DEF 14A of Sun Communities Inc
Filed Mar 30, 2026 · FY20250000912593-26-000141
NOMINEE BIOGRAPHICAL SUMMARY
NOMINEE BIOGRAPHICAL SUMMARY
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Charles D. Young Chief Executive Officer and Director, Sun Communities, Inc., effective October 1, 2025 Age: 57 Director since: 2025 Current Committee: Executive | | Directorship Experience | | | •Director, Sun Communities, Inc. •Trustee, Stanford University •Director, Floor and Decor Holdings, Inc. ("FND") •Former board member, Federal Home Loan of Chicago | | | Career Highlights and Qualifications | | | •Over 25 years of leadership experience in real estate operations, development, and investment management •Extensive background in both public and private real estate sectors across operating, investment, and development roles •BA in Economics and MBA from Stanford University's Graduate School of Business | |
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Gary A. Shiffman Chairman of the Board Age: 71 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) | |
NOMINEE BIOGRAPHICAL SUMMARY
| 2026 Proxy Statement | 19 |
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Tonya Allen Director, Sun Communities, Inc. President of the McKnight Foundation Age: 53 Director since: 2021 Current Committees: NCG Chair, 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 | |
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Meghan G. Baivier Lead Independent Director, Sun Communities, Inc. CFO of Aligned Data Centers, LLC Age: 46 Director since: 2017 Current Committees: Compensation Chair, Audit, Executive | | 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 | |
NOMINEE BIOGRAPHICAL SUMMARY
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NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Jeff T. Blau Director, Sun Communities, Inc. CEO and Partner of Related Companies L.P. Age: 57 Director since: 2023 Current Committees: Capital Allocation 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 organizations, including Equinox Holdings, Inc., the Central Park Conservancy, the New York City Partnership Fund, Robin Hood Foundation, Real Estate Roundtable, the Wharton Graduate School, the University of Michigan, 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 | |
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Mark A. Denien Director, Sun Communities, Inc. Former Executive Vice President and Chief Financial Officer of Duke Realty Corporation Age: 59 Director since: 2025 Current Committees: Audit | | Directorship Experience | | | •Serves as Board Member, Chair of the Audit Committee, and Compensation Committee member of Acadia Realty Trust (NYSE: AKR) •Serves as Director and member of the Audit Committee and Nominating, Compensation and Governance Committee for JLL Income Property Trust •Past Chair and current member of the Board of Directors of Goodwill Industries of Central and Southern Indiana | | | Career Highlights and Qualifications | | | •Over 30 years of financial experience in the real estate industry, including extensive real estate investment, capital markets, REIT and accounting experience •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 | |
NOMINEE BIOGRAPHICAL SUMMARY
| 2026 Proxy Statement | 21 |
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Jerome W. Ehlinger Director, Sun Communities, Inc. Retired real estate business manager, portfolio manager and Chief Investment Officer Age: 54 Director since: 2024 Current Committees: Audit, NCG | | 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 | |
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: 60 Director since: 2014 Current Committees: Capital Allocation, Compensation | | 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. •President of Jewish Federation of Detroit | | | 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 | |
NOMINEE BIOGRAPHICAL SUMMARY
| 22 | Sun Communities, Inc. |
NOMINEE BIOGRAPHICAL SUMMARY
| | | | | Craig A. Leupold Director, Sun Communities, Inc. CEO, GSI Capital Advisors Age: 63 Director since: 2024 Current Committee: Capital Allocation, NCG | | 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 | |
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 has appointed six new directors to the Board since 2021, representing two-thirds of the nominees for election to the Board at the Annual Meeting. This refreshment initiative included the additions of Mark A. Denien and Charles D. Young to the Board in 2025. Additionally, Clunet R. Lewis is not standing for re-election at the Annual Meeting. To further focus on refreshment, there have been and will be several changes to committee memberships to help facilitate new perspectives and to align the talents of our directors with the missions of the committees.
BOARD COMPOSITION AND REFRESHMENT
| 2026 Proxy Statement | 23 |
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) capital markets experience, (g) marketing and / or investor relations experience, (h) executive leadership and talent development experience, (i) corporate governance experience and (j) experience in Environmental, Social and Governance initiatives and implementation.
QUALIFICATIONS, EXPERTISE AND ATTRIBUTES
| Skills and Qualifications | | Shiffman | Allen | Baivier | Blau | Denien | Ehlinger | Hermelin | Leupold | Young | | | 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 | | | | | | | | | | | | 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 | | | | | | | | | |
QUALIFICATIONS, EXPERTISE AND ATTRIBUTES
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CONSIDERATION OF DIRECTOR NOMINEES
CONSIDERATION OF DIRECTOR NOMINEES
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our current directors are Gary A. Shiffman, Charles D. Young, Tonya Allen, Meghan G. Baivier, Jeff T. Blau, Mark A. Denien, 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. Clunet R. Lewis will not stand for re-election at the Annual Meeting. 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.
BOARD OF DIRECTORS
| 2026 Proxy Statement | 27 |
DIRECTOR COMPENSATION – 2025
DIRECTOR COMPENSATION – 2025 During 2025, we paid non-employee directors the following annual fees: Non-Employee Director(1)
DIRECTOR COMPENSATION – 2025
| Additional Cash Fees | | | | Lead Independent Director | $20,000 | | | Committees of the Board | Committee Chair Fees | Committee Membership Fees | | Audit Committee | $24,000 | $20,000 | | Compensation Committee | $18,000 | $14,000 | | Capital Allocation Committee | $18,000 | $14,000 | | NCG Committee | $18,000 | $14,000 | | Executive Committee | — | $14,000 |
DIRECTOR COMPENSATION – 2025
(1) The fair value associated with this award for Mr. Denien was $149,160 based 1,200 restricted shares granted on May 13, 2025.
DIRECTOR COMPENSATION – 2025
| 2026 Proxy Statement | 43 |
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, 2025 and the restricted shares outstanding at December 31, 2025:
Director Compensation
| | | Compensation | | | | Aggregate number of restricted shares outstanding at December 31, 2025 | | | | Directors | Fees Earned | 2025 Restricted Stock Award(1) | 2025 Dividends on Restricted Stock | Total | | | | | Tonya Allen | $94,527 | $196,224 | $44,670 | $335,421 | | 5,600 | | | Meghan G. Baivier | $123,483 | $196,224 | $44,670 | $364,377 | | 5,600 | | | Stephanie W. Bergeron | $37,550 | $196,224 | $10,622 | $244,396 | | —(3) | | | Jeff T. Blau | $96,000 | $196,224 | $43,072 | $335,296 | | 5,600 | | | Brian M. Hermelin | $93,473 | $196,224 | $44,670 | $334,367 | | 5,600 | | | Jerome Ehlinger | $92,846 | $196,224 | $11,232 | $300,302 | | 3,600 | | | Craig A. Leupold | $86,846 | $196,224 | $27,152(2) | $310,222 | | 3,600(2) | | | Clunet R. Lewis | $113,044 | $196,224 | $44,670 | $353,938 | | 5,600 | | | Mark Denien | $53,077 | $149,160 | $7,296 | $209,533 | | 1,200 |
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. For additional information on the valuation assumptions with respect to these grants, refer to Note 9, “Share-Based Compensation,” in the Consolidated Financial Statements of our 2025 Annual Report on Form 10-K. (2)Mr. Leupold elected to defer receipt of these restricted shares in accordance with the Sun Communities, Inc. Non-Employee Directors Deferred Compensation Plan. (3)Ms. Bergeron held a total of 5,600 outstanding restricted shares that vested on an accelerated basis upon her retirement on May 13, 2025.
