Director Tenure 2014 2018
10 or more years 71% 57%
0-9 years 29% 43%


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Executive Compensation Highlights

~~Compensation~~

~~Philosophy~~PROXY STATEMENT

Introduction

This Proxy Statement contains information related to the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Sun Communities, Inc. ("Company," "us," "we," and ~~Objectives~~"our"). Due to the public health impact of the coronavirus (COVID-19) pandemic, to comply with government directives and support the health and well-being of our stockholders, the Annual Meeting will be conducted in a virtual meeting only format on Friday, May 22, 2020, at 2:00 p.m. EDT. Stockholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity by logging in at www.virtualshareholdermeeting.com/SUI2020. Information on how to participate in this year’s meeting can be found on page 70.

On or about April 6, 2020 we began mailing a notice containing instructions on how to access these proxy materials to all stockholders of record at the close of business on March 23, 2020 (the "Record Date").

Proxy Statement Summary

Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership, a Michigan limited partnership (the “Operating Partnership”) and Sun Home Services, Inc., a Michigan corporation are referred to herein as the “Company,” “us,” “we,” and “our”. We are a self-administered and self-managed REIT.

This summary highlights information contained elsewhere in the Proxy Statement. It does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.

We utilize Core FFO, Same Community NOI, and Recurring EBITDA as supplemental measures of performance. These measures are further defined and reconciled to the most directly comparable measures under GAAP in the Non-GAAP Financial Measures set forth in Appendix A.

About Our ~~executive officer compensation program supports~~Annual Meeting

We provide answers to many questions about our ~~commitment~~Annual Meeting, including how to ~~provide superior stockholder value. This program is designed to:~~vote your shares, in our General Information section beginning on page 70 of this Proxy Statement.

Agenda and Voting Recommendations


Proposals			Board Recommendation	Page
1	Election of seven directors	FOR	8
2	Non-binding advisory vote on executive compensation	FOR	32
3	Ratification of selection of Grant Thornton LLP	FOR	64

Key Financial Highlights

During 2019, we continued our track record of delivering industry-leading results for our stockholders. We generated Same Community NOI growth of 7.3 percent, added nearly 2,700 RPS, and delivered annual Core FFO per share growth of 7.4 percent. Our total portfolio achieved a 96.4 percent occupancy level as of December 31, 2019, with our MH portfolio finishing the year at a 95.5 percent occupancy level.

We had a very active and successful year of sourcing and acquiring operating communities. In 2019, we invested in 47 operating properties valued at $815 million, which added over 10,300 sites to our portfolio. Approximately 80 percent of our operating asset acquisitions in 2019 were MH communities, with the balance comprised of RV resorts. We continued to actively pursue attractive acquisition opportunities of MH and RV properties, covering both age-restricted and all age communities.


◦	~~attract, retain and reward executives who have the motivation, experience and skills necessary to lead us effectively and encourage them to make career commitments to us;~~


◦	~~base executive compensation levels on our overall financial and operational performance and the individual contribution of an executive officer to our success;~~


◦	~~create a link between the performance of our stock and executive compensation; and~~


◦	~~position executive compensation levels to be competitive with other similarly situated public companies including the real estate industry.~~

~~Refer to the~~ ~~Compensation Discussion and Analysis~~ ~~section below for additional information regarding determinative factors for our executive officer compensation program.~~

~~Compensation Highlights~~



~~What~~ ~~We Do~~
þ	~~Pay for performance~~
þ	~~Double trigger change in control agreements~~
þ	~~Maintain a clawback policy~~
þ	~~Stock ownership guidelines for our executives (6x multiple of salary for CEO)~~

~~What~~ ~~We Don't Do~~
ý	~~Allow hedging of stock by directors or executive officers~~
ý	~~Excise tax gross-ups~~

~~2018 Executive Compensation Summary~~

Executive Officer Salary Non-equity Incentive Stock Awards All Other Compensation 2018 Total
Gary A. Shiffman $691,837 $1,089,643 $ 7,404,000
$8,298 $9,193,778

John B. McLaren $525,000 $669,375 $ 1,851,000
$1,179 $3,046,554

Karen J. Dearing $425,000 $669,375 $ 1,851,000
$8,506 $2,953,881

Jonathan M. Colman $75,000 $481,992 $ —
$2,816 $559,808

~~For detailed information regarding 2018 executive compensation, refer to the~~ ~~Summary Compensation Table~~ ~~section further below.~~

~~iii~~

~~Compensation Highlights~~

~~Refer to~~ ~~Compensation Discussion and Analysis~~ ~~further below for details regarding compensation plan updates.~~

~~Executive officer base salaries are the same for the fourth year in a row.~~

~~Annual incentive awards are measured with an increased emphasis on specific quantifiable goals and reduced weighting of the individual and discretionary components.~~

The long-term incentive award program does not include performance goals that overlap with the annual incentive award program and measures performance solely based on relative TSR over a multi-year period (with an absolute TSR modifier).

~~Our Chief Executive Officer was granted 40 percent fewer shares of restricted stock in 2019 as compared to 2018.~~

~~Voting~~



:SUN COMMUNITIES			)2020 - PROXY STATEMENT	*
~~Internet~~	~~Phone~~	~~Mail~~	~~In Person~~
~~Visit www.proxyvote.com. You will need the 16 digit number included on your proxy card, voter instruction form or notice.~~	~~Call (800) 690-6903. You will need the 16 digit number included on your proxy card, voter instruction form or notice.~~	~~Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.~~	~~If you plan to attend the meeting, you will need to bring a picture ID and proof of ownership of Sun Communities, Inc. stock as of the record date.~~1

~~Voting Recommendations~~

Proposal Description Board Recommendation Page
1 Election of seven directors C 15
2 Ratification of selection of Grant Thornton LLP C 18
3 Non-binding advisory vote on executive compensation C 49

