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OVERVIEW —Phillips Edison & Company, Inc.
−Removed: (“we,” the “Company,” “PECO,” “our,” or “us”) is a real estate investment trust (“REIT”) that is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.
−Removed: Additionally, we operate a third-party investment management business providing property management and advisory services to unconsolidated joint ventures and one private fund (collectively, the “Managed Funds”).
+Added: (“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded in 1991, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.
+Added: Additionally, we operate a third-party investment management business providing property management and advisory services to two unconsolidated institutional joint ventures, in which we have a partial ownership interest, and one private fund (collectively, the “Managed Funds”).
The majority of our revenues are lease revenues derived from our real estate investments.
Our portfolio primarily consists of neighborhood centers anchored by the #1 or #2 grocer tenants by sales within their respective formats by trade area.
−Removed: As of December 31, 2021, our portfolio was 96.3% occupied.
+Added: As of December 31, 2022, our portfolio was 97.4% leased.
Our tenants, who we refer to as “Neighbors,” are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services.
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As of December 31, 2022, we wholly-owned 271 shopping centers.
−Removed: Additionally, we owned a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate that owned one shopping center, and a 14% interest in Grocery Retail Partners I LLC (“GRP I”), a joint venture with Northwestern Mutual Life Insurance Company, which owned 20 shopping centers.
+Added: Additionally, we owned a 14% interest in Grocery Retail Partners I LLC (“GRP I”), a joint venture with Northwestern Mutual Life Insurance Company, which owned 20 shopping centers, and a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate.
+Added: In May 2022, we sold the final property in our NRP joint venture.
In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint ventures comprised approximately 33.3 million square feet located in 31 states.
−Removed: BUSINESS OBJECTIVES AND STRATEGIES —Our business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stakeholders while conducting as a corporate responsible citizen.
−Removed: Our goal is to create great grocery-anchored shopping experiences and improve our communities, one center at a time.
+Added: BUSINESS OBJECTIVES AND STRATEGIES —Our business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stakeholders while acting as a responsible corporate citizen.
We seek to achieve this objective by generating cash flows, income growth, and capital appreciation for our stockholders through our differentiated and focused strategy, responsible balance sheet management, and integrated operating platform.
+Added: Our goal is to create great grocery-anchored shopping experiences and improve our communities, one center at a time.
Differentiated and Focused Strategy — We believe our differentiated strategy drives strong financial and operational performance and future growth, including showing resiliency during economic down cycles.
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(iii) the importance of last mile delivery;
−Removed: (iv) increase in “shop local” trends;
−Removed: and (v) Neighbors relocating from malls to open air shopping centers are complementary to our existing and targeted Neighbor-base, which we believe creates additional leasing demand and growth opportunities for our shopping centers.
+Added: (iv) the increase in “shop local” trends;
+Added: and (v) low supply and lack of new construction will create additional leasing demand and growth opportunities for our shopping centers.
Balance Sheet Management Positioned for External Growth — Our strategy is to grow our portfolio by pursuing acquisitions in a disciplined manner, while maintaining an attractive leverage profile and flexible balance sheet to preserve our investment grade rating.
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DECEMBER 31, 2022 FORM 10-K
−Removed: • Funding External Growth —We believe the closing of our underwritten IPO, and the reduction in our leverage it facilitated, allows us to access equity and debt capital previously not available to us, further enhancing our financial flexibility and external growth potential.
−Removed: We believe our investment grade balance sheet provides us with the financial capacity to pursue external growth initiatives in an accretive and prudently capitalized manner.
+Added: • Funding External Growth —We believe our effective shelf registration statement and At-the-Market offering (“ATM”) program allow us to access equity and debt capital previously not available to us, further enhancing our financial flexibility and external growth potential.
+Added: We believe our investment grade balance sheet and our available liquidity of $709.4 million under our senior unsecured revolving credit facility provide us with the financial capacity to pursue external growth initiatives in an accretive and prudently capitalized manner.
