PHILLIPS EDISON & COMPANY, INC., DEF 14A filed on 3/23/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PHILLIPS EDISON & COMPANY, INC.
Entity Central Index Key 0001476204
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
$ / shares
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021, and our financial performance for each such fiscal year:
YearSummary Compensation Table Total for Principal Executive Officer (“PEO”)
($)
Compensation Actually Paid to PEO
($)(1)
Average Summary Compensation Table Total for Non-PEO NEOs
($)
Average Compensation Actually Paid to Non-PEO NEOs
($)(1)
Value of Initial Fixed $100 Investment Based on:Net Income
($ in thousands)
Adjusted FFO per Share
 ($)(3)
TSR
($)
Peer Group TSR
($)(2)
20258,062,820 7,432,536 2,062,291 1,967,204 149 146 122,968 2.12 
20246,989,058 5,459,466 1,882,263 1,536,729 151 149 69,696 2.00 
20237,146,228 9,352,243 1,882,586 2,408,214 142 111 63,762 1.88 
20226,847,851 6,720,807 1,840,005 1,829,604 120 102 54,529 1.82 
20218,807,044 12,491,228 3,032,600 3,704,836 120 120 17,233 1.79 
         
Named Executive Officers, Footnote
YearPEONon-PEO NEOs
2025Jeffrey S. EdisonRobert F. Myers, John P. Caulfield, Tanya E. Brady, and Joseph G. Schlosser
2024Jeffrey S. EdisonRobert F. Myers, John P. Caulfield, and Tanya E. Brady
2023Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2022Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2021Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
         
Peer Group Issuers, Footnote For the year ended December 31, 2025, represents the average TSR (the “Peer Group TSR”) for the following peer companies: Acadia Realty Trust; Brixmor Property Group Inc.; Federal Realty Investment Trust; InvenTrust Properties Corp.; Kimco Realty Corporation; Kite Realty Group Trust; The Macerich Company; Regency Centers Corporation; Retail Opportunity Investments Corp.; Tanger Inc.; and Urban Edge Properties (the “Peer Group”) with an initial investment of $100 on July 15, 2021, the first day on which our common stock began trading on Nasdaq          
PEO Total Compensation Amount $ 8,062,820 $ 6,989,058 $ 7,146,228 $ 6,847,851 $ 8,807,044  
PEO Actually Paid Compensation Amount $ 7,432,536 5,459,466 9,352,243 6,720,807 12,491,228  
Adjustment To PEO Compensation, Footnote Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year. An IPO Award was granted to all PECO associates at the time of our IPO in 2021, with a grant date fair value of $28.00 per share awarded. These awards are one-time in nature and the values reflected above include the change in fair value from time of grant to end of period (July 2024). The change in our closing share prices for each period end is noted below in footnote “c.”
YearPEONon-PEO NEOs
2025Jeffrey S. EdisonRobert F. Myers, John P. Caulfield, Tanya E. Brady, and Joseph G. Schlosser
2024Jeffrey S. EdisonRobert F. Myers, John P. Caulfield, and Tanya E. Brady
2023Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2022Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2021Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
2025
2024
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY$(4,931,230)$(1,011,705)$(4,428,883)$(971,843)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End (a) (b)
4,508,389 934,928 3,412,208 754,577 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a)
255,549 42,194 144,187 24,114 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (a) (c)
457,287 73,620 (362,160)(61,743)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date (a)
(91,225)(15,484)(73,673)(42,182)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End(829,054)(118,640)(221,271)(48,457)
Total Adjustments$(630,284)$(95,087)$(1,529,592)$(345,534)
202320222021
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY$(4,174,387)$(883,354)$(4,137,071)$(880,326)$(5,802,345)$(2,018,831)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End (a) (b)
4,646,629 893,948 3,897,659 808,373 6,957,596 2,233,620 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a)
— 93,598 507,744 153,753 114,155 134,122 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (a) (c)
1,262,886 267,755 (404,435)(100,186)2,134,697 293,502 
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date (a)
470,887 153,681 9,059 7,985 280,081 29,823 
Total Adjustments$2,206,015 $525,628 $(127,044)$(10,401)$3,684,184 $672,236 
a.Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vesting RSUs/Class B Units, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based 2021 RSUs/Class C Units (excluding any market-based awards), the same valuation methodology as time-vesting RSUs/Class B Units above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for 2022, 2023, 2024, and 2025 market-based performance awards, the fair value is calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the valuation assumptions, please refer to Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
b.The material differences in assumptions from the grant date values are as follows: (i) Monte Carlo valuation as of December 31, 2025, 2024, 2023, and 2022, was $33.12, $36.97, $35.79 and $31.04, respectively for time-vesting LTIPs, compared to $35.12, $33.38, $31.59 and $29.46, respectively at grant date; and $23.90, $14.05, $25.21 and $24.24, respectively for performance-based LTIPs, compared to $24.51, $22.02, $22.80 and $22.31, respectively at grant date; and (ii) changes in the probability assumptions and closing price per share as of December 31, 2021. The 2022 performance-based LTIPs had a probable outcome at grant date of 100% compared to 165.2% and 100% at December 31, 2024 and 2023, respectively. The 2023 performance-based LTIPs had a probable outcome at grant date of 100% compared to 90.8% and 100% at December 31, 2025 and 2024, respectively.
c.Closing price per share as of December 31, 2025, 2024, 2023, 2022, 2021, and 2020 was $35.57, $37.46, $36.48, $31.84, $33.04, and $26.25, respectively.
         
