Aaron Weiss
About Aaron Weiss
Executive Vice President of Corporate Strategy and Business Development at Sun Communities (since October 18, 2021). Background spans real estate and lodging investment banking at Citi (Managing Director), Nomura (Director), and Lehman Brothers (Director) across the US, UK, Asia, Australia, and Western Europe. Education: BA, University of Michigan. Compensation is tied to Core FFO growth, Same Property NOI growth (North America and UK), G&A growth, Net Debt/TTM Recurring EBITDA, sustainability initiatives, and individual goals; long‑term equity awards include market‑based shares tied to relative TSR vs MSCI US REIT (RMS). Company performance cited by the Compensation Committee included 10‑year TSR of 323.1% and 5‑year TSR of 47.5% as context for 2024 LTIs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citi (Real Estate & Lodging Investment Banking) | Managing Director | 2009–2021 | Provided strategic and financing advice to private and public real estate, lodging and private equity clients, including Sun Communities . |
| Nomura | Director | 2008–2009 | Executed capital markets and advisory transactions across geographies . |
| Lehman Brothers | Director | 1998–2008 | Led capital markets and advisory transactions in the US, UK, Asia, Australia, Western Europe . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in company filings or profile . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Base Salary ($) | $450,000 (partial year from Oct 18, 2021) | $525,000 | $525,000 | $525,000 | $525,000 |
| Annual Incentive Opportunity (% of salary) | Not less than $300,000 bonus for 2021 partial period | Determined by Committee (no contractual cap) | Threshold 50%; Target 100%; Max 200% | Threshold 50%; Target 100%; Max 200% | Threshold 50%; Target 100%; Max 200% |
Performance Compensation
Annual Incentive Structure and 2024 Outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout % | Weighting | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Core FFO growth | ≥ $7.10 to < $7.14 | ≥ $7.14 to < $7.22 | ≥ $7.22 | $6.81 | —% | 30.0% | —% |
| North America & UK Same Property combined NOI growth (MH/RV/Marina/UK) | ≥ 4.6% to < 5.2% | ≥ 5.2% to < 5.8% | ≥ 5.8% | 4.3% | —% | 20.0% | —% |
| G&A growth, net | ≤ $258M to > $255.4M | ≤ $255.4M to > $252.8M | ≤ $252.8M | $257.5M | 50% | 12.5% | 6.25% |
| Net Debt / TTM Recurring EBITDA | ≤ 5.9x to > 5.7x | ≤ 5.7x to > 5.5x | ≤ 5.5x | 6.0x | —% | 12.5% | —% |
| Sustainability initiatives | Meet | Exceeded | Excelled | Excelled | 200% | 10.0% | 20.00% |
| Total Corporate | — | — | — | — | — | 85.0% | 26.25% |
| Individual goals | Meet | Exceeded | Excelled | Excelled | 200% | 15.0% | 30.00% |
| Total Annual Incentive Payout vs Target | — | — | — | — | — | — | 56.25% |
| 2024 Cash Incentive Components | Amount ($) |
|---|---|
| Annual incentive payout (56.25% of $525,000 target) | $295,313 |
| Disposition program bonus (incremental) | $600,000 (paid Jan 2025) |
| Total 2024 annual incentive (paid 2025) | $895,313 |
Key achievements driving discretion: Monetized ~$476.8M of MH/RV/UK assets at ~5% blended cap rate; $424.5M net proceeds used for debt paydown; executed PSA for remaining Blue Water JV RV assets ($92.9M), closed Jan 2025 .
Long‑Term Equity Incentive Awards (2024 grants for 2023 performance)
| Grant Date | Type | Shares (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| 3/4/2024 | Time‑vested | 6,800 | $898,484 | Vests pro‑rata annually over 5 years (20% per year) |
| 3/4/2024 | Market‑based (Relative TSR vs MSCI US REIT) | 10,200 | $1,001,054 | 3‑year measurement (1/1/2024–12/31/2026), vests 1/1/2027; payout 60/80/100% at 35th/55th/75th percentile; capped at Target if absolute TSR negative |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding Shares |
|---|---|---|
| Aaron Weiss | 59,394 | <1% (outstanding shares: 127,589,799 as of Mar 10, 2025) |
- Executive stock ownership guidelines: 4x base salary for other executive officers; compliance required within five years; retain at least 50% of vested restricted shares until compliant. As of March 10, 2025, all NEOs were in compliance .
- Anti‑hedging and pledging: Hedging prohibited; pledging prohibited absent NCG Committee approval .
- Pledging status: 2025 proxy discloses pledges by the Chairman (shares and OP units); for Weiss, 2024 proxy notes shared voting power over certain OP units and trusts, with Weiss disclaiming pecuniary interest; pledged OP units convertible into 534,428 shares are associated with shared voting arrangements and not his beneficial ownership .
