Liz Fischer
About Liz Fischer
Independent director at Phillips Edison & Company (PECO) since 2019, age 65. Former Goldman Sachs Managing Director who led the Bank Debt Portfolio Group (leveraged finance syndicated loans) from 2010 until retirement in May 2019; prior roles at CIBC in leveraged finance/syndications/risk, and KPMG; formerly a certified public accountant. Education: BA Colgate University and MBA NYU; recognized for extensive financial and investment expertise and independence from management . PECO’s Board determined she is independent under Nasdaq rules; she attended 100% of Board and committee meetings in 2024 and the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. LLC | Managing Director, Bank Debt Portfolio Group | 2010–May 2019 | Managed leveraged finance syndicated loans; co-head, firm-wide Women’s Network for the Americas (4 years) |
| Canadian Imperial Bank of Commerce (CIBC) | Various roles in leveraged finance, syndications, risk management | Not specified | Leveraged finance and risk management experience |
| KPMG LLP | Started career; former CPA | Not specified | Accounting background and audit literacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed for Fischer in the proxy . |
Board Governance
- Committees: Audit Committee member; Chair of Nominating & Governance (N&G) Committee .
- Audit Committee requirements: All members are “financially literate” and qualify as “audit committee financial experts” under SEC rules; all members independent .
- N&G Committee oversight: Director nominations, board/committee composition, annual board performance review, corporate responsibility and sustainability oversight, independence determinations, and conflict-of-interest review .
- Independence: Board has 7 of 10 independent directors; all standing committees comprised solely of independent directors. Fischer is independent; Devin Murphy (former employee) and Parilee Wang (CEO’s daughter) are not independent .
- Attendance and engagement: Board met 4 times in 2024; each director attended 100% of Board and applicable committee meetings and the 2024 annual meeting; independent directors met in executive session at all regularly scheduled Board and committee meetings .
- Lead Independent Director: Leslie T. Chao .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non-employee director cash retainer |
| Audit Committee member fee | $15,000 | Non-chair member fee |
| N&G Committee chair fee | $20,000 | Chair of N&G Committee |
| Total 2024 cash fees earned | $100,000 | Reported for Fischer in 2024 |
| All other compensation (dividends on unvested equity) | $5,303 | Reported “All Other Compensation” for Fischer in 2024 |
| Total 2024 director compensation | $215,303 | Cash + stock + other for Fischer |
Performance Compensation
| Equity Award | Grant Value | Instrument | Grant Timing | Vesting | Shares/Units | Notes |
|---|---|---|---|---|---|---|
| Annual director equity grant | $110,000 | Restricted stock or Class B Units (director election) | Immediately following each Annual Meeting | Vests in full at earlier of next Annual Meeting or first anniversary; minimum ~50 weeks post prior meeting; continued service required | Not specified per individual grant | Directors may elect RS or OP partnership units; structure designed for alignment |
| Unvested equity at 12/31/2024 | — | Restricted stock | — | — | 3,364 shares (unvested) | Fischer’s unvested restricted stock balance |
No director performance-based metrics (e.g., TSR hurdles) are disclosed for non-employee director equity; director equity is time-based vesting only .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed for Fischer. Policy notes none of PECO’s directors serve on more than two other public company boards . |
Expertise & Qualifications
- Financial/accounting: Former CPA; Goldman Sachs leveraged finance MD; CIBC risk/syndications; qualifies for Audit Committee financial expert standards .
- Corporate governance: Chairs N&G Committee overseeing board evaluations, independence, and CRS program .
- Education: BA Colgate University; MBA NYU .
- Independence and judgment recognized by Board .
Equity Ownership
| Item | Detail |
|---|---|
| Stock ownership policy (SOP) | Non-management directors must hold equity equal to 5x annual retainer; 5-year compliance window; if below threshold due to price decline, must retain all shares until target regained |
| Compliance status | As of March 19, 2025, each non-employee director serving ≥5 years is in compliance (Fischer joined in 2019) |
| Unvested equity | 3,364 unvested restricted shares at year-end 2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers/employees |
Governance Assessment
- Strengths: Independent director with deep leveraged finance and accounting background; serves as Audit Committee member and Chair of N&G Committee—key governance roles for board effectiveness and oversight . 100% attendance in 2024; participates in frequent executive sessions—signals strong engagement .
- Alignment: Director pay structure mixes cash with equity; annual equity grant of $110,000 with time-based vesting; SOP requires 5x retainer ownership and shows compliance for seasoned directors; hedging/pledging prohibited—good alignment and risk control .
- Potential conflicts: No related-party transactions disclosed for Fischer; broader board environment includes non-independent director Parilee Wang (CEO’s daughter), but independence and committee processes (N&G oversight of conflicts) are explicit .
- Shareholder signals: High 2024 say-on-pay support (97.5%) suggests investor confidence in compensation governance broadly, though focused on executives rather than directors .
RED FLAGS: None identified specific to Fischer in 2024–2025 disclosures; no pledging/hedging, no related-party dealings, and full attendance. Note board-level family relationship (Ms. Wang, CEO’s daughter) as a general governance consideration, mitigated by committee independence and defined independence determinations .