Sun Communities (SUI) Proxy Filing summary

Executive summary

• Achieved strong 2024 results, with $3.2 billion in revenue and 3,210 new revenue-producing sites gained, maintaining consistent performance with 2023 and demonstrating resilience in core manufactured housing (MH) and RV segments.

• Completed the sale agreement for Safe Harbor Marinas for $5.65 billion, refocusing on core MH and RV businesses and improving leverage profile; $570 million in non-strategic asset dispositions completed from 2024 through early 2025.

• Simplification initiatives and internal restructuring led to nearly 50% reduction in non-recurring capital expenditures and actionable expense savings identified for 2025.

• Core FFO per share for 2024 was $6.81, with a 10-year total shareholder return (TSR) of 168.9%, outperforming major REIT indices.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, a non-binding advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor, and an amendment to extend the 2015 Equity Incentive Plan to 2035.

• Proxy access allows shareholders owning 3%+ of stock for three years to nominate up to 20% of the board.

• Shareholder engagement included outreach to top institutional holders, with feedback on governance, compensation, and sustainability.

Board of directors and corporate governance

• Board refreshment included two new directors in 2024, two retirements, and the nomination of Mark A. Denien for 2025; further committee changes planned post-annual meeting.

• 89% of directors are independent; 33% female; average tenure is 11 years.

• Lead Independent Director structure in place; all directors elected annually.

• Board committees include Audit, Compensation, Capital Allocation, NCG, CEO Succession, and Executive Committees, each with defined oversight roles.

• Annual board and committee evaluations guide governance improvements.