Jeff Edison
About Jeff Edison
Jeffrey S. Edison, age 64, is Co‑founder, Chairman and Chief Executive Officer of Phillips Edison & Company (PECO) and has served as CEO and Chairman since December 2009; he holds a BA in mathematics and economics from Colgate University and an MBA from Harvard University . Under his leadership, PECO reported 2024 net income attributable to stockholders up 10% and Core FFO per share growth of “nearly 4%,” supported by over $300 million of acquisitions in an improving transaction market . Since PECO’s IPO (July 15, 2021), a $100 investment grew to $151 by December 31, 2024 (dividends reinvested), outpacing the FTSE Nareit All Equity REITs and matching/edging the S&P 500 over the same period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Phillips Edison & Company, Inc. | Chairman & CEO | 2009–present | Led growth as public REIT focused on grocery-anchored centers; multi-year outperformance on relative TSR drives performance-based LTI design . |
| Phillips Edison Grocery Center REIT III, Inc. | Chairman & CEO | 2016–2019 (to merger) | Oversaw REIT III through merger into PECO in Oct 2019 . |
| Phillips Edison Grocery Center REIT II, Inc. | Chairman & CEO | 2013–2018 (to merger) | Led REIT II through merger into PECO in Nov 2018 . |
| Phillips Edison Limited Partnership (PELP) | Co‑founder and Principal | Since 1995 | Foundation of PECO’s operating platform and acquisition engine . |
| NationsBank South Charles Realty Corp. | SVP (1993–1995); VP (1991–1993) | 1991–1995 | Real estate finance/operations leadership experience . |
| Morgan Stanley Realty Inc. | Employee | 1987–1990 | Institutional real estate and capital markets grounding . |
| The Taubman Company | Employee | 1984–1987 | Retail real estate operating experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in PECO’s 2025 and 2024 proxies . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 880,077 | 907,460 | 927,375 |
| Annual Cash Incentive Earned ($) | 1,495,000 | 1,606,800 | 1,435,241 |
| All Other Compensation ($) | 335,703 | 457,581 | 197,559 |
| Total Compensation ($) | 6,847,851 | 7,146,228 | 6,989,058 |
| 2024 Annual Cash Incentive Design | Threshold | Target | Maximum | Actual | Weighting |
|---|---|---|---|---|---|
| Adjusted FFO per Share ($) | 1.92 | 1.99 | 2.07 | 2.00 | 50% |
| Same-Center NOI Growth (%) | 3.5 | 4.0 | 5.0 | 3.8 | 20% |
| Individual Goals | — | — | — | Achieved above target (35.2% weighted) | 30% |
| Total Payout vs Target | — | — | — | 105% of target | — |
Notes: 2024 target cash award for Edison was $1,366,896; paid $1,435,241 (105%) .
Performance Compensation
- Design and metrics
- Long-term incentives are 60% performance-based and 40% time-based; performance is 100% Relative TSR vs FTSE Nareit Equity Shopping Centers Index (FNSC). Threshold/Target/Max percentiles: 30th/50th/75th, with an absolute TSR cap if 3-year absolute TSR is negative (excess above target becomes contingent up to five years) .
- Time-based awards vest in four equal annual installments over four years .
| 2024 Long-Term Incentive Awards (Grant-date dollar values) | Time-based ($) | Performance-based at Target ($) | Total at Target ($) |
|---|---|---|---|
| Jeffrey S. Edison | 1,531,440 | 2,297,160 | 3,828,600 |
| Key LTI Mechanics | Details |
|---|---|
| Vehicles | Class B Units (time-based) and Class C Units (performance-based), elected instead of RSUs; convert to OP Units upon parity and vesting . |
| 2024 grants (counts) | 43,127 time-based Class B Units; up to 129,381 performance-based Class C Units (target 64,691); also 3,952 additional vested Class C Units for accrued distributions on prior awards . |
| 2022–2024 Performance Cycle Result | TSR 23.2%, 66th percentile vs FNSC; earned 165.2% of target; 50% vested 12/31/2024, 50% vests 12/31/2025 (subject to continued service) . |
| Options usage | Company does not have options or option-like awards outstanding; no option repricing/buyouts . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 10x base salary; Non‑CEO NEOs 3x; Directors 5x (4x in 2024 proxy). As of March 19, 2025, Edison was compliant; SOP requires 100% retention until compliant and after significant price declines until thresholds are re‑met .
- Hedging/pledging: Prohibited for all directors, officers and associates; structured trading windows and blackout periods apply .
- Dividends/distributions on awards: Time-based RSUs receive dividend equivalents; time-based Class B Units receive monthly distributions; performance-based awards accrue equivalents subject to being earned, with specific OP Unit/Class B Unit mechanics for Class C distributions .
- Near-term vesting/supply considerations (potential selling pressure)
- 2022 performance-based LTI: remaining 50% (earned at 165.2% of target) scheduled to vest on 12/31/2025 .
- 2023 performance-based LTI: earned units vest 50% on 1/1/2026 and 50% on 1/1/2027, subject to performance and service .
- 2024 time-based LTI: vests 25% annually beginning 3/1/2025 (four equal installments) .
- 2024 performance-based LTI: performance period ends 12/31/2026; earned units vest 50% on 1/1/2027 and 50% on 1/1/2028 .
Employment Terms
- No individual employment contracts with executive officers; committees are composed solely of independent directors; executive officers receive no additional director pay .
