Not independent
Tenure on this board
16.5 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory (non‑binding) approval of executive compensation (say‑on‑pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect ten director nominees to serve until the 2027 Annual Meeting and until their successors qualify.
Non‑binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non‑binding) proposal asks stockholders to approve the Company’s executive compensation disclosure and the overall compensation paid to the named executive officers (NEOs) as presented in the proxy, encompassing base salary, annual cash incentives tied to Adjusted FFO per share and Same‑Center NOI growth, and long‑term equity incentive awards largely tied to relative TSR versus the FTSE Nareit Equity Shopping Center Index. Management seeks this advisory approval to validate its compensation philosophy — which emphasizes pay‑for‑performance, retention through multi‑year vesting schedules, and alignment of executives’ long‑term interests with stockholders via performance‑based LTI awards — and to inform future compensation decisions. The Compensation Committee points to strong 2025 operating results, goal achievement under the short‑term incentive program, and alignment mechanisms (stock ownership policy, clawback policy, no single‑trigger change‑in‑control cash severance, and limits on hedging/pledging) as reasons to support the proposal. The Board also highlights the committee’s use of independent compensation consultants, benchmarking to a peer group, and the high historical shareholder support (approximately 97% in 2025) as evidence that the program is market‑competitive and aligned with investor interests. Critics of executive pay generally view such advisory votes as a governance check; absent a vote-for outcome, the Board and Compensation Committee would be expected to engage with dissenting investors and potentially adjust program features or disclosures. The advisory nature means the vote will not bind the Board legally, but the Company has committed to consider the outcome when making future compensation decisions and to hold the next say‑on‑pay vote in 2027. Company‑specific contextual factors include PECO’s REIT structure, the use of Relative TSR and an Absolute TSR modifier for LTI awards, the blend of cash and equity incentives, and the clawback and recoupment policies that further mitigate risk. For an analyst evaluating governance risk, key items to monitor include the degree to which relative TSR peer selection and exclusions (e.g., discretionary exclusion of peers for TSR calculation) affect payouts, the absolute TSR modifier that can cap upside when absolute returns are negative, and the extent of disclosure and engagement following the vote to address stockholder concerns. Overall, the Board recommends a FOR vote on the basis that the compensation program promotes long‑term value creation and aligns management incentives with stockholder interests.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 14,297,358 | $535M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 11.0% | 13,887,360 | $520M |
| 3 | STATE STREET CORP | 5.7% | 7,129,625 | $268M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,695,294 | $213M |
| 5 | BlackRock, Inc. | 3.9% | 4,908,969 | $184M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 3.6% | 4,491,530 | $168M |
| 7 | CANADA PENSION PLAN INVESTMENT BOARD | 2.6% | 3,296,673 | $123M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 3,090,032 | $116M |
| 9 | FMR LLC | 1.9% | 2,385,726 | $89M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.9% | 2,363,479 | $88M |
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