PHILLIPS EDISON AND COMPANY INC (PECO)
Sector: Real Estate
2026 Annual Meeting Analysis
PHILLIPS EDISON AND COMPANY INC · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Wang is the daughter of CEO Jeffrey Edison, which creates a familial relationship with the most senior member of management — a direct trigger under the policy's familial relationship rule; despite her technology and product expertise, the board's designation of her as non-independent is appropriate but does not resolve the governance concern raised by a family member of the CEO sitting on the board.
For Analysis
PECO's 3-year price return of +32.1% exceeds the ^FNER benchmark by +19.0pp, well below the 65pp threshold required to trigger a vote against directors under the strong-positive TSR policy band; no overboarding, attendance, or independence concerns apply to Mr. Edison as an executive director.
No TSR trigger fires (PECO outperforms ^FNER by +19.0pp, below the 65pp threshold), Mr. Chao attended 100% of meetings, holds no excessive outside board seats, and brings deep REIT and financial expertise as Lead Independent Director and Audit Committee Chair.
No TSR trigger fires, Ms. Fischer attended 100% of meetings, is independent, and brings strong financial and investment expertise including a CPA background appropriate for her Audit Committee role.
Mr. Murphy is non-independent (former PECO employee until July 2024) but serves on no board committees, which satisfies the policy requirement that non-independent directors not sit on audit or compensation committees; he joined the board in 2024 and is within the 24-month new-director exemption from the TSR trigger.
No TSR trigger fires, Mr. Quazzo attended 100% of meetings, is independent, and brings extensive real estate investment and public company board experience; his outside board seat at Marriott Vacations Worldwide does not constitute overboarding under the policy.
No TSR trigger fires, Ms. Silfen attended 100% of meetings, is independent, and brings investment and sustainability expertise relevant to PECO's operations.
No TSR trigger fires, Dr. Strong attended 100% of meetings, is independent, and brings financial management and business leadership expertise as Compensation Committee Chair.
No TSR trigger fires, Mr. Terry attended 100% of meetings, is independent, joined in 2023 but his tenure is now beyond the 24-month exemption window, and he brings CFO-level financial expertise qualifying him as an audit committee financial expert; his outside board seat at Newell Brands does not constitute overboarding.
No TSR trigger fires, Mr. Wood attended 100% of meetings, is independent, and brings deep accounting and CFO-level financial expertise as a former CPA appropriate for his Audit Committee role.
The policy supports nine of ten director nominees. Parilee Wang receives an AGAINST vote solely because she is the daughter of CEO Jeff Edison — a direct familial relationship with senior management that triggers the policy's familial relationship rule. All other directors pass TSR, attendance, independence, overboarding, and qualification screens. PECO's 3-year TSR of +32.1% outperforms the ^FNER benchmark by +19.0pp, far below the 65pp threshold needed to trigger performance-based votes against directors, so TSR is not a concern for any nominee.
Say on Pay
✓ FORCEO
Jeffrey S. Edison
Total Comp
$8,062,820
Prior Support
97%%
CEO total compensation of $8.1 million is reasonable for a grocery-anchored REIT with a $5.1 billion market cap, and the pay structure is well-designed: approximately 75% of the CEO's target pay is variable and at-risk (annual cash incentive plus long-term equity awards), with 60% of equity grants tied to three-year relative total shareholder return performance versus an industry index — meeting the policy's preference for long-term, measurable performance conditions. PECO achieved 7% Core FFO per share growth and 3.8% same-center NOI growth in 2025, supporting above-target bonus payouts of 140% of target, which is consistent with genuine operational outperformance rather than windfall pay. The company received 97% shareholder support on say-on-pay in 2025, maintains a robust clawback policy meeting Dodd-Frank requirements, and has no problematic pay features such as guaranteed bonuses, single-trigger change-in-control cash payments, or repricing of stock options.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
17 yrs
Audit Fees
$1,524,197
Non-Audit Fees
$628,324
Non-audit fees (audit-related fees of $435,086 plus tax fees of $193,238 = $628,324) represent approximately 41% of core audit fees of $1,524,197, which is below the 50% threshold that would trigger an independence concern. Deloitte has served since PECO's formation in 2009, giving a tenure of approximately 17 years, which is below the 25-year threshold. No material restatements have been disclosed. As a Big 4 firm auditing a $5.1B market cap company, Deloitte's capacity is fully appropriate.
Overall Assessment
PECO's 2026 annual meeting ballot is largely straightforward, with FOR votes on executive compensation, auditor ratification, and nine of ten director nominees. The sole exception is Parilee Wang, the CEO's daughter, who receives an AGAINST vote under the policy's familial relationship rule — a governance concern that exists independent of her professional qualifications or the company's otherwise strong operating and stock performance.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing