John Caulfield
Chief Financial Officer, Executive Vice President and Treasurer at Phillips Edison & Company
Executive
About John Caulfield
John P. Caulfield is Chief Financial Officer, Executive Vice President and Treasurer of Phillips Edison & Company (PECO), age 44, serving as CFO since August 2019 (EVP since February 2022). He holds a bachelor’s degree in accounting and an MBA from Xavier University and is a certified public accountant; prior roles include VP Treasury/IR at CyrusOne and finance/treasury roles at Cincinnati Bell . Under his finance leadership, PECO’s 2024 net income attributable to stockholders rose 10% and Core FFO/share grew nearly 4% , with Adjusted FFO/share advancing from 1.79 (2021) to 2.00 (2024) and cumulative TSR since listing (July 15, 2021) reaching $151 vs $149 for shopping center REIT peers as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phillips Edison & Company | CFO, EVP & Treasurer | Aug 2019–present | Leads capital structure, FP&A, risk mgmt, investor relations; supports investment-grade balance sheet and TSR-driven LTI design |
| Phillips Edison & Company | SVP Finance | Jan 2016–Aug 2019 | Built FP&A, budgeting/forecasting, ERM, investor relations capabilities |
| Phillips Edison & Company | VP Treasury & IR | Mar 2014–Jan 2016 | Established treasury/IR function; messaging to investors/analysts |
| CyrusOne (Nasdaq: CONE) | VP Treasury & IR | Feb 2012–Mar 2014 | Key role in spinoff & IPO from Cincinnati Bell; capital structure set-up |
| Cincinnati Bell | Finance/Treasury (incl. Asst. Treasurer & Dir. IR) | Seven years (dates not disclosed) | Treasury, accounting, IR leadership across corporate finance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phillips Edison Grocery Center REIT III, Inc. (affiliated) | CFO, Treasurer & Secretary | Aug 2019–Oct 2019 | Finance leadership through merger into PECO |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 407,231 | 432,462 | 448,269 |
| Year-over-year change | — | +$25,231 (6.2%) | +$15,807 (3.7%) |
| Compensation philosophy reference | — | — | Committee targets ~50th percentile peers; 2024 CFO salary +3% |
Performance Compensation
Annual Cash Incentive Design and 2024 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| Adjusted FFO per Share | 50% | $1.92 | $1.99 | $2.07 | $2.00 | 53.2% after weighting |
| Same-Center NOI Growth | 20% | 3.5% | 4.0% | 5.0% | 3.8% | 16.6% after weighting |
| Individual Goals | 30% | — | — | — | Above target | 35.2% after weighting |
| Total 2024 Cash Incentive | — | — | Target $360,000 | — | Earned $378,000 | 105% of target |
Long-Term Incentive Program (LTI) – Structure and Grants
| Component | 2024 Target Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| Time-based (Class B Units) | 360,000 | 25% per year over 4 years from grant (3/1/2024) | Service-based |
| Performance-based (Class C Units) | 540,001 | Earned over 3 years; 50% vests at performance period end, 50% one-year later | Relative TSR vs FTSE Nareit Equity Shopping Center Index; Threshold 30th pctile, Target 50th, Max 75th; Absolute TSR modifier caps above-target if absolute TSR negative |
| Performance Program | Period | Outcome | Vesting status |
|---|---|---|---|
| 2022 LTI (Relative TSR) | 1/1/2022–12/31/2024 | 165.2% of target earned | 50% vested 12/31/2024; balance vests 12/31/2025 subject to service |
2024 Equity Vesting Realized
| Award Type | Units/Shares Vested in 2024 | Value Realized ($) |
|---|---|---|
| Class B/RSUs and earned Class C | 36,611 | 1,301,130 |
Equity Ownership & Alignment
| Ownership as of 3/7/2025 | Common Shares | Rights to Common Stock (OP Units, vested RSUs/Class B/Class C within 60 days) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| John P. Caulfield | 22,326 | 66,979 | 89,305 | <1% |
- Stock Ownership Guidelines: Non-CEO NEOs required to hold equity equal to 3x base salary; Caulfield requirement $1,500,000 and he is compliant .
- Hedging/Pledging: Company policy prohibits hedging and pledging of PECO securities by directors, officers, and associates .
- Securities under plans: Approx. 1.16M rights outstanding; 3.70M shares available under 2020 plan; expected ~0.5M PSUs to vest based on results-to-date .
Outstanding Unvested Awards (as of 12/31/2024)
| Grant Date | Type | Unvested Units | Market Value ($) | Next Vest/Condition |
|---|---|---|---|---|
| 3/10/2021 | Class B (time-based) | 1,258 | 47,125 | Vested 1/1/2025 |
| 3/1/2022 | Class B (time-based) | 2,268 | 84,959 | 25% annually from 3/1/2023 |
| 3/1/2022 | Class C (perf., 2022 LTI earned) | 10,261 | 384,377 | Remaining 50% vests 12/31/2025 |
| 3/1/2023 | Class B (time-based) | 5,887 | 220,527 | 25% annually from 3/1/2024 |
| 3/1/2023 | Class C (perf., 2023 LTI target) | 12,430 | 465,609 | Earn contingent on 3-year TSR; vests 1/1/2026 and 1/1/2027 if earned |
| 3/1/2024 | Class B (time-based) | 10,138 | 379,769 | 25% annually from 3/1/2025 |
| 3/1/2024 | Class C (perf., 2024 LTI target) | 15,207 | 569,654 | Earn contingent on 3-year TSR; vests 1/1/2027 and 1/1/2028 if earned |
Implication: Meaningful vesting events on 3/1/2025 (time-based tranche) and 12/31/2025 (remaining 2022 LTI), creating potential incremental liquidity/supply; however, hedging/pledging prohibited and SOP may require retention until guideline maintained .
Employment Terms
| Provision | Summary |
|---|---|
| Employment contract | Company states no employment contracts with executive officers |
| Severance Plan (no-CIC) | Lump sum 1.5× (base + 3-yr average bonus); 18 months COBRA; accelerated vesting of time-based awards scheduled within 18 months; pro-rata performance awards based on actual performance |
| Severance Plan (with CIC, double-trigger) | Lump sum 2.0× (base + 3-yr average bonus); 24 months COBRA; full vesting of unvested time-based and earned performance awards |
| Restrictive covenants | Non-compete/non-solicit for 18 months post-termination (24 for CEO) as condition to severance; confidentiality during and after employment |
| Clawback | Dodd-Frank/NYSE-compliant mandatory recovery of excess incentive-based compensation upon accounting restatements; broader misconduct-based clawback policy up to 36 months look-back/cancellation rights |
| Options | Company does not grant or reprice options; no buyouts of underwater options |
| Tax gross-ups | No tax gross-ups for executives |
Quantified Severance/Change-in-Control Economics (as of 12/31/2024, CFO)
| Scenario | Severance Pay ($) | Health Benefits ($) | Time-based Equity Accel ($) | Performance Equity Accel ($) | Total ($) |
|---|---|---|---|---|---|
| Good Reason / Not for Cause (no CIC) | 1,153,150 | 20,667 | 468,962 | 1,384,971 | 3,027,750 |
| Death/Disability | 378,000 (bonus) | — | 468,962 | 1,384,971 | 2,231,933 |
| CIC + termination (double-trigger) | 1,537,533 | 27,556 | 732,380 | 2,454,904 | 4,752,373 |
Compensation Governance, Peer Group, and Shareholder Feedback
- Peer group for 2024 pay benchmarking: Acadia, Brixmor, Federal Realty, InvenTrust, Kimco, Kite, Regency, Retail Opportunity, Tanger, Macerich, Urban Edge; updated to add Tanger, Macerich, Urban Edge; removed Spirit Realty Capital, SITE Centers, American Assets Trust .
- 2024 say‑on‑pay approval: 97.5% support; Board continues annual votes .
- Stock Ownership Policy multiples: CEO 10× salary; NEOs 3× salary; non‑mgmt directors 5× retainer (2025); retention requirements if below threshold .
Performance & Track Record
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Adjusted FFO per Share ($) | 1.79 | 1.82 | 1.88 | 2.00 |
| PECO TSR – $100 initial (as of period end) | 120 | 120 | 142 | 151 |
| Peer Group TSR – $100 initial (as of period end) | 120 | 102 | 111 | 149 |
- 2024 operational commentary: High occupancy, strong lease spreads, >$300M acquisitions; net income +10%; Core FFO/share ~+4% despite rate headwinds .
- LTI performance result (2022-2024): Relative TSR at 66th percentile; 165.2% of target earned .
Compensation Structure Analysis
- Cash vs equity mix emphasizes at‑risk pay: annual bonus formulaic on Adjusted FFO/share and Same‑Center NOI growth; LTI majority performance-based (60%) on relative TSR; absolute TSR modifier caps above-target in down markets .
- No stock options; equity delivered as RSUs/Class B (time) and Class C (performance); no repricing or buyouts; no tax gross-ups .
- Strong shareholder support (97.5% say‑on‑pay 2024), indicating alignment of pay with performance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- No employment contracts; double-trigger CIC cash severance only (shareholder-friendly) .
- Robust clawbacks (mandatory NYSE/SEC and misconduct policy) .
- Related party/perquisites: None disclosed for CFO; aircraft and personal office assistant costs apply to CEO with reimbursement/incremental-cost reporting .
Equity Ownership & Alignment Details
| Guideline | Requirement | Status |
|---|---|---|
| NEO stock ownership | 3× base salary; Caulfield $1,500,000 | Compliant |
| Dividend/distribution treatment | Time-based RSUs receive cash dividend equivalents; Class B monthly distributions; performance awards accrue; earned Class C distributions paid in Class B or cash per plan | Policy in place |
Investment Implications
- High alignment: CFO compensation is heavily performance-linked (relative TSR), with robust clawbacks and prohibitions on hedging/pledging; no single-trigger CIC cash severance, and equity vesting rules emphasize retention .
- Near-term vesting cadence (3/1/2025 time-based tranche; 12/31/2025 remaining 2022 LTI) may add modest insider supply, though SOP retention and blackout controls limit selling pressure .
- Strong shareholder support and peer-based benchmarking, alongside improving Adjusted FFO/share and competitive TSR, suggest pay-for-performance integrity supportive of investor confidence in finance execution under Caulfield .