Additionally, our investment management platform enables us to source and manage incremental sources of capital through unconsolidated joint ventures, which provide us incremental fee revenue opportunities.
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Internal Growth Through Our Integrated Operating Platform — We believe our internally-staffed, vertically-integrated operating platform to lease and manage omni-channel grocery-anchored neighborhood shopping centers will continue to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders.
−Removed: • Leasing —Our national footprint of experienced, locally-smart, leasing professionals is dedicated to increasing net operating income (“NOI”) at our centers by:
+Added: • Leasing —Our national footprint of experienced and locally-smart leasing professionals is dedicated to increasing net operating income (“NOI”) at our centers by:
(i) maximizing rental rates while improving the credit profile of our rental revenue;
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These projects create opportunities to increase the overall yield and value of our properties, which we believe will allow us to deliver long-term growth and value creation to all stakeholders while creating great grocery-anchored shopping center experiences.
−Removed: During 2020, in response to the coronavirus (“COVID-19”) pandemic and the resulting economic downturn, we implemented various initiatives to mitigate the negative impact on our operations.
−Removed: Our overall business objectives and strategies remained principally the same, which allowed us to execute the recovery of our portfolio during 2021.
−Removed: See “Part II, Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Strategy” for a detailed discussion of the recovery of our portfolio as a result of the COVID-19 pandemic.
COMPETITION— Our business is inherently competitive.
We believe that the competition is highly fragmented.
−Removed: We are subject to considerable competition in seeking shopping centers to acquire and in attracting and retaining Neighbors in our shopping centers.
+Added: We are subject to considerable competition in both seeking shopping centers to acquire and attracting and retaining Neighbors in our existing shopping centers.
We compete with institutional investors and other REITs, as well as local, regional, and national owner-operators for property acquisitions.
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DECEMBER 31, 2022 FORM 10-K
+Added: CORPORATE RESPONSIBILITY— Being a responsible corporate citizen has always been integral to our corporate strategy and we operate under a clear mission statement of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”.
+Added: We strive to have a strong corporate culture based on our four core values - Do the Right Thing, Have Fun and Get it Done, Think Big Act Small, Always Keep Learning – which are designed to drive accountability in all aspects of our business with the overarching goal of achieving long-term growth and value creation for our stakeholders.
+Added: We recognize that successful corporate responsibility is both internally and externally focused.
+Added: Our General Counsel has overall responsibility for leading and managing our Environmental, Social and Governance (“ESG”) Team and reporting on our corporate responsibility and ESG matters to our Board of Directors (the “Board”).
+Added: The ESG Team, comprised of department heads from Portfolio Management, Construction, Property Management, Leasing, Investor Relations, Marketing, Human Resources, and Legal is tasked with conducting more detailed materiality and risk assessments and identifying opportunities with measurable key performance indicators and enhanced reporting, with the overall goal of driving long-term growth and value creation for all of our stakeholders.
HUMAN CAPITAL— As of December 31, 2022, we had approximately 290 associates located in 20 states across the country, with concentrations in our corporate offices in Cincinnati, Ohio;
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Our senior leadership team is 18% female and 82% male, while manager roles and above are approximately 36% female and 64% male.
−Removed: For the year ended December 31, 2021, our overall turnover rate was 14%, with voluntary turnover being 12%, compared to our previous 3 year overall turnover average of 15% with a voluntary turnover rate of 11%.
−Removed: Further, we had no turnover among our senior leadership team during 2021.
−Removed: We have a highly engaged team of dedicated associates, as reflected in our fifth consecutive recognition as a top place to work by the Cincinnati Enquirer in 2021.
−Removed: Our Board of Directors ( the “Board”), and specifically our Compensation Committee, is actively engaged and oversees our human capital management practices.
+Added: For the year ended December 31, 2022, our overall turnover rate was 16%, with voluntary turnover being 13%, compared to our previous three year overall turnover average of 16% with a voluntary turnover rate of 11%.
+Added: We have a highly engaged team of dedicated associates, as reflected in our sixth consecutive recognition as a top place to work by the Cincinnati Enquirer in 2022.
