DEF 14A of Equity Lifestyle Properties Inc, Mar 18, 2025

DEF 14A of Equity Lifestyle Properties Inc

Filed Mar 18, 2025 · FY20240000895417-25-000030

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Independence of Directors

    Independence of Directors Pursuant to the Company's Guidelines on Corporate Governance, which require that a majority of our Directors be independent within the meaning of NYSE standards and do not include any additional categorical standards other than those required by the NYSE, the Board undertook a review of the independence of Directors nominated for reelection at the upcoming Annual Meeting. During this review, the Board considered transactions and relationships, if any, during the prior year between each Director or any member of his or her immediate family and the Company. As provided in the Guidelines on Corporate Governance, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the Director is independent. As a result of this review, the Board affirmatively determined that all the Directors nominated for election at the Annual Meeting are independent of the Company and its management with the exception of our President and CEO, Marguerite Nader. The Board determined that none of the independent Directors has or had a material relationship with the Company other than being a Director and/or a stockholder of the Company. The Board specifically considered Mr. Heneghan's role as former CEO of the Company and determined that this role did not hinder Mr. Heneghan's independence within the meaning of the NYSE listing standards.

  3. Nominee Information, Qualifications, Skills and Experience

    Nominee Information, Qualifications, Skills and Experience You are being asked to vote on the election of nine Director nominees listed below. The Company's Charter currently provides for the annual election of all Directors. All nominees are presently Directors, and each nominee has consented to be named in this Proxy Statement and to serve if elected. In addition to each Director nominee's qualifications, skills and experience outlined in their biographical data below, the Company's Board looked for certain attributes in each of the Director nominees and based on these attributes, concluded that each Director nominee should serve on the Board. The Board does not require that the Director nominees possess each attribute, but rather the Board is looking for a mix of attributes among the Directors. The following table shows the attributes of each Director nominee.

  4. Nominees' Biographical Information

    Nominees' Biographical Information Mr. Heneghan has been Chairman of the Board since May 2023, was Vice Chairman of the Board from 2018 to 2023, and was Co-Vice Chairman from 2013 to 2018. Mr. Heneghan has been chief executive officer of Equity International, a private investment firm focused on real estate-related companies, since February 2013. Mr. Heneghan was Chief Executive Officer of the Company from January 2004 to February 2013 and President of the Company from February 2011 to May 2012. He was also President of the Company from January 2004 to January 2008. Mr. Heneghan was President and Chief Operating Officer of the Company from May 2000 to December 2003. He was Executive Vice President, Chief Financial Officer and Treasurer of the Company from April 1997 to May 2000, and Vice President, Chief Financial Officer and Treasurer of the Company from February 1995 to March 1997. Mr. Heneghan served on the board of directors of Farmland Partners Inc., a publicly traded real estate company that owns and seeks to acquire high-quality North American farmland, from 2020 to 2024. He is a director of Chai Trust. Mr. Berkenfield has been a partner and the chief executive officer of Duncan Channon, a nationally acclaimed, independent advertising agency, since January 2009. Mr. Berkenfield joined Duncan Channon in January 2000 as the agency’s general manager. Prior to 2000, Mr. Berkenfield held senior positions at Foote, Cone & Belding, a global advertising agency, and Lintas: NY, an advertising communications company. Mr. Burks was a partner at Ernst & Young, LLP, a public accounting firm, from 2002 until his retirement in 2017 and served as the managing partner of the Indianapolis office from 2004 to 2017. Mr. Burks was employed by Arthur Andersen, a public accounting firm, from 1978 to 2002, where he served for three years as the managing partner of the Indianapolis office. Mr. Burks has been a director of Duke Energy, a publicly traded electric power holding company, since March 2022. Mr. Burks has been a director of Kite Realty Group Trust, a publicly traded shopping mall REIT, since 2021. Mr. Burks was a director of Vectren Corporation, a publicly traded regional energy company, from 2017 until the time of its sale in 2019 and was a member of its audit committee and finance committee. Mr. Burks’ business experience spans small businesses, large international corporations and public companies. He has extensive merger and acquisition, capital markets, enterprise risk and SEC expertise. Throughout his career he has served companies in various industries, including energy, manufacturing, mass merchandising and logistics with a focus for more than 25 years in real estate (REITs). Mr. Calian has been the Board's Lead Director since 2019. Mr. Calian has been founder and managing partner of Kingsbury Partners LLC since January 2002. Kingsbury Partners LLC is a private equity and consulting firm focused on providing capital and ownership skills to middle market distressed businesses. Mr. Calian also served as operating partner of Waveland Investments LLC, a Chicago-based private equity firm with committed equity capital, from July 2003 until December 2019. Prior to founding Kingsbury Partners LLC, Mr. Calian was chief executive officer of American Classic Voyages Co., a publicly traded travel and leisure company, from 1995 until 2002. Mr. Calian is managing member of MCS Investment Group, LLC, a private producer and seller of mineral well brine; Hudson Lock, LLC, a private lock and hardware manufacturer; and LCP2, LLC, a community newspaper technology platform company. Mr. Calian is a member of the board of directors of CC - Development Group, Inc., a private owner and operator of senior living communities. Mr. Contis has been a principal of Agora Advisors, Inc., which provides consulting services to domestic and international real estate and retail companies, since May 2017. Mr. Contis was president - mall platform and senior executive vice president of Simon Properties Group, Inc., a publicly traded retail REIT, from May 2011 to May 2017. Mr. Contis was president of real estate for Equity Group Investments from November 2006 to May 2011. He was executive vice president and chief operating officer of The Macerich Company, a publicly traded shopping center REIT, from May 1997 to October 2006. Mr. Contis was employed in various capacities by affiliates of Equity Group Investments from 1980 to 1997, including as vice chairman, executive vice president and chief operating officer of Equity Properties & Development L.P., from 1992 to 1997. Mr. Contis has been a director of CBL Properties, a publicly traded retail REIT, since 2021 and currently serves as chairman of the board and as a member of the audit committee and previously served as a member of the compensation committee. He served on the board of directors of BRMalls, Brazil’s largest shopping center company from 2008 to 2011. Mr. Contis was a director and served as a member of the board of directors, compensation committee and audit committee of Dundee Realty Corp., a Canadian-based real estate company, from 1997 to 2003. Mr. Contis is an advisor to Equity International. He is a director of Chai Trust. Mr. Contis is a director and serves on the Investment Committee of Acosta Verde, which owns and operates shopping centers in Mexico and is listed on the Mexican Stock Exchange. Ms. Freedman is the founder and managing partner of Moderne Ventures, an early-stage investment fund she founded in 2015 that is focused on technology companies in and around real estate, finance, insurance and home services. Prior to Moderne Ventures, Ms. Freedman was the vice president of strategic investments for the National Association of Realtors where she launched the investment fund Second Century Ventures in 2008 and founded REach, its technology accelerator, in 2012. Ms. Nader has been President and CEO of the Company since February 2013. She was President and Chief Financial Officer from May 2012 to October 2012 and Executive Vice President and Chief Financial Officer from December 2011 to May 2012. Ms. Nader was Executive Vice President - New Business Development from February 2011 to December 2011. She was Executive Vice President - Sales and Marketing from February 2009 to February 2011. Ms. Nader was Senior Vice President of New Business Development from January 2007 to February 2009. She was Vice President of New Business Development from January 2001 to January 2007. Ms. Nader was Vice President of Asset Management from January 1998 to January 2001. She has been employed with the Company since 1993. Ms. Nader has been a director of Ventas, a publicly traded healthcare REIT since 2020 and serves on the Audit Committee and Nominating, Governance and Corporate Responsibility Committee. Ms. Nader was a trustee of Liberty Property Trust, a publicly traded industrial REIT, from June 2017, until its sale in 2020. Ms. Nader served as the National Association of Real Estate Investment Trust's ("NAREIT") 2022 chair and served on NAREIT's executive board from 2013 to 2025.

