Michael Berman
About Michael Berman
Michael Berman, 67, has served as an independent director since November 25, 2018 and is the Audit Committee Chair and a member of the Nominating and Governance Committee at Champion Homes (SKY). He is an Audit Committee financial expert under SEC and NYSE rules. Berman’s background includes CFO/EVP roles at GGP, Inc. (2011–2018) and Equity LifeStyle Properties, investment banking at Merrill Lynch (1988–2002), and an MBA (Columbia), JD (Boston University), and BA (Binghamton). As of June 2, 2025, he beneficially owned 8,325 shares (<1%) of Champion Homes common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GGP, Inc. | EVP & CFO | 2011–2018 | Oversaw finance, accounting, capital markets, treasury, IR, corp comms |
| Equity LifeStyle Properties (formerly Manufactured Home Communities) | EVP & CFO | Prior to 2011 (dates not specified) | Manufactured housing community experience; finance leadership |
| Merrill Lynch & Co. | Investment Banking | 1988–2002 | Capital markets, transactions |
| NYU Real Estate Institute | Associate Professor | 2003 | Academic instruction in real estate |
| Veris Residential, Inc. (f/k/a Mack-Cali Realty) | Director; Audit & Compensation Committee Member | Through June 2021 | Governance and financial oversight |
| Jaguar Global Growth Corporation / Captivision, Inc. | Director; Audit Chair; Nominating & Governance Member | Through Nov 15, 2023 (business combination) and at Captivision until Jan 2025 | Chaired Audit; governance oversight post-combination |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brixmor Property Group, Inc. | Director; Audit Committee Member; Nominating & Governance Member | Current | Large retail RE owner-operator; financial and governance oversight |
Board Governance
- Committees and roles: Audit Committee Chair; Nominating & Governance Committee member .
- Independence: Board determined Berman is independent under NYSE and SEC rules and is an Audit Committee financial expert .
- Meetings and attendance: FY2025 Board held 6 meetings; each incumbent director attended >75% of Board and applicable committee meetings; four executive sessions were held; all directors attended the 2024 annual meeting .
- Committee activity FY2025: Audit met 6 times; Compensation met 5 times; Nominating & Governance met 7 times .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees earned ($) | 91,000 | 91,000 |
| Annual equity grant fair value ($) | 100,000 | 100,000 |
| Total ($) | 191,000 | 191,000 |
Director compensation program elements (unchanged from FY2023): Annual cash retainer $65,000; Board Chair retainer $115,000; Committee Chair fees: Audit $18,500; Compensation $18,500; Nominating & Governance $15,000; Committee member fees: Audit $10,000; Compensation $10,000; Nominating & Governance $7,500. Berman’s FY2024/25 cash aligns with $65,000 retainer + $18,500 Audit Chair + $7,500 Nominating & Governance member = $91,000 .
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting / Status |
|---|---|---|---|---|
| RSUs (Annual Director Grant) | Jul 27, 2023 | 1,496 | 100,000 | Vest on earlier of 1-year anniversary or next Annual Meeting; remained unvested as of Jun 4, 2024 |
| RSUs (Annual Director Grant) | Aug 1, 2024 | 1,226 | 100,000 | Unvested as of Jun 2, 2025; director RSUs generally vest on earlier of 1-year anniversary or next Annual Meeting per program terms |
- Performance metrics: No performance-conditioned equity disclosed for directors; annual RSUs time-vest per program; no director options currently granted under policy stating no new options/SARs are granted .
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Brixmor Property Group, Inc. | Retail REIT | Audit; Nominating & Governance | No disclosed related-party transactions with Champion Homes; sectors adjacent but not direct supplier/customer overlap disclosed |
| Captivision, Inc. | SPAC/Resulting company | Audit Chair; Nominating & Governance Member (until Jan 2025) | Ended Jan 2025; no SKY-related transactions disclosed |
| Veris Residential, Inc. | Office/residential REIT | Audit & Compensation (until Jun 2021) | Historical; no SKY-related transactions disclosed |
- Related-party oversight and policies: SKY’s Audit Committee reviews and must approve any related person transactions >$120,000; none disclosed involving directors in FY2025; Investor Rights Agreement terminated Sep 5, 2024 after MAK ownership fell below 5%, removing affiliated director arrangements; not applicable to Berman .
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; extensive CFO experience in public companies and investment banking pedigree .
- Industry experience: Manufactured housing community exposure via Equity LifeStyle Properties; retail real estate finance and operations through GGP and Brixmor .
- Education: MBA (Columbia), JD (Boston University), BA (Binghamton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael Berman | 8,325 | <1% | Includes share-based awards exercisable/vestable within 60 days as of Jun 2, 2025 |
- Stock ownership guidelines: Non-employee directors must hold 3x annual cash retainer; as of Mar 29, 2025, all non-employee directors were in compliance except the newest director (Fedewa) who has three years to comply; implies Berman meets/exceeds guideline .
- Hedging/pledging: Pledging SKY stock prohibited; hedging permissible only in approved windows with pre-clearance and must be disclosed on Forms 4; no pledging or hedging activity for Berman disclosed in proxy .
Governance Assessment
- Strengths: Independent status; Audit Chair with “financial expert” designation; consistent attendance (>75% threshold met); clear oversight scope including cybersecurity, ICFR, and environmental matters; ownership guideline compliance supports alignment .
- Compensation alignment: Director pay balanced between cash retainer/committee fees and time-vested RSUs; no options or performance-conditioned equity for directors, which reduces pay-for-performance signal but limits risk-taking incentives .
- Conflicts and red flags: No related-party transactions involving Berman disclosed; no pledging; Investor Rights Agreement/affiliated director influence ended in 2024; hedging allowance is a potential risk factor, mitigated by pre-clearance and disclosure requirements .
- Workload/overboarding: As of 2025, SKY plus Brixmor appears within typical governance thresholds; Captivision role ended Jan 2025, reducing load .
Overall, Berman’s deep finance and real estate background, audit leadership, and compliance with ownership guidelines support board effectiveness and investor confidence, with minimal conflict indicators disclosed .