+Added: One way we keep a pulse on engagement is by regularly surveying our associates about a variety of company topics.
+Added: In 2022, we had a 96% participation rate in our associate experience survey that was conducted utilizing a third-party tool.
+Added: Results indicated a 90% engagement index score.
+Added: Additionally, our Board, and specifically our Compensation Committee, is actively engaged and oversees our human capital management practices.
We believe that the following components of human capital management are important:
−Removed: Culture and Inclusion — We believe o ur team of highly engaged associates plays a key role in achieving long-term success for our stakeholders.
+Added: Culture and Inclusion — We believe our team of highly engaged associates plays a key role in achieving long-term success for our stakeholders.
We are committed to a company culture that is collaborative, inclusive, and that provides significant opportunities for professional and personal development.
−Removed: Our culture is shaped by our core values (Do The Right Thing, Have Fun and Get it Done, Think Big Act Small, and Always Keep Learning) that empower and encourage our associates to “think and operate like owners.” Our strong culture enables us to attract, develop and retain high performing and talented individuals who we believe help us t o drive our business strategies and objectives , including attractive risk-adjusted returns for our stockholders.
+Added: Our culture is shaped by our core values (Do The Right Thing, Have Fun and Get it Done, Think Big Act Small, and Always Keep Learning) that empower and encourage our associates to “think and operate like owners.” Our strong culture enables us to attract, develop and retain high performing and talented individuals who we believe help us to drive our business strategies and objectives, including attractive risk-adjusted returns for our stockholders.
We provide associates with competitive salaries, bonuses, incentives, and opportunities for equity ownership.
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PECO MORE is dedicated to furthering diversity and inclusion within the Company, the communities that we serve, and the commercial real estate industry.
−Removed: PECO MORE’s programming has focused on providing education, raising awareness, and hosting events around Veterans Day, the Chinese New Year, Black History Month, Pride Month, and Women’s History Month.
−Removed: PECO NOW’s mission is to provide leadership opportunities to women through advocacy, support, scholarship, and development.
−Removed: PECO NOW was recognized for excellence by the International Council of Shopping Centers in 2016.
−Removed: As an outward demonstration of our commitment to an inclusive culture, in 2021, Jeff Edison, our CEO, signed the CEO Action for Diversity & Inclusion™ Pledge on behalf of the Company.
−Removed: The pledge outlines a specific set of actions signatory CEOs will take to cultivate a trusting environment where all ideas are welcome and associates feel comfortable and empowered to have discussions about diversity and inclusion.
−Removed: Additionally, the role of our human resources leader was expanded to Chief People, Diversity & Inclusion Officer to further advance diversity, equity, and inclusion (“DE&I”) within the Company.
−Removed: In 2021, we offered a series of interactive learning opportunities focused on unconscious bias, psychological safety, and communicating across cultures.
−Removed: Each of these sessions were designed to increase awareness, create dialogue, and lay a common framework for associates to build upon related to DE&I issues.
−Removed: As part of our external community efforts, in 2021, we also partnered with industry group ICSC (Innovating Commerce Serving Communities) and their Launch Academy, which was designed to recruit and prepare racially or ethnically diverse undergraduate students for a career in the commercial real estate industry.
−Removed: In addition to assisting with development of the Launch Academy curriculum, PECO hosted interns in its Cincinnati and Atlanta offices.
+Added: PECO MORE’s programming has focused on providing education, raising awareness, and hosting events around Veterans Day, the Chinese New Year, Black History Month, Pride Month, and Dia de los Muertos (Day of the Dead).
+Added: PECO NOW was recognized for excellence by the Innovating Commerce Serving Communities (“ICSC”) in 2016.
+Added: PECO NOW’s mission statement focuses on fostering a community where every woman at PECO understands her value, is inspired to share her perspectives, and has courage to make decisions.
+Added: PECO NOW has focused on increasing leadership opportunities for numerous female associates and sponsoring collaborative networking events.
