PECO.NASDAQPhillips Edison & Company, INC

DEF: PECO Reports Strong 2025 Performance, Outlines 2026 Proxy Proposals

Sentiment:

Proxy Statement 23 March 2026 4:07 PM

📋All filings for Phillips Edison & Company, INC

Phillips Edison & Company, Inc. delivered robust financial and operating performance in 2025, driven by growth in its grocery-anchored portfolio and strong leasing fundamentals.

Better than expectedCore FFO per share grew 7.0% year-over-year to $2.60, indicating strong financial performance.Same-center NOI growth of 3.8% demonstrates healthy operational performance.Leased portfolio occupancy remained above 97%, reflecting strong tenant demand.The 2025 annual cash incentive program paid out at 140% of target, driven by above-target performance in Adjusted FFO per share and Same-Center NOI growth, and strong individual performance.

Summary

The 2026 Annual Meeting of Stockholders will be held virtually on Tuesday, May 12, 2026, at 12:00 p.m. Eastern Time.
Stockholders of record as of March 13, 2026, will vote on the election of directors, an advisory resolution to approve executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm.
Generated Core FFO per share of $2.60 in 2025, representing 7.0% growth year-over-year.
Achieved same-center Net Operating Income (NOI) growth of 3.8% in 2025.
Maintained leased portfolio occupancy above 97% in 2025, with record-high inline occupancy and robust new and renewal rent spreads.
Acquired approximately $400 million in gross assets during 2025.
The 2025 annual cash incentive program for executive officers resulted in a 140% payout of the target opportunity, based on above-target performance in Adjusted FFO per share and Same-Center NOI growth, combined with strong individual performance.
Performance-based Long-Term Incentive (LTI) Awards for the 2023-2025 period achieved 90.8% of target payout, based on Total Shareholder Return (TSR) relative to the FTSE Nareit Equity Shopping Center Index.
The CEO to median employee pay ratio for fiscal year 2025 was 42 to 1.
The Board of Directors unanimously recommends voting FOR all director nominees, FOR the advisory resolution to approve executive compensation, and FOR the ratification of Deloitte & Touche LLP.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing as highly positive, reflecting strong financial and operational performance, disciplined growth, and robust corporate governance. The company's focus on grocery-anchored properties and effective management of its portfolio contribute to a favorable outlook, despite the 2023-2025 LTI performance being slightly below the 50th percentile of its peer index.

Positives

Delivered strong financial and operating performance in 2025, reflecting the growth potential of the grocery-anchored portfolio.
Core FFO per share grew 7.0% year-over-year to $2.60.
Achieved same-center NOI growth of 3.8%.
Maintained leased portfolio occupancy above 97%.
Reported record-high inline occupancy and robust new and renewal rent spreads, indicating sustained retailer demand.
Acquired approximately $400 million in gross assets in 2025, demonstrating active and disciplined capital allocation.
Believes the company offers a solid dividend yield with room to grow.
An investment in the company provides stockholders with a favorable balance of quality cash flows, mitigation of downside risk, and strong internal and external growth.
Management believes the quality of cash flows reduces beta, and the strength of growth increases alpha.
The company is well-positioned to continue delivering high-quality cash flow growth, downside protection, and long-term value creation.
Stockholders showed strong support for the executive compensation programs in 2025, with approximately 97% of votes cast for approval.
Executive officers are in compliance with the company's Stock Ownership Policy.
The Board is actively engaged in succession planning for executive roles, including the CEO.
The Corporate Responsibility and Sustainability (CRS) Program is designed to align with business objectives and is overseen by the Board.
Reported a low overall employee turnover rate of 8% and a voluntary turnover rate of 4% for 2025.
Maintains strong corporate governance practices, including a majority independent board (7 out of 10 directors), annual election of all directors, and rigorous stock ownership guidelines.
The company has opted out of business combination and control share acquisition statutes in Maryland General Corporation Law and does not have a stockholder rights plan (poison pill).

