Constance Freedman
About Constance Freedman
Constance Freedman is an independent director of Equity LifeStyle Properties (ELS) and the founder/managing partner of Moderne Ventures, an early‑stage venture fund focused on technology across real estate, finance, insurance, and home services; she previously launched Second Century Ventures and founded the REach tech accelerator at the National Association of Realtors . She has served on ELS’s board since 2017; her age was disclosed as 42 in the 2018 proxy and 45 in the 2021 proxy (the 2025 proxy does not list ages) . ELS’s board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Realtors | Vice President, Strategic Investments; launched Second Century Ventures | Prior to 2015 (founded REach in 2012) | Built NAR’s venture arm; created REach accelerator |
| REach (NAR) | Founder of accelerator | 2012 | Proptech commercialization platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moderne Ventures | Founder & Managing Partner | 2015–present | Invests in tech around real estate/finance/insurance/home services |
| Other public company boards | — | — | None disclosed in ELS proxy biography |
Board Governance
- Independence: Independent director; all nominees except the CEO were deemed independent by the board .
- Committees: Member, Compensation, Nominating & Corporate Governance Committee; Member, Strategic Planning Committee (not a chair) .
- Lead Independent Director: Philip Calian; chairs executive sessions of non‑management directors .
- Meetings and attendance: Board met 4 times in 2024; each director attended at least 75% of board and relevant committee meetings .
- Executive sessions: Non‑management directors held 4 executive sessions in 2024 .
- Shareholder engagement: 94.7% support on 2024 Say‑on‑Pay; all nine directors up for re‑election attended the 2024 annual meeting .
- Cybersecurity/Policy oversight: Hedging and pledging of company stock is prohibited for directors; policy requires pre‑clearance and blackout compliance .
Fixed Compensation (Director)
| Component | Amount/Detail | Grant/Effective Date | Vesting | Notes |
|---|---|---|---|---|
| Annual cash retainer | $76,250 | 2024 (raised from $65,000 to $80,000 effective Apr 1, 2024; prorated) | N/A | Standard non‑exec director retainer |
| Committee member equity retainers (Compensation; Strategic Planning) | Elected as options in lieu of RSUs; 1,240 options total | Granted May 1, 2024 (pricing based on $60.29 close on Apr 30, 2024) | 100% on May 1, 2025 | Members (non‑chairs) got RSUs valued at $12,500 (Audit) and $7,500 (Comp/SPC); she elected options equal to 5x RSU shares |
| Total 2024 Director compensation | $278,775 total; $76,250 cash + $202,525 option awards | 2024 | See below for equity detail | As reported in director compensation table |
Performance Compensation (Equity Awards as Director)
| Award Type | Size/Value | Grant Date & Price Basis | Vesting | Comments |
|---|---|---|---|---|
| Annual director equity retainer | 12,025 stock options (in lieu of $145,000 RSUs) | Granted May 1, 2024; price basis $60.29 (close Apr 30, 2024) | 1/3 vested Nov 1, 2024; 1/3 on May 1, 2025; 1/3 on May 1, 2026 | Directors could elect options equal to 5x RSU shares |
| Committee service equity | 1,240 stock options (in lieu of RSUs valued at $12,500 Audit member and $7,500 Comp/SPC member awards) | Granted May 1, 2024; price basis $60.29 | 100% on May 1, 2025 | Member awards; she is not a chair |
Option exercise price was not explicitly disclosed; the company uses the closing price to determine RSU share counts and option quantities; options counts and vesting are disclosed above .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed in ELS proxy biography |
Expertise & Qualifications
- Venture/innovation in real estate tech: founder/GP investing across proptech/fintech/insurtech/home services; relevant to Strategic Planning Committee remit on technology/innovation .
- Talent/governance: service on Compensation, Nominating & Corporate Governance Committee overseeing executive pay, succession, and governance policies .
Equity Ownership
| Holder | Common Shares | Options (exercisable) | Options (unexercisable) | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| Constance Freedman | 8,928 | 34,188 | 11,707 | 43,116 (incl. options within 60 days) | <1% |
| Citations |
Additional alignment and policies:
- Stock ownership guidelines: Directors must hold ≥3x annual retainer; except for a new appointee, all directors and NEOs exceeded guidelines as of 12/31/24 .
- Hedging/pledging: Prohibited under Policy on Securities Trading .
Governance Assessment
-
Strengths
- Independent director with venture/technology background aligned to Strategic Planning topics; sits on Compensation, Nominating & Corporate Governance, enhancing board oversight of pay, succession, and governance .
- High shareholder support on Say‑on‑Pay (94.7%) and full board independence (except CEO) underpin investor confidence .
- Strong director ownership framework and prohibitions on hedging/pledging; policy transparency on governance documents .
- Attendance acceptable (≥75% for each director in 2024); board held regular executive sessions (four) .
-
Watch items
- Director equity elections skewed to stock options (vs. RSUs) may increase sensitivity to share‑price volatility; ensure alignment with longer‑term value creation and monitor any future option structure changes (strike price not disclosed) .
- Venture activities could theoretically create related‑party dynamics if portfolio companies transact with ELS; no such related‑party transactions are disclosed, but continued monitoring is warranted .
-
Red flags
- None disclosed specific to Ms. Freedman: no attendance shortfalls, no related‑party transactions, no hedging/pledging, and no committee interlocks reported in 2024 .
Appendix: Key 2024 Director Compensation Detail (Freedman)
| Metric | Value |
|---|---|
| Fees Earned (Cash) | $76,250 |
| Option Awards (Grant‑date fair value) | $202,525 |
| Total | $278,775 |
| Annual Director Equity (elected as options) | 12,025 options; vesting: 1/3 on Nov 1, 2024; 1/3 on May 1, 2025; 1/3 on May 1, 2026 |
| Committee Member Equity (elected as options) | 1,240 options; vesting: 100% on May 1, 2025 |
| Option/RSU Grant Mechanics | Grants approved Apr 30, 2024; grants on May 1, 2024; price basis $60.29 (closing price 4/30/24); directors may elect options equal to 5x RSU shares |
Sources and Additional Governance Context
- Committees, meetings, and independence:
- Executive sessions & leadership structure:
- Shareholder engagement and Say‑on‑Pay support:
- Ownership guidelines and compliance:
- Securities trading/hedging/pledging policy:
- Director compensation structure/details:
- Security ownership table (directors):
- Compensation Committee interlocks (none):
- Biography/tenure:
- Related‑party transactions policy and 2024 disclosure: