Les Chao
About Les Chao
Leslie (Les) T. Chao, age 68, has served on PECO’s Board since 2010 and as Lead Independent Director since November 2017. He is Chair of the Audit Committee and a member of the Compensation Committee (appointed October 30, 2024; previously served on Nominating & Governance). Chao retired in 2008 as CEO of Chelsea Property Group (NYSE-listed; now part of Simon Property Group), and earlier served as President and CFO. He holds an MBA from Columbia University and a BA from Dartmouth College, and is recognized for extensive domestic/international real estate, accounting, and financial management expertise and independence from management and affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chelsea Property Group (NYSE; now SPG) | Chief Executive Officer; previously President and CFO | Retired 2008 | Led multinational outlet/shopping center operations; executive financial oversight |
| Link REIT (Hong Kong) | Inaugural Board Member | 2005–2008 | Governance for first publicly-listed and largest HK REIT |
| Manufacturers Hanover (now JPMorgan Chase) | Vice President, Treasury (bank holding company) | Through 1987 | Corporate treasury and capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Value Retail PLC (London) | Board Member | Since 2009 | International retail property platform |
| Value Retail China | Co-founder & Chairman | Since 2012 | Private owner/developer of retail properties |
| Dartmouth College | President’s Leadership Council; Hopkins Center Advisory Board | Ongoing | Academic and arts governance involvement |
Board Governance
- Independence: PECO’s Board has seven of ten independent directors; all members of Audit, Compensation, and Nominating & Governance are independent. The Board determined Chao is independent under Nasdaq rules .
- Roles: Lead Independent Director since 2017; principal liaison to independent directors, presides over executive sessions, and consults on agendas and Board matters .
- Committees: Audit Committee Chair (all members financially literate and “audit committee financial experts”); Compensation Committee member (appointed October 30, 2024); previously Nominating & Governance member .
- Attendance: Board held four meetings in 2024; each director attended 100% of Board and applicable committee meetings and attended the Annual Meeting .
- Director election support: 2025 vote for Chao—For 92,342,796; Against 2,155,468; Abstain 111,999; broker non-votes 14,178,302, indicating strong shareholder support .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 65,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | 45,000 | Additional annual cash retainer |
| Audit Committee Chair fee | 25,000 | Additional annual cash retainer |
| N&G Committee member fee | 15,000 | Additional annual cash retainer (served until Oct 30, 2024) |
| Total fees earned in cash (2024) | 150,000 | As reported |
| Reimbursements | — | Reasonable out-of-pocket expenses reimbursed |
Performance Compensation
| Equity Element | Grant Value ($) | Form | Vesting |
|---|---|---|---|
| Annual director equity grant (2024) | 110,000 | Restricted stock or Class B Units (director’s election) | Vests fully at next Annual Meeting (≥50 weeks) or 1-year from grant, subject to service |
| Dividends on unvested equity (2024) | 5,303 | Cash dividends on unvested restricted stock/Class B Units | As reported in director comp table |
- No performance (metric-based) equity for directors is disclosed; director equity is time-based only .
Other Directorships & Interlocks
- Current public boards: None disclosed besides PECO. External boards include Value Retail PLC (private) and Value Retail China (private). Prior public board: Link REIT (2005–2008) .
- Interlocks/conflicts: Compensation Committee attests no member (including Chao) was party to any related-party transaction requiring Item 404 disclosure in 2024; all committee members are independent . PECO governance practices prohibit directors from serving on conflicting boards .
Expertise & Qualifications
- Financial/accounting and audit expertise: All Audit Committee members (including Chao as Chair) are “audit committee financial experts” and financially literate under SEC/Nasdaq rules .
- Real estate/retail industry leadership: Decades of executive experience across U.S., Asia, and Mexico in shopping centers and REITs .
- Corporate governance and risk oversight: Lead Independent Director responsibilities; active role in risk oversight through Audit and Compensation Committees .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Unvested director equity (as of 12/31/2024) | 3,364 shares | Unvested restricted stock (or Class B Units) for multiple directors including Chao; specific to Chao noted in table |
| Stock Ownership Policy (SOP) | 5x annual retainer (non-management directors) | Achieve within 5 years; directors with ≥5 years’ service compliant as of Mar 19, 2025 |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging/pledging by directors |
Note: Beneficial ownership totals and % outstanding for Chao are not itemized in the retrieved excerpt; SOP compliance is affirmed for directors with ≥5 years’ service .
Governance Assessment
- Strengths:
- Lead Independent Director and Audit Chair roles concentrate oversight and independence; strong governance structure (committees composed solely of independent directors) .
- 100% meeting attendance signals high engagement; robust executive session cadence enhances independent oversight .
- Clear anti-hedging/pledging policy; clawback policies for executives underpin broader governance discipline .
- Strong shareholder support for Chao’s re-election and for say-on-pay (2025 advisory vote For: 90,978,361) .
- Potential risks/considerations:
- None disclosed specific to Chao; Compensation Committee confirms no related-party transactions in 2024 among members .
- Board recognizes and monitors “overboarding”; disclosure notes no director serves on more than two other public company boards .
Director Compensation (Summary for Les Chao, 2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 150,000 |
| Stock Awards (grant-date fair value) | 110,000 |
| All Other Compensation (dividends on unvested equity) | 5,303 |
| Total | 265,303 |
Board Committee Composition (Chao)
- Audit Committee: Chair; all members independent, financially literate, and audit committee financial experts .
- Compensation Committee: Member (appointed Oct 30, 2024); committee fully independent; no member party to Item 404 transactions .
- Nominating & Governance: Member until Oct 30, 2024; committee fully independent .