Risks

Forward-looking statements are subject to uncertainties that could significantly affect financial results.
Actual results could differ from expectations due to various factors, including those described in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Potential tax liabilities under the 2017 Tax Protection Agreement (TPA) if certain properties are sold, exchanged, or disposed of without approval, or if minimum indebtedness levels are not maintained. The potential make-whole amount on the estimated aggregate built-in gain subject to this protection is approximately $114.3 million as of December 31, 2025.
The 2021 TPA, effective upon the expiration of the 2017 TPA, also carries potential tax liabilities for Mr. Edison, Mr. Murphy, and Mr. Myers under similar conditions.
Incurrence of additional liability under the TPAs if gain is recognized on the taxable disposition of stock of Phillips Edison Institutional REIT LLC.
The Compensation Committee is responsible for overseeing human capital management and risks related to compensation policies and practices, specifically ensuring executive compensation does not incentivize unnecessary or excessive risk-taking.

Future Outlook

Phillips Edison & Company, Inc. is well-positioned to continue delivering high-quality cash flow growth, downside protection, and long-term value creation for its stockholders. The company's growth strategy emphasizes disciplined acquisitions to enhance portfolio quality, while maintaining an attractive leverage profile and financial flexibility consistent with preserving its investment-grade profile. Management believes the company offers a solid dividend yield with room to grow and that its quality cash flows reduce beta, while growth increases alpha.

Management Comments

"PECO delivered strong financial and operating performance in 2025, reflecting the growth potential of our grocery-anchored portfolio, the strength of our operating platform and disciplined capital allocation." Jeff Edison, Chairman & CEO.
"Given our demonstrated track record through various cycles, we believe an investment in PECO provides stockholders with a favorable balance of quality cash flows, mitigation of downside risk and strong internal and external growth." Jeff Edison, Chairman & CEO.
"We believe the quality of our cash flows reduces our beta, and the strength of our growth increases our alpha." Jeff Edison, Chairman & CEO.
"Our strong results and outlook would not be possible without the dedication of our associates and the active engagement of our Board of Directors." Jeff Edison, Chairman & CEO.
"We believe PECO is well positioned to continue delivering high-quality cash flow growth, downside protection and long-term value creation for our stockholders." Jeff Edison, Chairman & CEO.

Industry Context

StockSavvy.ai notes that Phillips Edison & Company's focus on grocery-anchored neighborhood shopping centers positions it favorably within the retail REIT sector, which has shown resilience due to the necessity-based nature of its tenants. The reported strong occupancy and rent spreads indicate robust demand for well-located physical retail spaces that complement omni-channel strategies, a trend observed across the broader retail industry as essential services and last-mile fulfillment become increasingly critical.

