Greg Wood
About Greg Wood
Independent director at Phillips Edison & Company (PECO) since 2016; age 66. Former EVP & CFO of EnergySolutions (June 2012–June 2023). Previously CFO at Actian Corporation, Silicon Graphics, Liberate Technologies, and InterTrust Technologies. Education: BBA in Accounting (University of San Diego) and JD (University of San Francisco School of Law); formerly a CPA. The Board cites his accounting/financial management expertise, public company director experience and independence; he serves on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnergySolutions, Inc. | EVP & CFO | Jun 2012 – Jun 2023 | Led finance at nuclear industry services provider |
| Actian Corporation | CFO | Prior to 2012 | Senior finance leadership (dates not disclosed) |
| Silicon Graphics | CFO | Prior | Senior finance leadership (dates not disclosed) |
| Liberate Technologies | CFO | Prior | Senior finance leadership (dates not disclosed) |
| InterTrust Technologies | CFO | Prior | Senior finance leadership (dates not disclosed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steinway Musical Instruments, Inc. | Director | Oct 2011 – Oct 2013 | Audit Committee Chair |
Board Governance
- Independence: PECO’s Board has 10 directors with 7 independent (2025); Wood is independent under Nasdaq rules .
- Committee roles: Audit Committee member (all members independent, financially literate, and “audit committee financial experts”) and Compensation Committee member .
- Attendance: Board held 4 meetings in 2024; all directors (incl. Wood) attended 100% of Board and assigned committee meetings. Independent directors met in executive session at all regularly scheduled meetings . In 2023, Board held 4 meetings; all directors attended 100% .
- Lead independent director; committee-only independence: Chair is CEO, Lead Independent Director is Les Chao; Board committees comprised solely of independent directors .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Wood attendance (Board & committees) | 100% | 100% |
| Independent director executive sessions | At all regular meetings | At all regular meetings |
| Wood committees | Audit; Compensation | Audit; Compensation |
Fixed Compensation
- Non-employee director cash/equity program: Annual cash retainer = $65,000; committee member fees = $15,000; chair fees: Audit $25,000, Compensation $20,000, N&G $20,000; Lead Independent Director = $45,000 .
- Equity: Annual grant valued at $110,000 in restricted stock or Class B Units (time-based; vests at next annual meeting or first anniversary, subject to service) .
| Year (Service) | Fees Earned in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 90,000 | 110,000 | 6,892 (dividends on unvested shares) | 206,892 |
| 2024 | 95,000 | 110,000 | 5,303 (dividends on unvested shares) | 210,303 |
Performance Compensation
- Non-employee directors do not receive performance-based bonuses or TSR/metric-linked equity; annual grants are time-based restricted stock or Class B Units; no options are granted .
Other Directorships & Interlocks
- Current public boards: None disclosed for Wood .
- Prior public boards: Steinway Musical Instruments, Inc. (Audit Chair, 2011–2013) .
- Interlocks/conflicts: None disclosed for Wood; Compensation Committee attributes note no member was party to related-party transactions requiring disclosure during 2024 .
Expertise & Qualifications
- Audit committee financial expertise: All Audit Committee members (including Wood) qualify under SEC rules and are financially literate under Nasdaq .
- Deep finance/accounting background; former CPA with CFO roles across technology; legal training (JD) enhances governance and compliance oversight .
- Independence and risk oversight experience cited by Board .
Equity Ownership
- Beneficial ownership (as of Mar 7, 2025): 24,031 common shares; less than 1% ownership; includes 3,364 unvested restricted shares .
- Unvested restricted stock as of Dec 31, 2024: 3,364 shares (standard annual director grant) .
- Ownership guidelines: Non-management directors must own 5x annual retainer (SOP); directors with ≥5 years of service are in compliance as of Mar 19, 2025 (Wood qualifies) . Hedging and pledging are prohibited by policy .
| Item | Amount |
|---|---|
| Common shares beneficially owned | 24,031 (incl. 3,364 unvested RS) |
| Ownership % of outstanding | <1% |
| Unvested restricted shares (12/31/2024) | 3,364 |
| SOP requirement (Directors) | 5x annual retainer |
| SOP compliance (≥5-year directors) | In compliance (Wood included) |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Committee assignments and independence: Wood’s roles on Audit and Compensation (both fully independent and with strong chartered responsibilities) support board effectiveness in financial reporting integrity, risk oversight, and balanced pay practices .
- Attendance and engagement: 100% attendance in both 2023 and 2024 indicates high engagement .
- Compensation alignment: Director pay mix (cash retainer + $110k time-based equity) aligns directors with shareholders without incentivizing undue risk; no options, no performance grants for directors .
- Ownership alignment: Compliant with tightened SOP; holds stock and unvested restricted shares; no pledging/hedging allowed .
- Conflicts/related-party risk: No related-party transactions disclosed for Wood; Compensation Committee explicitly notes no member was party to Item 404 transactions in 2024 . Broader related-party transactions exist involving CEO aircraft leases, but not attributable to Wood .
- Say-on-Pay signals: High shareholder support (97.5% in 2024; 96% in 2023) indicates confidence in compensation governance overseen by the Compensation Committee (of which Wood is a member) .
Supplemental: Company Performance Context
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Cumulative TSR since IPO (July 15, 2021 baseline $100) | PECO $142; S&P 500 $114; FNER $97; FNSC $112 | TSR graph referenced; performance commentary strong in 2024 proxy letter |
Overall, Wood’s profile reflects strong financial expertise, consistent engagement, and clean related-party profile. RED FLAGS: None specific to Wood identified; policies prohibit hedging/pledging; high attendance; committee independence affirmed .