SUN COMMUNITIES INC
For the period ended Dec 31, 2024. Filed Apr 1, 2025.
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Dec 31, 2024 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2) |
| þ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to ss.240.14a-12 |
Sun Communities, Inc.
Name of Registrant as Specified in its Charter
Name of Person(s) Filing Proxy Statement if other than the Registrant:
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| þ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
VISION
We are an inspired, engaged and collaborative team committed to providing extraordinary service to our residents, customers and each other.
CULTURE
| Live the Golden Rule | Do the right thing | We over me | |||
|---|---|---|---|---|---|
| Treat others the way you want to be treated – we don’t just practice it, we live it. The exceptional experiences we deliver wouldn’t be possible without understanding our impact on others. We operate with respect, empathy and consideration at all times. It’s not a suggestion, it’s our moral obligation. | We choose honesty and integrity in all our actions, making the best, most educated decisions we can. Sometimes the right thing is the easy thing, or the popular thing. Other times it isn’t. We don’t get sidetracked when things go wrong, and we don’t shy away from doing what is right. | We work as a collaborative and collective unit. No one person operates alone, and we keep the wider team in mind when making decisions about individual work. We know we need each other to produce an unmatched experience for our residents and customers. What’s more, we trust each other enough to sacrifice our own goals for those of the team. | |||
| Nothing changes if nothing changes | Mindset is everything | Keep it simple | |||
| Mindset is the guiding force behind all our actions. We can’t always decide what happens to us, but we can always decide how to handle it. Bad experiences don’t bring down our whole day. We learn, we grow and we become resilient. We are successful because we choose to be, every day and every step of the way. | Let’s not overcomplicate things. Can a clearer word explain your point? Use it. Can fewer steps streamline your work? Do it. We lead with what is most important, shedding complexity as we go. Simplicity isn’t effortless, but it does make things a bit easier. | ||||
| We don’t sit still for long. We are constantly transforming both our industry and our company. That means we are open and flexible, using what works now to develop what works next. Even if it ain’t broke, we still make it better. Lots of folks will say it hasn’t been done – we say it hasn’t been done yet. | |||||
| Be yourself & thrive | |||||
| Inclusion, diversity, equity and accessibility are at the heart of who we are and what we do. Our biggest competitive advantage is the variety of individual perspectives we all bring to Sun. We support and celebrate what makes us unique, creating a space where all can succeed. | |||||
Dear Fellow Shareholders,
Throughout 2024 Sun aimed to simplify our business, focus on our portfolio’s durable income streams, and improve our balance sheet. We made notable progress throughout the year and added to our achievements with the February 2025 announcement of the agreement to sell Safe Harbor Marinas to Blackstone Infrastructure. Safe Harbor was an excellent investment for Sun and the sale at this time allows us to achieve several of our strategic objectives, most notably refocusing on our core MH and RV segments and meaningfully improving our leverage profile, while realizing a very attractive return. Sun returns to being a pure-play owner and operator of best-in-class manufactured housing and RV communities, supported by a strong balance sheet.
2024 Results
In 2024, Sun once again delivered strong results in our Manufactured Housing segment, demonstrating the ongoing demand for attainable housing. On the RV side we have remained focused on continuing to increase the contribution from real property and annual income streams. For the full year, approximately 70% of our revenue producing site gains came from RV transient to annual conversions. We also worked to better align expenses with their respective revenue streams. In the UK, positive sales momentum continued, with strong unit sales which in turn drive real property income.
A key priority for Sun has been focusing on our core portfolio through the selective disposition of non-strategic assets and reduction of capital expenditures. For 2024 and through our fourth quarter earnings release on February 26, 2025, we completed total dispositions of approximately $570 million including $180 million in the fourth quarter and year to date 2025. We also reduced non-recurring capital expenditures, which decreased nearly 50%, from 2023 to 2024.
Governance and CEO Retirement
We further enhanced our governance through board refreshment. Over the last 12 months, we added two new members to our board of directors, had two longer serving Board members step down, and announced additional planned refreshment. In March 2025, we announced the nomination of Mark A. Denien as an independent director candidate for election at the upcoming annual meeting of shareholders. Additionally, in November 2024, Gary announced his intention to retire in 2025. The board search committee continues its comprehensive search process and we will provide an update at the appropriate time.
In Closing
We are confident in the favorable dynamics and durable income streams of our core businesses and are encouraged with our outlook. Furthermore, we continue to implement our operating initiatives which focus on maximizing top-line revenue growth to drive bottom-line operational results. We have a clear strategic direction, focused on realizing the full potential of our portfolio and platform.
Thank you for your continued support.
