Steve Quazzo
About Stephen (Steve) R. Quazzo
Stephen R. Quazzo, age 65, is an Independent Director of Phillips Edison & Company (PECO), serving since 2013. He co-founded and is CEO of Pearlmark Real Estate, LLC; earlier he was President of Equity Institutional Investors (1991–1996) and a Vice President in Goldman Sachs’ Real Estate Department. He holds a BA and MBA from Harvard University and has extensive real estate investment, capital markets, and public board experience that the Board cites among his core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Institutional Investors (Equity Group Investments) | President | 1991–1996 | Raised equity capital; portfolio management for real estate investments including opportunity funds and public REITs |
| Goldman, Sachs & Co. | Vice President, Real Estate Investment Banking | Not disclosed | Led real estate IB activities in the Midwest |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marriott Vacations Worldwide (NYSE: VAC) | Director | Current | Public company directorship |
| ILG, Inc. (Nasdaq: ILG) | Director | Until Sept 2018 | Public company directorship (prior) |
| Starwood Hotels & Resorts (NYSE: HOT) | Director | Until Sept 2016 | Public company directorship (prior) |
| Urban Land Institute (ULI) | Trustee; past Chair of ULI Foundation | Not disclosed | Industry nonprofit leadership |
| Rush University Medical Center; Chicago Symphony Orchestra Endowment; Deerfield Academy | Board roles | Not disclosed | Nonprofit boards |
Board Governance
- Independence: Designated Independent Director; PECO’s Board has 7 of 10 independent directors and all key committees consist solely of independent directors .
- Committee assignments: Served on Audit Committee until Feb 21, 2024; appointed to Nominating & Governance (N&G) Committee on Feb 21, 2024; N&G had 4 meetings in 2024 (Chair: Ms. Fischer) .
- Attendance: Board held 4 meetings in 2024; Quazzo attended 100% of Board and applicable committee meetings and attended the 2024 annual meeting; independent directors met in executive session at all regularly scheduled Board and committee meetings .
- Engagement scope: N&G oversees director nominations, independence/conflicts, corporate governance practices, and sustainability; all members are Nasdaq/SEC independent .
Fixed Compensation
| Component | FY 2024 | Detail/Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard for non-employee directors |
| Committee member fee (N&G, non-chair) | $15,000 | Non-chair N&G membership |
| Fees earned in cash (reported) | $80,000 | Matches 65k + 15k structure |
| All other compensation (dividends on unvested equity) | $5,303 | Dividends on unvested restricted stock |
| Total director compensation (cash + equity + other) | $195,303 | Includes $110,000 equity grant value |
Performance Compensation
| Equity Element | FY 2024 | Instrument | Vesting | Shares/Units |
|---|---|---|---|---|
| Annual equity grant | $110,000 | Restricted stock (or Class B Units at director election) | Vests in full on earlier of next Annual Meeting (min ~50 weeks after prior meeting) or first anniversary, subject to service | Unvested restricted stock held: 3,364 shares as of Dec 31, 2024 |
- Stock Ownership Policy: Directors with 5+ years of service are in compliance with minimum ownership targets as of Mar 19, 2025; new directors have 5 years to reach targets . Hedging and pledging of Company securities are prohibited by policy .
- Performance metrics: Director equity is time-based; no director performance metrics (e.g., revenue/EBITDA/TSR hurdles) are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Relationship to PECO | Interlock/Conflict Assessment |
|---|---|---|
| Marriott Vacations Worldwide (VAC) | Unrelated consumer travel/leisure | PECO notes no director serves on more than two other public company boards; no interlocks or related transactions disclosed for Quazzo . |
| Prior boards (ILG, Starwood) | Historical roles | No current interlock; no related party transactions disclosed . |
Expertise & Qualifications
- Real estate investing, REITs, capital markets, and board governance expertise; licensed real estate broker (IL); ULI leadership; Harvard BA and MBA .
- Board qualifications emphasize integrity, judgment, leadership, independence, and investment management experience .
Equity Ownership
| As of Mar 7, 2025 | Common Shares | Rights to Common (OP/Class B/C/RSUs vesting ≤60 days) | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Stephen R. Quazzo | 44,145 | — | 44,145 | <1% |
- Footnote: Includes 3,364 shares of unvested restricted stock held by non-employee directors .
- Basis: Ownership % calculated against 125,371,924 common shares, including restricted stock, plus individual rights deemed outstanding for the holder .
- SOP compliance: Directors with ≥5 years on the Board are in compliance with stock ownership policy as of Mar 19, 2025; Quazzo has served since 2013 .
Governance Assessment
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Strengths
- Independent director with 12+ years of service and 100% 2024 attendance—supports credibility and engagement .
- Relevant committee rotation from Audit to N&G in 2024, aligning expertise with governance oversight; N&G independence and responsibilities are robust .
- Ownership alignment via annual equity grants and compliance with Stock Ownership Policy; hedging/pledging prohibited .
- Board-level safeguards: majority independent; committees fully independent; annual self-assessments; attention to overboarding (≤2 other boards) .
-
Watch items / potential risks
- External board service at Marriott Vacations Worldwide increases time commitments; however, PECO’s policy mitigates overboarding risk and no interlocks/related transactions are disclosed for Quazzo .
- No disclosed related-party transactions; PECO’s policy routes any such matters to the Audit Committee for approval/ratification, reducing conflict risk .
-
Compensation mix signal
- 2024 mix heavily time-based equity ($110k) plus structured cash retainers ($80k); consistent with REIT peer practices and emphasizes alignment over pay-for-performance metrics for directors .
- No meeting fees and standardized committee fees reduce potential for pay anomalies; presence of clawback and risk-balancing policies at the company level (for executives) indicates governance rigor across compensation oversight .
Overall, Quazzo’s independence, attendance, committee engagement, and equity-based compensation structure support investor confidence; no red flags on conflicts or related-party exposure are disclosed .