Devin Murphy
About Devin I. Murphy
Devin I. Murphy (age 65) is a non-management director at Phillips Edison & Company (PECO) since 2024. He previously served as PECO’s President (Aug 2019–Dec 31, 2023) and CFO (Jun 2013–Aug 2019), following a 27-year investment banking career at Morgan Stanley (Vice Chairman) and Deutsche Bank (Global Head of Real Estate Investment Banking). He holds a BA from William & Mary and an MBA from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips Edison & Company | President | Aug 2019–Dec 31, 2023 | Led operations during IPO/post-IPO period; executive leadership |
| Phillips Edison & Company | Chief Financial Officer | Jun 2013–Aug 2019 | Finance leadership pre/post REIT mergers; capital markets |
| Deutsche Bank | Global Head, Real Estate Investment Banking | Prior to 2013 (27-year banking career) | Global leadership; sector expertise |
| Morgan Stanley | Vice Chairman | Prior to 2013 (27-year banking career) | Senior leadership; capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macerich (NYSE: MAC) | Director | Current | Compensation; Nominating & Governance |
| CoreCivic (NYSE: CXW) | Director (Independent) | Since 2018 | Audit; Risk; Chair of Nominating & Governance |
| Fifth Wall | Senior Advisor | Current | VC advisory in proptech |
| Apartment Income REIT Corp (NYSE: AIRC) | Chairperson; Director | Until sale to Blackstone in Jun 2024 | Audit; Compensation & HR; Governance & Corporate Responsibility |
| Grubb & Ellis | Director | Prior to sale to BGC Partners | Board service |
| Apartment Investment and Management (AIV) | Director | Prior to spin-off | Board service |
Board Governance
- Independence: PECO’s Board determined Mr. Murphy is not independent (former employee until Jul 1, 2024). Board committees are comprised exclusively of independent directors; Murphy has no committee assignments at PECO .
- Attendance: Board held 4 meetings in 2024; each director attended 100% of Board and applicable committee meetings; directors also attended the 2024 Annual Meeting .
- Lead Independent Director: Leslie T. Chao; independent directors meet in executive sessions at all regularly scheduled Board and committee meetings .
- Tenure & Age: Director since 2024; Age 65 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 32,500 | Annual cash retainer framework for non-employee directors: $65,000 base; committee/lead fees: Audit Chair $25,000; Comp Chair $20,000; N&G Chair $20,000; non-chair committee member $15,000; Lead Independent Director $45,000 |
| Annual Director Equity Grant | Included in “Stock Awards” total | Non-employee directors elect restricted stock or Class B Units; annual value $110,000; vests by next Annual Meeting or first anniversary |
Director compensation (2024) as reported:
| Category | Amount ($) | Detail |
|---|---|---|
| Stock Awards | 461,002 | Includes $369,969 Class B/C Units granted Mar 1, 2024 related to employment (see next section) |
| All Other Compensation | 576,793 | Dividends on unvested Class B Units $1,357; Earnings paid as employee prior to retirement (salary $274,615; bonus $262,500; 401(k) match $6,863); distributions on unvested Class B/C Units $31,458 |
| Total | 1,070,295 | Sum of categories above |
Performance Compensation
2024 long-term incentive (employment-related awards before retirement):
- Grant date: Mar 1, 2024; aggregate grant date fair value $369,969 (Class B and Class C Units) .
- Structure: 40% time-based (Class B Units) vesting 25% annually over 4 years; 60% performance-based (Class C Units) earned on 3-year performance period .
- Performance metrics: 100% Relative TSR vs FTSE Nareit Equity Shopping Centers Index; cap at target if absolute TSR is negative; above-target portion can be earned if absolute TSR becomes positive within 5 years from the performance period start (measured quarterly) .
| Metric | Definition | Program Weighting | Vesting / Modifier |
|---|---|---|---|
| Relative TSR vs FNSC | Company TSR relative to FTSE Nareit Equity Shopping Centers Index | 60% of LTI | Target capped if absolute TSR negative; catch-up if absolute TSR positive within 5 years |
| Time-based vesting | Class B Units (profits interests) | 40% of LTI | 25% per year over 4 years |
Other Directorships & Interlocks
| Company | Sector Overlap with PECO | Potential Interlock/Consideration |
|---|---|---|
| Macerich (MAC) | Retail shopping center REIT | Industry adjacency; monitoring for information flows; committee roles in comp/governance |
| CoreCivic (CXW) | Corrections/government services | Different sector; governance leadership (chairs N&G) |
| Fifth Wall | Proptech VC | Advisory role; potential industry insights |
| AIRC; AIV; Grubb & Ellis | REITs/services | Historical roles; no current interlocks |
Expertise & Qualifications
- Extensive commercial real estate, investment, and capital markets experience; public company director experience; leadership roles at Morgan Stanley and Deutsche Bank .
