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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐    Preliminary Proxy Statement

☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒    Definitive Proxy Statement

☐    Definitive Additional Materials

☐    Soliciting Material Pursuant to § 240.14a-12

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PHILLIPS EDISON & COMPANY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒    No fee required.

☐    Fee paid previously with preliminary materials.

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.










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Letter to Stockholders

March 21, 2024
Dear Fellow Stockholder,
On behalf of the Board of Directors and the entire PECO team, we cordially invite you to attend the 2024 Annual Meeting of stockholders of Phillips Edison & Company, Inc., a Maryland corporation. We are holding the Annual Meeting via live webcast, which allows us to communicate in a more cost-efficient and environmentally conscious manner while improving accessibility. We are hopeful that more of you will be able to participate in this meeting format.
The Annual Meeting will be held on Tuesday, April 30, 2024, at 11:00 a.m. Eastern Time exclusively via live webcast at www.virtualshareholdermeeting.com/PECO2024. At the Annual Meeting, stockholders of record as of the close of business on March 8, 2024 will be asked to consider and vote upon various matters, as more fully described in this Proxy. On or about March 21, 2024, we will mail to our stockholders of record on March 8, 2024 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 2023 the PECO team continued our track record of delivering strong growth. Net income increased 16.9%, Same-Center NOI increased 4.2%, Nareit FFO increased 6.7%, and Core FFO increased 5.2%. The continued strong performance of our portfolio is driven by our high occupancy, strong leasing spreads, high retention, and the many advantages of the suburban markets where we operate our neighborhood shopping centers. The operating environment remains strong with a resilient consumer. PECO continues to benefit from several positive macroeconomic trends that create demand for space and tailwinds for NOI growth. The transaction market also improved for us in the latter part of 2023, allowing us to exceed the midpoint of our original guidance for acquisitions. At the macroeconomic level, the year presented many challenges with high inflation, volatile and rising interest rates, and global conflict. However, the consistency of our growth is a testament to our differentiated and focused strategy of owning right-sized, grocery-anchored, neighborhood shopping centers anchored by the #1 or #2 grocer by sales in a market. Our results at the property level are driven by our integrated operating platform, plus our experienced and cycle-tested team.
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.
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Jeff Edison
Les Chao
Stockholder, Co-founder, Chairman & CEO
Stockholder and Lead Independent Director
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2024 PROXY STATEMENT



Notice of Annual Meeting of Stockholders
2024 ANNUAL MEETING INFORMATION & PROXY STATEMENT SUMMARY
The 2024 Annual Meeting of Stockholders (“Annual Meeting”) will be held on Tuesday, April 30, 2024, at 11:00 a.m. Eastern Time exclusively via live webcast at www.virtualshareholdermeeting.com/PECO2024. At the Annual Meeting, stockholders of record as of the close of business on March 8, 2024 (“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
DATE: Tuesday, April 30, 2024
TIME: 11:00 a.m. Eastern Time
PLACE: virtualshareholdermeeting.com/PECO2024
RECORD DATE: March 8, 2024
PROPOSALBOARD’S VOTING RECOMMENDATIONPAGE REFERENCE
(for more detail)
1.
Election of Directors
FOR each nominee
2.Advisory Resolution to Approve Executive CompensationFOR
3.Advisory Vote on the Frequency of Future Advisory Resolutions to Approve Executive Compensation1 YEAR
4.Ratification of Independent Registered Public Accounting FirmFOR
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, April 29, 2024.
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 4 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:

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YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.



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2024 PROXY STATEMENT




By Order of the Board of Directors,
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Tanya E. Brady
General Counsel, Executive Vice President and Secretary
Dated: March 21, 2024
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 21, 2024, 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.
























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2024 PROXY STATEMENT




Table of Contents
About PECO
2023 Performance Highlights
Corporate Governance
Summary of Key Corporate Governance Features
Our Director Nominees
Board Leadership Structure
Director Compensation
Director Nomination Process
Proposal 1: Election of Directors
Corporate Responsibility and Sustainability Program
Executive Officers
Compensation Discussion And Analysis
2023 Say-on-Pay Results
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, 2023 filed with the SEC on February 12, 2024, 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.


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2024 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 grocery-anchored neighborhood shopping centers. As of December 31, 2023, PECO managed 301 shopping centers, including 281 wholly-owned centers comprising 32.2 million square feet across 31 states and 20 shopping centers owned in one institutional joint venture.
Our portfolio primarily consists of neighborhood shopping centers anchored by the #1 or #2 grocer retailers by sales within their respective formats by trade area. PECO’s top grocery anchors include Kroger, Publix, Albertsons, and Ahold Delhaize. 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 U.S. Our brick and mortar assets positively contribute to our Neighbors’ omni-channel strategies and serve as last-mile delivery solutions.
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 stakeholders 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, cycle-tested and experienced team, 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 cycle-tested integrated operating platform will continue to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders.
Our Portfolio - Strategic Presence in Suburban Markets
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2024 PROXY STATEMENT
2



Core Values
For over 30 years, our Core Values have driven our culture, decision-making and actions – they reflect who we are, what we do and how we conduct our business. Our Core Values exemplify our commitment to our associates, our Neighbors, our stockholders and the communities we proudly serve. They are designed to represent our commitment to excellence in operating our business every day while fostering a culture that is energetic, innovative and competitive.
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2024 PROXY STATEMENT
3



2023 Performance Highlights
Highlights of our performance for the year ended December 31, 2023 include:
Performance_Highlights_v3_2024 (1).jpg
(1)Annualized Base Rent (“ABR”)
(2)Total return on shares of our common stock (“TSR”)
(3)FTSE Nareit All Equity REITs index (“FNER”)
(4)FTSE Nareit Equity Shopping Centers index (“FNSC”)

For a reconciliation of Net Income to Funds From Operations (“FFO”) Attributable to Stockholders and OP Unit Holders, as defined by the National Association of Real Estate Investment Trusts (“Nareit FFO”), and Core FFO Attributable to Stockholders and OP Unit Holders (“Core FFO”), 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.

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2024 PROXY STATEMENT
4



The following graph is a comparison of the cumulative TSR, S&P’s 500 Composite Index (“S&P 500”), FNER, and FNSC. The graph assumes that $100 was invested on July 15, 2021 (the first trading day for shares of our common stock) and assumes the reinvestment of any dividends. The TSR shown on the graph below is not indicative of future performance.
1010
Investment Value ($)
Ticker / Index7/15/202112/31/20216/30/202212/31/20226/30/202312/31/2023
PECO$100 $120 $124 $120 $131 $142 
S&P 500100 110 88 90 105 114 
FTSE Nareit All Equity REITs100 113 90 85 90 97 
FTSE Nareit Equity Shopping Centers100 114 93 100 101 112 
Corporate Governance
Our 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.
The Board has adopted Corporate Governance Guidelines, which are available on our website at www.phillipsedison.com/investors/governance.
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2024 PROXY STATEMENT
5



Board of Directors
Our Board of Directors (the “Board”) consists of nine members, seven of whom are independent and two of whom are not independent, including Jeff Edison who serves as our CEO. Each of these directors are nominated for election at our 2024 annual stockholder meeting.
Edison
Chao
Fischer
Quazzo
Silfen
Strong
Terry
Wang
Wood
Age
636764643863563765
Tenure
2009
2010
2019
2013
2019
2018
2023
2023
2016
Lead Independent Director
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Independent Directors
l
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l
Committees
Audit
lv$
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Compensation
l
lv
l
Nominating & Governance
l
lv
l(2)
l
Experience / Qualifications
Business/Strategic Leadership
l
l
l
l
l
l
l
l
l
Real Estate / Retail Industry
l
l
l
l
l
l
l
l
Corporate Governance
l
l
l
l
l
l
l
l
l
Financial / Accounting
l
l
l
l
l
l
l
l
l
Investment / Capital Markets
l
l
l
l
l
l
l
l
Risk Management or Oversight
l
l
l
l
l
l
l
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Technology / Information Systems / Data and Cybersecurity
l
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Human Capital Management
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(1)v = Chair $ = Financial Expert
(2)Mr. Quazzo served as a member of the Audit Committee until February 21, 2024, at which time he was appointed to serve on the Nominating and Governance Committee.