Non-PEO NEO Average Total Compensation Amount $ 2,062,291 1,882,263 1,882,586 1,840,005 3,032,600  
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,967,204 1,536,729 2,408,214 1,829,604 3,704,836  
Adjustment to Non-PEO NEO Compensation Footnote Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year. An IPO Award was granted to all PECO associates at the time of our IPO in 2021, with a grant date fair value of $28.00 per share awarded. These awards are one-time in nature and the values reflected above include the change in fair value from time of grant to end of period (July 2024). The change in our closing share prices for each period end is noted below in footnote “c.”
YearPEONon-PEO NEOs
2025Jeffrey S. EdisonRobert F. Myers, John P. Caulfield, Tanya E. Brady, and Joseph G. Schlosser
2024Jeffrey S. EdisonRobert F. Myers, John P. Caulfield, and Tanya E. Brady
2023Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2022Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
2021Jeffrey S. EdisonDevin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
2025
2024
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY$(4,931,230)$(1,011,705)$(4,428,883)$(971,843)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End (a) (b)
4,508,389 934,928 3,412,208 754,577 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a)
255,549 42,194 144,187 24,114 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (a) (c)
457,287 73,620 (362,160)(61,743)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date (a)
(91,225)(15,484)(73,673)(42,182)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End(829,054)(118,640)(221,271)(48,457)
Total Adjustments$(630,284)$(95,087)$(1,529,592)$(345,534)
202320222021
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY$(4,174,387)$(883,354)$(4,137,071)$(880,326)$(5,802,345)$(2,018,831)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End (a) (b)
4,646,629 893,948 3,897,659 808,373 6,957,596 2,233,620 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a)
— 93,598 507,744 153,753 114,155 134,122 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (a) (c)
1,262,886 267,755 (404,435)(100,186)2,134,697 293,502 
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date (a)
470,887 153,681 9,059 7,985 280,081 29,823 
Total Adjustments$2,206,015 $525,628 $(127,044)$(10,401)$3,684,184 $672,236 
a.Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vesting RSUs/Class B Units, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based 2021 RSUs/Class C Units (excluding any market-based awards), the same valuation methodology as time-vesting RSUs/Class B Units above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for 2022, 2023, 2024, and 2025 market-based performance awards, the fair value is calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the valuation assumptions, please refer to Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
b.The material differences in assumptions from the grant date values are as follows: (i) Monte Carlo valuation as of December 31, 2025, 2024, 2023, and 2022, was $33.12, $36.97, $35.79 and $31.04, respectively for time-vesting LTIPs, compared to $35.12, $33.38, $31.59 and $29.46, respectively at grant date; and $23.90, $14.05, $25.21 and $24.24, respectively for performance-based LTIPs, compared to $24.51, $22.02, $22.80 and $22.31, respectively at grant date; and (ii) changes in the probability assumptions and closing price per share as of December 31, 2021. The 2022 performance-based LTIPs had a probable outcome at grant date of 100% compared to 165.2% and 100% at December 31, 2024 and 2023, respectively. The 2023 performance-based LTIPs had a probable outcome at grant date of 100% compared to 90.8% and 100% at December 31, 2025 and 2024, respectively.
c.Closing price per share as of December 31, 2025, 2024, 2023, 2022, 2021, and 2020 was $35.57, $37.46, $36.48, $31.84, $33.04, and $26.25, respectively.
         
