~~Thank you for your continued support of Equity LifeStyle Properties, Inc.~~

By Order of the Board of Directors

David P. Eldersveld

Executive Vice President, Chief Legal Officer and Corporate Secretary

March 15, ~~2021~~2022

EQUITY LIFESTYLE PROPERTIES, INC.

TABLE OF CONTENTS


			Page
Proxy Statement Summary			1
Our Nature: Uniting People, Places and Purpose			4
Corporate Governance			6
Governance Policies, Code of Ethics and Committee Charters			6
Board and Committee Self-Evaluation Process			6
Engaging with Our Stakeholders			7
Stockholder Communications with the Board			67
Non-Management Directors' Executive Sessions			7
Board Leadership Structure ~~and Role in Risk Oversight~~			78
Management Development and Succession Planning			8
Risk Oversight			8
Cyber Security			9
Securities Hedging Policy			89
Securities Pledging Policy			810
Political Contributions Policy			911
Committees of the Board; Meetings			911
Board Composition, Refreshment and ~~Refreshment~~Diversity			1013
Executive Officers' Biographical Information			1213
Stockholder Right to Amend the Bylaws			13
Proposal No. 1 - Election of Directors			1314
Independence of Directors			1314
Nominee Information, Qualifications, Skills and Experience			1314
Nominees' Biographical Information			1416
Director Compensation			1720
Proposal No. 2 - Ratification of the Selection of Independent Registered Public Accounting Firm			1922
Audit Committee Report			2023
Compensation Discussion and Analysis			2124
Compensation Committee Report			3237
Executive Compensation			3338
Summary Compensation Table			3338
Grants of Plan-Based Awards			3439
Outstanding Equity Awards at Fiscal ~~Year End~~Year-End			3540
Option Exercises and Stock Vested			3540
Potential Payments Upon Termination of Employment or Change in Control			3641
CEO Pay Ratio			3641
Narrative Disclosure of the Company's Compensation Policies and Practices as ~~they~~They Relate to Risk Management			3641
Compensation Committee Interlocks and Insider Participation			3641
Proposal No. 3 - Non-Binding, Advisory Vote on Executive Compensation			3742
Security Ownership of Certain Beneficial Owners			3843
Security Ownership of Management and Directors			3844
Questions and Answers About the Annual Meeting			4045
Additional Information			4247
Certain Relationships and Related Transactions			4247
Delinquent Section 16(a) Reports			4247
Stockholder Proposals for the ~~2022~~2023 Annual Meeting			4247
~~2020~~2021 Annual Report			4248
Householding of Proxy Materials			4348
Other Matters			4348
Appendix A			4449

PROXY STATEMENT

________________

This Proxy Statement contains information related to the ~~2021~~2022 Annual Meeting of Stockholders (the "Annual Meeting") of Equity LifeStyle Properties, Inc., a Maryland corporation (the "Company", "ELS" or "we", "us", or "our"), which will be held on Tuesday, April ~~27, 2021,~~26, 2022, at 9:00 a.m. Central Time. The Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~ELS2021~~ELS2022 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials. On March 17, 2022, these proxy materials and our annual report are being mailed or made available to stockholders.

PROXY STATEMENT SUMMARY

The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.

Summary of Matters ~~For~~for Stockholder Voting


Proposal		Board's Voting Recommendation
Proposal 1	Election of Directors	FOR each nominee
Proposal 2	~~Approval~~Ratification of the Appointment of Independent Accountant	FOR
Proposal 3	Advisory Vote on Executive Compensation	FOR
Stockholders will consider any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

Unless directions are set forth on the proxy, the representatives holding proxies will vote

as recommended by the Board of Directors, or if no recommendation is given, in their own discretion.

About Equity LifeStyle Properties

Equity LifeStyle Properties is a fully integrated owner of lifestyle-oriented properties consisting of property operations and home sales and rental operations primarily within manufactured home ("MH") and recreational vehicle ("RV") communities and marinas.

~~Business Highlights~~

~~We continued our strong performance in 2020 amidst the COVID-19 pandemic.~~

~~Overall Results~~

~~One-Year TSR(1)~~

â~~7.9%~~

~~3-Year Annualized TSR(1)~~

á~~15.0%~~

~~5-Year Annualized TSR(1)~~

á~~16.3%~~

~~3-Year Stock Price(2)~~

á~~42%~~

~~5-Year Stock Price(2)~~

á~~90%~~

~~3-Year Normalized FFO(3)~~

á~~25%~~

~~5-Year Normalized FFO(3)~~

á~~50%~~

~~5-Year Annual Dividend Per Share(2)~~

á~~83% or $0.62/share~~

Business Highlights

~~__________~~

(1) Total stockholder return ("TSR") is calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in Common Stock on the day the dividend is paid.

(2) Adjusted for the two-for-one stock split effected on October 15, 2019. All ~~disclosure~~disclosures in this Proxy Statement with respect to shares or share price information ~~has~~have been adjusted for this stock split.

(3) Normalized ~~FFO~~Funds From Operations ("Normalized FFO") is a non-GAAP measure. See Appendix A to this Proxy Statement for a discussion and reconciliation to the most directly comparable GAAP measure.


~~2020~~ 2021 Accomplishments(1)			■l ~~Added 1,058 expansion Sites, including 549 manufactured home ("MH") sites, to our~~ Normalized FFO per common share on a fully diluted basis was $2.53, 17% higher than the year 2020. l Core Portfolio ~~during the year ended December 31,~~generated growth of 9% in income from property operations, excluding deferrals and property management compared to 2020. Our Core Portfolio includes all properties acquired prior to December 31, ~~2018~~2019 that we have owned and operated continuously since January 1, ~~2019.~~2020. ■l MH occupancy within our Core Portfolio increased by ~~293~~323 Sites ~~to 68,869 Sites as of December 31, 2020, with a weighted average occupancy of 95.2% for~~during the ~~year ended December 31, 2020 compared to 95.1% for the year ended December 31, 2019.~~year. ■l Manufactured homeowners within our Core Portfolio increased by ~~345 to 64,945 as of December 31, 2020 compared to 64,600 as of December 31, 2019.~~785 in 2021. ■l MHRV Annual occupancy within our Core RV and Thousand Trails portfolios increased by 1,180 sites during the year. l RV and MH rental income within our Core Portfolio increased by ~~4.6%~~12.9% and ~~1.1%~~4.7%, respectively, compared to ~~December 31, 2019.~~2020. ■l ~~Core Portfolio generated full~~Membership sales and expenses, consisting of membership upgrade sales and expenses, as well as commissions on camping and Trails Collection passes, contributed $12.5 million for the year, ~~growth~~an increase of ~~2.9% in income from property operations, excluding deferrals and property management~~$8.1 million, or 184%, compared to ~~2019.~~2020. ■l ~~Normalized Funds from Operations ("Normalized FFO") per common share on a fully diluted basis~~New home sales of 1,163 in 2021, which was ~~$2.17, 3.9% higher than~~the highest in ~~December 31, 2019.~~Company history. ■l Acquired ~~one MH community, seven~~eleven marinas, five RV communities, a parcel of land occupied by a portion of an RV community managed by a tenant pursuant to a ground lease, an 80% equity interest in a joint venture with six RV communities, MH Village/Datacomp and ~~one marina for $209.2~~three land parcels adjacent to our properties with an aggregate purchase price of $715.6 million. ■l ~~Invested $132.0 million~~Added 1,037 expansion Sites to ~~fund development activity, including the acquisition of land parcels and development assets.~~our Core Portfolio in 2021. ■~~Raised our annual dividend to $1.370 per share in 2020, an increase of 11.8% compared to $1.225 per share in December 31, 2019.~~ ■l Originated secured debt with gross proceeds of ~~$662.3~~$270.0 million with ~~an average~~a maturity of ~~12.0~~10 years and ~~a weighted average~~an interest rate of ~~2.6%~~2.4%. We used these proceeds to repay $67.0 million of debt ~~of $414.9 million~~due to mature in 2022 at a weighted average rate of ~~4.1% with a remaining weighted average maturity of 1.9 years.~~5.1%. The remainder of the proceeds were used to repay a portion of the outstanding balance on the line of credit. l Closed on an amended revolving line of credit ~~throughout~~with borrowing capacity of $500.0 million and a $300.0 million term loan. l Raised our annual dividend for 2022 to $1.64 per share of Common Stock, an increase of 13.1% or $0.19, over the ~~year.~~current $1.45 per share of Common Stock for 2021. l Sold approximately 1.7 million shares of Common Stock under our ATM equity offering program with a weighted average price of $84.48 per share for net proceeds of $138.4 million.

(1)

Capitalized terms not defined herein shall have the meaning ascribed to them in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.


Governance Highlights
■l8 out of 10 Director Nominees are Independent ■lIndependent Lead Director ■lIndependent Audit Committee ■lIndependent Compensation, Nominating & Corporate Governance Committee ■lIndependent Compensation Consultant to Advise the Compensation, Nominating & Corporate Governance Committee ■lSeparate Board Chairman and CEO ~~Separate~~ ■lExecutive Sessions of Non-Management Directors ■lRisk Oversight by Board and Committees lFour New Directors Added Within Last Five Years ■lOngoing Succession Planning ■lAll Directors Stand for Election Each Year	■l Director Resignation Policy ■l Annual Board and Committee Evaluation Process ■	l All Audit Committee Members are Financial Experts ■l Frequent Stockholder Engagement Efforts ■l No Poison Pill ■l Active Shareholder Engagement l Ability to Amend Bylaws by a Majority Vote by any Stockholder ■l Business Ethics and Conduct Policy for Directors, Officers and Employees ■l Prohibition Against Hedging Company Shares ■l Internal Disclosure Committee for Financial Controls ■~~Disclosure of Political Contributions and Expenditures~~


~~Compensation Highlights~~
■l No Employment Agreements ~~with NEOs~~ ■l ~~Three-Year Vesting of Restricted Stock Awards~~Performance Driven Executive Compensation ■l ~~Performance Target-Based Restricted Stock Awards~~ ■~~Stock~~Meaningful Share Ownership Guidelines for ~~Board~~Directors and ~~NEOs~~ ■~~Performance-Based Cash Bonus Compensation~~Executives

The Board values diversity in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and experience, and believes that as a group, the nominees bring a diverse range of thought and ~~perspectives~~perspective to the Board's deliberations.


Compensation Highlights
l No Employment Agreements with NEOs l Three-Year Vesting of Restricted Stock Awards l Performance Target-Based Restricted Stock Awards			l Stock Ownership Guidelines for Board and NEOs l Performance-Based Cash Bonus Compensation

OUR NATURE: UNITING PEOPLE, PLACES AND PURPOSE

Environmental, Social and Governance ("ESG") Highlights

At ELS, sustainability is at the core of our nature. ~~In 2020, the Company introduced its~~Our sustainability strategy is in "Our Nature: Uniting People, Places and Purpose" ~~in our inaugural sustainability report.~~. While rooted in protecting and enhancing the environments where we live, work and play, Our Nature also speaks to our culture of opportunity, inclusivity, caring, transparency and respect. The tagline, "Uniting People, Places & Purpose," embodies the three tenets of Our Nature:

■~~How We Treat the Planet (environment)~~

■~~How We Treat each Other (social)~~

■~~How We Hold ourselves Accountable (governance)~~

Information on our sustainability practices can be found in our ~~2019~~2020 Sustainability Report, which ~~is available at~~ ~~www.equitylifestyleproperties.com/sustainability~~ ~~and~~ includes disclosures that ~~are intended to comply with~~reference the Global Reporting Initiative (GRI) standards. Information on our environmental performance and methodology for 2018 - 2020 energy, greenhouse gas emissions and water metrics can be found in our Environmental Performance Report. These reports and other sustainability policies and collaborations are available at www.equitylifestyleproperties.com/sustainability. Such information is not considered part of, nor incorporated by reference into, this Proxy Statement.

ELS’ commitment to sustainability embraces a holistic approach which aims to support our business model, minimize our environmental impact, maintain a safe and healthy workplace and uphold a high standard of business ethics and conduct. We understand the value of continuing to focus on sustainable practices and the highest standard of business ethics and practices, as they are critical to our overall success and building long-term stakeholder value. With a dedicated Sustainability team, we are committed to incorporating ESG principles into our business operations in collaboration with heads of departments.


~~ESG Taskforce~~			■~~Formed in 2019~~ ■~~Governed by a charter~~ ■~~Led by the sustainability team and overseen by the Company's Executive Vice President and Chief Operating Officer~~ ■~~Reports to the Compensation, Nominating and Corporate Governance Committee of the Board on a quarterly basis~~ ■~~Audit Committee has oversight of review of policies with respect to risk assessment~~In 2019, we formed an Environmental, Social and Governance Taskforce (“ESG Taskforce”) to support our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively “ESG Matters”). Led by the sustainability team and overseen by our Chief Operating Officer, the ESG Taskforce is comprised of a cross-functional team of employees from asset management, investor relations, compliance, communications, operations, marketing, risk management, financial reporting, legal and human resources that assists Company management ~~including, but not limited to, any human rights and ESG risks~~
			~~Assists Management~~ and the Board in: ■~~Setting general strategy and objectives relating to ESG matters~~ ■~~Developing, implementing and monitoring initiatives and policies based on that strategy~~ ■~~Overseeing communications with employees, investors and stakeholders with respect to ESG matters~~ ■~~Monitoring and assessing risks and opportunities relating to, and improving the Company’s understanding of ESG matters~~

ü Setting general strategy and objectives relating to ESG matters;

ü Developing, implementing and monitoring initiatives and policies based on that strategy;

ü Overseeing communications with employees, investors and stakeholders with respect to ESG matters; and

ü Monitoring and assessing risks and opportunities relating to, and improving the Company's understanding of, ESG matters.