  5. Nominees' Biographical Information

    Ms. Papandreou has been president of North America for Korn Ferry since May 2024 and was managing partner for Korn Ferry’s Chicago office from 2021 to May 2024, and previously served as senior client partner from 2019 to 2021. Ms. Papandreou specializes in executive and board placements and has managed large-scale client projects including bankruptcies, turnarounds, spin-offs and mergers and acquisitions. In addition, Ms. Papandreou leads Korn Ferry’s North American travel, hospitality and leisure practice and is a core member within the Korn Ferry board and CEO Services practice. Ms. Papandreou was employed by an executive search firm from 2016 to 2019, where she was managing director and global head of its hospitality and leisure practice and a core partner within the board practice. From 1998 to 2016, Ms. Papandreou held various positions in the investment banking industry. Mr. Peppet is president of Chai Trust Company, LLC, a private trust company for the Zell family. Before joining Chai Trust, Mr. Peppet was a Professor of Law at the University of Colorado Law School for nearly 20 years. Mr. Peppet is an advisor to Equity International. Mr. Peppet was a director of Anixter International Inc., a publicly traded global provider of communications, security, and wire cable products, from 2014 until its sale in June 2020. Mr. Peppet is the son-in-law of the late Mr. Samuel Zell, who served as Chairman of the Board until May 2023. Mr. Peppet has been involved in entrepreneurial-related philanthropic ventures sponsored by the Zell Family Foundation, including the Zell Lurie Institute for Entrepreneurial Studies at the University of Michigan Ross School of Business, the Zell Fellows Program at Northwestern University's Kellogg School of Management and the Zell Entrepreneurship Program at Reichman University in Israel. Mr. Peppet brings experience in contracts, negotiations, complex transactions, legal ethics, privacy law and technology to the Board along with an outstanding record of leadership and extensive experience in the legal field.

  6. Director Compensation

    Director Compensation The following table includes compensation information for the year ended December 31, 2024 for each non-executive Director.

  7. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | Andrew Berkenfield | 76,250 | 152,473 | — | — | — | 228,723 | | Derrick Burks | 76,250 | 157,477 | — | — | — | 233,727 | | Philip Calian | 76,250 | 197,510 | — | — | — | 273,760 | | David Contis | 76,250 | 177,494 | — | — | — | 253,744 | | Constance Freedman | 76,250 | — | 202,525 | — | — | 278,775 | | Thomas Heneghan | 151,250 | — | 253,806 | — | — | 405,056 | | Radhika Papandreou | 76,250 | 152,473 | — | — | — | 228,723 | | Scott Peppet | 76,250 | 164,953 | — | — | — | 241,203 | | Sheli Rosenberg4 | 22,843 | — | — | — | — | 22,843 |

  8. Director Compensation

    (1) For 2024, the Company paid each of its non-executive Directors, with the exception of Mr. Heneghan and Ms. Rosenberg, an annual fee of $76,250 reflecting an increase in the annual fee from $65,000 to $80,000 effective April 1, 2024. Mr. Heneghan received a fee of $151,250 reflecting an increase in his annual fee from $65,000 to $180,000 effective April 1, 2024 for serving as Chairman of the Board. On February 6, 2024, Ms. Rosenberg informed the Board that she would not stand for re-election at the Company's 2024 annual meeting. Ms. Rosenberg received an annual fee of $22,843 for her services through April 30, 2024. (2) These amounts reflect the grant date fair value, as calculated in accordance with FASB ASC Topic 718 "Stock Compensation" ("FASB ASC 718"), related to grants of restricted stock and options to purchase shares of Common Stock made in 2024. Refer to Note 2. "Summary of Significant Accounting Policies" and Note 13. "Equity Incentive Awards," in the Notes to the Consolidated Financial Statements included in the Company's 2024 Form 10-K for the relevant assumptions used to determine the valuation of our restricted stock and stock option awards. The Board historically has approved an annual award of Restricted Stock (as defined below) to non-executive Board members in conjunction with their re-election at the annual meeting of stockholders. On April 30, 2024, upon recommendation of the Compensation Committee, the Board approved the following awards of Restricted Stock to non-executive Directors then in office. Each recipient was allowed to take these shares as stock options (as defined below) equal to five times the number of shares of Restricted Stock that would have been awarded. All shares were granted on May 1, 2024 at a per share price of $60.29, the NYSE closing price of the Company’s Common Stock on April 30, 2024. The number of shares of Restricted Stock awarded was determined by dividing the dollar value of the award by $60.29. •The following Directors: (i) the Chairman of the Board, (ii) the Audit Committee Chairperson and Lead Director, (iii) the Compensation Committee Chairperson, and (iv) the Strategic Planning Committee Chairperson each received an award of Restricted Stock for their services rendered in such capacity in 2024. Mr. Heneghan was awarded shares of Restricted Stock for services rendered as Chairman of the Board valued at $180,000. Mr. Heneghan elected to take these shares as stock options and received an award of 14,930 stock options. Mr. Calian, Mr. Heneghan and Mr. Contis were each awarded shares of Restricted Stock for services rendered as Committee Chairpersons valued at $20,000. In addition, Mr. Calian was awarded shares of Restricted Stock valued at $25,000 for services rendered as Lead Director. Accordingly, Mr. Calian and Mr. Contis were awarded 747 and 332 shares of Restricted Stock, respectively. Mr. Heneghan elected to take these shares as stock options and received an award of 1,660 stock options. One-third of these shares of Restricted Stock and stock options will vest on May 1, 2025, one-third will vest on May 1, 2026, and one-third will vest on April 30, 2027. •With the exception of the Committee Chairpersons, each member of the Audit Committee received an award of 207 shares of Restricted Stock valued at $12,500 and each member of the Compensation Committee and the Strategic Planning Committee received an award of 124 shares of Restricted Stock valued at $7,500 for their services on their respective Committees in 2024. Ms. Freedman elected to take these shares as stock options and received an award of 1,240 stock options. These shares of Restricted Stock and stock options will vest 100% on May 1, 2025. •Each non-executive Director with the exception of the Chairman of the Board received an award of Restricted Stock for their services rendered as a Director during 2024. With the exception of Ms. Freedman, each recipient elected to take this award as Restricted Stock. Mr. Berkenfield, Mr. Burks, Mr. Calian, Mr. Contis, Mr. Peppet and Ms. Papandreou each received an award of 2,405 shares of Restricted Stock valued at $145,000. Ms. Freedman elected to take these shares as stock options and received an award of 12,025 stock options. One-third of these shares of Restricted Stock and stock options vested on November 1, 2024, one-third will vest on May 1, 2025 and one-third will vest on May 1, 2026. As of December 31, 2024, each non-executive Director had the following unexercised stock options and unvested Restricted Stock awards outstanding:

