Derrick Burks
About Derrick Burks
Independent director at Equity LifeStyle Properties (ELS) since 2021. Former EY partner and Indianapolis managing partner with 25+ years focused on REITs; prior Arthur Andersen managing partner. Serves on ELS’s Audit Committee and is designated an “audit committee financial expert.” Current outside boards include Duke Energy and Kite Realty Group; prior director at Vectren (audit and finance committees). The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Managing Partner, Indianapolis office | 2002–2017; MP 2004–2017 | Led large assurance practice; extensive M&A, capital markets, enterprise risk and SEC expertise |
| Arthur Andersen | Various roles; Managing Partner, Indianapolis office | 1978–2002; MP for three years | Oversaw audit practice; real estate/REIT focus |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Duke Energy | Director | Since Mar 2022 | Public company board service |
| Kite Realty Group Trust | Director | Since 2021 | Public REIT board service |
| Vectren Corporation | Director | 2017–2019 | Audit Committee and Finance Committee |
Board Governance
- Committee assignments: Audit Committee member; all Audit members designated “audit committee financial experts.” Audit Committee met 9 times in 2024.
- Independence: Board determined all nominees except the CEO are independent (includes Burks).
- Attendance: Board held 4 meetings 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; chaired by the Lead Director.
- Annual meeting participation: All nine directors standing for re-election attended the 2024 annual meeting.
- Audit Committee report signatory: Burks co-signed the 2024 Audit Committee Report.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer | $65,000 | $76,250 (reflects increase from $65,000 to $80,000 effective Apr 1, 2024) |
| Equity/Option awards (grant-date fair value) | $112,489 | $157,477 |
| Total | $177,489 | $233,727 |
- Structure and changes: Director annual retainer increased to $80,000 effective April 1, 2024 (pro-rated to $76,250 for 2024). Equity remains primary component of pay; directors can elect RS or options for certain grants.
Performance Compensation
Director equity awards are time- and service-based (no disclosed performance metrics for non-executive directors).
| 2024 Director Equity Grants | Shares | Grant Value | Vesting |
|---|---|---|---|
| Annual director RS (Burks) | 2,405 | $145,000 | One-third vested Nov 1, 2024; one-third vests May 1, 2025; one-third vests May 1, 2026 |
| Audit Committee membership RS (Burks) | 207 | $12,500 | 100% vests May 1, 2025 |
Notes: Non-executive directors (other than the Chair) received annual RS awards valued at $145,000; committee membership awards valued at $12,500 for Audit. Some directors elected to receive options instead of RS; Burks took RS.
Other Directorships & Interlocks
| Company | Industry Relation to ELS | Interlock/Conflict Notes |
|---|---|---|
| Duke Energy | Utility (potentially provides services to many companies broadly) | No related-party transactions with ELS disclosed in proxy; Audit Committee oversees related-party review. |
| Kite Realty Group Trust | Retail REIT (different property type from ELS) | No related-party transactions with ELS disclosed in proxy. |
| Vectren (2017–2019) | Utility | Historical role; no current ELS-related transactions disclosed. |
Expertise & Qualifications
- Financial reporting and audit leadership; designated audit committee financial expert.
- Capital markets, M&A, enterprise risk, SEC reporting; >25 years real estate/REIT focus.
- Governance: prior service on public company audit and finance committees.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Feb 14, 2025) | 7,314 shares; <1% of outstanding |
| Unvested director RS (as of Dec 31, 2024) | 2,301 shares |
| Options | None |
| Ownership guidelines | Directors: 3× annual retainer; all directors except Ms. Papandreou exceed minimums as of 12/31/24 (Burks included) |
| Hedging/pledging | Prohibited by policy |
Governance Assessment
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Strengths: Independent director with deep audit/REIT expertise; Audit Committee financial expert; regular executive sessions; robust audit oversight cadence (9 meetings); strong say‑on‑pay support of 94.7% in 2024 signals investor alignment with governance/compensation.
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Alignment: Meaningful equity component in director pay; share ownership guideline compliance; prohibition on hedging and pledging.
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Conflicts/related parties: Proxy outlines related-party review policy; no specific related-party transactions involving Burks disclosed.
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Attendance/engagement: At least 75% attendance threshold met; participated in annual meeting; signs Audit Committee Report, evidencing engagement in financial oversight.
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Watch items: None evident from filings; continue to monitor for any utility/vendor relationships that could create perceived conflicts and for any changes in committee roles or equity grant structures.