Marc Farrugia
About Marc Farrugia
Executive Vice President and Chief Administrative Officer (EVP & CAO) at Sun Communities, Inc. (SUI). Age 40 as of the 2025 proxy; tenure at SUI since 2011; EVP & CAO since June 2022 after serving as SVP of Culture & Innovation (Nov 2019–Jun 2022). He leads talent management, information technology/security, and strategic transformation programs; prior roles included human resources, training, and mortgage banking at Quicken Loans. During his recent tenure, SUI delivered Core FFO per share of $6.81 in 2024 and posted strong North America and UK Same Property NOI growth of 4.3%; 10‑year TSR stood at 168.9% as of 12/31/2024, reflecting long‑term value creation platform alignment with pay‑for‑performance equity plans.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sun Communities, Inc. | EVP & CAO | Jun 2022–Present | Leads implementation of strategic/transformation projects; oversees IT/security and human capital programs |
| Sun Communities, Inc. | SVP, Culture & Innovation | Nov 2019–Jun 2022 | Drove culture, innovation, engagement, and systems programs |
| Sun Communities, Inc. | Various roles | 2011–2019 | Progression within SUI; foundation for leadership scope |
| Quicken Loans | HR, training, mortgage banking (prior to SUI) | Not disclosed | Human capital and operational experience |
External Roles
No public company board roles or external committee positions disclosed for Marc Farrugia.
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $319,720 | $412,310 | $475,000 | $475,000 |
Performance Compensation
Annual Incentive (Cash)
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Annual Incentive Paid ($) | $224,451 | $439,375 | $322,635 (67.92% of max) |
2024 Annual Incentive Plan Design (for payout in 2025)
| Metric | Weighting |
|---|---|
| Core FFO Growth | 17.5% |
| Same Property NOI Growth – MH & RV | 17.5% |
| G&A Expense (net of specified add‑backs) | 10.0% |
| Net Debt / TTM Recurring EBITDA | 7.5% |
| Combined Operations/Sales CNOI – MH & RV | 20.0% |
| RPS Gains – MH & RV | 7.5% |
| ESG Initiatives | 5.0% |
| Individual Goals / Committee Discretion | 15.0% |
2023 bonus determination was discretionary based on CEO recommendation and Compensation Committee review given role scope; specific metric-level targets/payouts for Marc were not disclosed for 2023.
Equity Awards (Grant Year 2023 for 2022 Performance)
| Award Type | Grant Date | Shares | Grant-date Fair Value ($) |
|---|---|---|---|
| Time-vesting RSUs | 2/24/2023 | 4,000 | $586,200 |
| Market/Performance RSUs (TSR vs MSCI US REIT) | 2/24/2023 | 6,000 (target; 3,600/4,800/6,000 grid) | $651,621 |
Vesting mechanics:
- Time-vesting schedule (T3): 20% per year over 5 years (pro rata) beginning on the first anniversary; T3 table provided in proxy .
- Market-vesting (M1): 3‑year cliff based on relative TSR percentile vs MSCI US REIT (target at 55th percentile; absolute TSR modifier caps payouts at target if absolute TSR negative) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date 2024) | 40,444 shares; includes 701 shares owned by spouse |
| Ownership as % of Outstanding | <1% |
| Unvested Shares at 12/31/2023 | 21,420; aggregate market value $2,534,418 |
| Shares Vested During 2023 | 4,505; value realized $655,406 |
| Options Outstanding | None; SUI does not currently grant options |
| Pledging/Hedging | Hedging prohibited; pledging only with prior NCG approval; no pledging noted for Marc in ownership table |
| Stock Ownership Guidelines | 4x base salary for executive officers; compliance required within 5 years; retain ≥50% of vested shares until compliant |
Pay-for-performance alignment context:
- Recent performance cycles (2021–2023 and 2022–2024) resulted in 0% payouts for market-based equity awards; 2023–2025 and 2024–2026 cycles were tracking at 0% as of 12/31/2024 (modifier limits payouts when absolute TSR is negative), reducing realized equity value vs SCT figures and moderating insider selling pressure from vesting .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective June 13, 2022; EVP & CAO |
| Contract Expiration | June 13, 2027; auto-renews for successive 1‑year terms unless timely termination |
| Severance (No Cause / Good Reason) | Base salary continuation up to 18 months (cash example at 12/31/2023: $712,500), subject to release and non‑compete/confidentiality covenants |
| Death/Disability | Base salary continuation up to 24 months (example: $950,000 at 12/31/2023) |
| Change of Control (Double Trigger or non‑assumption) | Cash equal to 2.99x current base salary (example: $1,420,250 at 12/31/2023) + health/insurance benefits up to 1 year + accelerated vesting of stock awards |
| Equity Acceleration | All stock-based compensation becomes fully vested and immediately exercisable upon qualifying termination/change of control |
| Clawback Policy | Executive Compensation Recovery Policy applies to incentive comp upon restatement; three prior fiscal years |
| Insider Trading Policy | Revised policy adopted Feb 13, 2025; hedging prohibited |
Performance & Track Record
- 2023 Key achievements (Marc): Led launch/adoption of NetSuite ERP; advanced engagement feedback mechanisms and volunteerism; progressed IDEA strategies; integrated Park Holidays into HRIS/payroll to support SOX compliance and efficiency.
