DEF 14A of Sun Communities Inc, Apr 1, 2025

DEF 14A of Sun Communities Inc

Filed Apr 1, 2025 · FY20240000912593-25-000147

Open on EDGAR

  1. NOMINEE BIOGRAPHICAL SUMMARY

    NOMINEE BIOGRAPHICAL SUMMARY

  2. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Gary A. Shiffman Chairman and CEO, Sun Communities, Inc. Age: 70 Director since: 1993 Current Committee: Executive | | Directorship Experience | | | •Director, Sun Communities, Inc. | | | Career Highlights and Qualifications | | | •Actively involved in the management, acquisition, rezoning, expansion, marketing, construction and development of MH and RV communities for over 40 years •Extensive network of industry relationships developed over the past 30+ years •Direct holdings through family-related interests in various real estate asset classes (office, multi-family, industrial, residential and retail) | |

  3. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Tonya Allen Director, Sun Communities, Inc. President of the McKnight Foundation Age: 52 Director since: 2021 Current Committees: CEO Succession Co-Chair, NCG, Compensation | | Directorship Experience | | | •Board Member, Living Cities •Trustee, GHR Foundation | | | Career Highlights and Qualifications | | | •Institutional investment experience with private and public endowments, with large public and private equity holdings. Current stewardship includes oversight of a $2.8 billion endowment. •Impact investing expertise and co-chair of US Impact Alliance’s Presidents Council for Impact Investing, includes 20 leading foundations with $80B assets under management •Sustainability leadership in climate and energy, diversity and inclusion, and economic development, including education and talent •Current Member of the General Motors Inclusion Advisory Board and serves or served as an advisor to Quicken Loans, CMS Energy, DTE Energy, Huntington and PNC Banks regarding inclusion or corporate responsibility efforts •Demonstrated track record of devising corporate responsibility strategies that have received national accolades and state regulatory approvals •Former President and CEO of The Skillman Foundation •Fellowships with the German Marshall Fund, Aspen Institute, Pahara Institute, Rockwood Leadership Institute, and American Enterprise Institute •Strategic impact lauded by Detroit News (Michiganian of the Year), Crain's Detroit Business (News Makers of the Year & 100 Most Influential Women), Chronicle of Philanthropy (Five Innovators to Watch) and Twin Cities Business (Top 100 and 2023 10 People to Watch) •Master's in Public Health, Master's in Social Work, and Bachelor's in Sociology from the University of Michigan, executive education at Harvard University, and honorary doctorate from Ecumenical Theological Seminary | |

  4. NOMINEE BIOGRAPHICAL SUMMARY

    | 2025 Proxy Statement | 19 |

  5. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Meghan G. Baivier Director, Sun Communities, Inc. CFO of Aligned Data Centers, LLC Age: 45 Director since: 2017 Current Committees: NCG Chair, Audit, CEO Succession | | Directorship Experience | | | •Sun Communities, Inc. | | | Career Highlights and Qualifications | | | •Joined Aligned Data Centers in 2024 as its CFO, leading the finance function at a rapidly growing data center REIT •Formerly held several leadership roles at Easterly Government Properties, Inc., including President, COO and CFO •Financial advisory and capital markets transaction experience as former Vice President of Citigroup’s Real Estate and Lodging Investment Banking group •Former Equity Research Associate with Chilton Investment Company and High Yield Research Associate at Fidelity Management •MBA from Columbia Business School, awarded the prestigious Feldberg Fellowship and BA from Wellesley College | |

  6. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Jeff T. Blau Director, Sun Communities, Inc. CEO and Partner of Related Companies L.P. Age: 56 Director since: 2023 Current Committees: Capital Allocation Chair, CEO Succession Co-Chair, Compensation | | Directorship Experience | | | •Serves on the Board of Directors of Equinox Holdings, Inc. •Chair of the Equity, Diversity and Inclusion Committee of the Board of the Real Estate Roundtable •Chairman of energyRe, a clean energy development company •Serves on the Board of multiple non-profit organizations, including Central Park Conservancy, the New York Partnership Fund, Robin Hood Foundation, Trinity School, Lincoln Center and The Mount Sinai Medical center | | | Career Highlights and Qualifications | | | •CEO of Related Companies, responsible for strategic direction, acquisitions, new development opportunities, and financing activities across all business platforms •MBA from the Wharton School of the University of Pennsylvania, BBA from the University of Michigan •Named to Crains New York’s New Influential list of 25 leaders reshaping New York | |

  7. NOMINEE BIOGRAPHICAL SUMMARY

    | 20 | Sun Communities, Inc. |

  8. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Mark A. Denien Former Executive Vice President and Chief Financial Officer of Duke Realty Corporation Age: 58 | | Directorship Experience | | | •Serves as Board Member, Chair of the Audit Committee, and Compensation Committee member of Acadia Realty Trust (NYSE: AKR) •Past Chair and current member of the Board of Directors of Goodwill Industries of Central and Southern Indiana | | | Career Highlights and Qualifications | | | •Over 20 years of financial experience in real estate investment •Served as Executive Vice President and Chief Financial Officer from 2013 to 2022 and in various other roles previously at Duke Realty Corporation, a publicly traded REIT in the S&P 500 prior to its merger with Prologis •Retired Certified Public Accountant, and prior to joining Duke Realty, was an audit and advisory partner for KPMG, LLP, focused on the real estate and construction industries •Advisory Board Member of the Indiana University Center for Real Estate Studies •Member of the Investment Committee for Indiana University’s real estate private equity fund | |

  9. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Jerome W. Ehlinger Director, Sun Communities, Inc. Retired real estate business manager, portfolio manager and Chief Investment Officer Age: 53 Director since: 2024 Current Committees: Audit, CEO Succession | | Directorship Experience | | | •Served as an Advisory Board Member and Principal, VP, and Treasurer for AQ Acquisitions LLC | | | Career Highlights and Qualifications | | | •Served as Global Head and Chief Investment Officer of Public Real Estate Securities at Heitman Real Estate Investment Management •Served as Managing Director and Head of Real Estate Securities, Americas, and U.S. Portfolio Manager for RREEF •Served in various REIT research and investment management roles at Morgan Stanley Dean Witter •Undergraduate degree from University of Wisconsin – Whitewater •Master of Science in Finance, Investment, and Banking from the University of Wisconsin – Madison •Chartered Financial Analyst | |

  10. NOMINEE BIOGRAPHICAL SUMMARY

    | 2025 Proxy Statement | 21 |

  11. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Brian M. Hermelin Director, Sun Communities, Inc. Co-founder and Managing Partner of Rockbridge Growth Equity Management LP Co-founder and General Partner of Detroit Venture Partners, LLC Age: 59 Director since: 2014 Current Committees: Compensation Chair, Capital Allocation, CEO Succession | | Directorship Experience | | | •Serves as Board Member, Compensation Committee member, and Chair of numerous private portfolio companies of Rockbridge Growth Equity Management LP •Member of the Compensation Committee of Intersection Holdings •Member of Audit Committee of Cranbrook Educational Community •Former Audit Committee chair of a regional gaming company •Former Chairman of Active Aero Group / USA Jet Airlines Inc. | | | Career Highlights and Qualifications | | | •Private equity and venture capital experience focusing on companies in the business services, financial services, sports, media and entertainment and consumer direct marketing industries •Former CEO of Active Aero Group / USA Jet Airlines Inc. •MBA from the Wharton School at the University of Pennsylvania, BBA from the University of Michigan | |

  12. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Craig A. Leupold Director, Sun Communities, Inc. CEO, GSI Capital Advisors Age: 62 Director since: 2024 Current Committee: Capital Allocation | | Directorship Experience | | | •Served on the Board of Directors of American Campus Communities, Inc. | | | Career Highlights and Qualifications | | | •CEO of GSI Capital Advisors, an investment manager with expertise in publicly traded real estate securities •Spent 27 years at Green Street Advisors, the last twelve of which as the firm's CEO, guiding its strategic direction and overseeing its client relationships and interactions •Undergraduate degree from the University of California – San Diego •MBA in Finance and Real Estate from Columbia University | |

  13. NOMINEE BIOGRAPHICAL SUMMARY

    | 22 | Sun Communities, Inc. |

  14. NOMINEE BIOGRAPHICAL SUMMARY

    | | | | | Clunet R. Lewis Lead Independent Director, Sun Communities, Inc. Retired attorney and businessman Age: 78 Director since: 1993 Current Committees: Audit, Compensation, Executive | | Directorship Experience | | | •Served as a Board Member, General Counsel, CFO, President and Managing Director of other public and private companies •Mr. Lewis has informed the Board that he intends to retire from the Board no later than the Company's 2026 Annual Meeting of Shareholders. He expects to serve on the Board of Directors until his retirement date. | | | Career Highlights and Qualifications | | | •Retired commercial lawyer specializing in mergers and acquisitions, debt financings, issuances of equity and debt securities and corporate governance and control issues •Former CFO and General Counsel at Eltrax Systems, Inc. •Extensive experience working with independent auditors and the SEC | |

  15. BOARD COMPOSITION AND REFRESHMENT

    BOARD COMPOSITION AND REFRESHMENT Thoughtful consideration is continuously given to the composition of our Board in order to maintain an appropriate mix of qualifications, experience and skills, introduce fresh perspectives, and broaden and diversify the view and expertise represented on the Board. As a result of our focus on refreshment, the Company appointed two new directors to the Board in early 2024, Jerome W. Ehlinger and Craig A. Leupold, each of whom was subsequently re-elected to continue serving on the Board at the 2024 annual meeting. Furthermore, Ronald A. Klein and Arthur A. Weiss, two of the longer-tenured directors, retired from the Board during 2024. Additionally, Stephanie W. Bergeron informed the Board that she will not stand for re-election at the Annual Meeting, and Clunet R. Lewis informed the Board that he intends to retire from the Board no later than the Company's 2026 annual meeting of shareholders. Ms. Bergeron and Mr. Lewis expect to actively serve on the Board until their respective retirement dates. The Board has nominated Mark A. Denien, former Executive Vice President and Chief Financial Officer of Duke Realty Corporation, for the seat currently held by Ms. Bergeron. If Mr. Denien is appointed to the Board, it would mark the Company’s third new independent director appointment since the beginning of 2024. Mr. Denien brings over 30 years of experience in real estate transactions, capital markets, strategy development, regulatory compliance, risk management, and acquisitions. If elected at the Annual Meeting, the Board intends to appoint Mr. Denien to serve as a member of the Audit Committee. The Board believes that Mr. Denien will bring valuable experience, judgment, and talents to the Board. To further focus on refreshment, there were several changes to committee memberships amongst the current Board members in 2024 to help facilitate new perspectives and viewpoints and the Board expects to make further changes to the committees after the Annual Meeting. See "Committees of the Board" beginning on page 32.