Compensation Actually Paid vs. Total Shareholder Return
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and our Peer Group TSR, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025; and (ii) our net income and (iii) our Adjusted FFO, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Our common stock began trading on Nasdaq on July 15, 2021, and thus all TSR amounts are calculated with the $100 investment using the closing market price of our common stock on its first day of trading.
Graphs (2).jpg
         
Compensation Actually Paid vs. Net Income Graphs (1).jpg          
Compensation Actually Paid vs. Company Selected Measure
Graphs.jpg
         
Total Shareholder Return Vs Peer Group
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and our Peer Group TSR, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025; and (ii) our net income and (iii) our Adjusted FFO, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Our common stock began trading on Nasdaq on July 15, 2021, and thus all TSR amounts are calculated with the $100 investment using the closing market price of our common stock on its first day of trading.
Graphs (2).jpg
         
Tabular List, Table
Important Financial Performance Measures for Pay Versus Performance
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:
Adjusted FFO per share;
Same-Center NOI growth;
Relative TSR;
Leased occupancy for our portfolio;
ABR per leased square foot growth; and
Net acquisition activity.
         
Total Shareholder Return Amount $ 149 151 142 120 120  
Peer Group Total Shareholder Return Amount 146 149 111 102 120  
Net Income (Loss) $ 122,968,000 $ 69,696,000 $ 63,762,000 $ 54,529,000 $ 17,233,000  
Company Selected Measure Amount | $ / shares 2.12 2.00 1.88 1.82 1.79  
PEO Name Jeffrey S. Edison Jeffrey S. Edison Jeffrey S. Edison Jeffrey S. Edison Jeffrey S. Edison  
Equity Valuation Assumption Difference, Time-Vesting Long-Term Incentive Plans | $ / shares $ 33.12 $ 36.97 $ 35.79 $ 31.04    
Equity Valuation Assumption Difference, Time-Vesting Long-Term Incentive Plans, Grant Date | $ / shares 35.12 33.38 31.59 29.46    
Equity Valuation Assumption Difference, Performance-Based Long-Term Incentive Plans | $ / shares 23.90 14.05 25.21 24.24    
Equity Valuation Assumption Difference, Performance-Based Long-Term Incentive Plans, Grant Date | $ / shares $ 24.51 $ 22.02 $ 22.80 $ 22.31    
Equity Valuation Assumption Difference, Probable Outcome At Grant Date, 2022 Performance-Based Long-Term Incentive Plans, Percent   165.20% 100.00% 100.00%    
Equity Valuation Assumption Difference, Probable Outcome At Grant Date, 2023 Performance-Based Long-Term Incentive Plans, Percent 90.80% 100.00% 100.00%      
Closing Share Price | $ / shares $ 35.57 $ 37.46 $ 36.48 $ 31.84 $ 33.04 $ 26.25
Measure:: 1            
Pay vs Performance Disclosure            
Name Adjusted FFO          
Non-GAAP Measure Description For a reconciliation of Net Income to Adjusted FFO, please see Annex A.          
Measure:: 2            
Pay vs Performance Disclosure            
Name Same-Center NOI growth          
Measure:: 3            
Pay vs Performance Disclosure            
Name Relative TSR          
Measure:: 4            
Pay vs Performance Disclosure            
Name Leased occupancy for our portfolio          
Measure:: 5            
Pay vs Performance Disclosure            
Name ABR per leased square foot growth          
Measure:: 6            
Pay vs Performance Disclosure            
Name Net acquisition activity          
PEO | Equity Awards Adjustments            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (630,284) $ (1,529,592) $ 2,206,015 $ (127,044) $ 3,684,184  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (4,931,230) (4,428,883) (4,174,387) (4,137,071) (5,802,345)  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 4,508,389 3,412,208 4,646,629 3,897,659 6,957,596  
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 457,287 (362,160) 1,262,886 (404,435) 2,134,697  
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 255,549 144,187 0 507,744 114,155  
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (91,225) (73,673) 470,887 9,059 280,081  
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (829,054) (221,271)        
Non-PEO NEO | Equity Awards Adjustments            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (95,087) (345,534) 525,628 (10,401) 672,236  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,011,705) (971,843) (883,354) (880,326) (2,018,831)  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 934,928 754,577 893,948 808,373 2,233,620  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 73,620 (61,743) 267,755 (100,186) 293,502  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 42,194 24,114 93,598 153,753 134,122  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (15,484) (42,182) $ 153,681 $ 7,985 $ 29,823  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (118,640) $ (48,457)        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Our Insider Trading Policy also prohibits the trading of our securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated employees are prohibited from trading in our securities.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Our Insider Trading Policy also prohibits the trading of our securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated employees are prohibited from trading in our securities.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true