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2024 PROXY STATEMENT
6



Board Composition
The following charts show the composition of our nine director nominees by age, tenure, gender and racial or ethnic diversity. More information about the composition of our Board and the nominees can be found below.

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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 are designed to align with current best practices: https://cdn.kscope.io/929292e091752a2ced8ea0185f2d6610-Ongoing_Best_Practices_Infographic_2024.jpg

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2024 PROXY STATEMENT
7



SUMMARY OF KEY CORPORATE GOVERNANCE FEATURES
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2024 PROXY STATEMENT
8



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 several with institutional experience with PECO and the REIT industry, and those who have joined our Board more recently bring new perspectives and insights. 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, 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.
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JEFFREY (JEFF) S. EDISON
Chief Executive Officer and Chairman
Director Since 2009
Age 63
Mr. Edison has served as PECO’s Chairman of the Board and Chief Executive Officer since December 2009 and also served as President from October 2017 to August 2019. Mr. Edison also served as Chairman of the Board and Chief Executive Officer of Phillips Edison Grocery Center REIT III, Inc. (“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 PECO, Mr. Edison was a Senior Vice President from 1993 until 1995 and was a Vice President from 1991 until 1993 at NationsBank’s South Charles Realty Corporation. Prior to that, Mr. Edison was employed by Morgan Stanley Realty Incorporated from 1987 until 1990 and was employed by The Taubman Company from 1984 to 1987. Mr. Edison holds a Bachelor of Arts in mathematics and economics from Colgate University and a Master of Business Administration from Harvard University. In determining that he should serve as a director, our Board considered Mr. Edison’s extensive experience of more than 30 years in the commercial real estate industry, his leadership skills, integrity and judgment, and the deep knowledge of the Company and its assets he brings as our co-founder.

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LESLIE (LES) T. CHAO
Lead Independent Director (Non-Management)
Director Since 2010Committee Membership:Audit Committee (Chair)
Age 67
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.
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2024 PROXY STATEMENT
9



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ELIZABETH (LIZ) O. FISCHER
Independent Director (Non-Management)
Director Since 2019Committee Membership:Audit Committee
Age 64
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 and was formerly a certified public accountant. She holds a Bachelor of Arts from Colgate University and a Master of Business Administration from New York University. In determining that she should serve as a director, our Board considered Ms. Fischer’s extensive financial and investment expertise, leadership skills, integrity, judgment, and independence from management and our affiliates.
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STEPHEN (STEVE) R. QUAZZO
Independent Director (Non-Management)
Director Since 2013Committee Membership:Nominating & Governance
Age 64
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.

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2024 PROXY STATEMENT
10



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JANE E. SILFEN
Independent Director (Non-Management)
Director Since 2019Committee Membership:Compensation Committee
Age 38
Jane Silfen is a Vice President of Mayfair Management Co., Inc., a family office where she is responsible for overseeing and making public and private investments. She has held this role since 2015. Ms. Silfen began her career in investment banking at Goldman, Sachs & Co. from 2007 to 2010 and later served as an Associate and Vice President at Encourage Capital, LLC from 2014 to 2017. In 2019 she founded Mayfair Advisors, a clean technology investment consultancy. From 2019 to 2023, she also worked at WindSail Capital Group, which provides growth financing to companies advancing decarbonization, first as an Operating Advisor working directly with WindSail’s portfolio companies and subsequently as a Managing Director on WindSail’s investment team. Ms. Silfen holds a Bachelor of Arts from the University of Pennsylvania and a Master of Public Policy and Master of Business Administration from Harvard Business School. She is also a CFA Charterholder. In determining that she should serve as a director, our Board considered Ms. Silfen’s investment experience, clean technology and sustainability expertise, integrity, judgment, and independence from management and our affiliates.

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JOHN A. STRONG
Independent Director (Non-Management)
Director Since 2018Committee Membership:Compensation Committee (Chair)
Age 63
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.

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2024 PROXY STATEMENT
11



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ANTHONY (TONY) E. TERRY
Independent Director (Non-Management)
Director Since 2023Committee Membership:Audit Committee
Age 56
Mr. Terry served as Executive Vice President and Chief Financial Officer for Marriott Vacations Worldwide Corporation (NYSE: VAC), a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, from October 2021 until his retirement in September 2023, and served as Senior Vice President, Global Operations Finance at VAC from July 2005 to September 2021. As CFO at VAC, Mr. Terry led the global finance and accounting organization as well as the feasibility and development functions. Mr. Terry spent more than 26 years with VAC and has extensive experience in strategic planning, organizational optimization and financial analysis. He held numerous roles of increasing responsibility, including leadership roles in accounting, finance, new product development, brand management, product supply management, strategic planning, M&A, investor relations and capital markets. Prior to VAC, Mr. Terry worked in various management roles at The Walt Disney Company and Arthur Andersen LLP. Mr. Terry is currently on the board of directors of Newell Brands (Nasdaq: NWL), where he serves as a member of the audit committee and is a member of the advisory committee for the Department of Finance at the University of Central Florida. Mr. Terry holds a Bachelor of Science in accounting from Florida State University and has attended the Wharton Business School Executive Development Program. In determining that he should serve as a director, the Board considered Mr. Terry’s public company expertise, corporate and operational finance expertise, strategic planning expertise, business development expertise, integrity, judgment and leadership skills.

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PARILEE E. WANG
Director (Non-Management)
Director Since 2023Committee Membership:None
Age 37
Since February 2023, Ms. Wang has served as the Chief Product Officer of Alloy, a global identity risk decisioning platform that helps banks and fintech companies automate their decisions for onboarding, ongoing monitoring and credit underwriting. From March 2022 to February 2023, Ms. Wang served as the Head of Product of Alloy. Prior to joining Alloy, Ms. Wang was with Bread Finance (now Bread Financial), where she served as Senior Vice President and Head of Product from June 2020 to February 2022. As a member of the senior leadership team, Ms. Wang drove the product vision and execution that led to the successful sale of Bread Finance to Alliance Data Systems in December 2021 for approximately $450 million. Ms. Wang additionally held roles at Bread Finance of Vice President and Head of Product from May 2019 to June 2020 and Senior Director and Head of Product from January 2018 to May 2019. From 2012 to 2018, Ms. Wang was with OnDeck Capital Inc., where she held various positions, ending as Senior Director, Product Management. In that role, Ms. Wang led new product development and global expansion efforts, contributing to OnDeck's approximately $1.3 billion initial public offering in December 2014. From 2008 to 2011, Ms. Wang served as Manager, Digital Business Development of Barnes & Noble.com. Ms. Wang holds a Bachelor of Arts in international relations from Stanford University, where she graduated Phi Beta Kappa with Distinction, and a Master of Business Administration from Harvard Business School, where she was a Baker Scholar. In determining that she should serve as a director, the Board considered Ms. Wang’s banking and financial technology sector experience, data-driven business development expertise, business start-up expertise, educational excellence, integrity, judgment, leadership skills and passion for supporting the Company's core values while protecting the long-term interests of shareholders.

