Devin I. Murphy
About Devin I. Murphy
Independent director since February 1, 2025; age 65. Former President (2019–2023) and CFO (2013–2019) of Phillips Edison & Company (PECO), with 28 years in investment banking at Morgan Stanley and Deutsche Bank, where he was Global Head of Real Estate Investment Banking executing 500+ transactions totaling $400B. Currently serves on MAC’s Compensation and Nominating & Corporate Governance Committees, and is designated independent under NYSE standards. Other current public boards: CoreCivic, Inc. and Phillips Edison & Company; also a Senior Advisor to Fifth Wall.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips Edison & Company | President | Aug 2019 – Dec 31, 2023 | Led operations of large grocery-anchored shopping center REIT; capital markets and strategy |
| Phillips Edison & Company | Chief Financial Officer | Jun 2013 – Aug 2019 | Finance leadership; investor relations; capital markets |
| Deutsche Bank | Global Head of Real Estate Investment Banking | Pre-2013; part of 28-year IB career | Executed 500+ transactions totaling $400B (IPOs, M&A, equity/debt offerings) |
| Morgan Stanley | Senior investment banking roles | Pre-2013; part of 28-year IB career | Real estate clients; corporate finance and capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreCivic, Inc. | Director; Chair, Nominating & Governance; Member, Audit and Risk | Current | Governance oversight; risk and audit responsibilities |
| Phillips Edison & Company | Director | Elected July 2024 – present | Board member of grocery-anchored REIT |
| Fifth Wall | Senior Advisor | Current | Venture capital advisory focused on real estate technology |
| Apartment Income REIT | Former Director | Within last five years | Prior board experience |
Board Governance
- Committee assignments at MAC: Compensation Committee member; Nominating & Corporate Governance Committee member. Not a committee chair at MAC.
- Independence: Determined independent by MAC’s Board under NYSE standards.
- Attendance and engagement: MAC’s Board met eight times in 2024; each director attended >75% of Board and assigned committee meetings. Murphy joined effective Feb 1, 2025 (2024 attendance not applicable). Compensation Committee held 8 meetings in 2024; Nominating & Corporate Governance held 4.
- Board leadership: Independent Chairman (Steven R. Hash); executive sessions of independent directors after each quarterly Board meeting; regular third-party-led Board and committee evaluations.
- Say-on-Pay: ~91% approval at 2024 annual meeting.
- Nomination note: Initially recommended for consideration by CEO Jackson Hsieh.
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Annual Board Cash Retainer | $70,000 (non-employee directors) |
| Annual Equity Award | $135,000 in RSUs; grants following the annual meeting; one-year vesting |
| Committee Chair Retainers | Audit $20,000; Capital Allocation $20,000; Compensation $20,000; Nominating & Corporate Governance $12,500 |
| Committee Membership Retainers | Audit $15,000; Capital Allocation $12,500; Compensation $12,500; Nominating & Corporate Governance $12,500 |
| Independent Chairman Retainer | $125,000; 50% cash/50% RSUs; RSUs align with annual grant terms |
| Deferral Program | Directors may defer cash retainers into stock units; dividend equivalents accrue; paid in stock; acceleration upon death, disability, or change in control; 650,000 share cap under Deferral Plan |
Note: Murphy was appointed in 2025; the 2024 non-employee director compensation table therefore does not include him.
Performance Compensation
| Element | Design for Directors | Metrics/Conditions |
|---|---|---|
| Performance-based equity (PSUs/LTIP) | Not provided to non-employee directors; equity grants are time-based RSUs | N/A (no director performance metrics disclosed) |
| Options/SARs | Not granted to directors in 2024 | N/A |
| Clawback and Risk Policies | Company maintains clawback policy, anti-hedging, anti-pledging; no option repricing without stockholder approval | Recovery triggers on restatements; hedging/pledging prohibited; no excise tax gross-ups |
Other Directorships & Interlocks
| Company | Sector Overlap with MAC | Potential Interlock/Conflict View |
|---|---|---|
| Phillips Edison & Company | Retail REIT (grocery-anchored centers) | Adjacent retail real estate; no MAC-related party transactions reported in 2024 |
| CoreCivic, Inc. | Diversified government solutions/prisons | No operational overlap with MAC; governance role at CoreCivic |
| Fifth Wall | Real estate technology VC | Advisory role; MAC’s Audit Committee reviews any related party transactions; none in 2024 |
- Overboarding policy: MAC limits directors to ≤4 public company boards; audit members ≤3 audit committees; directors currently in compliance.
- Related-party transactions: Audit Committee administers policy; none identified in 2024.
Expertise & Qualifications
- Deep expertise in retail/commercial real estate operations and finance; capital markets; corporate governance; investor relations; strategic planning; talent development.
- Extensive transactional experience (500+ deals; $400B total volume).
- Committee leadership experience at other public companies (CoreCivic Nominating & Governance chair).
Equity Ownership
| Holder | Common Shares Owned | Percent of Common Stock | Unvested RSUs/Units | Notes |
|---|---|---|---|---|
| Devin I. Murphy | 7,000 | <1% (*) | 2,118 RSUs vest after May 28, 2025; 21 dividend equivalent units | As of record date March 28, 2025 (252,648,795 shares outstanding) |
(*) Less than 1% as indicated in the equity ownership section footnote.
Policies impacting ownership alignment:
- Director stock ownership guideline: 5× annual cash retainer (counts certain OP/LTIP units and stock units); all current directors are stated to be in compliance.
- Anti-hedging/anti-pledging: Hedging/monetization and pledging restricted; no current pledges reported by directors/executives.
Governance Assessment
- Positives
- Independent director with direct operating and finance leadership in retail REITs; sits on key MAC governance-related committees.
- Strong alignment mechanisms: RSU grants; director ownership guideline (5× cash retainer); anti-hedging/anti-pledging; clawback.
- MAC governance framework includes independent chair, majority-independent board, executive sessions, annual evaluations by third party, and proxy access.
- No related-party transactions reported for 2024; robust audit oversight.
- Watch items / potential red flags
- Initial nomination was recommended by the CEO; while permissible, analysts may monitor ongoing independence and challenge management as needed.
- Multiple outside roles (CoreCivic chair of N&G; PECO board; Fifth Wall advisor): currently within MAC overboarding limits, but time demands warrant periodic review.
- CoreCivic involvement can invite reputational scrutiny for some investors; however, no MAC conflicts disclosed.
Overall, Murphy’s committee assignments and external board governance experience strengthen MAC’s board effectiveness, with existing policies mitigating alignment risks; monitoring independence and workload remains prudent.