Comparison to Industry Standards

PECO's 2023-2025 TSR of 24.3% placed it in the 46th percentile of the FTSE Nareit Equity Shopping Center Index, indicating performance slightly below the median of its direct peer group.
The peer group for executive compensation benchmarking includes other shopping center focused public REITs such as Acadia Realty Trust, Kimco Realty Corporation, Brixmor Property Group Inc., Federal Realty Investment Trust, and Regency Centers Corporation, generally between 0.5x and 2.0x PECO's size.
The Nareit Survey, which includes 117 REITs, provides a broad market reference for executive compensation, suggesting PECO aims for base salaries at or near the 50th percentile of this broader group.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President	Devin I. Murphy	Robert F. Myers	January 2024	Mr. Murphy ceased serving as President on December 31, 2023, and Mr. Myers was promoted from Chief Operating Officer.
Chief Operating Officer and Executive Vice President	NA	Joseph G. Schlosser	January 2024	Promotion from various leadership roles within Portfolio Management, culminating in Senior Vice President of Portfolio Management.
Chief Legal & Administrative Officer	General Counsel	Tanya E. Brady	May 2025	Promotion from General Counsel.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Policy Adoption	The Board has adopted Corporate Governance Guidelines, available on the company website, setting forth responsibilities and guidelines for director independence and nominations.	NA	Enhances transparency and formalizes governance standards, aligning with best practices.
Board Structure	The Board is comprised of ten directors, with seven (70%) being independent, and all members of the Audit, Compensation, and Nominating and Governance Committees are independent.	NA	Ensures strong independent oversight of management and key corporate functions.
Director Election	All directors are subject to annual election, and the company's charter prevents Board classification without prior stockholder approval.	NA	Promotes accountability and responsiveness of the Board to stockholders.
Stock Ownership Policy	Maintains rigorous stock ownership guidelines for non-employee directors, the CEO, and other named executive officers, requiring targets to be achieved over a maximum five-year period.	NA	Aligns the long-term interests of directors and executives with those of stockholders.
Risk Oversight	The Board is responsible for strategic planning and overall enterprise-wide supervision of risk management activities, with specific delegation to the Audit and Compensation Committees for financial, cybersecurity, AI, and human capital risks.	NA	Provides comprehensive oversight of various enterprise risks, enhancing company resilience and stability.
Code of Business Conduct and Ethics	The Board has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and associates, with clear avenues for reporting violations and a non-retaliation policy.	NA	Fosters a culture of integrity and ethical conduct throughout the organization.
Executive Compensation Clawback Policy	Maintains an executive compensation clawback policy and an additional mandatory erroneously awarded compensation recovery policy, compliant with SEC and Nasdaq rules.	August 8, 2023 (mandatory policy)	Ensures accountability for financial reporting accuracy and allows for recovery of incentive-based compensation in case of restatements or misconduct.
Insider Trading Policy	Adopted an Insider Trading Policy prohibiting short sales, hedging, and pledging transactions involving company securities by directors, officers, and employees.	NA	Prevents potential conflicts of interest and promotes fair and ethical trading practices.
Bylaws Amendment Right	Bylaws provide that stockholders may alter or replace the bylaws upon the affirmative vote of a majority of the votes entitled to be cast.	NA	Empowers stockholders with significant influence over the company's foundational governance rules.

Related Party Transactions

Tax Protection Agreements (2017 TPA and 2021 TPA) are in place with certain limited partners of the Operating Partnership, including Mr. Edison, Mr. Murphy, and Mr. Myers, which require indemnification for tax liabilities in specific instances related to property dispositions or failure to maintain minimum indebtedness levels. As of December 31, 2025, properties comprising approximately 9.8% of annualized base rent are subject to the 2017 TPA, with a potential make-whole amount of approximately $114.3 million.
The Institutional REIT Contribution Agreement could lead to additional liability under the TPAs if gain is recognized on the taxable disposition of stock of Phillips Edison Institutional REIT LLC.
PECO Air LLC, an entity in which Mr. Edison owns a 50% interest, leases an aircraft to the Company for business purposes. In 2025, the Company made aggregate payments of approximately $1.1 million to PECO Air.
An aircraft time-sharing agreement with Mr. Edison allows for personal use of the leased aircraft. In 2025, the incremental cost to the Company for Mr. Edison's personal use, exceeding his reimbursement, was approximately $109,002.
Ms. Parilee E. Wang, a director, is the daughter of Mr. Edison, making transactions involving Mr. Edison related party transactions with respect to Ms. Wang.

Stakeholder Impact

**Shareholders**: The company aims to drive long-term growth and value creation, generate resilient cash flows, sustainable income growth, and long-term capital appreciation. Strong financial performance, a solid dividend yield, and robust corporate governance practices are intended to benefit shareholders.
**Employees (Associates)**: The company fosters a unique culture (PECO Cultural Advantage) by cultivating an ownership mindset, promoting transparency, caring about health and well-being, investing in growth and development, fostering an inclusive environment, and recognizing hard work. The overall turnover rate for 2025 was 8%, with 4% voluntary turnover.
**Customers (Neighbors)**: The company is committed to creating compelling grocery-anchored and Everyday Retail experiences, supporting local entrepreneurs and small business owners, and connecting residents to essential goods and services. Tenant satisfaction surveys and a proprietary communication platform (DASHCOMM) are used for engagement.
**Suppliers (Vendors)**: The company maintains long-term relationships, uses a competitive bidding process, and conducts frequent performance evaluations. Ethical standards for vendors are outlined in the Vendor Principles and Standards of Conduct.
**Communities**: The company's centers are integral to local communities, supporting local businesses, enhancing communities through development projects, and creating economic impact through jobs and taxes. Approximately 70% of ABR is generated from necessity-based goods and services.
**Creditors**: The company's growth strategy includes disciplined balance sheet management and maintaining an attractive leverage profile and financial flexibility consistent with preserving its investment-grade profile.