+Added: As part of our external community efforts in 2022, we continued our partnership with ICSC and their Launch Academy, which was designed to recruit and prepare racially or ethnically diverse undergraduate students for a career in the commercial real estate industry.
+Added: Our support included hosting two Launch Academy interns and sponsoring a professional development session for all program participants.
+Added: PECO was proud to fund a $5,000 ICSC Foundation scholarship to an underrepresented student with interest in pursuing a career in real estate and the shopping center industry.
+Added: In addition to our support of ICSC’s early career development efforts, we hosted interns in our Cincinnati and Atlanta offices.
+Added: Of the 32 students we hired in 2022 for an internship position, 50% either worked for PECO for multiple semesters or were converted to full-time hires.
+Added: Almost 30% of the 2022 PECO internship class identified as racially or ethnically diverse.
+Added: The PECO internship program has been a key element in our early career talent pipeline.
Learning and Development — “Always Keep Learning” is one of our core values.
We are committed to continuous learning and both personal and professional development of our associates as part of what we call PECO XP, or the PECO Experience.
−Removed: During 2021, our associates participated in over 3,500 hours of internal training hours across the Company.
−Removed: Trainings ranged from managers sharpening their coaching skills and soft-skill communication sessions utilizing the DiSC © model, a personal assessment tool used to help improve teamwork, communication, and productivity in the workplace, to a week-long Company focus on Customer Service in September as well as on-demand technical offerings.
−Removed: One example of our commitment to continuous learning and development is our Company-wide talent management process, whereby all associates are expected to set development goals for the upcoming year.
−Removed: During 2021, to help facilitate this process, managers were offered workshops specifically focused on holding development focused conversations , and associates were offered workshops and office hours to help them draft their development goals.
−Removed: These conversations are designed to focus on career progression and put action items in place to keep each associate moving forward.
−Removed: We also launched a formal mentoring program, PECO Mentor Match, in 2021 to increase our emphasis on career development.
−Removed: Employee Health and Wellness — Our “Beyond Benefits” wellness program is an essential element of our culture and focuses on our associates’ emotional, physical, and financial well-being.
−Removed: Together with an external partner, we offer a full wellness platform providing Health Savings Account incentive contributions for biometric screening results, preventive care, and activity-based items such as step counts, nutrition tracking, and workout activity minutes.
−Removed: In 2021, we contributed to associates’ Health Savings Accounts for each covered associate, spouse, and dependent who received a COVID-19 vaccine.
−Removed: To keep associates engaged in wellness activities during 2021, we held five wellness challenges where individuals and teams could earn incentive dollars for winning competitions that tracked steps, workout activity, and water consumption.
−Removed: In May 2021, we also invested in a month-long focus on mental health providing a broad range of activities such as a Transformational Leadership Workshop and Mental Health Matters, a resiliency journal challenge, and frequent communications with resources, articles and support to raise awareness and acceptance of mental health issues.
−Removed: All of these efforts have facilitated a continued dedication to wellness and preventive care among our associates, and as a result, we were recognized for a second year in a row by Healthiest Employers LLC as one of the “Healthiest Employers of Ohio” in 2021.
−Removed: As a Company, we have also taken the step in 2021 to solidify our commitment to flexibility and the future of the workplace, heightened by the issues brought forward through the COVID-19 pandemic, recognizing that work takes place in a variety of settings.
−Removed: Regardless of work location, we are always committed to ensuring that the operations at all our properties and corporate offices are conducted in a manner that safeguards the health and safety of associates, Neighbors, contractors, and
+Added: During 2022, our associates took part in over 4,700 hours of internal training hours across the Company.
+Added: Trainings ranged from business oriented sessions such as finance for non-finance associates and cybersecurity awareness to department specific soft-skill training utilizing the DiSC © model for increased communication, empathy, and team building among associates.
+Added: A cohort style frontline leadership program was launched and completed during the year.
+Added: This program focused on developing managerial skills and providing support for first-level managers promoted during the COVID-19 pandemic.
+Added: Additionally, two female focused development programs were introduced at PECO in 2022.
