Brian Hermelin
About Brian M. Hermelin
Brian M. Hermelin (age 59) is an independent director of Sun Communities, Inc. (SUI), serving on the Board since 2014. He is Co‑founder and Managing Partner of Rockbridge Growth Equity Management LP and Co‑founder and General Partner of Detroit Venture Partners, with prior operating experience as CEO of Active Aero Group/USA Jet Airlines. He holds an MBA from the Wharton School and a BBA from the University of Michigan . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Active Aero Group / USA Jet Airlines Inc. | Chairman; previously CEO | Not disclosed | Led operations; industry and leadership credentials |
| Regional gaming company | Audit Committee Chair (former) | Not disclosed | Financial oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockbridge Growth Equity portfolio companies | Board Member; Compensation Committee member/chair roles at numerous private portfolio companies | Current | Compensation oversight; private equity governance |
| Intersection Holdings | Compensation Committee Member | Current | Executive compensation oversight |
| Cranbrook Educational Community | Audit Committee Member | Current | Audit/financial oversight (non‑profit) |
Board Governance
- Independence and status: The Board determined Hermelin is independent; SUI’s Board is 89% independent and uses a Lead Independent Director structure (current LID: Clunet R. Lewis) with regular executive sessions of independent directors .
- Committee assignments (2024 actual): Compensation Committee Chair; member of Capital Allocation Committee; member of CEO Succession Planning Committee (formed Nov 2024) .
- Committee meetings/engagement: Compensation Committee held 1 formal meeting in 2024 plus frequent informal work with management; Capital Allocation Committee held 5 meetings in 2024; CEO Succession Committee was formed in Nov 2024 to manage the announced CEO transition .
- Committee composition change (planned after 2025 Annual Meeting): Compensation Committee Chair to transition to Meghan Baivier, with Hermelin remaining a member; Hermelin continues on Capital Allocation and CEO Succession Planning committees per Board’s intended post‑meeting composition .
- Attendance: The Board met 18 times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Shareholder engagement context: The company conducted outreach to 16 of top 25 institutional holders (≈63% of shares) in 2024 on governance, compensation, and sustainability topics .
Fixed Compensation (Director)
| Element | 2024 Amount | Notes |
|---|---|---|
| Board/Committee cash fees (Hermelin “Fees Earned”) | $127,109 | Reflects Board and committee roles; 2025 Board and committee fees reduced by 20% vs. 2024 |
| Annual equity retainer (time‑vesting RS) | $258,020 | 2,000 restricted shares granted in 2024; valued at grant‑date close; vests pro‑rata over 5 years |
| Total (cash + equity) | $385,129 | 2024 director total as reported |
- Director fee schedule (selected 2024 rates): Audit Chair $30,000; Audit member $25,000; Compensation Chair $22,500; Compensation member $17,500; Capital Allocation Chair $22,500; Capital Allocation member $17,500; Executive Committee member $17,500; Lead Independent Director $25,000; no fees for CEO Succession Committee participation. All Board/committee fees are reduced by 20% for 2025 .
- Stock ownership guideline (directors): 8× annual Board cash retainer; directors must retain 50% of vested shares until compliant; all non‑employee directors were in compliance as of March 10, 2025 .
Performance Compensation (Director)
| Instrument | Grant date | Shares/units | Vesting | Performance metrics |
|---|---|---|---|---|
| Restricted Stock (time‑based) | Jan/Feb 2024 | 2,000 | 20% per year over 5 years | None (time‑vested; no performance metrics) |
| Options/PSUs | n/a | — | — | None disclosed for directors |
- Aggregate restricted shares outstanding at 12/31/2024: Hermelin 5,700 shares .
- SUI does not disclose performance‑based equity for non‑employee directors; director equity is time‑vested restricted stock; no option awards in 2024 .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Hermelin in SUI’s proxy; current roles are private company boards (Rockbridge portfolio) and non‑profit boards .
- Compensation Committee interlocks: None; SUI reports no interlocking relationships for its Compensation Committee (Hermelin served as Chair in 2024) .
Expertise & Qualifications
- Private equity/venture investing across business services, financial services, sports, media/entertainment, and consumer direct marketing; prior operating CEO experience; extensive compensation and audit committee work. MBA (Wharton) and BBA (Michigan) .
- Skills aligned to Board matrix priorities (M&A, capital markets, executive leadership, corporate governance) per the company’s listed desired attributes .
Equity Ownership
| Holder | Beneficial ownership (shares) | % Outstanding | Notable details |
|---|---|---|---|
| Brian M. Hermelin | 26,710 | <1% | Includes 5,700 restricted shares outstanding at 12/31/2024; no pledging disclosure for Hermelin in the proxy |
- Director ownership guideline compliance: All non‑employee directors in compliance as of March 10, 2025 .
- Anti‑hedging/pledging: Hedging prohibited for directors; pledging prohibited unless reviewed and approved by the NCG Committee .
Potential Conflicts & Related‑Party Exposure
- Headquarters lease: SUI leases its principal executive offices from American Center LLC; the CEO and family own ~28.1%; each of Brian M. Hermelin, Ronald A. Klein, and Arthur A. Weiss indirectly owns less than 1% of American Center LLC. 2024 rent expense was ~$2.2 million; the Related Party Transactions Policy requires NCG Committee review and approval, which the proxy states occurred for disclosed transactions .
- Other items disclosed in related‑party section (for awareness): CEO’s airplane business use ($0.2 million in 2024) and legal fees to the firm where former director Arthur Weiss is a partner ($11.6 million in 2024); these are not tied to Hermelin beyond Board oversight .
Independence, Attendance & Engagement
- Independence: Independent director under NYSE standards; Board overall 89% independent .
- Attendance: Board met 18 times in 2024; all directors met at least 75% attendance thresholds for Board and applicable committees .
- Shareholder engagement: Outreach conducted with large holders; board/committee refreshment and CEO succession were key topics .
Director Compensation Structure Analysis
- Mix and trend: Director pay combines cash retainers and time‑vesting equity; no performance‑based equity for directors; 2025 decision to reduce all Board and committee fees by 20% reflects sensitivity to market cap/expense alignment after a 40% rise in total director compensation as a % of market cap from 2019–2024 .
- Stock ownership alignment: High ownership requirements (8× retainer) and hold‑until‑compliant policy; all directors compliant as of March 10, 2025 .
- Policies: Anti‑hedging; restricted pledging; clawback policy in place (company‑wide) .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep compensation oversight (served as Compensation Chair in 2024) and capital allocation experience; key roles on Compensation, Capital Allocation, and CEO Succession committees during a CEO transition process .
- Robust ownership alignment for directors; all in compliance with 8× retainer guideline; anti‑hedging and controlled pledging practices .
- No Compensation Committee interlocks; high say‑on‑pay support (≈92% in 2024) indicates broad shareholder endorsement of pay practices overseen by the committee Hermelin chaired .
- Watch items:
- Related‑party office lease where Hermelin holds an immaterial (<1%) indirect interest; transaction reviewed under Related Party Transactions Policy; 2024 rent ~$2.2 million. While small, the connection merits continued monitoring given his Compensation/Capital Allocation leadership roles .
- Committee leadership transition in 2025 (Compensation Chair moving to another director) reduces Hermelin’s chair authority; investors may monitor continuity and accountability in the compensation program through the transition .
- Overall view: Hermelin brings meaningful governance, compensation, and capital allocation expertise with strong independence and ownership alignment. The minimal indirect interest in the HQ landlord is disclosed and approved under policy; ongoing transparency and NCG oversight mitigate conflict risk .