  16. BOARD COMPOSITION AND REFRESHMENT

    | 2025 Proxy Statement | 23 |

  17. QUALIFICATIONS, EXPERTISE AND ATTRIBUTES

    QUALIFICATIONS, EXPERTISE AND ATTRIBUTES In addition to each Board nominee’s qualifications, experience and skills outlined above and the minimum Board qualifications set forth below under “Consideration of Director Nominees,” our NCG Committee looked for certain attributes in each Board nominee and based on these attributes, and the mix of attributes of the other incumbent directors, determined that each Board nominee should serve on our Board. The NCG Committee does not require that each director possess all of these attributes. Rather, the Board is comprised of directors that, taken together, provide us with a variety and depth of knowledge, judgment and experience necessary to provide effective oversight and vision. These attributes include: (a) significant leadership skills as a CEO and / or relevant Board Member experience, (b) real estate industry experience, (c) transactional experience, especially within the real estate industry, (d) relevant experience in property operations, (e) financial expertise, (f) legal or regulatory experience, (g) capital markets experience, (h) marketing and / or investor relations experience, (i) executive leadership and talent development experience, (j) corporate governance experience and (k) experience in Environmental, Social and Governance initiatives and implementation.

  18. QUALIFICATIONS, EXPERTISE AND ATTRIBUTES

    | Skills and Qualifications | | Shiffman | Allen | Baivier | Blau | Denien | Ehlinger | Hermelin | Leupold | Lewis | | | Board and Executive Experience is critical to our Board’s role in overseeing the risks facing the Company, and provides essential comparison points for operations and governance | | | | | | | | | | | | Real Estate Industry is helpful for understanding the Company’s strengths and challenges specific to the REIT and real estate industries | | | | | | | | | | | | Mergers and Acquisitions is critical in overseeing and providing insights on the Company’s acquisition activities | | | | | | | | | | | | Property Operations Is valuable in understanding and overseeing management of the Company’s properties | | | | | | | | | | | | Financial Expertise and / or Literacy is valuable in understanding and overseeing the Company’s financial reporting and internal controls | | | | | | | | | | | | Legal / Regulatory is relevant for ensuring oversight of management’s compliance with the SEC, the NYSE and other regulatory requirements | | | | | | | | | | | | Capital Markets is valuable in understanding how capital markets work and overseeing the Company’s capital raising efforts | | | | | | | | | | | | Marketing / Investor Relations is relevant in overseeing how the Company manages communication between corporate management and its investors | | | | | | | | | | | | Executive Leadership and Talent Development is valuable in helping the Company attract, motivate and retain high-performing employees | | | | | | | | | | | | Corporate Governance Is critical in overseeing the structure of rules, practices and processes used to direct and manage our Company | | | | | | | | | | | | Sustainability Is valuable in overseeing the Company's environment, social, and governance initiatives | | | | | | | | | | | | Gender Diversity | | | | | | | | | | | | Racial / Ethnic Diversity | | | | | | | | | |

  19. QUALIFICATIONS, EXPERTISE AND ATTRIBUTES

    | 24 | Sun Communities, Inc. |

  20. CONSIDERATION OF DIRECTOR NOMINEES

    CONSIDERATION OF DIRECTOR NOMINEES

  21. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our current directors are Gary A. Shiffman, Tonya Allen, Meghan G. Baivier, Stephanie W. Bergeron, Jeff T. Blau, Jerome W. Ehlinger, Brian M. Hermelin, Craig A. Leupold and Clunet R. Lewis. Under our charter, each of our directors serves for a one-year term and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. Mr. Ehlinger and Leupold were identified by the Company and appointed to the Board in early 2024 as part of a Board refreshment initiative. Both Mr. Ehlinger and Mr. Leupold were subsequently elected to serve on the Board at the 2024 annual meeting. Both Mr. Ehlinger and Mr. Leupold were subsequently elected to serve on the Board at the 2024 annual meeting. In addition, Ronald A. Klein did not stand for re-election at the 2024 annual meeting, and Arthur A. Weiss has also retired from the Board as of December 31, 2024. Furthermore, Stephanie W. Bergeron informed the Board that she will not stand for re-election at the 2025 annual meeting, and Clunet R. Lewis informed the Board that he intends to retire from the Board no later than the Company's 2026 annual meeting of shareholders. Ms. Bergeron and Mr. Lewis expect to actively serve on the Board until their respective retirement dates. The Board has nominated Mark A. Denien, former Executive Vice President and Chief Financial Officer of Duke Realty Corporation, for the seat currently held by Ms. Bergeron. Mr. Denien brings over 30 years of experience in real estate transactions, capital markets, strategy development, regulatory compliance, risk management, and acquisitions. If elected, the Board intends to appoint Mr. Denien to serve as a member of the Audit Committee. The Board believes that Mr. Denien will bring valuable experience, judgment, and talents to the Board.

  22. BOARD OF DIRECTORS

    | 2025 Proxy Statement | 27 |

  23. BOARD OF DIRECTORS

    The Board is elected by our shareholders to oversee and provide guidance on the Company’s business and affairs. It is the ultimate decision-making body of the Company except for those matters reserved for shareholders by law or pursuant to the Company’s governing documents. The Board oversees management’s activities in connection with proper safeguarding of the assets of the Company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations and proper governance. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and to position the Company to compete more effectively, sustain its success and build long-term shareholder value.

  24. DIRECTOR COMPENSATION – 2024

    DIRECTOR COMPENSATION – 2024 During 2024, we paid non-employee directors the following annual fees: Non-Employee Director(1)

  25. DIRECTOR COMPENSATION – 2024

    | Additional Cash Fees(2) | | | | Lead Independent Director | $25,000 | | | Committees of the Board | Committee Chair Fees | Committee Membership Fees | | Audit Committee | $30,000 | $25,000 | | Compensation Committee | $22,500 | $17,500 | | Capital Allocation Committee | $22,500 | $17,500 | | NCG Committee | $22,500 | $17,500 | | Executive Committee | – | $17,500 |

  26. DIRECTOR COMPENSATION – 2024

    (1) The fair value associated with these awards for Mr. Ehlinger and Mr. Leupold was $262,620 based on the closing price of our common stock as of February 28, 2024 when the award was granted. (2) There are no additional cash fees paid for participation in the CEO Succession Planning Committee.

  27. DIRECTOR COMPENSATION – 2024

    | 2025 Proxy Statement | 45 |

  28. Director Compensation

    Director Compensation The following table provides compensation for each non-employee member of the Board who served during the year ended December 31, 2024 and the restricted shares outstanding at December 31, 2024:

  29. Director Compensation

    | | | Compensation | | | Aggregate number of restricted shares outstanding at December 31, 2024 | | | | Directors | Fees Earned | 2024 Restricted Stock Award(1) | Total | | | | | Tonya Allen | $108,510 | $258,020 | $366,530 | | 5,700 | | | Meghan G. Baivier | $127,500 | $258,020 | $385,520 | | 5,700 | | | Stephanie W. Bergeron | $127,500 | $258,020 | $385,520 | | 5,700 | | | Jeff T. Blau | $110,729 | $258,020 | $368,749 | | 4,000 | | | Brian M. Hermelin | $127,109 | $258,020 | $385,129 | | 5,700 | | | Jerome Ehlinger | $85,838 | $262,620(2) | $348,458 | | 2,000 | | | Ronald A. Klein | $49,140 | $258,020(2) | $307,160 | | 0(3) | | | Craig A. Leupold | $85,447 | $262,620(2) | $348,067 | | 2,000 | | | Clunet R. Lewis | $158,510 | $258,020 | $416,530 | | 5,700 | | | Arthur A. Weiss | $97,500 | $258,020 | $355,520 | | 0(4) |

  30. Director Compensation

    (1)The fair value associated with these awards was measured using the closing price of our common stock as of the grant date. Each non-employee director, except for Mr. Ehlinger and Mr. Leupold, was granted 2,000 shares of restricted stock on January 18, 2024. Mr. Ehlinger and Mr. Leupold were granted 2,000 shares of restricted stock on February 28, 2024. For additional information on the valuation assumptions with respect to these grants, refer to Note 11, “Share-Based Compensation,” in the Consolidated Financial Statements of our 2024 Annual Report on Form 10-K. (2)Mr. Klein, Mr. Ehlinger, and Mr. Leupold elected to defer receipt of these restricted shares in accordance with the Sun Communities, Inc. Non-Employee Directors Deferred Compensation Plan. (3)Mr. Klein held a total of 5,700 outstanding restricted shares that vested on an accelerated basis upon his retirement on May 14, 2024. (4)Mr. Weiss held a total of 5,700 outstanding restricted shares that vested on an accelerated basis upon his retirement on December 31, 2024.

  31. Director Compensation

    | 46 | Sun Communities, Inc. |

  32. Director Compensation

    Director Compensation

  33. Large Emphasis on “At-Risk” Pay

    | All NEOs* | 21.6% Base Salary | 25.6% Target Bonus | 52.8% Target Long-Term Incentives | | | | 78.4% At Risk | |

  34. Best In Class Design

    | | | | | | | INVESTOR ALIGNMENT | | TARGET TO OUTPERFORM | | ABSOLUTE TSR MODIFIER | | 100% of the performance-based portion of the long-term incentive award is based on TSR | | The Company must outperform the MSCI U.S. REIT Index by achieving relative performance at the 55th percentile to earn the target award | | The Company utilizes an absolute TSR modifier whereby payouts are capped at target if our absolute TSR is negative |

  35. Annual Incentive Award Program: Rigorous Goals and Lowest Cash Payouts in a Decade

    Annual Incentive Award Program: Rigorous Goals and Lowest Cash Payouts in a Decade In line with our strong pay-for-performance philosophy, 2024 annual incentive awards (paid in 2025) reflect the lowest payouts in a decade, at an overall average of 41% of target. These payouts directly correspond with our financial, operational, and strategic performance exhibited across 2024 and reflects a rigorous framework that demonstrates a commitment to ensuring that executive compensation is closely aligned with performance.

