Philip Calian
About Philip Calian
Independent Lead Director of Equity LifeStyle Properties (ELS) since 2019; Chair of the Audit Committee and member of the Compensation, Nominating & Corporate Governance Committee. Founder and Managing Partner of Kingsbury Partners (private equity/consulting) with prior public company CEO experience at American Classic Voyages Co. His role includes coordinating independent directors, chairing executive sessions, advising on strategy, and leading annual board/committee/director evaluations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kingsbury Partners LLC | Founder & Managing Partner | Since Jan 2002 | Private equity and consulting focused on capital and ownership for distressed middle market businesses . |
| Waveland Investments LLC | Operating Partner | Jul 2003–Dec 2019 | Chicago-based private equity with committed equity capital . |
| American Classic Voyages Co. | Chief Executive Officer | 1995–2002 | Public travel/leisure company leadership; operational and governance credentials . |
| MCS Investment Group, LLC | Managing Member | Current | Private producer/seller of mineral well brine . |
| Hudson Lock, LLC | Managing Member | Current | Private lock/hardware manufacturer . |
| LCP2, LLC | Managing Member | Current | Community newspaper technology platform . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CC - Development Group, Inc. | Director | Current | Private owner/operator of senior living communities (non-public company) . |
Board Governance
- Independence: Board affirmatively determined Calian (and all nominees other than the CEO) to be independent under NYSE standards .
- Roles: Lead Independent Director (since 2019); Audit Committee Chair; member of Compensation, Nominating & Corporate Governance Committee .
- Financial expertise: All Audit Committee members designated “audit committee financial experts” by the Board .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings of which they were members .
- Executive sessions: Non-management directors held four executive sessions; Calian presides as Lead Director .
- Engagement: Calian conducts annual interviews for board/committee/director evaluations and receives stockholder communications on behalf of the Board .
Fixed Compensation (Director)
| Component | Amount/Detail | Grant Date | Shares/Units | Vesting Terms |
|---|---|---|---|---|
| Annual cash retainer (2024) | $76,250 (reflects increase from $65,000 to $80,000 effective Apr 1, 2024) . | — | — | — |
| Annual director equity (RS) | $145,000 | May 1, 2024 | 2,405 shares (at $60.29) . | 1/3 vested Nov 1, 2024; 1/3 vests May 1, 2025; 1/3 vests May 1, 2026 . |
| Audit Committee Chair RS | $20,000 | May 1, 2024 | Included in 747 shares combined with Lead Director award (at $60.29) . | 1/3 vests May 1, 2025; 1/3 vests May 1, 2026; 1/3 vests Apr 30, 2027 . |
| Lead Director RS | $25,000 | May 1, 2024 | Included in 747 shares combined with Audit Chair award (at $60.29) . | 1/3 vests May 1, 2025; 1/3 vests May 1, 2026; 1/3 vests Apr 30, 2027 . |
| Compensation Committee member RS | $7,500 | May 1, 2024 | 124 shares (at $60.29) . | 100% vests May 1, 2025 . |
| 2024 totals (reported) | Cash $76,250; Stock awards $197,510; Total $273,760 . | — | — | — |
Performance Compensation (Director)
- No performance-tied cash bonuses or PSU metrics for non-executive directors; director equity awards are time-based (varying vest schedules) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Calian in the proxy . |
| Compensation committee interlocks | None existed during 2024 among committee members (includes Calian) . |
Expertise & Qualifications
- Private equity/operator background; former public company CEO; governance leadership as Lead Director .
- Audit Committee Chair and SEC-designated “financial expert” status via committee designation .
- Strategic engagement: chairs executive sessions; leads evaluations; coordinates independent directors and consults on agendas .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 215,960 shares | As of Feb 14, 2025; includes OP Units exchangeable for common stock where applicable . |
| Ownership % of outstanding | <1% | As reported in proxy ownership table . |
| Unvested RS (director awards) | 4,085 shares | As of Dec 31, 2024 . |
| Options | 0 | No options held by Calian . |
| Hedging/pledging | Prohibited by company policy for directors/officers . | |
| Ownership guidelines | 3x annual director retainer; all directors except new appointee exceeded guidelines as of Dec 31, 2024, implying Calian in compliance . |
Governance Assessment
- Strong independence and leadership: Calian serves as Lead Director coordinating independent oversight, chairs executive sessions, and leads board/committee/director evaluations—positive for board effectiveness and investor confidence .
- Robust audit oversight: As Audit Chair, with committee designated as “financial experts,” and nine meetings in 2024, oversight spans financial reporting, controls, risk (cybersecurity, interest rates, sustainability), and auditor independence—supports risk governance quality .
- Engagement signals: Structured stockholder communication channel through the Lead Director; high Say-on-Pay support (94.7%) indicates broader investor alignment with governance and compensation approach .
- Alignment via ownership and pay mix: Meaningful personal ownership (<1% but substantial absolute shares), prohibition on hedging/pledging, and director equity grants with staged vesting encourage longer-term alignment; no perquisites reported for directors .
- Conflicts and related-party exposure: No compensation committee interlocks in 2024; no specific related-party transactions disclosed involving Calian; company policy mandates Audit Committee review/approval of related-party dealings—low observed conflict risk, but ongoing monitoring warranted given private company affiliations .
- Attendance and structure: Board separation of Chair/CEO roles; each director attended ≥75% of meetings; executive sessions held quarterly—supports independent oversight cadence .
RED FLAGS: None disclosed specific to Calian in 2024–2025 filings (no hedging/pledging, no related-party transactions, no interlocks). Continue to monitor private affiliations for potential transactions and ensure sustained independence .