On a quarterly basis, the ESG Taskforce reports on ESG Matters to the Compensation, Nominating and Corporate Governance Committee (the "Compensation Committee") of the Board of Directors and senior management. The Compensation Committee is responsible for the review of our ESG strategy, initiatives and policies. Additionally, the Audit Committee is responsible for the discussion and review of policies with respect to risk assessment and risk management, including, but not limited to, human rights and ESG risks. The Strategic Planning Committee further assists the Board in assessing ESG strategies.

The health and safety of residents, guests and employees are always at the forefront of our business decisions. When the COVID-19 pandemic reached North America in early 2020, we responded quickly to enact a range of safety and assistance measures across its portfolio while complying with state and local shelter in place orders. Several of these initiatives are shown in the following highlights.

~~Highlights of our Sustainability Strategy and Accomplishments~~


~~Our People~~ ELS works to create a comfortable and welcoming environment for everyone – residents, guests, and employees. With a culture of recognition and reputation for excellence, ELS teammates are empowered to take ownership in their jobs and make a difference.	~~Our Places~~ We consider it a great responsibility to own and operate lifestyle-oriented properties among diverse landscapes and natural habitats and to ensure our properties remain desirable destinations for future generations.	~~Our Purpose~~ It is of the utmost importance to us that we maintain the highest level of ethical standards in our processes, customs and policies. Whether we are working with customers or vendors, our actions are guided by a clear set of established principles.
■~~Signed CEO Action for Diversity and Inclusion~~ ■~~Launched a new learning component of our Diversity, Equity and Inclusion initiative~~ ■~~More than 50% of our workforce self-identified as female and more than 50% of our management positions are held by individuals self-identifying as female~~ ■During the COVID-19 pandemic, we have placed the health and safety of our employees first, which included introducing an emergency time-off program for our property employees and provided a one-time property employee appreciation bonus ■~~Supported the safety of our property employees and customers by launching a new contactless check-in option for our RV guests and virtual tours for prospective MH residents~~ ■~~Initiated the "Making a Difference in Our Communities" program~~ ■~~Partnered with local health departments and community homeowners’ associations to host COVID-19 vaccination events for residents of our communities and surrounding areas~~	■~~Improving the quality of our housing stock through the purchase of ENERGY STAR® certified homes, where available~~ ■~~Investing in LED and smart thermostats to drive energy efficiency~~ ■~~Investing in water and electric submeters with a real time automatic meter reading system to monitor usage and proactively identify water leaks and wasted energy~~ ■~~WaterWise Community Campaign is an opportunity for our resorts and customers to share our commitment to water sustainability~~ ■~~Encouraging environmental conservation through Loggerhead Marinelife Center Partnership~~	■~~Named one of America's most responsible companies for 2021 by Newsweek~~ ■~~Published Our Inaugural Sustainability Report "Our Nature: Uniting People, Places & Purpose"~~ ■~~Gender Diversity - 30% of Director Nominees are Female~~ ■~~Adopted Vendor Code of Conduct~~ ■~~Human Rights and Labor Rights Statement for Directors, Officers, Employees and Vendors~~

CORPORATE GOVERNANCE

Governance Policies, Code of Ethics and Committee Charters

The Board regularly evaluates the Company's corporate governance policies and benchmarks those policies against the rules and regulations of governmental authorities, the best practices of other public companies and suggestions received from various authorities. The Board has adopted the Company's Guidelines on Corporate Governance, as amended. The Company's Guidelines on Corporate Governance require that a majority of the Directors be independent within the meaning of New York Stock Exchange ("NYSE") standards. The Company’s common stock ("Common Stock") is listed on the NYSE under the ticker symbol "ELS." The Company has also adopted a Business Ethics and Conduct Policy, which applies to all Directors, officers and employees of the Company. We will disclose on our website any amendment to, or waiver of, any provision of the Business Ethics and Conduct Policy applicable to our Directors and executive officers ("Executive Officers" or "NEOs") that would otherwise be required to be disclosed under the rules of the Securities and Exchange Commission ("SEC") or NYSE.

Our Guidelines on Corporate Governance include a Director resignation policy, whereby an incumbent Director who fails to receive a majority of the votes cast in an uncontested election is expected to submit his or her resignation. If an incumbent Director fails to receive such a majority vote and tenders his or her resignation, the ~~Board's~~ Compensation ~~Nominating and Corporate Governance~~ Committee ~~(the "Compensation Committee")~~ will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action is recommended, taking into account any information that it considers appropriate and relevant, including the circumstances that led to the failure to receive the vote, if known. The Board will act on the tendered resignation within ninety (90) days following certification of the stockholder vote and will promptly disclose its decision and rationale as to whether to accept the resignation (or the reasons for rejecting the resignation, if applicable) in a press release, filing with the SEC or other public announcement. On an annual basis, a Board evaluation process is completed whereby the Board's Lead Director (the "Lead Director"), Philip Calian, conducts interviews independently with each Director. The evaluation process includes an assessment of the performance of the Board and each Board committee as a whole, and individual Directors, with a focus on areas such as independence and objectivity, attendance, participation and input, knowledge and expertise, insightfulness and forethought, preparation and commitment to improvement. The Lead Director discusses the results of these evaluations with the Directors individually as necessitated and with the Board and each Board committee as a whole. Our Guidelines on Corporate Governance also provide that the Compensation Committee will have oversight with respect to executive officer succession planning and management development plans.


Key Corporate Governance Documents
Please visit the Company's website at www.equitylifestyleproperties.com in the investor relations section under "Corporate Governance" or "Sustainability" to view the following documents:
■l Company Charter l Company Bylaws l Guidelines on Corporate Governance ■l Business Ethics and Conduct Policy ■l Audit Committee Charter ■l Compensation, Nominating and Corporate Governance Committee Charter			■l Environmental, Social and Governance Policy ■l Political Contributions Policy ■l Human Rights and Labor Rights Statement ■l Vendor Code of Conduct l Anti-Corruption Compliance Policy l Economic Sanctions & Anti-Money Laundering Laws Compliance Policy
These documents are also available free of charge by sending a written request to Equity LifeStyle Properties, Inc., Attn: Investor Relations, Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, or by emailing our Company's Investor Relations Department at investor_relations@equitylifestyle.com. No information contained on the Company's website is part of or incorporated into this Proxy Statement.

Board and Committee Self-Evaluation Process

On an annual basis, a Board evaluation process is completed whereby the Board's Lead Director (the "Lead Director"), Philip Calian, conducts interviews independently with each Director. The evaluation process includes an assessment of the performance of the Board and each Board committee as a whole, and individual Directors, with a focus on areas such as independence and objectivity, meeting attendance, participation and input, knowledge and expertise, insightfulness and forethought, preparation and commitment to improvement. The Lead Director discusses the results of these evaluations with the Directors individually as necessitated and with the Board and each Board committee as a whole.

Engaging with Our Stakeholders

We place great importance on consistent dialogue with all our stakeholders, including stockholders, employees, customers and members of the communities that we serve. We regularly engage in discussions with, and provide comprehensive publicly-available information for, constituents interested in our strategy, performance, governance, citizenship, stewardship and environmental compliance. We are receptive to stakeholder input, and we are committed to transparency and proactive interactions.

We maintain an active dialogue with our investors, which includes meetings with investors and regular participation in investor conferences. Management periodically discusses feedback, including key themes and insights gained from our investor outreach at Board and Board Committee meetings, as appropriate. Additionally, the Compensation Committee takes into consideration the results of the annual advisory vote on the Company's executive compensation. At the 2021 annual meeting of stockholders, 90.4% of all the votes cast approved the compensation program described in the proxy statement for the 2021 annual meeting of stockholders. Although each Director is encouraged to attend each annual meeting of stockholders, the Board has no formal policy with respect to such attendance. Nine of ten Directors in office as of the date of the 2021 annual meeting of stockholders attended that virtual stockholder meeting.

Stockholder Communications with the Board

The Board's Lead Director is Mr. Calian who, as an independent Director, acts in the lead capacity to coordinate the other independent Directors, consults with our Chief Executive Officer on Board agendas, chairs the executive sessions of the non-management Directors and performs such other functions as the Board may direct. Any stockholder or other interested party who has a concern or inquiry regarding the conduct of the Company may communicate directly with the Lead Director, who will receive all such communications on behalf of the Board or the non-management ~~Directors (as applicable).~~ Directors.

Communications may be confidential or anonymous, and may be submitted in writing ~~to the~~ or by email to:

Lead Director, c/o Corporate Secretary

Equity LifeStyle Properties, Inc.,

Two North Riverside Plaza, Suite 800

Chicago, Illinois ~~60606.~~ 60606

Email: Investor_Relations@equitylifestyle.com

All ~~written~~ communications will be received and processed by our Corporate Secretary, and all substantive communications will be referred to the Lead Director. All such communications will be reviewed and, if necessary, investigated and/or addressed by

the Lead Director and the status of such communications will be reported to the Board or the non-management Directors (as applicable) on a quarterly basis. The Lead Director may direct special treatment, including the retention of outside advisors or counsel, for any such concern or inquiry.

The Board and our management value the perspectives of our stockholders. Accordingly, we maintain an active dialogue with our investors, which includes meetings with investors and regular participation in investor conferences. We are open to investor feedback, including with respect to corporate governance, ESG and executive compensation matters. Management periodically discusses feedback, including key themes and insights gained from our investor outreach at Board and Board Committee meetings, as appropriate. Additionally, the Compensation Committee takes into consideration the results of the annual advisory vote on the Company's executive compensation. At the 2020 annual meeting of stockholders, over 91% of all the votes cast approved the compensation program described in the proxy statement for the 2020 annual meeting of stockholders.

Although each Director is encouraged to attend each annual meeting of stockholders, the Board has no formal policy with respect to such attendance. Nine of ten Directors in office as of the date of the 2020 annual meeting of stockholders attended that virtual stockholder meeting.

Non-Management Directors' Executive Sessions

Executive sessions of the Company's non-management Directors are scheduled in connection with regularly scheduled meetings of the Board and are held without management present. Executive sessions may also be held at such other times as requested by the non-management Directors. The Lead Director presides at these executive sessions. During the year ended December 31, ~~2020,~~2021, the non-management Directors held four executive sessions.

Many regular quarterly Board committee meetings include educational briefings from management regarding a wide variety of strategic initiatives. The Company also provides an orientation program for new Directors, which includes an overview of duties and our corporate governance policies, as well as one-on-one sessions with each member of executive management on the Company's strategy and industry.

Board Leadership Structure ~~and Role in Risk Oversight~~

The Company has separated the positions of chairman of the board and chief executive officer since 1996. Samuel Zell currently serves as Chairman of the Board, and Marguerite Nader currently serves as our President and Chief Executive Officer ("CEO") and is a member of the Board. Mr. Zell has served as Chairman of the Board since March 1995, and was previously Co-Chairman of the Board from December 1992 to March 1995, and is uniquely qualified to serve in this capacity. Mr. Zell is an active investor in public and private companies around the world to which he provides strategic direction. He has more than 50 years of experience as a chairman, director and executive of various companies, has managed billions of dollars in global investments and has a strong track record of stewarding companies towards the maximization of their potential. Mr. Zell is recognized as a founder of the modern real estate investment trust industry and is a champion for increased transparency by public companies. As our Chairman, Mr. Zell presides over meetings of the Board, stewards the Company, regularly counsels executive management regarding strategy and provides executive management with a network of resources across the industry. Mr. Calian, an independent Director, serves as the Board's Lead Director as discussed above. The Board has determined that this leadership structure is appropriate as it allows the CEO to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including economic, environmental and regulatory risks, and others such as the impact of competition and weather conditions. The Company believes one way to manage risk is to maintain balance sheet flexibility and evaluate major capital items, including dividend policy, debt policy, acquisitions and dispositions, and equity and debt issuances, in light of the potential impact on financial flexibility. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed by management are adequate and functioning as designed.

The Board believes that establishing the right "tone at the top" and full and open communications between management and the Board are essential for effective risk management and oversight. Our CEO meets quarterly with Board Committee chairpersons, updating them on a variety of matters, including risk management and related controls. Our CEO also meets monthly with our Lead Director. Our Executive Officers attend each quarterly Board meeting and are available to address any questions or concerns raised by the Board on risk management-related and any other matters. At the quarterly Board meetings, the Board receives presentations from our Executive Officers on strategic matters involving the Company's operations.

While the Board is ultimately responsible for risk oversight at the Company, our four Board Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, compliance with legal and regulatory requirements; and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management, including, but not limited to, insurance coverage, interest rate risk management, cyber technology, human rights and ESG risks. Our management regularly provides risk assessment reports to the Audit Committee, including reports relating to regulatory and cybersecurity matters. With respect to cybersecurity matters, the reports provided by management to the Audit Committee include cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks, as well as updates as to changes to the Company's cybersecurity risk profile or certain newly identified risks. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and risks associated with Board organization, membership and structure, succession planning, and corporate governance. The Executive Committee of the Board (the "Executive Committee") assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the acquisition, disposition and financing of investments for the Company. The Strategic Planning Committee of the Board (the "Strategic Planning Committee") assists the Board in fulfilling its oversight responsibilities with respect to the management of risks related to Company strategy and potential strategic initiatives.