  9. Director Compensation

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Shares of Stock That Have Not Vested | | Andrew Berkenfield | 15,305 | — | 2,218 | | Derrick Burks | — | — | 2,301 | | Philip Calian | — | — | 4,085 | | David Contis | — | — | 2,913 | | Constance Freedman | 34,188 | 11,707 | — | | Thomas Heneghan | — | 16,590 | 1,050 | | Radhika Papandreou | — | — | 1,728 | | Scott Peppet | — | — | 2,425 |

  10. Director Compensation

    (3) During the year ended December 31, 2024, Directors did not receive any perquisites or other compensation. The Company reimburses the Directors for travel expenses incurred in connection with their activities on behalf of the Company. (4) On February 6, 2024, Ms. Rosenberg informed the Board that she would not stand for re-election at the Company's Annual Meeting. Ms. Rosenberg's unvested Restricted Stock fully vested upon her retirement.

  11. Executive Summary

    | What We Do | ✓Have a Compensation Committee comprised solely of independent Directors ✓Engaged an independent compensation consultant to advise the Compensation Committee on executive compensation matters ✓Have an annual review of the Company's compensation strategy conducted by the Compensation Committee that includes a review of compensation-related risk management ✓Have a strong pay for performance compensation philosophy with 60% of the NEOs pay tied solely to performance; therefore aligning the long-term interests of our NEOs with our stockholders ✓Enhance executive retention with time-based, multi-year vesting schedules for equity incentive awards, which comprise a large percentage of total compensation ✓Have performance-based cash bonus compensation ✓Have a Compensation Recovery Policy ✓Have meaningful share ownership guidelines for our Directors and Executive Officers ✓Have a Policy on Securities Trading that, among other things, prohibits our Directors and Executive Officers from engaging in hedging transactions and from pledging Company shares ✓Have a Business Ethics and Conduct Policy, which all employees must follow |

  12. Executive Summary

    | What We Don't Do | X The Company has no employment agreements with NEOs X There are no compensation incentives that encourage excessive risk taking X No hedging or pledging of Company shares is allowed under the Policy on Securities Trading X There are no excise tax gross-up in any change in control or other agreements X There are no excessive perks to our NEOs X There are no personal benefits to NEOs that are not otherwise available to all employees |

  13. Peer Group

    Peer Group For compensation decisions in 2024, the Company used the same peer group of companies that was used in 2023. In 2024, Apartment Income REIT Corp. was acquired and, accordingly, was removed from the Company's peer group. When selecting and re-assessing this peer group, the Compensation Committee took into consideration factors including market capitalization, asset class of the peer group REIT, three-year and five-year total returns, dividend yields, compounded annual funds from operations growth rates, and multiples. The following table shows the Company's peer group for 2024.

  14. Peer Group

    | Peer Company | REIT Type | | American Homes 4 Rent (AMH) | Residential | | AvalonBay Communities, Inc. (AVB) | Residential | | Camden Property Trust (CPT) | Residential | | CubeSmart (CUBE) | Self-Storage | | Equity Residential (EQR) | Residential | | Essex Property Trust, Inc. (ESS) | Residential | | Extra Space Storage Inc. (EXR) | Self-Storage | | Invitation Homes Inc. (INVH) | Residential | | Mid-America Apartment Communities, Inc. (MAA) | Residential | | National Storage Affiliates Trust (NSA) | Self-Storage | | UDR, Inc. (UDR) | Residential |

  15. Elements of Compensation

    Elements of Compensation During the year ended December 31, 2024, there were three major components of executive compensation: Base Salary, Cash Bonus, and performance and time-based Equity Compensation. In conjunction with the CEO, the Compensation Committee reviews our executive salary structure on an annual basis with the use of a tally sheet. The tally sheet summarizes total compensation for each NEO, including Base Salary, Equity Compensation award values, Cash Bonus performance metrics, and all other compensation for the current year. The Compensation Committee uses the tally sheet to quantify each NEO's total compensation and to compare it to the compensation of comparable executives of the companies in our peer group as obtained from the S&P Global database and the compensation overview in the 2024 NAREIT Compensation Survey. The Compensation Committee takes into account a review of executive compensation and performance data on publicly traded REITs in the peer group obtained from the S&P Global database and the compensation overview in the 2024 NAREIT Compensation Survey. The Compensation Committee believes the executive compensation information of our peer group as obtained from the S&P Global database and the compensation overview in the 2024 NAREIT Compensation Survey provides relevant salary data for the Company. The Compensation Committee takes into account the relevant compensation data for each NEO position when designing the compensation program. Where salary information is unavailable for a particular position in the S&P Global database, other positions having similar responsibilities are used. Compensation increases are based upon overall Company performance and upon each NEO’s performance, established goals, and contribution to the Company’s performance. In addition, the Compensation Committee considered the Company's CEO Pay Ratio (as defined below), as described more fully under "CEO Pay Ratio" of this Proxy Statement, in comparison to that of other REITs in our peer group. Aggregate total compensation for our NEOs for 2024 was split among Base Salary, performance-based Cash Bonus, and time-based and performance-based Equity Compensation, as shown in the following chart. All other compensation was less than 1% of the total compensation. The increase in total executive compensation from 2023 to 2024 in the aggregate reflects a 3.0% increase in Base Salaries, which was effective as of April 1, 2024, and an increase in the performance-based Cash Bonus.

  16. Non-Equity Incentive Compensation (Cash Bonus)

    Non-Equity Incentive Compensation (Cash Bonus) The Compensation Committee's practice is to award annual Cash Bonuses based on certain performance targets established by the Compensation Committee for each year after consultation with the CEO. The Compensation Committee determines whether these performance targets were achieved or not and the appropriate award based on an evaluation of each of the established goals. The Compensation Committee selected short-term annual performance metrics that support and ensure the Company's long-term success and profitability. Performance targets are established and communicated to the NEOs when the outcome of the performance targets is substantially uncertain. Performance targets were consistent with earnings guidance expectations publicly disclosed by the Company. The final payout of 2024 Cash Bonuses to the NEOs was in February 2025, after finalization of the year-end earnings results. The aggregate total 2024 maximum Cash Bonus potential for the NEOs was approximately $5.4 million and was comprised of a $4.8 million bonus potential ("2024 Bonus Potential"), a $135,659 core MH revenue stretch goal, a $135,659 core RV revenue stretch goal and a $300,000 FFO stretch goal (collectively, the "2024 Stretch Goals"). The 2024 Cash Bonus paid was based on the pre-established targets approved by the Compensation Committee in February 2024. The following table shows the 2024 Bonus Potential for each NEO and the percentage attributed to each performance target and the discretionary portion based on strategic initiatives. The Cash Bonus paid to all NEOs for the 2024 Bonus Potential was approximately $4.6 million, or 84%, as compared to the total potential of $5.4 million.