  36. Historical Annual Incentive Awards as a

    Historical Annual Incentive Awards as a

  37. Long-Term Incentive Awards: Largest Pay Component and 100% Aligned with Investors; Second Consecutive Year of No Payouts for Market Performance Awards

    Long-Term Incentive Awards: Largest Pay Component and 100% Aligned with Investors; Second Consecutive Year of No Payouts for Market Performance Awards The largest portion of executive pay is in the form of equity and the majority, or 60%, is tied directly to total shareholder return performance. The two most recently completed performance-based equity award cycles (2021-2023 and 2022-2024) have resulted in no payouts to executives, further reinforcing the alignment of pay-for-performance. Furthermore, the current performance cycles for 2023-2025 and 2024-2026 are also tracking at 0% payouts as of December 31, 2024, however, there is time remaining for each of these awards and the final results may vary. This continued alignment underscores that our NEOs are incentivized to focus on long-term value creation, ensuring their interests remain closely tied to those of our shareholders. Below we have shown how, for each of the last four fiscal years, all market performance equity has paid out or is tracking to pay out at $0 compared to the grant date fair value of each year and what is included in the Summary Compensation Table. ALL NEO Market Performance Awards Grant Date Value vs.

  38. Actual Realized Equity Pay

    | Market Performance-Based Long-Term Equity Incentive Award Tracking through December 31, 2024 | | | | | | | | | Performance Period | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | Status | | 2021-2023 | | | | | | | | | Relative TSR vs. MSCI US REIT Index | 100% Completed | | | | | | 0% Payout | | Relative TSR vs. FTSE NAREIT Equity Residential Index | 100% Completed | | | | | | 0% Payout | | 2022-2024 | | | | | | | | | Relative TSR vs. MSCI US REIT Index | | 100% Completed | | | | | 0% Payout | | 2023-2025 | | | | | | | | | Relative TSR vs. MSCI US REIT Index | | | 67% Completed | | | | Tracking Below Threshold | | 2024-2026 | | | | | | | | | Relative TSR vs. MSCI US REIT Index | | | | 33% Completed | | | Tracking Below Threshold |

  39. Chairman and CEO Pay

    | Year | Base Salary | Bonus Payout | Grant Date Fair Value of Equity Awards | Total from Summary Compensation Table | Realized Pay* | | 2024 | $900,000 | $495,000 | $558,688 | $1,953,688 | $1,645,940 | | 2023 | $900,000 | $747,000 | $9,283,660 | $10,930,660 | $5,336,100 | | 2022 | $900,000 | $1,665,000 | $12,395,450 | $14,960,450 | $6,745,980 | | Total Realized Pay as a Percent of Summary Compensation Table (SCT) Total: 49.2% | | | | | |

  40. ELEMENTS OF COMPENSATION

    | | Fixed | | Variable | | | | | | Base Salary | + | Annual Incentive Award | + | Long-Term Incentives | | | | | | | | 40% Time Vesting Restricted Shares | 60% Performance Vesting Restricted Shares | | What? | Cash | | Cash | | Equity | Equity | | When? | Annual | | Annual | | 5-year period | 3-year performance period | | How? (Measures and Weighting) | Market Competitive | | 85% Corporate Performance Goals Metrics: Core FFO, Same Property NOI, CNOI, RPS gains, G&A growth, Net Debt / TTM Recurring EBITDA, and Sustainability initiatives 15% Individual Goals | | Subject to continued employment | Based on Company’s 3-year TSR relative to MSCI U.S. REIT Index |

  41. Annual Incentive Award

    Annual Incentive Award Variable cash compensation component that provides an incentive to the executive officer based on the Compensation Committee’s assessment of both annual corporate and individual performance. Measures of corporate performance principally focused on Core FFO and other key operating metrics.

  42. Long-Term Incentives

    Long-Term Incentives Variable equity compensation component focused on executive retention that provides a longer-term motivation with the effect of linking stock price performance to executive compensation. The long-term equity incentive awards granted during the current year are determined based on prior year performance.

  43. Long-Term Incentives

    | 60 | Sun Communities, Inc. |

  44. 2024 Base Salary

    2024 Base Salary Base salary is generally based on factors such as an individual officer’s level of responsibility, prior years’ compensation, comparison to compensation of other officers and compensation provided at competitive companies and companies of similar size. Along with peer company benchmarking, the Compensation Committee considered the overall growth in the Company’s total capitalization, the number of MH and RV communities, marinas, and UK communities that the Company owns and operates, the number of employees under management and the corresponding expansion of responsibilities for these executive officers when determining their base salaries. The base salaries of the NEOs for the year ended December 31, 2024, were paid in accordance with their employment agreements.

  45. 2024 Base Salary

    In setting the 2024 compensation elements and levels for the NEOs, the Compensation Committee considered several main compensation components including base salary, target annual non-equity incentive and long-term incentive awards (collectively “total remuneration”) on an actual and target basis, as well as per individual and in aggregate, across the team, as well as other factors. The Compensation Committee selected our peer group and similarly sized REITs to compare and benchmark our executive compensation based on a number of quantitative and qualitative factors including, but not limited to, revenues, total assets, market capitalization, industry, sub-industry, location, TSR history, executive compensation components and peer decisions made by other companies. Noting that the Company has only one publicly traded direct business peer of similar size, the Compensation Committee, in consultation with Ferguson Partners Consulting, LP ("FPC"), an executive compensation consulting firm engaged by us, strove to formulate our 2024 peer group of publicly traded companies that include the following characteristics: public manufactured housing REITs, industry and business strategies, size, operational intensity and complexity, competition and other considerations such as companies that cited us as a compensation peer, with an emphasis on relative size. In setting the 2024 compensation elements, the Compensation Committee considered and relied on the above analysis. As part of its review of the 2024 executive compensation, the Compensation Committee reviewed executive compensation in comparison to the executive compensation provided by similarly sized REITs and our peer group, the Company's growth in market capitalization, revenues, and number of employees as well as the Compensation Committee's evaluation of the performance of the executive team in effectively implementing corporate growth strategies and driving shareholder value. The Compensation Committee made no change to the current compensation structure as the Compensation Committee believes that the current executive compensation is fair, reasonable and in line with that of similarly sized REITs and our peers, and remains adequate to appropriately incentivize our executives to maximize shareholder value.

  46. 2024 Annual Incentive Award

    2024 Annual Incentive Award This represents the cash incentive awarded for 2024 performance and paid in 2025. The annual incentive awards motivate the executive officers to maximize our annual operating and financial performance and reward participants based on annual performance. The Compensation Committee annually reviews performance measures for determining award levels, including growth in key metrics and individual goals. In each case, actual performance is measured against targets established by the Compensation Committee. The Compensation Committee, in its sole and absolute discretion, reserves the right to make adjustments to calculated results for certain transactions and other extraordinary matters, including but not limited to, acquisitions, divestitures, debt and equity transactions and other capital or unusual transactions, which may have an unexpected adverse or beneficial impact, when determining achievement of that performance target.

  47. Annual Incentive Award Structure

    Annual Incentive Award Structure For 2024, the threshold, target and maximum incentive opportunities for Fernando Castro-Caratini, Bruce D. Thelen, and Aaron Weiss as a percentage of salary were revised from 2023 to better align the incentive opportunity ranges with peers. For Gary A. Shiffman, the incentive opportunity was unchanged from 2023. The table below provides salary and incentive opportunities as the basis for determination of our 2024 annual incentive awards.

  48. Annual Incentive Award Structure

    | | Incentive Opportunity (as a % of Salary) | | | | | Executive | 2024 Base Salary | Threshold | Target | Maximum | | Gary A. Shiffman | $900,000 | 100% | 150% | 200% | | Fernando Castro-Caratini | $550,000 | 50% | 100% | 200% | | Bruce D. Thelen | $500,000 | 50% | 100% | 200% | | Aaron Weiss | $525,000 | 50% | 100% | 200% |

  49. Annual Incentive Award Structure

    | 62 | Sun Communities, Inc. |

  50. Gary A. Shiffman, Fernando Castro-Caratini and Aaron Weiss

    | Metric | Rationale | % of Aggregate Annual Incentive Payment Eligibility | | Core FFO growth | FFO is a standard operating performance measure for REITs and is defined by Nareit as GAAP net income (loss), excluding gains (or losses) from sales of certain real estate assets, plus real estate related depreciation and amortization, impairments of certain real estate assets and investments, and after adjustments for nonconsolidated partnerships and joint ventures. Core FFO is a primary operating measure in our publicly-reported earnings results, and is defined as FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business. | 30.0% | | Same Property Combined NOI growth - MH, RV, Marina and UK | NOI is calculated by deducting direct property operating expenses from property operating revenues, thereby providing a measure of the actual operating performance of our properties. North America and UK Same Properties are primarily those properties that we have owned and operated continuously since January 1, 2023. | 20.0% | | G&A growth, net of add-backs | Growth in general and administrative expenses, net of dead deal costs, integration costs related to the new ERP implementation and other non-recurring expenses, compared to the prior year. | 12.5% | | Net Debt / TTM Recurring EBITDA | Ratio of the carrying value of debt, plus unamortized premiums, discounts, and deferred financing costs, less unrestricted cash and cash equivalents, compared to Recurring EBITDA for the trailing twelve months. | 12.5% | | Sustainability initiatives | Performance is based on implementation and progress towards long-term commitments, including diversity, equity and inclusion goals and long-term carbon reduction goals. | 10.0% | | Individual goals / Compensation Committee discretion | The Compensation Committee reviews each executive officer’s annual accomplishments in order to evaluate the specific contributions of each executive to our success and properly align pay and performance. | 15.0% |

  51. Bruce D. Thelen

    Bruce D. Thelen Mr. Thelen’s primary responsibility is to oversee the operations and home sales within the Company’s MH and RV communities. His annual incentive award for 2024 was based on his 2024 overall performance, as measured against goals and objectives set for him and his contribution to the Company's success, as determined by the Compensation Committee. The table below shows the key operating metrics which were used for the 2024 annual incentive awards to Mr. Thelen.

