Michael Phillips
About Michael Phillips
Michael D. Phillips, 43, is Executive Vice President, Chief Financial Officer and Treasurer of InvenTrust Properties, appointed CFO in August 2021 after serving as Senior Vice President and Chief Accounting Officer since 2009; he holds a B.B.A. in Finance from the University of Iowa, an M.S. in Real Estate from Roosevelt University, and is a licensed CPA in Illinois . 2024 company performance used to drive incentives achieved 5.0% Same Property NOI growth (vs 2.8% target) and Core FFO per diluted share of $1.73 (vs $1.68 target), both at 150% of target for bonus calibration . Since listing in Oct 2021, IVT’s cumulative TSR value reached $142.47 per $100 initial investment by 2024; 2024 GAAP net income was $13.7 million and Core FFO/diluted share was $1.73, the company’s key pay-for-performance metric . Phillips’ compensation is largely “at risk” alongside other NEOs (80% at risk pay mix), with performance-linked annual cash bonuses and TSR-based PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InvenTrust Properties | EVP, CFO & Treasurer | Appointed Aug 2021–present | Leads leverage and debt strategy, investor relations, banking relationships, and public filings/disclosure per individual goals tied to annual incentives |
| InvenTrust Properties | SVP & Chief Accounting Officer; prior Controller/Director roles | 2009–Aug 2021 | Oversaw financial reporting and internal reporting functions supporting REIT strategy |
| Pasquinelli Homebuilding | Manager of Finance | Five years | Built corporate finance experience applicable to REIT capital management |
External Roles
No public company board directorships or external governance roles disclosed for Phillips in the proxy biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 475,000 | 500,000 |
| Target Bonus (% of Salary) | — (not disclosed) | — (not disclosed) | 115% |
| All Other Compensation ($) | 7,095 | 11,256 | 7,337 |
2025 base salary approved at $525,000 effective January 1, 2025 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Same Property NOI growth (YoY) | 37.5% of bonus pool (within financial component; financial total 75%) | 2.8% | 5.0% | 1.50x of target | Input to cash bonus; public metric definition provided |
| Core FFO per diluted share | 37.5% of bonus pool (within financial component; financial total 75%) | $1.68 | $1.73 | 1.50x of target | Input to cash bonus; public metric definition provided |
| Individual Goals (leverage & debt, IR, banking, filings) | 25% of bonus pool | Committee-set | Committee assessment | 110% of target for Phillips | Qualitative assessment by committee |
Combined 2024 bonus achievement factor for Phillips was 140%, yielding an actual cash bonus of $805,000 on $500,000 base and 115% target bonus .
Equity Incentives (RSUs/PSUs)
| Award Type | Grant Date | Units | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Time-vesting RSUs | 2/21/2024 | 15,006 | 379,502 | Vests approx. 50% on last business day of 2025 and 2026; accelerates on qualifying termination on/beyond CoC, death or disability |
| TSR Performance RSUs (relative to NAREIT SCI) | 2/21/2024 | Target 30,467; Max 60,934 | 1,010,895 | 3-year performance period (2024–2026); vest 0–100% based on percentile (≤25%: 0%; >25%: 25%; >50%: 50%; >75%: 100%); linear interpolation; CoC vesting if not assumed/continued based on actual performance |
| Time-vesting RSUs | 2/22/2023 | 5,028 outstanding at YE 2024 | — (market value below) | Vests 100% on last business day of 2025; accelerates on qualifying termination on/beyond CoC, death or disability |
| TSR Performance RSUs (relative to NAREIT SCI) | 2/22/2023 | Max 60,048 outstanding at YE 2024 | — (market value below) | Performance period 2023–2025; YE 2024 relative TSR “would have been 75%”; amounts shown at maximum per SEC rules |
| TSR Performance RSUs (2012–2024 cycle) | 2/23/2022 | 26,845 (performance-vested and fully vested as of 3/7/2025) | — | Vested at target based on 2022–2024 performance |
Options/SARs: The company does not grant options or SARs; no “option-like” awards outstanding .