~~TABLE OF CONTENTS~~



~~INTRODUCTION~~SUN COMMUNITIES		1
~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING~~2020 - PROXY STATEMENT	1
~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~	5
~~Board of Directors and Committees~~	5
~~Communications with the Board~~	10
~~Board Leadership Structure and Independence of Non-Employee Directors~~	10
~~Consideration of Director Nominees~~	11
~~Director Compensation Tables~~	13
~~Director Stock Ownership Guidelines~~	13
~~Corporate Sustainability~~	13
~~PROPOSAL NO. 1 - ELECTION OF DIRECTORS~~	15
~~PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF GRANT THORNTON LLP~~	18
~~REPORT OF THE AUDIT COMMITTEE~~	19
~~MANAGEMENT AND EXECUTIVE COMPENSATION~~	20
~~Executive Officers~~	20
~~Compensation Discussion and Analysis~~	21
~~Risks Arising from Compensation Policies and Practices~~	32
~~Anti-Hedging Policy~~	32
~~Executive Stock Ownership Guidelines~~	32
~~Summary Compensation Table~~	34
~~CEO Pay Ratio~~	35
~~Employment Agreements~~	35
~~Grants of Plan-Based Awards~~	38
~~Non-GAAP Financial Measures~~	39
~~Outstanding Equity Awards at Fiscal Year End~~	43
~~Stock Vested During Last Fiscal Year~~	45
~~Change in Control and Severance Payments~~	45
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~	47
~~COMPENSATION COMMITTEE REPORT~~	48
~~PROPOSAL NO. 3 - NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION~~	49
~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	50
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	51
~~SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS~~	52
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~	53
~~STOCKHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING~~	54
~~OTHER MATTERS~~	55 #

During 2019, we continued our 10-year trend of outperforming many of the leading real estate and market indices. Highlights of our performance include:

⁽¹⁾ Source: KeyBanc "The Leaderboard" publication.

⁽²⁾ Source: S&P Global as of December 31, 2019.

⁽³⁾ Source: Citi Investment Research, December 2019.

As a reflection of our performance and our ability to generate industry-leading results, we have continually raised our dividend each year since 2016. Concurrently, our stock price has increased on average 22.5 percent per year over the five years ended December 31, 2019, delivering industry leading value to our stockholders as our Core FFO has grown on average 7.9 percent over the same five years.


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Director Nominee Highlights

~~SUN COMMUNITIES, INC.~~

Meghan G. Baivier

Stephanie W. Bergeron

Brian M. Hermelin

Ronald A. Klein

Clunet R. Lewis

Gary A. Shiffman

Arthur A. Weiss

Independent Director

Age

Director Since

2017

2007

2014

2015

1993

1996

Audit Committee

Chair

Compensation Committee

Chair

NCG Committee

Chair

Executive Committee

MH Finance Committee

Chair

Our Board has a variety and the depth of knowledge, judgment, and experience necessary to provide effective oversight and vision. We continue to assess the composition of our Board to align our strategies and ensure a robust and diverse set of skills and experiences among Board members. Our current director diversity and experience and change in director tenure, are shown below:


Director Tenure	2019	2014
10 or more years	57%	71%
0-9 years	43%	29%

Additional details about each of the director nominees can be found beginning on page 8.


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Executive Compensation Highlights

PROXY STATEMENT

~~INTRODUCTION~~Introduction

This Proxy Statement contains information related to the ~~2019~~2020 Annual Meeting of ~~Stockholders~~Stockholders (the "Annual Meeting") of Sun Communities, Inc. ~~(the "Company"~~("Company," "us," "we," and "our")~~, which~~. Due to the public health impact of the coronavirus (COVID-19) pandemic, to comply with government directives and support the health and well-being of our stockholders, the Annual Meeting will be ~~held o~~conducted in a virtual meeting only format ~~n Tuesday,~~on Friday, May ~~21, 2019,~~22, 2020, at ~~11:~~2:00 ~~a.m. l~~p.m. EDT~~ocal time~~. Stockholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity by logging in at www.virtualshareholdermeeting.com/SUI2020. Information on how to participate in this year’s meeting can be found on page 70.

~~27777 Franklin Road, Suite 100, Southfield, MI 48034.~~

On or about ~~March 28, 2019,~~April 6, 2020 we began mailing a notice containing instructions on how to access these proxy materials to all stockholders of record at the close of ~~business~~business on March 8,23, 2020 (the "Record Date").

Proxy Statement Summary

About Our Annual Meeting

We provide answers to many questions about our Annual Meeting, including how to vote your shares, in our General Information section beginning on page 70 of this Proxy Statement.

Agenda and Voting Recommendations


Proposals			Board Recommendation	Page
1	Election of seven directors	FOR	8
2	Non-binding advisory vote on executive compensation	FOR	32
3	Ratification of selection of Grant Thornton LLP	FOR	64

Key Financial Highlights

During 2019, ~~(the "R~~we continued our track record of delivering industry-leading results for our stockholders. We generated Same Community NOI growth of 7.3 percent, added nearly 2,700 RPS, and delivered annual Core FFO per share growth of 7.4 percent. Our total portfolio achieved a 96.4 percent occupancy level as of December 31, 2019, with our MH portfolio finishing the year at a 95.5 percent occupancy level.

~~ecord Date").~~

~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING~~


SUN COMMUNITIES			2020 - PROXY STATEMENT			1

~~What is the Purpose~~


SUN COMMUNITIES			2020 - PROXY STATEMENT			#

During 2019, we continued our 10-year trend of outperforming many of the ~~Annual Meeting?~~leading real estate and market indices. Highlights of our performance include:

⁽¹⁾ Source: KeyBanc "The Leaderboard" publication.

⁽²⁾ Source: S&P Global as of December 31, 2019.

⁽³⁾ Source: Citi Investment Research, December 2019.

As a reflection of our performance and our ability to generate industry-leading results, we have continually raised our dividend each year since 2016. Concurrently, our stock price has increased on average 22.5 percent per year over the ~~Annual Meeting,~~five years ended December 31, 2019, delivering industry leading value to our stockholders ~~will vote~~as our Core FFO has grown on average 7.9 percent over the ~~following proposals (the “Proposals”):~~same five years.


