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(“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.
−Removed: 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”).
+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 partial ownership interests, and one private fund (collectively, the “Managed Funds”).
The majority of our revenues are lease revenues derived from our real estate investments.
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As of December 31, 2023, we wholly-owned 281 shopping centers.
−Removed: 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: 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.
+Added: We also owned a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate.
In May 2022, we sold the final property in our NRP joint venture.
−Removed: 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.
+Added: In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint venture comprised approximately 34.4 million square feet located in 31 states.
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.
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Grocery-anchored shopping centers generally have strong foot traffic leading to high demand for leasing Neighbor spaces, which enhances our ability to increase lease revenue.
+Added: These centers provide an attractive last-mile solution to residents of our communities by providing “Buy Online, Pick-Up in Store”, curbside pick-up, and grocery delivery options.
We target investments with attractive going-in yields and growth potential in markets with demographic profiles that support necessity-based retail concepts.
−Removed: • Neighbor-base —We believe our centers act as the last mile delivery solution for our omni-channel Neighbors.
−Removed: As of December 31, 2022, approximately 71% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, is generated from Neighbors providing necessity-based goods and services.
+Added: • Neighbor-Base —As of December 31, 2023, approximately 70% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint venture, is generated from Neighbors providing necessity-based goods and services.
We believe our focus on necessity-based goods and services retailers limits our exposure to distressed retailers and allows us to demonstrate resiliency during times of real estate and economic down cycles.
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We believe recent trends such as:
−Removed: (i) population shifts from urban to suburban communities in certain geographic locations;
−Removed: (ii) the increase in work from home initiatives;
+Added: (i) population shifts to the Sun Belt and from urban to suburban communities in certain geographic locations;
+Added: (ii) the continued presence of hybrid work initiatives;
(iii) the importance of last mile delivery;
−Removed: (iv) the increase in “shop local” trends;
−Removed: and (v) low supply and lack of new construction will create additional leasing demand and growth opportunities for our shopping centers.
−Removed: 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.
−Removed: We believe this is a critical part of maintaining access to multiple forms of capital, including common stock, unsecured debt, bank debt, and mortgage debt, to maximize availability and minimize our overall cost of capital.
+Added: (iv) low supply and lack of new construction coupled with high occupancy;
+Added: and (v) continued consumer resilience will create additional leasing demand and growth opportunities for our shopping centers.
+Added: 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
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2023 FORM 10-K
−Removed: • 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: investment grade rating.
+Added: We believe this is a critical part of maintaining access to multiple forms of capital, including common stock, unsecured debt, bank debt, and mortgage debt, to maximize availability and minimize our overall cost of capital.
+Added: • Funding External Growth —We have identified a target market of approximately 5,800 centers across the United States and believe we have a long runway for external growth.
+Added: We believe our effective shelf registration statement and At-the-Market offering (“ATM”) program allow us to access equity and debt capital, further enhancing our financial flexibility and external growth potential.
We believe our investment grade balance sheet and our available liquidity of $606.6 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.
−Removed: • Debt Maturity Profile —We believe we have maintained an appropriately staggered debt maturity profile, which will position us for long-term growth.
+Added: • Debt Maturity Profile —We believe we have maintained an appropriately staggered debt maturity profile with no meaningful maturities in 2024, which will position us for long-term growth.
Our outstanding debt obligations are composed primarily of (i) unsecured debt, including term loans, senior notes, and a revolving credit facility, and (ii) secured mortgage debt.
+Added: • Investment Grade Ratings —Our current investment grade ratings are Baa3 (Outlook:
+Added: Stable) with Moody’s Investors Services and BBB- (Outlook:
+Added: Positive) with S&P Global Ratings.
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.
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• Property Management Services —We believe we add value by overseeing all aspects of operations at our properties.
−Removed: Our property managers maintain a local presence in order to effectively manage costs while maintaining a pleasant, clean, and safe environment where retailers can be successful and customers can enjoy a great shopping experience.
−Removed: Further, we provide our Neighbors with responsive customer service, marketing tools, as well as other sophisticated solutions, such as a centralized accounting, billing, and tax review platform to facilitate our daily operations.
+Added: Our Locally Smart ™ property managers effectively manage costs while maintaining a pleasant, clean, and safe environment where retailers can be successful and customers can enjoy a great shopping experience.
+Added: Further, we provide our Neighbors with responsive customer service and marketing tools, as well as other sophisticated solutions, such as a centralized accounting, billing, and tax review platform to facilitate our daily operations.