  17. Non-Equity Incentive Compensation (Cash Bonus)

    | Name | 2024 Bonus Potential (Amount x Base Salary) | Core MH Revenue Target (1) | Core RV Revenue Target (2) | Site and Member Optimization Target (3) | Core Net Operating Income Target (4) | Rentals/Working Capital Target (5) | Discretionary/Strategic Initiatives (6) | | Marguerite Nader | 2.9 | 14.0% | 14.0% | 14.0% | 14.0% | 14.0% | 30.0% | | Paul Seavey | 2.2 | 14.0% | 14.0% | 14.0% | 14.0% | 14.0% | 30.0% | | Patrick Waite | 2.2 | 14.0% | 14.0% | 14.0% | 14.0% | 14.0% | 30.0% | | David Eldersveld | 2.2 | 14.0% | 14.0% | 14.0% | 14.0% | 14.0% | 30.0% |

  18. Non-Equity Incentive Compensation (Cash Bonus)

    (1)This target required achieving a 6.0% increase in core MH revenues for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which target was met. The total paid for this target was approximately $678,296. (2)This target required that the Company’s annual core RV revenues increase 7.0% and seasonal and transient RV revenues increase 2.0% for the year ended December 31, 2024 as compared to December 31, 2023, which targets were partially met. The total paid for this target was approximately $381,540. (3)This target was comprised of four equal components related to: (i) membership dues revenue; (ii) the number of paid member sales units; (iii) RV dealer activations; and (iv) completion of expansion sites, which component targets were partially met. The total paid for this target was approximately $551,116. (4)This target was comprised of two components related to: (i) core net operating income, excluding property management expense, to increase 5.6% for the year ended December 31, 2024 as compared to the year ended December 31, 2023, and (ii) core expense growth less than 28.1% of core revenues for the year ended December 31, 2024, which component targets were met. The total paid for this target was approximately $678,296. (5)This target was comprised of four equal components related to: (i) reduction of working capital commitment, which target was met; (ii) an increase in occupancy from homeowners, which target was met; (iii) reduction of rental expenses, which target was not met; and (iv) management of chattel financing, which target was met. The total paid for this target was approximately $508,722. (6)At the beginning of 2024, the Compensation Committee, in consultation with Ms. Nader, developed strategic initiatives upon which each NEO would be evaluated and which would be used in determining the discretionary portion of their Cash Bonuses, but not to exceed 30% of the 2024 Bonus Potential. Management focused on key strategic areas for the Company including, but not limited to, revenue management, home and membership sales, expense management, property maintenance and improvements, portfolio assessment, property development, innovation and technology, sustainability initiatives and employee relations. Throughout 2024, each NEO met with Ms. Nader to discuss achievement of these strategic initiatives. The Compensation Committee reviewed these evaluations and considered the results of these evaluations in the overall assessment of each NEO’s performance. Payment of the discretionary component is at the discretion of the Compensation Committee based on its assessment of the achievement of the strategic initiatives established for the executive officer team, as a whole. The strategic initiatives were also reviewed and discussed with the Strategic Planning Committee. As a result, Mr. Seavey, Mr. Waite, and Mr. Eldersveld each received 100% of the discretionary portion of the 2024 Bonus Potential. The Compensation Committee’s evaluation of Ms. Nader’s achievements included a review of the Company’s overall performance, as well as the attainment of the strategic initiative goals by each of the other NEOs. Ms. Nader received 100% of her discretionary portion of the 2024 Bonus Potential. The total paid to all NEOs for discretionary portion of their 2024 Bonus Potential was approximately $1.5 million. In addition to the 2024 Bonus Potential, the NEOs had the opportunity to earn an additional Cash Bonus related to the 2024 Stretch Goals. A total of $300,000 was paid to the NEOs with respect to the 2024 Stretch Goals, or 52.5%, as compared to the total potential of $571,318. The 2024 Stretch Goals required (i) certain increases in the Company's core MH revenues, which target was not met, (ii) certain increases in core RV revenues, which target was not met, and (iii) certain increases in Normalized FFO, which target was met.

  19. Equity-Based Retention and Incentive Compensation (Equity Compensation)

    Equity-Based Retention and Incentive Compensation (Equity Compensation) The Company has made Restricted Stock grants to provide long-term incentives that aid in retention and further align our NEOs' interests with those of our stockholders. The Company recognizes that the interests of stockholders are best served by giving our NEOs the opportunity to participate in the appreciation of the Company’s Common Stock. On May 13, 2014, our stockholders approved the Company's 2014 Equity Incentive Plan. The Company has awarded Restricted Stock to our NEOs in accordance with and pursuant to the authority set forth in the 2014 Equity Incentive Plan. On April 30, 2024, the Company's stockholders approved the 2024 Equity Incentive Plan. All Restricted Stock awards made on May 1, 2024 and thereafter, were in accordance with the 2024 Equity Incentive Plan. All Restricted Stock Awards were approved by the Compensation Committee prior to the award date. Upon vesting of the Restricted Stock awards, at the NEO's option, the Company will buy back a portion of the stock to provide the NEO with the ability to receive the vested stock, net of applicable tax effects. To further align the interests of our NEOs with our stockholders by linking a larger portion of our NEOs' compensation to their performance and to create stronger retention incentives, the Compensation Committee awards Restricted Stock to the NEOs on an annual basis with long-term vesting. These annual awards have vesting periods longer than one year and include a time-based vesting component and a performance-based vesting component. Information regarding the annual awards of Restricted Stock for 2021, 2022, 2023 and 2024 (the "2021 Award," the "2022 Award," the "2023 Award" and the "2024 Award," respectively, and collectively, the "Restricted Stock Awards") is set forth below. The number of shares of Restricted Stock awarded in 2021, 2022, 2023 and 2024 was determined by dividing the dollar value of the award by the closing price of the Company's Common Stock on the award date. For each of the Restricted Stock Awards, vesting is subject to the NEO's satisfaction of the applicable continued service requirement and vesting of the performance-based portion of the awards is further subject to the satisfaction of performance conditions as further described in the "Performance Conditions" section of this CD&A. The following tables provide information for each of the Restricted Stock Awards.