  52. Bruce D. Thelen

    | Metric | Rationale | % of Aggregate Annual Incentive Payment Eligibility | | Core FFO growth | FFO is a standard operating performance measure for REITs and is defined by Nareit as GAAP net income (loss), excluding gains (or losses) from sales of certain real estate assets, plus real estate related depreciation and amortization, impairments of certain real estate assets and investments, and after adjustments for nonconsolidated partnerships and joint ventures. Core FFO is a primary operating measure in our publicly-reported earnings results, and is defined as FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business. | 17.5% | | Same Property NOI growth - MH and RV | NOI is calculated by deducting direct property operating expenses from property operating revenues, thereby providing a measure of the actual operating performance of our MH and RV properties. Same properties are primarily those properties that we have owned and operated continuously since January 1, 2023. | 17.5% | | Combined Operations / Sales CNOI - MH & RV | NOI is calculated by deducting direct property operating expenses from property operating revenues, thereby providing a measure of the actual operating performance of our properties. CNOI excludes certain items that have been deemed to be outside of Mr. Thelen's control. | 20.0% | | RPS Gains - MH & RV | Revenue producing site gains represent the number of sites that we are able to fill during a period, net of the number of sites lost. By increasing RPSs, we increase our portfolio occupancy and can maximize generation of revenues and shareholder returns. | 7.5% | | G&A growth, net | Growth in general and administrative expenses, net of dead deal costs, integration costs related to the new ERP implementation and other non-recurring expenses, compared to the prior year, | 10.0% | | Net Debt / TTM Recurring EBITDA | Ratio of the carrying value of debt, plus unamortized premiums, discounts, and deferred financing costs, less unrestricted cash and cash equivalents, compared to Recurring EBITDA for the trailing twelve months. | 7.5% | | Sustainability initiatives | Performance is based on implementation and progress towards long-term commitments, including diversity, equity and inclusion goals and long-term carbon reduction goals. | 5.0% | | Individual goals / Compensation Committee discretion | The Compensation Committee reviews each executive officer’s annual accomplishments in order to evaluate the specific contributions of each executive to our success and properly align pay and performance. | 15.0% |

  53. Annual Incentive Award Results

    Annual Incentive Award Results

  54. Corporate Performance Goals and Results

    Corporate Performance Goals and Results When setting corporate performance goals, the Compensation Committee considers factors relevant to current year expectations. Financial results from prior years may be used as a reference point, but the Compensation Committee focuses on setting rigorous annual goals that reflect current business conditions and expectations which will result in an appropriate pay for performance outcome for the specific year. Core FFO growth and North America and UK Same Property NOI growth targets are evaluated each year in relation to our budgets and related guidance communicated to the marketplace. Targets are set based on low-, mid- and high-levels of expected performance. In 2024, the Company generated Core FFO per Share of $6.81, despite inflationary pressures and higher interest rates. The Company also achieved strong North America and UK Same Property Combined NOI growth of 4.3% due to the compelling fundamentals of constrained supply and resilient demand that underpin the Company’s businesses, bolstered by the operational excellence of the Company's property management teams, partially offset by a decline in our RV segment due to an increase in supplies and repair expense and other expenses. The Compensation Committee sets a range of activity that is reasonably expected to be achieved in a normal operating year. The Compensation Committee took into consideration all then known facts in setting the 2024 corporate performance goals. From 2010 through 2023, a large component of our growth was driven by acquisitions as we opportunistically purchased high-quality MH, RV, Marina and UK properties. Beginning in 2023, and prioritizing our focus in 2024, with the benefit of our expanded portfolio, we shifted our strategy toward optimizing the value of our existing businesses through achieving strong rental rate growth, operating efficiencies, and simplification of our operations and capital structure. During 2024, and in order to further align leadership with shareholders, the Compensation Committee removed the Developments and Expansions metric from the predefined 2024 executive annual incentive plan for purposes of computing the 2024 cash incentive amount for Messrs. Shiffman, Castro-Caratini, Thelen and Aaron Weiss. Additionally, to further align leadership with the Company's strategic priorities related to expense management and debt reduction, the Compensation Committee added non-recurring G&A expense and the ratio of Net Debt to Trailing Twelve Month Recurring EBITDA as two new metrics for 2024. Sustainability initiatives continue to be a focus within the Company. Our team continues to enhance our sustainability protocols and reporting and during 2024 accomplished the following: •Established 2022 as the base year for long-term carbon reduction goals; •Generated 17,236 MWh of solar energy on site, a 48% year over year increase; •Completed an assessment of 7 additional key suppliers for environment and social alignment; •Reported over 17,500 volunteer hours by team members; •Participated in two voluntary environment, social and governance benchmarks; •Achieved a B rating with CDP; •Held over 200 investor engagement meetings

  55. Corporate Performance Goals and Results

    | 2025 Proxy Statement | 65 |

  56. Corporate Performance Goals and Results

    The following tables show actual results achieved in 2024 as compared to the various target levels that were established for achievement of executive goals for each of Gary A. Shiffman, Fernando Castro-Caratini, Bruce D. Thelen and Aaron Weiss. Gary A. Shiffman:

  57. Corporate Performance Goals and Results

    | Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 100% Payout | 150% Payout | 200% Payout | | | | | | Core FFO growth | >= $7.10 to < $7.14 | >= $7.14 to < $7.22 | >= $7.22 | $6.81 | —% | 30.0% | —% | | North America and UK Same Property combined NOI Growth - MH, RV, Marina and UK | >= 4.6% to < 5.2% | >= 5.2% to < 5.8% | >= 5.8% | 4.3% | —% | 20.0% | —% | | G&A growth, net | <= $258M to > $255.4M | <= $255.4M to > $252.8M | <= $252.8M | $257.5 | 100% | 12.5% | 12.50% | | Net Debt / TTM Recurring EBITDA | <= 5.9x to > 5.7x | <= 5.7x to > 5.5x | <= 5.5x | 6.0x | —% | 12.5% | —% | | Sustainability initiatives | Meet | Exceeded | Excelled | Excelled | 200% | 10.0% | 20.00% | | Total Corporate | | | | | | 85.0% | 32.50% | | Individual goals(1) | Meet | Exceeded | Excelled | Exceeded | 150% | 15.0% | 22.50% |

  58. Corporate Performance Goals and Results

    (1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Shiffman. Fernando Castro-Caratini:

  59. Corporate Performance Goals and Results

    | Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO growth | >= $7.10 to < $7.14 | >= $7.14 to < $7.22 | >= $7.22 | $6.81 | —% | 30.0% | —% | | North America and UK Same Property combined NOI Growth - MH, RV, Marina and UK | >= 4.6% to < 5.2% | >= 5.2% to < 5.8% | >= 5.8% | 4.3% | —% | 20.0% | —% | | G&A growth, net | <= $258M to > $255.4M | <= $255.4M to > $252.8M | <= $252.8M | $257.5 | 50% | 12.5% | 6.25% | | Net Debt / TTM Recurring EBITDA | <= 5.9x to > 5.7x | <= 5.7x to > 5.5x | <= 5.5x | 6.0x | —% | 12.5% | —% | | Sustainability initiatives | Meet | Exceeded | Excelled | Excelled | 200% | 10.0% | 20.0% | | Total Corporate | | | | | | 85.0% | 26.25% | | Individual goals(1) | Meet | Exceeded | Excelled | Meet | 50% | 15.0% | 7.50% |

  60. Corporate Performance Goals and Results

    (1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Castro-Caratini.

  61. Corporate Performance Goals and Results

    | 66 | Sun Communities, Inc. |

  62. Corporate Performance Goals and Results

    Bruce D. Thelen:

  63. Corporate Performance Goals and Results

    | Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO Growth | >= $7.10 to < $7.14 | >= $7.14 to < $7.22 | >= $7.22 | $6.81 | —% | 17.5% | —% | | Same Property NOI Growth - MH / RV | >= 4.5% to < 5.1% | >= 5.1% to < 5.7% | >= 5.7% | 3.7% | —% | 17.5% | —% | | Combined Operations / Sales CNOI - MH / RV | >= Budget - 0.75% to < Budget | > Budget to < Budget + 0.75% | >= Budget + 0.75% | Budget - 3.75% | —% | 20.0% | —% | | RPS gains - MH / RV | >= 2,400 to < 2,550 sites gained | >= 2,550 to < 2,700 sites gained | >= 2,700 sites gained | 3,210 | 200% | 7.5% | 15.00% | | G&A growth, net | <= $258M to > $255.4M | <= $255.4M to > $252.8M | <= $252.8M | $257.5 | 50% | 10.0% | 5.00% | | Net Debt / TTM Recurring EBITDA | <= 5.9x to > 5.7x | <= 5.7x to > 5.5x | <= 5.5x | 6.0x | —% | 7.5% | —% | | Sustainability initiatives | Meet | Exceeded | Excelled | Excelled | 200% | 5.0% | 10.00% | | Total Corporate | | | | | | 85.0% | 30.00% | | Individual goals(1) | Meet | Exceeded | Excelled | Meet | 50% | 15.0% | 7.50% |

  64. Corporate Performance Goals and Results

    (1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Thelen. Aaron Weiss:

  65. Corporate Performance Goals and Results

    | Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO growth | >= $7.10 to < $7.14 | >= $7.14 to < $7.22 | >= $7.22 | $6.81 | —% | 30.0% | —% | | North America and UK Same Property combined NOI Growth - MH, RV, Marina and UK | >= 4.6% to < 5.2% | >= 5.2% to < 5.8% | >= 5.8% | 4.3% | —% | 20.0% | —% | | G&A growth, net | <= $258M to > $255.4M | <= $255.4M to > $252.8M | <= $252.8M | $257.5 | 50% | 12.5% | 6.25% | | Net Debt / TTM Recurring EBITDA | <= 5.9x to > 5.7x | <= 5.7x to > 5.5x | <= 5.5x | 6.0x | —% | 12.5% | —% | | Sustainability initiatives | Meet | Exceeded | Excelled | Excelled | 200% | 10.0% | 20.00% | | Total Corporate | | | | | | 85.0% | 26.25% | | Individual goals(1) | Meet | Exceeded | Excelled | Excelled | 200% | 15.0% | 30.00% |

  66. Corporate Performance Goals and Results

    (1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Weiss. John McLaren: Mr. McLaren was appointed as the President of the Company on November 6, 2024. The CEO reviewed Mr. McLaren's contribution primarily based on his prior role as Strategic Advisor, in which Mr. McLaren oversaw our development and expansion programs and our UK operations, and made an incentive compensation recommendation to the Compensation Committee. Mr. McLaren's maximum annual incentive award opportunity was 100% of his base salary under his previous employment agreement. After consideration of the recommendation of the CEO, the Compensation Committee determined Mr. McLaren met a payout level of 83% and awarded him an annual incentive of $225,000 which is consistent with his contributions to the Company. Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. McLaren.