Management Development and Succession Planning

The Board's goal, through the oversight of the Compensation Committee, is to have an ongoing program for executive leadership development and succession for executive management. As reflected in the Guidelines on Corporate Governance, the Compensation Committee is responsible for overseeing the preparation of executive succession and management development plans tailored to reflect the Company's current business strategy and vision. The Compensation Committee and the CEO review these succession plans for senior management periodically and report to the Board on these plans. The succession plan involves creating profiles of ideal candidates and selecting successors expected to fit the needs of the Company over time. Individuals who are identified as high potential leaders are given exposure and visibility to Board members through formal presentations and informal events.

Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including economic, environmental and regulatory risks, and others such as the impact of competition, cyber security and weather conditions. The Company believes one way to manage risk is to maintain balance sheet flexibility and evaluate major capital items, including the dividend policy, debt policy, acquisitions and dispositions, and equity and debt issuances, in light of the potential impact on financial flexibility. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed by management are adequate and functioning as designed.

While the Board is ultimately responsible for risk oversight at the Company, our four Board Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk.

Board of Directors

Oversees the Company's most significant risks and ensures that management responds
with appropriate strategic and tactical mitigation plans.


Board Committees
Audit	Compensation	Executive	Strategic Planning
..............................................… Oversees Risk Related to ..................................................
•Financial Reporting •Internal Controls •Compliance with Legal & Regulatory Requirements •Risk Assessment and Risk Management •Insurance Coverage •Interest Rates •Cyber Security •Human Rights •ESG	•Compensation Policies & Programs •Board Organization, Membership & Structure •Succession Planning •Corporate Governance •ESG	•Property Acquisitions •Property Dispositions •Financing of Investments	•Company Strategy •Strategic Initiatives •Capital Planning and Investment •ESG

Cyber Security

The Audit Committee is primarily responsible for oversight of the risk management process related to cyber security. Our Executive Officers and senior management meet with the Audit Committee at least quarterly to discuss the Company's cyber security defense strategy. Topics discussed during these meetings include defense of our business systems and information against cyber attacks and our efforts to comply with data privacy laws such as the California Consumer Privacy Act. During these meetings, the Audit Committee is also informed of recent trends in cyber risks. Certain risks relating to cyber security are also discussed occasionally with our Board of Directors.

The Company addresses potential threats or disclosure of any confidential personally identifiable information it holds by implementing a variety of security measures intended to protect the confidentiality and security of this information. These measures include, but are not limited to: (a) engaging reputable, recognized firms to help us design and maintain our information technology ("IT") and data security systems; (b) conducting periodic testing and verification of information and data security systems, including performing penetration testing of our systems to discover where any vulnerabilities may exist; (c) providing periodic employee awareness training around phishing and other scams, malware and other cyber risks; and (d) timely deletion of personally identifiable information that no longer has a business purpose to be retained. Employees are required to complete the full IT security training curriculum on an annual basis. In addition, the Company conducts monthly phishing tests on all employees, and any employee that fails is enrolled in a phishing refresher course.

The Company has cyber liability insurance which provides coverage for certain risks arising out of data and network breaches and data privacy regulations and has an aggregate limit and a per occurrence retention. Cyber liability insurance generally covers costs associated with the wrongful release, through inadvertent breach or network attack, of personally identifiable information and credit card primary account number information. Our insurance also contains cyber extortion and business interruption coverage. In addition, the Company maintains a disaster recovery plan for our internal IT systems and makes regular updates to our security incident plan.

Securities Hedging Policy

The Company's hedging policy is included in the Company's Policy on Securities Trading and reads as follows: "Directors and officers (and any member of the director's or officer's family sharing the same household) are prohibited from engaging in short sales (including buying puts or selling calls) or any other hedging transactions with

respect to any equity securities of the Company held by them, which includes the purchase of any financial instrument (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to hedge or offset any decrease in the market value of such equity securities."

Securities Pledging Policy

Our Board has consistently and closely monitored pledging activity and has examined any potential risks associated with any such pledging by our Directors and Executive Officers. In March 2017, the Board adopted a Securities Pledging Policy with the elements set forth below, which in its business judgment provides appropriate protections of stockholder interests. ~~All Directors and Executive Officers are currently in compliance with this policy.~~

■üPledging of our shares of Common Stock and Operating Partnership ("OP ~~Units~~Units") by Directors and Executive Officers is not permitted without the prior approval of the Audit Committee.

■üFor shares of Common Stock held in brokerage accounts, margin loans using our shares of Common Stock as collateral are prohibited.

■üWhen considering whether to permit a proposed pledge, the Audit Committee shall consider factors that it deems relevant, which may include, but are not limited to:

•the number of shares of Common Stock or OP Units to be pledged and the aggregate market value of the position;

•the percentage of the Company’s outstanding shares of Common Stock, on an as-converted basis, represented by the equity to be pledged;

•the value of the equity to be pledged as compared to the net worth of the individual and other factors bearing

on the ability of the individual to prevent a forced sale of the pledged position;

•the number of days required to unwind the proposed pledge;

•the structural protections in the borrowing arrangement to guard against foreclosure on the pledged position, including whether there are other assets securing the loan; and

•historical share prices and trends in trading volumes with respect to the Company’s equity.

■üFor any new loan which includes a proposed pledge of our shares of Common Stock and/or OP Units to be considered by the Audit Committee, the loan must contain the following structural parameters intended to mitigate the risk of a forced sale as a result of a decline in the market price of our Common Stock and OP Units:

•the loans must be compliant with the requirements of Federal Reserve Regulation U, limiting the amount of any such loan to a maximum 50% of the value of collateral, as measured at the time of borrowing; and

•the loan and pledge arrangements may not contain provisions requiring automatic or forced sales, prior to notice and a cure period of not less than three business days between when specific loan-to-value thresholds are exceeded and when lenders have the right to exercise remedies under the pledge arrangement.

Political Contributions Policy

The Company has a robust policy governing political expenditures. Under the policy approved by the Board, any political spending by the Company must be legitimately linked to the Company's business purposes and strategic intent, approved by the Chief Executive Officer, and reviewed annually by the Compensation Committee. The policy is available on the Company's website at www.equitylifestyleproperties.com in the investor relations section under "Corporate Governance."

Committees of the Board; Meetings

During the year ended December 31, ~~2020,~~2021, the Board held four meetings. Each of the Directors attended ~~100%~~94% or more of the total number of meetings of the Board and the committees on which he or she served. The members of the Board committees are elected by the Board each year at the Board meeting that is held after the annual meeting of stockholders.

The four standing committees of the Board are: Audit Committee, Compensation, Nominating and Corporate Governance Committee, Executive Committee, and Strategic Planning Committee. The Board has determined that each member of the Audit Committee and Compensation Committee is an "independent" Director within the meaning set forth in the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee and Compensation Committee each are governed by a charter which generally states the purpose of the committee and outlines the committee's structure and responsibilities. These charters are available on our website. The current membership information for our Board committees is presented below. ~~On February 9, 2021, Mr. Huang informed the Board that he will not stand for reelection at the Company's Annual Meeting.~~

~~Executive Committee~~


Executive Committee

Members:~~Thomas Heneghan (Chair), Samuel Zell, Philip Calian~~ Thomas Heneghan (Chair) Samuel Zell Philip Calian						•Authorizes the acquisition, disposition and financing of investments by the Company (including the issuance of additional limited partnership interests of MHC Operating Limited Partnership), in each case, below certain thresholds set by the Board, without the need for further Board approval. •Authorizes contracts and agreements, including those related to the borrowing of money by the Company, in each case, below certain thresholds set by the Board, without the need for further Board approval. ~~Audit Committee~~ ~~Members:Philip Calian (Chair), David Contis, Tao Huang,~~ ~~Scott Peppet~~ ~~Number of Meetings in 2020: 10~~ •~~Engages our Independent Accountants.~~ •~~Reviews with our Independent Accountants the plans for and results of the audit engagement.~~ •~~Approves professional services provided by our Independent Accountants.~~ •~~Reviews the independence of our Independent Accountants.~~Authorizes the acquisition, disposition and financing of investments by the Company (including the issuance of additional limited partnership interests of MHC Operating Limited Partnership), in each case, below certain thresholds set by the Board, without the need for further Board approval. •Authorizes contracts and agreements, including those related to the borrowing of money by the Company, in each case, below certain thresholds set by the Board, without the need for further Board approval.

~~Nominees' Biographical Information~~

~~Samuel Zell~~

~~Chairman of Board~~

~~Executive Committee~~

~~Age 79~~

~~Director since 1992~~

Mr. Zell has been Chairman of the Board of the Company since March 1995 and was CEO from March 1995 to August 1996. Mr. Zell was Co-Chairman of the Board from December 1992 until March 1995. Mr. Zell was a director of Mobile Home Communities, Inc., the former manager of the Company’s manufactured home communities, from 1983 until its dissolution in 1993. Mr. Zell serves as chairman of Equity Group Investments ("EGI"), the private investment firm he founded more than 50 years ago. EGI is a division of Chai Trust Company, LLC ("Chai Trust"). EGI is the private investment firm that manages Sam Zell's and the Zell Family's wealth. Mr. Zell is also the chairman of Equity International, a private investment firm focused on real estate-related companies outside the United States. Mr. Zell has served as chairman of the board of Equity Distribution Acquisition Corp., a special purpose acquisition company targeting opportunities to apply technological advancement within the industrial industry, since 2020. Mr. Zell has been chairman of the board of Equity Residential, a publicly traded real estate investment trust ("REIT"), which owns and operates apartment properties, since 1993. Mr. Zell has been chairman of the board of Equity Commonwealth, a publicly traded office REIT, since 2014. Mr. Zell has been chairman of the board of Covanta Holding Corporation, a publicly traded international leader in converting waste to energy, since September 2005, was previously a director from 1999 until 2004, and served as its president, chairman and chief executive officer from July 2002 to October 2004. Mr. Zell served as chairman of the board of Anixter International, Inc., a publicly traded global supplier of communications and security products from 1984 until its sale in June 2020. Mr. Zell was a trustee and chairman of the board of trustees of Equity Office Properties Trust, a publicly traded REIT primarily focused on office buildings, from October 1996 until its sale in February 2007, and was its chief executive officer from April 2002 to April 2003, and its president from April 2002 to November 2002. Mr. Zell is an active philanthropist with a focus on entrepreneurial education. Through the Zell Family Foundation, he has led the sponsorship of several leading entrepreneurship programs, including: the Zell/Lurie Institute for Entrepreneurial Studies at University of Michigan’s Ross School of Business; the Zell Fellows Program at Northwestern University’s Kellogg School of Management; and the Zell Entrepreneurship Center at the Interdisciplinary Center Herzliya (IDC). The Zell Global Entrepreneur Network (ZGEN) unites the students and alumni of these programs and actively provides them with connections, opportunities, mentorship and support. Mr. Zell also sponsors the Samuel Zell/Robert Lurie Real Estate Center at University of Pennsylvania’s Wharton Real Estate Center. Mr. Zell is the father-in-law of Mr. Scott Peppet, who serves on the Board.

~~Thomas Heneghan~~

~~Vice Chairman of Board~~

~~Executive Committee (Chair)~~

~~Strategic Planning Committee (Chair)~~

~~Age 57~~

~~Director since 2004~~

Mr. Heneghan has been Vice Chairman of the Board since May 2018 and was Co-Vice Chairman from 2013 to 2018. Mr. Heneghan has been chief executive officer of Equity International, a private investment firm focused on real estate-related companies, since February 2013. Mr. Heneghan was Chief Executive Officer of the Company from January 2004 to February 2013 and President of the Company from February 2011 to May 2012. He was also President of the Company from January 2004 to January 2008. Mr. Heneghan was President and Chief Operating Officer of the Company from May 2000 to December 2003. He was Executive Vice President, Chief Financial Officer and Treasurer of the Company from April 1997 to May 2000, and Vice President, Chief Financial Officer and Treasurer of the Company from February 1995 to March 1997. Mr. Heneghan has been a director of Farmland Partners Inc., a publicly traded real estate company that owns and seeks to acquire high-quality North American farmland, since December 2020. He is a senior managing director of Chai Trust. He is a member of the Urban Land Institute’s Global Exchange Council.

Mr. Berkenfield has been a partner and the chief executive officer of Duncan Channon, a nationally acclaimed, independent advertising agency, since January 2009. Mr. Berkenfield joined Duncan Channon in January 2000 as the agency’s general manager. Prior to 2000, Mr. Berkenfield held senior positions at Foote, Cone & Belding, a global advertising agency, and Lintas: NY, an advertising communications company.

Mr. Burks was a partner at Ernst & Young, LLP, a public accounting firm, from 2002 until his retirement in 2017 and served as the managing partner of the Indianapolis office from 2004 to 2017. Mr. Burks was employed by Arthur Andersen, a public accounting firm, from 1978 to 2002, where he served for three years as the managing partner of the Indianapolis office. Mr. Burks has been a director of Duke Energy, a publicly traded electric power holding company, since March 2022. Mr. Burks has been a director of Kite Realty Group Trust, a publicly traded shopping mall REIT, since 2021. Mr. Burks was a director of Vectren Corporation, a publicly traded regional energy company, from 2017 until the time of its sale in 2019 and was a member of its Audit Committee and Finance Committee. Mr. Burks’ business experience spans small businesses, large international corporations and public companies. He has extensive merger and acquisition, capital markets, enterprise risk and SEC expertise. Throughout his career he has served companies in various industries, including energy, manufacturing, mass merchandising, and logistics with a focus for more than 25 years in real estate (REITs).

