive officers, which covers performance during the three-year period January 1, 2022 through December 31, 2024. The performance-based LTI Awards were granted under our 2020 Omnibus Incentive Plan (the “2020 Plan”). The per unit amount utilized for the aggregate grant date fair value reported in the last column above represents the fair value of the awards determined as of the grant date under ASC 718. The aggregate grant date fair value for these awards is included in the Summary Compensation Table for 2022 in the “Stock Awards” column and described in footnote 2 to that table.
(3)Represents the number of time-based LTI Awards granted in 2022 pursuant to awards under the 2020 LTI Program in the form of Class B Units per the election of the executive officers. These awards vest in four equal annual installments following the grant date, other than for Mr. Murphy, whose time-based LTI Award granted in 2022 was fully vested at grant date, in accordance with the Murphy Vesting Agreement. The time-based LTI Awards were granted under the 2020 Plan. The aggregate grant date fair value for these awards was determined as of the grant date under ASC 718 and is included in the Summary Compensation Table for 2022 in the “Stock Awards” column and described in footnote 2 to that table.
(4)Represents vested and earned Class C Units, calculated pursuant to the award agreement, attributable to the value of accrued distributions with respect to earned 2019 performance-based LTI Awards, which were automatically granted pursuant to the applicable award agreement.
(5)Represents vested and earned Class C Units, calculated pursuant to the award agreement, attributable to the value of accrued distributions with respect to earned NAV modifier performance units under the 2018 and 2019 performance-based LTI Awards, which were automatically granted pursuant to the applicable award agreement.
| 2023 PROXY STATEMENT | 44 | ||||||
2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth information with respect to outstanding equity awards held by the NEOs as of December 31, 2022, with market value determined based on our closing stock price on December 30, 2022 (last trading day in 2022) of $31.84:
Stock Awards | ||||||||||||||||||||
Equity Incentive | Equity Incentive | |||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Market Value of | Number of | Plan Awards: Market | ||||||||||||||||||
Unearned | or Payout Value of | |||||||||||||||||||
| Number of Shares or | Shares or Units | Shares, Units or | Unearned Shares, | |||||||||||||||||
| of Stock That | Other Rights | Units or Other | ||||||||||||||||||
| Name | Date of Grant | Units of Stock That | Have Not | That Have Not | Rights That Have | |||||||||||||||
| Have Not Vested (#) | Vested ($) | Vested (#) | Not Vested ($) | |||||||||||||||||
| Jeffrey S. Edison | 3/12/2019(1)** | 7,354 | 234,151 | |||||||||||||||||
3/12/2019(2)** | 67,873 | 2,161,076 | ||||||||||||||||||
3/11/2020(3)* | 17,567 | 559,333 | ||||||||||||||||||
3/11/2020(4)* | 26,351 | 839,016 | 27,300 | 869,232 | ||||||||||||||||
3/10/2021(5)** | 33,428 | 1,064,348 | ||||||||||||||||||
3/10/2021(6)** | 66,857 | 2,128,727 | ||||||||||||||||||
7/15/2021(7)** | 99,153 | 3,157,032 | ||||||||||||||||||
3/1/2022(8)** | 36,540 | 1,163,434 | ||||||||||||||||||
3/1/2022(9)** | 114,004 | 3,629,887 | ||||||||||||||||||
| Devin I. Murphy | 3/12/2019(2)** | 33,937 | 1,080,554 | |||||||||||||||||
4/29/2021(6)** | 20,572 | 655,012 | ||||||||||||||||||
7/15/2021(7)** | 73,729 | 2,347,531 | ||||||||||||||||||
3/1/2022(9)** | 35,078 | 1,116,884 | ||||||||||||||||||
| Robert F. Myers | 3/12/2019(1)** | 3,301 | 105,104 | |||||||||||||||||
3/11/2020(3)* | 5,406 | 172,127 | ||||||||||||||||||
3/11/2020(4)* | 8,108 | 258,159 | 8,400 | 267,456 | ||||||||||||||||
3/10/2021(5)** | 10,286 | 327,506 | ||||||||||||||||||
3/10/2021(6)** | 20,572 | 655,012 | ||||||||||||||||||
7/15/2021(7)** | 53,390 | 1,699,938 | ||||||||||||||||||
3/1/2022(8)** | 11,243 | 357,977 | ||||||||||||||||||
3/1/2022(9)** | 35,078 | 1,116,884 | ||||||||||||||||||
| John P. Caulfield | 3/12/2019(1)* | 596 | 18,977 | |||||||||||||||||
3/11/2020(3)* | 2,452 | 78,072 | ||||||||||||||||||
3/11/2020(4)* | 2,973 | 94,660 | 3,080 | 98,067 | ||||||||||||||||
3/10/2021(5)** | 3,772 | 120,100 | ||||||||||||||||||
3/10/2021(6)** | 8,297 | 264,176 | ||||||||||||||||||
7/15/2021(7)** | 33,898 | 1,079,312 | ||||||||||||||||||
3/1/2022(8)** | 4,535 | 144,394 | ||||||||||||||||||
3/1/2022(9)** | 24,846 | 791,097 | ||||||||||||||||||
| Tanya E. Brady | 3/12/2019(1)* | 721 | 22,957 | |||||||||||||||||
3/11/2020(3)* | 901 | 28,688 | ||||||||||||||||||
3/11/2020(4)* | 1,622 | 51,644 | 1,680 | 53,491 | ||||||||||||||||
3/10/2021(5)** | 2,057 | 65,495 | ||||||||||||||||||
3/10/2021(6)** | 4,572 | 145,572 | ||||||||||||||||||
7/15/2021(7)** | 33,898 | 1,079,312 | ||||||||||||||||||
3/1/2022(8)** | 2,498 | 79,536 | ||||||||||||||||||
3/1/2022(9)** | 14,990 | 477,282 | ||||||||||||||||||
* RSUs/Performance-based RSUs
** Class B Units/Class C Units
(1)Remaining portion of time-based RSUs/Class B Units granted in March 2019 that vested on January 1, 2023.
(2)Special long-term incentive award (each a “Special LTI Award”) granted to Messrs. Edison and Murphy that will be earned, to the extent performance conditions are achieved, as of the last day of the performance period on March 31, 2026 and March 31, 2024, respectively. Because the units earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect actual performance through 2022.
(3)Remaining portion of time-based RSUs granted in March 2020 that vest in equal amounts over four years, beginning on January 1, 2021.
| 2023 PROXY STATEMENT | 45 | ||||||
(4)Performance-based LTI Awards granted under the 2020 LTI Program were deemed earned at 151.8% of target opportunity based on performance through December 31, 2022. However, under the Share Value Modifier provisions applicable to the 2020 LTI Program, because the Company’s share value at the end of the performance period ($31.84) was less than the share value at the beginning of the performance period (which, prior to our IPO, was expressed in terms of the Company’s NAV) ($33.30), the number of earned awards was capped at the target opportunity (100%), which represents 50% of the performance units granted. Half of these earned performance units vested on December 31, 2022, and the remaining half, which are reported in the “Shares or Units of Stock That Have Not Vested” column, will vest on December 31, 2023. The portion of performance units earned but not payable because of the Share Value Modifier cap (51.8% of target opportunity) (the “Contingent Portion”) will remain outstanding and eligible to be earned if the Company’s share value for twenty consecutive market days on or prior to December 31, 2027 is greater than the share value at the beginning of the performance period ($33.30). The amount reported in the “Equity Incentive Plan Awards” column represents the Contingent Portion. The value as of December 31, 2022 of the earned, vested and paid portion of the 2020 performance-based LTI Awards is reported in the 2022 Stock Vested Table below.
(5)Remaining portion of time-based Class B Units granted in March 2021 that vest in equal amounts over four years, beginning on January 1, 2022.
(6)Performance-based LTI Awards granted under the 2021 LTI Program that will be earned, to the extent performance conditions are achieved, as of December 31, 2023, the last day of the performance period. Half of the earned units will vest on December 31, 2023 and half will vest on December 31, 2024 (or, in the case of Mr. Murphy, the earned units will vest in full on December 31, 2023). Because the units earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect actual performance through 2022, which was above the threshold level and below the target level and is therefore reported at the target level.
(7)IPO Awards granted in July 2021 that vest as to 50% of the award on the 18-month anniversary of the date of grant (January 15, 2023) and 50% of the award on the 36-month anniversary of the date of grant (or, in the case of Mr. Murphy, 50% on the 18-month anniversary of the date of grant and 50% on December 31, 2023).
(8)Time-based Class B Units granted in March 2022 that vest in equal amounts over four years, beginning on March 1, 2023.
(9)Performance-based LTI Awards granted under the 2022 LTI Program that will be earned, to the extent performance conditions are achieved, as of December 31, 2024, the last day of the performance period. Half of the earned units will vest on December 31, 2024 and half will vest on December 31, 2025 (or, in the case of Mr. Murphy, the earned units will vest in full on December 31, 2024). In accordance with SEC rules, the number of units and the corresponding market value reflect actual performance through 2022, which was above the target level and below the maximum level and is therefore reported at the maximum level.
2022 STOCK VESTED
The following table sets forth summary information regarding the vesting during 2022 of LTI Awards and/or RSUs held by our NEOs. None of the NEOs held or exercised any stock options in 2022.
