Clunet Lewis
About Clunet R. Lewis
Lead Independent Director of Sun Communities, Inc. (SUI); retired attorney and businessman; age 78; director since 1993. Current committee memberships: Audit, Compensation, and Executive; also serves as Lead Independent Director with responsibilities to preside over executive sessions and liaise between management and the Board. Mr. Lewis has informed the Board he intends to retire no later than the 2026 annual meeting of shareholders, continuing active service until retirement. Background includes serving as CFO and General Counsel at Eltrax Systems, Inc. and extensive experience in M&A, financings, securities issuance, and corporate governance with auditors and the SEC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eltrax Systems, Inc. | Chief Financial Officer and General Counsel | Not disclosed | Finance and legal leadership; corporate governance and SEC interface |
| Various public/private companies | Board Member, General Counsel, CFO, President, Managing Director | Not disclosed | Broad transactional and governance expertise |
External Roles
- No current public company boards disclosed beyond SUI; prior positions noted generally without specific company names .
Board Governance
| Item | 2024 | 2025 Plan (post-Annual Meeting) |
|---|---|---|
| Independence status | Independent director; Lead Independent Director (LID) | LID appointment is annual; Board to revise committee composition after meeting |
| Committees | Audit; Compensation; Executive | Audit Chair; Audit members: Baivier, Denien, Ehlinger; Executive Committee: Shiffman, Baivier, Lewis |
| Board attendance | Board met 18 times; all directors attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting | Not disclosed |
| Executive sessions | LID calls and presides; occurred after many regularly scheduled meetings in 2024 | Continues per LID responsibilities |
Fixed Compensation
| Director Cash Fee Schedule (2024) | Amount |
|---|---|
| Lead Independent Director additional cash fee | $25,000 |
| Audit Committee Chair fee | $30,000 |
| Audit Committee membership fee | $25,000 |
| Compensation Committee Chair fee | $22,500 |
| Compensation Committee membership fee | $17,500 |
| Capital Allocation Committee Chair fee | $22,500 |
| Capital Allocation Committee membership fee | $17,500 |
| NCG Committee Chair fee | $22,500 |
| NCG Committee membership fee | $17,500 |
| Executive Committee membership fee | $17,500 |
| CEO Succession Planning Committee | No additional cash fee |
| 2025 action | All Board and committee fees reduced by 20% from 2024 amounts |
| Clunet R. Lewis – 2024 Director Compensation | Amount |
|---|---|
| Fees Earned (cash) | $158,510 |
| 2024 Restricted Stock Award (grant-date fair value) | $258,020 |
| Total | $416,530 |
Performance Compensation
| Equity Grant Detail | Grant Date | Shares | Fair Value |
|---|---|---|---|
| Annual restricted stock (director) | Jan 18, 2024 | 2,000 | $258,020 |
| Outstanding restricted shares (as of Dec 31, 2024) | — | 5,700 | — |
- Director Stock Ownership Guidelines: Directors must own shares equal to 8× annual Board cash retainer (exclusive of chair/committee fees), with 50% of vested shares retained until compliant; as of March 10, 2025, all non-employee directors were in compliance .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None; 2024 Compensation Committee members (including Mr. Lewis) were independent; no interlocking relationships with other entities |
Expertise & Qualifications
- Retired commercial lawyer with specialization in M&A, debt financings, equity and debt securities issuance, corporate governance and control, and SEC/auditor engagement .
- Former CFO and General Counsel (Eltrax Systems, Inc.), providing financial literacy and legal/regulatory expertise aligned with Audit Committee leadership .
Equity Ownership
| Measure (as of March 10, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 50,000 shares | |
| Ownership % of outstanding | <1% (asterisk per proxy) | |
| OP units convertible to common | 20,000 shares (shared voting/investment power) | |
| Outstanding restricted shares (Dec 31, 2024) | 5,700 shares | |
| Pledged shares | None disclosed for Mr. Lewis; company policy prohibits hedging and pledging unless NCG Committee pre-approves | |
| Compliance with director stock ownership guidelines | In compliance (all non-employee directors) |
Governance Assessment
- Strengths:
- Lead Independent Director status, independent, and slated to chair Audit—positions him centrally for oversight of financial reporting, internal controls, legal/compliance, IT, fraud, and risk .
- Consistent attendance (Board met 18 times; all directors ≥75% attendance; executive sessions held regularly under LID) supports engagement and board effectiveness .
- Ownership alignment via restricted stock and compliance with 8× retainer guideline; anti-hedging and pledging controls; clawback policy in place .
- Compensation Committee interlock risk explicitly absent; director cash fees cut 20% for 2025 to align expense with market cap—positive investor alignment signal .
- Watch items:
- Long tenure (director since 1993) can raise independence perception concerns among certain investors; planned retirement by 2026 reflects proactive refreshment .
- Company disclosed a material weakness in internal control over financial reporting and a remediation plan; Audit Chair leadership will be consequential—monitor remediation progress as a key governance KPI .
- Related-party transactions exist at the company level (CEO office lease interest, airplane use, legal counsel by former director’s firm, family employment). Not attributable to Mr. Lewis personally; note NCG oversight and Executive Committee’s prohibition from approving related-party transactions .
RED FLAGS (company-level context, not specific to Mr. Lewis): ongoing related-party transactions with senior insiders; disclosed material weakness requiring remediation .
Notes on Committee Work and Engagement
| Committee | 2024 Meetings | Mr. Lewis Role | Key Responsibilities |
|---|---|---|---|
| Audit | 12 | Member (2024); planned Chair post-2025 meeting | Financial statements integrity; internal controls; auditor oversight; IT; legal/compliance; fraud; swaps/FX approvals |
| Compensation | 1 | Member (2024) | Executive and director pay, incentives, employment/severance agreements; use of independent consultant |
| NCG | 6 | Not a member (2024) | Governance policies; related-party oversight; board evaluations; ESG oversight |
| Executive | None formal (actions by unanimous consent) | Member | Transaction approvals ≤$300M; restricted from approving related-party transactions |
Director Compensation Mix and Alignment
- 2024 pay mix: Cash fees $158,510; equity grant $258,020 restricted stock; total $416,530 .
- Annual director equity grants provide ownership alignment; guidelines require retention and 8× retainer ownership; directors were in compliance as of March 10, 2025 .
Potential Conflicts or Related-Party Exposure
- No related-party transactions disclosed for Mr. Lewis. Company policy requires NCG approval of any related-party transactions and prohibits hedging/pledging without approval; Executive Committee cannot approve related-party transactions .
Say-on-Pay & Shareholder Feedback (context)
- Say-on-pay approval ~92% in 2024; robust historical support since 2018 redesign indicates investor confidence in compensation governance .
- Board engaged 16 of top 25 holders (~63% of outstanding shares) in 2024; topics included board refreshment and CEO succession .