Director Compensation
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Director Compensation
Director Compensation
CEO New Hire Compensation
CEO New Hire Compensation In July 2025, the Company announced the appointment of Charles D. Young as our CEO, effective on October 1, 2025. Mr. Young is a seasoned senior real estate and investment executive with over 25 years of leadership experience in real estate operations, development, and investment management. Beginning in March 2023, he served as President of Invitation Homes Inc., the nation’s premier single-family home leasing and management company. He previously served as Chief Operating Officer of Invitation Homes, as well as in senior roles at Starwood Waypoint Homes and Mesa Development. Earlier in his career, he worked at Goldman Sachs in real estate principal investments and M&A. The Board believes that Mr. Young has the ideal industry experience and operational background to drive sustainable, long-term growth at the Company. As part of the onboarding process, the Compensation Committee of the Board spent significant time reviewing Mr. Young's proposed compensation package with an independent compensation consultant. The Compensation Committee concluded that it was critical to offer Mr. Young the following one-time, new hire awards in order to attract Mr. Young, a highly sought-after executive, and to compensate Mr. Young for cash and equity compensation forfeited at his former employer. The Company and Mr. Young entered into an employment agreement dated July 20, 2025. Under the terms of the agreement, Mr. Young will receive an annual base salary of $900,000 and will be eligible to receive an annual cash bonus at a target amount of 200% of his base salary. The annual cash bonus for each year will be determined by the Compensation Committee of the Board, based on individual goals and objectives for Mr. Young, the Company's performance, or other relevant criteria. On October 1, 2025, Mr. Young received a one-time, retention-based cash bonus of $750,000, relocation benefits with a value of $300,000, and long-term and other equity incentive awards, each of which is reported in the 2025 Summary Compensation Table for Mr. Young on page 82. All one-time compensation amounts above, and 100% of the long-term and other equity incentive awards below, represented make-whole compensation that was necessary to partially compensate Mr. Young for equity and other compensation forfeited at his prior employer. The fair value of equity awards and one-time compensation received by Mr. Young was only approximately 80% of the value forfeited at his prior employer, with approximately 40% of the make-whole equity granted consisting of "at risk" performance based awards. The terms of the equity incentive awards are noted in the table below:
CEO New Hire Compensation
| | Metric | Threshold | Target | Maximum | | Market Performance Shares | Relative TSR vs. MSCI US REIT Index | 35th Percentile | 55th Percentile | 75th Percentile | | | Payout | 60% | 80% | 100% |
CEO New Hire Compensation
(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 four-year period on a pro rata basis beginning on the first anniversary of the grant date of the award.
CEO New Hire Compensation
(3)Measured over a three-year period from January 1, 2025 to December 31, 2027, vesting on January 1, 2028, with payout on a pro rata basis between levels and a limit to Target payout if absolute TSR is negative. For accounting purposes under ASC 718, the grant date for the market performance award is October 1, 2025. (4)Represents unrestricted stock granted as an inducement award in connection with Charles D. Young’s appointment as our CEO, which was granted outside of our 2015 Equity Incentive Plan in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. Under his employment agreement, in 2026, the Company agreed to grant Mr. Young restricted stock with a target grant date value of $6,000,000, 60% of which was to be subject to performance-based vesting and 40% of which was to be subject to time-based vesting. In connection with 2026 executive compensation decisions, Mr. Young waived his contractual right to this 60%/40% allocation and agreed to receive an even greater proportion of his compensation linked to the Company's performance, with 70% of his 2026 award subject to performance-based vesting and 30% subject to time-based vesting. This update is consistent with the 2026 structure and further aligns Mr. Young's compensation with the Company's performance. Going forward, Mr. Young's long-term equity incentive awards are expected to be 70% performance-based every year. Refer to "2026 Executive Compensation Actions" on page 76 for additional details.
CEO Transition
| | | Vested Awards | | | | | Name | Type | Grant Date | Number of Shares Vested on an Accelerated Basis | | Value Realized at Vesting | | Gary A. Shiffman | Time vesting | 3/17/2021 | | 6,800 | $830,484 | | | Time vesting | 2/23/2022 | | 13,600 | $1,660,968 | | | Time vesting | 2/24/2023 | | 18,000 | $2,198,340 | | | Market performance | 2/24/2023 | | 45,000 | $5,495,850 | | | Time vesting | 3/4/2024 | | 1,600 | $195,408 | | | Market performance | 3/4/2024 | | 3,000 | $366,390 | | | Time vesting | 3/7/2025 | | 12,000 | $1,465,560 | | | Market performance | 3/7/2025 | | 18,000 | $2,198,340 | | | Total | | | 118,000 | $14,411,340 |
CFO Transition
| | | Vested Awards | | | | | Name | Type | Grant Date | Number of Shares Vested on an Accelerated Basis | | Value Realized at Vesting | | Fernando Castro-Caratini | Time vesting | 3/5/2021 | | 1,200 | $150,564 | | | Time vesting | 2/24/2022 | | 3,400 | $426,598 | | | Time vesting | 2/24/2023 | | 4,800 | $602,256 | | | Market performance | 2/24/2023 | | 12,000 | $1,505,640 | | | Time vesting | 3/4/2024 | | 4,800 | $602,256 | | | Market performance | 3/4/2024 | | 9,000 | $1,129,230 | | | Total | | | 35,200 | $4,416,544 |
Large Emphasis on “At-Risk” Pay
| All NEOs* | 8.6% Base Salary | 28.4% Target Bonus | 63.0% Target Long-Term Incentives | | | | 91.4% At Risk | |
Best In Class Design
Best In Class Design The equity component of our program is predominantly performance-based – historically all of the performance portion is tied to relative total shareholder return (“TSR”) performance. Moreover, performance hurdles for equity awards are designed to require outperformance, where target pay will result from 55th percentile performance, further reinforcing our commitment to driving superior long-term results. Our program also incorporates an absolute TSR modifier, which reduces the potential of funding for executives if returns in a given performance period are negative. These best practices have been in place since 2018 and ensure a direct alignment in terms of executive pay and shareholder value performance. Furthermore, in light of our theme of strategic transformation and recent leadership transitions, management and the Compensation Committee performed a peer analysis of the current compensation structure. As a result of this analysis, the Compensation Committee concluded that it would be beneficial to make certain modifications to the design of our executive compensation program for 2026. The modified plan maintains many of the key aspects that garnered such strong shareholder support in the past, while also implementing the following enhancements that further align our executive team's compensation with the Company's performance: •Increased allocation of long-term incentive awards to performance-based metrics, with 70% of the target value allocated to performance vesting and 30% allocated to time vesting (compared to the prior mix of 60% performance/40% time); •Inclusion of an additional Relative TSR Index, the NAREIT Residential Index, that better correlates to the Company's core business; •Addition of a new performance-based metric based on NOI to incentive the executive team to focus on longer-term strategy, which should correlate with shareholder returns; and •Enhanced upside opportunity for executives to be rewarded for the Company's success, with the potential for a 200% vesting in a maximum payout scenario. Refer to "2026 Executive Compensation Actions" on page 76 for additional details related to the enhanced 2026 executive compensation plan.