Stock Awards | ||||||||
Number of OP Units/Shares | Value Realized | |||||||
| Name | Acquired on Vesting (#) | on Vesting(1)(2) | ||||||
| Jeffrey S. Edison | 200,744 | $ | 6,647,507 | |||||
| Devin I. Murphy | 26,659 | 898,007 | ||||||
| Robert F. Myers | 67,024 | 2,228,065 | ||||||
| John P. Caulfield | 17,599 | 579,089 | ||||||
| Tanya E. Brady | 13,899 | 458,340 | ||||||
(1)Represents the value realized on vesting as calculated by multiplying the number of shares or units that vested by the closing market price of our common stock on the applicable vesting date.
(2)In addition to time-vesting Class B units and time-vesting RSUs that vested during 2022, amounts shown include Class C Units and/or RSUs under our 2020-2022 LTI Program that satisfied both the applicable performance-vesting condition and applicable time-vesting condition as of December 31, 2022.
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Amended and Restated Executive Change in Control Severance Plan
Each of our NEOs participates in the Severance Plan. Under the Severance Plan, in the event that an executive’s employment is terminated by the Company or its affiliates not for Cause or the executive resigns for Good Reason, in either case, not in connection with a Change in Control (each such term as defined in the Severance Plan), then the executive will be entitled to (i) a lump sum payment equal to the product of (A) 1.5 (or 2.0 in the case of Mr. Edison) and (B) the sum of (1) the executive’s base salary and (2) the executive’s average annual cash performance bonus for the most recent three fiscal years (or such shorter period that the executive was eligible to receive an annual cash performance bonus), (ii) if the executive elects to receive group health insurance under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, following the termination date, the Company will provide such coverage for 18 months (or 24 months in the case of Mr. Edison) following termination, provided that the executive continues to pay the same amount of the monthly premium as in effect for the Company’s other executives and, provided, further, that if the executive becomes employed by another employer during such period and is eligible to receive group health insurance under such other employer’s plans, the Company’s obligations will be reduced to the extent that comparable coverage is actually provided to the executive and his or her covered dependents, and (iii) (A) the executive’s unvested time-base equity awards that would have otherwise vested during the 18 months (or 24 months in the case of Mr. Edison) following termination will vest on the termination date and be paid in full within 70 days of the date of termination and (B) the executive will remain eligible to vest and be paid on a pro-rata portion of performance-based equity awards based on actual performance at the end of the performance period, with proration based on the period of time elapsed between the beginning of the performance period and the termination date as a percentage of the full performance period.
| 2023 PROXY STATEMENT | 46 | ||||||
In lieu of the benefits described in the immediately preceding paragraph, in the event that an executive’s employment is terminated by the Company or its affiliates not for Cause or the executive resigns for Good Reason, in either case within two years following a Change in Control, then the executive will be entitled to (i) a lump sum payment equal to the product of (A) 2.0 (or 2.5 in the case of Mr. Edison) and (B) the sum of (1) the executive’s base salary and (2) the executive’s average annual cash performance bonus for the most recent three fiscal years (or such shorter period that the executive was eligible to receive an annual cash performance bonus) and (ii) if the executive elects to receive group health insurance under COBRA following the termination date, the Company will provide such coverage for 24 months following termination (or 30 months following termination in the case of Mr. Edison), provided that the executive continues to pay the same amount of the monthly premium as in effect for the Company’s other executives and, provided, further, that if the executive becomes employed by another employer during such period and is eligible to receive group health insurance under such other employer’s plans, the Company’s obligations will be reduced to the extent that comparable coverage is actually provided to the executive and his or her covered dependents. The executive’s unvested time-based equity awards and earned but unvested performance-based equity awards will vest as of the date of termination and be paid in full within 70 days of the date of termination.
Upon the closing of any Change in Control, the Compensation Committee will determine the number of performance-based equity awards held by the executive that will be considered earned under such awards based upon the Company’s performance by pro-rating the performance targets for the shortened performance period and then measuring such pro-rated targets against actual Company performance through the closing of the Change in Control. Any such earned awards will then be converted into time-based awards that will vest and be paid based on continued service through the end of the performance period that was applicable to such award prior to the Change in Control, subject to acceleration as described in the last sentence of the prior paragraph.
If the executive dies or if the Company and its affiliates terminate an executive’s employment due to Disability (as defined in the Severance Plan), the executive or his or her legal heirs will be entitled to (i) a pro-rated portion of his or her annual cash performance bonus for the year of termination if the Compensation Committee determines that performance is achieved, (ii) accelerated vesting of unvested time-based equity awards that would have otherwise vested during the 18 months (or 24 months in the case of Mr. Edison) following termination, and (iii) remain eligible to vest and be paid on a prorated portion of performance-based equity awards based on actual performance at the end of the performance period with pro-ration based on the period of time elapsed between the beginning of the performance period and the termination date as a percentage of the full performance period.
Receipt of the severance payments and benefits under the Severance Plan is subject to the execution and non-revocation of a release agreement by the executive and compliance with non-competition and non-solicitation provisions that apply for 18 months (24 months in the case of Mr. Edison) following termination of employment and confidentiality provisions that apply during and following termination of employment.
Special LTI Awards
Pursuant to the terms of each Special LTI Award for Messrs. Edison and Murphy, the last day of the applicable performance period and the number of Class C units earned under the Special LTI Award will be measured as of the earliest of a specified date, a change of control, or the executive’s termination of employment (other than a termination for cause). In the case of a voluntary termination or a termination without cause, the number of Class C units earned will further be prorated based upon the number of days that elapsed from the effective date of the award through the date of such termination, divided by the number of days in the performance period, provided that, in the case of death or disability, the proration will be based upon the sum of (i) the number of days that elapsed from the effective date of the award through the date of such termination and (ii) the number of days in the executive’s applicable severance period (24 months, in the case of Mr. Edison, and 18 months, in the case of Mr. Murphy), divided by the number of days in the performance period. The provisions of the Severance Plan do not apply to the Special LTI Awards.
Vesting Agreement with Mr. Murphy
As more fully described under “Compensation Discussion and Analysis—Employment, Severance, Change In Control, and Other Arrangements” above, we have entered into the Murphy Vesting Agreement, which sets forth the treatment of Mr. Murphy’s performance-based equity awards in the event of certain terminations of his employment.
The provisions of the Murphy Vesting Agreement do not apply to Mr. Murphy’s Special LTI Award or to the award of Class B Units granted to Mr. Murphy in connection with our IPO.
| 2023 PROXY STATEMENT | 47 | ||||||
QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred on December 31, 2022, the last day of the fiscal year, based on the value of a share of our common stock on such date, where applicable. If a triggering event would actually occur, the amounts actually received will vary based on factors such as the timing during the year of such triggering event and the estimated value per share of our common stock.
| Termination | Change in | Change in | ||||||||||||||||||
| for Good | Death or | Control | Control | |||||||||||||||||
Retirement | Reason or | without | with | |||||||||||||||||
| Name | Benefit | not for Cause | Disability | Termination | Termination | |||||||||||||||
($) | ($) | ($) | ($) | ($) | ||||||||||||||||
| Jeffrey S. Edison | Severance Pay | 4,639,667 | 1,495,000 | 5,799,583 | ||||||||||||||||
Health Care Benefits(1) | 31,140 | - | 38,926 | |||||||||||||||||
| Time-based Equity Acceleration | 5,241,787 | 5,241,787 | 6,178,297 | |||||||||||||||||
| Performance-based Equity Acceleration | 1,131,998 | 3,995,147 | 3,995,147 | 2,161,087 | 5,024,236 | |||||||||||||||
| Total | 1,131,998 | 13,907,741 | 10,731,934 | 2,161,087 | 17,041,042 | |||||||||||||||
| Devin I. Murphy | Severance Pay | 1,608,670 | 586,040 | 2,144,893 | ||||||||||||||||
Health Care Benefits(1) | 23,355 | - | 31,140 | |||||||||||||||||
| Time-based Equity Acceleration | 2,347,531 | 2,347,531 | 2,347,531 | |||||||||||||||||
| Performance-based Equity Acceleration | 792,400 | 978,548 | 978,548 | 1,080,546 | 1,266,693 | |||||||||||||||
| Total | 792,400 | 4,958,104 | 3,912,119 | 1,080,546 | 5,790,257 | |||||||||||||||
| Robert F. Myers | Severance Pay | 1,608,670 | 586,040 | 2,144,893 | ||||||||||||||||
Health Care Benefits(1) | 37,282 | - | 49,709 | |||||||||||||||||
| Time-based Equity Acceleration | 1,524,499 | 1,524,499 | 2,662,620 | |||||||||||||||||
| Performance-based Equity Acceleration | 880,981 | 880,981 | 880,981 | |||||||||||||||||
| Total | - | 4,051,432 | 2,991,520 | - | 5,738,203 | |||||||||||||||
| John P. Caulfield | Severance Pay | 1,022,650 | 278,300 | 1,363,533 | ||||||||||||||||
Health Care Benefits(1) | 34,706 | - | 46,274 | |||||||||||||||||
| Time-based Equity Acceleration | 788,932 | 788,932 | 1,440,856 | |||||||||||||||||
| Performance-based Equity Acceleration | 402,627 | 402,627 | 402,627 | |||||||||||||||||
| Total | - | 2,248,915 | 1,469,859 | - | 3,253,290 | |||||||||||||||
| Tanya E. Brady | Severance Pay | 870,925 | 209,300 | 1,161,233 | ||||||||||||||||
Health Care Benefits(1) | 11,748 | - | 15,664 | |||||||||||||||||
| Time-based Equity Acceleration | 674,721 | 674,721 | 1,275,988 | |||||||||||||||||
| Performance-based Equity Acceleration | 228,240 | 228,240 | 228,240 | |||||||||||||||||
| Total | - | 1,785,634 | 1,112,261 | - | 2,681,125 | |||||||||||||||
(1)Represents the aggregate present value of continued participation in the Company’s group health insurance coverage based on the portion of the premiums payable by the Company during the eligible period. The eligible period for a termination without Cause or resignation for Good Reason, in either case, not in connection with a Change in Control, is 24 months for Mr. Edison and 18 months for the other NEOs. The eligible period for a Change in Control with termination without Cause or resignation for Good Reason is 30 months for Mr. Edison and 24 months for the other NEOs. The amounts reported may ultimately be lower if the NEO is no longer eligible to receive benefits, which could occur upon obtaining other employment and becoming eligible for group health insurance coverage through the new employer.