+Added: One was an internally created program sponsored by PECO NOW with the primary goal of developing future female leaders in the organization by creating opportunities for collaboration, networking, personal development, and innovation.
+Added: The other was a cohort style program for females currently in mid-level leadership roles designed to create community, share knowledge, enhance leadership skills, and provide additional access to senior leadership team members.
+Added: PECO has continued our commitment to continuous learning and development in 2022 with our annual Company-wide talent management process, where all associates are expected to set development goals for the upcoming year.
+Added: Managers are expected to hold coaching conversations designed to focus on career progression and put action items in place to keep each
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2022 FORM 10-K
−Removed: members of the public who are either present at, or affected by, operations at these locations.
−Removed: This commitment increased in importance in 2020 and continued throughout 2021 due to the unique challenges posed by the COVID-19 pandemic, and we continue to work with all of our stakeholders to mitigate the pandemic’s impact.
−Removed: CORPORATE RESPONSIBILITY— Being a responsible corporate citizen has always been integral to our corporate strategy and we operate under a clear mission statement of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”.
−Removed: We strive to have a strong corporate culture based on our core values - Do the Right Thing, Have Fun and Get it Done, Think Big Act Small, Always Keep Learning – which is designed to drive accountability in all aspects of our business with the overarching goal of achieving long-term growth and value creation for our stakeholders.
−Removed: We recognize that successful corporate responsibility is both internally and externally focused.
−Removed: With the goal of being able to better quantify the qualitative components of our corporate responsibility values and provide greater transparency to all of our stakeholders, in 2021, we established an internal cross-functional “ESG Team” consisting of our department heads from Portfolio Management, Construction, Property Management, Leasing, Investor Relations, Marketing, Human Resources, and Legal.
−Removed: Our General Counsel has overall responsibility for leading and managing our ESG Team, and reporting on our corporate responsibility and ESG matters to our Board, as more fully described below.
−Removed: Our ESG Team is tasked with conducting more detailed materiality and risk assessments and identifying opportunities with measurable key performance indicators and enhanced reporting, with the overall goal of driving long-term growth and value creation for all of our stakeholders.
−Removed: Environmental Stewardship — We believe that sustainable business practices fit with our core value of “Do The Right Thing” while at the same time being in the best interests of all our stakeholders by having a positive impact on our properties and the communities in which they are located.
−Removed: We recently began participating in the Global Real Estate Sustainability Benchmark (“GRESB”) Real Estate Assessment using the GRI reporting standards, and our Corporate Social Responsibility Report is designed to align with a number of the 17 United Nations Sustainable Development Goals.
+Added: associate moving forward as part of this process as well.
+Added: To help facilitate this process in 2022, associates were offered an interactive workshop specifically focused on creating and enhancing their development goal plans.
+Added: We also completed our first round of PECO Mentor Match, a formal mentoring program focused on career development, with over 240 recorded hours of mentorship activities.
+Added: Employee Health and Wellness — Our “Beyond Benefits” wellness program is an essential element of our culture and focuses on our associates’ emotional, physical, and financial well-being.
+Added: Together with an external partner, we offer a full wellness platform providing Health Savings Account incentive contributions for biometric screening results, preventive care, and activity-based items such as step counts, nutrition tracking, and workout activity minutes.
+Added: To keep associates engaged in wellness activities during 2022, we held four wellness challenges where individuals and teams could earn incentive dollars for winning competitions that tracked steps, workout activity, and nutrition.
+Added: In May 2022, we also invested in a month-long focus on mental health providing a broad range of activities such as a “It’s Okay to Not be Okay” webinar, bring your dog to work day, our third annual Mental Health May 5k, and frequent communications with resources, articles, and support to raise awareness and acceptance of mental health issues.
+Added: In October 2022, prior to the associate open enrollment period, we hosted a Wellness Week with a variety of fitness activities and a stress management seminar, nutrition workshop, and wellness fair.
+Added: We believe a ll of these efforts have facilitated a continued dedication to wellness and preventive care among our associates, and as a result, we were recognized for the third year in a row by Healthiest Employers LLC as one of the "Healthiest Employers of Ohio" in 2022.