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2024 PROXY STATEMENT
12



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GREGORY (GREG) S. WOOD
Independent Director (Non-Management)
Director Since 2016Committee Membership:Audit Committee
Age 65
Compensation Committee
Mr. Wood served as Executive Vice President and Chief Financial Officer of EnergySolutions, Inc., a leading services provider to the nuclear industry, from June 2012 until his retirement in June 2023. Prior to that, Mr. Wood held the role of Chief Financial Officer at numerous public and private companies, including Actian Corporation, Silicon Graphics, Liberate Technologies, and InterTrust Technologies. Mr. Wood was a director of Steinway Musical Instruments, Inc. from October 2011 to October 2013, where he also served as Chairman of the Audit Committee. Mr. Wood, formerly a certified public accountant, holds a Bachelor of Business Administration in accounting from the University of San Diego and a Juris Doctor from the University of San Francisco School of Law. In determining that he should serve as a director, our Board considered Mr. Wood’s accounting and financial management expertise, public company director experience, integrity, judgment, and independence from management and our affiliates.

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 BOARDMr. Jeffrey S. Edison
LEAD INDEPENDENT DIRECTORMr. Leslie T. Chao
BOARD COMMITTEESIndependent 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.
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.
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Director Independence
Currently, our Board consists of nine directors. Seven of our nine directors and all members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are “independent” as defined by the
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2024 PROXY STATEMENT
13



rules of the Nasdaq Global Select Market (“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, other than Ms. Wang, is “independent” as defined by Nasdaq. Ms. Wang is the daughter of Mr. Edison.
Independent Director Executive Sessions
In 2023, the independent directors met in executive session at all regularly scheduled Board and committee meetings. The Lead Independent Director chairs the Board executive sessions, and the chairs of the applicable committees chair the committee meetings.
Attendance
The Board held four meetings in 2023. Each director attended 100% of the meetings of the Board and each Board committee on which they then served. Each director also attended the 2023 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.
Board Diversity Matrix
The table below provides certain highlights of the composition of our Board members and nominees as of March 21, 2024.
EdisonChaoFischerQuazzoSilfenStrongTerryWangWoodTotals
Gender Identification
MaleXXXXXX6
FemaleXXX3
Non-Binary
Gender Undisclosed
Total9
Other Categories of Identification
African American or BlackX1
Alaskan Native or American Indian
AsianX1
Hispanic or Latinx
Native Hawaiian or Pacific Islander
WhiteXXXXXXX7
Two or More Races or Ethnicities
LGBTQ+
Undisclosed

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2024 PROXY STATEMENT
14



BOARD COMMITTEES
The Board has established three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. 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.
AUDIT COMMITTEE
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Total Members(1):
4
ü Mr. Chao, Chair
2023 Meetings:
4
ü All members independent
ü All members “financially literate” per Nasdaq rules
ü All members “audit committee financial experts”
(1)Mr. Terry was appointed to the Audit Committee on September 25, 2023. Mr. Quazzo served as a member of the committee until February 21, 2024. There are currently four members on the Audit Committee.
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.

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2024 PROXY STATEMENT
15



COMPENSATION COMMITTEE
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Total Members:3
ü Dr. Strong, Chair
2023 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, discuss with management and make a recommendation to the Board on the Compensation Discussion and Analysis required to be included in our proxy statement for the Annual Meeting of stockholders
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 2023
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 2023
During 2023, 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.


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2024 PROXY STATEMENT
16



NOMINATING AND GOVERNANCE COMMITTEE
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Total Members(1):
4
ü Ms. Fischer, Chair
2023 Meetings:
6
ü All members independent
(1)Mr. Quazzo was appointed as a member of the Nominating and Governance Committee effective February 21, 2024. There are currently four members on the Nominating and Governance Committee.
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 responsibility and sustainability, human capital and enterprise risk management programs, receiving periodic updates on each program from management. The Board oversees our financial credit and liquidity risk by working with management to evaluate elements of financial and credit risk and advises on our financial strategy, capital structure and long-term liquidity needs. The Board also oversees cyber and information security matters, receiving quarterly updates from management.
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 our internal audit function, and (iii) 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.
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2024 PROXY STATEMENT
17



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 (including our principal executive, principal financial, and principal accounting officers), and all associates. 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 Officer10x
multiple of annual base salary
Non-Management Directors4x
multiple of retainer
Non-CEO NEOs3x
multiple of annual base salary



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2024 PROXY STATEMENT
18



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 2023, 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 as in effect for fiscal 2023 prior to our 2023 Annual Meeting, our non-employee directors were entitled to receive an annual cash retainer in the amount of $60,000 and additional annual cash retainers for committee and Lead Independent Director service 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
Effective as of our 2023 Annual Meeting, the Compensation Committee approved an increase in the annual cash retainer to $65,000 (rather than $60,000) and also approved the following changes to the additional cash retainers for committee and Lead Independent Director service:
Chair of Compensation Committee: $20,000 (rather than $15,000)
Chair of Nominating and Governance Committee: $20,000 (rather than $15,000)
Non-Chair Compensation Committee Member: $15,000 (rather than $10,000)
Non-Chair Nominating and Governance Committee Member: $15,000 (rather than $10,000)
Lead Independent Director: $45,000 (rather than $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 (the “annual equity grant”). Commencing in 2024, each non-employee director will be given the opportunity to elect to receive his or her annual equity grant in the form of Class B Units in lieu of restricted stock. Each annual equity 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 non-employee director’s continued service through the vesting date.
As of March 21, 2024, each non-employee director that has served on the board for five years is in compliance with the applicable minimum targets of the common stock or common stock equivalent ownership levels required by our SOP (described above). Under our SOP, a new non-employee director must achieve the required thresholds within a five-year period.
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2024 PROXY STATEMENT
19




Director Compensation Table
The following table sets forth the compensation of our non-employee directors who served on the Board during 2023. 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 PaidAwards
Compensation
in Cash ($)(1)
($)(2)
($)(3)
Total ($)
Leslie T. Chao146,250 
               110,000(4)
6,892 263,142 
Elizabeth O. Fischer97,500 
110,000(4)
6,892 214,392 
Paul J. Massey, Jr.(5)
20,000 — 3,150 23,150 
Stephen R. Quazzo78,750 
110,000(4)
6,892 195,642 
Jane E. Silfen77,500 
110,000(4)
6,892 194,392 
John A. Strong93,750 
110,000(4)
6,892 210,642 
Anthony E. Terry13,500 
57,562(6)
164 71,226 
Parilee E. Wang32,860 
94,630(7)
1,330 128,820 
Gregory S. Wood90,000 
110,000(4)
6,892 206,892 

(1)Represents cash fees earned in 2023, certain of which were paid in 2024 in arrears.
(2)Represents the aggregate grant date fair value of restricted stock awards made to our directors in 2023, 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, 2023.
(3)Represents dividends paid on unvested restricted stock.
(4)As of December 31, 2023, unvested restricted stock held by each of Messrs. Chao, Quazzo, Strong and Wood and Mses. Fischer and Silfen totaled 5,387 shares.
(5)Mr. Massey resigned from the Board effective March 22, 2023 and, as a result, did not receive an annual equity award in 2023.
(6)As of December 31, 2023, unvested restricted stock held by Mr. Terry totaled 1,683 shares.
(7)As of December 31, 2023, unvested restricted stock held by Ms. Wang totaled 2,776 shares.