Mr. Calian has been the Board's Lead Director since 2019. Mr. Calian has been founder and managing partner of Kingsbury Partners LLC since January 2002. Kingsbury Partners LLC is a private equity and consulting firm focused on providing capital and ownership skills to middle market distressed businesses. Mr. Calian also served as operating partner of Waveland Investments LLC, a Chicago-based private equity firm with committed equity capital, from July 2003 until December 2019. Prior to founding Kingsbury Partners LLC, Mr. Calian was chief executive officer of American Classic Voyages Co., a publicly traded travel and leisure company, from 1995 until 2002. Mr. Calian is managing member of MCS Investment Group, LLC, a private producer and seller of mineral well brine; Hudson Lock, LLC, a private lock and hardware manufacturer; and Lewis County Press, LLC, a community newspaper publisher. Mr. Calian is a member of the board of directors of CC - Development Group, Inc., a private owner and operator of senior living communities.

Mr. Contis has been a principal of Agora Advisors, Inc., which provides consulting services to domestic and international real estate and retail companies, since May 2017. Mr. Contis was president - mall platform and senior executive vice president of Simon Properties Group, Inc., a publicly traded retail REIT, from May 2011 to May 2017. Mr. Contis was president of real estate for EGI from November 2006 to May 2011. He was executive vice president and chief operating officer of The Macerich Company, a publicly traded shopping center REIT, from May 1997 to October 2006. Mr. Contis was employed in various capacities by affiliates of EGI from 1980 to 1997, including as vice chairman, executive vice president and chief operating officer of Equity Properties & Development L.P., from 1992 to 1997. Mr. Contis has been a director of CBL Properties, a publicly traded retail REIT since 2021. He served on the board of directors of BRMalls, Brazil’s largest shopping center company from 2008 to 2011. Mr. Contis was a director and served as a member of the board of directors, compensation committee and audit committee of Dundee Realty Corp., a Canadian-based real estate company, from 1997 to 2003. Mr. Contis is an advisor to Equity International. He is a senior managing director of Chai Trust.

Ms. Freedman is the founder and managing partner of Moderne Ventures, an early stage investment fund she founded in 2015 that is focused on technology companies in and around real estate, finance, insurance and home services. Prior to Moderne Ventures, Ms. Freedman was the vice president of strategic investments for the National Association of Realtors where she launched the investment fund Second Century Ventures in 2008, and founded REach, its technology accelerator, in 2012.

Ms. Nader has been President and CEO of the Company since February 2013. She was President and Chief Financial Officer from May 2012 to October 2012 and Executive Vice President and Chief Financial Officer from December 2011 to May 2012. Ms. Nader was Executive Vice President - New Business Development from February 2011 to December 2011. She was Executive Vice President - Sales and Marketing from February 2009 to February 2011. Ms. Nader was Senior Vice President of New Business Development from January 2007 to February 2009. She was Vice President of New Business Development from January 2001 to January 2007. Ms. Nader was Vice President of Asset Management from January 1998 to January 2001. She has been employed with the Company since 1993. Ms. Nader has been a director of Ventas, a publicly traded healthcare REIT since 2020. Ms. Nader was a trustee of Liberty Property Trust, a publicly traded industrial REIT, from June 2017, until its sale in 2020. Ms. Nader serves as Chair on the National Association of Real Estate Investment Trust ("NAREIT") Executive Board.

Mr. Peppet is president and senior managing director of the Chai Trust. Mr. Peppet is an advisor to Equity International. Mr. Peppet was a director of Anixter International, Inc., a publicly traded global distributor of network, electronic and utility power solutions, from 2014 until its sale in June 2020. Mr. Peppet brings experience in contracts, negotiations, complex transactions, legal ethics, privacy law and technology to the Board along with an outstanding record of leadership and deep experience in the legal field. Mr. Peppet is the son-in-law of Mr. Samuel Zell, who serves as Chairman of the Board. Mr. Peppet was a Professor of Law at the University of Colorado Law School from 2000 to 2019.

Ms. Rosenberg was the Board's Lead Director from 2002 to 2019. Ms. Rosenberg was a consultant to Skadden, Arps, Slate, Meagher & Flom LLP from January 2014 through 2016 and was Of Counsel at Skadden, Arps, Slate, Meagher & Flom LLP from May 2011 to December 2013. She is the former president, chief executive officer and vice chairman of EGI. Ms. Rosenberg joined EGI in 1980 as the company's general counsel and rose to become chief executive officer from 1990 to 2000 and vice chairman from 2000 to 2003 before retiring in 2003. Ms. Rosenberg was a principal of the law firm of Rosenberg & Liebentritt from 1980 to 1997. Ms. Rosenberg is an advisor to Equity International. Ms. Rosenberg was the lead director of Strategic Hotels & Resorts, Inc., a publicly traded hotel REIT, until its sale in 2015, and Cellular Dynamics International, a publicly traded producer of stem cells utilized primarily in research, until its sale in 2015. She was a former director of Rush Street Interactive, Inc., Spirit Realty Capital, Inc., General Growth Properties, Inc., CVS Caremark Corporation, Capital Trust, Inc., Avis Budget Group, Inc., Nanosphere, Inc., and Ventas, Inc., and a former trustee of Equity Residential and Equity Office Properties, all of which were publicly traded companies. Ms. Rosenberg was an adjunct professor at Northwestern University's J.L. Kellogg Graduate School of Management from 2003 until 2007. A recognized advocate for women in business, she is a co-founder and former president of the Center for Executive Women at the Kellogg School, where she continues to serve on the Center’s steering committee.

Director Compensation

The following table includes compensation information for the year ended December 31, 2021 for each non-executive Director.


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) (3)	Total ($)
Andrew Berkenfield	65,000	1,850	141,127	—	—	207,977
Derrick Burks	65,000	112,527	—	—	—	177,527
Philip Calian	65,000	195,015	—	—	—	260,015
David Contis	65,000	132,531	—	—	—	197,531
Constance Freedman	65,000	—	150,917	—	—	215,917
Thomas Heneghan	65,000	140,023	—	—	—	205,023
Scott Peppet	65,000	120,020	—	—	—	185,020
Sheli Rosenberg	65,000	107,509	—	—	—	172,509
Samuel Zell	65,000	3,192,492	—	—	—	3,257,492

(1) For 2021, the Company paid each of its non-executive Directors an annual fee of $65,000.

(2) These amounts reflect the grant date fair value, as calculated in accordance with FASB ASC Topic 718 "Stock Compensation" ("FASB ASC 718"), related to grants of restricted stock and options to purchase shares of Common Stock made in 2021.

Refer to Note 2, "Summary of Significant Accounting Policies" and Note 13, "Equity Incentive Awards," in the Notes to the Consolidated Financial Statements included in the Company's 2021 Form 10-K filed on February 22, 2022 for the relevant assumptions used to determine the valuation of our restricted stock and stock option awards.

The Board historically has approved an annual award of Restricted Common Stock to non-executive Board members in conjunction with their reelection at the annual meeting of stockholders. On April 27, 2021, upon recommendation of the Compensation Committee, the Board approved the following awards of Restricted Common Stock to non-executive Directors then in office. Each recipient was allowed to take these shares as Stock Options equal to five times the number of shares of Restricted Common Stock that would have been awarded. All shares were granted at a per share price of $68.74, the NYSE closing price of the Company’s Common Stock on April 27, 2021. The number of shares of Restricted Common Stock awarded was determined by dividing the dollar value of the award by the closing price of the Company's Common Stock on the grant date or $68.74.

•The following Directors: (i) the Chairman of the Board, (ii) the Audit Committee Chairperson and Lead Director, (iii) the Compensation Committee Chairperson, and (iv) the Executive Committee Chairperson and Strategic Planning Committee Chairperson each received an award of Restricted Common Stock for their services rendered in such capacity in 2021. Each recipient elected to take their award as Restricted Common Stock.

Mr. Zell was awarded shares of Restricted Common Stock valued at $3,085,000 for services rendered as Chairman of the Board for 2021. Accordingly, Mr. Zell was awarded 44,879 shares of Restricted Common Stock. The Compensation Committee determined that Mr. Zell’s compensation in consideration for his employment as Chairman of the Board is appropriate and in the best interests of our Company and our stockholders given his ongoing extraordinary contributions to the Company. Mr. Zell's financial acumen, extensive investment and management experience, business and strategic expertise and network of resources across the real estate industry provide significant benefits and unique opportunities to the Company and the Board. Mr. Zell brings a well-recognized brand value to the Company from his more than fifty years of experience in the real estate business and his unparalleled role in the evolution of the REIT industry. Mr. Zell has regular interactions with the Company's executive management team, including with respect to operational strategy, acquisition opportunities and balance sheet management. In addition, Mr. Zell has a distinguished track record and reputation for successfully leading companies with a focus on corporate governance and proper alignment of management and stockholder interests.

Mr. Calian, Mr. Heneghan and Mr. Contis were each awarded shares of Restricted Common Stock for services rendered as Committee Chairpersons valued at $40,000, $40,000 and $20,000, respectively. In addition, Mr. Calian was awarded shares of Restricted Common Stock valued at $40,000 for services rendered as Lead Director. Accordingly, Mr. Calian, Mr. Heneghan and Mr. Contis were each awarded 1,164, 582 and 291 shares of Restricted Common Stock, respectively.

One-third of these shares of Restricted Common Stock will vest on April 27, 2022, one-third will vest on April 27, 2023, and one-third will vest on April 26, 2024.

•With the exception of the Committee Chairpersons, each member of the Audit Committee received an award of 182 shares of Restricted Common Stock valued at $12,500 and each member of the Compensation Committee, the Executive Committee and the Strategic Planning Committee received an award of 109 shares of Restricted Common Stock valued at $7,500 for their services on their respective Committees in 2021. Mr. Berkenfield and Ms. Freedman elected to take these shares as Stock Options and each received an award of 545 and 1,090 Stock Options, respectively. These shares of Restricted Common Stock and Stock Options will vest 100% on April 27, 2022.

•Each non-executive Director received an award of Restricted Common Stock for their services rendered as a Director during 2021. With the exception of Mr. Berkenfield and Ms. Freedman, each recipient elected to take this award as Restricted Common Stock. Mr. Burks, Mr. Calian, Mr. Contis, Mr. Heneghan, Mr. Peppet, Ms. Rosenberg and Mr. Zell each received an award of 1,455 shares of Restricted Common Stock valued at $100,000. Mr. Berkenfield and Ms. Freedman elected to take these shares as Stock Options

and they each received an award of 7,275 Stock Options. One-third of these shares of Restricted Common Stock and Stock Options vested on October 27, 2021, one-third will vest on April 27, 2022 and one-third will vest on April 27, 2023.

On February 9, 2021, the Board appointed Mr. Berkenfield as a member of the Strategic Planning Committee and approved a pro-rated award of 29 shares of Restricted Common Stock to Mr. Berkenfield for his services in this capacity during 2021. These shares were granted at a per share price of $63.78, the NYSE closing price of the Company’s Common Stock on February 9, 2021 and such shares vested on February 9, 2022.

As of December 31, 2021, each non-executive Director had the following unexercised Stock Options and unvested Restricted Stock awards outstanding:


Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Number of Shares of Stock That Have Not Vested
Andrew Berkenfield	7,415	7,890	29
Derrick Burks	—	—	1,152
Philip Calian	—	—	4,111
David Contis	—	—	2,572
Constance Freedman	8,535	8,435	—

Thomas Heneghan	—	—	2,679
Scott Peppet	—	—	1,760
Sheli Rosenberg	—	—	1,578
Samuel Zell	—	—	94,865

(3) During the year ended December 31, 2021, Directors did not receive any perquisites or other compensation. The Company reimburses the Directors for travel expenses incurred in connection with their activities on behalf of the Company.

Vote Required

A plurality of the votes cast in person or by proxy at the Annual Meeting is required for the election of directors. Although we know of no reason why any nominee would not be able to serve, if any nominee should become unavailable for election, the persons named as proxies will vote your shares of Common Stock to approve the election of any substitute nominee proposed by the Board.

Board Recommendation

The Board unanimously recommends that you vote "FOR" each of the ten nominees for director to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies.

PROPOSAL NO. 2

RATIFICATION OF THE SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board recommends that the stockholders ratify the selection of Ernst & Young, LLP ("Ernst & Young") as the Company's Independent Accountants for the fiscal year ending December 31, 2022. As a matter of good corporate governance, the selection of Ernst & Young is being submitted to stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if Ernst & Young is ratified as Independent Accountants by the stockholders, the Audit Committee, at its discretion, may direct the appointment of different Independent Accountants at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Ernst & Young has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of its subsidiaries in any capacity. There have been no disagreements between the Company and Ernst & Young relating to accounting procedures, financial statement disclosures or related items. Representatives of Ernst & Young are expected to be available at the Annual Meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The following table provides information relating to the fees billed or expected to be billed to the Company by Ernst & Young for the years ended December 31, 2021 and 2020:


	2021		2020
Audit Fees(1)	$	1,371,650	$	1,312,850
Audit-Related Fees(2)	$	52,700	$	51,100
Tax Fees(3)	$	78,500	$	52,000
All Other Fees	$	—	$	—

(1) Audit fees consist of fees for the audit of the Company's financial statements, for the audit of internal controls relating to Section 404 of the Sarbanes-Oxley Act and for reviews of financial statements included in the Company's Quarterly Reports on Form 10-Q.

(2) Audit-Related Fees consist primarily of fees for services provided to assist the Company with attestation services related to audits of subsidiaries and benefit plans and other accounting consultations.

(3) Tax fees consist of professional services rendered for tax compliance, tax advice and tax planning.