2024 RSU vesting activity: Phillips had 21,891 shares acquired on vesting with $617,331 value realized in 2024 .
Multi-Year Summary Compensation (NEO SCT)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 450,000 | 1,222,604 | 638,078 | 7,095 | 2,317,777 |
| 2023 | 475,000 | 1,353,125 | 677,350 | 11,256 | 2,516,731 |
| 2024 | 500,000 | 1,390,397 | 805,000 | 7,337 | 2,702,734 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (direct/indirect common shares) | 36,442 shares; less than 1% of outstanding |
| Unvested time-based RSUs at YE 2024 | 10,054 (2024 grant) and 5,028 (2023 grant) |
| Unearned performance RSUs at YE 2024 | 60,934 (2024 max) and 60,048 (2023 max) |
| Market value of unvested/uneaned RSUs at YE 2024 | Time-based and performance RSUs valued at $30.13 per share for YE disclosures; detailed market value per grant shown in table |
| Shares pledged as collateral | None; policy prohibits pledging unless approved; ownership table notes no pledges |
| Hedging/short sales | Prohibited for directors, officers, and employees |
| Stock ownership guidelines | CFO required to hold 3x annual base salary; compliance measured annually; deadline is later of 5 years from becoming Covered Person or December 31, 2026 |
| Equity retention constraint | If below guideline at measurement, cannot sell company stock until back in compliance; may sell up to 50% of newly vested shares to cover taxes |
| ESPP participation | Purchased 750 shares in 2024 under Employee Stock Purchase Plan (15% discount) |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (non-CoC) | Cash severance equal to 1.5x sum of annual base salary and target bonus, paid over 12 months; up to 18 months COBRA premium reimbursement; subject to release |
| Severance Plan (CoC double-trigger) | Cash severance equal to 2.5x sum of annual base salary and target bonus, paid in lump sum; pro-rated target annual bonus in CoC year; “best pay cap” to optimize net after-tax if excise tax applies; subject to release |
| Non-compete | During employment and for 1 year post-termination |
| Non-solicit (employees/independent contractors) | During employment and for 3 years post-termination |
| Non-disparagement | Mutual, included in letters |
| RSU acceleration – time-based | Full vest on termination without cause/for good reason on date of or within 24 months after CoC; also on death or disability |
| RSU treatment – performance-based | Pro-rata vest based on service days if terminated without cause/for good reason/death/disability before performance period end; CoC vesting based on actual performance if awards not assumed/continued |
| Clawback policy | Mandatory clawback of excess incentive-based compensation upon accounting restatement per SEC/NYSE rules, unless recovery impracticable |
| Tax gross-ups/perquisites | No tax gross-ups; no supplemental retirement plan; typical benefits; 401(k) match up to $6,000 in 2024 |
Illustrative termination economics (as of 12/31/2024):
- Without Cause/Good Reason (no CoC): Cash severance $1,612,500; RSU vesting value $2,474,004; COBRA $56,670; total $4,143,174 .
- With CoC + qualifying termination: Cash severance $2,687,500; RSU vesting value $4,449,478; COBRA $56,670; total $7,193,648 .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Core FFO per diluted share ($) | 1.57 | 1.65 | 1.73 |
| Cumulative TSR value of $100 investment ($) | 89.75 | 115.87 | 142.47 |
| GAAP Net Income ($000s) | 52,233 | 5,269 | 13,658 |
| Same Property NOI growth (YoY) | — | — | 5.0% |
Say-on-pay support: 95.9% approval at the 2024 Annual Meeting, indicating strong shareholder endorsement of NEO pay design .
Compensation Structure Analysis
- Pay mix emphasizes performance: For non-CEO NEOs including Phillips, 80% of compensation is at risk (57% LTI equity; 23% annual incentive) vs 20% base salary, aligning with shareholder outcomes .
- Annual incentives tied to clear, published targets: 2024 bonus metrics linked to Core FFO/diluted share and Same Property NOI, both exceeded at 150% of target; individual component paid at 110% for Phillips .
- Long-term equity shifts to RSUs/PSUs: No options; 67% of 2024 LTI in 3-year TSR PSUs, 33% time-based RSUs, emphasizing multi-year TSR alignment relative to NAREIT SCI .
- Governance controls: Prohibitions on hedging/pledging, equity retention/ownership guidelines for CFO at 3x salary, and mandatory clawback policy reduce misalignment risk .
Related Party Transactions and Red Flags
- No related party transactions involving Phillips disclosed; audit committee oversees a formal related person policy .
- No tax gross-ups; no option repricings; clawback in place; insider trading policy governed by SEC/NYSE rules and company policy .
- Director-level governance strong; annual elections; independent committees; robust compensation committee processes with independent consultant Ferguson Partners .
Investment Implications
- Alignment and retention: Double-trigger CoC severance at 2.5x salary+target bonus with RSU acceleration (subject to conditions) plus strict non-compete/non-solicit supports retention through corporate events, while equity ownership requirements and hedging/pledging prohibitions constrain opportunistic selling, dampening near-term insider supply even as RSUs vest .
- Performance linkage: Bonus and PSU structures directly tied to Core FFO, Same Property NOI, and relative TSR to NAREIT SCI, signaling a high degree of pay-for-performance and making IVT’s operating results and TSR momentum key drivers of Phillips’ realized pay; outperformance in 2024 drove a 140% bonus factor .
- Ownership and selling pressure: Phillips beneficially owns 36,442 shares (<1%); ERP requires 3x salary and restricts sales until compliance, permitting only up to 50% of newly vested shares for tax, which can mitigate persistent insider selling over the next measurement periods through December 31, 2026 .
- Governance quality: Strong say-on-pay support (95.9%) and absence of red flags (no options, no gross-ups, clawback, no pledging) reduce governance risk and support confidence in compensation discipline .