  67. Corporate Performance Goals and Results

    | 2025 Proxy Statement | 67 |

  68. 2024 Annual Incentive Award Payouts

    2024 Annual Incentive Award Payouts The tables below show the payout levels achieved for each of Gary A. Shiffman, Fernando Castro-Caratini, Bruce D. Thelen, and Aaron Weiss, based on the actual results achieved as described above. Gary A. Shiffman:

  69. 2024 Annual Incentive Award Payouts

    | NEO | Incentive Opportunity ($) | | | Corporate Performance (85%) | Individual Performance (15%) | Payout Achieved as (%) of Target | Payout Achieved ($) | | | Threshold (100%) | Target (150%) | Maximum (200%) | | | | | | Gary A. Shiffman | $900,000 | $1,350,000 | $1,800,000 | 32.50% | 22.50% | 36.67% | $495,000 |

  70. 2024 Annual Incentive Award Payouts

    Fernando Castro-Caratini, Bruce D. Thelen and Aaron Weiss:

  71. 2024 Annual Incentive Award Payouts

    | NEO | Incentive Opportunity ($) | | | Corporate Performance (85%) | Individual Performance (15%) | Payout Achieved as (%) of Target | Payout Achieved ($) | | | Threshold (50%) | Target (100%) | Maximum (200%) | | | | | | Fernando Castro-Caratini | $275,000 | $550,000 | $1,100,000 | 26.25% | 7.50% | 33.75% | $185,625 | | Bruce D. Thelen | $250,000 | $500,000 | $1,000,000 | 30.00% | 7.50% | 37.50% | $187,500 | | Aaron Weiss | $262,500 | $525,000 | $1,050,000 | 26.25% | 30.00% | 56.25% | $295,313 |

  72. 2024 Annual Incentive Award Payouts

    Aaron Weiss - Disposition Bonus: In addition to the 2024 Annual Incentive Award above, Mr. Aaron Weiss participated in a disposition incentive cash bonus plan designed to align with the Company’s strategic disposition program approved by the Board. The disposition program was a key strategic objective that helped to simplify the Company's operations and capital structure and advanced shareholder interests. The program added increased responsibilities to Mr. Aaron Weiss' workload, and the Compensation Committee determined that the disposition bonus was warranted to compensate him for such an important task. Performance Objectives The goal of the disposition program was to dispose of a minimum of $200-$300 million of (i) identified non-core MH and RV assets at favorable valuations and (ii) certain undeveloped land parcels acquired for development that no longer met the Company’s return thresholds in the current cost of capital environment. Performance Achievements The resulting outcome for 2024 included the following accomplishments: •Sold 10 US MH properties, 13 Canadian RV properties, two UK MH properties, and three land parcels for approximately $476.8 million; •Achieved an approximately 5% blended cap rate on the sale of the operating assets; •Realized approximately $424.5 million in net proceeds used for debt payoff; and •Executed a purchase and sale agreement on the remaining Blue Water joint venture RV assets in December for approximately $92.9 million, and closed in January 2025, furthering the Company’s business simplification objectives. Mr. Aaron Weiss was entitled to a cash bonus of $600,000, which was paid in January 2025, based on the successful outcomes noted above, far exceeding the Company’s initial expectations for the strategic disposition program. The disposition bonus has been included with the 2024 Annual Incentive Award payout above, for a total annual incentive award of $895,313 for Mr. Aaron Weiss in the Summary Compensation Table.

  73. 2024 Annual Incentive Award Payouts

    | 68 | Sun Communities, Inc. |

  74. 2024 Long-Term Equity Incentive Awards

    2024 Long-Term Equity Incentive Awards This represents the equity award for 2023 performance granted in 2024. Long-term equity incentive awards are provided to the executive officers in order to increase their personal stake in our success and motivate them to enhance our long-term value while better aligning their interests with those of other shareholders. Equity awards are generally awarded in the form of restricted stock although stock options may also be utilized. The value of the restricted shares awarded is the price of a share of our stock as of the close of business on the grant date. On an annual basis the Compensation Committee reviews and approves the equity incentives to be issued to each of the executive officers for the prior year’s performance. There is no established target for long-term equity incentive awards for any of the executive officers. Rather, the Compensation Committee reviews this component of each executive officer’s total compensation on an annual basis. Our executive officers (as well as our other employees that receive restricted stock awards) receive distributions on the restricted stock awards that have been granted to date, including restricted stock awards that have not vested.

  75. Long-Term Equity Incentive Awards Structure

    Long-Term Equity Incentive Awards Structure Long-term equity incentive awards focus on executive retention to provide longer-term motivation with the effect of linking stock price performance to executive compensation.

  76. Long-Term Equity Incentive Awards Structure

    | | | | | | | INVESTOR ALIGNMENT | | TARGET TO OUTPERFORM | | ABSOLUTE TSR MODIFIER | | 100% of the performance-based portion of the long-term incentive award is based on TSR | | The Company must outperform the MSCI U.S. REIT Index by achieving relative performance at the 55th percentile to earn the target award | | The Company utilizes an absolute TSR modifier whereby payouts are capped at target if our absolute TSR is negative |

  77. Long-Term Equity Incentive Awards Structure

    The equity incentive award granted during the current year is determined based on prior year performance. Equity incentive awards for current year performance will be granted next year (e.g., awards for 2023 performance were granted in 2024 and therefore included in 2024 summary compensation disclosure; awards for 2024 performance are granted in 2025 and therefore will be included in the 2025 summary compensation disclosure). The equity incentive award is granted based on a 60/40 split with 60% of the value in market / performance-vesting restricted shares and 40% of the value in time-vesting restricted shares. Key metrics used for market / performance shares include TSR over three years relative to the MSCI REIT index (RMS). The table below provides the equity incentive award structure of each NEO for the awards that were granted in 2024:

  78. Long-Term Equity Incentive Awards Structure

    | | Equity Award | | | | Executive | Performance Vesting | | Time Vesting | | Gary A. Shiffman | | 60% | 40% | | John B. McLaren(1) | | 60% | 40% | | Fernando Castro-Caratini | | 60% | 40% | | Bruce D. Thelen | | 60% | 40% | | Aaron Weiss | | 60% | 40% |

  79. Long-Term Equity Incentive Awards Structure

    (1)Mr. McLaren was appointed as President of the Company and an executive officer on November 6, 2024.

  80. Long-Term Equity Incentive Awards Structure

    | 2025 Proxy Statement | 69 |

  81. Long-Term Incentive Awards Granted in 2024

    Long-Term Incentive Awards Granted in 2024 In March 2024, the Compensation Committee granted each of Mr. Shiffman, Mr. Castro-Caratini, Mr. Thelen, and Aaron Weiss long-term incentive awards for their 2023 performance as detailed in the table below. In determining the long-term incentive awards, the Compensation Committee considered the overall financial performance of the Company during 2023, as well as the executive’s achievement of his individual goals and the implementation of the strategic goals of the organization. In particular, for the year ended December 31, 2023, we achieved a 10-year TSR of 323.1%, outperforming the MSCI U.S. REIT (RMS), Russell 1000, Dow Jones Equity ALL REIT and S&P 500 indices during the same period. In addition, we achieved a 5-year TSR of 47.5%, outperforming the MSCI U.S. REIT (RMS) and the Dow Jones all Equity REIT indices. Additional factors included, but were not limited to, Core FFO per share of $7.10 being in line with our expectations; strong total Same Property NOI growth of 7.3%, driven by Same Property NOI growth of 6.8% for MH, 4.8% for RV, and 11.7% for Marina; and the successful execution of our capital recycling strategy and business simplification strategies.

  82. Long-Term Incentive Awards Granted in 2024

    | | | 2024 Regular Awards Granted | | | | | Name | Type | Grant Date | Number of Shares of Stocks or Units(#) | | Grant Date Fair Value of Stock Awards(1) | | Gary A. Shiffman | Time vesting(2) | 3/4/2024 | | 2,000 | $264,260 | | | Market performance(3) | 3/4/2024 | | 3,000 | $294,428 | | Fernando Castro-Caratini | Time vesting(2) | 3/4/2024 | | 6,000 | $792,780 | | | Market performance(3) | 3/4/2024 | | 9,000 | $883,283 | | Bruce D. Thelen | Time vesting(2) | 3/4/2024 | | 6,800 | $898,484 | | | Market performance(3) | 3/4/2024 | | 10,200 | $1,001,054 | | Aaron Weiss | Time vesting(2) | 3/4/2024 | | 6,800 | $898,484 | | | Market performance(3) | 3/4/2024 | | 10,200 | $1,001,054 |

  83. Long-Term Incentive Awards Granted in 2024

    | | Metric | Threshold | Target | Maximum | | Market Performance Shares | Relative TSR vs. MSCI US REIT (RMS) Index | 35th Percentile | 55th Percentile | 75th Percentile | | | Payout | 60% | 80% | 100% |

  84. Long-Term Incentive Awards Granted in 2024

    (1)Pursuant to SEC rules, this column represents the total fair market value of restricted stock awards, in accordance with FASB ASC Topic 718. (2)Time vesting shares vest annually over a five-year period on a pro rata basis beginning on the first anniversary of the grant date of the award. (3)Measured over a three-year period from January 1, 2024 to December 31, 2026, vesting on January 1, 2027, with payout on a pro rata basis between levels and a limit to Target payout if absolute TSR is negative.

  85. John B. McLaren

    John B. McLaren On November 6, 2024, we appointed John B. McLaren as our President in part to oversee a comprehensive restructuring effort to more effectively align the Company's cost structure and deliver sustainable earnings growth. Mr. McLaren served as our Strategic Advisor of Residential Communities from January 2023 to November 2024, with duties focused on our UK operations and integrating new MH developments. Pursuant to his appointment as President, Mr. McLaren was granted 50,000 shares of restricted common stock, 20,000 of which will vest in equal annual installments over five years ("time based shares"), and 30,000 of which are subject to performance vesting after three years based on pending market performance criteria ("market based shares"). In accordance with ASC 718, we concluded that the grant date for the time-based shares was November 6, 2024. In contrast, for the market based shares, we concluded that the grant date had not occurred as of December 31, 2024, due to the pending market performance criteria, and the market based shares will be accounted for as a 2025 award and included in Mr. McLaren's 2025 Summary Compensation Table within the 2026 Proxy Statement. The Company will not grant Mr. McLaren any additional restricted stock awards in 2025 or 2026 for his service as President.

  86. John B. McLaren

    | | Metric | Threshold | Target | Maximum | | Market Performance Shares | Relative TSR vs. MSCI US REIT (RMS) Index | 35th Percentile | 55th Percentile | 75th Percentile | | | Payout | 60% | 80% | 100% |

  87. John B. McLaren

    (1)Pursuant to SEC rules, this column represents the total fair market value of restricted stock awards, in accordance with FASB ASC Topic 718. (2)Time vesting shares vest annually over a five-year period on a pro rata basis beginning on the first anniversary of the grant date of the award.