  20. Equity-Based Retention and Incentive Compensation (Equity Compensation)

    | 2021 Award | | | | | Approval Date: February 8, 2021 | | | | | Award Date: February 9, 2021 | | | | | Award Date Fair Value: $63.78 | | | | | | Total Award | Time-Based Vesting(a) | Performance-Based Vesting(b) | | Marguerite Nader | 28,516 | 14,258 | 14,258 | | Paul Seavey | 22,532 | 11,266 | 11,266 | | Patrick Waite | 22,532 | 11,266 | 11,266 | | David Eldersveld | 13,758 | 6,879 | 6,879 | | (a) One-third vested on January 31, 2022, one-third vested on January 27, 2023 and one-third vested on January 26, 2024. (b) One-third vested on January 31, 2022, one-third vested on January 31, 2023 and one-third vested on January 30, 2024, subject to satisfaction of performance conditions as further discussed below. | | | |

  21. Equity-Based Retention and Incentive Compensation (Equity Compensation)

    | 2022 Award | | | | | Approval Date: February 7, 2022 | | | | | Award Date: February 8, 2022 | | | | | Award Date Fair Value: $76.00 | | | | | | Total Award | Time-Based Vesting(a) | Performance-Based Vesting(b) | | Marguerite Nader | 23,931 | 11,965 | 11,966 | | Paul Seavey | 18,909 | 9,454 | 9,455 | | Patrick Waite | 18,909 | 9,454 | 9,455 | | David Eldersveld | 13,158 | 6,579 | 6,579 | | (a) One-third vested on January 27, 2023, one-third vested on January 26, 2024 and one-third vested on January 31, 2025. (b) One-third vested on January 31, 2023, one-third vested on January 30, 2024 and one-third vested on January 31, 2025, subject to satisfaction of performance conditions as further discussed below. | | | |

  22. Equity-Based Retention and Incentive Compensation (Equity Compensation)

    | 2023 Award | | | | | Approval Date: February 6, 2023 | | | | | Award Date: February 7, 2023 | | | | | Award Date Fair Value: $72.51 | | | | | | Total Award | Time-Based Vesting(a) | Performance-Based Vesting(b) | | Marguerite Nader | 25,083 | 12,541 | 12,542 | | Paul Seavey | 19,819 | 9,909 | 9,910 | | Patrick Waite | 19,819 | 9,909 | 9,910 | | David Eldersveld | 13,791 | 6,895 | 6,896 | | (a) One-third vested on January 30, 2024, one-third vested on February 4, 2025 and one-third vests on February 3, 2026. (b) One-third vested on January 30, 2024, one-third vested on February 4, 2025 and one-third vests on February 3, 2026, subject to satisfaction of performance conditions as further discussed below. | | | |

  23. Equity-Based Retention and Incentive Compensation (Equity Compensation)

    | 2024 Award | | | | | Approval Date: February 2, 2024 | | | | | Award Date: February 6, 2024 | | | | | Award Date Fair Value: $67.05 | | | | | | Total Award | Time-Based Vesting(a) | Performance-Based Vesting(b) | | Marguerite Nader | 27,125 | 13,562 | 13,563 | | Paul Seavey | 21,433 | 10,716 | 10,717 | | Patrick Waite | 21,433 | 10,716 | 10,717 | | David Eldersveld | 14,914 | 7,457 | 7,457 | | (a) One-third vested on February 4, 2025, one-third vests on February 3, 2026 and one-third vests on February 2, 2027. (b) One-third vested on February 4, 2025, one-third vests on February 3, 2026 and one-third vests on February 2, 2027, subject to satisfaction of performance conditions as further discussed below. | | | |

  24. Time Conditions

    Time Conditions 50% of the Restricted Stock Awards awarded in each year vest in equal annual installments over three years after grant, subject to satisfaction of continuous employment by the NEO through the end of the year prior to the vesting date (the "Explicit Service Period")

  25. Performance Conditions

    Performance Conditions 50% of the Restricted Stock Awards awarded in each year are performance-based and vest in equal annual installments over three years, subject to the satisfaction of performance conditions established by the Compensation Committee at the beginning of each of the three performance periods and the Explicit Service Period requirements. In accordance with FASB ASC 718, the accounting rules applicable to our stock-based incentive awards, for financial reporting purposes, the performance-based portion of the Restricted Stock Awards are deemed granted on the date the performance conditions are established and effective as approved by the Compensation Committee ("Grant Date") and, accordingly, are included in the Summary Compensation Table of this Proxy Statement in the year the performance conditions are approved and effective. The value of the performance-based portion of the Restricted Stock Awards is based on the closing price of the Company's stock on the effective date of the performance conditions (the "Grant Date Fair Value") and that amount is shown in the Summary Compensation Table, even if the awards are subsequently forfeited. 2022 Performance Conditions: Effective February 8, 2022, the Compensation Committee established the performance conditions for the performance-based portion of the Restricted Stock Awards in respect of the 2022 performance year. As such, one-third of the performance-based portion of the 2020 Awards, 2021 Awards and 2022 Awards was deemed granted on February 8, 2022 with a Grant Date Fair Value of $76.00 per share. On January 18, 2023, the Compensation Committee determined that such vesting criteria had been met and all of this portion of the 2020 Awards, 2021 Awards and 2022 Awards vested on January 31, 2023 as follows:

  26. Performance Conditions

    2023 Performance Conditions: Effective February 7, 2023, the Compensation Committee established performance conditions for the performance-based portion of the Restricted Stock Awards in respect of the 2023 performance year. As such, one-third of the performance-based portion of 2021 Awards, 2022 Awards and 2023 Awards was deemed granted on February 7, 2023 with a Grant Date Fair Value of $72.51 per share. On January 18, 2024, the Compensation Committee determined that such vesting criteria had been met and all of this portion of the 2021 Awards, 2022 Awards and 2023 Awards vested on January 30, 2024 as follows:

  27. CEO Compensation

    CEO Compensation Ms. Nader’s 2024 compensation consisted of a Base Salary of $668,429 and a performance-based Cash Bonus award of $1,775,985. During the year ended December 31, 2024, Ms. Nader acquired 25,843 shares of Restricted Stock upon vesting with a value on vesting of $1,723,747. The Compensation Committee established Ms. Nader’s compensation based on the principles previously discussed in this CD&A. Ms. Nader received no compensation or stock grants for her service on the Board.

  28. Severance Benefits

    Severance Benefits None of the Company’s NEOs have any arrangements that provide for payment of severance benefits.

  29. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation The Company does not provide any pension benefits, non-qualified defined contribution or other deferred compensation plans.

  30. Change in Control

    Change in Control None of the Company's NEOs are entitled to any payment upon a change in control of the Company. However, the vesting of Restricted Stock grants is subject to acceleration upon a change in control of the Company or in the event of the death or disability of the recipient. As of December 31, 2024, non-vested Restricted Stock Awards for the NEOs were as shown in the "Outstanding Equity Awards at Fiscal Year-End" table of this Proxy Statement.

