Scott Peppet
About Scott Peppet
Scott Peppet is an independent director of Equity LifeStyle Properties (ELS), serving on the Audit Committee and Strategic Planning Committee; the Board has designated all Audit Committee members as “audit committee financial experts.” He is President of Chai Trust Company, LLC (the Zell family’s private trust company) and previously was a Professor of Law at the University of Colorado Law School for nearly 20 years, bringing expertise in contracts, negotiations, complex transactions, legal ethics, privacy law, and technology. He is the son-in-law of the late Samuel Zell, ELS’s longtime Chairman; the Board nonetheless determined Peppet to be independent under NYSE standards. Age and education were not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Colorado Law School | Professor of Law | Nearly 20 years | Focus areas included contracts, negotiations, complex transactions, legal ethics, privacy law, technology |
| Anixter International Inc. (public company) | Director | 2014 – June 2020 (until sale) | Board service; specific committees not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chai Trust Company, LLC | President | Not disclosed | Private trust company for the Zell family |
| Equity International | Advisor | Not disclosed | Real estate-focused investment firm; advisory role |
| Zell Family Foundation programs | Philanthropic leadership | Not disclosed | Involvement with Zell Lurie Institute (Michigan), Zell Fellows (Northwestern), Zell Entrepreneurship (Reichman University) |
Board Governance
- Independence: Board affirmatively determined all nominees are independent except the CEO; this includes Peppet despite family ties to Samuel Zell.
- Committee assignments: Audit Committee member; Strategic Planning Committee member. Audit Committee held 9 meetings in 2024; Strategic Planning held 4.
- Financial expertise: All Audit Committee members (including Peppet) are designated “audit committee financial experts” under SEC rules.
- Attendance: Board met 4 times in 2024; each Director attended at least 75% of Board and assigned committee meetings.
- Executive sessions: Four executive sessions of non-management Directors were held in 2024, led by the Lead Independent Director.
- Lead Independent Director: Philip Calian serves as Lead Director and coordinates executive sessions and agendas.
Fixed Compensation (Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $76,250 | Increased from $65,000 to $80,000 effective April 1, 2024; shown as $76,250 for 2024 due to proration |
| Committee chair fees | $0 | Peppet is not a committee chair (chair awards went to Calian, Heneghan, Contis) |
| Meeting fees | $0 | No meeting fees disclosed for Directors |
| Perquisites/other | $0 | No perquisites; travel reimbursed only |
Total 2024 Director compensation for Peppet: $241,203 (cash $76,250; stock awards $164,953; no options).
Performance Compensation (Director Equity Awards – 2024)
| Grant Type | Grant Date | Shares/Options | Grant Value | Vesting |
|---|---|---|---|---|
| Annual Director Restricted Stock | May 1, 2024 | 2,405 shares | $145,000 | 1/3 vested Nov 1, 2024; 1/3 vests May 1, 2025; 1/3 vests May 1, 2026 |
| Audit Committee membership RS | May 1, 2024 | 207 shares | $12,500 | 100% vests May 1, 2025 |
| Strategic Planning Committee RS | May 1, 2024 | 124 shares | $7,500 | 100% vests May 1, 2025 |
| Stock options (Director) | 2024 | None | $0 | Not applicable |
Notes:
- Directors could elect options equal to 5x RS shares; Peppet elected RS (not options).
- Director equity awards are time-based; no performance metrics apply to director equity grants.
Other Directorships & Interlocks
| Person/Entity | Interlock/Relationship | Relevance |
|---|---|---|
| Scott Peppet – Chai Trust | President of Chai Trust | Family office leadership; potential influence and information flow |
| Thomas Heneghan – Chai Trust | Director of Chai Trust | Board Chairman with Chai Trust role |
| David Contis – Chai Trust | Director of Chai Trust | ELS Director with Chai Trust role |
| Equity International | Advisor (Peppet); CEO (Heneghan); Advisor (Contis) | Shared affiliations with ELS directors |
Board independence determination covers these affiliations; Peppet is deemed independent under NYSE standards.
Expertise & Qualifications
- Domains: Contracts, negotiations, complex transactions, legal ethics, privacy law, technology.
- Audit expertise: Designated “audit committee financial expert.”
- Prior public board experience: Anixter International (2014–2020).
- Education: Not disclosed.
Equity Ownership
| Item | Quantity/Status | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 9,555 shares | Less than 1% of outstanding; includes OP Units where applicable |
| Options (exercisable/unexercisable) | 0 | No options held |
| Unvested Restricted Stock (as of 12/31/2024) | 2,425 shares | Outstanding and unvested awards |
| Pledged/Hedged shares | Prohibited | Company policy prohibits hedging and pledging for directors/officers |
| Ownership guidelines | 3x annual retainer; compliance met (except Papandreou due to appointment timing) | Directors exceed guidelines as of 12/31/2024; Peppet included |
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings | All filed timely for FY2024 | Company reports timely compliance by directors/officers |
Governance Assessment
- Committee effectiveness: Peppet sits on Audit (9 meetings) and Strategic Planning (4 meetings) with all Audit members designated as financial experts—strengthening oversight of financial reporting, risk, cybersecurity, and strategy.
- Independence and attendance: Board determined Peppet independent despite familial/Chai Trust ties; Directors met attendance thresholds; robust executive sessions indicate active oversight.
- Alignment: Strong director and executive stock ownership guidelines; hedging and pledging prohibited; Peppet meets guideline thresholds—positive alignment signal.
- Compensation signals: Director equity is time-based RS; no performance-linked director metrics; 2024 cash retainer and equity grants reflect standard REIT practice without perquisites—no pay anomalies.
- Potential conflicts (RED FLAG consideration): Familial relationship to Samuel Zell and leadership of Chai Trust create perceived interlocks; mitigants include formal independence determinations and related-party oversight by Audit Committee; no related-party transactions disclosed.
- Shareholder sentiment: Say-on-Pay approvals were high (94.7% in 2024; 91.6% in 2023), indicating general investor confidence in governance and pay practices.
Overall read-through: Peppet brings legal and audit oversight depth; while family/Chai Trust affiliations warrant monitoring, Board independence determinations, no related-party transactions, strong ownership rules, and high say-on-pay results support investor confidence.