Next Steps

Stockholders are invited to attend and vote at the 2026 Annual Meeting on May 12, 2026.
Stockholders will consider and vote on the election of directors, an advisory resolution to approve executive compensation, and the ratification of the independent registered public accounting firm.
Proxy authorization must be received by 11:59 p.m. Eastern Time on Monday, May 11, 2026.
The Board will continue to hold annual say-on-pay votes.
The Compensation Committee has established the 2026 short-term incentive program and Long-Term Incentive (LTI) program with updated goals.
The remaining 50% of the 2023 performance-based LTI Awards are scheduled to vest on January 1, 2027.
The performance period for the 2024 performance-based LTI Awards ends on December 31, 2026, with vesting scheduled for 2027 and 2028.
The performance period for the 2025 performance-based LTI Awards ends on December 31, 2027, with vesting scheduled for 2028 and 2029.
Stockholder proposals for the 2027 Annual Meeting to be included in proxy materials must be received by November 23, 2026.
Stockholders intending to solicit proxies for director nominees at the 2027 Annual Meeting must provide notice by March 15, 2027.

Key Dates

Date	Description
1991	Phillips Edison & Company, Inc. (PECO) founded.
1995	Mr. Edison co-founded Phillips Edison Limited Partnership and served as a principal.
2003	Mr. Myers joined PECO as a Senior Leasing Manager.
2004	Mr. Schlosser joined the company as a Financial Analyst and Underwriter.
2009	Deloitte & Touche LLP began serving as the independent registered public accounting firm.
December 2009	Mr. Edison began serving as PECO's Chairman of the Board and Chief Executive Officer.
July 2010	Mr. Chao began serving as a director.
June 2012	Mr. Wood began serving as Executive Vice President and Chief Financial Officer of EnergySolutions, Inc. until his retirement in June 2023.
2013	Mr. Quazzo began serving as a director.
June 2013	Mr. Murphy joined PECO as Chief Financial Officer.
March 2014	Mr. Caulfield joined PECO as Vice President of Treasury and Investor Relations.
December 2014	OnDeck Capital Inc., where Ms. Wang worked, had its approximately $1.3 billion initial public offering.
January 2015	Ms. Brady began serving as General Counsel.
2015	Ms. Silfen began overseeing public and private investments at Mayfair Management Co., Inc.
January 2016	Mr. Caulfield began serving as Senior Vice President of Finance.
April 2016	Mr. Edison served as Chairman of the Board and Chief Executive Officer of Phillips Edison Grocery Center REIT III, Inc.
2016	Mr. Wood began serving as a director.
October 4, 2017	PECO entered into the 2017 Tax Protection Agreement (TPA) in connection with the PELP Transaction.
October 2017	Mr. Edison served as President until August 2019.
May 2017	Dr. Strong served as a board member of Phillips Edison Grocery Center REIT II, Inc. until November 2018.
January 2018	Ms. Wang served as Senior Director and Head of Product at Bread Finance.
2018	Dr. Strong began serving as a director.
November 2018	Phillips Edison Grocery Center REIT II, Inc. merged with PECO.
November 2018	Ms. Brady began serving as Secretary.
May 2019	Ms. Fischer retired as Managing Director of the Bank Debt Portfolio Group at Goldman Sachs & Co. LLC.
May 2019	Ms. Wang served as Vice President and Head of Product at Bread Finance.
August 2019	Mr. Caulfield began serving as Chief Financial Officer and Treasurer.
August 2019	Mr. Murphy served as President of PECO until December 31, 2023.
October 2019	Phillips Edison Grocery Center REIT III, Inc. merged with PECO.
2019	Ms. Fischer began serving as a director.
2019	Ms. Silfen began serving as a director and founded Mayfair Advisors.
June 2020	Ms. Wang served as Senior Vice President and Head of Product at Bread Finance.
August 2020	Mr. Myers began serving as Executive Vice President.
July 1, 2021	The Operating Partnership contributed assets to Phillips Edison Institutional REIT LLC.
July 15, 2021	First trading day for PECO's common stock on Nasdaq.
July 19, 2021	PECO entered into the 2021 Tax Protection Agreement (TPA) with Mr. Edison, Mr. Murphy, and Mr. Myers.