  88. Long-Term Incentive Awards Vested in 2024

    Long-Term Incentive Awards Vested in 2024 In total, 60,897 shares held by our NEOs vested in 2024 out of 141,997 potential shares. None of the vested shares were market performance shares, as the market performance shares issued in 2021 were fully forfeited in 2024. The table below shows additional detail for the market performance shares from previously granted awards that were forfeited during 2024, as compared to potential share payouts. These forfeitures pertain to the performance awards that were granted in 2021.

  89. 2021 Performance Award Vesting

    | | Achievement Payout Range | | | | | | | | | Metric | 0% | Medium Achievement | High Achievement | 100% | Metric Achieved | Payout Achieved | Potential Shares | Shares Vested | | Market Performance | | | | | | | | | | Relative TSR vs. MSCI US REIT Index(1) | | 60% Payout | 80% Payout | | | | | | | | < 35th percentile | ≥ 35th - < 55th percentile | ≥ 55th - < 75th percentile | ≥ 75th percentile | 30th percentile | —% | 71,100 | — | | Total | | | | | | | 71,100 | — |

  90. 2021 Performance Award Vesting

    | | Achievement Payout Range | | | | | | | | | Metric | 0% | Medium Achievement | High Achievement | 100% | Metric Achieved | Payout Achieved | Potential Shares | Shares Vested | | Market Performance | | | | | | | | | | Relative TSR vs. FTSE NAREIT Equity Residential Index(1) | | 60% Payout | 80% Payout | | | | | | | | < 35th percentile | ≥ 35th - < 55th percentile | ≥ 55th - < 75th percentile | ≥ 75th percentile | 20th percentile | —% | 10,000 | — | | Total | | | | | | | 10,000 | — |

  91. Summary of Shares Vested in 2024

    Summary of Shares Vested in 2024 The table below shows the summary of market performance and time vesting components for the long-term incentive awards to each of our NEOs that vested in 2024.

  92. 2024 Market Performance and Time Vesting Summary

    | Executive | Market Performance Vesting Shares | Time Vesting Shares | Total Vesting shares | | Gary A. Shiffman | — | 35,017 | 35,017 | | John B. McLaren | — | 10,292 | 10,292 | | Fernando Castro-Caratini | N/A | 6,450 | 6,450 | | Bruce D. Thelen | — | 5,080 | 5,080 | | Aaron Weiss | N/A | 4,058 | 4,058 | | Total NEO | — | 60,897 | 60,897 |

  93. KEY ACHIEVEMENTS

    KEY ACHIEVEMENTS For 2024, Mr. Shiffman's individual goals reflected a strong focus on executing strategic initiatives to position the Company for long-term earnings growth and operational excellence. Under his leadership, the Company achieved significant progress across its strategic priorities, including portfolio streamlining, balance sheet optimization, and operational efficiencies, while setting the stage for future leadership transitions. Specific achievements include: •Completed non-strategic asset dispositions of $476.8 million, exceeding internal targets, including the exit of operations in two states to drive operational efficiencies. •Enabled the pay down of $424.5 million of total debt in 2024 and reduced floating rate debt exposure to 8.6% as of December 31, 2024 (from 16.4% as of December 31, 2023), thus strengthening the Balance Sheet and positioning the Company for lower interest expense. •Achieved a 50% reduction in non-recurring capital expenditures to drive improved capital efficiencies. •Focused on maximizing Real Property Income and Same Property NOI by implementing strong rental rate increases for 2025 and converting 9,170 transient RV sites to annual sites since the start of 2020 through the end of 2024. •Led targeted cost-cutting initiatives, implementing $15-$20 million in expected cost savings, and oversaw structural changes to operations aimed at delivering permanent efficiencies and rebasing the business for long-term growth. •Facilitated the return of John McLaren as President to lead restructuring efforts and oversee the implementation of key initiatives. •Announced plans to retire in 2025 and collaborated with the Board to establish a smooth leadership transition process, working closely with the CEO Succession Committee. •Supported the Board refreshment process to further enhance corporate governance. The Compensation Committee determined Mr. Shiffman’s individual achievements exceeded the threshold payout level and awarded him $202,500 for this portion of his annual incentive.

  94. 2024 COMPENSATION

    | ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award |

  95. 2024 COMPENSATION

    | ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award |

  96. 2024 COMPENSATION

    Mr. Castro-Caratini's goals centered on further strengthening the balance sheet, optimizing capital management strategies, and providing leadership across the accounting, finance, tax, treasury, investor relations, and sustainability teams. Additionally, he focused on assessing portfolio optimization strategies, advancing the company's cost-savings initiatives, and offering strategic guidance on key technology projects. Specific achievements include: •Balance Sheet Management: Effectively managed the Company's balance sheet, capital sources and leverage, reducing total debt by over $424.5 million while refinancing $500 million in unsecured debt. This included reducing leverage levels from 6.1x to 6.0x and reducing exposure to variable rate debt from 16.4% to 8.6%, year-over-year. •Improved Financial Disclosures: Directed significant improvements in the quality and accessibility of financial disclosures and other publicly available information inclusive of quarterly supplemental and investor presentations. •Capital Efficiency: Helped achieve a nearly 50% reduction in non-recurring capital expenditures, an approximately $348 million decrease compared to the prior year, enhancing overall capital efficiency. •Investor Relations Outreach: Conducted extensive investor outreach, meeting with over 200 institutions representing approximately 69% of ownership of our stock. Engaged with 16 of our top 25 shareholders and held 15 governance focused calls with Board members and significant shareholders, collectively representing over 50% ownership of our stock as of December 31, 2024. •Sustainability Leadership: Guided significant automation in the calculation of the company’s full GHG inventory and further integration of climate risk assessments into the Company’s capital recycling strategies. The Compensation Committee determined Mr. Castro-Caratini’s individual achievements met the threshold payout level and awarded him $41,250 for this portion of his annual incentive.

  97. 2024 COMPENSATION

    | ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award |

  98. 2024 COMPENSATION

    Mr. Thelen’s individual goals were focused on the safe execution of our operational goals at our U.S. and Canadian communities and resorts, maintaining our team-oriented culture, delivering best-in-class resident and customer experiences, and effectively leading our operations team to deliver results. Specific achievements include: •Achieved over 3,200 RPS gains. •Continued to advance our health and safety priorities by achieving a 13% reduction in worker's compensation claims •Increased the company-wide Net Promoter Scores year over year. •Implemented a new property management technology platform to improve efficiency and enhance analytical capabilities. •Streamlined portions of our operating structure to improve efficiency and create growth opportunities for future leaders. •On the sustainability front, Mr. Thelen led a significant initiative to expand opportunities and awareness for diverse groups within Sun. The Compensation Committee determined Mr. Thelen's individual achievements met the threshold payout level and awarded him $37,500 for this portion of his annual incentive.

  99. 2024 COMPENSATION

    | ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award |

  100. 2024 COMPENSATION

    Mr. Aaron Weiss’ individual goals were primarily focused on helping to define, articulate and lead our strategic and corporate objectives, developing and expanding business opportunities, overseeing key third-party relationships, and expanding on certain simplification, operational efficiency and analytical strategies, including our disposition program. Specific achievements include: •Exceeded expectations on our disposition program, resulting in the monetization of $476.8 million of MH, RV and UK assets and land versus our initial 2024 target of $200-$300 million, and oversaw ongoing portfolio evaluation to ensure continual focus on asset maximization. •Completion of successful restructurings including those relating to our legacy land purchase and development program, certain joint ventures and simplification-focused internal reorganizations leading to more efficient oversight of our assets, investments and capital expenditure program. •Sourced new and helped manage and improve existing relationships with strategic, operating and financial partners. •Diligently effectuated certain corporate strategic goals, including enhancing our asset management efforts. •Collaborated with our CEO and CFO on certain capital markets transactions and investor relations strategy. •Continued oversight, with other executives, of Park Holidays, the Sungenia JV and our insurance and consumer lending programs. The Compensation Committee determined Mr. Aaron Weiss' individual achievements met the maximum payout level and awarded him $157,500 for this portion of his annual incentive. Mr. Aaron Weiss also received an incremental annual incentive award of $600,000 for exceeding the Company's expectations related to the Company's disposition program.

  101. 2024 COMPENSATION

    | ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award |

  102. 2025 Long-Term Equity Incentive Awards

    2025 Long-Term Equity Incentive Awards In March 2025, the Compensation Committee approved the Company's 2025 long-term equity incentive award program for the Company's NEOs. The 2025 program is structured substantially the same as the Company's 2024 long-term equity incentive award program described in the section "2024 Long-Term Equity Incentive Awards" on page 69.

  103. 2025 Long-Term Equity Incentive Awards

    | 2025 Proxy Statement | 77 |

  104. Role of the Compensation Consultant

    Role of the Compensation Consultant From time to time, we engage FPC, a nationally known executive compensation consulting firm specializing in the public REIT industry, to help us evaluate the elements and levels of our executive compensation, including base salaries, annual cash incentive awards and annual equity-based incentives for our NEOs, and to determine our peer group for examining executive compensation. All executive compensation services provided by FPC are conducted under the direction or authority of the Compensation Committee.

