John McLaren
About John McLaren
John B. McLaren is President of Sun Communities (appointed November 6, 2024) and a 20+ year company veteran (with SUI since 2005) who previously served as COO (2008–2022), President (2014–2022), Executive Vice President (2008–2014), and Strategic Advisor (2022–2024). He is credited with overseeing the acquisition and integration of ~350 MH/RV communities as COO and was brought back to lead restructuring to align cost structure and drive sustainable earnings growth in late 2024 . Under current leadership, SUI reported 2024 Core FFO/share of $6.81, combined Same Property NOI growth of 4.3% (MH 6.7%, Marina 5.4%, UK 9.0%), 3,210 RPS gains, and de‑levered to 6.0x Net Debt/TTM Recurring EBITDA, with a 10‑year TSR of 168.9% versus 73.5% for the MSCI US REIT index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sun Communities | President | Nov 2024–Present | Leads restructuring to better align cost structure and deliver sustainable earnings growth; granted a tailored equity package and no additional grants in 2025–2026 to align incentives . |
| Sun Communities | Strategic Advisor, Residential Communities | 2022–Nov 2024 | Advised on UK operations and MH development; represented SUI in zoning/entitlement; drove efficiency focus at Park Holidays (UK) . |
| Sun Communities | President | 2014–2022 | Senior operating leadership across portfolio expansion and integration . |
| Sun Communities | Chief Operating Officer | 2008–2022 | Oversaw acquisition/integration of ~350 MH/RV communities; performance‑driven operating approach . |
| Sun Communities | Executive Vice President | 2008–2014 | Executive leadership roles prior to COO and President . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Park Holidays UK (SUI subsidiary) | Board member (UK subsidiary) | 2024 | Served on the board of a UK subsidiary; received director fees (£43,799; ≈$54,972 in 2024) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 650,000 | 400,000 | 340,734 (prorated; became $600,000 on 11/6/2024) | 600,000 |
| Annual Bonus Plan (maximum as % of salary) | 100% under prior agreement (in effect pre‑11/6/2024) | 100% under prior agreement | 100% under prior agreement; earned $225,000 (83% payout) | Up to 200% under 11/6/2024 employment agreement |
| Actual Annual Bonus ($) | 1,202,500 | 200,000 | 225,000 | — |
Notes:
- New employment agreement (effective 11/6/2024): base salary $600,000; annual incentive up to 200% of base salary; term through 11/6/2029 with auto one‑year renewals .
- 2024 bonus for Mr. McLaren was determined primarily on his Strategic Advisor contributions and set at 83% of prior plan, equating to $225,000 .
Performance Compensation
Annual Incentive Framework (context)
SUI’s annual plan emphasizes Core FFO growth, Same Property NOI, G&A growth (net), leverage (Net Debt/TTM Recurring EBITDA), sustainability goals, and individual performance. In 2024, aggregate payouts for NEOs averaged 41% of target; McLaren’s award was determined separately given his advisor role prior to becoming President (see Fixed Compensation) .
Long-Term Equity Awards: 2024–2026/2027 Design
| Grant date | Type | Shares | Vesting/Performance | Fair value ($) |
|---|---|---|---|---|
| 11/6/2024 | Time-vesting RS | 20,000 | 20% per year over 5 years beginning first anniversary of grant (pro‑rata) | 2,635,200 |
| 11/6/2024 (accounting grant date 3/7/2025) | Market/Performance RS | 30,000 | 3‑year performance (1/1/2025–12/31/2027); vest 1/1/2028 subject to relative TSR vs MSCI US REIT (RMS): 35th/55th/75th percentile → 60%/80%/100% payout; capped at target if absolute TSR negative | TBD (recognized in 2025) |
Program structure: NEO equity mix targets 60% performance/market‑vesting and 40% time‑vesting; TSR is measured relative to MSCI US REIT; absolute TSR modifier caps payouts in down markets .
Outstanding Equity and 2024 Vested Shares
| Item | Amount |
|---|---|
| Unvested restricted shares at 12/31/2024 | 47,000 (includes 20,000 time‑vest from 2024 grant) |
| Market value of unvested shares at 12/31/2024 | $3,935,040 |
| Market/performance shares from 2022 cycle | Forfeited 1/1/2025 (no payout) |
| Shares vested in 2024 | 10,292; value realized $1,335,114 |
Multi-year alignment signal: The 2021–2023 and 2022–2024 market/TSR cycles paid 0%; 2023–2025 and 2024–2026 cycles were tracking below threshold as of 12/31/2024, reinforcing pay-for-performance rigor .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (3/10/2025) | 74,403 shares; <1% of outstanding |
| Ownership guidelines | President/NEOs: 4x base salary; 5 years to comply; retain ≥50% of net shares until compliant |
| Compliance status | Each NEO in compliance as of 3/10/2025 |
| Pledging/Hedging | Hedging prohibited; pledging prohibited unless NCG Committee approves; no pledges disclosed for McLaren (Shiffman pledges noted) |
| Options outstanding | None (no options outstanding; program uses restricted stock) |
Vesting cadence and potential selling pressure: Time‑based 2024 grant vests 4,000 shares annually (subject to tax withholding), and legacy time‑vest awards follow a 20% per‑year schedule; trading is constrained by blackout windows and policy (with 10b5‑1 plans permitted) .