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
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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.
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—2025 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 (iii) another category, 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.

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Proposal 1: Election of Directors
You are being asked to elect nine director nominees to serve on our Board until the Company’s 2025 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 nine 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

Corporate Responsibility and Sustainability Program
Our corporate responsibility and sustainability program (“CRSP”), which we also refer to as our “PECO-ECO Promise™”, is designed to align with our corporate mission and strategic initiatives. With a mission of “creating great omni-channel grocery-anchored shopping experiences and improving our communities, one shopping center at a time”, we strive to have a positive impact on all our stakeholders. Our CRSP is overseen by our full Board of Directors (the “Board”) reflecting our comprehensive approach to strong governance. In addition, we have a dedicated director liaison, Ms. Silfen, providing oversight to our PECO-ECO team members based on her significant experience in energy innovation and sustainability. Our PECO-ECO Team is led by our General Counsel, who provides regular updates to the full Board on our CRSP.
Our PECO-ECO Promise™ is based on four pillars that are guided by our mission and our goal of driving long-term value creation for our stakeholders: our People and Culture, Environmental Stewardship, Community, and Oversight and Ethics.





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Goal: Upgrade Landlord Controlled Parking Lot Lighting to LED
Target: 100% of properties by 2025
Goal: Reduce Landlord Controlled Waste to Landfills(1)
Target: 25% reduction by 2030
Goal: Install EV Charging Stations
Target: 50% of eligible properties by 2030
Goal: Reduce Landlord Controlled Water Consumption
Target: 30% reduction by 2030
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Goal: Achieve Associate Experience Survey Participation Rate
Target: 85% or greater
Goal: Maintain Associate Engagement Index Score
Target: 85% or greater
Goal: Maintain Voluntary Turnover Rate
Target: Below 15%
Goal: Associate Support for Philanthropic Efforts (PECO Community Partnership)
Target: 30% or greater
Goal: Participation in Wellness Programs (one or more programs annually)
Target: 60% or greater
Goal: Average Annual Training Hours per Associate
Target: 15 hours or greater
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Goal: Acknowledgement of Code of Business Conduct and Ethics
Target: 100% of associates annually
Goal: Annual Ethics and Cybersecurity Training
Target: 100% of associates annually
Goal: Attendance at Board of Directors and Committee Meetings
Target: 75% or greater for directors
Goal: Attendance at Annual Meeting of Stockholders
Target: 75% or greater for directors
(1)Excludes waste generated from construction or redevelopment.


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People and Culture
At PECO, our associates are our greatest asset. We believe in fostering a work environment where every team member feels valued, respected, and empowered. To achieve this, our key areas of focus include:
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Engagement and Satisfaction: We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for seven consecutive years by Cincinnati Enquirer. By granting 100% of eligible associates service-based restricted stock units in PECO, we empower and encourage our associates to think and operate like owners, which we believe drives better decision making and strengthens our culture.
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Learning and Development: We are committed to continuous learning and the professional development of our associates. Established in 2007, PECO University is a hub for learning and development of our associates, encompassing our online learning platform, PECO U online, leadership development, mentoring programs, and more. PECO’s commitment to continuous learning includes an annual talent management process, workshops on development goal plans, and the PECO Mentor Match program, an internal mentoring program.
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Health and Well-Being: We strive to create a workplace that prioritizes the well-being of our associates. Our “Beyond Benefits” wellness program is integral to our Company’s culture and is designed to address our associates’ emotional, physical, and financial well-being. The program includes sponsoring wellness activities and challenges designed to improve the overall health of our associates.
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Inclusion and Belonging: At PECO, fostering connection and inclusivity is a core commitment of our culture. We established three associate-led resource groups, PECO Multicultural Opportunities, Resources & Education (“PECO MORE”), PECO Networking Opportunities for Women (“PECO NOW”), and PECO Connect to help further diversity, inclusion, collaboration, and communication throughout the Company.
As of December 31, 2023, we had approximately 290 associates located in 20 states across the country, with concentrations in our corporate offices in Cincinnati, Ohio; Park City, Utah; and Atlanta, Georgia. Approximately 51% of our workforce is female and 49% is male. Our senior leadership team is 18% female and 82% male, while manager roles and above are approximately 39% female and 61% male. For the year ended December 31, 2023, our overall turnover rate was 8%, with 6% voluntary turnover, compared to our previous three year overall turnover average of 13%, with 10% voluntary turnover.
Environmental Stewardship
Environmental stewardship is an important component of our commitment to sustainability, encapsulated in our PECO-ECO Promise™. We recognize that sustainable practices are not only beneficial for the environment but also essential for our business success and the well-being of the communities we operate in. Our decade-long journey in implementing sustainable initiatives across our portfolio underscores our belief in these practices as positive investments in our business, the environment, and our Neighbors, thereby improving the communities we serve.
Our sustainability practices are focused on improving operational efficiencies and resource reductions within our portfolio through key initiatives, such as calculating our Scope 1 and Scope 2 GHG emissions, participating in the Global Real Estate Sustainability Benchmark ("GRESB") Real Estate Assessment, pursuing energy efficiency, developing on-site solar projects, and installing electric vehicle (EV) charging stations. We also focus on attaining sustainable property certifications, implementing water conservation measures, and managing waste effectively. Further, we are in the process of conducting a climate change scenario analysis on our portfolio, with the goal of better understanding potential physical and transition risks.
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We are proud to highlight the milestones below, as of December 31, 2023, in our ongoing sustainability journey: https://cdn.kscope.io/929292e091752a2ced8ea0185f2d6610-Environmental_Stewardship_2024.jpg
Community
Through our mission of “creating great omni-channel grocery-anchored shopping experiences and improving our communities, one shopping center at a time”, we strive to actively engage with our Neighbors and the local communities that we serve. Our focus is on being Locally Smart™ and understanding the unique needs of each community. This commitment to our communities extends to its physical spaces, with initiatives like Front Row to Go® providing convenient curbside pickup for our local shoppers, and a retailer mix that offers storefront windows and drive-through stores for additional convenience for local shoppers.
Our community commitment is also evident in initiatives like our PECO Community Partnership, an award-winning, associate-led program that encourages community involvement and connects our associates to causes they care about. In 2023, PECO Community Partnership sponsored 15 community service events and contributed over 440 service hours, including a volunteer day in partnership with Keep Cincinnati Beautiful at Green Man Park where 69 associates participated in a park cleanup and revitalization project.
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PECO's partnership with communities also extends to disaster relief efforts, exemplified by our Incident Response Team. This team provides support to Neighbors and communities impacted by disasters, such as Hurricane Idalia in August 2023, as part of PECO's commitment to being there for its Neighbors and communities during challenging times.
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Oversight and Ethics
Our governance framework guides our decision-making and accountability. Supported by an experienced executive management team, we maintain a robust system of corporate governance policies, designed to foster an ethical culture committed to the PECO-ECO Promise™ and sound financial management.
We believe our corporate governance structure closely aligns our interests with those of our stockholders. Notable features include: (i) each of our directors is subject to election annually, and our charter prevents us from classifying our Board unless we receive prior stockholder approval; (ii) we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law; (iii) we do not have a stockholder rights plan; (iv) we have a Stock Ownership Policy that requires each non-employee director, our CEO, and each other named executive officer to own a certain amount of our equity; and (v) our bylaws provide that our stockholders may alter or replace our bylaws upon the affirmative vote of a majority of the votes entitled to be cast.
We operate under the oversight of our Board, which is comprised of nine directors, seven of whom meet the independence criteria set forth by Nasdaq and SEC rules. 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 annually evaluating our Board and each of its committees. We are cognizant of “overboarding,” and none of our directors serve on more than two other public company boards. We are compliant with Nasdaq’s Board Diversity Rule and have three female directors and two directors who are members of underrepresented racial or ethnic minorities. We value both new perspectives and the deep institutional knowledge and experience of longer-tenured directors. Our Board has significant diversity of length of service, reflecting our Board’s attention to an effective director refreshment process.
We have also established ethical standards for our vendors and contractors, outlined in our Vendor Principles and Standards of Conduct, to ensure alignment with our expectations for ethical behavior, environmental stewardship, and social commitments. In general, we expect our vendors and contractors to act ethically and in a manner consistent with our Code of Business Conduct and Ethics.
Stakeholder Engagement
Effective stakeholder engagement, communication, and transparency is essential to our commitment to responsible business practices. We actively engage with various stakeholders to understand their perspectives, address their concerns, and maintain open lines of communication.
We engage with our investors through a mix of in-person and virtual meetings, industry and sell-side sponsored conferences, non-deal roadshows and property tours. In 2023, highlights of our investor engagement program included:
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Executive Officers
Below is certain information about our current executive officers as of the date of this Proxy Statement.
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JEFFREY (JEFF) S. EDISON
Chief Executive Officer and Chairman of the Board
Age 63
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 NationsBank’s South Charles Realty Corporation. Prior to that, Mr. Edison was employed by Morgan Stanley Realty Incorporated from 1987 until 1990, and was employed by The Taubman Company from 1984 to 1987. Mr. Edison holds a Bachelor of Arts in mathematics and economics from Colgate University and a Master of Business Administration from Harvard University.
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ROBERT (BOB) F. MYERS
President
Age 51
Mr. Myers has served as our President since January 1, 2024. Until January 1, 2024, Mr. Myers served as Chief Operating Officer from October 2010 and Executive Vice President from 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. 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.

