David Contis
About David Contis
Independent director at Equity LifeStyle Properties (ELS); Chair of the Compensation, Nominating & Corporate Governance Committee and member of the Audit Committee. A veteran REIT and retail real estate operator with senior leadership roles at Simon Property Group, Equity Group Investments, and Macerich; currently chairs CBL Properties’ board and serves on several boards/advisory roles across the Zell network. The Board has affirmatively determined he is independent under NYSE standards; all non-management directors held four executive sessions in 2024; the Board met four times in 2024 and each director attended at least 75% of applicable meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Property Group (NYSE: SPG) | President – Mall Platform; Sr. EVP | May 2011 – May 2017 | Led mall operations at the largest global retail REIT |
| Equity Group Investments | President of Real Estate | Nov 2006 – May 2011 | Oversaw real estate investments for Zell-affiliated platform |
| Macerich (NYSE: MAC) | EVP & COO | May 1997 – Oct 2006 | Operational leadership at retail REIT |
| Equity Properties & Development L.P. (EGI affiliate) | Vice Chairman; EVP & COO | 1992 – 1997 | Senior operating leadership in retail real estate |
| BRMalls (Brazil) | Director | 2008 – 2011 | Board member at Brazil’s largest shopping center company |
| Dundee Realty Corp. (Canada) | Director; Compensation & Audit Committees | 1997 – 2003 | Governance roles at Canadian real estate company |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CBL Properties (NYSE: CBL) | Chairman of the Board; Director | 2021 – present | Audit Committee member; previously Compensation Committee |
| Chai Trust Company, LLC | Director | N/A | Zell family trust company; governance interlock with other ELS directors |
| Equity International | Advisor | N/A | Interlock with ELS Chair Thomas Heneghan (CEO of Equity International) |
| Acosta Verde (BMV: ACOSTA) | Director; Investment Committee member | N/A | Mexican shopping center owner/operator |
Board Governance
- Committee assignments: Chair, Compensation, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Board determined all nominees except CEO are independent (includes Contis) .
- Meetings and attendance: Board met 4 times in 2024; Audit Committee met 9 times; Compensation Committee met 5 times; each director attended at least 75% of applicable meetings .
- Executive sessions: Non-management directors held 4 executive sessions in 2024, led by Lead Director Philip Calian .
- 2025 director election vote detail (signal of investor sentiment): Contis received 164,887,745 “FOR” and 8,464,709 “WITHHELD” votes (broker non-votes 3,792,618), a notably higher withhold relative to most peers on the slate .
| 2025 Annual Meeting – Director Votes | FOR | WITHHELD | Broker Non-Votes |
|---|---|---|---|
| David Contis | 164,887,745 | 8,464,709 | 3,792,618 |
- Say-on-Pay support: 2024 advisory vote earned 94.7% approval; 2025 advisory vote “FOR” 161,210,962; “AGAINST” 12,084,321; “ABSTAIN” 51,171; broker non-votes 3,792,618 .
Fixed Compensation
| Component (Non-Executive Director, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $76,250 | Retainer increased from $65,000 to $80,000 effective April 1, 2024; amount reflects proration |
| Equity awards – annual director grant | $145,000 | 2,405 RS shares awarded at $60.29; vests 1/3 on 11/1/2024, 1/3 on 5/1/2025, 1/3 on 5/1/2026 |
| Committee chair equity award | $20,000 | As Compensation Committee Chair; 332 RS shares; vests 1/3 on 5/1/2025, 1/3 on 5/1/2026, 1/3 on 4/30/2027 |
| Committee membership equity awards | $12,500 (Audit); $7,500 (Comp) | Audit: 207 RS shares; Comp: 124 RS shares; these tranche awards vest 100% on 5/1/2025 |
| Total 2024 director comp (cash + stock fair value) | $253,744 | Fees $76,250; Stock awards $177,494; no options or perquisites |
Grant details: All director awards approved April 30, 2024; granted May 1, 2024 at $60.29 (NYSE close on 4/30); option alternative allowed at 5× RS shares (Contis elected RS, not options) .
