SUN COMMUNITIES INC
For the period ended Mar 30, 2026. Filed Mar 30, 2026.
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Mar 30, 2026 · Filed Mar 30, 2026
Contents
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:
| Value of Initial Fixed $100Investment(2) Based On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Totalfor PEO Gary Shiffman(1) | CompensationActually Paidto PEO Gary Shiffman | SummaryCompensationTable Totalfor PEO Charles Young(1) | CompensationActually Paidto PEO Charles Young | AverageSummaryCompensationTable Total for Non-PEO NEOs | AverageCompensationActually Paidto Non-PEONEOs | TotalShareholderReturn | Dow Jones U.S.Real EstateResidentialIndex | NetIncome / (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 |
(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:
| 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 |
| 2026 Proxy Statement | 87 |
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Differences in our summary compensation table amounts and compensation actually paid reflect the following:
| 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) |
| 88 | Sun Communities, Inc. |
| 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 |
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.
| 2026 Proxy Statement | 89 |
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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.
| 90 | Sun Communities, Inc. |
Listing of Important Financial and Non-Financial Measures
The following table includes the most important financial and non-financial performance measures used by the Company for the fiscal year ended December 31, 2025, to link compensation actually paid to the company’s CEO and other NEOs to the Company’s performance.
| Performance Measures | Year Ended December 31, 2025 | Methodology Used to Calculate Financial Performance Measures | Reconciliations to Non-GAAP Financial Measures |
|---|---|---|---|
| Financial | |||
| Core FFO per Share Performance | $6.68 | 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. | Refer to Appendix A for the reconciliation of Net Income to Core FFO |
| Same Property combined NOI growth - MH, RV, and UK | 5.5% | 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. Same Properties are primarily those properties that we have owned and operated continuously since January 1, 2024. | Refer to (1) Appendix A for the reconciliation of Net Income to NOI and (2) table below for the breakdown of NOI |
Breakdown of NOI
The following table shows the breakdown of total portfolio NOI for the fiscal year ended December 31, 2025, in millions:
| Year Ended December 31, 2025 | |||||
|---|---|---|---|---|---|
| Same PropertyMH | Same Property RV | Same PropertyUK | Acquisitions and other | TotalPortfolio | |
| Real property NOI | $686.9 | $276.8 | $81.6 | $13.5 | $1,058.8 |
| Home sales | N/A | N/A | 49.7 | 20.3 | 70.0 |
| Ancillary NOI(1) | N/A | N/A | N/A | N/A | 28.0 |
| NOI | $686.9 | $276.8 | $131.3 | $33.8 | $1,156.8 |
(1)Ancillary NOI is shown at consolidated level due to immateriality.
| 2026 Proxy Statement | 91 |
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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.