+Added: ENVIRONMENTAL STEWARDSHIP— We believe that sustainable business practices fit with our core value of “Do The Right Thing” while at the same time acting in the best interests of all our stakeholders by having a positive impact on our properties and the communities in which they are located.
+Added: We participate in the Global Real Estate Sustainability Benchmark ("GRESB") Real Estate Assessment, and our Corporate Social Responsibility Report is designed to align with a number of the 17 United Nations Sustainable Development Goals.
Our sustainability initiatives include energy efficiency, alternative power sources, water conservation, sustainable design and waste management, among others.
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In our ongoing commitment to sustainability, we can highlight the following achievements:
−Removed: • to further reduce energy consumption, the installation of over 3.5 million square feet of white reflective roofing was completed, resulting in over 900,000 kWh in savings and contributing to the minimalization of heat islands;
−Removed: • our exterior lighting program included the execution of 54 LED retrofits in 2021, which brought the total number of centers retrofitted to 249 and has produced savings of 8.6 million kWH annually;
−Removed: • since the inception of the smart water control program, PECO has realized 285.3 million gallons of water saved.
−Removed: As noted above, we align with GRI reporting standards and have realized a 9% increase in GRESB scoring from 2020 to 2021 assessments.
+Added: • Completion of the retrofit of 92% of our portfolio to LED, which puts us well ahead of our goal to retrofit 100% of our portfolio by 2025.
+Added: • 17 solar array systems in our shopping centers producing over 4.5MW of solar energy.
+Added: • Over 55 million gallons of water conserved through the implementation of xeriscaping and our “Smart Water Control Program,” which in turn has generated cost savings of $0.9 million.
+Added: • Establishment of a new waste diversion program aimed at achieving a 25% total diversion rate at eligible properties by 2030.
+Added: • Installations of EV amenities at 22% of our properties in route to achieving our target of installing EV amenities at 50% of our eligible properties by 2030.
+Added: • WELL Health-Safety recertification for our company headquarters in Cincinnati, Ohio, a certification that less than 1% of buildings in the state of Ohio have received.
Our team of seasoned professionals identify opportunities in our redevelopment program, which includes outparcel development, footprint reconfiguration, anchor repositioning, and anchor expansions, among others.
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Our ESG Team has been and will continue to be focused on strategic sustainability initiatives to enhance resource efficiencies as part of that program.
−Removed: Social Responsibility — Our culture is driven by our team’s connection to each other and the communities in which we live and work.
−Removed: Our associates are one of our most valuable resources and we strive to have an outstanding culture that is collaborative, inclusive and that provides significant opportunities for professional and personal development.
−Removed: We encourage and strongly support associate-led programs such as PECO MORE, PECO NOW, and PECO Community Partnership (as described below).
−Removed: These groups give our associates opportunities to effect positive change within our Company, our industry, and our communities.
−Removed: PECO MORE (Multicultural Opportunities, Resources, and Education) is dedicated to furthering diversity and inclusion within PECO, the communities we serve, and the commercial real estate industry, and uses a multi-pronged approach including education and awareness, community and industry partnerships, internal engagement, recruiting, and metric-led accountability.
−Removed: PECO NOW (Networking Opportunities for Women), whose mission is to provide leadership opportunities to women at PECO through advocacy, support, scholarship, and development, is working to develop and spotlight women leaders in our industry.
−Removed: Since the group’s inception, the number of women in leadership at PECO has tripled.
−Removed: Currently, we have nine women in roles at the VP level or higher - including three women in the C-Suite;
−Removed: we also have two women who are independent directors on our Board.
−Removed: PECO Community Partnership is dedicated to encouraging community involvement and connecting associates to causes important to them, providing associates at every level and in different locations with an opportunity to participate.
−Removed: In 2021, the Community Partnership Group sponsored six community service focused events - that associates participated in - ranging from meal delivery, holiday giving, repair work, and food pantry organization that resulted in over 200 hours of community service.