• Development and Redevelopment —Our team of seasoned professionals identify opportunities to unlock additional value at our properties through investments in our outparcel and redevelopment program.
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As of December 31, 2023, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business.
−Removed: However, it is possible that we are not aware of, or may become subject to potential environmental liabilities or material costs of complying with government regulations due to changes in requirements or otherwise that could be material to our business.
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2023 FORM 10-K
−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 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.
−Removed: We recognize that successful corporate responsibility is both internally and externally focused.
−Removed: 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”).
−Removed: 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.
−Removed: 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;
+Added: is possible that we are not aware of, or may become subject to potential environmental liabilities or material costs of complying with government regulations due to changes in requirements or otherwise that could be material to our business.
+Added: CORPORATE RESPONSIBILITY AND SUSTAINABILITY— Our corporate responsibility and sustainability program (“CRSP”), which we also refer to as our “PECO-ECO Promise™”, is designed to align with our corporate mission and strategic initiatives.
+Added: With a mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, we strive to have a positive impact on all our stakeholders.
+Added: Our CRSP is overseen by our full Board of Directors (the “Board”) reflecting our comprehensive approach to strong governance.
+Added: In addition, we have a dedicated director liaison, Ms.
+Added: Silfen, providing oversight to our PECO-ECO Team members based on her significant experience in energy innovation and sustainability.
+Added: Our PECO-ECO Team is led by our General Counsel, who provides regular updates to the full Board on our CRSP.
+Added: Our PECO-ECO Promise™ is based on four pillars that are guided by our mission and our goal of driving long-term value creation for our stakeholders:
+Added: our People and Culture, Environmental Stewardship, Community, and Oversight and Ethics:
+Added: PEOPLE AND CULTURE— At PECO, our associates are our greatest asset.
+Added: We believe in fostering a work environment where every team member feels valued, respected, and empowered.
+Added: To achieve this, our key areas of focus include:
+Added: • Engagement and Satisfaction:
+Added: We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for seven consecutive years by Cincinnati Enquirer.
+Added: By granting 100% of eligible associates service-based restricted stock units in PECO, we empower and encourage our associates to think and operate like owners, which we believe drives better decision making and strengthens our culture.
+Added: • Learning and Development:
+Added: We are committed to continuous learning and the professional development of our associates.
+Added: Established in 2007, PECO University is a hub for learning and development of our associates, encompassing our online learning platform, PECO U online, leadership development, mentoring programs, and more.
+Added: PECO’s commitment to continuous learning includes an annual talent management process, workshops on development goal plans, and the PECO Mentor Match program, an internal mentoring program.
+Added: • Health and Well-Being:
+Added: We strive to create a workplace that prioritizes the well-being of our associates.
+Added: Our “Beyond Benefits” wellness program is integral to our Company’s culture and is designed to address our associates’ emotional, physical, and financial well-being.
+Added: The program includes sponsoring wellness activities and challenges designed to improve the overall health of our associates.
+Added: • Inclusion and Belonging:
+Added: At PECO, fostering connection and inclusivity is a core commitment of our culture.
+Added: We established three associate-led resource groups, PECO Multicultural Opportunities, Resources & Education (“PECO MORE”), PECO Networking Opportunities for Women (“PECO NOW”), and PECO Connect to help further diversity, inclusion, collaboration, and communication throughout the Company.
+Added: As of December 31, 2023, we had approximately 290 associates located in 20 states across the country, with concentrations in our corporate offices in Cincinnati, Ohio;
Park City, Utah;
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Our senior leadership team is 18% female and 82% male, while manager roles and above are approximately 39% female and 61% male.
−Removed: 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%.
−Removed: 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.
−Removed: One way we keep a pulse on engagement is by regularly surveying our associates about a variety of company topics.
−Removed: In 2022, we had a 96% participation rate in our associate experience survey that was conducted utilizing a third-party tool.
−Removed: Results indicated a 90% engagement index score.
−Removed: Additionally, our Board, and specifically our Compensation Committee, is actively engaged and oversees our human capital management practices.
−Removed: We believe that the following components of human capital management are important:
−Removed: Culture and Inclusion — We believe our team of highly engaged associates plays a key role in achieving long-term success for our stakeholders.
−Removed: 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 to drive our business strategies and objectives, including attractive risk-adjusted returns for our stockholders.
−Removed: We provide associates with competitive salaries, bonuses, incentives, and opportunities for equity ownership.
−Removed: One unique aspect of our compensation philosophy is that each associate in the Company, regardless of level or tenure, has the opportunity for equity grants on an annual basis.
−Removed: During the year ended December 31, 2022, 100% of eligible associates received grants of service-based restricted stock units in the Company.