Auditor Independence. The Audit Committee has determined that the Independent Accountants' provision of the non-audit services described above is compatible with maintaining the Independent Accountants’ independence.

Policy on Pre-Approval. The Company and the Audit Committee are committed to ensuring the independence of the Company’s Independent Accountants, both in fact and in appearance. In this regard, the Audit Committee has established a pre-approval policy in accordance with the applicable rules of the SEC and the NYSE. The Audit Committee must pre-approve all audit services and permissible non-audit services provided by the Independent Accountants, except for any de minimis non-audit services. The Audit Committee may delegate to one or more of its members who is an independent director the authority to grant pre-approvals. All services provided by Ernst & Young in 2021 were pre-approved by the Audit Committee.

Vote Required

The affirmative vote of a majority of the votes cast by stockholders of record is necessary to ratify the selection of Ernst & Young.

Board Recommendation

The Board unanimously recommends that you vote "FOR" ratification of the selection of Ernst & Young as the Company's Independent Accountants for the year ending December 31, 2022.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board is composed of four Directors, each of whom the Board has determined meets the independence and financial literacy requirements of the NYSE and Rule 10A-3 under the Exchange Act. In addition, the Board has determined that each of these four Directors qualifies as an "audit committee financial expert" as defined by the SEC rules. No member of the Audit Committee is a current or former officer or employee of the Company, and no member serves on more than two other public company audit committees.

The Audit Committee oversees the Company’s financial reporting and enterprise risk processes on behalf of the Board. The Company's management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. The Audit Committee is governed by a written charter approved by the Board, which is posted on the Company's website. In accordance with this charter, the Audit Committee oversees the accounting, auditing, financial reporting, and risk management practices of the Company. The Audit Committee is responsible for the appointment, retention, compensation, and oversight of the work of the Independent Accountants. The Audit Committee pre-approves the services of the Independent Accountants in accordance with the applicable rules of the SEC and the NYSE. The Audit Committee has also established procedures for processing complaints received from employees regarding internal control, accounting, and auditing matters. The Audit Committee held nine meetings during 2021.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K") with the Company's management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the Independent Accountant’s report on the Company’s internal control over financial reporting with management, the internal auditors and the Independent Accountants.

The Independent Accountants are responsible for expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles. The Audit Committee reviewed with the Independent Accountants their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee by standards of the Public Company Accounting Oversight Board ("PCAOB"), rules of the SEC, and other applicable regulations. In addition, the Audit Committee has discussed independence with the Independent Accountants. These discussions included the Independent Accountant’s independence from the Company’s management and the Company, including the matters in the letter from the Independent Accountants required by the PCAOB regarding the Independent Accountant’s communications with the Audit Committee concerning independence. The Audit Committee also considered the compatibility of non-audit services provided to the Company by the Independent Accountants with the Independent Accountant’s independence.

The Audit Committee discussed with the Independent Accountants the overall scope and plans for their audit. The Audit Committee met with the Independent Accountants, with and without management present, to discuss the results of their examinations; their evaluation of the Company's internal controls, including internal control over financial reporting; and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements and management's assessment of the effectiveness of the Company’s internal control over financial reporting be included in the 2021 Form 10-K for filing with the SEC. The Audit Committee and the Board have recommended that stockholders ratify the selection of Ernst & Young as the Company’s Independent Accountants for the year ending December 31, 2022.

Respectfully submitted,

Philip Calian, Chair

Derrick Burks

David Contis

Scott Peppet

COMPENSATION DISCUSSION AND ANALYSIS

Executive Officers' Biographical Information

For information with respect to Ms. Nader, please refer to the "Nominees' Biographical Information" section of this Proxy Statement. All of our Executive Officers are named executive officers ("NEOs").

Paul Seavey - Executive Vice President and Chief Financial Officer

Mr. Seavey, 53, has been Executive Vice President and Chief Financial Officer of the Company since February 2020. He was Executive Vice President, Chief Financial Officer and Treasurer from January 2014 to February 2020. Mr. Seavey was Senior Vice President, Chief Financial Officer and Treasurer from October 2012 to January 2014; Senior Vice President of Finance and Treasurer from May 2012 to October 2012; Senior Vice President and Treasurer from December 2011 to May 2012; Vice President of Financial Planning and Treasurer from January 2009 to December 2011; and Vice President of Financial Planning from December 2001 to January 2009. Mr. Seavey has been employed with the Company since 1994.

Patrick Waite - Executive Vice President and Chief Operating Officer

Mr. Waite, 55, has been Executive Vice President and Chief Operating Officer of the Company since January 2015. He was Executive Vice President - Property Operations from January 2014 to January 2015 and Senior Vice President of Operations from February 2013 to January 2014. Prior to joining the Company, Mr. Waite was senior vice president of asset management at American Residential Communities, a private operator of manufactured housing communities, from January 2010 through January 2013. He was vice president of Riverside Communities, a manufactured home community affiliate of Helix Funds LLC, from August 2004 to January 2010. Mr. Waite co-founded Continental Communities, a private operator of manufactured home communities, and managed its acquisition program from 1997 to 2001. Mr. Waite was the Director of Acquisitions for the Company from 1993 to 1997.

Andrew Berkenfield

~~Strategic Planning Committee~~Constance Freedman

~~Age 55~~Scott Peppet

~~Director since 2020~~

~~Mr. Berkenfield has been a partner and~~•Sets specific broad strategic goals for the ~~chief~~ executive officer of Duncan Channon, a nationally acclaimed, independent advertising agency, since January 2009. Mr. Berkenfield joined Duncan Channon in January 2000 as the agency’s general manager. Prior to 2000, Mr. Berkenfield held senior positions at Foote, Cone & Belding, a global advertising agency, and Lintas: NY,team that are re-assessed on an ~~advertising communications company.~~annual basis.

•Meets with the executive team to discuss and evaluate the progress with respect to these strategic goals.

~~Derrick Burks~~

~~Age 64~~

~~Director since 2021~~•Reviews strategy and progress on initiatives related to:

~~Mr. Burks was a partner at Ernst & Young, LLP, a public accounting firm, from 2002 until his retirement in 2017~~◦technology and ~~served as~~innovation;

◦capital planning, development, acquisitions and investments;

◦utilities and energy;

◦legal proceedings;

◦property and casualty insurance;

◦ESG; and

◦any other matters which may impact the ~~managing partner~~overall strategy of the ~~Indianapolis office from 2004 to 2017. Mr. Burks was employed by Arthur Andersen, a public accounting firm, from 1978 to 2002, where he served for three years as~~Company.

•All members meet the ~~managing partner~~independence requirements of the ~~Indianapolis office. Mr. Burks was a director of Vectren Corporation, a publicly traded regional energy company, from 2017 until the time of its sale~~NYSE.

Meetings in 2021: 4

Board Composition, Refreshment and Diversity

Nominees for Director are selected by the Compensation Committee, which will consider nominees recommended by stockholders. If you wish to recommend a person whom you consider qualified to serve on the Board, you must give written notice to our Corporate Secretary in accordance with the requirements described in the "Stockholder Proposals for the 2023 Annual Meeting" section of this Proxy Statement. This notice must contain: (i) as to each nominee, all information that would be required to be disclosed in a proxy statement with respect to the election of Directors pursuant to the Exchange Act, (ii) the name and address of the stockholder giving the notice, (iii) the number of shares of Common Stock owned beneficially and of record by such stockholder, and (iv) the written consent of each nominee to serve as a Director if so elected. The Compensation Committee will consider and evaluate persons recommended by stockholders in the same manner as potential nominees identified by the Board and/or the Compensation Committee. For the upcoming Annual Meeting, the Compensation Committee did not receive any recommendations for nominees from stockholders.

The Compensation Committee identifies nominees for Director from various sources. In assessing potential Director nominees, the Compensation Committee considers the character, background and professional experience of candidates. All nominees should possess good judgment and an inquiring and independent mind. Familiarity with the issues affecting the Company is among the relevant criteria. All Director nominees must possess a reputation for the highest personal and professional ethics, integrity and values. The Compensation Committee will also carefully consider any potential conflicts of interest. Nominees must also be willing and able to devote sufficient time and effort to carrying out the duties and responsibilities of a Director effectively and should be committed to serving on the Board for an extended period of time. The Compensation Committee considers diversity in identifying and evaluating Director nominees. The Compensation Committee strives to nominate Directors with a variety of complementary skills so that, if elected, the Board will contain the appropriate mix of diversity in background and experience to oversee the Company's business.

Executive Officers' Biographical Information

See "Compensation Discussion and Analysis - Executive Officers' Biographical Information" of this Proxy Statement for the biographical information for each of our executive officers.

Stockholder Right to Amend the Bylaws

Stockholders have the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of these Bylaws and to adopt new Bylaws, except that the stockholders shall not have the power to alter or repeal Article XIV or adopt any provision of the Bylaws inconsistent with Article XIV without the approval of the Board.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Independence of Directors

Pursuant to the Company's Guidelines on Corporate Governance, which require that a majority of our Directors be independent within the meaning of NYSE standards and do not include any additional categorical standards other than those required by the NYSE, the Board undertook a review of the independence of Directors nominated for reelection at the upcoming Annual Meeting. During this review, the Board considered transactions and relationships, if any, during the prior year between each Director or any member of his or her immediate family and the Company, including those reported under the "Certain Relationships and Related Transactions" section of this Proxy statement. As provided in the Guidelines on Corporate Governance, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the Director is independent.

As a result of this review, the Board affirmatively determined that all the Directors nominated for election at the Annual Meeting are independent of the Company and its management with the exception of our Chairman, Mr. Zell, and our CEO, Marguerite Nader. The Board determined that none of the independent Directors has or had a material relationship with the Company other than being a Director and/or a stockholder of the Company.

The Board specifically considered Mr. Heneghan's role as former CEO of the Company and determined that this role did not hinder Mr. Heneghan's independence within the meaning of the NYSE listing standards.

Nominee Information, Qualifications, Skills and Experience

You are being asked to vote on the election of ten director nominees listed below. The Company's Charter currently provides for the annual election of all Directors. Directors are elected by a plurality of votes cast. All nominees are presently Directors, and each nominee has consented to be named in this Proxy Statement and to serve if elected.

In addition to each Director nominee's qualifications, skills and experience outlined in their biographical data below, the Company's Board looked for certain attributes in each of the Director nominees and based on these attributes, concluded that each Director nominee should serve on the Board. The Board does not require that the Director nominees possess each attribute, but rather the Board is looking for a mix of attributes among the Directors.

The following table shows the attributes of each Director nominee.

Nominees' Biographical Information

Mr. Zell has been Chairman of the Board of the Company since March 1995 and was CEO from March 1995 to August 1996. Mr. Zell was Co-Chairman of the Board from December 1992 until March 1995. Mr. Zell was a director of Mobile Home Communities, Inc., the former manager of the Company’s manufactured home communities, from 1983 until its dissolution in 1993. Mr. Zell serves as chairman of Equity Group Investments ("EGI"), the private investment firm he founded more than 50 years ago. EGI is a division of Chai Trust Company, LLC ("Chai Trust"). EGI is the private investment firm that manages Sam Zell's and the Zell Family's wealth. Mr. Zell is also the chairman of Equity International, a private investment firm focused on real estate-related companies outside the United States. Mr. Zell has served as chairman of the board of Equity Distribution Acquisition Corp., a publicly traded special purpose acquisition company targeting opportunities to apply technological advancement within the industrial industry, since 2020. Mr. Zell has been chairman of the board of Equity Residential, a publicly traded real estate investment trust ("REIT"), which owns and operates apartment properties, since 1993. Mr. Zell has been chairman of the board of Equity Commonwealth, a publicly traded office REIT, since 2014. Mr. Zell served as chairman of the board of Covanta Holding Corporation from 2005 to 2021, when it was acquired by EQT Infrastructure. Mr. Zell served as chairman of the board of Anixter International, Inc., a publicly traded global supplier of communications and security products from 1984 until its sale in June 2020. Mr. Zell was a trustee and chairman of the board of trustees of Equity Office Properties Trust, a publicly traded REIT primarily focused on office buildings, from October 1996 until its sale in February 2007, and was its chief executive officer from April 2002 to April 2003, and its president from April 2002 to November 2002. Mr. Zell is an active philanthropist with a focus on entrepreneurial education. Through the Zell Family Foundation, he has led the sponsorship of several leading entrepreneurship programs, including: the Zell/Lurie Institute for Entrepreneurial Studies at University of Michigan’s Ross School of Business; the Zell Fellows Program at Northwestern University’s Kellogg School of Management; and the Zell Entrepreneurship Center at the Interdisciplinary Center Herzliya (IDC). The Zell Global Entrepreneur Network (ZGEN) unites the students and alumni of these programs and actively provides them with connections, opportunities, mentorship and support. Mr. Zell also sponsors the Samuel Zell/Robert Lurie Real Estate Center at University of Pennsylvania’s Wharton Real Estate Center. Mr. Zell is the father-in-law of Mr. Scott Peppet, who serves on the Board.