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Director Nominee Highlights

Meghan G. Baivier

Stephanie W. Bergeron

Brian M. Hermelin

Ronald A. Klein

Clunet R. Lewis

Gary A. Shiffman

Arthur A. Weiss

Independent Director

Age

Director Since

2017

2007

2014

2015

1993

1996

Audit Committee

Chair

Compensation Committee

Chair

NCG Committee

Chair

Executive Committee

MH Finance Committee

Chair


Director Tenure	2019	2014
10 or more years	57%	71%
0-9 years	43%	29%

Additional details about each of the director nominees can be found beginning on page 8.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Executive Compensation Highlights

Philosophy and Objectives

Our executive officer compensation program supports our commitment to provide superior stockholder value. This program is designed to:

} Attract, retain, and reward executives who have the motivation, experience and skills necessary to lead us effectively and encourage them to make career commitments to us;

} Base executive compensation levels on our overall financial and operational performance and the individual contribution of an executive officer to our success;

} Create a link between the performance of our stock and executive compensation; and

} Position executive compensation levels to be competitive with other similarly situated public companies, especially those in the real estate industry.

Compensation Best Practices

What We Do

What We Don't Do

Pay for Performance:Majority of pay is performance based and not guaranteed.

No Hedging: Directors and executive officers are prohibited from hedging their ownership of stock.

Clawback Policy: We maintain a clawback policy that provides for recovery of incentive compensation in the event of a financial restatement due to material non-compliance with federal securities law.

No Excise Tax Gross Ups: The Company will not enter into any new agreements, or materially amend any existing employment agreements with its executives that provide excise tax gross-ups in the event of a change of control of the Company.

Stock Ownership Guidelines:Executives must comply with stock ownership requirements (6x multiple of salary for CEO).

Annual Compensation Risk Review: Annually assess risk in compensation programs.

Challenging Performance Objectives:Set challenging performance objectives for annual incentives.

Double Trigger Change of Control Agreements: An executive is entitled to severance only if, within a specified period following the change of control, he or she is terminated without cause or for good reason, or the successor Company does not expressly assume his or her employment agreement.

Use of Independent Consultant:The Compensation Committee has retained an independent compensation consultant that performs no other consulting services for the Company and has no conflicts of interest.

Additional details about each of our executive officers can be found on page 58.


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2019 Executive Compensation Summary


Executive Officer	Salary		Non-equity Incentive		Stock Awards		All Other Compensation		2019 Total
Gary A. Shiffman	$	691,837	$	1,383,675	$	5,889,480	$	4,273	$	7,969,265
John B. McLaren	$	525,000	$	1,010,625	$	2,453,950	$	—	$	3,989,575
Karen J. Dearing	$	425,000	$	850,000	$	2,453,950	$	6,647	$	3,735,597
Jonathan M. Colman	$	75,000	$	281,445	$	—	$	3,794	$	360,239

For detailed information regarding 2019 executive compensation, refer to the Summary Compensation Table section beginning on page 51.


}			Executive officer base salaries are the same for the fifth year in a row.
}			Annual incentive awards are measured with an increased emphasis on specific quantifiable goals and reduced weighting of the individual and discretionary components.
}			The long-term incentive award program does not include performance goals that overlap with the annual incentive award program and measures performance solely based on relative TSR over a multi-year period (with an absolute TSR modifier).

Refer to the Compensation Discussion and Analysis section beginning on page 34 for additional information regarding our executive officer compensation program.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Environmental, Social, and Governance Highlights

Environmental and Social Highlights and Achievements

Retrofitted 100 percent of our communities with LED lighting.

Launched due diligence process for a solar energy pilot program at 19 communities in California. Install of all 19 locations to be completed by summer 2021.

Replaced water meters at over 30 communities with real-time automatic meter reading system to proactively monitor and identify leaks.

Team members throughout the organization volunteered a total of 2,700+ hours. 100 percent of regular team members received safety training in 2019.

Awards and Recognition

In recognition of our commitment to creating a culture that values our team members while achieving significant financial growth, for the fourth consecutive year, we were named as one of Michigan's fastest growing companies in Crain’s Fast 50, and for the ninth consecutive year, we were named a Detroit Free Press Top Place to work.

Governance and Operational Highlights



Board composition is 29 percent female, exceeding the 2019 average of 20 percent for publicly traded REITs, and 26 percent for S&P 500 companies.						◦All communities are inspected every 6 to 8 weeks to ensure that we’re meeting operational and safety standards. ◦Comprehensive safety inspections of our communities are completed annually. ◦Third-party inspections are conducted on approximately 30 communities annually.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#


At Sun we adhere to the Golden Rule

•Treat others the way you want to be treated!
			~~Proposal No. 1~~Commitment: ~~— Elect~~We are committed to being the best in the industry. We work hard to keep team members motivated and rewarded. Committed team members are part of our recipe for continued success and growth.
			Intensity:The work environment at Sun Communities is intense and full of positive energy. We work hard to increase the confidence and determination of our team members so they’re prepared to meet the day-to-day challenges of the job.
			Empowerment:We provide the skills, resources, opportunities, and motivation for team members to succeed in their careers.
			Accountability:Every team member, no matter what role they hold, is equally responsible for contributing to the success of our company.
			Service:We have built our culture around a simple service philosophy: at Sun we adhere to the Golden Rule. Treat others the way you want to be treated.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

PROPOSAL NO. 1- ELECTION OF DIRECTORS

SUMMARY

What Am I Voting On?

At the Annual Meeting, seven directors will be elected. The NCG Committee evaluated each nominee in accordance with the committee's charter and our Corporate Governance Guidelines and submitted the nominees to the full Board for approval. All of the nominees were elected to the Board at the 2019 annual meeting. Each of the directors has served continuously from the date of his or her election to the present time.

The term of each of our directors expires at the Annual Meeting, or when his or her successor is duly elected and qualified or upon his or her earlier resignation or removal. Each director elected at the Annual Meeting will serve for a term commencing on the date of the Annual Meeting and continuing until our ~~2020~~2021 annual meeting of stockholders or until ~~their successors shall have been~~his or her successor is duly elected and ~~qualified;~~qualified or until his or her earlier resignation or removal.

In the absence of directions to the contrary, proxies will be voted in favor of the election of the seven nominees named below.

