Tanya Brady
About Tanya Brady
Tanya E. Brady (age 57) is General Counsel, Executive Vice President and Secretary at Phillips Edison & Company (PECO). She has served as General Counsel since January 2015, Secretary since November 2018, and Executive Vice President since February 2022; she previously served as Chief Ethics & Compliance Officer from August 2021 to December 31, 2023 and leads Corporate Responsibility and Sustainability since January 2022 . Education: BCL (honors), National University of Ireland College of Law (Dublin); JD, DePaul University College of Law (Chicago); licensed in IL, GA, OH, UT . Company performance emphasis for pay includes Adjusted FFO/share, Same-Center NOI growth, and Relative TSR; 2024 pay-versus-performance shows Adjusted FFO/share of $2.00 and cumulative TSR value of $151 vs peer group $149 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phillips Edison & Company | Vice President & Assistant General Counsel (joined 2013) | 2013–2015 | Supported transactional activity and corporate matters |
| Phillips Edison & Company | Senior Vice President | Pre–Feb 2022 | Leadership in legal and governance functions |
| Phillips Edison & Company | Chief Ethics & Compliance Officer | Aug 2021–Dec 31, 2023 | Established and led compliance program |
| Kirkland & Ellis LLP (Chicago) | Partner | Not disclosed | Complex real estate and corporate transactions |
| Freeborn & Peters LLP (Chicago) | Associate | Not disclosed | Commercial real estate and corporate transactions |
| King & Spalding LLP (Atlanta) | Associate | Not disclosed | Commercial transactions and financing |
| Scoggins & Goodman, P.C. (Atlanta) | Associate | Not disclosed | Commercial transactions and leasing |
External Roles
No public-company board roles or external directorships disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 377,915 | 397,646 | 417,692 |
| Target Annual Cash Incentive ($) | Not disclosed | Not disclosed | 250,000 |
| Actual Annual Cash Incentive Paid ($) | 209,300 | 228,000 | 262,500 |
| “All Other” Compensation ($) | 78,173 | 48,685 | 25,416 |
| Total Compensation ($) | 1,073,406 | 1,163,995 | 1,208,099 |
- 2024 base salary increased 5% vs 2023 (from $400,000 to $420,000) per Compensation Committee review .
Performance Compensation
Annual Cash Incentive Program (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout After Weighting |
|---|---|---|---|---|---|---|
| Adjusted FFO per Share ($) | 50% | 1.92 | 1.99 | 2.07 | 2.00 | 53.2% |
| Same-Center NOI Growth (%) | 20% | 3.5 | 4.0 | 5.0 | 3.8 | 16.6% |
| Individual Goals | 30% | — | — | — | Above target | 35.2% |
| Total Payout vs Target | — | — | — | — | — | 105% |
- Brady’s 2024 individual goals included overseeing transactional activity, leading Corporate Responsibility strategy, and enterprise risk management; assessed above target .
Long-Term Equity Incentive Program (2024 design)
- 60% performance-based (Relative TSR vs FTSE Nareit Equity Shopping Center Index), 40% time-based; absolute TSR modifier caps payout at target if absolute TSR is negative, with recovery window for above-target if absolute TSR becomes positive within five years .
- Executives elected OP Units: time-based Class B Units; performance-based Class C Units; Class B/C units convert one-for-one into OP Units upon achieving parity and vesting conditions .
2024 Grants of Plan-Based Awards (Brady)
| Grant Date | Award Type | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/1/2024 | Performance-Based Class C Units | 3,717 | 7,435 | 14,869 | 327,415 |
| 3/1/2024 | Time-Based Class B Units | — | — | — | 165,431 |
| 3/1/2024 | Earned Class C Units (accrued distributions from 2021 awards) | 272 | — | — | 9,645 |
- Time-based awards vest in four equal annual installments .
