SUN COMMUNITIES INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 1, 2024
Contents
PROXY SUMMARY
This Proxy Statement contains information related to the 2024 annual meeting of shareholders (the “Annual Meeting”) of Sun Communities, Inc. The Annual Meeting will be conducted in a virtual meeting only format on Tuesday, May 14, 2024, at 11:00 a.m. EDT. Shareholders will be able to listen, vote, and submit questions from their home or any remote location with internet connectivity by logging in at www.virtualshareholdermeeting.com/SUI 2024. Information on how to participate in this year’s meeting can be found onpage 110.
On or about April 1, 2024, we began mailing a notice containing instructions on how to access these proxy materials to all shareholders of record at the close of business on the Record Date.
This summary highlights information contained elsewhere in the Proxy Statement. It does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.
PROPOSAL ROADMAP
| 1 | Election of Ten Directors | The Board recommends a vote FOR each nominee for Director. See page 20. | |
| At the Annual Meeting, ten directors will be elected. The NCG Committee evaluated each nominee in accordance with the committee’s charter and our Corporate Governance Guidelines and submitted the nominees to the Board for approval.The Board, acting upon the recommendation of the NCG Committee, has nominated for re-election to the Board, ten currently -serving directors. | |||
|---|---|---|---|
| Gary A. ShiffmanTonya AllenMeghan G. Baivier | Stephanie W. BergeronJeff T. BlauJerome W. Ehlinger | Brian M. HermelinCraig A. LeupoldClunet R. Lewis | Arthur A. Weiss |
| 2 | Non-Binding Advisory Vote onExecutive Compensation | The Board recommends a vote FOR this proposal. See page 52. |
| Section 14A of the Exchange Act requires us to allow shareholders an opportunity to cast a non-binding advisory vote on executive compensation as disclosed in this Proxy Statement. The following proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to approve, reject or abstain from voting with respect to our fiscal 2023 executive compensation programs and policies and the compensation paid to our NEOs listed in the Summary Compensation Table.Your non-binding advisory vote will serve as an additional tool to guide the Board and the Compensation Committee in continuing to improve the alignment of our executive compensation programs with our interests and the interests of our shareholders, and is consistent with our commitment to high standards of corporate governance. | ||
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| 3 | Ratification of Selection ofGrant Thornton LLP | The Board recommends a vote FOR this proposal. See page 104. |
| The Audit Committee has selected and appointed Grant Thornton LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2024. Grant Thornton LLP has audited our consolidated financial statements since 2003. | ||
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| 14 | Sun Communities, Inc. |
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
Current Directors
| A | Audit Committee | N | NCG Committee | CA | Capital Allocation Committee | Chair |
|---|---|---|---|---|---|---|
| C | Compensation Committee | E | Executive Committee | Member | ||
(1)Ronald A. Klein will not stand for re-election. He will continue to serve on the Board of Directors until the date of the Annual Meeting.
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Board Snapshot
Gender Diversity as of:
Record Date
Annual Meeting Date(1)
(1)Based on election of all nominees at the Annual Meeting.