- Company performance context: 2024 Core FFO/share $6.81; North America & UK Same Property Combined NOI growth 4.3%; 10‑year TSR 168.9% (outperformance vs REIT indices).
Compensation Structure Analysis
- Cash/equity mix: Time‑based RSUs plus market‑based RSUs (60/40 program design at grant) create long‑term alignment; absence of options reduces leverage and repricing risk.
- Annual bonus rigor: 2024 plan adds cost discipline (G&A), leverage (Net Debt/EBITDA), and property‑level metrics (CNOI/RPS) with clear weightings for operating alignment.
- Realized pay moderation: 0% payouts for recent market‑based equity cycles reduce realized equity compensation versus SCT and can lower selling pressure from vesting over near term.
- Base salary stability: No change 2023–2024 ($475,000), supporting performance‑based pay emphasis.
Related Party Transactions & Red Flags
- Spouse employment: Daniel Milantoni (Director of Human Resource Technology) earned ~$221,000 in 2023 and ~$242,000 in 2024; transactions reviewed/approved under related party policy (ratified in 2024).
- Hedging/pledging: Hedging prohibited; pledging requires NCG approval; no pledging noted for Marc in ownership table.
- Option repricing/tax gross‑ups: Company does not currently grant options; excise tax gross‑ups are prohibited in new/modified agreements.
- Section 16 compliance: 2025 proxy notes generally timely compliance with one late Form 4 by CEO; no exceptions noted for Marc.
Compensation Peer Group, Say‑on‑Pay & Shareholder Feedback
- Program benchmarking: Compensation Committee reviews against similarly sized REITs and peers; program maintained given strong long‑term alignment.
- Say‑on‑Pay support: 2024 vote ~92% “For”; 2023 vote ~84% “For,” indicating sustained shareholder support.
Investment Implications
- Alignment: Market‑based PSU design (relative TSR, absolute TSR cap) and 4x salary ownership guideline support shareholder alignment; recent 0% PSU payouts temper realized equity value and selling pressure.
- Retention risk: Low–moderate given term through 2027 with auto‑renewal, severance protections, and clear performance‑linked incentives; base salary stable.
- Governance watchpoints: Related party employment of spouse is disclosed and reviewed; no pledging noted; hedging prohibited; clawback in place. Maintain monitoring of future related party items and any changes to incentive metrics.
Appendix: Additional Quantitative Detail
Stock Vested and Outstanding at Year-end
| Metric | 2023 |
|---|---|
| Shares Vested | 4,505 |
| Value Realized ($) | $655,406 |
| Unvested Shares at 12/31/2023 | 21,420 |
| Market Value of Unvested ($) | $2,534,418 |
2023 Grants of Plan-based Awards (Marc Farrugia)
| Component | Threshold | Target | Maximum | Grant-date Fair Value ($) |
|---|---|---|---|---|
| Annual Incentive (Cash) | $237,500 | $356,250 | $475,000 | — |
| Market RSUs (2023 grant for 2022 perf; TSR) | 3,600 sh | 4,800 sh | 6,000 sh | $651,621 |
| Time RSUs (2023 grant for 2022 perf) | — | — | — | $586,200 (4,000 sh) |
2024 Annual Incentive Metric Definitions (selected)
- G&A Expense: Net of dead deal costs, ERP integration costs, and non‑recurring expenses (acquisition/other).
- Net Debt / TTM Recurring EBITDA: Net Debt excludes secured borrowings; Recurring EBITDA excludes interest income on collateralized receivables.
- Relative TSR: Against MSCI US REIT Index; target at 55th percentile; absolute TSR modifier caps at target if absolute TSR is negative.
Note: Company performance context for 2024 included Core FFO/share $6.81 and combined North America & UK Same Property NOI growth 4.3%.