Sincerely,
| Gary A. ShiffmanChairman and CEO | Clunet R. LewisLead Independent Director |
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| 2025 Proxy Statement | 1 |
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| Date and Time | Location | Record Date |
|---|---|---|
| Online Tuesday, May 13, 2025,11:00 AM EDT | Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/SUI2025 (the "Annual Meeting Website") | Close of business March 18, 2025 |
| Items of Business | Board Recommendation | For Further Details | |
| 1 | Elect nine directors to serve until our 2026 annual meeting of shareholders and until their successors shall have been duly elected and qualified, or their earlier resignation or removal | FOR each director nominee | Page 18 |
| 2 | Conduct a non-binding advisory vote on executive compensation | FOR | Page 48 |
| 3 | Ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2025 | FOR | Page 98 |
| 4 | Approve an amendment to our 2015 Equity Incentive Plan to extend the term of the plan to December 31, 2035 | FOR | Page 101 |
Consider any other business properly brought before the Annual Meeting.
Who Can Vote
If you were a holder of record of the Company’s common stock at the close of business on March 18, 2025 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting or any adjournments.
How to Cast Your Vote
YOUR VOTE IS IMPORTANT TO US. Please vote as promptly as possible.
| Internet | Call | |
|---|---|---|
| Before the Annual Meeting - www.proxyvote.comDuring the Annual Meeting - www.virtualshareholdermeeting.com/SUI2025 | (800) 690-6903 | Mail your proxy card or voter instruction form based on the instructions provided |
Thank you for your interest in Sun Communities, Inc.
By Order of the Board of Directors
Fernando Castro-Caratini
Secretary
This Proxy Statement and our Annual Report to shareholders for the year ended December 31, 2024, are available at www.proxyvote.com.
| 2 | Sun Communities, Inc. |
| LETTER FROM THE CHAIRMAN AND LEAD INDEPENDENT DIRECTOR | 1 |
|---|---|
| NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS | 2 |
| GLOSSARY | 4 |
| ABOUT SUN COMMUNITIES | 7 |
| PROXY SUMMARY | 12 |
| PROPOSAL NO. 1 – ELECTION OF NINE DIRECTORS | 18 |
| Nominee Biographical Summary | 19 |
| Board Composition and Refreshment | 23 |
| Qualifications, Expertise and Attributes | 24 |
| Consideration of Director Nominees | 25 |
| CORPORATE GOVERNANCE | 27 |
| Board of Directors | 27 |
| Role of the Board of Directors | 28 |
| Board Structure | 33 |
| Other Board Policies and Processes | 40 |
| Stakeholder Outreach and Engagement | 43 |
| Communications with the Board | 44 |
| DIRECTOR COMPENSATION | 45 |
| PROPOSAL NO. 2 – NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 48 |
| COMPENSATION DISCUSSION AND ANALYSIS | 50 |
| Executive Summary | 51 |
| Compensation Philosophy and Objectives | 60 |
| Elements of Compensation | 60 |
| 2024 Executive Compensation | 61 |
| 2024 Base Salary | 61 |
| 2024 Annual Incentive Award | 62 |
| 2024 Long-Term Equity Incentive Awards | 69 |
| NEO Pay and Performance Summaries | 72 |
| 2025 Executive Compensation Actions | 77 |
|---|---|
| Compensation Processes | 78 |
| Additional Executive Compensation Policies and Practices | 80 |
| EXECUTIVE COMPENSATION TABLES | 82 |
| Summary Compensation Table | 82 |
| Grants of Plan-Based Awards | 83 |
| Outstanding Equity Awards at Year-End December 31, 2024 | 84 |
| Stock Vested During 2024 | 85 |
| CEO Pay Ratio | 85 |
| Pay Versus Performance Table | 87 |
| COMPENSATION COMMITTEE REPORT | 92 |
| INFORMATION ABOUT EXECUTIVE OFFICERS | 92 |
| PROPOSAL NO. 3 – RATIFICATION OF SELECTION OF GRANT THORNTON LLP | 98 |
| AUDIT COMMITTEE REPORT | 100 |
| PROPOSAL NO. 4 - APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2015 EQUITY INCENTIVE PLAN TO EXTEND THE TERM OF THE PLAN TO DECEMBER 31, 2035 | 101 |
| SECURITY OWNERSHIP INFORMATION | 105 |
| Security Ownership of Certain Beneficial Owners | 105 |
| Security Ownership of Directors and Executive Officers | 107 |
| Delinquent Section 16(a) Reports | 107 |
| Equity Compensation Plan Information | 108 |
| GENERAL INFORMATION | 109 |
| APPENDIX A - SECOND AMENDMENT TO 2015 EQUITY INCENTIVE PLAN | 113 |
| APPENDIX B - 2015 EQUITY INCENTIVE PLAN, AS AMENDED | 114 |
| APPENDIX C - NON-GAAP FINANCIAL MEASURES | 127 |
| 2025 Proxy Statement | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.