Bruce Thelen
About Bruce Thelen
Executive Vice President and COO of Sun Communities, Inc. (SUI) since December 2022; previously EVP of Operations & Sales and leader of Sun Home Services since joining in January 2018. Age 40. Prior roles include VP of Sales & Marketing at a national manufactured home builder and earlier experience at Booz & Company. Company performance context during 2024: Core FFO per share $6.81 and combined North America/UK Same Property NOI growth of 4.3%; 10-year TSR of 168.9% versus 73.5% for MSCI U.S. REIT Index, indicating long-term outperformance, though annual incentive payouts were muted given below-threshold results on several operating metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sun Communities, Inc. | Executive Vice President & COO | Dec 2022–present | Leads MH & RV operations; execution of property management platform and operating structure streamlining . |
| Sun Communities, Inc. | EVP Operations & Sales; Head of Sun Home Services | Jan 2018–Dec 2022 | Grew MH sales/leasing; expanded responsibilities to MH & RV operations/marketing . |
| National manufactured home builder | VP of Sales & Marketing | Pre-2018 | Industry sales leadership background . |
| Booz & Company | Management consultant | Pre-2018 | Strategy/operations consulting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external directorships or public roles disclosed for Thelen in latest DEF 14A . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $500,000 | $500,000 | $500,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 100% |
| Actual Annual Incentive Paid (USD) | $527,500 | $508,250 | $187,500 |
Performance Compensation
Annual Incentive Framework and 2024 Outcomes (Bruce D. Thelen)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Core FFO Growth | 17.5% | ≥ $7.10 to < $7.14 | ≥ $7.14 to < $7.22 | ≥ $7.22 | $6.81 | —% | —% |
| Same Property NOI Growth – MH/RV | 17.5% | ≥ 4.5% to < 5.1% | ≥ 5.1% to < 5.7% | ≥ 5.7% | 3.7% | —% | —% |
| Combined Operations/Sales CNOI – MH/RV | 20.0% | ≥ Budget − 0.75% to < Budget | > Budget to < Budget + 0.75% | ≥ Budget + 0.75% | Budget − 3.75% | —% | —% |
| Revenue Producing Site (RPS) Gains – MH/RV | 7.5% | ≥ 2,400 to < 2,550 sites | ≥ 2,550 to < 2,700 sites | ≥ 2,700 sites | 3,210 | 200% | 15.00% |
| G&A Growth, net of add-backs | 10.0% | ≤ $258.0M to > $255.4M | ≤ $255.4M to > $252.8M | ≤ $252.8M | $257.5M | 50% | 5.00% |
| Net Debt / TTM Recurring EBITDA | 7.5% | ≤ 5.9x to > 5.7x | ≤ 5.7x to > 5.5x | ≤ 5.5x | 6.0x | —% | —% |
| Sustainability Initiatives | 5.0% | Meet | Exceeded | Excelled | Excelled | 200% | 10.00% |
| Corporate Subtotal | 85.0% | — | — | — | — | — | 30.00% |
| Individual Goals / Committee Discretion | 15.0% | Meet | Exceeded | Excelled | Meet | 50% | 7.50% |
| Total Payout vs Target | — | — | — | — | — | 37.50% | — |
Long-Term Equity Incentive Awards (granted for 2023 performance; granted March 4, 2024)
| Award Type | Grant Date | Shares Granted | Vesting Schedule | Grant Date Fair Value (USD) |
|---|---|---|---|---|
| Time-vesting RS | 3/4/2024 | 6,800 | 20% annually over 5 years beginning 3/4/2025 | $898,484 |
| Performance-vesting RS (Market/TSR) | 3/4/2024 | 10,200 | 3-year relative TSR vs MSCI U.S. REIT (RMS); vests 1/1/2027; capped at target if absolute TSR negative | $1,001,054 |
| Mix | — | — | 60% performance / 40% time | — |
Notes: The company has not been granting options; option awards are currently not used . Recent performance cycles (2021–2023; 2022–2024) paid 0% for market awards; 2023–2025 and 2024–2026 tracking below threshold as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guideline | 4x base salary for President/other executive officers; compliance required within 5 years; retain 50% of vested RS until compliant . |
| Compliance Status | In compliance as of March 10, 2025 (company-wide statement covering all NEOs) . |