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JOHN P. CAULFIELD
Chief Financial Officer, Executive Vice President and Treasurer
Age 43
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.
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TANYA E. BRADY
General Counsel, Executive Vice President and Secretary
Age 56
Ms. Brady has served as our General Counsel since January 2015, as Secretary since November 2018, as Chief Ethics & Compliance Officer from August 2021 until December 31, 2023, 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. Since January 2022, Ms. Brady has led our Corporate Responsibility and Sustainability Program. 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.
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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 2023, 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.
Effective December 31, 2023, Mr. Murphy stepped down as our President and, effective January 1, 2024 serves as our Managing Director of Investment Management. Effective January 1, 2024, Mr. Myers became our President and ceased to serve as our Chief Operating Officer. Additionally, effective January 1, 2024, Ms. Brady ceased to serve as our Chief Ethics & Compliance Officer. We expect that Mr. Murphy will continue to serve as our Managing Director of Investment Management through his retirement, which we expect to be effective as of June 30, 2024.
Summary of Key Compensation Practices
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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:
ELEMENTFORMDESCRIPTION
Fixed Compensation
Base SalaryCash
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 PlanCash 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
2023 Company performance metrics were Adjusted FFO per share and Same-Center NOI growth
Long-Term Incentive PlanPerformance- 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
2023 awards were 60% performance-based and 40% time-based, as more fully described below
Time- Based Awards
For a reconciliation of Net Income to Same-Center Net Operating Income (“Same-Center NOI”) and Adjusted FFO Attributable to Stockholders and OP Unit Holders (“Adjusted FFO”), 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.


















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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 2023:
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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 2023. 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 2023, 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 2023, 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.
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Acadia Realty TrustInvenTrust Properties Corp.Retail Opportunity Investments Corp.
American Assets Trust, Inc.Kimco Realty CorporationSITE Centers Corp.
Brixmor Property Group Inc.Kite Realty Group TrustSpirit Realty Capital, Inc.
Federal Realty Investment TrustRegency Centers Corporation
To further assess our compensation levels for 2023, 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.
2023 SAY-ON-PAY RESULTS
96%
2023 SAY ON PAY
VOTING RESULTS
Each year, the Compensation Committee considers the outcome of the stockholder advisory resolution on executive compensation when making future decisions relating to the compensation of our NEOs and our executive compensation program and policies. In 2023, stockholders showed support for our executive compensation programs, with more than 96% of the votes cast for the approval of the “say-on-pay” proposal at our 2023 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. Following the 2018 “say-on-pay frequency” vote, our Board of Directors determined to continue to hold annual say-on-pay votes, and the Board recommends that stockholders vote to continue to hold annual say-on-pay votes this year.
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.
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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 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 and Ms. Brady each received a 5% increase to their base salary in 2023 and each of Messrs. Edison, Murphy, and Myers received a 3% increase to their base salaries in 2023.
The following table presents the annual base salary of each of our NEOs for 2022 and 2023:
Executive Officer
2022 Base Salary ($)
2023 Base Salary ($)
% Increase
Jeffrey S. Edison884,000 910,520 %
Devin I. Murphy509,600 525,000 %
Robert F. Myers509,600 525,000 %
John P. Caulfield413,000 435,000 %
Tanya E. Brady379,600 400,000 %