| 2023 PROXY STATEMENT | 48 | ||||||
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chairman and CEO, Mr. Edison, to the annual total compensation of our median employee.
As reported in the Summary Compensation Table, our CEO had annual total compensation for 2022 of $6,847,851 Using this Summary Compensation Table methodology, the annual total compensation of our median employee for 2022 was $115,330. As a result, we estimate that the ratio of our CEO’s annual total compensation to that of our median employee for fiscal year 2022 was 59.4 to 1.
We believe that our compensation philosophy should be consistent and internally equitable to motivate our associates to create stockholder value. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay that our CEO receives and the pay that all of our other associates receive.
As permitted by Item 402(u) of Regulation S-K, we are using the same median employee for our 2022 pay ratio disclosure as we used for our 2021 pay ratio disclosure because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. We identified the median employee in 2021 based on the pool of individuals who were employed by us on December 31, 2021 (whether employed on a full-time or part-time). Employees on leave of absence were excluded from the list and reportable wages were annualized for those employees who were not employed for the full calendar year. The compensation of this pool of employees was calculated using the Summary Compensation Table methodology.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
PAY VERSUS PERFORMANCE
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2022, 2021, and 2020, and our financial performance for each such fiscal year:
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on: | Net Income ($ in thousands) | Adjusted FFO per Share ($)(3) | |||||||||||||||||||
| TSR ($) | Peer Group TSR ($)(2) | |||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| 2020 | N/A | N/A | ||||||||||||||||||||||||
(1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year. An IPO Award was granted to all PECO associates at the time of our IPO in 2021, with a grant date fair value of $28.00 per share awarded. These awards are one-time in nature and the values reflected above include the change in fair value from time of grant to end of period. The change in our closing share prices for each period end is noted below in footnote “c.”
| Year | PEO | Non-PEO NEOs | ||||||
| 2022 | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady | |||||||
| 2021 | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady | |||||||
| 2020 | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady | |||||||
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
| 2023 PROXY STATEMENT | 49 | ||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | ||||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End (a) (b) | ||||||||||||||||||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a) | ||||||||||||||||||||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (a) (c) | ( | ( | ( | ( | ||||||||||||||||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date (a) | ( | ( | ||||||||||||||||||
| Total Adjustments | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||
a.Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vesting RSUs/Class B Units, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based 2020 and 2021 RSUs/Class C Units (excluding any market-based awards), the same valuation methodology as time-vesting RSUs/Class B Units above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for 2022 market-based performance awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the valuation assumptions, please refer to Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
b.The material differences in assumptions from the grant date values are as follows: (i) Monte Carlo valuation as of December 31, 2022 was $31.04 for time-vesting LTIPs, compared to $29.46 at grant date; and $24.24 for performance-based LTIPs, compared to $22.31 at grant date; and (ii) changes in the probability assumptions and closing price per share as of December 31, 2021 and December 31, 2020. The 2020 performance-based LTIPs had a probable outcome at grant date of 100% compared to 175% at December 31, 2021. There was no change in the probability assumption for the 2021 performance-based LTIP units.
(2)For the relevant fiscal year, represents the average TSR (the “Peer Group TSR”) for the following peer companies: Acadia Realty Trust; American Assets Trust, Inc.; Brixmor Property Group Inc.; Federal Realty Investment Trust; InvenTrust Properties Corp.; Kimco Realty Corporation; Kite Realty Group Trust; Regency Centers Corporation; Retail Opportunity Investments Corp.; SITE Centers Corp.; and Spirit Realty Capital, Inc. (the “Peer Group”) with an initial investment of $100 on July 15, 2021, the first day on which our common stock began trading on Nasdaq .
(3)Adjusted FFO is a non-GAAP measure calculated from Nareit FFO and Core FFO. Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance and Core FFO includes certain non-comparable items that affect our performance over time. We believe Adjusted FFO provides further insight into our portfolio performance by focusing on the revenues and expenditures directly involved in our operations and the management of our entire real estate portfolio. For a reconciliation of how we calculate Nareit FFO, Core FFO, Adjusted FFO, and Same-Center NOI from GAAP Net Income, please see Annex A.
Relationship Between Compensation Actually Paid and Performance
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and our Peer Group TSR, in each case, for the fiscal years ended December 31, 2021 and 2022; and (ii) our net income and (iii) our Adjusted FFO, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Our common stock began trading on Nasdaq on July 15, 2021, and thus all TSR amounts are calculated with the $100 investment using the closing market price of our common stock on its first day of trading.
| 2023 PROXY STATEMENT | 50 | ||||||
| 2023 PROXY STATEMENT | 51 | ||||||
Important Financial Performance Measures for Pay Versus Performance
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2022:
•Adjusted FFO per share;
•Same-Center NOI growth ;
•Relative TSR ;
•Leased occupancy for our portfolio ;
•ABR per leased square foot growth ; and
•Net acquisition activity .
For additional details regarding our most important financial performance measures, please see the sections titled “2022 Annual Cash Incentive Program” and “Long-Term Equity Incentive Program” in our Compensation Discussion and Analysis (CD&A) above in this Proxy Statement.
The information and statements contained in the PAY VERSUS PERFORMANCE section shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or Exchange Act.
| 2023 PROXY STATEMENT | 52 | ||||||
Proposal 2: Advisory Vote on Executive Compensation
As required by Section 14A of the Exchange Act, you have the opportunity to cast an advisory, non-binding vote to approve the compensation of our NEOs as disclosed in this Proxy Statement.
As described in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the key objectives of our executive compensation program are to: (i) attract, motivate, reward and retain superior executive officers with the skills necessary to successfully lead and manage our business; (ii) achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and (iii) incentivize our executive officers to build value and achieve financial objectives designed to increase the value of our business through short-term and long-term incentive compensation programs. For our executive officers, these short-term and long-term incentives are designed to accomplish these objectives by aligning their compensation with our financial results.
We are asking our stockholders to indicate their support for our NEO compensation, as described in this Proxy Statement, by casting a non-binding advisory vote “FOR” the following resolution:
‘‘RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion is hereby APPROVED.’’
The vote on this resolution is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs as described in this Proxy Statement. The vote is advisory and, therefore, not binding on the Company, the Board or the Compensation Committee. The Board and the Compensation Committee value the opinions expressed by stockholders in their advisory votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding NEOs.
The next advisory vote on executive compensation will be held at our 2024 Annual Meeting of stockholders.
VOTE REQUIRED
Approval of this proposal requires the affirmative vote of a majority of all of the votes cast on the proposal at the Annual Meeting. Abstentions and broker non-votes are not votes cast and will have no effect on the vote on this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ADVISORY RESOLUTION TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION | ||
| 2023 PROXY STATEMENT | 53 | ||||||
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2023. Deloitte & Touche LLP has served as our independent registered public accounting firm since our formation in 2009.
Although the submission of this matter for approval by stockholders is not required by our bylaws or otherwise, the Board is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views. If our stockholders do not ratify the selection, the Audit Committee may, but is not required to, reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different auditor at any time during the year if it determines that a change would be in the best interests of the Company.
We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so, and they will be available to answer appropriate questions.
VOTE REQUIRED
Ratification of this proposal requires the affirmative vote of a majority of all of the votes cast on the proposal at the Annual Meeting. Abstentions are not votes cast and will have no effect on the vote on this proposal.
| THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023 | ||
AUDIT FEES
The aggregate fees billed for professional services provided by Deloitte & Touche LLP for the annual audit of our financial statements, and for audit-related, tax and other services performed in 2022 and 2021, are as follows:
2022 | 2021 | ||||||||||
Audit fees(1) | $ | 1,577,998 | $ | 1,238,992 | |||||||
Audit-related fees(2) | 170,000 | 455,000 | |||||||||
Tax fees(3) | 184,269 | 140,779 | |||||||||
| All other fees | — | — | |||||||||
| Total fees | $ | 1,932,267 | $ | 1,834,771 | |||||||
(1)Includes aggregate fees billed for annual audit and quarterly reviews of our consolidated financial statements.