  105. Use of Comparative Market Data in Compensation Decisions

    Use of Comparative Market Data in Compensation Decisions In setting the 2024 compensation elements and levels for the NEOs, the Compensation Committee considered several main compensation components including base salary, target annual non-equity incentive and long-term incentive awards (collectively “total remuneration”) on an actual and target basis, as well as per individual and in aggregate, across the team, as well as other factors. The Compensation Committee selected our peer group and similarly sized REITs to compare and benchmark our executive compensation based on a number of quantitative and qualitative factors including, but not limited to, revenues, total assets, market capitalization, industry, sub-industry, location, TSR history, executive compensation components and peer decisions made by other companies. Noting that the Company has only one publicly traded direct business peer of similar size, the Compensation Committee, in consultation with FPC, strove to formulate our 2024 peer group of publicly traded companies that includes the following characteristics, placing an emphasis on relative size:

  106. Use of Comparative Market Data in Compensation Decisions

    | Guiding Factors for Selecting SUI Peers | | | Public Manufactured Housing REITs | There are two other public REITs (only one of which is of similar size to the Company) that are classified by Nareit within the manufactured homes sub-sector of the FTSE Nareit Residential Index. | | Industry and business strategy | Companies with similar business models, philosophies, and investment criteria, including companies that are classified within the broader FTSE Residential Index. | | Size | Companies which are similar in size and scope, with the primary measure being total capitalization (debt plus equity) and leasable units under management. | | Operational intensity and complexity | Companies with a comparable number of leasing units administered and similar complexity of diverse business activities and geographic reach. | | Competition | Companies that we compete with for executive talent, and companies that we compete with for investors and which key analysts name as a peer. | | Other considerations | Companies that cite us as a compensation peer. |

  107. Use of Comparative Market Data in Compensation Decisions

    | 78 | Sun Communities, Inc. |

  108. Use of Comparative Market Data in Compensation Decisions

    In setting the 2024 compensation elements, the Compensation Committee considered and relied on the above analysis. As result, our peer group composition for our 2024 compensation remained unchanged from that disclosed in 2023 and includes the companies shown in the table below:

  109. Use of Comparative Market Data in Compensation Decisions

    | Company Name | Property Focus | Headquarters | | AvalonBay Communities, Inc. | Multi-Family | Arlington, VA | | Camden Property Trust | Multi-Family | Houston, TX | | CubeSmart | Self-Storage | Malvern, PA | | Equity LifeStyle Properties, Inc. | Manufactured Home | Chicago, IL | | Equity Residential | Multi-Family | Chicago, IL | | Essex Property Trust, Inc. | Multi-Family | San Mateo, CA | | Extra Space Storage Inc. | Self-Storage | Salt Lake City, UT | | Federal Realty Investment Trust | Retail | North Bethesda, MD | | Invitation Homes, Inc. | Single-Family | Dallas, TX | | Mid-America Apartment Communities, Inc. | Multi-Family | Germantown, TN | | UDR, Inc. | Multi-Family | Highlands Ranch, CO | | Ventas, Inc. | Health Care | Chicago, IL |

  110. Use of Comparative Market Data in Compensation Decisions

    The total capitalization of our peer group composition for our 2024 compensation as of December 31, 2024 was as follows:

  111. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table includes information concerning compensation for our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022:

  112. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Non-Equity Incentive(1) | Stock Awards(2) | All Other Compensation | Total | | Gary A. Shiffman Chairman and CEO | 2024 | $900,000 | $495,000 | $558,688 | $14,433 | $1,968,121 | | | 2023 | $900,000 | $747,000 | $9,283,660 | $16,086 | $10,946,746 | | | 2022 | $900,000 | $1,665,000 | $12,395,450 | $6,132 | $14,966,582 | | John McLaren President | 2024 | $340,734(3) | $225,000 | $2,635,200(4) | $61,932(5) | $3,262,866 | | | 2023 | $400,000 | $200,000 | $— | $39,987 | $639,987 | | | 2022 | $650,000 | $1,202,500 | $3,645,721 | $37,324 | $5,535,545 | | Fernando Castro-Caratini Executive Vice President, CFO, Treasurer and Secretary | 2024 | $550,000 | $185,625 | $1,676,063 | $10,889 | $2,422,577 | | | 2023 | $550,000 | $366,850 | $2,475,643 | $8,637 | $3,401,130 | | | 2022 | $474,868 | $669,625 | $1,533,655 | $7,205 | $2,685,353 | | Bruce D. Thelen Executive Vice President, COO | 2024 | $500,000 | $187,500 | $1,899,538 | $8,458 | $2,595,496 | | | 2023 | $500,000 | $508,250 | $2,104,296 | $7,560 | $3,120,106 | | | 2022 | $500,000 | $527,500 | $1,559,186 | $7,205 | $2,593,891 | | Aaron Weiss Executive Vice President of Corporate Strategy and Business Development | 2024 | $525,000 | $895,313 | $1,899,538 | $61,932(5) | $3,381,783 | | | 2023 | $525,000 | $393,488 | $1,856,732 | $42,643(5) | $2,817,863 | | | 2022 | $525,000 | $789,188 | $1,039,457 | $35,938(5) | $2,389,583 |

  113. SUMMARY COMPENSATION TABLE

    (1)Annual incentives earned for a year are paid in the subsequent year. This column includes annual incentives earned for the 2024, 2023 and 2022 performance years paid in 2025, 2024 and 2023, respectively. See "2024 Compensation Decisions" above for additional information. (2)Except as described in footnote (4) below, this column includes restricted stock awards granted in 2024, 2023 and 2022 for the 2023, 2022 and 2021 performance years, respectively. Amounts disclosed above represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to these grants, refer to Note 11, "Share-Based Compensation," in the Consolidated Financial Statements of our 2024 Annual Report on Form 10-K. (3)Mr. McLaren was appointed as President on November 6, 2024. The 2024 base salary is a prorated amount that was primarily paid while Mr. McLaren was performing his duties as a Senior Advisor. (4)Upon his appointment as President on November 6, 2024, Mr. McLaren was granted 50,000 restricted shares under our incentive plan. Mr. McLaren's 2024 stock award value of $2.6 million represents the grant date fair value of the 20,000 time based restricted shares that were granted on November 6, 2024. Mr. McLaren was also awarded 30,000 market based shares that did not meet the criteria to recognize in 2024 in accordance with ASC 718. Accordingly, the 30,000 market based shares will be included in Mr. McLaren's 2025 compensation for the Summary Compensation Table. (5)Includes £43,799 (or approximately $54,972), £26,177 (or approximately $33,327) and £25,487 (or approximately $31,019) received as director fees for serving on the board of a UK subsidiary of the Company during the years ended December 31, 2024, 2023 and 2022, respectively. The director fees were paid in Pounds sterling and converted to U.S. Dollars at the USD / GBP spot rate of 1.2551, 1.2731 and 1.2171 at December 31, 2024, 2023 and 2022, respectively.

  114. SUMMARY COMPENSATION TABLE

    | 82 | Sun Communities, Inc. |

  115. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information on grants of awards under any plan received by our NEOs for the year ended December 31, 2024. Estimated future payouts under non-equity incentive plan awards represent cash incentive opportunities that were paid in 2025 for 2024 performance. Estimated future payouts under equity incentive plan awards represent the estimated future payouts of equity awards granted in 2024 for 2023 performance.

  116. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards(1)(2) (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Gary A. Shiffman | Annual incentive | | $900,000 | $1,350,000 | $1,800,000 | | | | | | | | Time | 3/4/2024 | | | | | | | 2,000 | $264,260 | | | Market | 3/4/2024 | | | | 1,800 | 2,400 | 3,000 | | $294,428 | | John McLaren | Annual incentive | | $270,000 | Not specified | Not specified | | | | | | | | Time | 11/6/2024 | | | | | | | 20,000 | $2,635,200 | | | Market(4) | N/A | | | | — | — | — | | $— | | Fernando Castro-Caratini | Annual Incentive | | $275,000 | $550,000 | $1,100,000 | | | | | | | | Time | 3/4/2024 | | | | | | | 6,000 | $792,780 | | | Market | 3/4/2024 | | | | 5,400 | 7,200 | 9,000 | | $883,283 | | Bruce D. Thelen | Annual Incentive | | $250,000 | $500,000 | $1,000,000 | | | | | | | | Time | 3/4/2024 | | | | | | | 6,800 | $898,484 | | | Market | 3/4/2024 | | | | 6,120 | 8,160 | 10,200 | | $1,001,054 | | Aaron Weiss | Annual Incentive | | $262,500 | $525,000 | $1,050,000 | | | | | | | | Time | 3/4/2024 | | | | | | | 6,800 | $898,484 | | | Market | 3/4/2024 | | | | 6,120 | 8,160 | 10,200 | | $1,001,054 |

  117. GRANTS OF PLAN-BASED AWARDS

    (1)All market-based and time-based equity incentive awards were granted under the Sun Communities, Inc. 2015 Equity Incentive Plan. (2)There were no stock options granted to our NEOs in the year ended December 31, 2024. (3)Amounts disclosed above represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to these grants, refer to Note 11, "Share-Based Compensation," in the Consolidated Financial Statements of our 2024 Annual Report on Form 10-K. (4)On November 6, 2024, Mr. McLaren was granted 50,000 shares of restricted stock, 20,000 of which will vest in equal annual installments over five years ("time based shares"), and 30,000 of which are subject to performance vesting after three years based on certain market performance criteria ("market based shares"). In accordance with ASC 718, we concluded that the grant date for the time-based shares was November 6, 2024, and these shares are included in the table above. In contrast, for the market based shares, we concluded that the grant date had not yet occurred as of December 31, 2024, and we excluded the market based shares from the table above.

  118. GRANTS OF PLAN-BASED AWARDS

    | 2025 Proxy Statement | 83 |

  119. OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024 The following table provides certain information with respect to the value of all restricted share awards previously granted to our NEOs. None of the NEOs hold any unexercised options.

  120. OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024

    | | | | Share Awards | | | Name | Grant Date | Time Vested, Market or Performance(1) | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(2) | | Gary A. Shiffman | 2/13/2020 | T1 | 5,200 | $639,444 | | | 3/17/2021 | T1 | 13,600 | $1,672,392 | | | 2/23/2022 | T1 | 20,400 | $2,508,588 | | | 2/23/2022 | M1 | 51,000 | $—(3) | | | 2/24/2023 | T1 | 24,000 | $2,951,280 | | | 2/24/2023 | M1 | 45,000 | $1,981,047 | | | 3/4/2024 | T1 | 2,000 | $245,940 | | | 3/4/2024 | M1 | 3,000 | $205,363 | | Total | | | 164,200 | $10,204,054 | | John McLaren | 2/13/2020 | T1 | 2,000 | $245,940 | | | 3/17/2021 | T1 | 4,000 | $491,880 | | | 2/23/2022 | T1 | 6,000 | $737,820 | | | 2/23/2022 | M1 | 15,000 | $—(3) | | | 11/6/2024 | T1 | 20,000 | $2,459,400 | | Total | | | 47,000 | $3,935,040 | | Fernando Castro-Caratini | 3/3/2020 | T1 | 400 | $49,188 | | | 3/3/2020 | T1 | 400 | $49,188 | | | 3/5/2021 | T1 | 800 | $98,376 | | | 3/5/2021 | T1 | 1,600 | $196,752 | | | 2/24/2022 | T1 | 5,100 | $627,147 | | | 2/24/2023 | T1 | 6,400 | $787,008 | | | 2/24/2023 | M1 | 12,000 | $528,279 | | | 3/4/2024 | T1 | 6,000 | $737,820 | | | 3/4/2024 | M1 | 9,000 | $616,089 | | Total | | | 41,700 | $3,689,847 | | Bruce D. Thelen | 3/3/2020 | T1 | 400 | $49,188 | | | 3/3/2020 | T1 | 600 | $73,782 | | | 2/11/2021 | T1 | 1,360 | $167,239 | | | 2/24/2022 | T1 | 2,520 | $309,884 | | | 2/24/2022 | M1 | 6,300 | $—(3) | | | 2/24/2023 | T1 | 5,440 | $668,957 | | | 2/24/2023 | M1 | 10,200 | $449,037 | | | 3/4/2024 | T1 | 6,800 | $836,196 | | | 3/4/2024 | M1 | 10,200 | $698,234 | | Total | | | 43,820 | $3,252,517 | | Aaron Weiss | 10/18/2021 | T1 | 4,596 | $565,170 | | | 2/24/2022 | T1 | 1,680 | $206,590 | | | 2/24/2022 | M1 | 4,200 | $—(3) | | | 2/24/2023 | T1 | 4,800 | $590,256 | | | 2/24/2023 | M1 | 9,000 | $396,209 | | | 3/4/2024 | T1 | 6,800 | $836,196 | | | 3/4/2024 | M1 | 10,200 | $698,234 | | Total | | | 41,276 | $3,292,655 |