Employment Terms
| Term | McLaren |
|---|---|
| Employment agreement | Dated Nov 6, 2024; term through Nov 6, 2029; auto‑renew 1‑year terms |
| Base salary | $600,000 |
| Annual incentive | Up to 200% of base salary; criteria set annually by Compensation Committee |
| Non‑compete | Up to 36 months post‑employment (reduced to 12 months if terminated without cause) |
| Change‑of‑control (double trigger) | 2.99x base salary cash; health/insurance benefits up to 1 year; full acceleration of stock awards upon qualifying termination or non‑assumption |
| Severance (without cause / good reason) | Continued base salary for up to 18 months; accelerated equity |
| Death/Disability | Salary continuation up to 24 months; accelerated equity |
| Clawback | Dodd‑Frank and NYSE‑compliant executive compensation recovery policy (accounting restatement) |
| Insider trading | Revised policy (2/13/2025); blackout windows, no shorting or public options; pre‑clearance for officers/directors; Rule 10b5‑1 plans permitted |
| Indemnification | Updated indemnification agreement adopted 2/13/2025 . |
Illustrative potential payouts (as of 12/31/2024):
- Termination without cause: $900,000 cash; $5,779,590 equity acceleration; total $6,679,590 .
- Death/Disability: $1,200,000 cash; $5,779,590 equity acceleration; total $6,979,590 .
- Change of control (double‑trigger): $1,794,000 cash; $5,779,590 equity acceleration; $18,240 benefits; total $7,591,830 .
Performance Compensation Details (metrics, weightings, payouts)
| Component | Metric/terms | Target | Actual/Tracking | Payout/Notes |
|---|---|---|---|---|
| 2024 Annual Incentive (McLaren) | Prior plan (max 100% of salary); CEO‑assessed based on Strategic Advisor role | — | Met 83% payout level | $225,000 |
| 2024–2026 LTI (market) | 3‑yr Relative TSR vs MSCI US REIT (RMS) | 55th percentile = 80% payout | Capped at target if absolute TSR negative | 30,000 shares; vests 1/1/2028 |
| 2024–2029 LTI (time) | Time‑vested RS | 20% per year | Service‑based | 20,000 shares |
Company Performance Context (most relevant to incentive metrics)
| Metric (FY2024 unless noted) | Result |
|---|---|
| Total Revenues | ~$3.2 billion |
| Core FFO per share | $6.81 |
| Same Property NOI growth (combined NA + UK) | 4.3% (MH 6.7%, Marina 5.4%, UK 9.0%) |
| RPS gains | 3,210 |
| Net Debt / TTM Recurring EBITDA (12/31/2024) | 6.0x (from 6.1x in 2023) |
| 10‑year Total Shareholder Return | 168.9% (vs 73.5% MSCI US REIT) |
Governance, Say‑on‑Pay, and Peer Benchmarking
- Say‑on‑Pay support: ~92% “FOR” at 2024 annual meeting; average ~92.7% since 2018 design .
- Executive stock ownership guidelines: CEO 6x salary; other executives (incl. President) 4x; all NEOs compliant as of 3/10/2025 .
- Anti‑hedging and pledging restrictions in place (pledging only with prior NCG approval) .
- Compensation peer landscape referenced (e.g., Extra Space, Ventas, AVB, EQR, Invitation Homes, Essex, ELS, MAA, UDR, AMH, Camden, CubeSmart), used with FPC’s benchmarking .
Related Party Transactions (McLaren)
No McLaren‑specific related party transactions are disclosed; related‑party items involve other executives/directors (e.g., office lease, aircraft use, legal services, and family employment) and were approved under policy .
Compensation Structure Analysis
- Mix and rigor: SUI maintains a high at‑risk mix with 60% of equity tied to relative TSR and an absolute TSR cap; two completed TSR cycles (2021‑2023, 2022‑2024) paid 0%, evidencing downside sensitivity .
- 2024 appointment grant: McLaren received a one‑time 50,000 share award (20k time‑based; 30k market‑based), with the company committing not to grant him additional restricted stock in 2025 or 2026—supporting retention while tempering dilution and near‑term award inflation .
- Cash vs equity: McLaren’s 2024 cash bonus reflected his advisor role (not President metrics), while the 2025 plan increases bonus opportunity (up to 200% of salary), more closely aligning with President‑level performance accountability .
Investment Implications
- Alignment and retention: Ownership compliance (4x salary), time‑and TSR‑linked equity, and strong policies (clawback, anti‑hedging) indicate solid alignment; five‑year time‑vests plus a new three‑year TSR cycle support medium‑term retention .
- Vesting/selling dynamics: Annual vesting (e.g., ~4,000 shares/year from the 2024 grant plus legacy time‑vest grants) and blackout/10b5‑1 policy imply any selling pressure is likely staged around scheduled vest dates/tax events rather than opportunistic trading .
- Pay-for-performance signal: Zero payouts on recent TSR cycles, cash bonuses at reduced levels in 2024, and a 2024 CEO equity downshift reflect compensation discipline; McLaren’s mix (with 2025 bonus potential up to 200%) sets high performance hurdles for upside .
- Change-of-control economics: Double‑trigger 2.99x base salary and full equity acceleration are material (illustrative CoC total ~$7.59M at 12/31/2024), relevant for M&A scenarios and succession outcomes .