(2)Includes fees billed for services reasonably related to the performance of the audit and review of the consolidated financial statements, including review of other SEC filings.
(3)Includes aggregate fees billed for services related to tax advice and planning.
| 2023 PROXY STATEMENT | 54 | ||||||
PREAPPROVAL POLICIES
The Audit Committee charter imposes a duty on the Audit Committee to preapprove all audit and non-audit services performed for us by our independent auditors, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Audit Committee or such service falls within available exceptions under SEC rules. The Audit Committee has established a policy regarding preapproval of such services, including the establishment of certain “general” preapprovals, subject to specified cost levels. For requests or applications for services where specific preapproval by the Audit Committee is not required, our management determines whether such services have general preapproval, and informs the Audit Committee on a timely basis of any such services rendered by the independent auditors.
Requests or applications to provide services that require specific preapproval by the Audit Committee are submitted to the Audit Committee by both the independent auditors and the Chief Financial Officer. The Chair of the Audit Committee has been delegated the authority to specifically preapprove certain services not covered by the general preapproval guidelines, provided that such preapprovals are disclosed to the full Audit Committee at the next regularly scheduled meeting. All services rendered by Deloitte & Touche LLP for the year ended December 31, 2022 were preapproved in accordance with the policies and procedures described above.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews the financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. Membership on the Audit Committee does not call for the professional training and technical skills generally associated with career professionals in the field of accounting and auditing. In addition, the independent auditors devote more time and have access to more information than does the Audit Committee. Accordingly, the Audit Committee’s role does not provide any special assurance with regard to the Company’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors. In this context, the Audit Committee reviewed the 2022 audited consolidated financial statements with management, including a discussion of the quality and acceptability of the Company’s financial reporting, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.
The Audit Committee reviewed with Deloitte & Touche LLP, which is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the U.S. Public Company Oversight Board and issuing a report on those financial statements and the effectiveness of the Company’s internal control over financial reporting, their judgments as to the quality and the acceptability of the consolidated financial statements and the Company’s internal control over financial reporting, and discussed the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee received from and discussed with Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding that firm’s independence from us. In addition, the Audit Committee considered whether Deloitte & Touche LLP’s provision of non-audit services is compatible with maintaining its independence from the Company.
The Audit Committee discussed with Deloitte & Touche LLP the overall scope and plans for the audit. The Audit Committee meets periodically, and at least quarterly, with Deloitte & Touche LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In reliance on these reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the 2022 audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.
Submitted by the Audit Committee
Leslie T. Chao (Chair)
Elizabeth O. Fischer
Stephen R. Quazzo
Gregory S. Wood
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The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Exchange Act.
Securities Authorized for Issuance Under Equity Compensation Plans
Information related to the Company’s equity compensation plans, including the number of unvested awarded shares outstanding and the number of shares available for future issuance as of December 31, 2022 under such plans, is as follows:
| (a) Number of Securities | (b) Weighted-Average | (c) Number of Securities Remaining | |||||||||
to be Issued Upon Exercise | Exercise Price of | Available for Future Issuance Under | |||||||||
of Outstanding Options, | Outstanding Options, | Equity Compensation Plans (excluding | |||||||||
Warrants, and Rights(1) | Warrants, and Rights | securities reflected in column (a))(2) | |||||||||
| Equity compensation | 2,156,495 | — | 4,505,588 | ||||||||
| plans approved by | |||||||||||
| security holders | |||||||||||
| Equity compensation | — | — | — | ||||||||
| plans not approved by | |||||||||||
| security holders | |||||||||||
| Total | 2,156,495 | — | 4,505,588 | ||||||||
(1)Includes approximately 0.8 million and 0.5 million performance-vesting awards (“PSUs”) at maximum achievement level under the plan metrics that were issued under our Amended and Restated 2010 Long-Term Incentive Plan (the “2010 Plan”) and our 2020 Plan, respectively. Based upon results to date, we currently expect a total of approximately 0.5 million of such PSUs to vest.
(2)Represents shares of our common stock available for grants under the 2020 Plan. There were no shares available under the 2010 Plan as of December 31, 2022.
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Beneficial Ownership of Common Stock
The following table sets forth information regarding the beneficial ownership of shares of our common stock and OP Units, which are redeemable for cash or, at our election, shares of our common stock on a one-for-one basis for: (i) each director (each of whom is a nominee); (ii) each NEO; (iii) all directors and executive officers as a group; and (iv) any person known to us to be the beneficial owner of more than 5% of our common stock. Beneficial ownership of our shares is as of March 17, 2023, based on 117,271,030 outstanding shares of our common stock on such date.
The SEC defines “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. The OP Units held by a person, and the RSUs, Class B Units and earned Class C Units held by a person that are vested as of, or that will vest within 60 days of, March 17, 2023 are deemed to be outstanding and beneficially owned shares of common stock for purposes of the table below for such person, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. OP Units are exchangeable, at the election of the holder, for cash equal to the fair market value of common stock or, at the option of our Operating Partnership, shares of common stock, on a one-for-one basis. Class B Units and Class C Units are issued under our LTI Program and are intended to qualify as profits interests in the Operating Partnership and, pursuant to our Operating Partnership’s partnership agreement, automatically convert on a one-for-one basis into OP Units once the Class B Units or Class C Units, as applicable, achieve parity with the OP Units (based on capital account balance per unit) and have satisfied all applicable time-vesting and performance-vesting conditions.
Unless otherwise indicated, the address of each individual listed below is c/o Phillips Edison & Company, Inc., 11501 Northlake Drive, Cincinnati, Ohio 45249.
Shares/Units Beneficially Owned | ||||||||||||||||||||
| Name of Beneficial Owner | Common | Rights to Common Stock(1) | Total | Ownership Percentage(2) | ||||||||||||||||
| Non-Employee Directors | ||||||||||||||||||||
| Leslie T. Chao | 31,922 | — | 31,922(3)(4) | * | ||||||||||||||||
| Elizabeth O. Fischer | 11,510 | — | 11,510(4) | * | ||||||||||||||||
| Stephen R. Quazzo | 37,088 | — | 37,088(4) | * | ||||||||||||||||
| Jane E. Silfen | 11,510 | — | 11,510(4) | * | ||||||||||||||||
| John A. Strong | 13,903 | — | 13,903(4) | * | ||||||||||||||||
| Gregory S. Wood | 16,974 | — | 16,974(4) | * | ||||||||||||||||
| NEOs | ||||||||||||||||||||
| Jeffrey S. Edison | 334,695(5) | 8,669,739(6) | 9,004,434 | 7.15% | ||||||||||||||||
| Devin I. Murphy | 13,575 | 669,454(7) | 683,029 | * | ||||||||||||||||
| Robert F. Myers | 15,490 | 186,488(8) | 201,978 | * | ||||||||||||||||
| John P. Caulfield | 17,341 | 20,596(9) | 37,937 | * | ||||||||||||||||
| Tanya E. Brady | 14,400 | 18,944(9) | 33,344 | * | ||||||||||||||||
| All directors and executive officers as a group (11 persons) | 518,408 | 9,565,221 | 10,083,629 | 7.95% | ||||||||||||||||
| 5% Beneficial Owners | ||||||||||||||||||||
| The Vanguard Group | 17,097,620 | — | 17,097,620(10) | 14.58% | ||||||||||||||||
| BlackRock, Inc. | 11,138,855 | — | 11,138,855(11) | 9.50% | ||||||||||||||||
| Wellington Management Group LLP | 9,238,506 | — | 9,238,506(12) | 7.88% | ||||||||||||||||
| Massachusetts Financial Services Company | 5,907,063 | — | 5,907,063(13) | 5.04% | ||||||||||||||||
•Less than 1%.
(1)There were an aggregate of 14,269,974 OP Units outstanding and not directly or indirectly held by the Company as of March 17, 2023. Includes OP Units held by the individual. Also includes earned Class C Units and Class B Units that are currently vested or vest within 60 days of March 17, 2023, as these LTIP units automatically convert on a one-for-one basis into OP Units once they achieve parity with the OP Units (based on capital account balance per unit) and have satisfied all applicable time-vesting and performance-vesting conditions.
(2)Based on 117,271,030 shares of our common stock outstanding, including restricted stock held by non-employee directors, as of March 17, 2023, plus for each person, the OP Units held by that person, and the Class B Units, Class C Units and RSUs held by that person that are vested as of, or that will vest within 60 days of, March 17, 2023. These rights to acquire common stock are deemed to be outstanding shares of common stock in calculating the total beneficial ownership and percentage of beneficial ownership of an individual (and the group) but are not deemed to be outstanding as to any other person.
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(3)Includes 189 shares held by Mr. Chao’s wife.
(4)Includes 5,063 shares of unvested restricted stock.
(5)Represents (i) 178,587 shares of common stock held directly, (ii) 77,354 shares of common stock held by PELP, (iii) 12,088 shares of common stock held by Edison Properties LLC, (iv) 33,333 shares of common stock held by Mother’s Trust, and (v) 33,333 shares of common stock held by Father’s Trust. Mr. Edison has shared voting and dispositive power as to the shares held by the entities referenced in (ii) through (v), and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The foregoing names of trusts are abbreviations.
