Tony Terry
About Tony Terry
Anthony (Tony) E. Terry, age 57, has served as an independent director of Phillips Edison & Company (PECO) since 2023 and is a member of the Audit Committee; he is designated as an audit committee financial expert and financially literate under Nasdaq rules. Terry is the former EVP and CFO of Marriott Vacations Worldwide (VAC) (2021–Sep 2023), previously Senior Vice President, Global Operational Finance (2005–2021), with earlier roles at The Walt Disney Company and Arthur Andersen; he holds a B.S. in Accounting from Florida State University and completed Wharton’s Executive Development Program. He currently serves on the board of Newell Brands (NWL), sitting on the audit and nominating & governance committees, and is on the advisory committee for the University of Central Florida’s Department of Finance. The PECO Board cited his public company, corporate and operational finance, strategic planning, and M&A expertise, along with judgment and leadership, in supporting his nomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott Vacations Worldwide (NYSE: VAC) | EVP & CFO | Oct 2021 – Sep 2023 | Led global finance/accounting plus feasibility and development functions; strategic planning, capital markets, IR, M&A, and organizational optimization leadership. |
| Marriott Vacations Worldwide | SVP, Global Operational Finance | Jul 2005 – Sep 2021 | Broad finance leadership across product development, brand management, supply management, strategic planning, M&A; 26+ years at VAC. |
| The Walt Disney Company | Management roles | Not specified | Finance/operations management experience contributing to corporate and operational finance breadth. |
| Arthur Andersen LLP | Management roles | Not specified | Accounting and audit foundation supporting financial expertise. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Newell Brands (NASDAQ: NWL) | Director | Current | Audit Committee; Nominating & Governance Committee. |
| University of Central Florida | Advisory Committee Member, Dept. of Finance | Current | Advisory capacity (finance). |
Board Governance
- Committee assignments: Audit Committee member; PECO’s Audit Committee had 4 meetings in 2024, all members independent, financially literate, and designated audit committee financial experts.
- Independence: PECO’s Board has 10 members; 7 are independent under Nasdaq rules. Tony Terry is listed as independent.
- Attendance and engagement: The Board met 4 times in 2024; each director attended 100% of Board and applicable committee meetings; independent directors met in executive session at all regularly scheduled meetings.
- Board leadership: Chairman is CEO Jeffrey S. Edison; Lead Independent Director is Leslie T. Chao; committees comprised exclusively of independent directors.
- Risk oversight: Audit Committee oversees enterprise risk management and cybersecurity; monitors integrity of financial statements and internal control; Compensation Committee oversees human capital and compensation risk design.
- Overboarding guardrail: PECO notes none of its directors serve on more than two other public company boards.
Fixed Compensation
Director cash compensation framework (effective 2024): annual base retainer $65,000; non-chair Audit Committee member $15,000; annual equity grant valued at $110,000 (restricted stock or Class B Units). Tony’s 2024 cash fees align exactly with base + committee member fees.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $13,500 | $80,000 |
| Stock Awards ($) | $57,562 | $110,000 |
| All Other Compensation ($) | $164 | $3,167 |
| Total ($) | $71,226 | $193,167 |
| Unvested Restricted Stock at Year-End (shares) | 1,683 | 3,364 |
Performance Compensation
- Equity structure: Annual equity grant of $110,000 in restricted stock or Class B Units, at director election, granted immediately following each Annual Meeting; vests in full on the earlier of the next Annual Meeting (minimum 50 weeks since prior Annual Meeting) or first anniversary of grant, subject to continued service.
- Nature: Director equity awards are time-based; no performance metrics (TSR, EBITDA, ESG, etc.) apply to director equity grants.
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual Equity Grant Value ($) | $57,562 (partial-year grant post-appointment) | $110,000 (standard annual grant) |
| Instrument | Restricted Stock | Restricted Stock or Class B Units (director election) |
| Vesting Term | Earlier of next Annual Meeting or 1-year anniversary; service-based | Earlier of next Annual Meeting or 1-year anniversary; service-based |
| Unvested Units/Shares at Year-End | 1,683 shares | 3,364 shares |
Other Directorships & Interlocks
| Company | Role | Committees | Noted Interlocks/Conflicts |
|---|---|---|---|
| Newell Brands (NWL) | Director | Audit; Nominating & Governance | None disclosed; PECO notes attention to “overboarding.” |
- Compensation Committee interlocks: PECO disclosed that during 2024 none of the NEOs served on boards or compensation committees of other entities with executives serving on PECO’s Board/Comp Committee.
- Related-party transactions: PECO outlines a Related Person Transactions Policy reviewed/approved by the Audit Committee; no Terry-specific related party transactions disclosed.
Expertise & Qualifications
- Financial leadership: Former CFO of a public company (VAC); deep experience in capital markets, investor relations, and financial analysis.
- Strategic/M&A: Led strategic planning and M&A at VAC over a long tenure.
- Audit proficiency: Serves on PECO’s Audit Committee; all Audit Committee members are financial experts and financially literate under SEC/Nasdaq definitions.
- Governance: Current director at NWL with roles on audit and nominating & governance committees.
- Education: B.S. in Accounting (FSU); Wharton Executive Development Program.
Equity Ownership
- Beneficial ownership as of March 7, 2025:
- Common shares owned: 5,047; Rights to common stock: —; Total: 5,047; Percentage ownership: less than 1%. Includes 3,364 unvested restricted shares.
- Stock ownership policy: Non-management directors must hold 5x annual retainer, with a five-year compliance window; if holdings fall below thresholds due to price decline, must retain all shares until reattaining target.
- Hedging/pledging policy: PECO’s Insider Trading Policy prohibits short sales, hedging/monetization transactions, and pledging of PECO securities for all directors, officers, and employees.
| Ownership Detail | As of Mar 7, 2025 |
|---|---|
| Common Shares | 5,047 |
| Rights to Common Stock (OP/Units/RSUs vesting ≤60 days) | — |
| Total Beneficial Ownership | 5,047 |
| Ownership Percentage | <1% |
| Unvested Restricted Stock Included | 3,364 |
Governance Assessment
- Alignment: Strong attendance (100%), clear independence, and time-based equity grants with robust stock ownership guidelines support alignment with shareholders; Terry’s 2024 cash fees match program design (base + audit member), evidencing pay structure consistency.
- Committee effectiveness: Audit Committee designation as “financial experts” across all members and explicit ERM/cyber oversight strengthens board risk oversight; Terry’s CFO background is accretive to Audit oversight quality.
- Conflicts/related party exposure: No Terry-specific related party transactions disclosed; PECO maintains formal Related Person Transactions Policy and prohibits hedging/pledging, reducing alignment risks.
- Overboarding: PECO states no director serves on more than two other public company boards; Terry’s single public company external board (NWL) fits within limits.
RED FLAGS: None disclosed for Tony Terry (no related party transactions, no hedging/pledging, full attendance, and compensation aligned to disclosed program terms).