Marguerite Nader
About Marguerite Nader
Marguerite Nader is President and CEO of Equity LifeStyle Properties, Inc. (ELS) and a director on the Board. She has served as CEO since February 2013 and has been employed by ELS since 1993, previously holding senior roles in finance, new business development, and sales/marketing . Under her leadership, 2024 performance included Normalized FFO per share of $2.91 (+5.9% YoY), FFO per share of $3.03 (+9.5% YoY), net income per share of $1.96 (+16.0% YoY), and a dividend increase to $1.91 (+6.7% YoY). Over the past five years, cumulative TSR measured at year-end 2024 was $107, broadly aligned with the FTSE NAREIT All Equity REITs Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity LifeStyle Properties (ELS) | President & CEO | Feb 2013–present | Led growth in Normalized FFO/share and dividend CAGR; aligned incentive plans to FFO and operational metrics . |
| Equity LifeStyle Properties (ELS) | President & CFO | May 2012–Oct 2012 | Transition role integrating finance and operations . |
| Equity LifeStyle Properties (ELS) | EVP & CFO | Dec 2011–May 2012 | Strengthened finance leadership ahead of CEO transition . |
| Equity LifeStyle Properties (ELS) | EVP – New Business Development | Feb 2011–Dec 2011 | Growth initiatives and portfolio development . |
| Equity LifeStyle Properties (ELS) | EVP – Sales & Marketing | Feb 2009–Feb 2011 | Drove revenue and membership sales . |
| Equity LifeStyle Properties (ELS) | SVP – New Business Development | Jan 2007–Feb 2009 | Expansion projects and growth . |
| Equity LifeStyle Properties (ELS) | VP – New Business Development | Jan 2001–Jan 2007 | Early build-out of new business pipeline . |
| Equity LifeStyle Properties (ELS) | VP – Asset Management | Jan 1998–Jan 2001 | Portfolio management . |
External Roles
| Organization | Role | Years | Committees / Governance |
|---|---|---|---|
| Ventas, Inc. | Director | 2020–present | Audit; Nominating, Governance & Corporate Responsibility . |
| Liberty Property Trust | Trustee | Jun 2017–2020 (until sale) | Board oversight until company sale . |
| NAREIT | Chair; Executive Board member | Chair in 2022; Executive Board 2013–2025 | Industry leadership and policy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $616,985 | $641,568 | $688,372 |
| Target Bonus Potential (% of Salary) | Not disclosed | Not disclosed | 290% (2025 plan approved; reference for structure) |
| Actual Cash Bonus Paid ($) | $1,546,808 | $1,759,376 | $1,775,985 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
Notes:
- 2025 base salary approved at $688,482 effective April 1, 2025 .
- ELS emphasizes low fixed pay share; base salaries kept at a relatively small percentage of total compensation .
Performance Compensation
Annual Incentive (Cash Bonus)
| Item | Detail |
|---|---|
| Bonus Potential | CEO 2.9x salary in 2024; 290% of annual salary in 2025 . |
| Weighting (2024) | 70% formulaic operational targets; 30% discretionary strategic initiatives . |
| Metrics & Targets (2024) | Core MH revenue (+6.0% YoY, met); Core RV (7.0% annual, 2.0% seasonal/transient, partially met); Site & member optimization (4 sub-targets, partially met); Core NOI growth (+5.6% YoY, expense ratio <28.1%, met); Rentals/Working capital (4 sub-targets, mixed); Discretionary initiatives (100% payout) . |
| Stretch Goals (2024) | Core MH, Core RV, Normalized FFO; $300,000 paid vs $571,318 potential (52.5%) . |
| Payout Timing | Paid in Feb 2025 post finalization of results . |
Detailed 2024 metric matrix:
| Metric | Weighting | Target | Actual/Status | Aggregate Payout ($) |
|---|---|---|---|---|
| Core MH revenue | 14% | +6.0% YoY | Met | ~$678,296 |
| Core RV revenue | 14% | +7.0% annual; +2.0% seasonal/transient | Partially met | ~$381,540 |
| Site & member optimization | 14% | 4 components (dues; paid member sales; dealer activations; expansions) | Partially met | ~$551,116 |
| Core NOI & expense | 14% | Core NOI +5.6%; core expense growth <28.1% of core revenues | Met | ~$678,296 |
| Rentals/Working capital | 14% | 4 components (working capital; occupancy; rental expense; chattel financing) | Mixed (3 met, 1 not) | ~$508,722 |
| Discretionary initiatives | 30% | Strategic plan execution | 100% payout | ~$1.5 million (NEOs total) |
| Stretch Goals (FFO, MH, RV) | Add-on | Exceed specified thresholds | $300,000 paid (52.5% of potential) | $300,000 |
Long-term Equity Incentives (Restricted Stock)
- Structures: 50% time-based; 50% performance-based; 3-year, equal annual vesting; performance condition set annually, primarily Normalized FFO per fully diluted common share .