| Beneficial Ownership | 55,435 shares; <1% of outstanding shares . |
| Shares Vested in 2024 | 5,080 shares vested; value realized $651,223 . |
| Unvested Equity at 12/31/2024 | Time-vesting RS by grant: 400 (3/3/2020), 600 (3/3/2020), 1,360 (2/11/2021), 2,520 (2/24/2022), 5,440 (2/24/2023), 6,800 (3/4/2024); Market RS by grant: 6,300 (2/24/2022), 10,200 (2/24/2023), 10,200 (3/4/2024); total unvested 43,820; market value $3,252,517 (market shares valued per plan methodology; 2021 market cycle forfeited) . |
| Pledging/Hedging | Anti-hedging policy prohibits hedging by directors/executives; pledging prohibited absent NCG Committee approval . Thelen has no pledging disclosed in beneficial ownership footnotes; pledged positions disclosed for other insiders (e.g., CEO) . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated July 16, 2021; expires July 16, 2026; auto-renews for successive one-year terms unless timely terminated . |
| Base Salary under Agreement | $500,000 . |
| Annual Incentive Opportunity | Up to 200% of base salary; determined by Compensation Committee per written plan each year . |
| Non-Compete | Up to 24 months post-employment (36 months for President; reduced to 12 months if terminated without cause) across geographies where SUI operates . |
| Clawback | Executive Compensation Recovery (Clawback) policy aligned with Dodd-Frank and NYSE rules; recovers excess incentive-based comp post restatement . |
| Change-of-Control (Double Trigger) | If terminated without cause or resigns for good reason within 2 years post-CoC (or successor fails to assume): cash equal to 2.99x base salary, continuation of health/life/AD&D benefits up to 1 year; full acceleration of stock-based compensation . |
| Severance (No Cause/Good Reason) | Continued base salary for up to 18 months; acceleration of unvested equity per plan; illustrative 12/31/2024 scenario shows $750,000 cash + $5,388,545 equity acceleration; total $6,138,545 . |
| Death/Disability | Continuation of salary up to 24 months; full acceleration of equity; illustrative total $6,388,545 . |
| Insider Trading Policy | Revised February 13, 2025; filed as 8-K exhibit; governance-docs link referenced in proxy . |
Investment Implications
- Pay-for-performance alignment: Thelen’s 2024 cash incentive paid 37.5% of target, reflecting below-threshold outcomes on Core FFO, Same Property NOI and CNOI, partially offset by strong RPS gains and sustainability initiatives. Ongoing zero payouts on recent market performance cycles further tie realized pay to TSR underperformance, enhancing alignment but dampening near-term realized comp .
- Retention and selling pressure: Significant unvested time-based equity (20% annual vesting from multiple grant cohorts) indicates continued retention hooks; new 2024 RS will begin vesting on 3/4/2025. Performance RS vest on 1/1/2027 subject to relative TSR, reducing near-term sell pressure; hedging prohibited and pledging restricted, lowering alignment red flags .
- Alignment and governance: 4x salary ownership guideline with compliance reported; clawback in place; double-trigger CoC with 2.99x salary and equity acceleration is market-standard but can create event-driven upside; non-compete at 24 months mitigates transition risk .
- Execution risk signals: 2024 operating misses versus targets (Core FFO, Same Property NOI, CNOI) point to operational headwinds; however, RPS gains of 3,210 and tech/platform initiatives under Thelen support medium-term efficiency improvements. Monitoring year-over-year corporate metrics in 2025 will be key to incentive realization and retention dynamics .
Reference performance context: Company Core FFO per share $6.81; combined Same Property NOI growth 4.3%; deleveraging reduced Net Debt/TTM Recurring EBITDA to 6.0x; 10-year TSR 168.9% . Say-on-pay support ~92% at 2024 meeting, indicating shareholder endorsement of program design .