Andrew Berkenfield
About Andrew Berkenfield
Independent director at Equity LifeStyle Properties (ELS), with a core background in advertising and brand strategy. He is CEO and partner at Duncan Channon (since January 2009), having joined the agency in 2000 and previously held senior roles at Foote, Cone & Belding and Lintas: NY . Berkenfield serves on ELS’s Strategic Planning Committee and is considered independent under NYSE standards; ELS separates Chair and CEO roles and maintains a Lead Independent Director structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foote, Cone & Belding (FCB) | Senior positions | Pre-2000 | Advertising leadership; brand strategy relevance to customer acquisition |
| Lintas: NY | Senior positions | Pre-2000 | Advertising communications; relevant to marketing oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duncan Channon | CEO and Partner | CEO since Jan 2009; General Manager starting Jan 2000 | Nationally acclaimed independent advertising agency; directly relevant to ELS marketing and branding oversight |
Board Governance
- Committee assignments: Member, Strategic Planning Committee; not a chair. Strategic Planning Committee chaired by Thomas Heneghan; members meet NYSE independence requirements .
- Independence: Board determined all nominees (except CEO Marguerite Nader) are independent; Berkenfield is independent .
- Board and committee activity: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management directors held 4 executive sessions in 2024, led by the Lead Independent Director (Philip Calian) .
- Lead Independent Director: Philip Calian coordinates independent directors, sets agendas with CEO, presides in executive sessions .
- Board leadership: Separate Chair (Thomas Heneghan) and CEO (Marguerite Nader) roles since 1996 .
- Investor engagement signal: 2024 Say-on-Pay approval was 94.7% .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $76,250 (reflects increase from $65,000 to $80,000 effective Apr 1, 2024) |
| Director annual equity grant | 2,405 RS shares valued at $145,000; vesting: 1/3 on Nov 1, 2024, 1/3 on May 1, 2025, 1/3 on May 1, 2026 |
| Committee membership equity (Strategic Planning) | 124 RS shares valued at $7,500; vest 100% on May 1, 2025 |
| Total 2024 director compensation | $228,723 (Fees $76,250; Stock awards $152,473; no option awards in 2024) |
Performance Compensation
Directors do not have performance-based cash bonuses; director equity grants are primarily time-based and role-based (e.g., committee service). Berkenfield had no new option awards in 2024; he did receive RS awards per director and committee service .
| Award Type | Shares/Options | Grant/Effective Date | Vesting Milestones |
|---|---|---|---|
| Director RS (annual) | 2,405 shares ($145,000) | Granted May 1, 2024 at $60.29 reference price | 1/3 Nov 1, 2024; 1/3 May 1, 2025; 1/3 May 1, 2026 |
| Strategic Planning Committee RS | 124 shares ($7,500) | Granted May 1, 2024 | 100% vest May 1, 2025 |
| Options outstanding (prior grants) | 15,305 exercisable; 0 unexercisable (as of Dec 31, 2024) | Outstanding | N/A (status only) |
| Unvested RS balance | 2,218 shares (as of Dec 31, 2024) | Outstanding | Per schedules above |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed in ELS proxy biography . |
Expertise & Qualifications
- Deep advertising and communications leadership (FCB, Lintas; CEO of Duncan Channon), supporting oversight of ELS’s customer acquisition, brand, and membership marketing initiatives .
- Strategic oversight via Strategic Planning Committee across technology/innovation, capital planning, development, acquisitions, insurance, sustainability, and other strategic matters .
Equity Ownership
| Measure | Value |
|---|---|
| Shares of Common Stock (beneficially owned as of Feb 14, 2025) | 5,986 |
| Options (exercisable within 60 days of record date) | 15,305 |
| Total beneficial ownership | 21,291 |
| Ownership as % of outstanding | <1% |
| Unexercised options (Dec 31, 2024) | 15,305 exercisable; 0 unexercisable |
| Unvested RS (Dec 31, 2024) | 2,218 shares |
| Director ownership guideline | 3x annual retainer; all directors (except Papandreou, appointed 2024) exceeded guidelines as of Dec 31, 2024 (Berkenfield included) |
| Hedging/pledging policy | Directors prohibited from hedging or pledging company stock under Policy on Securities Trading |
Governance Assessment
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Strengths:
- Independence confirmed; committee work focused on strategy with NYSE independence across members .
- Strong attendance culture (≥75% participation for all directors); robust executive session cadence (4 in 2024); clear Lead Independent Director responsibilities .
- Transparent, role-based director equity with defined vesting; ownership guidelines requiring 3x retainer and broad compliance; prohibition of hedging/pledging .
- Positive investor sentiment on compensation (94.7% Say-on-Pay approval in 2024) .
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Potential conflicts/related-party exposure:
- As CEO of an advertising agency, there is theoretical vendor conflict risk if ELS were to engage Duncan Channon; ELS’s Audit Committee reviews all related-party transactions and none are disclosed in the proxy’s related-party section for 2024, with formal policies and questionnaires in place .
- Monitoring item: continue to review related-party disclosures and committee oversight for any marketing/vendor relationships.
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RED FLAGS: None disclosed in the proxy (no related-party transactions, no Section 16(a) delinquencies; hedging/pledging banned) .