- Severance and change-in-control plan (NEO plan; Edison-specific multiples)
- Termination not for Cause or resignation for Good Reason (no CIC): lump sum 2.0x (CEO) times (base salary + average bonus over three years); COBRA continuation for 24 months (CEO); 18 months’ time-based equity acceleration (24 months CEO) and prorated performance-based equity based on actual results .
- Within two years after a Change in Control and terminated without Cause or resigns for Good Reason: lump sum 2.5x (CEO) times (base salary + average bonus); COBRA for 30 months (CEO); full vesting of unvested time-based and earned performance-based equity .
- Non-compete and non-solicit covenants: 24 months for CEO (18 months for other NEOs) as a condition for benefits .
- Quantified payout illustration (as of 12/31/2024):
| Scenario (12/31/2024) | Severance Pay ($) | Health Care ($) | Time-based Equity Accel. ($) | Performance-based Equity Accel. ($) | Total ($) |
|---|---|---|---|---|---|
| Good Reason or Not for Cause (no CIC) | 4,883,676 | 31,140 | 2,584,066 | 6,705,565 | 14,204,447 |
| Death/Disability | 1,435,241 | — | 2,584,066 | 6,705,565 | 10,724,872 |
| Change in Control with Termination | 6,104,595 | 38,926 | 3,729,106 | 11,599,789 | 21,472,416 |
- Clawback policy: Dodd‑Frank–compliant recovery of erroneously awarded incentive compensation after restatements; expanded misconduct remedies and cancellation provisions .
- Tax features: No 280G/409A gross-ups; Section 162(m) impacts considered but do not override program design .
Board Governance (Director Service, Committees, Independence)
- Board service and roles: Edison has been a Director since 2009 and serves as Chairman of the Board; the Board has a Lead Independent Director (Leslie T. Chao) to counterbalance the combined CEO/Chair structure; all standing committees comprise only independent directors .
- Independence and family relationships: 7 of 10 directors are independent; Parilee E. Wang (director) is Edison’s daughter and is not independent; Devin I. Murphy (former President, retired 2024) is also not independent .
- Board/committee meetings: 100% attendance by all directors in 2024; independent directors met in executive session at all regularly scheduled Board and committee meetings .
Director Compensation (as it pertains to a dual role)
- Edison receives no additional compensation for director service; non‑employee directors receive cash retainers and annual equity grants designed to align with shareholders .
Related Party Transactions and Red Flags
- Aircraft leases: PECO leases an aircraft from PECO Air LLC, 50% owned by Edison; PECO paid approximately $0.9 million in 2024; Edison has a time‑sharing agreement for personal use, and in 2024 the cost exceeded reimbursement by ~$44,473 (counted in All Other Compensation); no incremental cost for guests on business flights .
- Tax protection agreements (TPAs): Edison is a protected partner and “Partners’ Representative” under 2017 and 2021 TPAs covering built‑in gains on contributed properties; potential obligations through 2027 and 2031, respectively .
- Policy mitigants: No hedging or pledging; no option repricing/buyouts; robust clawback; no single‑trigger cash severance; no employment contracts .
Compensation Committee, Peer Group, Say‑on‑Pay
- Independent Compensation Committee engages Ferguson Partners Consulting; base salaries generally targeted near the 50th percentile of Nareit survey peers .
- 2024 peer group used for benchmarking included: Acadia, Brixmor, Federal Realty, InvenTrust, Kimco, Kite, Tanger, Macerich, Regency, Retail Opportunity, Urban Edge .
- Say‑on‑Pay support: 97.5% approval at 2024 annual meeting; Board recommends continuing annual say‑on‑pay votes .
Expertise & Qualifications
- Education: BA, Colgate University; MBA, Harvard University .
- Domain expertise: 30+ years in commercial real estate; strategy, capital markets, leadership and governance credentials cited by the Board in nominating Edison .
Performance Snapshot (Pay vs Performance context)
| Indicator | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| CEO Pay Ratio (x) | — | — | 57.2 | 56.0 |
| Adjusted FFO/Share ($) | 1.79 | 1.82 | 1.88 | 2.00 |
| Company TSR ($100 at 7/15/21) | 120 | 120 | 142 | 151 |
Investment Implications
- Alignment: CEO pay is heavily at‑risk and tied to Relative TSR (60% of LTI), with strong stock ownership requirements (10x salary) and prohibitions on hedging/pledging—supportive of alignment with shareholders .
- Retention dynamics: Significant unvested performance‑based equity through 2027 (2022, 2023, 2024 LTI cycles) provides retention hooks; severance plan (2.0x no‑CIC; 2.5x with CIC for CEO) and 24‑month non‑compete further reduce immediate turnover risk .
- Pay-for-performance: 2024 STI paid at 105% of target with A‑FFO/share above target and Same‑Center NOI slightly below target; 2022–2024 TSR cycle paid at 165.2% of target—evidence of strong equity performance versus FNSC peers .
- Governance risk watch‑items: Related‑party aircraft lease persists (incremental personal-use cost borne by company each year), and a family relationship on the Board (daughter as director) requires continued robust independence safeguards; PECO mitigates with a Lead Independent Director, independent-only committees, executive sessions, and strong policies (no hedging/pledging, clawback) .
- Share flow considerations: Multiple scheduled vesting events (late 2025–2028) could add modest supply; absence of options and no pledging reduces forced‑sale risks; insider trading windows and blackout periods further manage trading cadence .