−Removed: In addition, the group sponsored two educational events for the Company on recycling and living our core value of “Do the Right Thing”.
−Removed: Our local teams and property managers are passionate about the Neighbors they work with daily and engaging with the shoppers at our centers and the local communities.
−Removed: Their passion to their work and the communities in which our properties operate help drive great shopping experiences at our centers and improve the communities in which they are located.
CORPORATE GOVERNANCE AND COMPLIANCE— We have a steadfast commitment to operating our business with the utmost integrity and the highest ethical standards as stewards of our investors’ capital.
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(iv) we have a Stock Ownership Policy that requires each non-associate director, our CEO and each other named executive officer to own a certain amount of our equity;
−Removed: and (v) our bylaws
−Removed: PHILLIPS EDISON & COMPANY
−Removed: DECEMBER 31, 2021 FORM 10-K
−Removed: provide that our stockholders may alter or replace our bylaws upon the affirmative vote of a majority of the votes entitled to be cast.
−Removed: We operate under the direction of our Board, which is comprised of eight directors, seven of whom are independent per applicable Nasdaq and SEC rules.
+Added: and (v) our bylaws provide that our stockholders may alter or replace our bylaws upon the affirmative vote of a majority of the votes entitled to be cast.
+Added: We operate under the direction of our Board, which is comprised of eight directors, seven of whom are independent per applicable Nasdaq Global Select Market (“Nasdaq”) and U.S.
+Added: Securities and Exchange Commission (“SEC”) rules.
Our Audit, Nominating and Governance (“N&G”), and Compensation Committees are comprised solely of independent directors who complete annual self-assessments.
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We are compliant with the diverse director requirements under Nasdaq’s Board Diversity Rule, and our upcoming 2023 proxy statement will include a Board diversity matrix.
−Removed: Our full Board oversees each of our corporate social responsibility, ESG (environmental, social and governance) and ERM (enterprise risk management) programs, and our Audit Committee oversees our robust ethics and compliance program.
+Added: Our full Board oversees each of our corporate social responsibility, ESG and enterprise risk management programs, and our Audit Committee oversees our ethics and compliance program.
Management provides periodic updates on each such program to the directors.
All of our associates are required to complete regular training on our Code of Business Conduct and Ethics and our Insider Trading Policy, and provide annual Code of Conduct Compliance Certifications to our Chief Ethics and Compliance Officer.
+Added: Furthermore, PECO has conducted extensive cybersecurity training initiatives and campaigns, including ongoing tabletop cybersecurity exercises and cybersecurity training for all associates.
+Added: Our cybersecurity initiatives also included an interview
+Added: PHILLIPS EDISON & COMPANY
+Added: DECEMBER 31, 2022 FORM 10-K
+Added: conducted with a Regional Cybersecurity Advisor from the Cybersecurity and Infrastructure Security Agency of the Department of Homeland Security, weekly security series training, and monthly simulated phishing campaigns.
We encourage our associates to speak up when our ethics standards are not being met, including by maintaining a 24-hour ethics hotline for reporting concerns and keeping our Audit Committee apprised of all reported concerns.
More information about our corporate responsibility strategy, goals and reporting is available on our website, which is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
+Added: INFORMATION ABOUT OUR EXECUTIVE OFFICERS— The following table details information for our executive officers as of December 31, 2022:
+Added: Name Age Title Joined PECO
+Added: Edison 62 Chairman & Chief Executive Officer Co-Founder
+Added: Murphy 62 President 2013
+Added: Myers 50 Chief Operating Officer & Executive Vice President 2003
+Added: Caulfield 42 Chief Financial Officer, Executive Vice President & Treasurer 2014
+Added: Brady 55 General Counsel, Chief Ethics & Compliance Officer,
+Added: Executive Vice President & Secretary 2013
CORPORATE HEADQUARTERS— Our corporate headquarters, located at 11501 Northlake Drive, Cincinnati, Ohio 45249, is where we conduct a majority of our management, leasing, construction, and investment activities, as well as administrative functions such as accounting and finance.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.