- No stock options awarded to NEOs (limits repricing risk) .
Key awards and vesting:
| Award Year | Total Shares | Time-Based Vesting | Performance-Based Vesting | Grant/Award Fair Value | Performance Conditions |
|---|---|---|---|---|---|
| 2024 | 27,125 | 1/3 each on Feb 4, 2025; Feb 3, 2026; Feb 2, 2027 | 1/3 each on same dates subject to performance | $67.05/share (Feb 6, 2024) | 2024 Normalized FFO/share $2.83–$2.93; met |
| 2025 | 28,834 | 1/3 each on Feb 3, 2026; Feb 2, 2027; Feb 1, 2028 | 1/3 each on same dates subject to performance | $64.97/share (Feb 4, 2025) | 2025 Normalized FFO/share $3.01–$3.11 |
Historical performance shares vested (illustrative):
| Performance Year | 2022 Award Vested | 2023 Award Vested | 2024 Award Vested |
|---|---|---|---|
| 2023 (for 2022 perf) | 3,988 | 4,753 | — |
| 2024 (for 2023 perf) | 3,989 | 4,180 | — |
| 2025 (for 2024 perf) | 3,989 | 4,181 | 4,521 |
Equity Ownership & Alignment
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Ownership guidelines: CEO 5x base salary; NEOs 3x; Directors 3x annual retainer; hedging and pledging prohibited. As of Dec 31, 2024, all NEOs and Directors, except a newly appointed director, exceeded guidelines .
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Nader’s ownership and value multiple: | Holder | Shares Owned | Value (@ $66.60) | 2024 Base Salary | Ownership vs Salary | |---|---|---|---|---| | Marguerite Nader | 264,390 | $17,608,374 | $688,372 | 26x |
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Beneficial ownership and % of class (Feb 14, 2025): Nader 264,390 shares; less than 1% of the class; Directors & Executive Officers as a group: 1,420,655 shares (0.7%) .
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Vested vs unvested and realized value: | Item | Amount | |---|---| | Shares acquired on vesting (2024) | 25,843 shares; $1,723,747 value | | Shares withheld to cover taxes (2024 vest) | 9,300 shares | | Unvested awards at 12/31/2024 | 2022: 3,989 time + 3,989 perf; 2023: 8,361 time + 8,362 perf; 2024: 13,562 time + 13,563 perf; market value per leg noted below |
Outstanding unvested equity (12/31/2024; $66.60/share):
| Award | Time-Based (# / $) | Performance-Based (# / $) |
|---|---|---|
| 2022 | 3,989 / $265,667 | 3,989 / $265,667 |
| 2023 | 8,361 / $556,843 | 8,362 / $556,909 |
| 2024 | 13,562 / $903,229 | 13,563 / $903,296 |
Employment Terms
- At-will employment; no employment agreements; no severance benefits; no post-employment health coverage beyond legally required COBRA at employee cost .
- Change-in-control: No cash payment; restricted stock vests accelerate upon change in control or death/disability .
- Pensions/Deferred comp: None; no non-qualified plans. 401(k) match to all employees; maximum match $13,800 in 2024 .
- Clawback policy: Compensation Recovery Policy in place. 2024 restatements did not trigger clawback (targets unaffected) .
- Tax gross-ups: None in any change-in-control or other agreements .
Board Governance
- Roles/Structure: CEO and Chairman roles are separated; Thomas Heneghan is Chairman; Philip Calian is Lead Independent Director; Nader is a director but receives no additional compensation for Board service .
- Independence/Committees: Audit and Compensation Committees fully independent; Audit members designated “financial experts.” Compensation, Nominating & Corporate Governance Committee members: David Contis (Chair), Philip Calian, Constance Freedman, Radhika Papandreou .
- Meetings and attendance: Board held 4 meetings in 2024; each director attended at least 75% of meetings; non-management directors held 4 executive sessions .
- Governance policies: Prohibition on hedging and pledging; director resignation policy; active stakeholder engagement; succession planning oversight .
Director Compensation (context; Nader receives none for Board service)
- Non-executive director retainers, committee chair fees, and annual equity awards detailed; Nader received no compensation or stock grants for Board service .