Best In Class Design
| | | | | | | INVESTOR ALIGNMENT | | TARGET TO OUTPERFORM | | ABSOLUTE TSR MODIFIER | | Performance-based portion of the long-term incentive award based primarily on TSR | | The Company must outperform the MSCI U.S. REIT Index and NAREIT Residential 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 |
Long-Term Incentive Awards: Largest Pay Component and 100% Aligned with Investors; Third Consecutive Year of No Payouts for Market Performance Awards
Long-Term Incentive Awards: Largest Pay Component and 100% Aligned with Investors; Third 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 three most recently completed performance-based equity award cycles (2021-2023, 2022-2024, and 2023-2025) have resulted in no payouts to executives, further reinforcing the alignment of pay-for-performance. 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 three fiscal years, all market performance equity has paid out at $0 compared to the grant date fair value of each year and what is included in the Summary Compensation Table. We also show that for the market performance equity for the 2024-2026 award cycle, we are now tracking to meet the Threshold payout (vesting at 60%) as of December 31, 2025, due to the Company's improved stock price performance in 2025. ALL NEO Market Performance Awards Grant Date Value vs.
Actual Realized Equity Pay
| Market Performance-Based Long-Term Equity Incentive Award Tracking through December 31, 2025 | | | | | | | | | 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 | | | 100% Completed | | | | 0% Payout | | 2024-2026 | | | | | | | | | Relative TSR vs. MSCI US REIT Index | | | | 67% Completed | | | Tracking to Threshold | | 2025-2027 | | | | | | | | | Relative TSR vs. MSCI US REIT Index | | | | | 33% Completed | | Tracking to Target |
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 | | 75% Corporate Performance Goals Metrics: Core FFO per Share Performance, Same Property NOI, CNOI, and Net Debt / TTM Recurring EBITDA. 25% Individual Goals | | Subject to continued employment | Based on Company’s 3-year TSR relative to MSCI U.S. REIT Index |
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.
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.
Long-Term Incentives
| 2026 Proxy Statement | 59 |
2025 Base Salary
2025 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, RV, 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.
2025 Base Salary
(1)The base salary paid was prorated for the effective date of Mr. Young's and Mr. McLaren's employment agreements. (2)Mr. Young received an annual base salary of $900,000 on October 1, 2025, in conjunction with his appointment as CEO under a new employment agreement. (3)Mr. McLaren received a base salary of $600,000 on November 6, 2024, in conjunction with his appointment as President under a new employment agreement. His 2024 base salary was $270,000 preceding the appointment date. See "Information about Executive Officers - Employment Agreements." (4)The base salaries for Messrs. Farrugia and Weiss were increased to $550,000 and $575,000, respectively, in January 2025 and July 2025, respectively. See "Information about Executive Officers - Employment Agreements" for additional information. In setting the 2025 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 2025 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 2025 compensation elements, the Compensation Committee considered and relied on the above analysis. As part of its review of the 2025 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.
2025 Annual Incentive Award
2025 Annual Incentive Award This represents the cash incentive awarded for 2025 performance and paid in 2026. 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.
2025 Annual Incentive Award
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Annual Incentive Award Structure
Annual Incentive Award Structure For 2025, the threshold, target and maximum incentive opportunities were unchanged from 2024. The table below provides salary and incentive opportunities as the basis for determination of our 2025 annual incentive awards.
Annual Incentive Award Structure
| | Incentive Opportunity (as a % of Salary) | | | | | Executive | Base Salary | Threshold | Target | Maximum | | Gary A. Shiffman | $900,000 | 100% | 150% | 200% | | John B. McLaren | $600,000 | 50% | 100% | 200% | | Fernando Castro-Caratini | $550,000 | 50% | 100% | 200% | | Marc Farrugia | $550,000 | 50% | 100% | 200% | | Aaron Weiss | $575,000 | 50% | 100% | 200% |
Gary A. Shiffman, Fernando Castro-Caratini, and Aaron Weiss
| Metric | Rationale | % of Aggregate Annual Incentive Payment Eligibility | | Core FFO per Share Performance | 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 CNOI growth - MH, RV, 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, 2024. | 22.5% | | 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. | 22.5% | | 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. | 25.0% |
John McLaren and Marc Farrugia
John McLaren and Marc Farrugia Mr. McLaren’s and Mr. Farrugia's respective annual incentive awards for 2025 were based on their 2025 overall performance, as measured against goals and objectives set for them and their 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 2025 annual incentive awards to Messrs. McLaren and Farrugia.
John McLaren and Marc Farrugia
| Metric | Rationale | % of Aggregate Annual Incentive Payment Eligibility | | Core FFO per Share Performance | 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 NOI growth - MH, RV, 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, 2024. | 22.5% | | 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. McLaren's and Mr. Farrugia's control. | 22.5% | | 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. | 25.0% |
Annual Incentive Award Results
Annual Incentive Award Results
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 per Share performance 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 anticipation of expected dilution to Core FFO from the pending Safe Harbor Sale, the Compensation Committee established Core FFO targets that were slightly below our 2024 Core FFO per share of $6.81, due to the smaller size of our Company subsequent to the disposition. These metrics were nevertheless rigorous in the context of the Safe Harbor Sale and operating environment and aligned with our guidance at the beginning of 2025 for the Company ex-Safe Harbor. Despite being dilutive to Core FFO, the Safe Harbor Sale provided several transformational benefits to the Company related to simplification of our business and capital structure. In 2025, the Company generated Core FFO per Share of $6.68, which exceeded our expectations at the start of the year. The Company also achieved strong North America and UK Same Property Combined NOI growth of 5.5% 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. 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 2025 corporate performance goals. Entering 2025, the Company's strategic priorities were including simplification of our operations and capital structure with a focus on growing our core businesses. In order to further align leadership with shareholders, the Compensation Committee removed the G&A growth, net of add-backs, revenue producing sites (RPS) gains, and sustainability initiative metrics that applied to the 2024 executive annual incentive plan for purposes of designing and computing the 2025 cash incentive amount for Messrs. Shiffman, Castro-Caratini, McLaren, Farrugia and Weiss. This change enabled a greater emphasis on the remaining key metrics pertaining to Core FFO per Share and Same Property performance, and strengthening of the balance sheet through de-leveraging.