(6)Represents (i) 3,289,158 OP Units and 10,691 earned Class C Units held directly that are vested as of, or will vest within 60 days of, March 17, 2023, (ii) 1,134,215 OP Units held by Edison Properties LLC (iii) 60,583 OP Units held by Father’s Trust, (iv) 276,927 OP Units held by Old 97, Inc., (v) 211,266 OP Units held by a trust, of which Mr. Edison’s wife is the trustee, (vi) 500,593 OP Units held by a trust, of which Mr. Edison is the trustee, (vii) 2,424,406 OP Units held by a trust, of which Mr. Edison’s wife is the trustee, (viii) 431,233 OP Units held by a trust, of which Mr. Edison is co-trustee, and (ix) 330,667 OP Units held by Edison Ventures Trust, of which Mr. Edison is trustee. Mr. Edison has shared voting and dispositive power as to the shares held by the entities referenced in (ii) through (ix), and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(7)Represents (i) 277,732 OP Units, 11,080 Class B Units and 2,154 earned Class C Units held directly that are vested as of, or will vest within 60 days of, March 17, 2023 and (ii) 378,488 OP Units held by DJM Investments LLC, as to which Mr. Murphy has voting and dispositive power.
(8)Represents 182,522 OP Units and 3,966 earned Class C Units that are vested as of, or will vest within 60 days of, March 17, 2023.
(9)Represents OP Units.
(10)Based on an Amendment to Schedule 13G filed with the SEC on February 9, 2023 by The Vanguard Group, as an investment advisor, reporting sole voting power over 0 shares, shared voting power over 303,862 shares, sole dispositive power over 16,693,686 shares and shared dispositive power over 403,934 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(11)Based on a Schedule 13G filed with the SEC on January 24, 2023 by BlackRock, Inc., reporting sole voting power over 10,886,075 shares and sole dispositive power over 11,138,855 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(12)Based on an Amendment to Schedule 13G with the SEC filed on February 6, 2023 by Wellington Management Group LLP, Wellington Investment Advisors LLP and Wellington Management Global Holdings, Ltd, each reporting beneficial ownership of 9,238,506 shares with shared voting power over 8,251,338 shares and shared dispositive power over 9,238,506 shares, and by Wellington Management, LLP., an investment advisor, reporting beneficial ownership of 8,877,525 shares with shared voting power over 8,120,930 shares and shared dispositive power over 8,877,525 shares. The securities are reported as owned of record indirectly by Wellington Management Group LLP, as parent holding company of certain holding companies, and directly by clients of the Wellington Investment Advisers and one or more identified investment advisors. The address for the filing persons is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(13)Based on a Schedule 13G filed with the SEC on February 8, 2023 by Massachusetts Financial Services Company, as an investment advisor, reporting sole voting power over 5,819,341 shares and sole dispositive power over 5,907,063 shares. The address of Massachusetts Financial Services Company is 111 Huntington Avenue, Boston, MA 02199.
| 2023 PROXY STATEMENT | 58 | ||||||
Related Party Transactions
RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES
The Board has adopted a Related Person Transactions Policy and Procedures in conformity with Nasdaq requirements that requires certain transactions to be reviewed and approved or ratified by the Audit Committee. The policy applies to all transactions or a series of transactions (i) in which the aggregate amount involved will or may exceed $120,000 in any fiscal year, (ii) between the Company and a director, executive officer or beneficial owner of more than 5% of our common stock, or immediate family member of the foregoing (“related person”) and (iii) in which such related person had, has or will have a direct or indirect material interest. In the course of its review and approval or ratification of such a transaction, the Audit Committee routinely considers the relevant known facts and circumstances of each such transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, whether the transaction arose in the ordinary course of business, and the extent of the related person’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics. If advance Audit Committee approval of a related party transaction is not feasible, then a related party transaction may be preliminarily entered into upon prior approval of the transaction by the Chairperson of the Audit Committee, subject to ratification of the transaction at the Audit Committee’s next regularly scheduled meeting. If ratification is not obtained at the Audit Committee’s next regularly scheduled meeting, then all reasonable efforts will be taken to cancel or nullify the transaction. A transaction that was not initially recognized as a related party transaction will be presented to the Audit Committee for ratification at the next regularly scheduled meeting promptly after recognition of such as a related party transaction. If ratification of such is not obtained at the Audit Committee’s next regularly scheduled meeting, then all reasonable efforts will be taken to cancel or nullify such transaction if it is not ratified.
The Audit Committee has preapproved certain transactions, including: (i) any compensation to an executive officer or director if such compensation is required to be reported in the Company’s Proxy Statement or Annual Report on Form 10-K under Item 402 of Regulation S-K and has been approved by the Board or the Compensation Committee, or would have been required to be reported if the executive was a NEO and such compensation has been approved, or recommended to the Board for approval, by the Compensation Committee; and (ii) any transaction in the ordinary course of business where the related person’s interest arises solely (a) as an employee, director or beneficial owner, together with any other related person beneficial owners, of less than 10% of the equity of the company party to the transaction, (b) in the case of limited partnerships, from a limited partner whose interest in the partnership party to the transaction, together with any other related person limited partners, is less than 10%, and who has no other position in the partnership and is not a general partner, or (c) from any charitable contribution, grant or endowment to a charitable organization, foundation or university where a related person other than a 5% stockholder that is not a natural person is an employee, if the aggregate amount involved in the current or any of the past three fiscal years does not exceed the greater of $200,000 or 5% of the total consolidated gross revenues for that year.
AGREEMENTS WITH RELATED PERSONS
Tax Protection Agreements
We, the Operating Partnership, and certain persons who are limited partners of the Operating Partnership, or the protected partners, entered into a tax protection agreement (the “2017 TPA”) on October 4, 2017 in connection with the closing of the October 2017 transaction pursuant to which we internalized our management structure through the acquisition of certain real estate assets and the third-party investment management business of PELP, in exchange for OP units and cash (the “PELP Transaction”). The 2017 TPA requires the indemnification of the protected partners for tax liabilities in certain instances, as detailed below. As a result of our effective tax planning and use of tax-deferred exchanges under Section 1031 (“Section 1031 Exchanges”) of the Code, no liability under the 2017 TPA has been incurred to date. We believe that we will either (i) continue to own and operate the remaining protected properties or (ii) be able to successfully complete Section 1031 Exchanges (unless there is a change in applicable law) or complete other tax efficient transactions to avoid any liability under the 2017 TPA during the term of the 2017 TPA.
In accordance with the 2017 TPA, if, during the period beginning on October 4, 2017 and ending on October 4, 2027, or the tax protection period, the Operating Partnership: (i) without the written approval of the “Partners’ Representative” (as defined in the 2017 TPA), (A) sells, exchanges, transfers or otherwise disposes of certain
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properties in a transaction that would result in the recognition of taxable income or gain by any protected partner under Section 704(c) of the Code, or (B) undertakes any merger, combination, consolidation or similar transaction (including a transfer of all or substantially all assets), or a fundamental transaction, that would result in the recognition of taxable income or gain by any protected partner; or (ii) fails (without the written approval of the Partners’ Representative) to maintain certain minimum levels of indebtedness that would be allocable to each protected partner for tax purposes or, under certain circumstances, to offer the protected partners the opportunity to guarantee certain types of the Operating Partnership’s indebtedness, then the Operating Partnership will pay each affected protected partner cash equal to the estimated applicable “make whole amount.” The “make whole amount” applicable to a transfer or transaction described in clause (i) above is generally equal to the sum of (1) the product of the applicable amount of income or gain recognized by the protected partner in respect of such transfer or transaction, multiplied by an assumed tax rate (based on the highest combined statutory U.S. federal and state tax rate), plus (2) a tax gross-up amount. The “make whole amount” applicable to a breach by the Operating Partnership of the obligations described in clause (ii) above is generally equal to the sum of (1) the product of the amount of income or gain recognized by the protected partner by reason of such breach, multiplied by an assumed tax rate, plus (2) a tax gross-up amount. As of December 31, 2022, 28 of our 271 wholly-owned properties, four outparcels and the land under which one of our properties is located, comprising approximately 10.9% of our annualized base rent, are subject to the protection described in clause (i) above, and the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to such protection is approximately $149.0 million.
Additionally, in the event a fundamental transaction occurs during the tax protection period in which the Company or the Operating Partnership is acquired by, or merged with or into, certain acquiror entities, each protected partner shall be provided with certain choices of consideration for each of their OP units, including (i) the same consideration that is paid with respect to each share of our common stock and (ii) units of partnership interest in certain acquiror partnerships. During the tax protection period, if a protected partner elects to receive the units described in clause (ii) in the preceding sentence and the Company, the Operating Partnership or their successors fail (without the written approval of the Partners’ Representative) to comply with certain equity, leverage or distribution obligations, then to the extent any protected partner elects to, or is required to, receive the consideration payable with respect to the redemption, exchange or other liquidity rights relating to such units, the Operating Partnership will pay each affected protected partner an amount of cash equal to the estimated applicable “make whole amount.” The “make whole amount” applicable to such transaction is generally equal to the sum of (1) the product of the amount of income or gain recognized by the protected partner in respect of such transaction, multiplied by an assumed tax rate, plus (2) a tax gross-up amount.
