EQUITY LIFESTYLE PROPERTIES INC (ELS): CEO Patrick Waite appointed

Events in this filing

Item 5.02 as filed

Item 5.02(c). The components and terms of the 2027 Executive Bonus Plan and any 2027 restricted stock awards remain to be determined by the Compensation Committee. We will file an amendment to this Current Report on Form 8‑K within four business days after such terms are determined.
(d) Election of Director
On October 27, 2026, the Board increased the size of the Board by one director from nine to ten directors and elected Mr. Waite to fill the vacancy created by the increase in the number of directors, in each case effective January 1, 2027. Mr. Waite will serve until our 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualifies.
There are no arrangements or understandings between Mr. Waite and any other person pursuant to which he was elected as a director of the Board. Mr. Waite will not serve on a committee of the Board. The Board determined that Mr. Waite will not be independent in accordance with the New York Stock Exchange listing standards. Mr. Waite will not receive any additional compensation for his service as a director. As noted above, there are no relationships or related transactions between Mr. Waite and us that would be required to be reported under Item 404(a) of Regulation S-K.
(e) Compensatory Arrangements of Certain Officers
Executive Vice Chair Compensation
In connection with her transition to the role of Executive Vice Chair of the Board, effective January 1, 2027, Ms. Nader will receive compensation consistent with the Company’s standard director compensation program, as described in the Company’s 2026 proxy statement, together with the additional compensation arrangements described below. Any 2027 restricted stock awards remain subject to determination and approval by the Compensation Committee as described below.
Modification of Outstanding Restricted Stock Awards . The 29,592 unvested shares under Ms. Nader’s outstanding time-based and performance-based restricted stock awards that are scheduled to vest in 2028 and/or 2029 will vest in full on December 31, 2026, subject to her continued employment with us through such date, without regard to the satisfaction of any performance-based vesting conditions applicable to such shares. The 28,644 unvested shares under such awards that are scheduled to vest in 2027 will not be affected by this modification and will remain subject to their existing terms.
2026 Executive Bonus Plan . Ms. Nader will remain eligible to participate in, and to receive any bonus earned under, our 2026 Executive Bonus Plan, which bonus, if any, will be paid at the same time as bonuses are paid to our other executive officers under such plan.
Restricted Stock Awards . Ms. Nader is expected to be granted an annual restricted stock award of shares of our common stock under our 2024 Equity Incentive Plan with an intended value of $500,000 for her service as Executive Vice Chair of the Board. The grant of this award, including its dollar value, number of shares, vesting and other terms and conditions, remains subject to further approval by the Compensation Committee at the time of grant.
2027 Compensation of Mr. Waite and Mr. Eldersveld
In connection with their appointments described above, on October 27, 2026, the Board, upon the recommendation of the Compensation Committee, approved the following 2027 compensation for Mr. Waite and Mr. Eldersveld:
Name Title (effective January 1, 2027) 2027 Base Salary 2027 Bonus Potential
Patrick Waite President and Chief Executive Officer $614,935 290% of 2027 base salary
David Eldersveld Executive Vice President, Chief Operating Officer, Chief Legal Officer and Corporate Secretary $476,558 220% of 2027 base salary
The components and terms of the 2027 Executive Bonus Plan, including the applicable performance targets and any additional bonus potential based on stretch goals, will be determined by the Compensation Committee. Any 2027 restricted stock awards, including the number of shares subject to each award and the other terms and conditions thereof will be determined and approved by the Compensation Committee at the time of grant.
Mr. Waite will participate in our Change in Control Severance Plan as Chief Executive Officer.