Corporate Performance Goals and Results
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Corporate Performance Goals and Results
The following tables show actual results achieved in 2025 as compared to the various target levels that were established for achievement of executive goals for each of Gary A. Shiffman, John McLaren, Fernando Castro-Caratini, Marc Farrugia and Aaron Weiss. Gary A. Shiffman:
Corporate Performance Goals and Results
| Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 100% Payout | 150% Payout | 200% Payout | | | | | | Core FFO per Share Performance | >= $6.40 to < $6.50 | >= $6.50 to < $6.60 | >= $6.60 | $6.68 | 200% | 30.0% | 60.00% | | North America and UK Same Property combined NOI Growth | >= 3.0% to < 4.0% | >= 4.0% to < 5.0% | >= 5.0% | 5.5% | 200% | 22.5% | 45.00% | | Net Debt / TTM Recurring EBITDA | <= 5.0x to > 4.5x | <= 4.5x to > 4.0x | <= 4.0x | 3.4x | 200% | 22.5% | 45.00% | | Total Corporate | | | | | | 75.0% | 150.00% | | Individual goals(1) | Meet | Exceeded | Excelled | Excelled | 200% | 25.0% | 50.00% |
Corporate Performance Goals and Results
(1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Shiffman. Fernando Castro-Caratini:
Corporate Performance Goals and Results
| Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO per Share Performance | >= $6.40 to < $6.50 | >= $6.50 to < $6.60 | >= $6.60 | $6.68 | 200% | 30.0% | 60.00% | | North America and UK Same Property combined NOI Growth | >= 3.0% to < 4.0% | >= 4.0% to < 5.0% | >= 5.0% | 5.5% | 200% | 22.5% | 45.00% | | Net Debt / TTM Recurring EBITDA | <= 5.0x to > 4.5x | <= 4.5x to > 4.0x | <= 4.0x | 3.4x | 200% | 22.5% | 45.00% | | Total Corporate | | | | | | 75.0% | 150.00% | | Individual goals(1) | Meet | Exceeded | Excelled | Excelled | 200% | 25.0% | 50.00% |
Corporate Performance Goals and Results
(1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Castro-Caratini. Aaron Weiss:
Corporate Performance Goals and Results
| Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO per Share Performance | >= $6.40 to < $6.50 | >= $6.50 to < $6.60 | >= $6.60 | $6.68 | 200% | 30.0% | 60.00% | | North America and UK Same Property combined NOI Growth | >= 3.0% to < 4.0% | >= 4.0% to < 5.0% | >= 5.0% | 5.5% | 200% | 22.5% | 45.00% | | Net Debt / TTM Recurring EBITDA | <= 5.0x to > 4.5x | <= 4.5x to > 4.0x | <= 4.0x | 3.4x | 200% | 22.5% | 45.00% | | Total Corporate | | | | | | 75.0% | 150.00% | | Individual goals(1) | Meet | Exceeded | Excelled | Excelled | 200% | 25.0% | 50.00% |
Corporate Performance Goals and Results
(1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Weiss.
Corporate Performance Goals and Results
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Corporate Performance Goals and Results
John McLaren:
Corporate Performance Goals and Results
| Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO per Share Performance | >= $6.40 to < $6.50 | >= $6.50 to < $6.60 | >= $6.60 | $6.68 | 200% | 30.0% | 60.00% | | North America and UK Same Property combined NOI Growth | >= 3.0% to < 4.0% | >= 4.0% to < 5.0% | >= 5.0% | 5.5% | 200% | 22.5% | 45.00% | | Combined Operations / Sales CNOI - MH / RV | >= Budget - 1.25% to < Budget - 0.50% | > Budget - 0.50% to < Budget + 1.25% | >= Budget + 1.25% | Budget + 2.49% | 200% | 22.5% | 45.00% | | Total Corporate | | | | | | 75.0% | 150.00% | | Individual goals(1) | Meet | Exceeded | Excelled | Excelled | 200% | 25.0% | 50.00% |
Corporate Performance Goals and Results
(1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. McLaren. Marc Farrugia:
Corporate Performance Goals and Results
| Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % | | | 50% Payout | 100% Payout | 200% Payout | | | | | | Core FFO per Share Performance | >= $6.40 to < $6.50 | >= $6.50 to < $6.60 | >= $6.60 | $6.68 | 200% | 30.0% | 60.00% | | North America and UK Same Property combined NOI Growth | >= 3.0% to < 4.0% | >= 4.0% to < 5.0% | >= 5.0% | 5.5% | 200% | 22.5% | 45.00% | | Combined Operations / Sales CNOI - MH / RV | >= Budget - 1.25% to < Budget - 0.50% | > Budget - 0.50% to < Budget + 1.25% | >= Budget + 1.25% | Budget + 2.49% | 200% | 22.5% | 45.00% | | Total Corporate | | | | | | 75.0% | 150.00% | | Individual goals(1) | Meet | Exceeded | Excelled | Excelled | 200% | 25.0% | 50.00% |
Corporate Performance Goals and Results
(1)Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Farrugia. Charles D. Young: Mr. Young was appointed as CEO of the Company on October 1, 2025. The executive team reviewed Mr. Young's contribution and made an incentive compensation recommendation to the Compensation Committee. Mr. Young's target annual incentive award opportunity was 200% of his base salary under his employment agreement (as prorated for the portion of the year that he was employed by the Company). After consideration of the recommendation of the executive team, the Compensation Committee determined Mr. Young met a payout level of 150% of his target, and after proration, awarded him an annual incentive of $675,000, which is consistent with his contributions to the Company. Refer to “NEO Pay and Performance Summaries” for detail on individual goals for Mr. Young.
Corporate Performance Goals and Results
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2025 Annual Incentive Award Payouts
2025 Annual Incentive Award Payouts The tables below show the payout levels achieved for each of Gary A. Shiffman, John B. McLaren, Fernando Castro-Caratini, Marc Farrugia, and Aaron Weiss, based on the actual results achieved as described above. Gary A. Shiffman:
2025 Annual Incentive Award Payouts
| NEO | Incentive Opportunity ($) | | | Corporate Performance (75%) | Individual Performance (25%) | Payout Achieved as (%) of Target | Payout Achieved ($) | | | Threshold (100%) | Target (150%) | Maximum (200%) | | | | | | Gary A. Shiffman | $900,000 | $1,350,000 | $1,800,000 | 150.00% | 50.00% | 133.33% | $1,800,000 |
2025 Annual Incentive Award Payouts
John B. McLaren, Fernando Castro-Caratini, Marc Farrugia, and Aaron Weiss:
2025 Annual Incentive Award Payouts
| NEO | Incentive Opportunity ($) | | | Corporate Performance (75%) | Individual Performance (25%) | Payout Achieved as (%) of Target | Payout Achieved ($) | | | Threshold (50%) | Target (100%) | Maximum (200%) | | | | | | John B. McLaren | $300,000 | $600,000 | $1,200,000 | 150.00% | 50.00% | 225.00%(1) | $1,350,000 | | Fernando Castro-Caratini | $275,000 | $550,000 | $1,100,000 | 150.00% | 50.00% | 200.00% | $1,100,000 | | Marc Farrugia | $275,000 | $550,000 | $1,100,000 | 150.00% | 50.00% | 200.00% | $1,100,000 | | Aaron Weiss | $287,500 | $575,000 | $1,150,000 | 150.00% | 50.00% | 200.00% | $1,150,000 |
2025 Annual Incentive Award Payouts
(1)Mr. McLaren received an additional retention-based incentive award of $150,000 based on his importance to the Company during our leadership transitions, which was incremental to his maximum incentive opportunity, for a total payout achieved of $1,350,000. Safe Harbor Sale - Disposition Bonus: In addition to the 2025 Annual Incentive Award above, Messrs. Shiffman, Castro-Caratini, Farrugia, and Weiss participated in a disposition incentive cash bonus plan designed to align with the Company’s strategic completion of the Safe Harbor Sale. The Safe Harbor Sale was a key strategic objective that simplified the Company's operations, enhanced the Company's leverage profile and financial flexibility, and advanced shareholder interests. The Safe Harbor Sale added increased responsibilities to the respective workload for each NEO, and the Compensation Committee determined that the disposition bonus was warranted to compensate them for such an important task. Performance Objectives The goal of the disposition program was to dispose of the Safe Harbor business in a timely manner and for a favorable value that would be advantageous to our shareholders. Performance Achievements The resulting outcome for 2025 included the following accomplishments: •Completed the Safe Harbor Sale for net cash proceeds of $5.5 billion, generating a gain on sale of $1.5 billion. •Repaid approximately $3.3 billion of debt, including $1.6 billion of outstanding borrowings under our senior credit facility, as well as $737.7 million in secured mortgage debt, and $956.5 million in unsecured notes, inclusive of prepayment costs. •Returned capital to shareholders, including the payment of a special cash distribution of $4.00 per share, totaling $521.3 million, the repurchase of 4.3 million shares of our common stock at an average cost of $125.62 per share for a total of $539.1 million, and a 10.6% increase to our regular cash distribution, to $1.04 per share. •Targeted reinvestment in strategic growth by acquiring 11 MH properties and three RV properties for total cash consideration of $457.0 million, which was primarily sourced from 1031 exchange escrow accounts to minimize the tax impact from the Safe Harbor Sale. •Significantly strengthened the Company's balance sheet, reducing our Net Debt to TTM Recurring EBITDA ratio to 3.4x at December 31, 2025 (compared to 6.0x at December 31, 2024).