We and the Operating Partnership entered into an additional tax protection agreement (the “2021 TPA”) on July 19, 2021 with Mr. Edison, Mr. Murphy and Mr. Myers, which will become effective upon the expiration of the 2017 TPA. The 2021 TPA generally has the following terms: (i) the 2021 TPA will severally provide to Mr. Edison, Mr. Murphy and Mr. Myers the same protection provided under the 2017 TPA until 2031, so long as (a) Mr. Edison, Mr. Murphy or Mr. Myers (or their permitted transferees), as applicable, individually owns at least 65% of the OP units owned by him as of July 19, 2021 and (b) in the case of Mr. Murphy or Mr. Myers, Mr. Edison individually owns at least 65% of the OP units owned by him as of July 19, 2021; and (ii) following the expiration of the four-year tax protection period under the 2021 TPA in 2031, for so long as Mr. Edison holds at least $5 million in value of OP units, (a) Mr. Edison will have the opportunity to guarantee debt of the Operating Partnership or enter into a “deficit restoration” obligation, and (b) the Operating Partnership will provide reasonable notice to Mr. Edison before effecting a significant transaction reasonably likely to result in the recognition of more than one-third of the built-in gain allocated to Mr. Edison that was protected under the 2017 TPA as of July 19, 2021, and will consider in good faith any proposal made by Mr. Edison relating to structuring such transaction in a manner to avoid or mitigate adverse tax consequences to him; provided, however, that any such proposal by Mr. Edison would not, in the sole discretion of the Board, adversely affect or be reasonably likely to adversely affect the Company (including with respect to the timing or certainty of closing of any such transaction). The Operating Partnership has no obligation to ensure that the counterparty in a transaction accepts any alternative structure proposed by Mr. Edison.
Mr. Edison is a protected partner and the “Partners’ Representative” under the 2017 TPA and the 2021 TPA. Mr. Murphy and Mr. Myers are also protected partners under the 2017 TPA and the 2021 TPA.
PELP Transaction Contribution Agreement
In connection with the PELP Transaction, we entered into a contribution agreement (as amended, the “PELP Contribution Agreement”) with the Operating Partnership and the contributors listed therein. The PELP Contribution
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Agreement established an earn-out structure by which the contributors had the right to receive an aggregate of between a minimum of 1,000,000 and a maximum of 1,666,667 OP units as contingent consideration if a liquidity event, including the approval and listing for trading of our common stock on any national securities exchange, was successfully achieved by the Company by December 31, 2021, with the final number determined by the highest volume weighted average price per share of our common stock over any 30-consecutive-trading-day period during the 180 days after the approval and listing for trading of our common stock on a national securities exchange. On January 11, 2022, 768,845.770, 129,233.064 and 18,048.225 OP units were awarded to Mr. Edison, Mr. Murphy and Mr. Myers, respectively, in full satisfaction of the earn-out. OP units are redeemable for cash or, at our election, shares of our common stock on a one-for-one basis, subject to adjustment in certain circumstances.
Institutional REIT Contribution Agreement
On July 1, 2021, the Operating Partnership and certain of its subsidiaries entered into a contribution agreement, pursuant to which certain subsidiaries of the Operating Partnership contributed certain assets, including ownership interests in 23 wholly-owned properties, to Phillips Edison Institutional REIT LLC (the “Institutional REIT”), in exchange for equity interests in the Institutional REIT in transactions treated as tax-deferred contributions for U.S. federal income tax purposes. In the event we recognize gain on the taxable disposition of the stock of the Institutional REIT during the terms of the 2017 TPA or 2021 TPA, we would incur additional liability under those agreements.
Equity Holder Agreement
We and the Operating Partnership entered into an equity holder agreement at the closing of the PELP Transaction providing certain rights to the parties thereto. Among other things, if we file a Form S-3, each named equity holder (except any equity holder that has permanently waived such rights) will have the opportunity to be named as a selling securityholder and register their shares of our common stock held (or received upon the exchange of their OP units), subject to certain exceptions.
Aircraft Leases
PECO Air LLC (“PECO Air”), an entity in which Mr. Edison owns a 50% interest, owns an aircraft that the Company uses for business purposes pursuant to two written lease agreements. During 2022, we made aggregate payments of approximately $0.9 million to PECO Air, which represents the aggregate annual fees owed pursuant to the two lease agreements. In addition, we entered into an aircraft time sharing agreement with Mr. Edison for personal use of the aircraft leased to us by PECO Air. The FAA limits the costs that can be charged and reimbursed under a time share arrangement. Mr. Edison pays an hourly fee that is within the constraints of the FAA requirements, but is less than the hourly costs we incur under the lease agreements. In 2022, the cost of Mr. Edison’s use of the Company leased aircraft incurred by us exceeded the amount reimbursed by Mr. Edison by approximately $35,448, which is included as compensation for Mr. Edison in the “All Other Compensation” column of the table set forth in “Executive Compensation Tables— Summary Compensation Table.”
Stockholder Proposals and Director Nominations—2024 Annual Meeting of Stockholders
Any stockholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act, to be considered for inclusion in PECO’s proxy materials for the 2024 Annual Meeting of stockholders, must be received at PECO’s principal executive office, Phillips Edison & Company, Inc., Attention: Secretary, 11501 Northlake Drive, Cincinnati, Ohio 45249, no later than 5:00 p.m. Eastern Time on November 25, 2023.
In addition, our bylaws currently provide that for director nominations or other business to be properly brought at an Annual Meeting by a stockholder, the stockholder must comply with the advance notice provisions and other requirements of Section 2.12 of our current bylaws. These notice provisions require that nominations of individuals for election to the Board and the proposal of business to be considered by the stockholders at the 2024 Annual Meeting of stockholders, together with the information and other materials required by our bylaws, must be received no earlier than October 26, 2023 and no later than 5:00 p.m. Eastern Time on November 25, 2023. In addition to satisfying the foregoing requirements under our current bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than PECO’s nominees must provide notice that sets forth the information required by Rule 14a-19 of the rules promulgated under the Exchange Act no later than March 10, 2024.
| 2023 PROXY STATEMENT | 61 | ||||||
All proposals should be submitted in writing to: Phillips Edison & Company, Inc., Attention: Secretary, 11501 Northlake Drive, Cincinnati, OH 45249. All proposals must be in writing and otherwise in compliance with applicable SEC requirements and our bylaws.
We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 2024 Annual Meeting of stockholders.
Householding of Proxy Materials
SEC rules permit companies, brokers, banks or other intermediaries to deliver a single copy of a proxy statement and annual report to households at which two or more stockholders reside. This practice, known as ‘‘householding,’’ is designed to reduce duplicate mailings and save significant printing and postage costs, as well as natural resources. Stockholders that have been notified of and consented to householding will receive only one copy of this Proxy Statement.
If you would like to opt out of this practice for future mailings and receive separate proxy statements and annual reports for each stockholder sharing the same address, please contact your broker, bank or other intermediary. You may also obtain a separate proxy statement or annual report without charge by requesting them in writing at: Phillips Edison & Company, Inc., 11501 Northlake Drive, Cincinnati, Ohio 45249, Attention: Investor Relations; or by emailing InvestorRelations@phillipsedison.com. We will promptly send additional copies of this Proxy Statement. Stockholders sharing an address that are receiving multiple copies of this Proxy Statement can request delivery of a single copy of this Proxy Statement by contacting their broker, bank or other intermediary or by contacting the Company as indicated above.
Where You Can Find More Information
PECO files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. This Proxy Statement is, and PECO filings with the SEC are, available to the public over the internet at the SEC’s website at www.sec.gov. Investors may also consult our website for more information at www.phillipsedison.com/investors.