2023 Annual Cash Incentive Program
Program Design
In February 2023, the Compensation Committee, in consultation with FPC, approved the 2023 annual cash incentive program for our executive officers. The 2023 annual cash incentive program used the same Company performance measures, Adjusted FFO per share and Same-Center NOI growth, as in 2022. Accordingly, under the 2023 annual cash incentive program, for all executive officers, the weighting of Company and individual performance was as follows:
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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
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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 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 2023 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 2023 performance goals.
Short-Term Incentive Program Performance Against Performance Targets
The 2023 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)
$1.80 $1.87 $1.95 $1.88 50 %
Same-Center NOI Growth
3.1 %3.6 %4.6 %4.2 %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 above target performance yielding 53.2% payout after weighting, and Same-Center NOI Growth achieved above target performance yielding 26.3% payout after weighting, totaling 79.5% 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 2023, 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 joint ventures, investment management business acquisitions, and revenue from alternative investments.
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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 levels, internal controls, enterprise risk management, investor relations, and cost controls.
Ms. Brady: Goals relating to overseeing the Company’s transactional activity, leading Corporate Responsibility strategy, and enterprise risk management.
The Compensation Committee determined that for 2023 the individual goals for each NEO were achieved above target performance yielding a 40.5% payout after weighting, which when combined with the 79.5% payout on the Company performance goals, yielded a total cash incentive payout of 120% of target payout opportunity.
2023 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 2023:
Total Award Earned and Paid
Executive
Target Award ($)
Amount Earned ($)
% of Target
Jeffrey S. Edison1,339,000 1,606,800 120 %
Devin I. Murphy525,000 630,000 120 %
Robert F. Myers525,000 630,000 120 %
John P. Caulfield250,000 300,000 120 %
Tanya E. Brady190,000 228,000 120 %
The Compensation Committee has established the 2024 short-term incentive program, with updated goals, on substantially the same terms as the 2023 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.
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2023 Long-Term Equity Incentive Program
2023 LTI Program Highlights Performance LTI Awards
Majority
Performance Based
Our performance-vesting LTI Awards 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, the number of performance-vesting shares or units subject to a LTI Award that may be earned is capped at target payout if the Company’s absolute TSR percentage is negative for the performance period, but the portion of the LTI Award that would have vested above target can be earned if the Company’s absolute TSR percentage 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 2023, the Compensation Committee approved the 2023 LTI Program for NEOs. Pursuant to the 2023 LTI Program, we issued awards, or LTI Awards, in the form of time-based vesting units representing 40% of 2023 LTI Award value and performance-based vesting units representing 60% of 2023 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 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 2023, 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 2023 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 2023, 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 2022 for grants made in February 2023 based on the Committee’s assessment of the executive’s 2022 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.
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2024 PROXY STATEMENT
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The 2023 LTI Awards granted to our NEOs in March 2023 are set forth in the table below. The amounts set forth below reflect the 2023 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 2023 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-BasedPerformance-BasedTotal LTI Award Values
LTILTI Awards at
Granted in 2023 at
Name
Awards ($)
Target ($)
Target ($)(1)
Jeffrey S. Edison1,216,812 2,250,296 3,467,108 
Devin I. Murphy374,393 578,400 952,793 
Robert F. Myers374,393 578,400 952,793 
John P. Caulfield265,218 419,993 685,211 
Tanya E. Brady159,996 252,006 412,002 
(1) The grant date fair value of the 2023 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 2023 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.
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
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100% Three-Year Relative TSR
vs. FTSE Nareit Equity Shopping Center Index
At the end of the three-year performance period for the 2023 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 2023 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 2023 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 FNSC
of FNSC
of FNSC
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
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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 2024 LTI Program, with updated goals, on substantially the same terms as the 2023 LTI Program.
Payout under the 2021 LTI Program
The performance period for the performance-based LTI Awards granted under the 2021 LTI Program commenced January 1, 2021 and ended on December 31, 2023. For the 2021 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, 2023, these LTI Awards were earned at 80.2% percent of target. 50% of the 2021 performance-based LTI Awards that were earned vested on December 31, 2023 (upon the completion of the performance period) and the remaining 50% vests on December 31, 2024, subject to continued employment through the applicable vesting date.
For the 2021 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. RPT results have been included through September 30, 2023 as it was acquired by Kimco Realty on January 2, 2024.
The threshold, target, and maximum levels for the 2021 performance-based LTI Awards were as follows:
2021 - 2023 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 2021 LTI Program Achievement
2021 - 2023 LTI Program Performance Period and Metrics
Weighting
Performance
ResultEarned %
Three-Year Average Same-Center NOI Growth vs. Peers
50%
5.63%65th Percentile160.4% of target award
Three-Year Average Core FFO per Share Growth vs. Peers
50%
5.8%
13th Percentile
0% of target award
Total Percentage of Target Award Earned Based on Operating Performance Metrics, after weighting80.2% of target award

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2024 PROXY STATEMENT
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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, 2023, and is not necessarily indicative of actual performance at the end of the applicable three-year performance period.
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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 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. Beginning with the 2023 LTI Awards, these dividend and distribution equivalents issued will be in the form of fully vested Class B 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.
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2024 PROXY STATEMENT
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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 award of Class B Units granted in connection with our IPO.
Stock Ownership Policy
As more fully discussed above under “Stock Ownership Policy”, we have adopted the SOP designed to focus our directors, non-employee directors and NEOs on long-term stockholder value creation.
As noted in the chart below, as of March 21, 2024, 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(1)
SOP Requirement ($)Compliant with SOP Requirement
Jeffrey S. Edison 9,294,910ü
Devin I. Murphy1,575,000ü
Robert F. Myers1,650,000ü
John P. Caulfield1,350,000ü
Tanya E. Brady1,260,000ü
(1)Because Mr. Murphy is no longer an executive officer of the Company, he is not subject to the SOP. However, Mr. Murphy was in compliance with the SOP as of December 31, 2023.

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2024 PROXY STATEMENT
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Insider Trading Policy; Policy Prohibiting Hedging and Pledging of Our Stock
We have adopted an Insider Trading Policy that is designed to promote compliance with insider trading laws, rules and regulations, as well as Nasdaq listing standards. Our Insider Trading Policy also prohibits the trading of our securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated employees are prohibited from trading in our securities. Our Insider Trading Policy also 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 maintains 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”) 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 financial or operating results that, when recalculated to include the correct performance data, were not achieved.
Under the clawback policy, 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 clawback policy), the Compensation Committee may take remedial action against the covered employee, including the recovery of any incentive compensation paid to the covered employee within 36 months prior to or following the date of such misconduct and the cancellation of some or all of the covered employee’s outstanding vested but unsettled incentive compensation awards and outstanding unvested incentive compensation awards.
On August 8, 2023, we adopted an additional mandatory erroneously awarded compensation recovery policy which complies with SEC rules and the NYSE’s listing standards. This recovery policy provides that we shall recover from current or former executive officers excess incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) in
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the event that the Company is required to prepare an accounting restatement. Under the policy, recovery of incentive-based compensation is required regardless of whether the applicable executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement and regardless of whether or when restated financial statements are filed by the Company, unless the Compensation Committee has determined that recovery would be impracticable. The full text of this policy can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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
Gregory S. Wood

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.

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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)
Jeffrey S. Edison2023907,4604,174,3871,606,800457,5817,146,228
Chairman of the Board2022880,0774,137,0711,495,000335,7036,847,851
and Chief Executive Officer2021846,731562,5005,802,3451,312,500282,9688,807,044
Devin I. Murphy2023523,2231,098,443630,00084,6852,336,351
President2022507,3381,128,834586,040120,3512,342,563
2021489,246661,5003,194,94573,50094,3684,513,559
Robert F. Myers2023523,2231,130,575630,000136,0352,419,833
Chief Operating Officer2022507,3381,296,538586,040110,3992,500,315
and Executive Vice President2021489,246220,5002,440,283514,50083,6193,748,148
John P. Caulfield2023432,462814,735300,00062,9701,610,167
Chief Financial Officer,2022407,231687,915278,30070,2911,443,737
Executive Vice President2021357,415108,9001,298,947254,10043,8662,063,228
and Treasurer
Tanya E. Brady2023397,646489,664228,00048,6851,163,995
General Counsel,2022377,915408,018209,30078,1731,073,406
Chief Ethics & Compliance2021364,43878,7501,141,150183,75037,3751,805,463
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 2022 and 2023, 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 2023, 2022 and 2021 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 2023, 2022 and 2021 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 2023 and 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 and 2023 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, 2023. 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 2023 and 2022 LTI Awards approved by the Compensation Committee because 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.
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 2023 and 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 2023 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:
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Distributions Paid on
Retirement Plan
Unvested Equity-
Name
Contributions ($)
Based Awards ($)(a)
Perquisites ($)(b)
Total ($)
Jeffrey S. Edison9,900 412,338 35,343 457,581 
Devin I. Murphy9,900 74,785 — 84,685 
Robert F. Myers9,900 126,135 — 136,035 
John P. Caulfield9,204 53,766 — 62,970 
Tanya E. Brady9,900 38,785 — 48,685 