August 2021	Ms. Brady served as Chief Ethics & Compliance Officer until December 2023.
December 2021	Bread Finance, where Ms. Wang worked, was sold to Alliance Data Systems for approximately $450 million.
February 2022	Mr. Caulfield began serving as Executive Vice President.
February 2022	Ms. Brady began serving as Executive Vice President.
March 2022	Ms. Wang served as Head of Product of Alloy.
February 2023	Ms. Wang served as Chief Product Officer of Alloy.
2023	Mr. Terry began serving as a director.
2023	Ms. Wang began serving as a director.
September 2023	Mr. Terry retired as Executive Vice President and Chief Financial Officer for Marriott Vacations Worldwide Corporation.
December 31, 2023	Mr. Murphy ceased serving as President of PECO.
January 2024	Mr. Myers began serving as President.
January 2024	Mr. Schlosser began serving as Chief Operating Officer and Executive Vice President.
June 2024	Apartment Income REIT Corp, where Mr. Murphy served as chairperson, was sold to Blackstone.
July 1, 2024	Mr. Murphy's last day of employment with the company; he will be deemed independent on July 1, 2027.
May 2025	Ms. Brady began serving as Chief Legal and Administrative Officer.
November 2025	Ms. Wang began serving as Chief Operating Officer and Chief Product Officer of Alloy.
December 2025	The NRP joint venture was dissolved.
December 31, 2025	Fiscal year end for reported performance highlights and financial data.
January 1, 2026	Half of the earned 2023 performance-based LTI Awards vested.
March 13, 2026	Record date for stockholders entitled to vote at the 2026 Annual Meeting.
March 23, 2026	Date of the Letter to Stockholders and mailing of the Notice of Internet Availability of Proxy Materials.
May 11, 2026	Deadline for proxy authorization (11:59 p.m. Eastern Time).
May 12, 2026	Date of the 2026 Annual Meeting of Stockholders.
December 31, 2026	Last day of the performance period for 2024 LTI Program performance-based awards.
January 1, 2027	Remaining half of the earned 2023 performance-based LTI Awards will vest.
January 1, 2027	Half of the earned 2024 performance-based LTI Awards will vest.
March 15, 2027	Deadline for stockholders to provide notice for director nominees under universal proxy rules for the 2027 Annual Meeting.
July 1, 2027	Mr. Murphy will be deemed independent.
October 4, 2027	End of the tax protection period for the 2017 TPA.
December 31, 2027	Last day of the performance period for 2025 LTI Program performance-based awards.
January 1, 2028	Half of the earned 2025 performance-based LTI Awards will vest.
January 1, 2028	Remaining half of the earned 2024 performance-based LTI Awards will vest.
January 1, 2029	Remaining half of the earned 2025 performance-based LTI Awards will vest.
2031	Expiration of the four-year tax protection period under the 2021 TPA.
November 23, 2026	Deadline for stockholder proposals for the 2027 Annual Meeting to be included in proxy materials.
October 24, 2026	Earliest date for stockholder director nominations or other business proposals for the 2027 Annual Meeting.

Recommendation

buy

The filing indicates robust financial and operational performance in 2025, with significant growth in Core FFO per share (7.0% year-over-year) and same-center NOI (3.8%), alongside high occupancy rates (above 97%). The company's strategic focus on grocery-anchored properties, disciplined capital allocation, and commitment to long-term value creation, supported by strong corporate governance, positions it well for continued growth and resilience. While the 2023-2025 LTI performance was slightly below the median of its peer index, the overall positive trajectory and management's confidence in increasing alpha and reducing beta suggest a favorable investment opportunity.

Keywords

REIT, Phillips Edison & Company, PECO, Grocery-anchored shopping centers, Real estate investment, Retail real estate, Corporate governance, Executive compensation, SEC filing, Proxy statement, Financial performance, Dividend yield, Risk management, Sustainability, Shareholder value

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