Outstanding and Vested Equity Detail (as of Dec 31, 2024)
| Category | Shares (#) | Market/Value ($) |
|---|---|---|
| Unvested restricted shares/units total | 41,276 | $3,292,655 |
| Time‑vested schedule (T1) | 20% per year over 5 years | — |
| Market‑based schedule (M1) | 3‑year cliff at 100% in Year 3 | — |
| Market shares vesting outcome (2022 grants) | — | Valued at $0; forfeited 1/1/2025 (criteria not met) |
| Stock vested during 2024 | 4,058 | $544,141 |
| Options outstanding | None | — |
Attempted to fetch recent Form 4 activity for Aaron Weiss to assess near‑term selling pressure; data access error prevented retrieval. Conclusions above rely on proxy disclosures and company policies [Read skill doc: /public/skills/insider-trades/SKILL.md].
Employment Terms
| Term | Detail |
|---|---|
| Role and agreement | EVP Corporate Strategy & BD; Employment Agreement effective Oct 18, 2021; initial 5‑year term through Oct 18, 2026; auto‑renews annually thereafter . |
| Base salary | $525,000 effective Jan 1, 2022; $525,000 for 2024 and 2025 . |
| Annual bonus | Determined by Compensation Committee based on individual goals, company performance or other criteria; no contractual cap . |
| Change‑of‑control (double trigger) | Cash equal to 2.99× base salary if terminated without cause or for good reason within 24 months post‑CoC (or upon asset sale without assumption of agreement); health benefits continuation (~1 year); equity awards become fully vested . |
| Clawback policy | Recovery of erroneously awarded incentive compensation upon accounting restatement; look‑back covers prior 3 completed fiscal years . |
| Hedging/pledging | Hedging prohibited; pledging only with prior NCG Committee approval . |
| Tax gross‑ups | Company will not enter new or materially amended executive agreements with excise tax gross‑ups . |
Potential Payments Upon Termination (assumes termination on Dec 31, 2024)
| Scenario | Cash Payment | Acceleration of Stock Awards | Benefits | Total |
|---|---|---|---|---|
| Termination without cause | $787,500 | $5,075,710 | $0 | $5,863,210 |
| Death or disability | $1,050,000 | $5,075,710 | $0 | $6,125,710 |
| Change of control (with qualifying termination) | $1,569,750 | $5,075,710 | $22,069 | $6,667,529 |
Multi‑Year Compensation (Summary Compensation Table – Weiss)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,000 | $525,000 | $525,000 |
| Non‑Equity Incentive ($) | $789,188 | $393,488 | $895,313 |
| Stock Awards ($) | $1,039,457 | $1,856,732 | $1,899,538 |
| All Other Compensation ($) | $35,938 | $42,643 | $61,932 |
| Total ($) | $2,389,583 | $2,817,863 | $3,381,783 |
Say‑on‑Pay & Shareholder Feedback
| Year (vote on prior year comp) | Approval (%) |
|---|---|
| 2024 (vote on 2022 comp) | 84% |
| 2025 (vote on 2023 comp) | ~92% |
Performance & Track Record
- 2024 strategic disposition program: ~$476.8M in asset sales, ~5% blended cap rate; $424.5M net proceeds directed to deleveraging; Blue Water JV RV assets PSA ($92.9M) executed Dec 2024, closed Jan 2025 .
- Individual goals rated “Excelled,” driving maximum individual payout; incremental $600,000 disposition bonus recognized for exceeding expectations .
- Company TSR context used for LTIs: 10‑year TSR 323.1%; 5‑year TSR 47.5% .
Compensation Structure Analysis
- Incentive mix emphasizes performance: Annual cash tied to Core FFO, Same Property NOI, G&A, leverage and sustainability; LTIs split between time‑vested and market‑based (relative TSR) .
- Discretionary overlay: Additional $600,000 cash award for disposition execution increases cash component in 2024 vs prior years .
- Options not utilized; equity compensation delivered via restricted stock (time and market) with robust vesting schedules and TSR hurdles .
Investment Implications
- Alignment: Compliance with 4× salary ownership guidelines, retention of 50% of vested shares until compliant, and market‑based TSR awards support long‑term alignment; no personal pledging disclosed, with anti‑hedging policy in place .
- Retention risk: Significant unvested equity ($3.29M value at 12/31/24) and time‑based vesting through 2029 enhance retention; change‑of‑control protection is double trigger with 2.99× salary cash, which is moderate relative to market and may reduce voluntary departure risk .
- Trading signals: 2024 market‑based award outcomes depend on 2024–2026 relative TSR; the forfeiture of certain prior market grants underscores tougher hurdles. Absent recent Form 4 data, near‑term selling pressure appears limited by retention requirements and vesting cadence; monitor upcoming vesting dates and any Form 4 activity for updates .
- Execution: Outperformance on the disposition program and leverage reduction aligns incentives with deleveraging and simplification priorities; continued emphasis on Core FFO and NOI growth suggests pay will remain sensitive to operating momentum .