~~Philip Calian~~

~~Lead Director~~

~~Audit Committee (Chair)~~

~~Compensation, Nominating & Corporate Governance Committee~~

~~Executive Committee~~

~~Age 58~~

~~Director since 2005~~

~~David Contis~~

~~Compensation, Nominating & Corporate Governance Committee (Chair)~~

~~Audit Committee~~

~~Age 62~~

~~Director since 2009~~

Mr. Contis has been a principal of Agora Advisors, Inc., which provides consulting services to domestic and international real estate and retail companies, since May 2017. Mr. Contis was president - mall platform and senior executive vice president of Simon Properties Group, Inc., a publicly traded retail REIT, from May 2011 to May 2017. Mr. Contis was president of real estate for EGI from November 2006 to May 2011. He was executive vice president and chief operating officer of The Macerich Company, a publicly traded shopping center REIT, from May 1997 to October 2006. Mr. Contis was employed in various capacities by affiliates of EGI from 1980 to 1997, including as vice chairman, executive vice president and chief operating officer of Equity Properties & Development L.P., from 1992 to 1997. He served on the board of directors of BRMalls, Brazil’s largest shopping center company from 2008 to 2011. Mr. Contis was a director and served as a member of the board of directors, compensation committee and audit committee of Dundee Realty Corp., a Canadian-based real estate company, from 1997 to 2003. He is a senior managing director of Chai Trust.

~~Constance Freedman~~

~~Compensation, Nominating & Corporate Governance Committee~~

~~Strategic Planning Committee~~

~~Age 45~~

~~Director since 2017~~

~~Marguerite Nader~~

~~President and Chief Executive Officer~~

~~Age 52~~

~~Director since 2013~~

Ms. Nader has been President and CEO of the Company since February 2013. She was President and Chief Financial Officer from May 2012 to October 2012 and Executive Vice President and Chief Financial Officer from December 2011 to May 2012. Ms. Nader was Executive Vice President - New Business Development from February 2011 to December 2011. She was Executive Vice President - Sales and Marketing from February 2009 to February 2011. Ms. Nader was Senior Vice President of New Business Development from January 2007 to February 2009. She was Vice President of New Business Development from January 2001 to January 2007. Ms. Nader was Vice President of Asset Management from January 1998 to January 2001. She has been employed with the Company since 1993. Ms. Nader has been a director of Ventas, a publicly traded healthcare REIT since 2020. Ms. Nader was a trustee of Liberty Property Trust, a publicly traded industrial REIT, from June 2017, until its sale in 2020. Ms. Nader serves as First Vice Chair on the National Association of Real Estate Investment Trust ("NAREIT") Executive Board.

~~Scott Peppet~~

~~Audit Committee~~

~~Strategic Planning Committee~~

~~Age 51~~

~~Director since 2018~~

Mr. Peppet is president and senior managing director of Chai Trust. Mr. Peppet has been a member of the ownership committee of Equity International since 2012. Mr. Peppet was a director of Anixter International, Inc., a publicly traded global distributor of network, electronic and utility power solutions, from 2014 until its sale in June 2020. Mr. Peppet brings experience in contracts, negotiations, complex transactions, legal ethics, privacy law and technology to the Board along with an outstanding record of leadership and deep experience in the legal field. Mr. Peppet is the son-in-law of Mr. Samuel Zell, who serves as Chairman of the Board. Mr. Peppet was a Professor of Law at the University of Colorado Law School from 2000 to 2019.

~~Sheli Rosenberg~~

~~Compensation, Nominating and Corporate Governance Committee~~

~~Age 79~~

~~Director since 1996~~

Ms. Rosenberg was the Board's Lead Director from 2002 to 2019. Ms. Rosenberg was a consultant to Skadden, Arps, Slate, Meagher & Flom LLP from January 2014 through 2016 and was Of Counsel at Skadden, Arps, Slate, Meagher & Flom LLP from May 2011 to December 2013. She is the former president, chief executive officer and vice chairman of EGI. Ms. Rosenberg joined EGI in 1980 as the company's general counsel and rose to become chief executive officer from 1990 to 2000 and vice chairman from 2000 to 2003 before retiring in 2003. Ms. Rosenberg was a principal of the law firm of Rosenberg & Liebentritt from 1980 to 1997. Ms. Rosenberg is a director of Spirit Realty Capital, Inc., a publicly traded net-lease REIT, Rush Street Interactive, Inc., an online casino and sports betting gaming company, and is a member of Equity International's ownership committee. Ms. Rosenberg was the lead director of Strategic Hotels & Resorts, Inc., a publicly traded hotel REIT, until its sale in 2015, and Cellular Dynamics International, a publicly traded producer of stem cells utilized primarily in research, until its sale in 2015. She is a former director of General Growth Properties, Inc., CVS Caremark Corporation, Capital Trust, Inc., Avis Budget Group, Inc., Nanosphere, Inc., and Ventas, Inc., and a former trustee of Equity Residential and Equity Office Properties, all of which were publicly traded companies. Ms. Rosenberg was an adjunct professor at Northwestern University's J.L. Kellogg Graduate School of Management from 2003 until 2007. A recognized advocate for

~~women in business, she is a co-founder and former president of the Center for Executive Women at the Kellogg School, where she continues to serve on the Center’s steering committee.~~

Director Compensation

The following table includes compensation information for the year ended December 31, ~~2020~~2021 for each non-executive Director.

Name
Fees Earned
or Paid
in Cash
($) (1)
Stock Awards ($) (2)
Option Awards
($) (2)
Non-Equity Incentive Plan Compensation
($)
All Other Compensation ($) (3)

Total
($)
Andrew Berkenfield 65,000 — 221,535 — — 286,535
Derrick Burks(4)
— — — — — —
Philip Calian 65,000 195,018 — — — 260,018
David Contis 65,000 152,527 — — — 217,527
Constance Freedman 65,000 — 254,460 — — 319,460
Thomas Heneghan 65,000 139,967 — — — 204,967
Tao Huang (5)
65,000 112,508 — — — 177,508
Scott Peppet 65,000 119,991 — — — 184,991
Sheli Rosenberg 65,000 107,497 — — — 172,497
Samuel Zell 65,000 3,192,516 — — — 3,257,516

~~___________~~


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) (3)	Total ($)
Andrew Berkenfield	65,000	1,850	141,127	—	—	207,977
Derrick Burks	65,000	112,527	—	—	—	177,527
Philip Calian	65,000	195,015	—	—	—	260,015
David Contis	65,000	132,531	—	—	—	197,531
Constance Freedman	65,000	—	150,917	—	—	215,917
Thomas Heneghan	65,000	140,023	—	—	—	205,023
Scott Peppet	65,000	120,020	—	—	—	185,020
Sheli Rosenberg	65,000	107,509	—	—	—	172,509
Samuel Zell	65,000	3,192,492	—	—	—	3,257,492

(1) For ~~2020,~~2021, the Company paid each of its non-executive Directors an annual fee of $65,000.

Refer to Note 2, "Summary of Significant Accounting Policies" and Note 13, "Equity Incentive Awards," in the Notes to the Consolidated Financial Statements included in the Company's ~~2020~~2021 Form 10-K filed on February ~~23, 2021~~22, 2022 for the relevant assumptions used to determine the valuation of our restricted stock and stock option awards.

The Board historically has approved an annual award of Restricted Common Stock to non-executive Board members in conjunction with their reelection at the annual meeting of stockholders. ~~In light of the pandemic, the Board postponed this approval after the annual meeting of stockholders held on~~On April ~~28, 2020. On July 28, 2020,~~27, 2021, upon recommendation of the Compensation Committee, ~~and after consideration of the pandemic on the results of operations of the Company,~~ the Board approved the following awards of Restricted Common Stock to non-executive Directors then in office. Each recipient was allowed to take these shares as Stock Options equal to five times the number of shares of Restricted Common Stock that would have been awarded. All shares were granted at a per share price of ~~$66.81,~~$68.74, the NYSE closing price of the Company’s Common Stock on ~~July 28, 2020.~~April 27, 2021. The number of shares of Restricted Common Stock awarded was determined by dividing the dollar value of the award by the closing price of the Company's Common Stock on the grant date or ~~$66.81.~~$68.74.

•The following Directors: (i) the Chairman of the Board, (ii) the Audit Committee Chairperson and Lead Director, (iii) the Compensation Committee Chairperson, and (iv) the Executive Committee Chairperson and Strategic Planning Committee Chairperson each received an award of Restricted Common Stock for their services rendered in such capacity in ~~2020.~~2021. Each recipient elected to take their award as Restricted Common Stock.

Mr. Zell was awarded shares of Restricted Common Stock valued at $3,085,000 for services rendered as Chairman of the Board for ~~2020.~~2021. Accordingly, Mr. Zell was awarded ~~46,176~~44,879 shares of Restricted Common Stock. The Compensation Committee determined that Mr. Zell’s compensation in consideration for his employment as Chairman of the Board is appropriate and in the best interests of our Company and our stockholders given his ongoing extraordinary contributions to the Company. Mr. Zell's financial acumen, extensive investment and management experience, business and strategic expertise and network of resources across the real estate industry provide significant benefits and unique opportunities to the Company and the Board. Mr. Zell brings a well-recognized brand value to the Company from his more than fifty years of experience in the real estate business and his unparalleled role in the evolution of the REIT industry. Mr. Zell has regular interactions with the Company's executive management team, including with respect to operational strategy, acquisition opportunities and balance sheet management. In addition, Mr. Zell has a distinguished track record and reputation for successfully leading companies with a focus on corporate governance and proper alignment of management and stockholder interests.

Mr. Calian, Mr. ~~Contis,~~Heneghan and Mr. ~~Heneghan~~Contis were each awarded shares of Restricted Common Stock for services rendered as Committee Chairpersons valued at ~~$80,000,~~$40,000, $40,000 and $20,000, respectively. In addition, Mr. Calian was awarded shares of Restricted Common Stock valued at $40,000 ~~respectively.~~for services rendered as Lead Director. Accordingly, Mr. Calian, Mr. ~~Contis~~Heneghan and Mr. ~~Heneghan~~Contis were each awarded ~~1,198, 599~~1,164, 582 and ~~598~~291 shares of Restricted Common Stock, respectively.

One-third of these shares of Restricted Common Stock will vest on ~~July 28, 2021,~~April 27, 2022, one-third will vest on ~~July 28, 2022,~~April 27, 2023, and one-third will vest on ~~July 28, 2023.~~April 26, 2024.

•With the exception of the Committee Chairpersons, each member of the Audit Committee received an award of ~~187~~182 shares of Restricted Common Stock valued at $12,500 and each member of the Compensation Committee, the Executive Committee and the Strategic Planning Committee received an award of ~~112~~109 shares of Restricted Common Stock valued at $7,500 for their services on their respective Committees in ~~2020.~~2021. Mr. Berkenfield and Ms. Freedman elected to take these shares as Stock Options and ~~she~~each received an award of ~~1,120~~545 and 1,090 Stock ~~Options.~~Options, respectively. These shares of Restricted Common Stock and Stock Options will vest 100% on ~~July 28, 2021.~~April 27, 2022.

•Each non-executive Director received an award of Restricted Common Stock for their services rendered as a Director during ~~2020.~~2021. With the exception of Mr. Berkenfield and Ms. Freedman, each recipient elected to take this award as Restricted Common Stock. Mr. Burks, Mr. Calian, Mr. Contis, Mr. Heneghan, ~~Mr. Huang,~~ Mr. Peppet, Ms. Rosenberg and Mr. Zell each received an award of ~~1,497~~1,455 shares of Restricted Common Stock valued at $100,000. Mr. Berkenfield and Ms. Freedman elected to take these shares as Stock Options

and they each received an award of ~~7,485~~7,275 Stock Options. One-third of these shares of Restricted Common Stock and Stock Options vested on ~~January 28,~~October 27, 2021, one-third will vest on ~~July 28, 2021~~April 27, 2022 and one-third will vest on ~~July 28,~~April 27, 2023.

As of December 31, ~~2020,~~2021, each non-executive Director had the following unexercised Stock Options and unvested Restricted Stock awards outstanding:


Name	Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Number of Shares of Stock That Have Not Vested	Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Number of Shares of Stock That Have Not Vested
Andrew Berkenfield	Andrew Berkenfield	—	7,485	—	Andrew Berkenfield	7,415	7,890	29
Derrick Burks	Derrick Burks	—	—	—	Derrick Burks	—	—	1,152
Philip Calian	Philip Calian	—	—	4,705	Philip Calian	—	—	4,111
David Contis	David Contis	—	—	3,313	David Contis	—	—	2,572
Constance Freedman	Constance Freedman	—	8,605	572	Constance Freedman	8,535	8,435	—

Thomas Heneghan	Thomas Heneghan	—	—	3,310	Thomas Heneghan	—	—	2,679
Tao Huang		41,500	—	2,256
Scott Peppet	Scott Peppet	—	—	2,368	Scott Peppet	—	—	1,760
Sheli Rosenberg	Sheli Rosenberg	—	—	2,628	Sheli Rosenberg	—	—	1,578
Samuel Zell	Samuel Zell	—	—	110,272	Samuel Zell	—	—	94,865


Audit Committee

Members: Philip Calian (Chair) Derrick Burks David Contis Scott Peppet						•Engages our Independent Accountants. •Reviews with our Independent Accountants the plans for and results of the audit engagement. •Approves professional services provided by our Independent Accountants. •Reviews the independence of our Independent Accountants. •Reviews the adequacy of the Company’s internal accounting controls and accounting and reporting practices and assesses the quality and integrity of our audited financial statements. •Establishes procedures for the processing of complaints received from employees regarding internal control, accounting and auditing matters. •Reviews policies with respect to risk assessment and risk management, including, but not limited to, insurance coverage, interest rate risk management, cyber security, human rights and ESG. •Reviews compliance with financial, legal, tax and regulatory requirements. •All members meet the independence, experience and financial literacy requirements of the NYSE and Section 10A of the Exchange Act. •All members are designated by the Board as "audit committee financial experts" in accordance with SEC regulations. •The "Audit Committee Report" is included herein.




