David Eldersveld
Executive Vice President, Chief Legal Officer and Corporate Secretary at EQUITY LIFESTYLE PROPERTIES
Executive
About David Eldersveld
David P. Eldersveld, 51, is Executive Vice President, Chief Legal Officer and Corporate Secretary at Equity LifeStyle Properties (ELS). He has served as CLO and Corporate Secretary since February 2021, and previously was Executive Vice President, General Counsel and Corporate Secretary from June 2015 to February 2021. Prior to ELS, he held senior legal leadership roles at Tribune Company (2010–2013) and was an associate at Sidley Austin LLP (1999–2005), focusing on M&A, securities, corporate finance, and governance . ELS reports five‑year cumulative TSR of $107 and emphasizes ongoing growth in Normalized FFO per share; 2024 performance-based equity vested on achievement of Normalized FFO per share targets, reflecting a pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tribune Company | EVP, General Counsel & Corporate Secretary; previously SVP, General Counsel & Corporate Secretary | 2010–2013 | Led corporate legal function through public company governance, securities, and transactions . |
| Sidley Austin LLP | Associate (M&A, securities, corporate finance, governance) | 1999–2005 | Executed M&A and capital markets matters; corporate governance advisory . |
Fixed Compensation
Multi‑year compensation (from Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 406,490 | 422,686 | 453,523 |
| Stock Awards ($, grant date fair value) | 992,256 | 991,864 | 967,800 |
| Non‑Equity Incentive Plan Compensation ($) | 810,616 | 916,859 | 925,159 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total ($) | 2,221,562 | 2,344,609 | 2,360,282 |
Base salary and target bonus:
| Year | Base Salary ($) | Target/Bonus Potential |
|---|---|---|
| 2024 | 453,523 | 2.2x base salary (220%) |
| 2025 | 453,595 (effective Apr 1, 2025) | 220% of salary |
Notes:
- ELS’s NEO pay mix (aggregate) was approx. 17% salary, 45% equity, 38% cash bonus in 2024, evidencing an equity‑ and performance‑heavy structure .
Performance Compensation
Annual Cash Bonus (2024 Plan)
| Metric | Weight | Target | Actual/Assessment | Company‑Wide Paid Amount (All NEOs) |
|---|---|---|---|---|
| Core MH Revenues | 14% | +6.0% YoY | Met | $678,296 |
| Core RV Revenues (incl. seasonal/transient) | 14% | +7.0% core RV; +2.0% seasonal/transient | Partially met | $381,540 |
| Site & Member Optimization (dues, sales units, dealer activations, expansion sites) | 14% | Four equal components | Partially met | $551,116 |
| Core Net Operating Income & Expense Control | 14% | Core NOI +5.6% YoY; core expense <28.1% of core revenues | Met | $678,296 |
| Rentals/Working Capital (4 components) | 14% | Reductions and mix objectives as enumerated | Mixed: 3 met, 1 not met | $508,722 |
| Discretionary/Strategic Initiatives | 30% | Committee discretion | Discretionary | Included in total |
| Stretch Goals (Core MH, Core RV, FFO) | — | Additional awards for exceeding specified targets | Partially achieved | Included in total |
Additional context:
- Aggregate 2024 cash bonus paid to all NEOs was ~84% of the ~$5.4M total potential (includes 2024 Stretch Goals) .
- Eldersveld’s 2024 grant‑date target and maximum cash bonus opportunities were $807,444 and $1,098,097, respectively .