Performance Compensation
As Compensation Chair, Contis oversees ELS’s pay-for-performance framework for NEOs. 2024 annual cash bonus design tied to operational metrics and strategic initiatives; total paid ~84% of potential, plus limited stretch goal payout.
| 2024 NEO Bonus Design (weights) | Core MH Revenue | Core RV Revenue | Site & Member Optimization | Core NOI & Expense Control | Rentals/Working Capital | Discretionary/Strategic Initiatives |
|---|---|---|---|---|---|---|
| Marguerite Nader (2.9× salary) | 14.0% | 14.0% | 14.0% | 14.0% | 14.0% | 30.0% |
| Seavey (2.2×), Waite (2.2×), Eldersveld (2.2×) | 14.0% | 14.0% | 14.0% | 14.0% | 14.0% | 30.0% |
- Metric outcomes: Core MH revenue target met ($678k aggregate bonus); Core RV partially met ($382k); Site/member optimization partially met ($551k); Core NOI/expense targets met ($678k); Rentals/working capital mixed ($509k). Discretionary paid at 100% for all NEOs ($1.5M total). Stretch goals paid $300k (52.5% of potential), driven by Normalized FFO; RV/MH stretch not met .
- Equity awards: NEO restricted stock split evenly between time-based and performance-based, with performance conditions tied to Normalized FFO per share thresholds; 2024 vesting criteria met; 2025 targets set at $3.01–$3.11 Normalized FFO per share .
Other Directorships & Interlocks
- Interlocks within ELS board: Contis (Director, Chai Trust; Advisor, Equity International), Heneghan (Director, Chai Trust; CEO of Equity International), Peppet (President of Chai Trust; Advisor to Equity International). These create governance interlocks across Zell-affiliated entities, though the Board has determined independence for nominees and discloses policies for related-party transactions .
Expertise & Qualifications
- Deep operating and governance experience across retail and real estate REITs (Simon, Macerich, EGI), cross-border board exposure (BRMalls, Dundee, Acosta Verde), and advisory oversight at Equity International and Chai Trust .
- Compensation governance: Chairs the Compensation Committee and co-signs the Compensation Committee Report included in the proxy .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Feb 14, 2025) | 24,711 shares | Includes 20,798 shares held by Contis Family Trust; 1,000 shares in custodial accounts for grandchildren (UGMA) |
| Ownership as % of outstanding | ~0.0129% | 24,711 / 191,142,869 shares outstanding at record date |
| Unvested director RS (12/31/2024) | 2,913 shares | Outstanding unvested restricted stock; no options |
| Options outstanding | None | No options listed for Contis as of YE 2024 |
| Hedging/pledging | Prohibited | Company policy bans hedging/pledging by directors/officers |
| Ownership guidelines | 3× annual retainer (Directors) | Company states all directors as of 12/31/2024 exceeded minimum, except new appointee Papandreou; Contis in compliance |
Insider Trades
| Date | Type | Shares | Price | Post-Transaction Holdings | Ownership Form |
|---|---|---|---|---|---|
| Jul 30, 2025 | Gift (Code G) | 2,240 | $0 | 20,349 indirect (Contis Family Trust); 3,905 direct; 1,000 indirect (UGMA) | SEC Form 4 |
| Oct 29, 2025 | Gift (Code G) | 757 | $0 | 3,148 direct; 21,106 indirect (Contis Family Trust); 1,000 indirect (UGMA) | SEC Form 4 |
| Dec 3, 2024 | Form 4 filed | N/A | N/A | N/A | SEC Form 4 index |
Note: Company policy enforces blackout periods and pre-clearance, with allowance for Rule 10b5-1 plans; hedging and pledging are prohibited .
Governance Assessment
- Board effectiveness and independence: Contis is independent and chairs a fully independent Compensation Committee; Audit Committee members are all designated “financial experts”; board maintains separate Chair and CEO, Lead Independent Director, and regular executive sessions, supporting strong oversight .
- Compensation governance signals: Strong pay-for-performance architecture with clearly defined operational metrics and Normalized FFO targets under Contis’ committee leadership; no employment agreements, no severance or change-in-control cash protections for NEOs; clawback policy in place; no tax gross-ups; director equity promotes alignment .
- Ownership alignment: Contis exceeds director ownership guidelines; holds both direct and trust beneficial interests; no pledging allowed; unvested RS outstanding aligns tenure and oversight .
- Interlocks and potential conflicts: Multiple ELS directors share roles within Chai Trust and Equity International; while Board affirmed independence and policies for related-party approvals, investors should monitor for perceived influence or information flow risks within the Zell network; no material related-party transactions disclosed in 2024 .
- Shareholder sentiment: 2025 withhold votes on Contis (8.46M) were higher relative to most directors, indicating pockets of investor concern; however, Say-on-Pay support remained strong (2024: 94.7%; 2025: 161.2M “FOR”) .
- RED FLAGS: Interlocks across Chai Trust/Equity International (monitor influence risks) . No hedging/pledging; no repricing or gross-ups; no disclosed related-party transactions in 2024 (mitigates typical red flags) .