Vote Required

A majority of the votes cast at the Annual Meeting is required for the election of each director. Abstentions will not be counted in determining which nominees received a majority of votes cast since abstentions do not represent votes cast for or against a candidate. Brokers are not empowered to vote on the election of directors without instruction from the beneficial owner of the shares and thus broker non-votes likely will result. Because broker non-votes are not considered votes cast for or against a candidate, they will not be counted in determining which nominees receive a majority of votes cast. 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: FOR

The Board unanimously recommends that you vote "FOR" each of the seven nominees named below:


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Diversity of Skills, Qualifications, and Experience

The following chart lists the attributes of each director, as determined by the NCG Committee:

•Skills and Qualification

Shiffman

Lewis

Baivier

Bergeron

Hermelin

Klein

Weiss

Board Experience

Real Estate Industry

Mergers and Acquisitions

Property Operations

Financial Expertise

Legal / Regulatory

Capital Markets

Marketing / Investor Relations

Executive Leadership and Talent Development

Corporate Governance


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Director Biographical Summary

The following are biographical summaries of the individuals nominated for election at the Annual Meeting:

Gary A. Shiffman

Chairman, Chief Executive Officer and Director, Sun Communities, Inc.

65 years old

Director since: 1993

~~Proposal No. 2~~ ~~— Ratification~~Committee

Executive

Directorship Experience

Executive officer and director of SHS

Qualifications, Attributes, Skills and Experience

Actively involved in the management, acquisition, rezoning, expansion, marketing, construction and development of MH communities and RV resorts for over thirty years

Extensive network of industry relationships developed over the past thirty years

Significant direct holdings through family-related interests in various real estate asset classes (office, multi-family, industrial, residential and retail)

Clunet R. Lewis

Lead Independent Director, Sun Communities, Inc.
Retired Chairman & Chief Executive Officer, CRL Enterprise, Inc.

73 years old

Director since: 1993

Committees

Audit, Compensation

Directorship Experience

Chaired Special Committees of our Independent Directors formed to review and evaluate corporate structure strategies

Board Member, General Counsel, Chief Financial Officer, President, and Managing Director of other public and private companies

Qualifications, Attributes, Skills and Experience

Retired commercial lawyer specializing in mergers and acquisitions, debt financings, issuances of equity and debt securities, and corporate governance and control issues

Meghan G. Baivier

Director, Sun Communities, Inc.
Executive Vice President, Chief Financial Officer and Chief Operating Officer of Easterly Government Properties, Inc.

40 years old

Director since: 2017

Committees

NCG Chair, Audit

Directorship Experience

Sun Communities, Inc.

Qualifications, Attributes, Skills and Experience

Financial advisory and capital markets transaction experience as former Vice President of Citigroup's Real Estate and Lodging Investment Banking group

Former Equity Research Associate with Chilton Investment Company and High Yield Research Associate at Fidelity Management

MBA from Columbia Business School, awarded the prestigious Feldberg Fellowship and BA from Wellesley College


SUN COMMUNITIES			2020 - PROXY STATEMENT			10


SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Stephanie W. Bergeron, CPA, CGMA

Director, Sun Communities, Inc.
President and Chief Executive Officer of Bluepoint Partners, LLC

66 years old

Director since: 2007

Committees

Audit Chair, NCG

Directorship Experience

Serves on Henry Ford Health System Board of Trustees as chair of the ~~selection~~Finance and Planning Committee and a member of ~~Grant Thornton LLP as our independent registered public accounting firm for 2019;~~the Audit and Strategic Planning Committees

•

~~Proposal No. 3~~ ~~— Non-binding advisory vote~~4

Served on ~~executive compensation;~~Audit Committees of several publicly traded companies (including as chair) and a number of not for profit organizations

Qualifications, Attributes, Skills and Experience

Financial consulting, accounting, treasury, investor relations and tax matters experience

Former President and Chief Executive Officer of Walsh College and named President Emerita

Former Senior Vice President - Corporate Financial Operations of The Goodyear Tire & Rubber Company

Former Vice President and Assistant Treasurer of DaimlerChrysler Corporation

Named one of Crain’s Detroit Business' “Most Influential Women” in 1997 and in 2007

Brian M. Hermelin

Director, Sun Communities, Inc.
Co-founder and Managing Partner of Rockbridge Growth Equity LLC
Co-founder and General Partner of Detroit Venture Partners, LLC

54 years old

Director since: 2014

Committees

Compensation Chair, Audit

Directorship Experience

Chair of the Audit Committee of Jack Ohio LLC

Former Chairman of Active Aero Group/USA Jet Airlines Inc.

Qualifications, Attributes, Skills and Experience

Private equity and venture capital experience focusing on companies in the business services, financial services, sports, media and entertainment, and consumer direct marketing industries

Former Chief Executive Officer of Active Aero Group/USA Jet Airlines Inc.


SUN COMMUNITIES			2020 - PROXY STATEMENT			11


SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Ronald A. Klein

Director, Sun Communities, Inc.
Principal of JK Ventures LLC

62 years old

Director since: 2015

Committees

MH Finance Chair, NCG, Compensation and Executive

Directorship Experience

Director of TCF Financial Corporation (Chairman of the NCG Committee, Co-Chairman of the Strategic Initiatives Committee and a member of the Finance, Risk and Technology Committees)

Actively involved with several closely-held companies in the real estate industry and the technology industry and board member of several non-profit organizations

Former Director of Origen Financial, Inc., formerly a publicly traded Mortgage REIT that originated, securitized and serviced manufactured home loans

Qualifications, Attributes, Skills and Experience

Extensive real estate acquisition and development, finance and capital markets experience

Former CEO of Origen Financial, Inc.

Graduate of the University of Michigan Law School

Arthur A. Weiss

Director, Sun Communities, Inc.
Attorney and Chairman, Jaffe, Raitt, Heuer & Weiss, Professional Corporation

71 years old

Director since: 1996

Committees

Executive, MH Finance

Directorship Experience

Chairman of Jaffe, Raitt, Heuer & Weiss, Professional Corporation

Director of TCF Financial Corporation (Chairman of the Compensation Committee, member of the Credit Administration Committee and TCF Strategic Committee)

Director of several closely held companies in the real estate, steel, technology and banking industries

Director and officer of a number of closely held public and private nonprofit corporations, including the Detroit Symphony Orchestra (executive committee member, treasurer and board member)

Jewish Federation & United Jewish Foundation of Metropolitan Detroit Financial and Best Business Practice Committees member

Qualifications, Attributes, Skills and Experience

Practices law in the areas of business planning, mergers and acquisitions, taxation, estate planning and real estate

MBA in finance and a post graduate LLM degree from New York University in taxation