  31. 2025 Executive Compensation

    | Name | Title | Bonus Potential | | Marguerite Nader | President and Chief Executive Officer | 290% of annual salary | | Paul Seavey | Executive Vice President and Chief Financial Officer | 220% of annual salary | | Patrick Waite | Executive Vice President and Chief Operating Officer | 220% of annual salary | | David Eldersveld | Executive Vice President, Chief Legal Officer and Corporate Secretary | 220% of annual salary |

  32. 2025 Executive Compensation

    Under the Plan, payment of 70% of the 2025 Cash Bonus potential is contingent upon the achievement of certain operational targets, including, but not limited to, goals related to core MH revenues, core RV revenues, site and member optimization, core net operating income and expense control and working capital. The Compensation Committee will determine whether these performance targets were achieved or not and the appropriate award based on an evaluation of each of the established goals. Payment of the remaining 30% of the 2025 Cash Bonus potential is at the discretion of the Compensation Committee based on its assessment of the achievement of various strategic initiatives. This amount is established for the NEOs, as a whole, and the Compensation Committee has the discretion to apportion the amount amongst the eligible NEOs. In addition, if the NEOs exceed by specified amounts certain operational targets relating to core MH revenues, core RV revenues, core net operating income and Normalized FFO, the total 2025 Cash Bonus potential may be increased by up to an additional $879,458, which would be shared amongst the NEOs. 2025 Cash Bonus payments will be made in cash and will be paid subsequent to the year ending December 31, 2025, after finalization of the Company’s results of operations and upon review and approval by the Compensation Committee. The amount paid to each NEO is subject to the discretion of the Compensation Committee. On February 4, 2025, the Compensation Committee approved the 2025 Restricted Stock Award (the "2025 Award") in accordance with and pursuant to the authority set forth in the 2024 Equity Incentive Plan. On February 4, 2025, Ms. Nader, Mr. Seavey, Mr. Waite and Mr. Eldersveld were awarded 90,253 shares of Restricted Stock in accordance with the 2025 Award as shown in the table below. The number of shares of Restricted Stock awarded was determined by dividing the dollar value of the award by the closing price of the Company's Common Stock on February 4, 2025, or $64.97 per share.

  33. 2025 Executive Compensation

    | 2025 Award | | | | | Approval Date: February 4, 2025 | | | | | Award Date: February 4, 2025 | | | | | Award Date Fair Value: $64.97 | | | | | | Total Award | Time-Based Vesting(a) | Performance-Based Vesting(b) | | Marguerite Nader | 28,834 | 14,417 | 14,417 | | Paul Seavey | 22,783 | 11,391 | 11,392 | | Patrick Waite | 22,783 | 11,391 | 11,392 | | David Eldersveld | 15,853 | 7,926 | 7,927 | | (a) One-third vests on February 3, 2026, one-third vests on February 2, 2027 and one-third vests on February 1, 2028. (b) One-third vests on February 3, 2026, one-third vests on February 2, 2027 and one-third vests on February 1, 2028, subject to satisfaction of performance conditions as further discussed below. | | | |

  34. Summary Compensation Table

    Summary Compensation Table The following table includes information concerning compensation paid to or earned for the year ended December 31, 2024 by the Company's Chief Executive Officer, Chief Financial Officer, and those other persons who were, at December 31, 2024, Executive Officers of the Company, who we collectively refer to as the NEOs. The Company has not entered into any employment agreements with any of the NEOs. When setting total compensation for each of the NEOs, the Compensation Committee reviews all components of compensation, including equity and non-equity based compensation. In January 2023, 2024 and 2025, the Compensation Committee approved the final short-term incentive plan (Cash Bonus) payments for each NEO as described below, with the substantial majority of such payments determined based on pre-established performance targets. Such annual performance-based Cash Bonus payments are characterized as "Non-Equity Incentive Plan Compensation" in the table below. The Stock Awards column reflects the grant date fair value of the Restricted Stock Awards granted to the NEOs, with the time-based portion of the Restricted Stock Awards being shown in the table in the year of grant and the performance-based portion of the Restricted Stock Awards being shown in the year in which the performance conditions were approved by the Compensation Committee. For the years ended December 31, 2024, 2023 and 2022, for all the NEOs on an aggregate basis, Base Salary (Salary) accounted for approximately 17%, 16% and 16%, respectively, of total compensation; Equity Compensation (Stock Awards) accounted for approximately 45%, 47% and 50%, respectively, of total compensation; and Cash Bonus (Non-Equity Incentive Plan Compensation) accounted for approximately 38%, 37% and 34%, respectively, of total compensation.

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Marguerite Nader President and Chief Executive Officer | 2024 | $688,372 | $1,760,264 | $1,775,985 | $13,800 | $4,238,421 | | | 2023 | $641,568 | $1,846,322 | $1,759,376 | $13,200 | $4,260,466 | | | 2022 | $616,985 | $1,887,308 | $1,546,808 | $12,200 | $4,063,301 | | Paul Seavey Executive Vice President and Chief Financial Officer | 2024 | $453,523 | $1,390,818 | $925,159 | $13,800 | $2,783,300 | | | 2023 | $422,686 | $1,458,901 | $916,859 | $13,200 | $2,811,646 | | | 2022 | $406,490 | $1,491,272 | $810,616 | $12,200 | $2,720,578 | | Patrick Waite Executive Vice President and Chief Operating Officer | 2024 | $453,523 | $1,390,818 | $925,159 | $13,800 | $2,783,300 | | | 2023 | $422,686 | $1,458,901 | $916,859 | $13,200 | $2,811,646 | | | 2022 | $406,490 | $1,491,272 | $810,616 | $12,200 | $2,720,578 | | David Eldersveld Executive Vice President, Chief Legal Officer and Corporate Secretary | 2024 | $453,523 | $967,800 | $925,159 | $13,800 | $2,360,282 | | | 2023 | $422,686 | $991,864 | $916,859 | $13,200 | $2,344,609 | | | 2022 | $406,490 | $992,256 | $810,616 | $12,200 | $2,221,562 |

  36. Summary Compensation Table

    (1)These amounts reflect the Grant Date Fair Value of Restricted Stock Awards, calculated in accordance with FASB ASC 718 based on the Company's closing stock price on the Grant Date. In accordance with FASB ASC 718, the performance-based portion of the 2022 Awards, 2023 Awards and 2024 Awards were deemed granted on the date on which the performance conditions were approved and deemed effective by the Compensation Committee at the target Grant Date value as the probability of achievement of the performance target at that time was 100%. The settlement on the Restricted Stock Awards is further described in the CD&A section of this Proxy Statement. All holders of Restricted Stock receive any dividends paid on such shares whether or not vested. (2)A substantial majority of the NEOs’ annual short-term incentive plan Cash Bonus payment is based on pre-established performance targets as communicated to the NEOs at the beginning of the year, and therefore, such amounts are classified as non-equity incentive plan compensation in this table. In February 2024, 2023 and 2022, the Compensation Committee approved the 2024, 2023 and 2022 bonus potential and performance targets, respectively. In January 2025, 2024 and 2023, after assessment of the achievement of such performance targets, the Compensation Committee approved and the NEOs received their annual Cash Bonus for each of the years ended December 31, 2024, 2023 and 2022, respectively. See the CD&A section of this Proxy Statement for further discussion of the 2024 performance targets. On February 4, 2025, the Compensation Committee approved the 2025 Executive Bonus Plan. Information regarding the 2025 Executive Bonus Plan is included in the CD&A section of this Proxy Statement and in a Current Report on Form 8-K filed with the SEC on February 7, 2025. There were no long-term non-equity incentive plan compensation awards granted to the NEOs in 2022, 2023, or 2024. (3)Includes employer-matching contributions pursuant to the Equity LifeStyle Properties, Inc. Retirement Savings Plan of $13,800, $13,200 and $12,200 for the years ended December 31, 2024, 2023 and 2022, respectively.