- Education: BA (William & Mary), MBA (University of Michigan) .
Equity Ownership
Beneficial ownership (as of March 7, 2025):
| Holding Type | Units | Notes |
|---|---|---|
| Common Shares | 13,575 | Direct |
| Rights to Common (OP/Units, RSU-equivalents) | 768,784 | See breakdown below |
| Total Beneficially Owned | 782,359 | Less than 1% |
Breakdown of “Rights to Common”:
| Instrument | Units | Notes |
|---|---|---|
| OP Units (direct) | 321,310 | Held directly |
| Earned Class B Units | 2,789 | Vested/vesting within 60 days; convert to OP Units upon parity |
| Earned Class C Units | 2,197 | Vested/vesting within 60 days; convert to OP Units upon parity |
| OP Units via DJM Investments LLC (indirect) | 378,488 | Voting/dispositive power; disclaims beneficial ownership beyond pecuniary interest |
| OP Units via Family Member’s Trust (indirect) | 64,000 | Voting/dispositive power; disclaims beneficial ownership beyond pecuniary interest |
Ownership alignment policies:
- Stock Ownership Policy (SOP): Non-management directors must hold 5x annual retainer; five-year compliance window; directors with ≥5 years of service are compliant as of Mar 19, 2025 .
- Insider Trading Policy prohibits hedging and pledging by all directors/officers/employees .
Governance Assessment
- Independence & Committees: Murphy is not independent due to recent employment (through Jul 1, 2024) and therefore does not serve on PECO’s independent-only committees, limiting committee-level influence at PECO .
- Attendance: 100% attendance in 2024, supporting engagement and reliability .
- Ownership Alignment: Significant OP Unit exposure (direct/indirect) and Class B/C Units indicate material alignment; SOP requires 5x retainer for directors; policy prohibits hedging/pledging, reducing misalignment risk .
- Potential Conflicts/Related Party Exposure:
- Tax Protection Agreements (TPAs): Murphy is a “protected partner” under 2017 and 2021 TPAs, with protections continuing to 2031 subject to OP unit thresholds—this can influence transaction structuring to avoid triggering built-in gains, representing a governance consideration for investors .
- Board independence profile: Seven of ten directors are independent; committees exclusively independent; Murphy and Ms. Wang are non-independent (Ms. Wang is CEO’s daughter), highlighting the need for strong Lead Independent Director oversight, which PECO discloses is in place .
- Director Compensation Signals: 2024 reported “All Other Compensation” reflects transitional employee pay pre-retirement (salary, bonus, 401(k), distributions). Stock awards include employment-related LTI (Class B/C Units) granted March 1, 2024; while typical director pay is time-based equity, the inclusion of employment LTI in Murphy’s 2024 director compensation warrants monitoring for 2025 normalization .
- Overboarding: PECO states no director serves on more than two other public company boards; Murphy’s current service at MAC and CXW fits within this threshold, mitigating overboarding risk .
RED FLAGS to monitor: Protected partner status under TPAs through 2031 potentially affecting M&A/asset dispositions ; non-independence status in 2024 limiting committee oversight at PECO . Counterbalancing factors include high attendance, strong governance frameworks (independent committees, SOP, hedging/pledging prohibitions), and a Lead Independent Director structure .
Director Compensation Program Reference (Context)
| Cash Retainers (Annual) | Amount ($) |
|---|---|
| Base Non-Employee Director Retainer | 65,000 |
| Audit Committee Chair | 25,000 |
| Compensation Committee Chair | 20,000 |
| Nominating & Governance Committee Chair | 20,000 |
| Non-Chair Committee Member (Audit/Comp/N&G) | 15,000 |
| Lead Independent Director | 45,000 |
| Equity | Value ($) | Vesting |
|---|---|---|
| Annual Director Grant (Restricted Stock or Class B Units) | 110,000 | Vests by next Annual Meeting or first anniversary, subject to service |
Notes on PECO Pay-for-Performance Framework (NEO context)
- Annual incentive metrics (2024): Adjusted FFO per share and Same-Center NOI growth .
- Long-term equity: Majority performance-based (60%); time-based 40% .
These NEO frameworks are relevant to Murphy’s 2024 employment LTI awards and demonstrate alignment with TSR-based performance and REIT-specific operating metrics .
Compliance & Ethics
- Code of Business Conduct & Ethics; whistleblower and non-retaliation policies .
- Clawback policy and compensation risk assessments; prohibition of hedging/pledging; no repricing of underwater options; independent advisor use by Board/committees .