Jerome Ehlinger
About Jerome W. Ehlinger
Independent director at Sun Communities, Inc. (SUI); retired real estate business manager, portfolio manager, and Chief Investment Officer. Age 53; director since 2024; current committees: Audit and CEO Succession Planning; CFA charterholder; MS in Finance/Investment/Banking (UW–Madison) and undergraduate degree (UW–Whitewater) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heitman Real Estate Investment Management | Global Head and CIO, Public Real Estate Securities | Not disclosed | Member of Heitman’s Firmwide Global Management Committee; led global public securities business |
| RREEF | Managing Director; Head of Real Estate Securities, Americas; U.S. Portfolio Manager | Not disclosed | Oversaw U.S. REIT investment management |
| Morgan Stanley Dean Witter | REIT research and investment management roles | Not disclosed | Sell-side/asset management REIT expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AQ Acquisitions LLC | Advisory Board Member; Principal, VP, Treasurer | Not disclosed | Advisory capacity; corporate finance roles |
Board Governance
- Independence: Board determined Ehlinger is independent under NYSE rules; independent directors meet regularly in executive session .
- Committee assignments: Audit Committee member; CEO Succession Planning Committee member (formed Nov 2024). Board intends to appoint him to Audit (continuing) and NCG after the 2025 Annual Meeting (refreshment plan) .
- Audit Committee activity: Audit Committee held 12 formal meetings in 2024; the Board determined all current members are “audit committee financial experts” .
- Attendance: Board met 10 times in 2023; all directors attended at least 75% of Board and committee meetings; all then-serving directors attended 2023 annual meeting .
- Shareholder vote signal: Ehlinger was elected in 2024 (111,288,454 for; 505,420 against) and re-elected in 2025 (115,272,160 for; 1,774,111 against), indicating strong support .
- Appointment history: Appointed to Board Feb 15, 2024 as part of a cooperation agreement and board refreshment; no Item 404 related-party transactions reported for Ehlinger .
Fixed Compensation
| Element | Amount / Policy | Notes |
|---|---|---|
| Lead Independent Director fee | $25,000 (cash) | No change in 2024; reduced by 20% for 2025 |
| Audit Committee – Chair | $30,000 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| Audit Committee – Member | $25,000 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| Compensation Committee – Chair | $22,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| Compensation Committee – Member | $17,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| Capital Allocation Committee – Chair | $22,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| Capital Allocation Committee – Member | $17,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| NCG Committee – Chair | $22,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| NCG Committee – Member | $17,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| Executive Committee – Member | $17,500 (cash) | 2024 fee schedule; reduced by 20% for 2025 |
| CEO Succession Planning Committee | No additional cash fees | Formed Nov 2024 |
| Ehlinger – Fees Earned (2024) | $85,838 | Reported in Director Compensation table |
Performance Compensation
| Award | Grant Date | Shares / Rights | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Restricted Stock (non-employee director grant) | Feb 28, 2024 | 2,000 | $262,620 | Ehlinger elected to defer receipt under the Non-Employee Directors Deferred Compensation Plan; vesting schedule for 2024 awards not specified in the proxy excerpts. For context, 2023 director awards (2,000 shares) vest Jan 25, 2026 . |
| CEO Succession Committee fees | N/A | N/A | N/A | No additional cash fees for participation |
- Director compensation costs reduced by 20% for 2025 to align total director compensation with market capitalization; ownership guidelines remain at 8x annual board cash retainer, and all directors were in compliance as of Mar 10, 2025 .
Other Directorships & Interlocks
| Company | Role | Type | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | N/A | N/A | Company’s 8-K notes no related person transactions for Ehlinger under Item 404(a) . |
| AQ Acquisitions LLC | Advisory Board Member; Principal/VP/Treasurer | Private | Not identified as a counterparty to SUI; no related-party transactions disclosed for Ehlinger . |
Expertise & Qualifications
- Real estate securities CIO/portfolio management expertise; prior leadership at Heitman and RREEF; REIT research/asset management background at Morgan Stanley Dean Witter .
- Education: MS in Finance/Investment/Banking (UW–Madison); undergraduate degree (UW–Whitewater); CFA charterholder .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Direct common stock owned (post-transaction) | 1,600 shares (as of 2025-01-08 Form 4) | A-type Award; securitiesOwned 1600; SEC filing URL |
| Deferred restricted common stock rights | 2,000 rights (as of 2024-02-28 Form 4) | Director deferred compensation election; SEC filing URL |
| Aggregate restricted shares outstanding at 12/31/2024 | 2,000 | Director Compensation table |
| Ownership guidelines | 8x annual board cash retainer; all directors in compliance (Mar 10, 2025) | Stock Ownership Guideline Policy |
| Anti-hedging policy | Directors prohibited from hedging Company securities | Proxy governance policies |
| Pledging guidelines | Pledging prohibited unless NCG Committee approves in advance | Proxy governance policies |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-01-10 | 2025-01-08 | A (Award) | 1,600 common | $122.64 | 1,600 | |
| 2024-02-29 | 2024-02-28 | A (Award) | 2,000 deferred restricted stock rights | $0.00 | 2,000 (rights) | |
| 2024-02-26 | 2024-02-16 | Form 3 | — | — | Initial director filing |
Governance Assessment
- Board effectiveness positives: Independent director with deep REIT capital markets expertise; active Audit Committee member during a high-activity year (12 meetings), and engaged in CEO succession planning; Board refreshment addressed investor concerns; strong shareholder support for Ehlinger in 2024 and 2025 elections .
- Compensation alignment: Director cash and committee fees reduced by 20% for 2025 to better align with market cap; directors subject to stringent stock ownership (8x retainer) and anti-hedging/pledging policies; all directors in compliance, supporting alignment and investor confidence .
- Conflicts/related-party exposure: 8-K discloses no related person transactions for Ehlinger; pledging requires prior NCG approval and no pledge approvals are disclosed; anti-hedging policy in place .
- Risk indicators: Activist cooperation agreement led to Ehlinger’s appointment (a governance/process consideration rather than a red flag); say-on-pay approvals remained strong in 2024 and 2025, indicating broader investor support of governance and pay practices .
Overall signal: Ehlinger brings capital markets rigor and succession oversight, with strong independence and shareholder backing; 2025 fee reductions and ownership policies reinforce alignment, while the activist-driven refresh underscores responsiveness to investors without disclosed conflicts for Ehlinger .