Previously recognized as one of the nation's Top 100 Attorneys by Worth magazine and has been chosen over the last 10 years as one of the Super Lawyers

Former Adjunct Professor of Law at Wayne State University and the University of Detroit


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

In addition ~~stockholders shall consider any~~to each director’s qualifications, experience and skills outlined above and the minimum Board qualifications set forth below under "Consideration of Director Nominees", our NCG Committee looked for certain attributes in each director and based on these attributes, and the mix of attributes of the other ~~business properly brought before~~incumbent directors, determined that each director should serve on our Board. The NCG Committee does not require that each director possess all of these attributes but rather that the ~~Annual Meeting.~~Board is comprised of directors that, taken together, provide us with a variety and depth of knowledge, judgment and experience necessary to provide effective oversight and vision. These attributes include: (a) significant leadership skills as a chief executive officer and/or relevant board member experience, (b) real estate industry experience, (c) transactional experience, especially within the real estate industry, (d) relevant experience in property operations, (e) financial expertise, and (f) legal or regulatory experience.

~~We have sent these proxy materials to you because our Board of Directors (the "Board of Directors" or "Board") is requesting that you allow your shares~~Certain Proceedings

To the best of our ~~common stock~~knowledge, as of the date of this document, there are no material proceedings to which any director is currently a party, or has a material interest, to the Company.

To the best of our knowledge, during the past tenyears:

i.there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions that are material to the evaluation of the ability or integrity of any director,

ii.no director has been the subject of or a party to any judicial or administrative proceedings relating to an alleged violation of any law or regulation prohibiting mail or wire fraud, or fraud in connection with any business entity, or violations of federal or state securities, commodities, banking or insurance laws and regulations, and

iii.no director has been the subject of or a party to any sanction or order of any self-regulatory organization, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Consideration of Director Nominees

Board Membership Criteria

The Board has established criteria for Board membership. These criteria include the following specific, minimum qualifications that the NCG Committee believes must be ~~represented~~met by an NCG Committee-recommended director nominee for a position on the Board:

} the candidate must have experience at a strategic or policy making level in a business, government, non-profit or academic organization of high standing;

} the ~~Annual Meeting~~candidate must be highly accomplished in his or her field, with superior credentials and recognition;

} the candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards;

} the candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the candidate may serve; and

} the candidate’s principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a director’s responsibilities to us or to our stockholders.

In addition to the minimum qualifications for each nominee set forth above, the NCG Committee will recommend director candidates to the full Board for nomination, or present director candidates to the full Board for consideration, to help ensure that:

} a majority of the Board shall be “independent” as defined by the ~~proxies named in~~NYSE rules;

} each of its Audit, Compensation, and NCG Committees shall be comprised entirely of independent directors; and

} at least one member of the ~~enclosed proxy card. This Proxy Statement contains information that we are required~~Audit Committee shall have such experience, education and qualifications necessary to ~~provide you under~~qualify as an “audit committee financial expert” as defined by the rules of the ~~Securities~~SEC.


SUN COMMUNITIES			2020 - PROXY STATEMENT			13


SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Identifying and ~~Exchange Commission ("SEC") and that is designed to assist you in voting your shares of common stock.~~

~~Who is Entitled to Vote?~~

Evaluating Nominees

~~You will be entitled to vote your shares of common stock on the Proposals if you held your shares of common stock at the close of business on the Re~~
cord Date. As of the Record Date, a total of 86,367,361 shares of common stock were outstanding and entitled to vote held by 238 holders of record. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy. Each share of co~~mmon stock entitles its holder to cast one vote for each matter to be voted upon.~~

~~What is Required to Hold the Annual Meeting?~~

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding and entitled to vote on the Record Date will constitute a quorum permitting business to be conducted at the Annual Meeting. If you have returned valid proxy instructions or you attend the Annual Meeting and vote in person, your shares of common stock will be countedNCG Committee may solicit recommendations for ~~purposes of determining whether there is a quorum, even if you abstain~~director nominees from ~~voting on~~ any or all matters introduced at the Annual Meeting. If there is not a quorum at the Annual Meeting, the stockholders entitled to vote at the Annual Meeting, whether present in person or represented by proxy, will only have the power to adjourn the Annual Meeting until such time as there is a quorum. The Annual Meeting may be reconvened without notice to the stockholders, other than an announcement at the prior adjournment of the Annual Meeting, within 120 days after the Record Date, and a quorum must be present at such reconvened Annual Meeting.

~~How do I Vote?~~

~~Your vote is important.~~ ~~Stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card.~~

~~To vote by Internet, go to www.proxyvote.com and follow the instructions there. You will need the 16 digit number included on your proxy card, voter instruction form or notice.~~

To vote by telephone, stockholders should dial the phone number listed on their voter instruction form and follow the instructions. You will need the 16 digit number included on the voter instruction form or notice.

~~If you received a notice and wish to vote by traditional proxy card, you can receive a full set of materials at no charge through one~~ of the following ~~methods:~~

~~(i)~~sources: non-management directors, executive officers, third-party search firms or any other source it deems appropriate. The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by ~~internet: www.proxyvote.com;~~

a stockholder in compliance with the NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. In evaluating proposed director candidates, the NCG considers the following qualifications that it believes nominees should have:

~~(ii)~~} proven real estate and/or REIT experience;

} a track record of strong management and leadership capabilities at a successful organization;

} sufficient time to devote to Board responsibilities; and

} independence from the Company and its current directors and employees.

When nominating a sitting director for re-election, the NCG Committee will consider the director’s performance on the Board and the director’s qualifications in respect to the criteria set forth above. Other than circumstances in which we are legally required by ~~phone:~~contract or otherwise to provide third parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.

~~(800) 579-1639;~~ or

Review of Stockholders' Director Nominees

The NCG Committee’s current policy is to review and consider any director candidates who have been recommended by stockholders in compliance with the procedures established from time to time by the NCG Committee. All stockholder recommendations for director candidates must be submitted in writing to our Secretary at Sun Communities, Inc., 27777 Franklin Road, Suite 200, Southfield, MI 48034, who will forward all recommendations to the NCG Committee. All stockholder recommendations for director candidates must include the following information:

} the stockholder’s name, address, number of shares owned, length of period held and proof of ownership;

} the proposed director candidate's name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years.