  37. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the Company’s NEOs for the year ended December 31, 2024. All awards were approved on February 2, 2024 and the restricted stock awards were effective and awarded on February 6, 2024.

  38. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(2) | Maximum (#) | | | | Marguerite Nader | 02/02/24(1) | — | 1,540,463 | 2,121,996 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 12,691 | — | 13,562 | 1,760,264 | | Paul Seavey | 02/02/24(1) | — | 807,444 | 1,098,097 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 10,027 | — | 10,716 | 1,390,818 | | Patrick Waite | 02/02/24(1) | — | 807,444 | 1,098,097 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 10,027 | — | 10,716 | 1,390,818 | | David Eldersveld | 02/02/24(1) | — | 807,444 | 1,098,097 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 6,977 | — | 7,457 | 967,800 |

  39. Grants of Plan-Based Awards

    (1)Payment of the 2024 awards was based on the achievement of the following performance targets: 14.0% related to achieving a benchmark in core MH revenues; 14.0% related to achieving a benchmark in core RV revenues; 14.0% related to achieving a benchmark in dues revenue and site and member optimization; 14.0% related to achieving a benchmark in core net operating income and expense control; 14.0% related to achieving a working capital benchmark and 30.0% was at the discretion of the Compensation Committee after evaluation of each NEO's performance, including an analysis of the achievement of strategic initiatives during the year. In addition, each NEO was awarded an additional amount upon partial achievement of the 2024 Stretch Goals. The 2024 maximum amounts represent the total potential bonus award. The 2024 target amounts reflect the non-discretionary portion of the 2024 Bonus Potential and the 2024 Stretch Goals. Payment of the 2024 awards was made in January 2025. (2)These amounts reflect the number of shares of Restricted Stock granted to each NEO and include the performance-based portion of the 2022 Awards, 2023 Awards and 2024 Awards based on performance conditions approved and effective on February 6, 2024. These shares vested upon the achievement of the Normalized FFO per Common Share (fully diluted) target for the year ended December 31, 2024, such target being between $2.83 and $2.93. (3)These amounts reflect the number of shares of Restricted Stock granted to each NEO and include the time-based portion of the 2024 Awards granted on February 6, 2024. These shares vested one-third on February 4, 2025 and will vest one-third on February 3, 2026 and one-third on February 2, 2027. (4)This amount reflects the Grant Date Fair Value of Restricted Stock Awards calculated in accordance with FASB ASC 718 based on (i) the Company's closing stock price of $67.05 on February 6, 2024, (i.e., the grant date of the 2024 Awards) for the time-based portion of the 2024 Awards and (ii) the Grant Date Fair Value of $67.05 per share for the performance-based portion of the 2022 Awards, 2023 Awards and 2024 Awards when performance conditions were approved and effective on February 6, 2024.

  40. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes certain information with respect to the value of all non-vested Restricted Stock Awards previously awarded to the NEOs that were outstanding as of December 31, 2024. The NEOs have not been awarded stock options.

  41. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards (1) | | | | | | Name | Awards | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Marguerite Nader | 2022 Awards | 3,989 (2) | $265,667 | 3,989 (2) | $265,667 | | | 2023 Awards | 8,361 (3) | $556,843 | 8,362 (4) | $556,909 | | | 2024 Awards | 13,562 (5) | $903,229 | 13,563 (6) | $903,296 | | Paul Seavey | 2022 Awards | 3,152 (2) | $209,923 | 3,152 (2) | $209,923 | | | 2023 Awards | 6,606 (3) | $439,960 | 6,607 (4) | $440,026 | | | 2024 Awards | 10,716 (5) | $713,686 | 10,717 (6) | $713,752 | | Patrick Waite | 2022 Awards | 3,152 (2) | $209,923 | 3,152 (2) | $209,923 | | | 2023 Awards | 6,606 (3) | $439,960 | 6,607 (4) | $440,026 | | | 2024 Awards | 10,716 (5) | $713,686 | 10,717 (6) | $713,752 | | David Eldersveld | 2022 Awards | 2,193 (2) | $146,054 | 2,193 (2) | $146,054 | | | 2023 Awards | 4,597 (3) | $306,160 | 4,598 (4) | $306,227 | | | 2024 Awards | 7,457 (5) | $496,636 | 7,457 (6) | $496,636 |

  42. Outstanding Equity Awards at Fiscal Year-End

    (1)The market value of Stock Awards that had not vested as of December 31, 2024 was based on a closing price of the Company’s Common Stock on December 31, 2024, or $66.60. Upon vesting of these stock awards, at the NEO's option, the Company will buy back a portion of the stock to provide the NEO with the ability to receive the vested stock net of applicable tax effects. (2)The time-based portion and the performance-based portion of these 2022 Awards vested on January 31, 2025. (3)The time-based portion of these 2023 Awards vested one-half on February 4, 2025 and will vest one-half on February 3, 2026, subject to the satisfaction of the Explicit Service Period requirement. (4)The performance-based portion of these 2023 Awards vested one-half on February 4, 2025 and will vest one-half on February 3, 2026, subject to satisfaction of the Explicit Service Period requirement and performance criteria. (5)The time-based portion of these 2024 Awards vested one-third on February 4, 2025, and will vest one-third on February 3, 2026 and one-third on February 2, 2027, subject to the satisfaction of the Explicit Service Period requirement. (6)The performance-based portion of these 2024 Awards vested one-third on February 4, 2025, and will vest one-third on February 3, 2026 and one-third on February 2, 2027, subject to satisfaction of the Explicit Service Period requirement and the performance criteria.

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table includes certain information with respect to the stock vested for each of the NEOs for the year ended December 31, 2024.

  44. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) | | Marguerite Nader | 25,843 | $1,723,747 | | Paul Seavey | 20,421 | $1,362,096 | | Patrick Waite | 20,421 | $1,362,096 | | David Eldersveld | 13,568 | $905,050 |

  45. Option Exercises and Stock Vested

    (1) Upon vesting of these stock awards, the Company purchased 9,300, 6,914, 6,915 and 4,061 shares from Ms. Nader, Mr. Seavey, Mr. Waite and Mr. Eldersveld, respectively, to pay their respective withholding taxes.

  46. Potential Payments Upon Termination of Employment or Change In Control

    Potential Payments Upon Termination of Employment or Change In Control None of our NEOs is entitled to any payment upon a change in control of the Company or a termination of employment. However, the vesting of Restricted Stock awards is subject to acceleration upon a change of control of the Company or in the case of death or disability of the recipient. The number of shares of restricted stock held by our NEOs that was not vested as of December 31, 2024 is shown in the "Outstanding Equity Awards at Fiscal Year-End" table of this Proxy Statement. The NEOs have not been awarded stock options.