−Removed: Upon vesting, associates will receive shares of common stock, which encourages our associates to “think and operate like owners” of the Company.
−Removed: Our commitment to an inclusive work environment is reinforced by two associate-led business resource groups:
−Removed: PECO Multicultural Opportunities, Resources & Education (“PECO MORE”), and PECO Networking Opportunities for Women (“PECO NOW”).
−Removed: 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 Dia de los Muertos (Day of the Dead).
−Removed: PECO NOW was recognized for excellence by the Innovating Commerce Serving Communities (“ICSC”) in 2016.
−Removed: 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.
−Removed: PECO NOW has focused on increasing leadership opportunities for numerous female associates and sponsoring collaborative networking events.
−Removed: 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.
−Removed: Our support included hosting two Launch Academy interns and sponsoring a professional development session for all program participants.
−Removed: 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.
−Removed: In addition to our support of ICSC’s early career development efforts, we hosted interns in our Cincinnati and Atlanta offices.
−Removed: 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.
−Removed: Almost 30% of the 2022 PECO internship class identified as racially or ethnically diverse.
−Removed: The PECO internship program has been a key element in our early career talent pipeline.
−Removed: Learning and Development — “Always Keep Learning” is one of our core values.
−Removed: 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 2022, our associates took part in over 4,700 hours of internal training hours across the Company.
−Removed: 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.
−Removed: A cohort style frontline leadership program was launched and completed during the year.
−Removed: This program focused on developing managerial skills and providing support for first-level managers promoted during the COVID-19 pandemic.
−Removed: Additionally, two female focused development programs were introduced at PECO in 2022.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Managers are expected to hold coaching conversations designed to focus on career progression and put action items in place to keep each
+Added: For the year ended December 31, 2023, our overall turnover rate was 8%, with 6% voluntary turnover, compared to our previous three year overall turnover average of 13%, with 10% voluntary turnover.
+Added: ENVIRONMENTAL STEWARDSHIP— Environmental stewardship is an important component of our commitment to sustainability, encapsulated in our PECO-ECO Promise™.
+Added: We recognize that sustainable practices are not only beneficial for the environment but also important for our business success and contributing to the well-being of the communities we operate in.
+Added: A key component of our sustainable practices is focused on improving operational efficiencies and resource reductions within our portfolio.
+Added: Our initiatives include calculating our Scope 1 and Scope 2 GHG emissions, participating in the Global Real Estate Sustainability Benchmark ("GRESB") Real Estate Assessment, pursuing energy efficiency, developing on-site solar projects, and installing electric vehicle (“EV”) charging stations.
+Added: We are also focused on attaining sustainable property certifications, implementing water conservation measures, and managing waste effectively.
+Added: We are proud to highlight the milestones below, as of December 31, 2023, in our ongoing sustainability journey:
+Added: • Exterior Lighting:
+Added: Completed the retrofit of 98.1% of our wholly-owned portfolio to LED parking lot lighting, moving closer to our goal of retrofitting 100% of our portfolio by 2025.
+Added: • Renewable Energy:
+Added: Installed 14 solar array systems to date.
+Added: • Water Conservation:
+Added: Conserved over 62 million gallons of water in 2023 (through September) through the implementation of xeriscaping and our “Smart Water Control Program”, generating cost savings of over $200,000.
+Added: • EV Charging Stations:
+Added: Installed EV chargers at 17.7% of our eligible properties to date.
+Added: • Waste Management:
+Added: Achieved a waste diversion rate of approximately 26.0% at properties with a landlord-controlled waste program.
+Added: • Building Certifications:
+Added: Secured WELL Health-Safety recertification for our company headquarters in Cincinnati, Ohio and Institute of Real Estate Management Certified Sustainable Property Certifications at 163 properties in 2023, bringing the total number of properties with certifications to 172.
+Added: COMMUNITY— Through our mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, we strive to actively engage with our Neighbors and the local communities that we serve.
+Added: Our focus is on being Locally Smart ™ and understanding the unique needs of each community.
+Added: This commitment to our communities extends to its physical spaces, with initiatives like Front Row to Go ® providing convenient curbside pickup for our local shoppers, and a retailer mix that offers storefront windows and drive-through stores for additional convenience for local shoppers.
PHILLIPS EDISON & COMPANY
DECEMBER 31, 2023 FORM 10-K
−Removed: associate moving forward as part of this process as well.
−Removed: To help facilitate this process in 2022, associates were offered an interactive workshop specifically focused on creating and enhancing their development goal plans.
−Removed: 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.
