Karen Dearing
About Karen Dearing
Independent director appointed in December 2020; currently Chair of the Audit Committee. Former CFO, Treasurer, and Secretary of Sun Communities (2008–April 2022), then Senior Advisor to Sun Communities’ UK investments until retirement in January 2025. Certified Public Accountant (AICPA, MICPA) with a B.S. in accounting from Michigan State University; age 60 as of April 4, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Communities, Inc. | Senior Advisor (UK investments, strategic initiatives) | Until Jan 2025 | Advised on international investments and strategy |
| Sun Communities, Inc. | CFO, Treasurer, Secretary | 2008–Apr 2022 | Led IT, accounting, tax, finance, internal/external reporting |
| Sun Communities, Inc. | SVP | 2006–2008 | Senior leadership in finance/ops |
| Sun Communities, Inc. | Corporate Controller | 2002–2006 | Accounting leadership |
| Sun Communities, Inc. | Director of Finance | 1998–2002 | Finance leadership |
| Private automotive supplier | Financial Controller | ~7+ years (pre-Sun) | Corporate finance oversight |
| Deloitte | Certified Public Accountant | ~4+ years | Audit and accounting experience |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in the proxy |
Board Governance
- Independence: Board determined Dearing is independent under NYSE standards; eight of ten directors are independent .
- Committee leadership: Audit Committee Chair; designated “audit committee financial expert” and financially literate; possesses NYSE-defined financial management expertise .
- Committee memberships and 2024 meeting cadence:
Committee Role Meetings in 2024 Audit Chair 4 Compensation — 2 (committee met; Dearing not a member) Nominating & Governance — 2 (committee met; Dearing not a member) Executive — 1 (committee met; Dearing not a member) - Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and relevant committee meetings in aggregate; all directors attended the 2024 annual meeting .
- Lead Independent Director structure and independent executive sessions occur quarterly .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $95,000 | Includes base and chair fees; Dearing elected stock in lieu of a portion of cash (1,652 shares) |
| Stock Awards (Restricted Stock) | $115,000 | One-year vesting; grant-date fair value methodology disclosed |
| Meeting Fees | $0 | No additional compensation for meeting attendance |
| Additional Chair/Role Fees | Included in cash | Audit Chair fee $25,000 applies under policy |
Award characteristics
- Non-employee directors receive $185,000 annually: $115,000 restricted stock (1-year vest) + $70,000 cash or stock at director election; additional payments for Lead Independent Director ($30,000) and committee chairs (Audit $25,000; Compensation/Nominating $20,000) .
- Directors do not receive meeting fees; out-of-pocket expenses reimbursed .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based equity (directors) | None; director equity is time-based restricted stock only |
| Options/PSUs (directors) | None disclosed for directors |
| Performance metrics tied to director pay | Not utilized for director compensation |
The Compensation Committee benchmarks director pay with Meridian; 2025 director compensation maintained at 2024 levels .
Other Directorships & Interlocks
| Company | Role | Committee | Start–End | Interlock/Conflict Note |
|---|---|---|---|---|
| — | — | — | — | No other public company boards disclosed; Board affirmed independence after considering Related Person Transactions context |
Expertise & Qualifications
- CPA; AICPA and MICPA member; B.S. Accounting, Michigan State University .
- Audit Committee Financial Expert; NYSE-defined financial management expertise .
- Deep REIT finance and operations experience (CFO/Treasurer/Secretary at Sun Communities) overseeing IT, accounting, tax, finance, reporting .
Equity Ownership
| Metric | 12/31/2024 | 03/07/2025 |
|---|---|---|
| Beneficial ownership (shares) | — | 13,457 |
| Percent of class | — | <1% |
| Unvested restricted stock (shares) | 3,652 | 2,883 |
| Shares pledged as collateral | None | None (directors and NEOs have not pledged) |
| Shares received in lieu of cash (2024) | 1,652 | — |
Stock ownership guidelines
- Non-employee director ownership requirement increased to 5× annual cash compensation in 2022 (progression: 3× in 2020; 4× in 2021; 5× in 2022) ; guidelines apply to non-employee directors .
Governance Assessment
- Board effectiveness: Dearing strengthens financial oversight as Audit Committee Chair and audit financial expert; Audit Committee recommends inclusion of audited financials in 2024 Form 10-K . The chair has delegated authority to pre-approve non-audit services between meetings, with robust pre-approval controls, supporting auditor independence .
- Independence and conflicts: Board affirmed Dearing’s independence; no related person transactions disclosed involving Dearing in 2024. Only related transaction disclosed involved Director Rakolta (prior HQ sale at market terms); Board considered these relationships and maintained independence determinations .
- Engagement and attendance: ≥75% aggregate attendance standard met by all directors; all attended the 2024 annual meeting—positive engagement signal .
- Alignment: Director pay mix combines cash with restricted stock (time-vested), and directors have ownership guidelines (5× cash compensation), reinforcing alignment. No pledging of shares reported—reduces alignment risk .
- RED FLAGS: None evident in proxy for Dearing—no pledging, no related-party transactions, strong attendance; director compensation is straightforward with no options or performance gaming .
Shareholder feedback and governance evolution: board independence enhanced (Lead Independent Director; six new independent directors since 2018); progressive tightening of director ownership guidelines and ESG oversight—signals responsiveness to investors .