  121. OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024

    | 84 | Sun Communities, Inc. |

  122. OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024

    | (1) Time-Vested Anniversary Year | T1 | | 1 | 20% | | 2 | 20% | | 3 | 20% | | 4 | 20% | | 5 | 20% |

  123. OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024

    | Market Anniversary Year | M1 | | 1 | —% | | 2 | —% | | 3 | 100% |

  124. OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2024

    (2)Time shares valued based on the closing price of our common stock on the NYSE of $122.97 as of December 31, 2024, Market shares valued using the valuation price of the respective market shares as of December 31, 2024. (3)Market shares were valued at zero as of December 31, 2024 as all shares were forfeited on 1/1/2025 as the vesting criteria was not met.

  125. STOCK VESTED DURING 2024

    STOCK VESTED DURING 2024 The following table sets forth certain information concerning shares held by our NEOs that vested during the year ended December 31, 2024:

  126. STOCK VESTED DURING 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Gary A. Shiffman | 35,017 | $4,556,534 | | John McLaren | 10,292 | $1,335,114 | | Fernando Castro-Caratini | 6,450 | $836,996 | | Bruce Thelen | 5,080 | $651,223 | | Aaron Weiss | 4,058 | $544,141 |

  127. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. Our pay ratio is provided to assist in evaluating our compensation practices and may not be meaningful when compared against other companies as impacts of varying organizational structures on employment bases and their respective compensation practices, as well as the methodology, assumptions and estimates each company uses in determining its median employee, may impact the pay ratios among and within industries. As an owner and self-operator of the majority of our 645 properties, the Company employs significantly more on-site property-level employees than real estate companies in other sectors, such as office and retail, or those that hire outside property management companies to manage most or all of their properties. While it has retained third-party property managers for a limited number of properties, the Company’s strategy generally involves self-management of its assets, which aligns the long-term investment interests of our shareholders with our focused management of income, expense and capital expenditures. This alignment of interest allows our employees to act as owners, a strategy that has served our shareholders well in the long-term. For the year ended December 31, 2024, the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $40,086. The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $1,968,121. Based on this information, our CEO pay ratio for 2024 was 49:1. Over the last three years, shareholders have approved our executive compensation program by an average of 90% support of the votes cast. As set forth in the Compensation Discussion and Analysis, we believe our shareholders’ overwhelming support for the Company’s compensation program reflects the strong alignment between our CEO’s pay and performance. This information is being provided for compliance purposes. Neither the Compensation Committee nor the management of the Company used the pay ratio measure in making compensation decisions.

  128. CEO PAY RATIO

    | 2025 Proxy Statement | 85 |

  129. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table illustrates disclosed compensation from the Summary Compensation Table and compensation “actually paid” to our PEO and Non-PEO NEOs, as well as (i) our cumulative TSR performance, (ii) the TSR of the Dow Jones U.S. Real Estate Residential Index, (iii) our Net Income, and (iv) our Core FFO, our Company selected metric, for the years ended December 31, 2024, 2023, 2022, 2021 and 2020:

  130. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment(1) Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Dow Jones U.S. Real Estate Residential Index | Net Income / (loss)(2) | Core FFO / Share | | 2024 | $1,968,121 | $(1,998,961) | $2,765,681 | $1,908,646 | $92.68 | $118.20 | $93,900,000 | $6.81 | | 2023 | $10,946,746 | $(21,335) | $2,844,291 | $2,225,608 | $97.75 | $104.78 | $(213,300,000) | $7.10 | | 2022 | $14,966,582 | $(537,705) | $3,633,375 | $650,211 | $101.62 | $97.44 | $242,000,000 | $7.35 | | 2021 | $13,828,288 | $31,577,299 | $4,197,956 | $7,604,150 | $145.84 | $142.12 | $380,200,000 | $6.51 | | 2020 | $11,142,423 | $9,511,035 | $5,226,779 | $5,220,325 | $103.58 | $89.74 | $131,600,000 | $5.09 |

  131. PAY VERSUS PERFORMANCE TABLE

    (1)This calculation assumes a $100.00 investment on December 31, 2019, a reinvestment of distributions and actual increase of the market value of our common stock relative to an initial investment of $100.00. (2)Net Income / (loss) attributable to Sun Communities, Inc. common shareholders. Our PEO and Non-PEO NEOs included in the table above are as follows:

  132. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO | Non-PEO NEOs | | 2024 | Gary A. Shiffman | Fernando Castro-Caratini, Bruce D. Thelen, John B. McLaren, Aaron Weiss | | 2023 | Gary A. Shiffman | Fernando Castro-Caratini, Bruce D. Thelen, Marc Farrugia, Aaron Weiss | | 2022 | Gary A. Shiffman | Fernando Castro-Caratini, Karen J. Dearing, John B. McLaren, Bruce D. Thelen, Aaron Weiss | | 2021 | Gary A. Shiffman | Karen J. Dearing, John B. McLaren, Bruce D. Thelen, Aaron Weiss | | 2020 | Gary A. Shiffman | Karen J. Dearing, John B. McLaren, Bruce D. Thelen, Baxter R. Underwood |

  133. PAY VERSUS PERFORMANCE TABLE

    | 2025 Proxy Statement | 87 |

  134. PAY VERSUS PERFORMANCE TABLE

    Differences in our summary compensation table amounts and compensation actually paid reflect the following:

  135. PAY VERSUS PERFORMANCE TABLE

    | Year | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | | Deduction for amounts reported under the “Stock Awards” in the summary compensation table | $(558,688) | $(2,027,585) | $(9,283,660) | $(1,918,623) | $(12,395,450) | $(2,284,748) | $(11,171,661) | $(2,877,390) | $(9,208,679) | $(4,361,230) | | Increase based on ASC 718 fair value of awards granted during the year that remain unvested as of year end, determined as of year end | 451,303 | 1,720,542 | 7,561,009 | 1,562,608 | 9,536,728 | 1,757,757 | 17,581,362 | 4,169,907 | 8,972,498 | 4,533,145 | | Increase based on ASC 718 fair value of awards granted during the year that vested during the year, determined as of vesting date | — | — | — | — | — | — | — | — | — | — | | Increase / (deduction) for awards granted during prior year that were outstanding and unvested as of year end, determined based on change in ASC 718 fair value from prior year end to current year end | (4,431,955) | (673,926) | (8,671,507) | (356,644) | (10,955,590) | (2,231,046) | 11,147,435 | 1,988,939 | 86,515 | 43,861 | | Increase / (deduction) for awards granted during prior year that vested during the year, determined based on change in ASC 718 fair value from prior year end to vesting date | (123,488) | (22,847) | (773,054) | (8,584) | (2,602,551) | (389,594) | (414,809) | (22,465) | (2,576,195) | (404,974) | | Deduction of ASC 718 fair value of awards granted during prior year that were forfeited during current year, determined as of prior year end | — | — | (725,010) | — | — | — | (356,171) | (29,706) | — | — |

  136. PAY VERSUS PERFORMANCE TABLE

    | 88 | Sun Communities, Inc. |

  137. PAY VERSUS PERFORMANCE TABLE

    | Addition of any dividends or other earnings paid on equity awards during the 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 year | 695,746 | 146,781 | 924,141 | 102,560 | 912,577 | 164,467 | 962,854 | 176,909 | 1,094,473 | 182,743 | | Total Adjustments | $(3,967,082) | $(857,035) | $(10,968,081) | $(618,683) | $(15,504,286) | $(2,983,164) | $17,749,010 | $3,406,194 | $(1,631,388) | $(6,455) |

  138. PAY VERSUS PERFORMANCE TABLE

    Our compensation "actually paid" is heavily influenced by the fair value of equity awards from year to year. As stock price volatility and fluctuations in the stock market impact the valuations of our awards, our resulting compensation “actually paid” to our PEO and our Non-PEO NEOs can be higher or lower (or even negative, as shown for 2022 through 2024), than the figures disclosed in the summary compensation table. This is particularly true for our PEO, whose equity awards made up approximately 82% of total compensation for 2020 through 2023, and therefore have a significant impact on our overall "actually paid" compensation.

  139. PAY VERSUS PERFORMANCE TABLE

    | 2025 Proxy Statement | 89 |

  140. Description of the Relationship Between Pay Versus Performance

    Description of the Relationship Between Pay Versus Performance The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to Non-PEO NEOs, with (i) our cumulative TSR, (ii) the TSR of the Dow Jones U.S. Real Estate Residential Index, (iii) our Net Income, and (iv) our Core FFO, for the years ended December 31, 2020, 2021, 2022, 2023 and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends were reinvested. Our program is structured to pay for performance, with an annual incentive award that is largely tied to Core FFO Growth, Same Property Combined NOI Growth (of MH, RV, Marina, and UK), effective management of general and administrative expense growth and leverage, and sustainability initiatives, and had previously considered acquisitions and expansions and developments. Our program also includes long-term incentives that are primarily performance-based and align with investor interests as performance is solely predicated on our TSR performance versus that of the MSCI U.S. REIT Index with an absolute TSR modifier that caps our payouts if our return is negative. As such, our compensation paid and performance are strongly aligned, as shown in the graphs below: (1) 2023 Net Income was ($213,300), which is not reflected in the chart above due to size restrictions.

  141. Description of the Relationship Between Pay Versus Performance

    | 90 | Sun Communities, Inc. |