EQUITY LIFESTYLE PROPERTIES INC
For the period ended Apr 28, 2026. Filed Mar 17, 2026.
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Apr 28, 2026 · Filed Mar 17, 2026
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and the Company's performance.
| Year · Summary Compensation Table Total for PEO (1) · Compensation Actually Paid to PEO (2) · Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) · Average Compensation Actually Paid to Non-PEO NEOs (4) · Value of Initial Fixed $100 Investment Based on: · Net Income (millions)(7) · Normalized Funds From Operations (millions)(8) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Stockholder Return (5) · Dow Jones Equity All REIT Index (6) | ||||||||
| 2025 | $4,003,917 | $3,871,749 | $2,631,571 | $2,537,730 | $109 | $127 | $386.5 | $612.4 |
| 2024 | $4,238,421 | $4,208,452 | $2,642,293 | $2,621,579 | $116 | $124 | $367.0 | $572.9 |
| 2023 | $4,260,466 | $4,561,177 | $2,655,967 | $2,865,811 | $119 | $118 | $314.2 | $537.5 |
| 2022 | $4,063,301 | $3,280,347 | $2,554,239 | $2,012,288 | $106 | $106 | $284.6 | $513.1 |
| 2021 | $4,138,489 | $5,513,408 | $2,400,219 | $3,227,093 | $141 | $141 | $262.5 | $469.0 |
(1)These dollar amounts are the amounts of total compensation reported for Ms. Nader, our CEO and Principal Executive Officer ("PEO"), for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to "Executive Compensation - Summary Compensation Table" of this Proxy Statement.
(2)These dollar amounts represent the amount of "compensation actually paid" to Ms. Nader, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Nader during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Nader's total compensation for each year to determine the compensation actually paid:
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO |
|---|---|---|---|---|
| 2025 | $4,003,917 | $(1,814,222) | $1,682,054 | $3,871,749 |
| 2024 | $4,238,421 | $(1,760,264) | $1,730,295 | $4,208,452 |
| 2023 | $4,260,466 | $(1,846,322) | $2,147,033 | $4,561,177 |
| 2022 | $4,063,301 | $(1,887,308) | $1,104,354 | $3,280,347 |
| 2021 | $4,138,489 | $(1,826,474) | $3,201,393 | $5,513,408 |
(a) The Grant Date Fair Value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable 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 applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Condition in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments |
|---|---|---|---|---|---|---|
| 2025 | $1,692,474 | $(79,206) | $(41,369) | $— | $110,155 | $1,682,054 |
| 2024 | $1,748,450 | $(48,659) | $(68,484) | $— | $98,988 | $1,730,295 |
| 2023 | $1,796,160 | $75,616 | $184,784 | $— | $90,473 | $2,147,033 |
| 2022 | $1,604,212 | $(314,377) | $(269,444) | $— | $83,963 | $1,104,354 |
| 2021 | $2,510,232 | $721,856 | $(81,275) | $(30,652) | $81,232 | $3,201,393 |
(3)These dollar amounts represent the average of the amounts reported for the Company's NEOs as a group, excluding Ms. Nader, in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, 2024, 2023 and 2022, Mr. Waite, Mr. Seavey and Mr. Eldersveld, and (ii) for 2021, Mr. Waite, Mr. Seavey and Mr. Roger Maynard, a former NEO, and Mr. Eldersveld.
(4)These amounts represent the average amount of "compensation actually paid" to the NEOs as a group, excluding Ms. Nader, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned or paid to the NEOs as a group, excluding Ms. Nader, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group, excluding Ms. Nader for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs |
|---|---|---|---|---|
| 2025 | $2,631,571 | $(1,288,160) | $1,194,319 | $2,537,730 |
| 2024 | $2,642,293 | $(1,249,812) | $1,229,098 | $2,621,579 |
| 2023 | $2,655,967 | $(1,303,222) | $1,513,066 | $2,865,811 |
| 2022 | $2,554,239 | $(1,324,933) | $782,982 | $2,012,288 |
| 2021 | $2,400,219 | $(1,143,444) | $1,970,318 | $3,227,093 |
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Year over year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividend or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments |
|---|---|---|---|---|---|---|
| 2025 | $1,201,714 | $(56,236) | $(29,373) | $— | $78,214 | $1,194,319 |
| 2024 | $1,241,424 | $(34,549) | $(48,062) | $— | $70,285 | $1,229,098 |
| 2023 | $1,267,815 | $53,058 | $128,335 | $— | $63,858 | $1,513,066 |
| 2022 | $1,126,150 | $(216,157) | $(185,623) | $— | $58,612 | $782,982 |
| 2021 | $1,571,547 | $416,144 | $(50,347) | $(17,882) | $50,856 | $1,970,318 |
(5)Cumulative Total Shareholder Return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
(6)Represents the TSR for the Dow Jones Equity All REIT Index.
(7)These amounts represent the amount of net income reflected in the Company's audited financial statements for the applicable year.
(8)While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that Normalized FFO is the financial performance measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to Company performance. See Appendix A to this Proxy Statement for a discussion and reconciliation of Normalized FFO to the most directly comparable GAAP measure.
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