Copies of annual, quarterly and current reports, proxy statements and other information required to be filed with the SEC by PECO are available to our stockholders without charge upon written or oral request, excluding any exhibits to those filings. Our stockholders can obtain any of these filings by requesting them in writing at: Phillips Edison & Company, Inc., 11501 Northlake Drive, Cincinnati, Ohio 45249, Attention: Investor Relations; or by emailing investorrelations@phillipsedison.com.
| 2023 PROXY STATEMENT | 62 | ||||||
Frequently Asked Questions Regarding Our Annual Meeting
| Q: | Why am I being provided with these materials? | ||||
| A: | We have made these proxy materials available to you via the internet or, upon your request, have delivered printed versions to you by mail in connection with the Board’s solicitation of proxies for our Annual Meeting to be held on May 9, 2023, and any postponements or adjournments of the Annual Meeting. The Annual Meeting will be solely a virtual meeting of stockholders, and will be held at 11:00 A.M., Eastern Time via live webcast at www.virtualshareholdermeeting.com/PECO2023. By use of a proxy, you can vote whether you participate in the Annual Meeting or not. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision. This Proxy Statement and the related proxy card were first made available to our stockholders on or about March 24, 2023. | ||||
| Q: | Why are you holding a virtual Annual Meeting? | ||||
| A: | We believe holding our Annual Meeting via live webcast is an environmentally-friendly way to provide expanded access, improved communication and cost savings for our stockholders and the Company. The virtual meeting provides the same rights to participate as an in-person meeting. Stockholders will not be permitted to physically attend the Annual Meeting. During the Annual Meeting, you may submit questions and vote your shares electronically. | ||||
| Q: | Who is entitled to vote? | ||||
| A: | Only holders of record of shares of the Company’s common stock at the close of business on March 17, 2023, the record date, or their duly appointed proxies are entitled to notice of, and to vote at, the Annual Meeting. As of the record date, there were approximately 117,271,030 shares of the Company’s common stock outstanding and approximately 14,269,974 OP units not held by the Company, which are exchangeable for shares of the Company’s common stock. | ||||
| Q: | Who can participate in the Annual Meeting? | ||||
| A: | Persons with evidence of stock ownership as of the record date, including both registered holders and stockholders whose shares are held in street name (defined below) can participate in the virtual meeting by visiting www.virtualshareholdermeeting.com/PECO2023. You will need the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials. If you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with one. You may also submit questions in advance of the Annual Meeting by visiting www.proxyvote.com/peco and entering your control number. Additional information regarding stockholder questions and participation, rules, procedures and technical support can be viewed 15 minutes prior to the meeting at www.virtualshareholdermeeting.com/PECO2023. | ||||
| Q: | What is the difference between holding shares as a registered stockholder and as a beneficial owner or in “street name”? | ||||
| A: | If your shares were registered directly in your name as of the record date with our transfer agent, Computershare Trust Company, N.A., you are considered the “registered stockholder” of those shares. As a stockholder of record, we will mail the Notice Regarding the Availability of Proxy Materials or, if requested, copies of the proxy materials directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee (“street name”), you are considered the “beneficial owner” of the shares that are registered in street name. In this case, the Notice Regarding the Availability of Proxy Materials or, if requested, printed proxy materials and our 2022 Annual Report were forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions included in the materials. | ||||
| Q: | How many votes do I have? | ||||
| A: | Each share of the Company’s common stock is entitled to one vote on each of the seven director nominees and one vote on each of the other proposals. Stockholders may not cumulate votes in the election of directors. | ||||
| 2023 PROXY STATEMENT | 63 | ||||||
| Q: | Who is asking for my vote, and who pays for this proxy solicitation? | ||||
| A: | Your proxy is being solicited by the Board. PECO is paying the cost of soliciting proxies. Proxies may be solicited personally, by telephone, electronically via the internet or by mail. In accordance with the regulations of the SEC, we also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in forwarding proxy and solicitation materials to beneficial owners of our common stock. | ||||
| Q: | What constitutes a “quorum”? | ||||
| A: | Our bylaws provide that the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter constitutes a quorum at a meeting of our stockholders. Proxies received but marked as abstentions and “broker non-votes,” if any, are treated as being present at the Annual Meeting for purposes of determining whether a quorum is present. No business may be conducted at the Annual Meeting if a quorum is not present. Pursuant to PECO’s bylaws, the chairman of the meeting may adjourn the Annual Meeting to a later date, time and place announced at the meeting, whether or not a quorum is present and without a vote of stockholders. | ||||
| Q: | What is a “broker non-vote”? | ||||
| A: | A “broker non-vote” occurs when shares held by a broker, bank or other nominee are not voted with respect to a proposal because (1) the broker, bank or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank or other nominee lacks the authority to vote the shares at his or her discretion. This means that if the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. | ||||
| Q: | What are the voting requirements of the proposals? How are abstentions and broker non-votes treated? | ||||
| A: | Proposal 1: Election of Directors – You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. In uncontested elections, an affirmative vote of the majority of the total votes cast for and against such nominee is required for the election of a director. Votes cast includes votes against but excludes abstentions and broker non-votes with respect to a nominee’s election, and abstentions and broker non-votes will have no effect on the election of any director. The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at the Annual Meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the annual meeting at which a quorum is present. The election of directors at the Annual Meeting is not contested. Proposal 2: Advisory Vote on Executive Compensation – You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the advisory resolution on executive compensation, commonly referred to as a “say-on-pay” resolution. Approval requires the affirmative vote of a majority of votes cast on the proposal at the Annual Meeting. Abstentions and broker non-votes are not votes cast and will have no effect on the vote on this proposal. The say-on-pay vote is advisory only, and therefore not binding on the Company, the Compensation Committee or our Board. Although non-binding, our Board values the opinions that our stockholders express with their votes and the votes will provide information to the Compensation Committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation in the future. Proposal 3: Ratification Appointment of Independent Registered Public Accounting Firm – You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the ratification of the independent registered public accounting firm selected by the Audit Committee. Ratification by the stockholders requires the affirmative vote of the majority of votes cast on the proposal at the meeting. Abstentions are not votes cast and will have no effect on the vote on this proposal. Because this proposal is considered “routine,” brokers, banks and other nominees have discretionary authority to vote without receiving instructions. Thus, we do not expect any broker non-votes on this proposal. | ||||
| 2023 PROXY STATEMENT | 64 | ||||||
| Q: | How do I vote? | ||||
| A: | Registered stockholders or stockholders that hold shares in street name as of the close of business on the record date may vote in one of the following ways (as applicable): Registered Stockholders: Internet. You may submit a proxy by going to proxyvote.com/peco with use of the control number on your proxy card. Once at the website, follow the instructions to submit a proxy. Telephone. You may submit a proxy using the toll-free number at 1-800-690-6903 and follow the recorded instructions. You will be asked to provide the control number from your proxy card. Mail. You may submit a proxy by completing, signing, dating, and returning your proxy card, or voting instruction card, in the pre-addressed postage-paid envelope provided. The internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded. If you submit a proxy over the internet or by telephone, then you do not need to return a written proxy card or voting instruction card by mail. These internet and telephone facilities will close at 11:59 p.m. Eastern Time on May 8, 2023. Live Annual Meeting Participation. You may elect to participate in the Annual Meeting via live webcast, through which you may vote online during the Annual Meeting prior to the closing of the polls, and any previous votes that you submitted by mail, telephone or internet will be superseded. Stockholders holding in street name: Voting Instructions. You may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the internet, by telephone or by mail. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. Live Annual Meeting Participation. You may elect to participate in the Annual Meeting via live webcast, through which you may vote online during the Annual Meeting prior to the closing of the polls, and any previous votes that you submitted will be superseded. | ||||
| Q: | How will my proxy be voted? | ||||
| A: | All PECO shares entitled to vote and represented by properly completed proxies received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted in accordance with the recommendations of the Board. If you hold your shares in “street name,” through a broker, a bank or other nominee, and you do not provide voting instructions to your broker, bank or other nominee on Proposals 1 and 2, which are considered non-routine matters, your broker does not have the authority to vote on those proposals. This is generally referred to as a “broker non-vote.” Proposal 3, ratification of auditors, is considered a routine matter, and your broker has the authority to vote your shares on this proposal in their discretion. If any other business is properly presented at the Annual Meeting, a properly submitted proxy gives authority to each of John P. Caulfield and Tanya E. Brady, or their designee(s), to vote on such matters in accordance with the recommendation of the Board or, in the absence of such a recommendation, in his or her discretion. | ||||
| Q: | How does the Board recommend I vote? | ||||
| A: | The Board unanimously recommends that stockholders vote: • FOR each of the nominees named in this Proxy Statement for election as a director; • FOR the approval of the non-binding, advisory resolution on executive compensation; and • FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023. | ||||
| 2023 PROXY STATEMENT | 65 | ||||||
| Q: | Once I have submitted my proxy, is it possible for me to change or revoke my proxy? | ||||
| A: | Yes, a vote may be changed or a previously authorized proxy may be revoked at any time before it is exercised at the Annual Meeting by: •notifying our Secretary in writing that you are revoking your proxy; •executing and delivering a later-dated proxy card or submitting a later-dated proxy by telephone or via the internet, in either case, so long as we receive such card or later-dated proxy before the Annual Meeting date; or •participating in the Annual Meeting via live webcast and voting online during the Annual Meeting prior to the closing of the polls. Only the most recently submitted proxy will be counted and all others will be discarded regardless of the method of voting. Stockholders who hold shares in street name may revoke their voting instructions by following the instructions provided by their broker, bank or other nominee. | ||||
| Q: | Will my vote make a difference? | ||||
| A: | YES! Your vote is needed to ensure that the proposals can be acted upon. Because we are a widely held company, YOUR VOTE IS VERY IMPORTANT! Please vote promptly. Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes. | ||||
Annex A
Same-Center Net Operating Income
The Company presents Same-Center NOI as a supplemental measure of its performance. The Company defines NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes. For the years ended December 31, 2022 and 2021, Same-Center NOI represents the NOI for properties that were wholly-owned and operational for the entire portion of all comparable reporting periods and therefore highlights operating trends such as occupancy levels, rental rates, and operating costs. The Company believes Same-Center NOI provides useful information to its investors about its financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss). Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, PECO’s Same-Center NOI may not be comparable to other REITs.
Same-Center NOI should not be viewed as an alternative measure of the Company’s financial performance as it does not reflect the operations of its entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties that could materially impact its results from operations.