  47. CEO Pay Ratio

    CEO Pay Ratio We have estimated the ratio between our CEO's annual total compensation and the median annual total compensation for all employees (except our CEO) ("CEO Pay Ratio"). For purposes of determining the CEO Pay Ratio, we considered all active employees as of November 30, 2024, including full-time, part-time and temporary employees. For 2024, the median of the annual total compensation of all employees of the Company (other than our CEO), was $37,728 and the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $4,276,945, which amount includes the 2024 Award of 27,125 shares at an Award Date Fair Value of $67.05 per share, as further described in the CD&A section of this Proxy Statement. Based on this information, for 2024, the CEO Pay Ratio was estimated to be 113:1.

  48. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and the Company's performance.

  49. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions)(7) | Normalized Funds From Operations (millions)(8) | | | | | | | Total Stockholder Return (5) | FTSE NAREIT All Equity REITs Index (6) | | | | 2024 | $4,238,421 | $4,208,452 | $2,642,293 | $2,621,579 | $107 | $118 | $367.0 | $572.9 | | 2023 | $4,260,466 | $4,561,177 | $2,655,967 | $2,865,811 | $110 | $112 | $314.2 | $537.5 | | 2022 | $4,063,301 | $3,280,347 | $2,554,239 | $2,012,288 | $98 | $101 | $284.6 | $513.1 | | 2021 | $4,138,489 | $5,513,408 | $2,400,219 | $3,227,093 | $130 | $134 | $262.5 | $469.0 | | 2020 | $3,856,959 | $3,425,510 | $2,413,795 | $2,128,993 | $92 | $95 | $228.3 | $408.3 |

  50. Pay Versus Performance

    (1) These dollar amounts are the amounts of total compensation reported for Ms. Nader, our CEO and Principal Executive Officer ("PEO"), for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to "Executive Compensation - Summary Compensation Table" of this Proxy Statement. (2) These dollar amounts represent the amount of "compensation actually paid" to Ms. Nader, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Nader during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Nader's total compensation for each year to determine the compensation actually paid:

  51. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2024 | $4,238,421 | $(1,760,264) | $1,730,295 | $4,208,452 | | 2023 | $4,260,466 | $(1,846,322) | $2,147,033 | $4,561,177 | | 2022 | $4,063,301 | $(1,887,308) | $1,104,354 | $3,280,347 | | 2021 | $4,138,489 | $(1,826,474) | $3,201,393 | $5,513,408 | | 2020 | $3,856,959 | $(2,093,977) | $1,662,528 | $3,425,510 |

  52. Pay Versus Performance

    (a) The Grant Date Fair Value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  53. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Condition in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $1,748,450 | $(48,659) | $(68,484) | $— | $98,988 | $1,730,295 | | 2023 | $1,796,160 | $75,616 | $184,784 | $— | $90,473 | $2,147,033 | | 2022 | $1,604,212 | $(314,377) | $(269,444) | $— | $83,963 | $1,104,354 | | 2021 | $2,510,232 | $721,856 | $(81,275) | $(30,652) | $81,232 | $3,201,393 | | 2020 | $1,806,077 | $(312,737) | $87,320 | $— | $81,868 | $1,662,528 |

  54. Pay Versus Performance

    (3) These dollar amounts represent the average of the amounts reported for the Company's NEOs as a group, excluding Ms. Nader, in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Mr. Seavey, Mr. Waite and Mr. Eldersveld; (ii) for 2023, Mr. Seavey, Mr. Waite and Mr. Eldersveld; (iii) for 2022, Mr. Seavey, Mr. Waite and Mr. Eldersveld; (iv) for 2021, Mr. Seavey, Mr. Waite, Mr. Roger Maynard, a former NEO, and Mr. Eldersveld; and (v) for 2020, Mr. Seavey, Mr. Waite and Mr. Maynard. (4) These amounts represent the average amount of "compensation actually paid" to the NEOs as a group, excluding Ms. Nader, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned or paid to the NEOs as a group, excluding Ms. Nader, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group, excluding Ms. Nader for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

  55. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $2,642,293 | $(1,249,812) | $1,229,098 | $2,621,579 | | 2023 | $2,655,967 | $(1,303,222) | $1,513,066 | $2,865,811 | | 2022 | $2,554,239 | $(1,324,933) | $782,982 | $2,012,288 | | 2021 | $2,400,219 | $(1,143,444) | $1,970,318 | $3,227,093 | | 2020 | $2,413,795 | $(1,430,682) | $1,145,880 | $2,128,993 |

  56. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  57. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Year over year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividend or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $1,241,424 | $(34,549) | $(48,062) | $— | $70,285 | $1,229,098 | | 2023 | $1,267,815 | $53,058 | $128,335 | $— | $63,858 | $1,513,066 | | 2022 | $1,126,150 | $(216,157) | $(185,623) | $— | $58,612 | $782,982 | | 2021 | $1,571,547 | $416,144 | $(50,347) | $(17,882) | $50,856 | $1,970,318 | | 2020 | $1,233,978 | $(205,367) | $60,941 | $— | $56,328 | $1,145,880 |

  58. Pay Versus Performance

    (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. (6) Represents the TSR for the FTSE NAREIT All Equity REITs Index. (7) These amounts represent the amount of net income reflected in the Company's audited financial statements for the applicable year. (8) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that Normalized FFO is the financial performance measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to Company performance. See Appendix A to this Proxy Statement for a discussion and reconciliation of Normalized FFO to the most directly comparable GAAP measure.

  59. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the CD&A section of this Proxy Statement, the Company's executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not present in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relations between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR of the Company: As demonstrated by the following graph, the amount of compensation actually paid to Ms. Nader and the average amount of compensation actually paid to the Company's NEOs as a group, excluding Ms. Nader, is aligned with the Company's cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with the Company's cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Ms. Nader and to the other NEOs is comprised of equity awards. As described in more detail in the CD&A section of this Proxy Statement, the Company targets that approximately 45% of the value of total compensation awarded to the NEOs is comprised of equity awards with 50% being time-based and 50% being performance-based. Compensation Actually Paid and Net Income: The following chart shows the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs as compared to Net Income. As described in more detail in the CD&A section of this Proxy Statement, the Company targets that approximately 38% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company's short-term incentive compensation program. Compensation Actually Paid and Normalized FFO: The following chart shows the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs as compared to Normalized FFO. See Appendix A to this Proxy Statement for a discussion and reconciliation of Normalized FFO to the most directly comparable GAAP measure. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that Normalized FFO is the financial measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company's NEOs, for the year ended December 31, 2024, to Company performance. The Company utilizes Normalized FFO when setting goals in the Company's short-term incentive compensation program, as well as for setting goals for performance-based Restricted Stock that are awarded to the NEOs. As described in more detail in the CD&A section of this Proxy Statement, the Company targets that approximately 38% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company short-term incentive compensation program and approximately 45% of the value of total compensation awarded to the NEOs is to be comprised of equity awards of which 50% of the equity awards are performance-based Restricted Stock. Cumulative TSR of the Company and FTSE NAREIT All Equity REITs Index: As demonstrated by the following graph, the Company's cumulative TSR over the five-year period presented in the table was $107, which was aligned with the FTSE NAREIT All Equity REITs Index over the five years presented in the table.