Other Diversity as of Record Date:
Racial / Ethnic Diversity
Age
Tenure
Average tenure was
12 years as of the
Record Date
| 16 | Sun Communities, Inc. |
Governance Best Practices
| Processes and Policies | Shareholder Engagement |
| The Board is responsible to our stakeholders for the oversight of the Company. It is also involved in guiding the strategic direction, objectives and risk management activities of the organization.We believe in maintaining transparency and strong governance based on the highest ethical standards and have adopted the following strategies to achieve this goal:•Our bylaws give shareholders the authority to amend our bylaws by the affirmative vote of a majority of all votes entitled to be cast on a particular matter•We terminated our shareholder’s rights agreement (Poison Pill)•82% of directors are independent•All of our directors are elected annually•Our Anti-Hedging Policy prohibits stock hedging by directors or executive officers•We maintain a Code of Conduct and Business Ethics, and a Financial Code of Ethics for Senior Financial Officers•We maintain an Executive Compensation Recovery (Clawback) Policy•We adopted proxy access, which permits a shareholder (or group of no more than 20 shareholders) who has owned 3% or more of the Company’s outstanding stock continuously for a minimum of three years to nominate up to the greater of two directors or 20% of the number of directors currently serving on the Board and to cause the Company to include those nominee(s) in the Company’s proxy materials. | We engage with our shareholders and conduct shareholder outreach throughout the year. In 2023, key topics discussed with shareholders during outreach included:Corporate Governance:•Succession planning•Diversity•Board structure and refreshment•Term limits and director tenure•Capital Allocation Committee formation and charterExecutive compensation:•Changes to executive compensation incentivesESG:•Completeness of our GHG inventory•Renewable energy strategy and savingsOur Board receives a shareholder and investor update quarterly, at each regularly scheduled Board meeting. |
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EXECUTIVE COMPENSATION HIGHLIGHTS
Philosophy and Objectives
Our executive officer compensation program supports our commitment to provide superior shareholder value. This program is designed to:
Attract, retain and reward executives who have the motivation, experience and skills necessary to lead us effectively and encourage them to make career commitments to us;
Base executive compensation levels on our overall financial and operational performance and the individual contribution of an executive officer to our success;
Create a link between the performance of our stock and executive compensation; and
Position executive compensation levels to be competitive with other similarly situated public companies, especially those in the real estate industry.
Elements of Compensation
The elements of 2023 executive compensation, as well as the compensation mix for our CEO, is shown below:
| Element | CEO Compensation Mix | Form | Purpose | ||
| Base Salary | Cash | Base level of competitive cash to attract and retain executive talent. | |||
|---|---|---|---|---|---|
| Annual Incentive Award | Cash | Motivate the executive officers to maximize our annual operating and financial performance and reward participants based on annual performance. | |||
| Performance Restricted Stock Award | Equity | Increase our executive officers' personal stake in our success and motivate them to enhance our long-term value while better aligning their interests with those of other shareholders. | |||
| Time Restricted Stock Award | Equity | ||||
The above performance restricted stock award, representing 44.7% of total executive compensation, is calculated based on the grant date fair value of the 60% market award, which was measured using a Monte Carlo simulation in accordance with FASB ASC Topic 718.
The above time restricted stock award, representing 40.3% of total executive compensation, is calculated based on the grant date fair value of the 40% time award in accordance with FASB ASC Topic 718.
| 18 | Sun Communities, Inc. |
Compensation Best Practices
| What We Do | What We Don't Do |
| •Pay for Performance: Majority of pay is performance based and not guaranteed.•Clawback Policy: We maintain an Executive Compensation Recovery (Clawback) Policy that requires recovery of erroneously awarded compensation in the event of an accounting restatement due to material non-compliance with any financial reporting requirement under federal securities laws.•Stock Ownership Guidelines: Executives must comply with stock ownership requirements (6x multiple of salary for Chairman and CEO; 4x multiple of salary for other executives).•Annual Compensation Risk Review: Annually assess risk in compensation programs.•Challenging Performance Objectives: Set challenging performance objectives for annual incentives.•Double Trigger Change of Control Agreements: An executive is entitled to severance only if, within a specified period following a change of control, he or she is terminated without cause or resigns for good reason, or the successor company does not expressly assume his or her employment agreement.•Use of Independent Consultant: The Compensation Committee has retained an independent compensation consultant that performs no other consulting services for the Company and has no conflicts of interest. | •No Hedging: Directors and executive officers are prohibited from hedging their ownership of the Company's stock.•Pledging: Directors and executive officers are prohibited from pledging any of the Company’s securities as collateral for indebtedness unless the NCG Committee has first reviewed and approved the terms of the pledge.•No Excise Tax Gross Ups: The Company will not enter into any new agreements, or materially amend any existing employment agreements, with its executives that provide excise tax gross-ups in the event of a change of control of the Company.•No Uncapped Bonuses: The Company places caps on maximum bonus payouts to executive officers. |
Additional details about each of our executive officers can be found onpages 21 and 98-100.
Refer to the Compensation Discussion and Analysis section beginning onpage 54 for additional information regarding our executive officer compensation program.
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