} a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time;

} a description of all arrangements or understandings between the stockholder and the proposed director candidate;

} the proposed director candidate's consent to (1) be named in the proxy statement relating to our annual meeting of stockholders and (2) serve as a director if elected at such annual meeting; and

} any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

Director Compensation

Mr. Shiffman, who is our Chairman of the Board and Chief Executive Officer, receives no additional compensation for his service as a director. The discussion below pertains to our non-employee directors.

Compensation Processes

Our Compensation Committee annually assesses the total compensation for non-employee directors relative to the compensation provided by similarly sized REITs and by our peer group. The Compensation Committee benchmarks our director compensation to that of our peers by comparing the aggregate total compensation of all of our non-employee directors to the aggregate total compensation of all of the non-employee directors of each of our peers. We believe the aggregate total compensation of all of our directors is more relevant to the interests of our stockholders than per-director compensation. The aggregate total compensation paid to our non-employee directors is consistent with the total compensation paid to the non-employee directors of our peers.

Beginning in 2016 and continuing through 2019, the Company adopted multi-year plans for non-employee director compensation. Equity incentive compensation under those plans tie more closely than cash compensation to the Company’s


~~(iii)~~SUN COMMUNITIES			~~by email:~~ ~~sendmaterial@proxyvote.com~~ ~~(your email should contain the 16 digit number in the subject line included on the voter instruction form or notice).~~ 2020 - PROXY STATEMENT			14

~~The deadline for voting by phone or electronically is 11:59 p.m., Eastern Time, on May 20, 2019.~~

If you complete your proxy via the internet, telephone or properly sign and return you proxy card, your shares will be voted as you direct. You may specify whether your shares should be voted: (1) for all, some or none of the nominees for director, (2) for or against Proposal No. 2, and (3) for or against Proposal No. 3.

We encourage you to provide voting instructions to your brokerage firm by returning a completed proxy. This ensures your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive notice of this Proxy Statement.

~~Can I Change or Revoke My Proxy?~~

Yes, you may change your proxy at any time before the Annual Meeting by timely delivery of a properly executed, later-dated proxy or by voting in person at the Annual Meeting. You may also revoke your proxy by filing with our Secretary, any time prior to the time set for commencement of the Annual Meeting, a written notice of revocation bearing a later date than the proxy. However, attendance (without further action) at the Annual Meeting will not by itself constitute revocation or change of a previously granted proxy.

~~What are the Board’s Recommendations?~~

~~If no instructions are indicated on your valid proxy, the representatives holding your proxy will vote in accordance with the recommendations of the Board. The Board unanimously recommends a vote:~~



•SUN COMMUNITIES		~~FOR~~ ~~the election of each of the nominees for director;~~
•2020 - PROXY STATEMENT	~~FOR~~ ~~the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for 2019; and~~
•	~~FOR~~ ~~the non-binding approval of the executive compensation as disclosed in this Proxy Statement~~ #

~~With respect~~overall stock performance and the interests of stockholders. The compensation plans increased the number of restricted stock awards issued by 200 shares per year to ~~any other matter that properly comes before~~ensure director compensation was appropriately linked to the ~~Annual Meeting or any adjournment or postponement thereof,~~Company’s stock performance. In addition, the ~~representatives holding proxies will vote~~cash compensation component of director compensation increased by $2,500 per assignment each year. Finally, the Compensation Committee increased the annual cash fees for the Lead Independent Director in ~~their own discretion.~~

~~How Can I Receive a Proxy Statement~~2019 and ~~Annual Report?~~

the MH Finance Committee chair, as discussed below.

In an effort to align the interests of the Board with those of its stockholders, the Company’s directors are subject to a stock ownership guideline policy. Under this policy, as of December 31, 2019, each director was required to own shares of our stock with a value equal to three times his or her annual Board cash retainer (exclusive of committee and Lead Independent Director fees). As of December 31, 2019, the value of average company stock ownership by the Company’s non-employee directors was 69 times the amount of the annual Board cash retainer, and each director was in compliance with the policy, demonstrating that the interests of directors are aligned with the interests of stockholders. In February 2020, the Company amended its guidelines to require directors to own stock with a value equal to eight times the annual Board cash retainer.

As the Company's stock price has increased since 2016, the fair value of the stock awards issued to directors has mirrored that increase. The value of stock awards as a percentage of total director compensation has increased year over year as follows:

} 62 percent of total director compensation in 2016,

} 63 percent of total director compensation in 2018, and

} 68 percent of total director compensation in 2019.

In 2018, the most recent year for which peer data is available, our aggregate director compensation was $2,257,704, or 24.8 percent above the $1,809,222 average aggregate director compensation of our peer group. Our ~~Proxy Statement~~five year total shareholder return ranked in the 96^th percentile of our peer group and our ~~Annual Report~~aggregate director compensation ranked in the 91^stpercentile of our peers.

The Company also monitors its total director compensation expense, as a function of various Company metrics, to assure that the total expense is consistent with the Company’s growth and overall stockholder value. The total director compensation expense as compared to the Company’s total market capitalization, at year end, is a relevant factor to stockholder interests. From 2015 to 2019 the total director compensation as a percentage of the Company's total market capitalization declined by 54 percent.

One of the Company’s objectives is to provide affordable housing solutions, regardless of geographic location, to residents within our communities. Ensuring there are adequate lending platforms and financing partners is critical for homeowners to be able to finance their manufactured homes. The MH Finance Committee of the Board plays a key role in providing expertise and a network of resources across the real estate and financial services industries to the Company's management in helping meet this objective. Mr. Klein is the Chair of the MH Finance Committee. For nearly two decades, Mr. Klein was the Chief Executive Officer and a director of Origen Financial, Inc., formerly a publicly traded Mortgage REIT that originated, serviced and securitized manufactured home loans. Mr. Klein, as Chair of the MH Finance Committee, has been instrumental in providing oversight and guidance to management in connection with manufactured housing finance matters. In particular, he has been actively involved in the Company’s manufactured housing finance joint venture, GTSC, LLC. GTSC is in the business of acquiring, holding, financing, securitizing and selling loans secured, directly or indirectly, by manufactured homes located in the Company's communities. Mr. Klein has broad and deep experience in the origination, servicing, sale and securitization of manufactured housing loans, and has valuable insight into the manufactured housing finance industry and capital markets. Mr. Klein meets at least weekly with management to provide guidance, advice and direction to support the Company's manufactured housing finance activities, and is regularly updated as to GTSC’s business, including oversight of negotiations and the structuring of various transactions. The Compensation Committee determined that the retainer fee of $100,000 paid to Mr. Klein as Chair of the MH Finance Committee is appropriate in light of his significant efforts and because he provides knowledge, experience and a skill set that the Company otherwise does not have.