a.Includes distributions paid on Class B Units and 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 RSUs.
b.For Mr. Edison, this amount includes $35,343 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 2023. Occasionally, Mr. Edison’s spouse, family member, or other guests may be passengers on the Company’s leased aircraft when the aircraft is already scheduled for business use by Mr. Edison. There was no incremental cost to the Company associated with these additional passengers. See “Related Party Transactions—Agreements with Related Persons—Aircraft Leases” for more information on personal use of the aircraft.

2023 Grants of Plan-Based Awards
The following table provides information about equity and non-equity incentive awards granted to NEOs in 2023:
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
NameGrantApprovalThreshold
Target
Maximum
Threshold
Target
Maximum
Stock or Units
Awards
DateDate
($)
($)
($)
(#)
(#)
(#)
(#)
($)
Jeffrey S. Edison669,5001,339,0002,008,500
3/1/233/1/2333,29866,597133,1933,036,800
3/1/233/1/23
36,011(3)
1,137,587
Devin I. Murphy262,500525,000787,500
3/1/233/1/238,55917,11834,235780,558
3/1/233/1/23
11,080(3)
317,885
Robert F. Myers262,500525,000787,500
3/1/233/1/238,55917,11834,235780,558
3/1/233/1/23
11,080(3)
350,017
John P. Caulfield125,000250,000375,000
3/1/233/1/236,21512,43024,859566,785
3/1/233/1/23
7,849(3)
247,950
Tanya E. Brady95,000190,000285,000
3/1/233/1/233,7297,45814,916340,085
3/1/233/1/23
4,735(3)
149,579

(1)Amounts relate to the 2023 Annual Cash Incentive Program. The amounts actually paid in February 2024 are included in the Summary Compensation Table for 2023 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 2023 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, 2023 through December 31, 2025. 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 2023 in the “Stock Awards” column and described in footnote 2 to that table.
(3)Represents the number of time-based LTI Awards granted in 2023 pursuant to awards under the 2022 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 2023 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 2023 in the “Stock Awards” column and described in footnote 2 to that table.



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2023 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, 2023, with market value determined based on our closing stock price on December 29, 2023 (last trading day in 2023) of $36.48:
Stock Awards
Equity Incentive
Equity Incentive
Plan Awards:
Market Value of
Number of
Plan Awards: Market
Unearned
or Payout Value of
Number of Shares orShares or Units
Shares, Units or
Unearned Shares,
of Stock That
Other Rights
Units or Other
NameDate of GrantUnits of Stock ThatHave Not
That Have Not
Rights That Have
Have Not Vested (#)
Vested ($)
Vested (#)
Not Vested ($)
Jeffrey S. Edison
3/12/2019(1)**
3/11/2020(2)*
8,784320,440
3/10/2021(3)**
22,285812,957
3/10/2021(4)**
26,810978,029
7/15/2021(5)**
49,5771,808,569
3/1/2022(6)**
27,405999,734
3/1/2022(7)**
114,0044,158,866
3/1/2023(8)**
36,0111,313,681
3/1/2023(9)**
133,1934,858,881
Devin I. Murphy
3/12/2019(1)**
3/1/2022(7)**
35,0781,279,645
3/1/2023(9)**
34,2351,248,893
Robert F. Myers
3/11/2020(2)*
2,70398,605
3/10/2021(3)**
6,857250,143
3/10/2021(4)**
8,249300,924
7/15/2021(5)**
26,695973,834
3/1/2022(6)**
8,433307,636
3/1/2022(7)**
35,0781,279,645
3/1/2023(8)**
11,080404,198
3/1/2023(9)**
34,2351,248,893
John P. Caulfield
3/11/2020(2)*
1,22644,724
3/10/2021(3)**
2,51591,747
3/10/2021(4)**
3,328121,405
7/15/2021(5)**
16,949618,300
3/1/2022(6)**
3,402124,105
3/1/2022(7)**
24,846906,382
3/1/2023(8)**
7,849286,332
3/1/2023(9)**
24,859906,856
Tanya E. Brady
3/11/2020(2)*
45116,452
3/10/2021(3)**
1,37250,051
3/10/2021(4)**
1,83366,868
7/15/2021(5)**
16,949618,300
3/1/2022(6)**
1,87468,364
3/1/2022(7)**
14,990546,835
3/1/2023(8)**
4,735172,733
3/1/2023(9)**
14,916544,136
*    RSUs/Performance-based RSUs
**    Class B Units/Class C Units
(1)Special long-term incentive award (each a “Special LTI Award”) consisting of 452,489 Class C Units granted to Mr. Edison and 226,245 Class C Units grant to Mr. Murphy, in each case, in 2019, 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. The number of Class C units that would have been earned as of December 31, 2023 had the performance period ended on such date is zero, and it was conclusively determined that the performance conditions for the Special LTI Award cannot be achieved under any circumstances. As a result of such determination and because the Special LTI Award does not include a threshold performance level, no amounts have been presented for the Special LTI Awards.
(2)Remaining portion of time-based RSUs Units granted in March 2020 that vested on January 1, 2024.
(3)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.
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(4)Performance-based LTI Awards granted under the 2021 LTI Program were deemed earned at 80.2% of target opportunity based on performance through December 31, 2023, the last day of the performance period. Half of the earned units vested on December 31, 2023 (or, in the case of Mr. Murphy, the earned units vested in full on December 31, 2023) and the remaining half, which are reported in the “Shares or Units of Stock That Have Not Vested” column, will vest on December 31, 2024. The value as of December 31, 2023 of the earned, vested and paid portion of the 2021 performance-based LTI Awards is reported in the 2023 Stock Vested Table Below.
(5)Remaining portion of time-based Class B Units granted in July 2021 that vest in full on July 15, 2024.
(6)Remaining portion of time-based Class B Units granted in March 2022 that vest in equal amounts over four years, beginning on March 1, 2023.
(7)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 2023, which was above the target level and below the maximum level and is therefore reported at the maximum level.
(8)Time-based Class B Units granted in March 2023 that vest in equal amounts over four years, beginning on March 1, 2024.
(9)Performance-based LTI Awards granted under the 2023 LTI Program that will be earned, to the extent performance conditions are achieved, as of December 31, 2025, the last day of the performance period. Half of the earned units will vest on January 1, 2026 and half will vest on January 1, 2027 (or, in the case of Mr. Murphy, the earned units will vest in full on December 31, 2025). In accordance with SEC rules, the number of units and the corresponding market value reflect actual performance through 2023, which was above the target level and below the maximum level and is therefore reported at the maximum level.