2025 Annual Incentive Award Payouts
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2025 Annual Incentive Award Payouts
Each NEO was entitled to a cash bonus, which was paid in July 2025, based on the successful outcomes noted above, far exceeding the Company’s initial expectations for the strategic disposition of Safe Harbor. The disposition bonus has been included with the 2025 Annual Incentive Award payout in the Summary Compensation Table (SCT), as detailed below.
2025 Annual Incentive Award Payouts
| NEO | Incentive Opportunity ($) | | | | | Safe Harbor Sale | Annual Incentive | Total Annual Incentive on 2025 SCT | | Gary A. Shiffman | $1,500,000 | $1,800,000 | $3,300,000 | | Fernando Castro-Caratini | $700,000 | $1,100,000 | $1,800,000 | | Marc Farrugia | $600,000 | $1,100,000 | $1,700,000 | | Aaron Weiss | $1,000,000 | $1,150,000 | $2,150,000 |
2025 Long-Term Equity Incentive Awards
2025 Long-Term Equity Incentive Awards This represents the equity award for 2024 performance granted in 2025. 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 based on the price of a share of our stock as of the close of business on the grant date for time vesting shares, and is based on a Monte Carlo valuation model for market performance shares. 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.
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.
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 |
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 2024 performance were granted in 2025 and therefore included in 2025 summary compensation disclosure; awards for 2025 performance are granted in 2026 and therefore will be included in the 2026 summary compensation disclosure). The equity incentive award historically 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. In 2026, the Compensation Committee approved a redesign of the long-term equity incentive award structure for 2026. Refer to page 76 for additional information.
Long-Term Equity Incentive Awards Structure
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Long-Term Incentive Awards Granted in 2025
Long-Term Incentive Awards Granted in 2025 In March 2025, the Compensation Committee granted each of Messrs. Shiffman, McLaren, Castro-Caratini, Farrugia, and Weiss long-term incentive awards for their 2024 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 2024, 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, 2024, we achieved a 10-year TSR of 168.9%, outperforming the MSCI U.S. REIT and Dow Jones Equity ALL REIT indices during the same period. Additional factors based on the Company's 2024 performance included, but were not limited to, Core FFO per share of $6.81, despite inflationary pressures and higher interest rates; strong total North America and UK Combined Same Property 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; and the successful execution of our capital recycling strategy and business simplification strategies.
Long-Term Incentive Awards Granted in 2025
| | | 2025 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) | 3/7/2025 | | 12,000 | $1,603,560 | | | Market performance(3) | 3/7/2025 | | 18,000 | $1,919,160 | | John B. McLaren | Market performance(3) (4) | 3/7/2025 | | 30,000 | $3,198,600 | | Fernando Castro-Caratini | Time vesting(2) | 3/7/2025 | | 6,000 | $801,780 | | | Market performance(3) | 3/7/2025 | | 9,000 | $959,580 | | Marc Farrugia | Time vesting(2) | 3/7/2025 | | 6,000 | $801,780 | | | Market performance(3) | 3/7/2025 | | 9,000 | $959,580 | | Aaron Weiss | Time vesting(2) | 3/7/2025 | | 8,000 | $1,069,040 | | | Market performance(3) | 3/7/2025 | | 12,000 | $1,279,440 |
Long-Term Incentive Awards Granted in 2025
| | Metric | Threshold | Target | Maximum | | Market Performance Shares | Relative TSR vs. MSCI US REIT Index | 35th Percentile | 55th Percentile | 75th Percentile | | | Payout | 60% | 80% | 100% |
Long-Term Incentive Awards Granted in 2025
(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, 2025 to December 31, 2027, vesting on January 1, 2028, with payout on a pro rata basis between levels and a limit to Target payout if absolute TSR is negative. (4)Pursuant to his appointment as President on November 6, 2024, 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 market performance criteria ("market based shares"). In accordance with ASC 718, we concluded that the grant date was November 6, 2024 and March 7, 2025 for the time based shares and market based shares, respectively. Accordingly, only the market based shares are included in Mr. McLaren's 2025 Summary Compensation Table. In July 2025, the Compensation Committee granted each of Messrs. McLaren, Farrugia, and Weiss an additional, one-time, award as a retention bonus, which was issued as an incentive to retain the recipient's services through the period of transition for the Company's CEO position and beyond and to continue to promote the Company's success. These one-time awards are not representative of the Company's standard executive compensation practices, and are not expected to recur in the future.
Long-Term Incentive Awards Granted in 2025
| | | 2025 One-Time Awards Granted | | | | | Name | Type | Grant Date | Number of Shares of Stocks or Units(#) | | Grant Date Fair Value of Stock Awards(1) | | John B. McLaren | Time vesting(2) | 7/21/2025 | | 4,788 | $598,787 | | Marc Farrugia | Time vesting(2) | 7/21/2025 | | 14,147 | $1,769,224 | | Aaron Weiss | Time vesting(2) | 7/21/2025 | | 15,253 | $1,907,540 |
Long-Term Incentive Awards Granted in 2025
(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. The Company granted Mr. Young long-term equity incentive awards on October 1, 2025 in conjunction with his appointment as CEO. Refer to "Leadership Transitions" on page 53 for additional details.
Long-Term Incentive Awards Granted in 2025
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Long-Term Incentive Awards Vested in 2025
Long-Term Incentive Awards Vested in 2025 In total, 95,600 shares held by our NEOs vested in 2025 out of 165,800 potential shares. None of the vested shares were market performance shares, as the market performance shares issued in 2022 were fully forfeited in 2025. The table below shows additional detail for the market performance shares from previously granted awards that were forfeited during 2025, as compared to potential share payouts. These forfeitures pertain to the performance awards that were granted in 2022.