−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: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Our sustainability initiatives include energy efficiency, alternative power sources, water conservation, sustainable design and waste management, among others.
−Removed: Through these initiatives, we continue to make progress towards mitigating the environmental impact of our shopping centers.
−Removed: In our ongoing commitment to sustainability, we can highlight the following achievements:
−Removed: • 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.
−Removed: • 17 solar array systems in our shopping centers producing over 4.5MW of solar energy.
−Removed: • 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.
−Removed: • Establishment of a new waste diversion program aimed at achieving a 25% total diversion rate at eligible properties by 2030.
−Removed: • 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.
−Removed: • 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.
−Removed: Our team of seasoned professionals identify opportunities in our redevelopment program, which includes outparcel development, footprint reconfiguration, anchor repositioning, and anchor expansions, among others.
−Removed: These projects create attractive sustainability opportunities to increase the overall value of our properties, while improving the environmental impact on our communities.
−Removed: 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: 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.
+Added: Our community commitment is also evident in our initiatives like our PECO Community Partnership, an award-winning, associate-led program that encourages community involvement and connects our associates to causes they care about.
+Added: In 2023, PECO Community Partnership sponsored 15 community service events and contributed over 440 service hours, including a volunteer day in partnership with Keep Cincinnati Beautiful at Green Man Park where 69 associates participated in a park cleanup and revitalization project.
+Added: PECO's partnership with communities also extends to disaster relief efforts, exemplified by our Incident Response Team.
+Added: This team provides support to Neighbors and communities impacted by disasters, such as Hurricane Idalia in August 2023, as part of PECO's commitment to being there for its Neighbors and communities during challenging times.
+Added: OVERSIGHT AND ETHICS— Our governance framework guides our decision-making and accountability.
+Added: Supported by an experienced executive management team, we maintain a robust system of corporate governance policies, designed to foster an ethical culture committed to the PECO-ECO Promise™ and to driving our goal of creating long-term value.
We believe our corporate governance structure closely aligns our interests with those of our stockholders.
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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.
−Removed: 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: We operate under the oversight of our Board, which is comprised of nine directors, seven of whom meet the independence criteria set forth by the Nasdaq Global Select Market (“Nasdaq”) and U.S.
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.
−Removed: Our Board has adopted Corporate Governance Guidelines that, among other things, establish criteria and expectations for our directors, and our N&G Committee has responsibility for evaluating our Board.
+Added: Our Board has adopted Corporate Governance Guidelines that, among other things, establish criteria and expectations for our directors, and our N&G Committee has responsibility for annually evaluating our Board and each of its committees.
We are cognizant of “overboarding” and none of our directors serve on more than two other public company boards.
−Removed: 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 and enterprise risk management programs, and our Audit Committee oversees our ethics and compliance program.
−Removed: Management provides periodic updates on each such program to the directors.
−Removed: 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.
−Removed: Furthermore, PECO has conducted extensive cybersecurity training initiatives and campaigns, including ongoing tabletop cybersecurity exercises and cybersecurity training for all associates.
−Removed: Our cybersecurity initiatives also included an interview
−Removed: PHILLIPS EDISON & COMPANY
−Removed: DECEMBER 31, 2022 FORM 10-K
−Removed: 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.
−Removed: 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.
−Removed: 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: We are compliant with Nasdaq’s Board Diversity Rule and have three female directors and two directors who are members of underrepresented racial or ethnic minorities.
+Added: More information about our CRSP is available on our website and in our Corporate Responsibility Report, which are not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS— The following table details information for our executive officers as of December 31, 2023:
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Edison 63 Chairman & Chief Executive Officer Co-Founder
−Removed: Murphy 62 President 2013
−Removed: Myers 50 Chief Operating Officer & Executive Vice President 2003
+Added: 63 President 2013
+Added: 51 Chief Operating Officer & Executive Vice President 2003
Caulfield 43 Chief Financial Officer, Executive Vice President & Treasurer 2014
−Removed: Brady 55 General Counsel, Chief Ethics & Compliance Officer,
−Removed: Executive Vice President & Secretary 2013
+Added: Brady 56 General Counsel, Executive Vice President & Secretary 2013
+Added: (1) Devin Murphy stepped down as President effective December 31, 2023 and became Managing Director of Investment Management effective January 1, 2024 through his retirement date of June 30, 2024.
+Added: Effective January 1, 2024, Robert Myers became President.
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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The contents of our website are not incorporated by reference.
+Added: PHILLIPS EDISON & COMPANY
+Added: DECEMBER 31, 2023 FORM 10-K
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.