- Company does not grant stock options or option-like awards .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Common Shares Owned | 16,860 |
| Rights to Common Stock (vested/vesting within 60 days; includes OP Units and earned Class B/C Units) | 52,722 |
| Total Beneficial Ownership (Common + Rights) | 69,582 |
| Ownership Percentage | <1% |
| Stock Ownership Guideline (Non-CEO NEOs) | 3x base salary |
| Brady SOP Requirement ($) | 1,320,000; in compliance as of March 19, 2025 |
| Hedging/Pledging | Prohibited for all directors/officers/employees |
| Insider Trading | Blackout periods; policy filed as 10-K exhibit |
Outstanding Equity Awards at FY-End (12/31/2024) – Brady
| Grant Date | Award Type | Unvested Time-Based Units (#) | Market Value ($) | Unearned Performance Units (#) | Market Value ($) | Vesting Notes |
|---|---|---|---|---|---|---|
| 3/10/2021 | Class B (time-based) | 686 | 25,698 | — | — | Vested 1/1/2025 |
| 3/1/2022 | Class B (time-based) | 1,249 | 46,788 | — | — | Vests in equal annual installments starting 3/1/2023 |
| 3/1/2022 | Class C (performance) | — | — | 6,190 | 231,877 | 2022 LTI earned at 165.2%; half vested 12/31/2024, half vests 12/31/2025 |
| 3/1/2023 | Class B (time-based) | 3,552 | 133,058 | — | — | Vests over four years starting 3/1/2024 |
| 3/1/2023 | Class C (performance) | — | — | 7,458 | 279,377 | Performance period through 12/31/2025 |
| 3/1/2024 | Class B (time-based) | 4,956 | 185,652 | — | — | Vests in four equal annual installments |
| 3/1/2024 | Class C (performance) | — | — | 7,435 | 278,496 | Performance period 1/1/2024–12/31/2026 |
- Market values based on $37.46 closing price on 12/31/2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (no CIC) | 1.5x (base salary + average annual cash bonus over last 3 years); 18 months COBRA; accelerated vesting of time-based awards that would vest in next 18 months; pro-rata eligibility for performance-based awards |
| Severance Plan (with CIC termination within 2 years) | 2.0x (base salary + average annual cash bonus over last 3 years); 24 months COBRA; full vesting of unvested time-based and earned-but-unvested performance awards |
| Non-Compete/Non-Solicit | 18 months post-termination; 24 months in CIC termination for CEO (18 months for other NEOs) |
| Clawback Policies | Board-maintained clawback for restatements/misconduct; additional mandatory recovery policy adopted Aug 8, 2023 in line with SEC/NYSE rules |
| Quantified Payments (as of 12/31/2024) | See below |
Quantification of Payments Upon Termination or Change-in-Control – Brady
| Scenario | Severance Pay ($) | Health Care ($) | Time-Based Equity Accel ($) | Performance-Based Equity Accel ($) | Total ($) |
|---|---|---|---|---|---|
| Good Reason or Not for Cause (no CIC) | 979,900 | 11,748 | 254,016 | 790,031 | 2,035,695 |
| Death/Disability | 262,500 | — | 254,016 | 790,031 | 1,306,547 |
| CIC + Termination | 1,306,533 | 15,664 | 391,195 | 1,347,624 | 3,061,016 |
Compensation Structure Analysis
- Mix emphasizes at-risk pay: performance-based LTI is 60% of total LTI; annual cash incentive tied to Adjusted FFO/share and Same-Center NOI growth; ownership guidelines require meaningful stock exposure; no stock options granted, reducing option-related risk .
- 2025 short-term incentive updated to allow maximum 200% payout per component (from 150%) if significant outperformance is achieved, increasing variability and upside sensitivity to performance .
- No tax gross-ups to executives; hedging and pledging prohibited, improving alignment with shareholders .
Say-on-Pay & Compensation Peer Group
- 2024 say-on-pay approval: 97.5% support, indicating strong shareholder endorsement of the program .
- 2024 peer group (for benchmarking) included: Acadia Realty Trust; Brixmor Property Group; Federal Realty; InvenTrust; Kimco; Kite Realty; Regency Centers; Retail Opportunity Investments; Tanger; Macerich; Urban Edge; updates removed Spirit Realty, SITE Centers, American Assets Trust; added Tanger, Macerich, Urban Edge .
Company Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($000s) | 5,462 | 17,233 | 54,529 | 63,762 | 69,696 |
| Adjusted FFO per Share ($) | 1.69 | 1.79 | 1.82 | 1.88 | 2.00 |
| Value of $100 Investment – PECO TSR ($) | N/A | 120 | 120 | 142 | 151 |
| Value of $100 Investment – Peer Group TSR ($) | N/A | 120 | 102 | 111 | 149 |
Equity & Financials Snapshot (latest fiscal years)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD Millions) | * | * | * | * | * |
| EBITDA ($USD Millions) | * | * | * | * | * |
Values retrieved from S&P Global.*
Investment Implications
- Alignment: Strong pay-for-performance design (AFSO, NOI, Relative TSR), high say-on-pay (97.5%), stringent hedging/pledging prohibitions, and ownership guidelines suggest high alignment and lower governance risk .
- Retention risk: Meaningful unvested Class B/C units vesting through 2025–2027 and pro-rata/accelerated vesting protections under the Severance Plan reduce near-term departure risk; quantified severance economics are moderate vs market for a non-CEO NEO .
- Trading pressure: Annual vesting cycles around early March (time-based) and year-end/performance period ends (Dec 31) can create episodic supply from settlements; blackout policies and prohibitions limit discretionary timing, reducing opportunistic trading risk .
- Upside linkage: 2025 AIP maximum increased to 200% per component, increasing sensitivity to outperformance; LTI absolute TSR cap mitigates windfall risk in down markets while preserving recovery optionality if TSR turns positive within five years .