Nareit Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance. Nareit defines FFO as net income (loss) computed in accordance with GAAP, excluding: (i) gains (or losses) from sales of property and gains (or losses) from change in control; (ii) depreciation and amortization related to real estate; and (iii) impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect Nareit FFO on the same basis. The Company calculates Nareit FFO Attributable to Stockholders and OP Unit Holders in a manner consistent with the Nareit definition.
Core FFO is an additional financial performance measure used by the Company as Nareit FFO includes certain non-comparable items that affect its performance over time. The Company believes that Core FFO is helpful in assisting management and investors with the assessment of the sustainability of operating performance in future periods, and
| 2023 PROXY STATEMENT | 66 | ||||||
that it is more reflective of its core operating performance and provides an additional measure to compare PECO’s performance across reporting periods on a consistent basis by excluding items that may cause short term fluctuations in net income (loss). To arrive at Core FFO, the Company adjusts Nareit FFO Attributable to Stockholders and OP Unit Holders to exclude certain recurring and non-recurring items including, but not limited to: (i) depreciation and amortization of corporate assets; (ii) changes in the fair value of the earn-out liability; (iii) amortization of unconsolidated joint venture basis differences; (iv) gains or losses on the extinguishment or modification of debt and other; (v) other impairment charges; (vi) transaction and acquisition expenses; and (vii) realized performance income.
Adjusted FFO is calculated as Core FFO adjusted to exclude: (i) straight-line rent and non-cash adjustments, such as amortization of market lease adjustments, debt discounts, deferred financing costs, and market debt adjustments; (ii) recurring capital expenditures, tenant improvement costs, and leasing commissions; (iii) non-cash share-based compensation expenses; and (iv) our prorated share of the aforementioned adjustments for our unconsolidated joint ventures. Adjusted FFO provides further insight into our portfolio performance by focusing on the revenues and expenditures directly involved in our operations and the management of our entire real estate portfolio. Recurring property-related capital expenditures are costs to maintain properties and their common areas, including new roofs, paving of parking lots, and other general upkeep items, and recurring corporate capital expenditures are primarily costs for computer software and equipment.
Nareit FFO, Nareit FFO Attributable to Stockholders and OP Unit Holders, Core FFO and Adjusted FFO should not be considered alternatives to net income (loss) under GAAP, as an indication of the Company’s liquidity, nor as an indication of funds available to cover its cash needs, including its ability to fund distributions. Core FFO and Adjusted FFO may not be useful measures of the impact of long-term operating performance on value if the Company does not continue to operate its business plan in the manner currently contemplated.
Accordingly, Nareit FFO, Nareit FFO Attributable to Stockholders and OP Unit Holders, Core FFO and Adjusted FFO should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. The Company’s Nareit FFO, Nareit FFO Attributable to Stockholders and OP Unit Holders, Core FFO and Adjusted FFO, as presented, may not be comparable to amounts calculated by other REITs.
Same-Center Net Operating Income
The tables below compare Same-Center NOI (dollars in thousands):
| Year Ended December 31, | Favorable (Unfavorable) | ||||||||||||||||||||||
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Rental income(1) | $ | 378,971 | $ | 360,093 | $ | 18,878 | |||||||||||||||||
| Tenant recovery income | 120,141 | 115,848 | 4,293 | ||||||||||||||||||||
Reserves for uncollectibility(2) | (1,528) | 1,820 | (3,348) | ||||||||||||||||||||
| Other property income | 2,630 | 2,764 | (134) | ||||||||||||||||||||
| Total revenues | 500,214 | 480,525 | 19,689 | 4.1% | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Property operating expenses | 76,792 | 72,023 | (4,769) | ||||||||||||||||||||
| Real estate taxes | 62,179 | 62,818 | 639 | ||||||||||||||||||||
| Total operating expenses | 138,971 | 134,841 | (4,130) | (3.1)% | |||||||||||||||||||
| Total Same-Center NOI | $ | 361,243 | $ | 345,684 | $ | 15,559 | 4.5% | ||||||||||||||||
(1)Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.
(2)Includes billings that will not be recognized as revenue until cash is collected or the Neighbor resumes regular payments and/or we deem it appropriate to resume recording revenue on an accrual basis, rather than on a cash basis.
| 2023 PROXY STATEMENT | 67 | ||||||
Same-Center Net Operating Income Reconciliation-Below is a reconciliation of Net Income to NOI and Same-Center NOI (in thousands):
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
Net income | $ | 54,529 | $ | 17,233 | |||||||
| Adjusted to exclude: | |||||||||||
| Fees and management income | (11,541) | (10,335) | |||||||||
Straight-line rental income(1) | (12,265) | (9,404) | |||||||||
| Net amortization of above- and below-market leases | (4,324) | (3,581) | |||||||||
| Lease buyout income | (2,414) | (3,485) | |||||||||
| General and administrative expenses | 45,235 | 48,820 | |||||||||
| Depreciation and amortization | 236,224 | 221,433 | |||||||||
| Impairment of real estate assets | 322 | 6,754 | |||||||||
| Interest expense, net | 71,196 | 76,371 | |||||||||
Gain on disposal of property, net | (7,517) | (30,421) | |||||||||
Other expense, net | 12,160 | 34,361 | |||||||||
| Property operating expenses related to fees and management income | 3,046 | 4,855 | |||||||||
| NOI for real estate investments | 384,651 | 352,601 | |||||||||
Less: Non-Same-Center NOI(2) | (23,408) | (6,917) | |||||||||
| Total Same-Center NOI | $ | 361,243 | $ | 345,684 | |||||||
(1)Includes straight-line rent adjustments for Neighbors for whom revenue is being recorded on a cash basis.
(2)Includes operating revenues and expenses from non-same-center properties which includes properties acquired or sold and corporate activities.
| 2023 PROXY STATEMENT | 68 | ||||||
Nareit Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
The following table presents the Company’s calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders, Core FFO and Adjusted FFO and provides additional information related to its operations (in thousands, except per share amounts):
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders | |||||||||||||||||
Net income | $ | 54,529 | $ | 17,233 | $ | 5,462 | |||||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization of real estate assets | 232,571 | 217,564 | 218,738 | ||||||||||||||
| Impairment of real estate assets | 322 | 6,754 | 2,423 | ||||||||||||||
Gain on disposal of property, net | (7,517) | (30,421) | (6,494) | ||||||||||||||
| Adjustments related to unconsolidated joint ventures | 842 | 72 | 1,552 | ||||||||||||||
| Nareit FFO attributable to stockholders and OP unit holders | $ | 280,747 | $ | 211,202 | $ | 221,681 | |||||||||||
| Calculation of Core FFO | |||||||||||||||||
| Nareit FFO attributable to stockholders and OP unit holders | $ | 280,747 | $ | 211,202 | $ | 221,681 | |||||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization of corporate assets | 3,653 | 3,869 | 5,941 | ||||||||||||||
| Change in fair value of earn-out liability | 1,809 | 30,436 | (10,000) | ||||||||||||||
| Other impairment charges | — | — | 359 | ||||||||||||||
| Transaction and acquisition expenses | 10,551 | 5,363 | 539 | ||||||||||||||
Loss on extinguishment or modification of debt and other, net | 1,025 | 3,592 | 4 | ||||||||||||||
| Amortization of unconsolidated joint venture basis differences | 220 | 1,167 | 1,883 | ||||||||||||||
Realized performance income(1) | (2,742) | (675) | — | ||||||||||||||
| Core FFO | $ | 295,263 | $ | 254,954 | $ | 220,407 | |||||||||||
| Calculation of Adjusted FFO | |||||||||||||||||
| Core FFO | $ | 295,263 | $ | 254,954 | $ | 220,407 | |||||||||||
| Adjustments: | |||||||||||||||||
| Straight-line rent and above- and below-market leases | (16,625) | (13,008) | (6,498) | ||||||||||||||
| Non-cash debt adjustments | 5,884 | 6,260 | 7,418 | ||||||||||||||
Capital expenditures and leasing commissions(2) | (56,482) | (52,009) | (37,885) | ||||||||||||||
| Non-cash share-based compensation expense | 9,228 | 13,530 | 4,673 | ||||||||||||||
| Adjustments related to unconsolidated joint ventures | (613) | (783) | (502) | ||||||||||||||
| Adjusted FFO | $ | 236,655 | $ | 208,944 | $ | 187,613 | |||||||||||
| NAREIT FFO Attributable to Stockholders and OP Unit Holders/Core FFO/ Adjusted FFO per Diluted Share | |||||||||||||||||
| Weighted-average shares of common stock outstanding - diluted | 130,332 | 116,672 | 111,156 | ||||||||||||||
| Nareit FFO attributable to stockholders and OP unit holders per share - diluted | $ | 2.15 | $ | 1.81 | $ | 1.99 | |||||||||||
| Core FFO per share - diluted | $ | 2.27 | $ | 2.19 | $ | 1.98 | |||||||||||
| Adjusted FFO per share - diluted | $ | 1.82 | $ | 1.79 | $ | 1.69 | |||||||||||
(1)Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
(2)Excludes development and redevelopment projects.
| 2023 PROXY STATEMENT | 69 | ||||||