Long‑Term Equity (Restricted Stock Awards)
Grant sizes and vesting mechanics:
| Award Year | Total Shares | Time‑Based Vesting | Performance‑Based Vesting | Performance Condition (example) |
|---|---|---|---|---|
| 2023 | 13,791 (6,895 TB / 6,896 PB) | 1/3 on 1/30/24; 1/3 on 2/4/25; 1/3 on 2/3/26 | Same dates, subject to performance | Normalized FFO/share targets approved annually (e.g., 2024 target $2.83–$2.93) |
| 2024 | 14,914 (7,457 TB / 7,457 PB) | 1/3 on 2/4/25; 1/3 on 2/3/26; 1/3 on 2/2/27 | Same dates, subject to performance | 2024 Normalized FFO/share target $2.83–$2.93 for vesting |
| 2025 | 15,853 (7,926 TB / 7,927 PB) | 1/3 on 2/3/26; 1/3 on 2/2/27; 1/3 on 2/1/28 | Same dates, subject to performance | Committee will set 2026 conditions; 2025 conditions aligned with Normalized FFO/share ranges (e.g., $3.01–$3.11) |
Performance vesting results for 2024 performance period (one‑third tranches vested in early 2025 upon achievement):
| Award Tranche (2024 Performance) | Shares Vested (Eldersveld) |
|---|---|
| 2022 Award (PB) | 2,193 |
| 2023 Award (PB) | 2,299 |
| 2024 Award (PB) | 2,485 |
Stock vested and tax withholding in 2024:
| Metric (2024) | Value |
|---|---|
| Shares acquired on vesting (#) | 13,568 |
| Value realized on vesting ($) | 905,050 |
| Shares withheld for taxes (#) | 4,061 |
Equity Ownership & Alignment
Ownership and guidelines:
| As of 12/31/2024 | Shares Owned | Value ($ at $66.60) | 2024 Base Salary ($) | Ownership Multiple | Guideline (Other NEOs) | Compliance |
|---|---|---|---|---|---|---|
| David Eldersveld | 101,116 | 6,734,326 | 453,523 | 15x | 3x base salary | Exceeds guideline; hedging and pledging prohibited |
Outstanding and unvested equity at 12/31/2024:
| Award Year | Time‑Based Unvested (#) | Market Value ($) | Performance‑Based Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2022 | 2,193 | 146,054 | 2,193 | 146,054 |
| 2023 | 4,597 | 306,160 | 4,598 | 306,227 |
| 2024 | 7,457 | 496,636 | 7,457 | 496,636 |
Insider selling pressure and vesting calendar:
- Time‑based and performance‑based tranches vest annually in early February (noted dates), and ELS repurchases shares at vest to cover withholding taxes (e.g., 4,061 shares withheld for Eldersveld in 2024), which can create mechanical sell pressure around those dates .
Employment Terms
- At‑will employment; no individual employment agreement; no severance plan .
- No change‑in‑control cash payments; restricted stock vests accelerate upon a change in control or death/disability, per award terms .
- Clawback/Compensation Recovery Policy implemented; 2024 restatement did not trigger recovery as targets were unaffected .
- No pension or non‑qualified deferred compensation plans; standard 401(k) with match (max $13,800 in 2024); ESPP at 15% discount up to $250,000 contributions .
- Securities trading policy: blackout periods, pre‑clearance, 10b5‑1 permitted; hedging and pledging prohibited .
Compensation Structure Analysis
- Year‑over‑year mix shows modest salary growth, steady equity grants, and consistent performance‑based cash, keeping a majority of pay at risk. From 2022→2024: Salary $406,490 → $453,523; Stock Awards ~$992k → ~$968k; Cash Bonus $811k → $925k .
- ELS uses restricted stock (time‑based + performance‑based), not stock options—reducing risk‑taking tied to option convexity; performance conditions are rooted in Normalized FFO/share and operating KPIs .
- High say‑on‑pay support (94.7% at the 2024 meeting) suggests shareholder endorsement of pay‑for‑performance design .
Performance & Track Record
- Company‑level performance: Five‑year cumulative TSR of $107, aligned with FTSE NAREIT All Equity REITs Index; CD&A highlights continued strong performance and use of Normalized FFO/share as a core gauge for incentives .
- Equity incentive vesting in early 2025 reflects achievement of 2024 Normalized FFO/share targets ($2.83–$2.93), supporting bonus and PSU payouts .
Investment Implications
- Alignment: Eldersveld’s ownership (15x salary) far exceeds the 3x guideline, and hedging/pledging is prohibited—strong alignment and low hedging risk .
- Retention and flows: Annual February vesting across 2023–2025 awards with established tranches implies recurring tax‑withholding sell pressure; absence of options limits sudden exercise‑driven sales .
- Downside protection for holders: No severance or CIC cash; only equity acceleration on CIC/death/disability limits parachute risk and mitigates overpayment concerns .
- Pay-for-performance: Bonus plan tightly tied to operating metrics (MH/RV revenues, core NOI/expense, working capital) with partial 2024 achievement and aggregate 84% payout; PSUs tied to FFO/share provide earnings‑quality focus typical for REITs .
- Governance signal: Strong say‑on‑pay result (94.7%) and an active clawback policy post‑restatement underscore robust compensation governance; continued use of RSUs over options reduces risk incentives .