Mr. Lewis’ total director compensation had been the highest compensation for our non-employee directors for several years prior to 2018, due to his service on ~~Form 10-K~~all standing committees (Audit, Compensation, and NCG), as chair of our Audit Committee, as our Lead Independent Director, and as chair of special committees charged with reviewing corporate structure strategies. For 2020, Mr. Lewis's overall cash compensation is a 20 percent decrease from what he received in 2019, as described below.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

Compensation Committee Adjustments for 2020

For 2020, the Compensation Committee, as part of its review of director compensation, reduced both cash and noncash payments to directors to better align director compensation with that of peers while continuing to appropriately compensate and incentivize directors to maximize stockholder value. These measures for 2020 include:

} Reduction of Lead Independent Director cash compensation by 38 percent from $40,000 to $25,000.

} Reduction of Audit Committee member cash compensation by 41 percent from $42,500 to $25,000 per member.

} Reduction of Audit Committee chair cash compensation by 58 percent from $47,500 to $30,000.

} No Increase in compensation for Compensation Committee, NCG Committee or Executive Committee members.

} Reduction of the number of restricted shares awarded to each director to 1,700 restricted shares in 2020 as compared

to 3,000 restricted shares in 2019, a 43 percent decrease.

Positions as chair of two Board committees were rotated effective in the first quarter of 2020, with Ms. Bergeron and Ms. Baivier leading the Audit Committee and NCG Committee, respectively.

Overall cash compensation to the Board for 2020 as compared to 2019 was reduced by 9 percent. The adjustments to both cash and noncash director compensation components in 2020 will result in the total compensation payable to each individual Board member either decreasing or remaining the same as compared with 2019.

In light of the disruption and uncertainty caused by the ongoing coronavirus (COVID-19) pandemic, each of our non-executive directors has agreed to forgo his or her Board and committee compensation for the second quarter of 2020.

2019 Non-Employee Director Compensation Tables

During 2019, we paid non-employee directors the following fees:


Elements Of Compensation	Chair		Member
Board Annual Retainer	$	—	$	80,000
Audit Committee	$	47,500	$	42,500
Compensation Committee	$	22,500	$	17,500
NCG Committee	$	22,500	$	17,500
Executive Committee	$	—	$	17,500
MH Finance Committee	$	100,000	$	17,500
Lead Independent Director	$	—	$	40,000
Board Restricted stock award ⁽¹⁾	$	—	$	341,040


SUN COMMUNITIES			2020 - PROXY STATEMENT			16


SUN COMMUNITIES			2020 - PROXY STATEMENT			#

The following table provides compensation information for each non-employee member of the Board for the year ended December 31, ~~2018,~~2019.


Directors				Fees Earned Paid in Cash			2019 Restricted Stock Award ⁽¹⁾			Total		Aggregate number of restricted shares outstanding at December 31, 2019
	Meghan G. Baivier	$	140,000		$	341,040		$	481,040		7,100
	Stephanie W. Bergeron	$	140,000		$	341,040		$	481,040		8,400
	Brian M. Hermelin	$	145,000		$	341,040		$	486,040		8,400
	Ronald A. Klein	$	237,500		$	341,040		$	578,540		8,400
	Clunet R. Lewis	$	185,000		$	341,040		$	526,040		8,400
	Arthur A. Weiss	$	115,000		$	341,040		$	456,040		8,400
		$	962,500		$	2,046,240		$	3,008,740		49,100

⁽¹⁾The fair value associated with these awards was measured using the closing price of our common stock as ~~filed with~~of the ~~SEC~~grant date. Each non-employee director was granted 3,000 shares of restricted stock that will vest on February ~~21,~~14, 2022. For additional information on the valuation assumptions with respect to these grants, refer to Note 11, "Share-Based Compensation," in the Consolidated Financial Statements of our 2019~~is available electronically via the Internet at www.proxyvote.com.~~ ~~In addition, we will provide without charge to each person to whom this Proxy Statement is delivered, upon written or verbal request, a copy of this Proxy Statement and our~~ Annual Report on Form ~~10-K for~~10-K.

Director Stock Ownership Guidelines

In an effort to align the ~~year ended December 31, 2018, which contains our audited financial statements. Written~~

~~or telephone requests should be directed to us at 27777 Franklin Road, Suite 200, Southfield, Michigan 48034. Our telephone number is (248) 208-2500.~~

~~If you received a notice and wish to vote by traditional proxy card, you can receive a full set of materials at no charge through one~~interests of the ~~following methods:~~

Company's management with those of its stockholders, the Company has adopted a policy under which its non-employee directors are subject to equity ownership guidelines. Under these guidelines, each director is required to:

~~(i)~~} ~~by internet: www.proxyvote.com;~~Own shares of our stock with a value equal to eight times his or her annual cash retainer (exclusive of chair or committee fees).

} Achieve compliance with these guidelines by five years from the later of: (i) February 13, 2020, which was the date these guidelines were last amended, or (ii) ~~by phone: (800) 579-1639;~~the date he or


~~(iii)~~	~~by email: sendmaterial@proxyvote.com (your email should contain the 16 digit number in the subject line included on the voter instruction form or notice~~ she becomes as director.).

~~What Vote is Needed to Approve Each Proposal?~~

~~Following are the votes needed in order for each Proposal to be approved at the Annual Meeting. For all Proposals a quorum must be present at the Annual Meeting.~~

~~Proposal No. 1~~} : ~~The affirmative vote by~~Until he or she complies with the guidelines, or if he or she fails to comply due to a ~~majority~~reduction in our stock price, he or she must retain at least 50 percent of all ~~the votes cast in person or by proxy at the Annual Meeting is necessary for the election of seven directors to serve until~~ ~~our 2020 annual meeting of stockholders, or~~ ~~until their successors shall have been duly elected and qualified.~~

~~Proposal No. 2~~: The affirmative vote by a majority of all the votes cast in person or by proxy at the Annual Meeting is required for the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for 2019.