2022 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 | 18th percentile | —% | 70,200 | — | | Total | | | | | | | 70,200 | — |
2025 COMPENSATION
| ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award |
2025 COMPENSATION
| ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award, including Non-forfeitable Distributions |
2025 COMPENSATION
| ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award, including Non-forfeitable Distributions |
2025 COMPENSATION
| ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award, including Non-forfeitable Distributions |
2025 COMPENSATION
| ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award, including Non-forfeitable Distributions |
2025 COMPENSATION
| ■ | Base Salary | | ■ | Annual Incentive Award | | ■ | Long-Term Incentive Award, including Non-forfeitable Distributions |
2026 Long-Term Equity Incentive Awards
2026 Long-Term Equity Incentive Awards
2026 Plan Structure
2026 Plan Structure In March 2026, the Compensation Committee approved the Company's redesigned 2026 long-term equity incentive award program for the Company's executives. The 2026 program maintains many of the key aspects that garnered strong shareholder support in the past, while also implementing the following enhancements: •Increased allocation of long-term incentive awards to performance-based metrics, with 70% of the target value allocated to performance vesting and 30% allocated to time vesting; •Inclusion of an additional Relative TSR Index, the NAREIT Residential Index, that better correlates to the Company's core business; •Addition of a new performance-based metric based on NOI growth to incentive the executive team to focus on longer-term strategy, and which should correlate with shareholder returns; •Enhanced upside opportunity for executives to be rewarded for the Company's success, with the potential for a 200% vesting of performance shares in a maximum payout scenario; and •Reduction in the vesting period for time vesting shares from five years to three years to better align with peers and with the vesting period for performance based shares.
Long-Term Incentive Awards Granted in 2026
Long-Term Incentive Awards Granted in 2026 On or about the date of this Proxy Statement, the Compensation Committee expects to grant each of Messrs. Young, McLaren, Farrugia, and Weiss long-term incentive awards for their 2025 performance as detailed in the table below. In determining the long-term incentive awards, the Compensation Committee has considered the overall financial performance of the Company during 2025, as well as each 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, 2025, we achieved a 10-year TSR of 145.3%, outperforming the MSCI U.S. REIT and Dow Jones Equity ALL REIT indices during the same period. Additional factors based on the Company's 2025 performance include, but are not limited to, Core FFO per share of $6.68, which exceeded our expectations at the beginning of the year; strong total North America and UK Combined Same Property NOI growth of 5.5%, 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; and the successful execution of the Safe Harbor Sale and business simplification strategies.
Long-Term Incentive Awards Granted in 2026
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Long-Term Incentive Awards Granted in 2026
| | | 2026 Regular Awards Granted | | | Name | Type | Grant Date | Target Grant Date Fair Value(1) | | Charles D. Young | Time vesting(2) | March 2026 | $1,800,000 | | | Market performance(3) | March 2026 | $3,600,000 | | | Financial performance(3) | March 2026 | $600,000 | | John McLaren | Time vesting(2) | March 2026 | $300,000 | | | Market performance(3) | March 2026 | $600,000 | | | Financial performance(3) | March 2026 | $100,000 | | Marc Farrugia | Time vesting(2) | March 2026 | $600,000 | | | Market performance(3) | March 2026 | $1,200,000 | | | Financial performance(3) | March 2026 | $200,000 | | Aaron Weiss | Time vesting(2) | March 2026 | $660,000 | | | Market performance(3) | March 2026 | $1,320,000 | | | Financial performance(3) | March 2026 | $220,000 |
Long-Term Incentive Awards Granted in 2026
(1)Pursuant to SEC rules, this column represents the expected total fair market value of restricted stock awards, in accordance with FASB ASC Topic 718. (2)Time vesting shares vest annually over a three-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, 2026 to December 31, 2028, vesting on January 1, 2029, with payout on a pro rata basis between levels and a limit to Target payout if absolute TSR is negative. The market performance shares and financial performance shares will be subject to vesting at Threshold, Target and Maximum levels based on the Company’s performance against metrics established by the Compensation Committee. The metrics for market performance shares will be based on the Company’s relative TSR as compared to the MSCI US REIT Index and the NAREIT Residential Index during the three-year measurement period. The metrics for financial performance shares will be based on the Company’s NOI growth during the three-year measurement period. For both market performance and financial performance shares, the grants will be paid out at 50% if the applicable Threshold level is met, 100% if the applicable Target level is met, and 200% if the applicable Maximum level is met.
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.
Role of the Compensation Consultant
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Use of Comparative Market Data in Compensation Decisions
Use of Comparative Market Data in Compensation Decisions In setting the 2025 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 2025 peer group of publicly traded companies that includes the following characteristics, placing an emphasis on relative size:
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. |
Use of Comparative Market Data in Compensation Decisions
In setting the 2025 compensation elements, the Compensation Committee considered and relied on the above analysis. As result, our peer group composition for our 2025 compensation remained unchanged from that disclosed in 2024 and includes the companies shown in the table below:
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 |
Use of Comparative Market Data in Compensation Decisions
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Use of Comparative Market Data in Compensation Decisions
The total capitalization of our peer group composition for our 2025 compensation as of December 31, 2025 was as follows:
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table includes information concerning compensation for our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Non-Equity Incentive(1) | Stock Awards(2) | All Other Compensation(5) | Total | | Gary A. Shiffman Chairman and former CEO | 2025 | $900,000 | $3,300,000 | $7,354,948(4) | $995,036 | $12,549,984 | | | 2024 | $900,000 | $495,000 | $558,688 | $710,179 | $2,663,867 | | | 2023 | $900,000 | $747,000 | $9,283,660 | $940,227 | $11,870,887 | | Charles D. Young CEO | 2025 | $218,725 | $1,725,000 | $7,921,661(3) | $15 | $9,865,401 | | John McLaren President and COO | 2025 | $600,000 | $1,350,000 | $3,797,387 | $520,598 | $6,267,985 | | | 2024 | $340,734 | $225,000 | $2,635,200 | $191,354 | $3,392,288 | | | 2023 | $400,000 | $200,000 | $— | $275,586 | $875,586 | | Fernando Castro-Caratini Executive Vice President, CFO, Treasurer and Secretary | 2025 | $550,000 | $1,800,000 | $3,882,972(4) | $395,564 | $6,628,536 | | | 2024 | $550,000 | $185,625 | $1,676,063 | $160,253 | $2,571,941 | | | 2023 | $550,000 | $366,850 | $2,475,643 | $118,248 | $3,510,741 | | Marc Farrugia Executive Vice President, Chief Administrative Officer | 2025 | $506,445 | $1,700,000 | $3,530,583 | $336,900 | $6,073,929 | | | 2024 | $475,000 | $285,000 | $1,676,063 | $116,833 | $2,552,896 | | | 2023 | $475,000 | $322,635 | $1,237,821 | $77,079 | $2,112,535 | | Aaron Weiss Executive Vice President, Chief Investment Officer | 2025 | $575,000 | $2,150,000 | $4,256,020 | $483,553 | $7,464,573 | | | 2024 | $525,000 | $895,313 | $1,899,538 | $211,161 | $3,531,012 | | | 2023 | $525,000 | $393,488 | $1,856,732 | $142,352 | $2,917,572 |
SUMMARY COMPENSATION TABLE
(1)Annual incentives earned for a year are paid in the subsequent year. This column includes annual incentives earned for the 2025, 2024 and 2023 performance years paid in 2026, 2025 and 2024, respectively. This column also includes a special disposition bonus that was paid in July 2025 to each of Messrs. Shiffman, Castro-Caratini, Farrugia, and Weiss in conjunction with the Safe Harbor Sale. See the "2025 Annual Incentive Award" section for additional information. (2)Includes restricted stock awards granted in 2025, 2024 and 2023 for the 2024, 2023 and 2022 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 9, "Share-Based Compensation," in the Consolidated Financial Statements of our 2025 Annual Report on Form 10-K. Amounts disclosed above also include non-forfeitable distributions on restricted stock received in each respective performance year. (3)Upon his appointment as CEO on October 1, 2025, Mr. Young was granted 58,754 restricted shares under our incentive plan. Mr. Young's 2025 stock award value represents the grant date fair value of the 31,128 time based restricted shares and 27,626 market based shares that were granted on October 1, 2025. Additionally, Mr. Young's 2025 stock award value includes 7,782 shares of unrestricted stock that fully vested on October 1, 2025 with a stock award value of $1.0 million. (4)Includes $3.8 million and $2.1 million of incremental fair value for Mr. Shiffman and Mr. Castro-Caratini, respectively, related to the accelerated vesting of restricted stock awards in connection with the CEO and CFO transition services agreements. The accelerated vestings were accounted for as modifications in accordance with FASB ASC Topic 718. (5)For Mr. Shiffman, includes $9,266 of imputed income pertaining to use of a Company airplane during the year ended December 31, 2025. For Mr. McLaren and Mr. Weiss, includes £35,000 (or approximately $47,057) received as director fees for serving on the board of a UK subsidiary of the Company during the year ended December 31, 2025. The director fees were paid in Pounds sterling and converted to U.S. Dollars at the USD / GBP spot rate of 1.3445 at December 31, 2025. Amounts disclosed above also include non-forfeitable distributions on restricted stock received of $982,708, $470,480, $391,602, $332,939, and $433,434, for each of Messrs. Shiffman, McLaren, Castro-Caratini, Farrugia, and Weiss, respectively, for the year ended December 31, 2025.
SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table provides information on grants of awards under any plan received by our NEOs for the year ended December 31, 2025. Estimated future payouts under non-equity incentive plan awards represent cash incentive opportunities that were paid in 2026 for 2025 performance. Estimated future payouts under equity incentive plan awards represent the estimated future payouts of equity awards granted in 2025 for 2024 performance under the 2015 Equity Incentive Plan. The table does not include an equity inducement award that was granted outside of the plan pursuant to NYSE Rule 303A.08 to Mr. Young in connection with his hiring as CEO. Refer to Leadership Transitions on page 53 for additional details.
GRANTS OF PLAN-BASED AWARDS
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards(1)(2) (#) | Grant Date Fair Value of Stock Awards(3) ($) | | 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 | 3/7/2025 | | | | | | | 12,000 | $1,603,560 | | | Market | 3/7/2025 | | | | 10,800 | 14,400 | 18,000 | | $1,919,160 | | Charles D. Young | Annual incentive | | Not specified | $675,000 | Not specified | | | | | | | | Time | 10/1/2025 | | | | | | | 31,128 | $3,999,948 | | | Market | 10/1/2025 | | | | 16,576 | 22,101 | 27,626 | | $2,921,725 | | John McLaren | Annual incentive | | $300,000 | $600,000 | $1,200,000 | | | | | | | | Market(4) | 3/7/2025 | | | | 18,000 | 24,000 | 30,000 | | $3,198,600 | | | Time | 7/21/2025 | | | | | | | 4,788 | $598,787 | | Fernando Castro-Caratini | Annual Incentive | | $275,000 | $550,000 | $1,100,000 | | | | | | | | Time | 3/7/2025 | | | | | | | 6,000 | $801,780 | | | Market | 3/7/2025 | | | | 5,400 | 7,200 | 9,000 | | $959,580 | | Marc Farrugia | Annual Incentive | | $275,000 | $550,000 | $1,100,000 | | | | | | | | Time | 3/7/2025 | | | | | | | 6,000 | $801,780 | | | Market | 3/7/2025 | | | | 5,400 | 7,200 | 9,000 | | $959,580 | | | Time | 7/21/2025 | | | | | | | 14,147 | $1,769,224 | | Aaron Weiss | Annual Incentive | | $287,500 | $575,000 | $1,150,000 | | | | | | | | Time | 3/7/2025 | | | | | | | 8,000 | $1,069,040 | | | Market | 3/7/2025 | | | | 7,200 | 9,600 | 12,000 | | $1,279,440 | | | Time | 7/21/2025 | | | | | | | 15,253 | $1,907,540 |
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, 2025. (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 9, "Share-Based Compensation," in the Consolidated Financial Statements of our 2025 Annual Report on Form 10-K. (4)The award was approved by the Compensation Committee in November 2024 with pending terms for the market condition. In accordance with ASC 718, we concluded that the grant date was effective on March 7, 2025, upon finalization and approval of the terms for the market condition.
GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025 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.
OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025
| | | | Share Awards | | | Name | Grant Date | Time Vested or Market(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 | 3/17/2021 | T1 | 6,800 | $842,588 | | | 2/23/2022 | T1 | 13,600 | $1,685,176 | | | 2/24/2023 | T1 | 18,000 | $2,230,380 | | | 2/24/2023 | M1 | 45,000 | $5,575,950(4) | | | 3/4/2024 | T1 | 1,600 | $198,256 | | | 3/4/2024 | M1 | 3,000 | $371,730(4) | | | 3/7/2025 | T1 | 12,000 | $1,486,920 | | | 3/7/2025 | M1 | 18,000 | $2,230,380(4) | | Total | | | 118,000 | $14,621,380 | | Charles D. Young | 10/1/2025 | T1 | 31,128 | $3,857,070 | | | 10/1/2025 | M1 | 27,626 | $2,790,200 | | Total | | | 58,754 | $6,647,270 | | John McLaren | 3/17/2021 | T1 | 2,000 | $247,820 | | | 2/23/2022 | T1 | 4,000 | $495,640 | | | 2/23/2022 | M1 | — | $—(3) | | | 11/6/2024 | T1 | 16,000 | $1,982,560 | | | 3/7/2025 | M1 | 30,000 | $3,029,971 | | | 7/21/2025 | T1 | 4,788 | $593,281 | | Total | | | 56,788 | $6,349,272 | | Fernando Castro-Caratini | 3/7/2025 | T1 | 6,000 | $743,460 | | | 3/7/2025 | M1 | 9,000 | $1,115,190(5) | | Total | | | 15,000 | $1,858,650 | | Marc Farrugia | 3/5/2021 | T1 | 400 | $49,564 | | | 3/5/2021 | T1 | 1,100 | $136,301 | | | 2/24/2022 | T1 | 2,400 | $297,384 | | | 2/24/2023 | T1 | 2,400 | $297,384 | | | 2/24/2023 | M1 | 6,000 | $—(3) | | | 3/4/2024 | T1 | 4,800 | $594,768 | | | 3/4/2024 | M1 | 9,000 | $655,732 | | | 3/7/2025 | T1 | 6,000 | $743,460 | | | 3/7/2025 | M1 | 9,000 | $908,991 | | | 7/21/2025 | T1 | 14,147 | $1,752,955 | | Total | | | 55,247 | $5,436,539 | | Aaron Weiss | 10/18/2021 | T1 | 2,298 | $284,745 | | | 2/24/2022 | T1 | 1,120 | $138,779 | | | 2/24/2023 | T1 | 3,600 | $446,076 | | | 2/24/2023 | M1 | 9,000 | $—(3) | | | 3/4/2024 | T1 | 5,440 | $674,070 | | | 3/4/2024 | M1 | 10,200 | $743,163 | | | 3/4/2025 | T1 | 8,000 | $991,280 | | | 3/4/2025 | M1 | 12,000 | $1,211,988 | | | 7/21/2025 | T1 | 15,253 | $1,889,999 | | Total | | | 66,911 | $6,380,100 |
OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025
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OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025
| (1) Time-vested anniversary year | T1 | | 1 | 20% | | 2 | 20% | | 3 | 20% | | 4 | 20% | | 5 | 20% |
OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025
| Market anniversary year | M1 | | 1 | —% | | 2 | —% | | 3 | 100% |
OUTSTANDING EQUITY AWARDS AT YEAR-END DECEMBER 31, 2025
(2)Time shares valued based on the closing price of our common stock on the NYSE of $123.91 as of December 31, 2025, Market shares valued using the valuation price of the respective market shares as of December 31, 2025. (3)Market shares were valued at zero as of December 31, 2025 as all shares were forfeited on 1/1/2026 as the vesting criteria was not met. (4)Market shares were valued using the stock price as of December 31, 2025 based on the expectation that 100% of the shares will vest in accordance with Mr. Shiffman's accelerated vesting that took place on January 2, 2026. (5)Market shares were valued using the stock price as of December 31, 2025 based on the expectation that 100% of the shares will vest in accordance with Mr. Castro-Caratini's accelerated vesting that took place on March 9, 2026.