Meetings in 2021: 9


Compensation, Nominating and Corporate Governance Committee

Members: David Contis (Chair) Philip Calian Constance Freedman Sheli Rosenberg						•Determines compensation for our NEOs and exercises the powers of the Board in connection with compensation matters, including incentive compensation and benefit plans. •Receives recommendations regarding executive compensation from our CEO and considers these recommendations in determining appropriate compensation plans. •Does not delegate its authority in regard to establishing executive compensation. •Authorizes grants of stock awards under our equity compensation plans, such as the 2014 Equity Incentive Plan. •All stock award grants to independent Directors are recommended by the Compensation Committee and approved by the Board. •Develops and recommends to the Board succession plans for the CEO and other senior executive officers. •Identifies and recommends qualified individuals to become Directors. •Develops and recommends the Guidelines on Corporate Governance applicable to the Company. •Reviews ESG strategy, initiatives and policies. •Recommends to the Board Director nominees for each committee of the Board. •Directs the Board in an annual review of its performance. •All members meet the independence requirements of the NYSE. •The "Compensation Committee Report" is included herein.




Meetings in 2021: 5


Name	Name	Shares of Common Stock (1)	Shares of Common Stock Upon Exercise of Options (2)	Total Shares of Common Stock	Value of Shares Owned ($) (3)	Base Salary ($)	Stock Ownership Value/Base Salary (4)	Name	Shares of Common Stock (1)	Value of Shares Owned ($) (2)	Base Salary ($)	Stock Ownership Value/Base Salary (3)
Marguerite Nader	Marguerite Nader	249,141	—	249,141	15,785,574	586,500	27x	Marguerite Nader	260,330	22,820,528	600,000	38x
Paul Seavey	Paul Seavey	144,017	—	144,017	9,124,917	387,600	24x	Paul Seavey	153,029	13,414,522	395,300	34x
Patrick Waite	Patrick Waite	206,102	—	206,102	13,058,623	387,600	34x	Patrick Waite	215,129	18,858,208	395,300	48x
Roger Maynard(4)	Roger Maynard(4)	273,898	—	273,898	17,354,177	387,600	45x	Roger Maynard(4)	269,220	23,599,825	395,300	60x
All NEOs as a group (5)		873,158	—	873,158	55,323,291	1,749,300	32x
David Eldersveld								David Eldersveld	70,466	6,177,050	395,300	16x
All NEOs as a group								All NEOs as a group	968,174	84,870,133	2,181,200	39x


Peer Company			REIT Type
American Campus Communities, Inc. (ACC)			Residential
Apartment Investment and Management Company (AIV)			Residential
Camden Property Trust (CPT)			Residential
Corporate Office Properties Trust (OFC)			Office
CubeSmart (CUBE)			Self-Storage
Duke Realty Corporation (DRE)			Industrial
Equity Residential (EQR)			Residential
Essex Property Trust, Inc. (ESS)			Residential
Extra Space Storage, Inc. (EXR)			Self-Storage
First Industrial Realty Trust (FR)			Industrial
Highwoods Properties, Inc. (HIW)			Office
~~Mack-Cali Realty Corporation (CLI)~~			~~Diversified~~
Regency Centers Corporation (REG)			Retail
Simon Property Group (SPG)			Retail
UDR, Inc. (UDR)			Residential
Veris Residential, Inc. (formerly known as Mack-Cali Realty Corporation) (VRE)			Diversified
Vornado Realty Trust (VNO)			Diversified


Total Stockholder Returns (1)
	One-Year	Three-Year	Five-Year
ELS	41.00%	91.90%	171.00%
ELS Annualized	41.00%	24.30%	22.10%
Peer Group Median	58.90%	15.60%	9.90%
Peer Group Average	56.60%	18.20%	10.30%


Strategic Planning Committee

•~~Compliance with financial, legal and regulatory requirements.~~ •~~The "Audit Committee Report" is included herein.~~ ~~Compensation, Nominating and Corporate Governance Committee~~ Members:~~David Contis (Chair), Philip Calian, Constance Freedman, Sheli Rosenberg~~ ~~Number of Meetings in 2020: 5~~ •~~Determines compensation for our NEOs and exercises the powers of the Board in connection with compensation matters, including incentive compensation and benefit plans.~~ •~~Receives recommendations regarding executive compensation from our CEO and considers these recommendations in determining appropriate compensation plans.~~ •~~Does not delegate its authority in regard to establishing executive compensation.~~ •~~Authorizes grants of stock awards under our equity compensation plans, such as the 2014 Equity Incentive Plan.~~ •~~All stock award grants to independent Directors are recommended by the Compensation Committee and approved by the Board.~~ •~~Develops and recommends to Board succession plans for the CEO and other senior executive officers.~~ •~~Identifies and recommends qualified individuals to become Directors.~~ •~~Develops and recommends the Guidelines on Corporate Governance applicable to the Company.~~ •~~Reviews ESG strategy, initiatives and policies.~~ •~~Recommends to the Board Director nominees for each committee of the Board.~~ •~~Directs the Board in an annual review of its performance.~~ •~~All members meet the independence requirements of the NYSE.~~ •~~The "Compensation Committee Report" is included herein.~~ ~~Strategic Planning Committee~~ ~~Members:Thomas Heneghan (Chair), Andrew Berkenfield, Constance Freedman, Scott Peppet~~ ~~Number of Meetings in 2020: 5~~ Thomas Heneghan (Chair) Andrew Berkenfield Constance Freedman Scott Peppet						•Sets specific broad strategic goals for the executive team that are re-assessed on an annual basis. •Meets with the executive team to discuss and evaluate the progress with respect to these strategic goals. •Reviews strategy and progress on initiatives related to: ◦~~technology, innovation and security;~~ ◦technology and innovation; ◦capital planning, development, acquisitions and investments; ◦utilities and energy; ◦legal proceedings; ◦property and casualty insurance; ◦ESG; and ◦any other matters which may impact the overall strategy of the Company. •All members meet the independence requirements of the NYSE.




Meetings in 2021: 4


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) (3)	Total ($)
Andrew Berkenfield	65,000	—	221,535	—	—	286,535
Derrick Burks(4)	—	—	—	—	—	—
Philip Calian	65,000	195,018	—	—	—	260,018
David Contis	65,000	152,527	—	—	—	217,527
Constance Freedman	65,000	—	254,460	—	—	319,460
Thomas Heneghan	65,000	139,967	—	—	—	204,967
Tao Huang (5)	65,000	112,508	—	—	—	177,508
Scott Peppet	65,000	119,991	—	—	—	184,991
Sheli Rosenberg	65,000	107,497	—	—	—	172,497
Samuel Zell	65,000	3,192,516	—	—	—	3,257,516


What We Don't Do			■XNo employment ~~agreements.~~agreements ■XNo compensation incentives that encourage excessive risk ~~taking.~~taking ■XNo hedging of Company shares ~~allowed.~~allowed ■XNo excise tax gross-up in any change in control ~~agreements.~~or other agreements ■XNo excessive perks to our ~~NEOs.~~NEOs ■XNo personal benefits to NEOs that are not otherwise available to all ~~employees.~~employees


Total Stockholder Returns
	One-Year		Three-Year		Five Year
ELS	(7.89)	%	52.07	%	112.69	%
ELS Annualized	(7.89)	%	15.00	%	16.30	%
Peer Group Median	(14.75)	%	2.45	%	4.15	%
Peer Group Average	(12.48)	%	0.93	%	3.23	%


Name	2021 Bonus Potential (Amount x Base Salary)	Core MH Revenue Target (1)	Core Resort Revenue & Dues Revenue Target (2)	Site and Member Optimization Target (3)	Core Net Operating Income Target (4)	Rentals/Working Capital Target (5)	Discretionary(6)
Marguerite Nader	2.9	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
Paul Seavey	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
Patrick Waite	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
Roger Maynard (7)	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
David Eldersveld	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%


Name	2020 Bonus Potential (Amount x Base Salary)	Core MH Revenue Target (1)	Core Resort Revenue Target (2)	Dues Target (3)	Core Net Operating Income Target (4)	Rentals/Working Capital Target (5)	Discretionary(6)
Marguerite Nader	2.9	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
Paul Seavey	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
Patrick Waite	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%
Roger Maynard	2.2	14.0%	14.0%	14.0%	14.0%	14.0%	30.0%


Approval Date: January 29, 2018
Award Date: February 1, 2018
Award Date Fair Value: $42.33
	2018 Transition Award (# of Shares)	Time-Based Vesting (# of Shares) (a)
Marguerite Nader	39,000	39,000
Paul Seavey	32,000	32,000
Patrick Waite	32,000	32,000
Roger Maynard	17,500	17,500
Total	120,500
_______
(a) Two-thirds vested on December 28, 2018, and the remaining one-third vested on January 31, 2020.


Award Date: February 1, 2018
Award Date Fair Value: $42.33
	2018 Award (# of Shares)	Time-Based Vesting (a)	Performance-Based Vesting (b)
Marguerite Nader	39,000	26,000	13,000
Paul Seavey	32,000	21,332	10,668
Patrick Waite	32,000	21,332	10,668
Roger Maynard	17,500	11,666	5,834
Total	120,500
_______
(a) 50% of the time-based awards vested on December 28, 2018, 25% vested on January 31, 2020 and 25% vested on January 29, 2021. (b) 50% vested on January 31, 2020 and a portion of the remaining 50% scheduled to vest on January 29, 2021 vested, in each case based on satisfaction of performance conditions as further discussed below.


Award Date: February 1, 2019
Award Date Fair Value: $52.84
	2019 Award (# of Shares)	Time-Based Vesting (a)	Performance-Based Vesting (b)
Marguerite Nader	33,000	16,500	16,500
Paul Seavey	27,200	13,598	13,602
Patrick Waite	27,200	13,598	13,602
Roger Maynard	15,000	7,500	7,500
Total	102,400
_______
(a) One-third of the time-based awards vested on January 31, 2020, one-third vested on January 29, 2021 and one-third vests on January 31, 2022. (b) One-third vested on January 31, 2020, a portion of the one-third scheduled to vest on January 29, 2021 vested, and one-third vests on January 31, 2022, in each case subject to the satisfaction of performance conditions as further discussed below.


Award Date: February 11, 2020
Award Date Fair Value: $73.46
	2020 Awards (# of Shares)	Time-Based Vesting (a)	Performance-Based Vesting (b)
Marguerite Nader	24,758	12,379	12,379
Paul Seavey	19,563	9,781	9,782
Patrick Waite	19,563	9,781	9,782
Roger Maynard	10,789	5,394	5,395
Total	74,673
_______
(a) One-third of the time-based awards vested on January 29, 2021, one-third vests on January 31, 2022 and one-third vests on January 27, 2023. (b) A portion of the one-third scheduled to vest on January 29, 2021 vested, one-third vests on January 31, 2022, and one-third vests on January 27, 2023, in each case subject to the satisfaction of performance conditions as further discussed below.


2018 Award
Approval Date: January 29, 2018
Award Date: February 1, 2018
Award Date Fair Value: $42.33
	Total Award	Time-Based Vesting(a)	Performance-Based Vesting(b)
Marguerite Nader	39,000	26,000	13,000
Paul Seavey	32,000	21,332	10,668
Patrick Waite	32,000	21,332	10,668
Roger Maynard	17,500	11,666	5,834
David Eldersveld	13,000	8,664	4,336
(a) 50% vested on December 28, 2018, 25% vested on January 31, 2020 and 25% vested on January 29, 2021. (b) 50% vested on January 31, 2020 and a portion of the remaining 50% scheduled to vest on January 29, 2021 vested, in each case based on satisfaction of performance conditions as further discussed below.


2019 Award
Approval Date: January 23, 2019
Award Date: February 1, 2019
Award Date Fair Value: $52.84
	Total Award	Time-Based Vesting(a)	Performance-Based Vesting(b)
Marguerite Nader	33,000	16,500	16,500
Paul Seavey	27,200	13,598	13,602
Patrick Waite	27,200	13,598	13,602
Roger Maynard	15,000	7,500	7,500
David Eldersveld	14,000	6,998	7,002
(a) One-third vested on January 31, 2020, one-third vested on January 29, 2021 and one-third vested on January 31, 2022. (b) One-third vested on January 31, 2020, a portion of the one-third scheduled to vest on January 29, 2021 vested, and one-third vested on January 31, 2022, subject to the satisfaction of performance conditions as further discussed below.


2020 Award
Approval Date: February 10, 2020
Award Date: February 11, 2020
Award Date Fair Value: $73.46
	Total Award	Time-Based Vesting(a)	Performance-Based Vesting(b)
Marguerite Nader	24,758	12,379	12,379
Paul Seavey	19,563	9,781	9,782
Patrick Waite	19,563	9,781	9,782
Roger Maynard	10,789	5,394	5,395
David Eldersveld	11,945	5,972	5,973
(a) One-third vested on January 29, 2021, one-third vested on January 31, 2022 and one-third vests on January 27, 2023. (b) A portion of the one-third scheduled to vest on January 29, 2021 vested, one-third vested on January 31, 2022, and one-third vests on January 27, 2023, subject to satisfaction of performance conditions as further discussed below.


2021 Award
Approval Date: February 8, 2021
Award Date: February 9, 2021
Award Date Fair Value: $63.78
	Total Award	Time-Based Vesting(a)	Performance-Based Vesting(b)
Marguerite Nader	28,516	14,258	14,258
Paul Seavey	22,532	11,266	11,266
Patrick Waite	22,532	11,266	11,266
Roger Maynard	12,426	6,213	6,213
David Eldersveld	13,758	6,879	6,879
(a) One-third vested on January 31, 2022, one-third vests on January 27, 2023 and one-third vests on January 26, 2024. (b) One-third vested on January 31, 2022, one-third vests on January 27, 2023 and one-third vests on January 26, 2024, subject to satisfaction of performance conditions as further discussed below.


