Thomas W. Furphy
About Thomas W. Furphy
Independent director at Regency Centers since 2019; age 58; B.A. from Hartwick College. Furphy is CEO & Managing Director of Consumer Equity Partners, Chairman & CEO of Replenium, and a Luminary (senior advisor) to Accenture (since July 2023). Prior roles include VP of Consumables and AmazonFresh at Amazon (2005–2009), founder/CEO of Notiva, and senior management at Wegmans (1991–1999). He is designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | VP, Consumables and AmazonFresh | 2005–2009 | Launched and led grocery/health & beauty businesses strategy and execution |
| Notiva | Founder & CEO | Prior to 2005 (exact years not disclosed) | Built web-based trade settlement software for retailers/suppliers |
| Wegmans Food Markets | Senior management roles | 1991–1999 | Retail operations/leadership experience |
| Ideoclick (private) | Chairman & CEO (prior) | Not disclosed | E-commerce agency leadership |
| BevyUp (private) | Board member (prior; acquired by Nordstrom 2018) | Not disclosed | Digital retail platform oversight |
| Fairway Group Holdings Corp. (private) | Board member (prior) | Not disclosed | Grocery operator board experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Consumer Equity Partners | CEO & Managing Director | Current |
| Replenium, Inc. | Chairman & CEO | Current |
| Accenture | Luminary (senior advisor) | Since July 2023 |
| Other current public company boards | None | — |
Board Governance
- Independence: Independent director (Nasdaq standards).
- Committees (current): Audit (member); Investment (member). Not a chair.
- Audit Committee financial expert: Yes (board determined all Audit members qualify).
- Meetings/attendance: Board held 6 meetings in 2024; all directors attended ≥75% of Board/committee meetings; executive sessions of independent directors at every regular Board and committee meeting.
- Cyber/AI oversight: As an Audit member, participates in oversight of cybersecurity and AI risk.
- Related-party transactions: None required to be disclosed for 2024.
Fixed Compensation
Director pay structure (non-employee directors):
- Cash: $75,000 annual retainer; $15,000 for Audit members; $15,000 for Investment members (chairs higher; lead director +$35,000).
- Equity: $125,000 annual restricted stock award; vests 100% after one year (additional $10,000 only for Lead Director).
Actual cash fees paid to Furphy
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (paid/earned) | $104,806 | $105,000 |
Role-based fee alignment
| Component | Amount |
|---|---|
| Annual retainer | $75,000 |
| Audit Committee member | $15,000 |
| Investment Committee member | $15,000 |
| Total expected cash (structure) | $105,000 (matches 2024 actual) |
Performance Compensation
Director equity awards (time-based; no performance metrics)
| Grant Year | Grant Date (per proxy) | Fair Value | Shares Granted | Vesting |
|---|---|---|---|---|
| 2023 | May 3, 2023 | $125,047 | 2,096 (per Form 4) | 100% on 1st anniversary |
| 2024 | May 1, 2024 (valuation date) | $125,018 at $59.11 per share | 2,115 (per Form 4) | 100% on 1st anniversary |
Notes:
- For directors, awards are time-based and vest 100% after one year; no performance scorecard applies.
Other Directorships & Interlocks
- Current public company directorships: None.
- No related-party transactions requiring disclosure (2023, 2024).
Expertise & Qualifications
- Domain expertise: Retail and e-commerce; technology and cyber issues; marketing; finance; leadership.
- Governance: Audit Committee Financial Expert; service on Audit and Investment Committees.
Equity Ownership
As of March 14, 2025 (beneficial ownership table):
| Item | Amount |
|---|---|
| Shares owned (direct/indirect) | 10,309 |
| Right to acquire within 60 days (e.g., stock rights vesting) | 2,179 |
| Total implied beneficial (owned + right to acquire) | 12,488 |
| Ownership as % of outstanding | <1% (Company: 181,525,869 shares outstanding) |
| Shares pledged as collateral | None (no pledges by directors; pledging prohibited) |
| Hedging/pledging policy | Hedging and pledging of Company stock prohibited for officers/directors; 25% post-vesting retention until guideline met; directors have stock ownership guidelines (multiple of retainer). |
Insider Trades (Form 4) – Alignment Signals
Pattern: Annual time-based restricted stock awards and routine vesting/dividend equivalents; no open-market buys/sells observed in 2020–2025 records.
| Date (Txn) | Type | Security | Shares | Post-Transaction Holdings | Source (SEC) |
|---|---|---|---|---|---|
| 2023-05-03 | Award (Restricted Stock) | RS Grant | 2,096 | 3,992 | https://www.sec.gov/Archives/edgar/data/910606/000089706923000399/0000897069-23-000399-index.htm |
| 2024-05-07 | Award (Restricted Stock) | RS Grant | 2,115 | 2,115 | https://www.sec.gov/Archives/edgar/data/910606/000089706924001045/0000897069-24-001045-index.htm |
| 2024-05-03 | Vesting/settlement | Restricted Stock disposition; Common acquired | 2,096 (D) / 2,096 (A) | 10,242 | https://www.sec.gov/Archives/edgar/data/910606/000089706924001045/0000897069-24-001045-index.htm |
| 2025-05-12 | Award (Restricted Stock) | RS Grant | 1,736 | 1,736 | https://www.sec.gov/Archives/edgar/data/910606/000095017025070932/0000950170-25-070932-index.htm |
Source: Insider-trades skill (Form 4 data). Transactions labeled “M-Exempt” reflect exempt acquisitions/dispositions under Rule 16b-3 due to vesting/awards; no open-market “P” purchases or “S” sales reported in the dataset.
Say-on-Pay & Shareholder Feedback (context for governance culture)
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 94.8% For |
| 2024 | >96% For |
Governance Assessment
- Independence and capacity: Independent; serves on two committees; no overboarding (no other public boards).
- Committee effectiveness: Audit member and designated Audit Committee Financial Expert; participates in cybersecurity/AI oversight; Investment Committee member overseeing capital allocation risk.
- Alignment: Director pay balanced between cash and equity (2024 mix ~46% cash / 54% equity using $105k/$125k); equity vests in one year; beneficial ownership is modest but policy requires ongoing ownership and prohibits hedging/pledging.
- Engagement/attendance: Board met 6 times in 2024; all directors met ≥75% attendance; independent director executive sessions held at every regular meeting.
- Conflicts/related-party: None disclosed for 2024; no share pledging; no loans.
- Shareholder signals: Strong say-on-pay support (≥95%) indicates positive investor sentiment toward governance/compensation practices.
RED FLAGS: None evident in filings—no related-party transactions, no hedging/pledging, and no open-market selling. Ongoing external operating roles (Consumer Equity Partners, Replenium) merit routine monitoring for future related-party exposure, but none disclosed in 2023–2024.