2023 Stock Vested
The following table sets forth summary information regarding the vesting during 2023 of LTI Awards and/or RSUs held by our NEOs. None of the NEOs held or exercised any stock options in 2023.
Stock Awards
Number of OP Units/Shares
Value Realized
Name
Acquired on Vesting (#)
on Vesting ($)(1)(2)
Jeffrey S. Edison166,4515,770,687 
Devin I. Murphy101,3073,563,761 
Robert F. Myers63,6942,194,299 
John P. Caulfield30,5411,048,390 
Tanya E. Brady24,564838,058 

(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 2023, amounts shown include Class C Units and/or RSUs under our 2020 and 2021 LTI Programs that satisfied both the applicable performance-vesting condition and applicable time-vesting condition as of December 31, 2023.

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.
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
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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 (March 31, 2026 for Mr. Edison and March 31, 2024 for Mr. Murphy), 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. As of December 31, 2023, it was conclusively determined that performance conditions applicable to the Special LTI Awards cannot be achieved.
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.
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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, 2023, 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.
TerminationChange inChange in
for GoodDeath orControlControl
Retirement
Reason orwithoutwith
NameBenefitnot for CauseDisabilityTerminationTermination
($)
($)($)($)($)
Jeffrey S. EdisonSeverance Pay5,138,9071,606,8006,423,633
Health Care Benefits(1)
31,140-38,926
Time-based Equity Acceleration4,671,7384,671,7385,661,842
Performance-based Equity Acceleration5,611,6825,611,68210,237,236
Total15,453,46711,890,22022,361,637
Devin I. MurphySeverance Pay1,763,020630,0002,350,693
Health Care Benefits(1)
23,355-31,140
Time-based Equity Acceleration---
Performance-based Equity Acceleration416,273416,2731,248,893
Total2,202,6481,046,2733,630,726
Robert F. MyersSeverance Pay1,763,020630,0002,350,693
Health Care Benefits(1)
37,282-49,709
Time-based Equity Acceleration1,854,8621,854,8622,159,507
Performance-based Equity Acceleration1,644,6281,644,6282,903,772
Total5,299,7924,129,4907,463,681
John P. CaulfieldSeverance Pay1,123,150300,0001,497,533
Health Care Benefits(1)
34,706-46,274
Time-based Equity Acceleration1,026,5111,026,5111,211,063
Performance-based Equity Acceleration1,057,8841,057,8841,964,594
Total3,242,2512,384,3954,719,464
Tanya E. BradySeverance Pay949,900228,0001,266,533
Health Care Benefits(1)
11,748-15,664
Time-based Equity Acceleration841,740841,740950,924
Performance-based Equity Acceleration629,316629,3161,174,364
Total2,432,7041,699,0563,407,485
(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 all 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 all 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.

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 2023 of $7,146,228. Using this Summary Compensation Table methodology, the annual total compensation of our median employee for 2023 was $124,925. As a result, we estimate that the ratio of our CEO’s annual total compensation to that of our median employee for fiscal year 2023 was 57.2 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.
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We identified the median employee in 2023 based on the pool of full-time individuals who were employed by us on December 31, 2023. 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, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year:
YearSummary 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)
20237,146,228 9,352,243 1,882,586 2,408,214 142 111 63,762 1.88 
20226,847,851 6,720,807 1,840,005 1,829,604 120 102 54,529 1.82 
20218,807,044 12,491,228 3,032,600 3,704,836 120 120 17,233 1.79 
20205,517,111 2,724,038 1,216,499 781,462 N/AN/A5,462 1.69 
(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 $28.00 per share awarded. These awards are one-time in nature and the values reflected above include the change in fair value from time of grant to end of period. The change in our closing share prices for each period end is noted below in footnote “c.”
YearPEONon-PEO NEOs
2023Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2022Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2021Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2020Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
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2023202220212020
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY$(4,174,387)$(883,354)$(4,137,071)$(880,326)$(5,802,345)$(2,018,831)$(2,924,995)$(357,334)
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)
4,646,629 893,948 3,897,659 808,373 6,957,596 2,233,620 2,305,739 281,682 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a)
 93,598 507,744 153,753 114,155 134,122   
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)
1,262,886 267,755 (404,435)(100,186)2,134,697 293,502 (2,069,632)(334,456)
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)
470,887 153,681 9,059 7,985 280,081 29,823 (104,185)(24,929)
Total Adjustments$2,206,015 $525,628 $(127,044)$(10,401)$3,684,184 $672,236 $(2,793,073)$(435,037)
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 and 2023 market-based performance awards, the fair value is 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, 2023.
b.The material differences in assumptions from the grant date values are as follows: (i) Monte Carlo valuation as of December 31, 2023 and 2022, was $35.79 and $31.04, respectively for time-vesting LTIPs, compared to $31.59 and $29.46, respectively at grant date; and $25.21 and $24.24, respectively for performance-based LTIPs, compared to $22.80 and $22.31, respectively 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 170% and 175% at December 31, 2022 and 2021, respectively. The 2021 performance-based LTIPs had a probable outcome at grant date of 100% compared to 95% and 100% at December 31, 2023 and 2022, respectively.
c.Closing price per share as of December 31, 2023, 2022, 2021, 2020, and 2019 was $36.48, $31.84, $33.04, $26.25, and $33.30, respectively.

(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, 2022, and 2023; and (ii) our net income and (iii) our Adjusted FFO, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023.
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.
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https://cdn.kscope.io/929292e091752a2ced8ea0185f2d6610-Compensation_Paid_vs_TSR_2024v2.jpg

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https://cdn.kscope.io/929292e091752a2ced8ea0185f2d6610-Compensation_Paid_vs_AFFO_2024v2.jpg

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, 2023:
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 “2023 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.












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Proposal 2: Advisory Resolution to Approve Executive Compensation (“Say-on-Pay”)
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.
We expect that, subject to the voting results on Proposal 3, the next advisory vote on executive compensation will be held at our 2025 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

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Proposal 3: Advisory Vote on the Frequency of Future Say-on-Pay Votes
As required by Section 14A of the Exchange Act, you have the opportunity to cast a non-binding advisory vote on how frequently future “say-on-pay” proposals should be included in our proxy statement. As a stockholder, you may vote to hold the advisory resolution to approve executive compensation every one year, two years, three years, or otherwise abstain from voting.
After careful consideration of this proposal, our Board has determined that conducting a say-on-pay vote every year is the most appropriate alternative for the Company. Our Board believes an annual say-on-pay vote is consistent with our philosophy on executive compensation and will allow stockholders to provide their most direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year.
The vote is advisory and, therefore, not binding on the Company, the Board or the Compensation Committee. However, 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 decisions on the frequency of future say-on-pay votes. However, the Board may decide that it is in the best interests of the Company and its stockholders to hold a say-on-pay vote more or less frequently than the option preferred by stockholders.
VOTE REQUIRED
The option that receives a majority of all of the votes cast will be considered the option selected by our stockholders. In the event that no option receives a majority of all the votes cast, we will consider the option that receives the most votes to be the option selected. 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 “1 YEAR” FOR THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES

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Proposal 4: 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, 2024. 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, 2024

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 2023 and 2022, are as follows:
2023
2022
Audit fees(1)
$1,501,208 $1,577,998 
Audit-related fees(2)
284,086 170,000 
Tax fees(3)
167,243 184,269 <