	# of Shares Vested - 2019 Performance Period
	2018 Award	2019 Award
Marguerite Nader	6,500	5,500
Paul Seavey	5,334	4,534
Patrick Waite	5,334	4,534
Roger Maynard	2,917	2,500


	# of Shares Vested - 2020 Performance Period
	2018 Award	2019 Award	2020 Award
Marguerite Nader	6,305	5,335	4,002
Paul Seavey	5,174	4,398	3,162
Patrick Waite	5,174	4,398	3,162
Roger Maynard	2,829	2,425	1,744


	# of Shares Vested - 2021 Performance Period
	2019 Award	2020 Award	2021 Award
Marguerite Nader	5,500	4,126	4,752
Paul Seavey	4,534	3,261	3,755
Patrick Waite	4,534	3,261	3,755
Roger Maynard	2,500	1,798	2,071
David Eldersveld	2,334	1,991	2,293


Name	Title	Bonus Potential
Marguerite Nader	President and Chief Executive Officer	290% of annual salary
Paul Seavey	Executive Vice President and Chief Financial Officer	220% of annual salary
Patrick Waite	Executive Vice President and Chief Operating Officer	220% of annual salary
~~Roger Maynard~~	~~Executive Vice President - Investments~~	~~220% of annual salary~~
David Eldersveld	Executive Vice President, ~~and~~ Chief Legal Officer and Corporate Secretary	220% of annual salary


2022 Award
Approval Date: February 7, 2022
Award Date: February 8, 2022
Award Date Fair Value: $76.00
	Total Award	Time-Based Vesting(a)	Performance-Based Vesting(b)
Marguerite Nader	23,931	11,965	11,966
Paul Seavey	18,909	9,454	9,455
Patrick Waite	18,909	9,454	9,455
David Eldersveld	13,158	6,579	6,579
(a) One-third vests on January 27, 2023, one-third vests on January 26, 2024 and one-third vests on January 31, 2025. (b) One-third vests on January 27, 2023, one-third vests on January 26, 2024 and one-third vests on January 31, 2025, subject to satisfaction of performance conditions as further discussed below.


Name and Principal Position(1)	Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(4)	Non-Equity Incentive Plan Compensation		All Other Compensation ($)(7)	Total ($)
						STIP ($)(5)	LTIP ($)(6)
Marguerite Nader	2020	586,500	—	2,093,977	—	1,165,082	—	11,400	3,856,959
President and	2019	575,000	—	1,530,528	—	1,125,562	—	11,200	3,242,290
Chief Executive Officer	2018	400,000	—	2,751,015	—	995,000	—	11,000	4,157,015

Paul Seavey	2020	387,600	—	1,682,895	—	584,113	—	11,400	2,666,008
Executive Vice President and	2019	380,000	—	1,260,195	—	565,326	—	11,200	2,216,721
Chief Financial Officer	2018	370,000	—	2,257,243	—	699,485	—	11,000	3,337,728

Patrick Waite	2020	387,600	—	1,682,895	—	584,113	—	11,400	2,666,008
Executive Vice President and	2019	380,000	—	1,260,195	—	565,326	—	11,200	2,216,721
Chief Operating Officer	2018	370,000	—	2,257,243	—	699,485	—	11,000	3,337,728

Roger Maynard	2020	387,600	—	926,257	—	584,113	—	11,400	1,909,370
Executive Vice President -	2019	380,000	—	693,615	—	565,326	—	11,200	1,650,141
Investments	2018	370,000	—	1,234,430	—	699,485	—	11,000	2,314,915


Name and Principal Position(1)	Year	Salary		Stock Awards(2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation(4)		Total
Name and Principal Position(1)	Year	Salary		Stock Awards(2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation(4)		Total
Marguerite Nader President and Chief Executive Officer	2021	$	600,000	$	1,826,474	$	1,700,415	$	11,600	$	4,138,489
	2020	$	586,500	$	2,093,977	$	1,165,082	$	11,400	$	3,856,959
	2019	$	575,000	$	1,530,528	$	1,125,562	$	11,200	$	3,242,290

Paul Seavey Executive Vice President and Chief Financial Officer	2021	$	395,300	$	1,455,220	$	849,875	$	11,600	$	2,711,995
	2020	$	387,600	$	1,682,895	$	584,113	$	11,400	$	2,666,008
	2019	$	380,000	$	1,260,195	$	565,326	$	11,200	$	2,216,721

Patrick Waite Executive Vice President and Chief Operating Officer	2021	$	395,300	$	1,455,220	$	849,875	$	11,600	$	2,711,995
	2020	$	387,600	$	1,682,895	$	584,113	$	11,400	$	2,666,008
	2019	$	380,000	$	1,260,195	$	565,326	$	11,200	$	2,216,721

Roger Maynard (5) Executive Vice President - Investments	2021	$	395,300	$	802,512	$	849,875	$	11,600	$	2,059,287
	2020	$	387,600	$	926,257	$	584,113	$	11,400	$	1,909,370
	2019	$	380,000	$	693,615	$	565,326	$	11,200	$	1,650,141

David Eldersveld Executive Vice President, Chief Legal Officer and Secretary	2021	$	395,300	$	860,826	$	849,875	$	11,600	$	2,117,601
	2020	$	—	$	—	$	—	$	—	$	—
	2019	$	—	$	—	$	—	$	—	$	—


Name	Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (3)	Grant Date Fair Value of Stock and Option Awards ($) (4)	Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (3)	Grant Date Fair Value of Stock and Option Awards ($) (4)
				Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)(2)	Maximum (#)						Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)(2)	Maximum (#)
Marguerite Nader	Marguerite Nader	02/10/20	(1)	—	1,285,843	1,796,098	—		—	—	—	Marguerite Nader	02/08/21	(1)	—	1,315,440	1,837,440	—	—	—	—	—
		02/11/20		—	—	—	—	16,126	—	12,379	2,093,977		02/09/21		—	—	—	—	14,378	—	14,258	1,826,474

Paul Seavey	Paul Seavey	02/10/20	(1)	—	644,656	900,472	—		—	—	—	Paul Seavey	02/08/21	(1)	—	657,463	918,361	—	—	—	—	—
		02/11/20		—	—	—	—	13,128	—	9,781	1,682,895		02/09/21		—	—	—	—	11,550	—	11,266	1,455,220

Patrick Waite	Patrick Waite	02/10/20	(1)	—	644,656	900,472	—		—	—	—	Patrick Waite	02/08/21	(1)	—	657,463	918,361	—	—	—	—	—
		02/11/20		—	—	—	—	13,128	—	9,781	1,682,895		02/09/21		—	—	—	—	11,550	—	11,266	1,455,220

Roger Maynard(5)	Roger Maynard(5)	02/10/20	(1)	—	644,656	900,472	—		—	—	—	Roger Maynard(5)	02/08/21	(1)	—	657,463	918,361	—	—	—	—	—
		02/11/20		—	—	—	—	7,215	—	5,394	926,257		02/09/21		—	—	—	—	6,369	—	6,213	802,512

David Eldersveld												David Eldersveld	02/08/21	(1)	—	657,463	918,361	—	—	—	—	—
													02/09/21		—	—	—	—	6,618	—	6,879	860,826


		Stock Awards (1)					Stock Awards (1)
Name	Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)	Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Marguerite Nader	Marguerite Nader	6,500 (2)	$411,840	6,500 (3)	$411,840	Marguerite Nader	5,500 (2)	$482,130	5,500 (2)	$482,130
		11,000 (4)	$696,960	11,000 (5)	$696,960		8,253 (3)	$723,458	8,253 (4)	$723,458
		12,379 (6)	$784,333	12,379 (7)	$784,333		14,258 (5)	$1,249,856	14,258 (6)	$1,249,856

Paul Seavey	Paul Seavey	5,331 (2)	$337,772	5,334 (3)	$337,962	Paul Seavey	4,533 (2)	$397,363	4,534 (2)	$397,450
		9,066 (4)	$574,422	9,068 (5)	$574,548		6,521 (3)	$571,631	6,522 (4)	$571,719
		9,781 (6)	$619,724	9,782 (7)	$619,788		11,266 (5)	$987,578	11,266 (6)	$987,578

Patrick Waite	Patrick Waite	5,331 (2)	$337,772	5,334 (3)	$337,962	Patrick Waite	4,533 (2)	$397,363	4,534 (2)	$397,450
		9,066 (4)	$574,422	9,068 (5)	$574,548		6,521 (3)	$571,631	6,522 (4)	$571,719
		9,781 (6)	$619,724	9,782 (7)	$619,788		11,266 (5)	$987,578	11,266 (6)	$987,578

Roger Maynard(7)	Roger Maynard(7)	2,917 (2)	$184,821	2,917 (3)	$184,821	Roger Maynard(7)	2,500 (2)	$219,150	2,500 (2)	$219,150
		5,000 (4)	$316,800	5,000 (5)	$316,800		3,596 (3)	$315,225	3,597 (4)	$315,313
		5,394 (6)	$341,764	5,395 (7)	$341,827		6,213 (5)	$544,632	6,213 (6)	$544,632

David Eldersveld						David Eldersveld	2,333 (2)	$204,511	2,334 (2)	$204,598
							3,982 (3)	$349,062	3,982 (4)	$349,062
							6,879 (5)	$603,013	6,879 (6)	$603,013


		Option Awards		Stock Awards			Option Awards		Stock Awards
Name	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($)	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($)
Marguerite Nader	Marguerite Nader	—	—	37,000	2,705,440	Marguerite Nader	—	—	31,768	1,953,732
Paul Seavey	Paul Seavey	—	—	30,401	2,222,921	Paul Seavey	—	—	25,858	1,590,267
Patrick Waite	Patrick Waite	—	—	30,401	2,222,921	Patrick Waite	—	—	25,858	1,590,267
Roger Maynard	Roger Maynard	—	—	16,666	1,218,618	Roger Maynard	—	—	14,213	874,099
David Eldersveld						David Eldersveld	—	—	12,787	786,400


Name of Beneficial Holder	Shares of Common Stock (1)	Common Stock Shares Upon Exercise of Options (2)	Total Shares of Common Stock	Percentage of Common Stock Class (3)
Andrew Berkenfield	529	2,495	3,024	*
Derrick Burks	—	—	—	*
Philip Calian	204,535	—	204,535	*
David Contis (4)	36,825	—	36,825	*
David Eldersveld	62,846	—	62,846	*
Constance Freedman	4,644	2,495	7,139	*
Thomas Heneghan (5)	394,765	—	394,765	*
Tao Huang (6)	31,058	41,500	72,558	*
Roger Maynard	273,898	—	273,898	*
Marguerite Nader	249,141	—	249,141	*
Scott Peppet (7)	8,042	—	8,042	*
Sheli Rosenberg (8)	1,114,523	—	1,114,523	*
Paul Seavey	144,017	—	144,017	*
Patrick Waite	206,102	—	206,102	*
Samuel Zell (9)	6,282,193	—	6,282,193	3.4%
Directors and Executive Officers as a group (15 persons)	9,013,118	46,490	9,059,608	5.0%


Name of Beneficial Holder	Shares of Common Stock (1)	Common Stock Shares Upon Exercise of Options (2)	Total Shares of Common Stock	Percentage of Common Stock Class (3)
Andrew Berkenfield	529	7,415	7,944	*
Derrick Burks	1,637	—	1,637	*
Philip Calian	207,372	—	207,372	*
David Contis (4)	21,003	—	21,003	*
David Eldersveld	70,466	—	70,466	*
Constance Freedman	5,127	8,535	13,662	*
Thomas Heneghan (5)	396,802	—	396,802	*
Roger Maynard (6)	269,220	—	269,220	*
Marguerite Nader	260,330	—	260,330	*
Scott Peppet (7)	9,598	—	9,598	*
Sheli Rosenberg (8)	1,116,954	—	1,116,954	*
Paul Seavey	153,029	—	153,029	*
Patrick Waite	215,129	—	215,129	*
Samuel Zell (9)	6,328,636	—	6,328,636	3.5%
Directors and Executive Officers as a group (14 persons)	9,055,832	15,950	9,071,782	5.0%


Computation of FFO and Normalized FFO:	2020		2019		2018		2017		2016
Net income available for common stockholders	$	228,268	$	279,123	$	212,596	$	189,904	$	164,037
Income allocated to non-controlling interests - common OP units	13,132		16,783		13,774		12,788		13,869
Membership upgrade sales upfront payments, deferred, net	12,062		10,451		7,380		4,108		3,079
Membership sales commissions, deferred, net	(1,660)		(1,219)		(813)		(354)		(223)
Depreciation and amortization	155,131		152,110		137,209		123,686		120,773
Depreciation on unconsolidated joint ventures	727		1,223		1,816		1,533		1,292
Gain on unconsolidated joint ventures	(1,229)		—		—		—		—
Gain on sale of real estate, net	—		(52,507)		—		—		—
FFO available for common stockholders	406,431		405,964		371,962		331,665		302,827
Insurance proceeds due to catastrophic weather event and other, net	—		(6,205)		(5,125)		757		—
Early debt retirement	10,786		2,085		1,071		2,785		—
COVID-19 expenses	1,446		—		—		—		—
Litigation settlement, net	—		—		—		—		2,415
Transaction costs	—		—		—		724		1,217
Normalized FFO available for common stockholders	$	418,663	$	401,844	$	367,908	$	335,931	$	306,459