STOCK VESTED DURING 2025
STOCK VESTED DURING 2025 The following table sets forth certain information concerning shares held by our NEOs that vested during the year ended December 31, 2025:
STOCK VESTED DURING 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Gary A. Shiffman | 25,200 | $3,327,712 | | John McLaren | 10,000 | $1,282,600 | | Fernando Castro-Caratini(1) | 41,700 | $5,288,621 | | Marc Farrugia | 5,500 | $737,728 | | Aaron Weiss | 5,418 | $702,490 |
STOCK VESTED DURING 2025
(1)Includes 35,200 shares that vested on an accelerated basis on December 30, 2025, in connection with Mr. Castro-Caratini's Transition Services Agreement. Refer to the Form 8-K filed with the SEC on December 16, 2025 for additional information.
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 for Charles D. Young, who served as CEO on the reference date of October 31, 2025, 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 513 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, and has increased its use of third-party property managers in recent years, 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, 2025, the annual total compensation of the employee who represents our median compensated employee (other than our CEO), a housekeeper, was $32,652. The annual total compensation for Charles D. Young, our CEO, as
CEO PAY RATIO
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CEO PAY RATIO
reported in the Summary Compensation Table above, was $9,865,401. Based on this information, our CEO pay ratio for 2025 was 302:1. 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.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE As required by Item 402(v) of Regulation S-K, the following table illustrates disclosed compensation from the Summary Compensation Table and compensation “actually paid” to our PEOs 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, 2025, 2024, 2023, 2022 and 2021:
PAY VERSUS PERFORMANCE TABLE
| | | | | | | | Value of Initial Fixed $100 Investment(2) Based On: | | | | | Year | Summary Compensation Table Total for PEO Gary Shiffman(1) | Compensation Actually Paid to PEO Gary Shiffman | Summary Compensation Table Total for PEO Charles Young(1) | Compensation Actually Paid to PEO Charles Young | 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)(3) (in millions) | Core FFO / Share | | 2025 | $12,549,984 | $12,940,234 | $9,865,401 | $9,590,997 | $6,608,756 | $5,931,772 | $96.18 | $122.63 | $1,361.2 | $6.68 | | 2024 | $2,663,867 | $(1,998,961) | $— | $— | $2,912,462 | $1,908,646 | $92.68 | $118.20 | $89.0 | $6.81 | | 2023 | $11,870,887 | $(21,335) | $— | $— | $2,946,851 | $2,225,608 | $97.75 | $104.78 | $(213.3) | $7.10 | | 2022 | $15,879,159 | $(537,705) | $— | $— | $3,797,842 | $650,211 | $101.62 | $97.44 | $242.0 | $7.35 | | 2021 | $14,791,142 | $31,577,299 | $— | $— | $4,374,864 | $7,604,150 | $145.84 | $142.12 | $380.2 | $6.51 |
PAY VERSUS PERFORMANCE TABLE
(1)Reflects amounts reported in the Summary Compensation Table for our former CEO, Gary Shiffman, and our current CEO, Charles Young, for the respective years shown. (2)This calculation assumes a $100.00 investment at the beginning of each respective trailing five-year measurement period, reinvestment of distributions and changes in the price of our common stock relative to an initial investment of $100.00. (3)Net Income / (loss) attributable to Sun Communities, Inc. common shareholders. Our Non-PEO NEOs included in the table above are as follows:
PAY VERSUS PERFORMANCE TABLE
| Year | Non-PEO NEOs | | 2025 | Fernando Castro-Caratini, Marc Farrugia, John B. McLaren, Aaron Weiss | | 2024 | Fernando Castro-Caratini, Bruce D. Thelen, John B. McLaren, Aaron Weiss | | 2023 | Fernando Castro-Caratini, Bruce D. Thelen, Marc Farrugia, Aaron Weiss | | 2022 | Fernando Castro-Caratini, Karen J. Dearing, John B. McLaren, Bruce D. Thelen, Aaron Weiss | | 2021 | Karen J. Dearing, John B. McLaren, Bruce D. Thelen, Aaron Weiss |
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
Differences in our summary compensation table amounts and compensation actually paid reflect the following:
PAY VERSUS PERFORMANCE TABLE
| Year | 2025 | | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO - Gary Shiffman | PEO - Charles Young | 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 | $(8,337,656) | $(7,921,661) | $(4,273,854) | $(1,254,434) | $(2,174,366) | $(10,207,801) | $(2,021,183) | $(13,308,027) | $(2,449,215) | $(12,134,515) | $(3,054,299) | | 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 | 3,717,300 | 6,647,270 | 3,245,145 | 451,303 | 1,720,542 | 7,561,009 | 1,562,608 | 9,536,728 | 1,757,757 | 17,581,362 | 4,169,907 | | Increase based on ASC 718 fair value of awards granted during the year that vested during the year, determined as of vesting date | — | 999,987 | — | — | — | — | — | — | — | — | — | | 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 | 3,799,030 | — | (133,213) | (4,431,955) | (673,926) | (8,671,507) | (356,644) | (10,955,590) | (2,231,046) | 11,147,435 | 1,988,939 | | 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 | 228,868 | — | 77,826 | (123,488) | (22,847) | (773,054) | (8,584) | (2,602,551) | (389,594) | (414,809) | (22,465) |
PAY VERSUS PERFORMANCE TABLE
| 88 | Sun Communities, Inc. |
PAY VERSUS PERFORMANCE TABLE
| 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) | | 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 | 982,708 | — | 407,114 | 695,746 | 146,781 | 924,141 | 102,560 | 912,577 | 164,467 | 962,854 | 176,909 | | Total Adjustments | $390,250 | $(274,404) | $(676,982) | $(4,662,828) | $(1,003,816) | $(11,892,222) | $(721,243) | $(16,416,863) | $(3,147,631) | $16,786,156 | $3,229,285 |
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 PEOs 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 Mr. Shiffman, 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.
PAY VERSUS PERFORMANCE TABLE
| 2026 Proxy Statement | 89 |
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, 2021, 2022, 2023, 2024 and 2025. 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, and UK) and leverage. 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 and 2025 Net Income/(loss) was ($213,300) and $1,361,200, respectively, which is not reflected in the chart above due to size restrictions.
Description of the Relationship Between Pay Versus Performance
| 90 | Sun Communities, Inc. |