Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Grant of New Equity-Based Awards
On March 1, 2022, the Compensation Committee (the "Compensation Committee") of
the Board of Directors of Phillips Edison & Company, Inc. (the "Company")
approved the grant of performance-vesting Class C Units ("Class C Units") of
Phillips Edison Grocery Center Operating Partnership I, L.P. (the "Partnership")
and time-vesting Class B Units of the Partnership ("Class B Units")
(collectively, the "awards") to Jeffrey Edison (Chief Executive Officer), Devin
Murphy (President), Robert Myers (Chief Operating Officer), John Caulfield
(Chief Financial Officer), and Tanya Brady (General Counsel), under the
Company's 2020 Omnibus Incentive Plan. The following is a brief description of
the material terms and conditions of the awards.
Class C Units
General. Pursuant to the Class C Unit awards, each executive is eligible to earn
a number of Class C Units ranging from 0 to 100% of the total number of Class C
Units granted, based on the Company's total shareholder return ("TSR"), measured
relative to the total shareholder returns of the companies that comprise the
Nareit Shopping Center Index as of the grant date during the three year
performance period commencing on January 1, 2022 and ending on December 31, 2024
(the "Performance Period"), subject to the executive's continued service with
the Company.
Vesting. Based on the Company's level of relative TSR performance, the Class C
Unit awards will satisfy the performance-vesting condition with respect to the
percentage of Class C Units subject to such award set forth below (subject to
linear interpolation between levels):
Relative TSR Vesting
Percentage
Below "Threshold" 0 %
"Threshold" 25 %
"Target" 50 %
"Above Target" 75 %
"Maximum" 100 %
With respect to the Class C Unit awards granted to Messrs. Edison, Myers and
Caulfield and Ms. Brady, 50% of the Class C Units that satisfy the
performance-vesting condition shall be deemed vested on the last day of the
Performance Period and the remaining 50% of the Class C Units that satisfy the
performance-vesting condition shall vest on the first anniversary of the last
day of the Performance Period, subject to the executive's continued service with
the Company. With respect to the Class C Unit award granted to Mr. Murphy, 100%
of the Class C Units that satisfy the performance-vesting condition shall be
deemed vested on the last day of the Performance Period.
Notwithstanding the foregoing, if the Company's TSR during the Performance
Period is negative, any portion of the Class C Units in excess of target
performance will remain outstanding but will not vest upon completion of the
Performance Period (the "Contingent Class C Units"). The Contingent Class C
Units shall only vest if, following the last day of the Performance Period and
on or prior to the fifth anniversary of the last day of the Performance Period
(the "Expiration Date"), the Company's TSR, measured from the first day of the
Performance Period through the last day of any calendar quarter ending on or
prior to the Expiration Date, is positive.
The treatment of the Class C Unit awards in the event of a termination of the
executive's employment is set forth in the applicable award agreement.
Change in Control. In the event that a change in control of the Company occurs
prior to the completion of the Performance Period, relative TSR performance will
be measured as of the date of the change in control. With respect to the Class C
Unit awards granted to Messrs. Edison, Myers and Caulfield and to Ms. Brady,
earned Class C Units will then be converted into time-based Class C Units that
will vest and be paid based on continued service through the relevant vesting
date, subject to certain accelerated vesting as set forth in the applicable
award agreement. With respect to Mr. Murphy's award, the earned Class C Units
shall be deemed vested on the date of the change in control.
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Dividend Equivalent Units. Following the completion of the Performance Period,
the Company will issue to the executive an additional number of Class C Units
having a value equal to the amount of ordinary dividends paid by the Company for
the Performance Period in respect of shares of the Company's common stock
corresponding to the earned Class C Units. Such additional Class C Units shall
vest as set forth above.
The table below sets forth the target number of Class C Units subject to each
performance-based Class C Unit award granted to the executives on March 1, 2022.
Performance-Based Class
Name C Units (Target)
Jeffrey S. Edison 57,002
Devin I. Murphy 17,539
Robert F. Myers 17,539
John P. Caulfield 12,423
Tanya E. Brady 7,495
Class B UnitsWith respect to the Class B Unit awards granted to Messrs. Edison, Myers and
Caulfield and Ms. Brady, 25% of the Class B Units will vest on each of the first
four anniversaries of the applicable grant date, subject to the executive's
continued service through each applicable vesting date. The treatment of the
Class B Units granted to Messrs. Edison, Myers and Caulfield and Ms. Brady in
the event of a termination of the executive's employment is set forth in the
applicable award agreement. Mr. Murphy's Class B Unit award is vested in full as
of the grant date.
The table below sets forth the number of Class B Units awarded to each of the
executives on March 1, 2022.
Name Class B Units
Jeffrey S. Edison 36,540
Devin I. Murphy 11,243
Robert F. Myers 11,243
John P. Caulfield 4,535
Tanya E. Brady 2,498
The foregoing description of the awards does not purport to be complete and is
qualified in its entirety by reference to the Form of Performance LTIP Unit
Award Agreement (2022), the Form of Performance LTIP Unit Award Agreement (2022
- Murphy), the Form of Time-Based LTIP Unit Award Agreement (2022) and the Form
of Time-Based LTIP Unit Award Agreement (2022 - Murphy), copies of which are
attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and
10.4.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No Description
10.1 Form of Performance LTIP Unit Award Agreement (2022)
10.2 Form of Performance LTIP Unit Award Agreement (2022 - Murphy)
10.3 Form of Time-Based LTIP Unit Award Agreement (2022)
10.4 Form of Time-Based LTIP Unit Award Agreement (2022 - Murphy)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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PHILLIPS EDISON & COMPANY, INC. 