Pay Versus Performance (PEO and NEOs; 2020–2024)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| PEO Summary Comp Total ($) | $3,856,959 | $4,138,489 | $4,063,301 | $4,260,466 | $4,238,421 |
| Compensation Actually Paid to PEO ($) | $3,425,510 | $5,513,408 | $3,280,347 | $4,561,177 | $4,208,452 |
| Avg SCT Total Non-PEO NEOs ($) | $2,413,795 | $2,400,219 | $2,554,239 | $2,655,967 | $2,642,293 |
| Avg Comp Actually Paid Non-PEO NEOs ($) | $2,128,993 | $3,227,093 | $2,012,288 | $2,865,811 | $2,621,579 |
| Value of $100 Investment (ELS TSR) | $92 | $130 | $98 | $110 | $107 |
| Value of $100 Investment (FTSE NAREIT) | $95 | $134 | $101 | $112 | $118 |
| Net Income (millions) | $228.3 | $262.5 | $284.6 | $314.2 | $367.0 |
| Normalized FFO (millions) | $408.3 | $469.0 | $513.1 | $537.5 | $572.9 |
Multi-year CEO Compensation (SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $616,985 | $641,568 | $688,372 |
| Stock Awards (grant-date fair value) | $1,887,308 | $1,846,322 | $1,760,264 |
| Non-Equity Incentive Plan (Cash Bonus) | $1,546,808 | $1,759,376 | $1,775,985 |
| All Other Compensation | $12,200 | $13,200 | $13,800 |
| Total | $4,063,301 | $4,260,466 | $4,238,421 |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 94.7% of votes cast approved executive compensation .
- 2025 Annual Meeting results (April 29, 2025): For 161,210,962; Against 12,084,321; Abstain 51,171. Approval ≈ 93.0% of votes cast (For ÷ total votes cast) .
Compensation Peer Group (2024)
| Peer Company | REIT Type |
|---|---|
| American Homes 4 Rent (AMH) | Residential |
| AvalonBay Communities (AVB) | Residential |
| Camden Property Trust (CPT) | Residential |
| CubeSmart (CUBE) | Self-Storage |
| Equity Residential (EQR) | Residential |
| Essex Property Trust (ESS) | Residential |
| Extra Space Storage (EXR) | Self-Storage |
| Invitation Homes (INVH) | Residential |
| Mid-America Apartment Communities (MAA) | Residential |
| National Storage Affiliates (NSA) | Self-Storage |
| UDR (UDR) | Residential |
Risk Indicators & Red Flags
- Restatements filed in Jan 2024 did not affect incentive targets; no compensation recovery triggered under Clawback Policy .
- Hedging and pledging of company shares prohibited; strong stock ownership guidelines; no employment agreements or excise tax gross-ups .
- Section 16(a) compliance: all appropriate forms timely filed for 2024 .
Equity Supply Overhang and Insider Selling Pressure
- Annual 3-year vest cadence on both time and performance-based RS grants leads to predictable supply; Nader’s 2024 vest totaled 25,843 shares with 9,300 withheld for taxes, reducing net shares to market .
- Upcoming vest dates for 2023 and 2024 awards: Feb 3, 2026 and Feb 2/3, 2027; 2025 awards vest on Feb 3, 2026; Feb 2, 2027; Feb 1, 2028 subject to performance .
Board Service History and Dual-Role Implications
- Nader is CEO and a director; Board has separate Chairman (Heneghan) and Lead Independent Director (Calian), mitigating CEO/Chair dual-role concerns; executive sessions held without management .
- Committee roles: Nader is not listed as a standing committee member; Compensation Committee (Contis, Calian, Freedman, Papandreou) determines NEO compensation (with CEO input on recommendations) and oversees succession .
- Meeting attendance: Directors met attendance thresholds; committees held regular sessions (Audit: 9; Compensation: 5; Strategic Planning: 4 in 2024) .
- Director compensation: Nader receives no director compensation or stock grants for Board service, avoiding dual-pay concerns .
Investment Implications
- Pay-for-performance alignment is strong: majority of compensation tied to operational metrics and Normalized FFO, with multi-year vesting and no options, reducing repricing risk; high say-on-pay support (~95% in 2024, ~93% in 2025) underscores investor acceptance .
- Retention risk appears low: consistent annual RS grants with three-year vesting, explicit performance hurdles, and significant personal share ownership (26x salary) suggest high alignment and stickiness; no severance or CIC cash benefits imply limited entrenchment .
- Trading signals: predictable vesting windows (early February each year) can create episodic supply; however, tax withholding repurchases reduce net float impact; no executive stock options eliminates option-driven selling pressure .
- Governance quality: separated Chair/CEO, independent committees, robust ownership and anti-hedging/pledging policy, and use of independent comp consultant support risk management and oversight; 2024 restatements did not affect incentives or trigger clawback, limiting compensation risk spillover .