Mark Denien
About Mark A. Denien
Mark A. Denien (age 58) is the former Executive Vice President and Chief Financial Officer of Duke Realty Corporation (2013–2022), a retired CPA, and previously an audit and advisory partner at KPMG focused on real estate and construction; he is nominated as an independent director candidate for Sun Communities’ 2025 annual meeting, with planned Audit Committee service if elected. He currently serves on the board of Acadia Realty Trust (NYSE: AKR) as Audit Committee Chair and Compensation Committee member, and has meaningful governance, capital markets, and financial reporting expertise relevant to REIT oversight. The Board’s refreshment plan positions him to enhance financial oversight as SUI re-focuses on MH/RV operations and reduces leverage following the announced sale of Safe Harbor Marinas.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation | Executive Vice President & Chief Financial Officer | 2013–2022 | Led public-company REIT finance; extensive transaction, strategy, compliance, and risk management exposure prior to merger with Prologis. |
| KPMG LLP | Audit & Advisory Partner (Real Estate/Construction) | Prior to Duke Realty | Led audits and advisory in real estate sector; retired CPA designation underscores financial expertise for audit oversight. |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Acadia Realty Trust (NYSE: AKR) | Director | Current | Audit Committee Chair; Compensation Committee Member—direct hands-on oversight of public REIT reporting, internal controls, and pay practices. |
| Goodwill Industries of Central & Southern Indiana | Director (past Chair) | Current | Non-profit board leadership; governance experience. |
| Indiana University Center for Real Estate Studies | Advisory Board Member | Current | Academic advisory; supports industry engagement. |
| Indiana University Real Estate PE Fund | Investment Committee Member | Current | Capital allocation/investment oversight. |
Board Governance
- Independence status: Nominated as an independent director candidate for election at the 2025 annual meeting.
- Committee assignments if elected: Audit Committee (planned membership alongside Clunet R. Lewis (Chair), Meghan G. Baivier, and Jerry Ehlinger).
- Audit Committee cadence: 12 meetings in 2024 (historical context); SUI maintains an SEC-defined “audit committee financial expert” designation for current Audit members—Denien’s credentials indicate readiness for that role if appointed.
- Attendance/engagement baseline: Board met 18 times in 2024; all then-serving directors attended at least 75% of Board and committee meetings; executive sessions held regularly with a Lead Independent Director (currently Clunet R. Lewis).
- Governance policies: Robust framework includes anti-hedging policy; restricted pledging requiring NCG approval; clawback policy; related party transactions policy overseen by NCG; refreshed Code of Conduct and Insider Trading Policy in Feb 2025.
- Leadership structure: Board intends to separate Chairman and CEO roles upon CEO retirement by year-end 2025; CEO Succession Planning Committee formed in Nov 2024 to manage transition.
Fixed Compensation (Director)
| Component | 2024 Structure | 2025 Adjustment | Notes |
|---|---|---|---|
| Board Annual Cash Retainer | Not itemized in proxy; included within “Fees Earned” amounts per director. | All Board and committee fees reduced by 20% from 2024 levels. | Comp Committee benchmarks aggregate director pay to peers; expense calibrated to market cap trends. |
| Lead Independent Director Fee | $25,000 (additional cash). | Reduced 20% in 2025. | Applies separately from retainer. |
| Audit Chair/Membership | Chair: $30,000; Member: $25,000. | Reduced 20% in 2025. | Committee fees across Audit/Comp/Capital Allocation/NCG disclosed. |
| Compensation Chair/Membership | Chair: $22,500; Member: $17,500. | Reduced 20% in 2025. | No additional fees for CEO Succession Committee participation. |
| Capital Allocation Chair/Membership | Chair: $22,500; Member: $17,500. | Reduced 20% in 2025. | Committee is fully independent. |
| NCG Chair/Membership | Chair: $22,500; Member: $17,500. | Reduced 20% in 2025. | Oversees governance, related-party policy, board evaluations. |
| Executive Committee Membership | $17,500 (no chair fee). | Reduced 20% in 2025. | Transaction authority capped; no related-party approvals. |
- Equity grants: 2024 director restricted stock awards were typically 2,000 shares per non-employee director on Jan 18, 2024 (fair value $258,020); Mr. Ehlinger and Mr. Leupold received 2,000 shares on Feb 28, 2024 (fair value $262,620); some directors elected deferral under the Non-Employee Directors Deferred Compensation Plan.
- Stock ownership guidelines: Directors required to hold shares equal to 8x annual cash retainer; compliance required within 5 years of Nov 2, 2021 or appointment; all then-serving directors were in compliance as of Mar 10, 2025.
Performance Compensation (Director)
| Performance-linked element | Status | Metrics/Notes |
|---|---|---|
| Performance-based equity (PSUs/options) for directors | Not disclosed/none; director equity is time-based restricted stock grants. | No director-specific performance metrics attached; equity aligns with shareholder interests via ownership guidelines and vesting. |
Other Directorships & Interlocks
- Public company boards: Acadia Realty Trust (NYSE: AKR) – Audit Chair; Compensation Committee member. No disclosed interlocks between SUI’s executives/Comp Committee and other entities; SUI discloses no compensation committee interlocks existed in 2024.
- Non-profit/academic: Goodwill Industries of Central & Southern Indiana (past Chair; director), Indiana University Center for Real Estate Studies (Advisory Board), Indiana University real estate PE fund (Investment Committee).
Expertise & Qualifications
- Financial reporting/internal controls: Former public-company CFO; retired CPA; KPMG audit/advisory partner—strong fit for Audit oversight and internal control remediation monitoring.
- Real estate/REIT capital markets: 20+ years in real estate finance; transaction strategy, regulatory compliance, risk management experience; capital allocation knowledge via investment committee roles.
- Governance: Current public board leadership (Audit Chair) and compensation oversight experience; aligns with SUI’s independent committee requirements.
Equity Ownership
- Director ownership guidelines: 8x cash retainer; retention of at least 50% of vested shares until guideline met; all then-serving directors compliant as of Mar 10, 2025.
- Hedging/pledging: Hedging prohibited; pledging prohibited unless reviewed/approved by NCG; revised Insider Trading Policy adopted Feb 13, 2025.
Governance Assessment
- Committee effectiveness: Denien’s planned Audit Committee role leverages CFO/CPA credentials and current Audit Chair experience at AKR, strengthening audit rigor as SUI addresses internal control remediation and executes portfolio simplification.
- Independence and refreshment: Nominated as an independent director amid multi-year board refresh; committees remain fully independent; planned post-meeting committee realignment adds fresh expertise.
- Shareholder alignment signals: 2025 fee reductions of 20% across Board/committees; director ownership guidelines at 8x cash retainer; clawback policy; proxy access; termination of poison pill; strong ongoing shareholder outreach.
- Say-on-pay support: ~92% approval at 2024 meeting; Comp Committee retained independent consultant and maintained pay-for-performance design; governance credibility supports investor confidence.
- Conflicts/related-party risk: NCG administers related-party policy; 2024 related-party transactions disclosed involve certain incumbent directors/executives (e.g., offices lease, legal counsel, family employment); no related-party disclosures for Denien as a nominee.
- Succession oversight: CEO Succession Planning Committee established Nov 2024; Board will separate Chairman from CEO upon retirement—positive governance structure shift.