~~Proposal No. 3~~: The affirmative vote by a majority of all the votes cast in person or by proxy at the Annual Meeting is required for the non-binding approval of the executive compensation of our named executive officers as disclosed in this Proxy Statement.

We will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions do not constitute a vote "for" or "against" any matter being voted on at the Annual Meeting and will not be counted as "votes cast." Therefore, abstentions will have no effect on any of the proposals. Broker "non-votes," or proxies from brokers or nominees indicating that such broker or nominee has not received instructions from the beneficial owner or other entity entitled to vote such shares on a particular matter with respect to which such broker or nominee does not have discretionary voting power, will be treated in the same manner as abstentions for purposes of the Annual Meeting. If you are a beneficial owner whose shares of ~~common~~restricted stock ~~are held~~as they vest (not including any newly vested shares sold or withheld to pay applicable taxes).

As of record by a broker, your broker has discretionary voting authority under New York Stock Exchange ("NYSE") rules to vote your shares on Proposal No. 2 even if the broker does not receive voting instructions from you. However, under NYSE rules, your broker does not have discretionary authority to vote on any of the other proposals without instructions from you, in which case a broker "non-vote" will occur and your shares of common stock will not be voted on these matters.

~~How is My Vote Counted?~~

If the proxy in the form enclosed is duly executed, dated and returned, and it has not been revoked in accordance with the instructions enclosed, the shares of common stock represented by the proxy will be voted by Gary A. Shiffman and Karen J. Dearing, the Board’s proxy agents for the Annual Meeting, in the manner specified in the proxy. If no specification is made, the common stock will be voted ~~“for”~~ ~~the election of the seven nominees for the Board~~, ~~“for”~~ ~~the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for 2019,~~ ~~“for”~~ the executive compensation as disclosed in this Proxy Statement, and at the discretion of Gary A. Shiffman and Karen J. Dearing, the Board’s designated representatives for the Annual Meeting, with respect to such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. It is not anticipated that any matters other than those set forth in this Proxy Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders. In addition, no stockholder proposals or nominations were received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

~~Who is Soliciting My Proxy?~~

This solicitation of proxies is made by and on behalf of our Board. Proxies may be solicited by personal interview, telephone, facsimile or email or by our directors, officers and employees. Arrangements may also be made with brokerage houses or other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of common stock held of record by such persons, and we may reimburse them for reasonable out-of-pocket expenses incurred in forwarding the material. ~~We anticipate fees and expenses for these parties will not exceed $5,000. The costs of all proxy solicitation will be borne by us.~~

~~Our principal executive offices are located at 27777 Franklin Road, Suite 200, Southfield, Michigan 48034.~~

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~

~~Board of Directors and Committees~~

~~Under our charter,~~March 23, 2020, each of our directors ~~serves~~was in compliance with the stock ownership guidelines.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#


Governments and businesses are employing stringent measures to slow the spread of the COVID-19 virus. To fulfill our mission of social responsibility, as well as to prioritize the health and well-being of our residents, guests, vendors and team members, we want to share important information about our efforts to help prevent the spread of COVID-19.
Commitment to Cleanliness			•Standards for hygiene and cleanliness are of the utmost importance to us, and we have taken additional steps to further the safety of our residents, guests and team members. •Our leadership team is continually monitoring and implementing the latest guidelines on cleaning and prevention protocols with frequent communications sent out to all locations within our portfolio.
Health and Safety Protocols			We continue to implement a number of practices based upon guidelines from healthcare authorities and government agencies: •Real-time monitoring of information related to COVID-19. •Ongoing training for team members. •Posting informational content regarding recommended hand washing procedures in restrooms, breakrooms, offices and common areas to increase awareness of these everyday preventive measures. •Defined cycles and procedures for frequent cleaning and disinfection of high-touch areas. •Enhanced cleaning and sanitization protocols for vacation rentals, cottages, and cabins. •Centralized procurement and distribution of EPA-registered disinfectant products to all communities and resorts, as available. •Adjustment of team schedules and working arrangements, where necessary, to support social distancing practices.
Ongoing Community Operations			In these unprecedented times, we felt it was prudent to make the difficult decision to temporarily reduce access to certain areas within our communities and resorts while encouraging social distancing protocols. The following measures are in effect as of March 31, 2020: •Our offices are staffed with reduced hours and will not be open for resident/guest interaction except for emergencies. •We are committed to assisting individuals who are in the process of moving in, renting or purchasing a home, or leasing a site. Our offices are available by appointment to assist individuals through this process. •Our pools, waterparks, golf courses, stores, and restaurants are closed to avoid the congregation of individuals. •Other outdoor amenities are available for resident and guests to use at their own discretion. Social distancing protocols as recommended by the CDC should be maintained. •Our clubhouses, activity/club rooms, and other indoor amenity spaces are closed.
We continue to closely monitor statements from the CDC and WHO regarding COVID-19, and continue following guidelines from these organizations and other local and state government agencies.


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SUN COMMUNITIES			2020 - PROXY STATEMENT			#

CORPORATE GOVERNANCE

Effective corporate governance is essential for maximizing long-term value creation for our stockholders. Our beliefs have been grounded in a ~~one-year term or until his or her successor~~values-based ethically led organization; this foundation continues to guide our decisions and leadership.

Our governance structure is ~~duly elected~~set forth in our Corporate Governance Guidelines and ~~qualified.~~ other key governance documents. These guidelines are reviewed at least annually and updated as appropriate in response to evolving best practices, regulatory requirements, feedback from our annual Board evaluations, and recommendations made by our stockholders and proxy advisors, all with the goal of supporting and effectively overseeing our ongoing strategic growth.

The Company is governed by a Board and Committees of the Board that meet throughout the year.

Board of Directors

Our current directors are Meghan G. Baivier, Stephanie W. Bergeron, Brian M. Hermelin, Ronald A. Klein, Clunet R. Lewis, Gary A. Shiffman and Arthur A. Weiss. Under our charter, each of our directors serves for a one-year term or until his or her successor is duly elected and qualified.

The Board is elected by stockholders to oversee and provide guidance on the Company’s business and affairs. It is the ultimate decision-making body of the Company except for those matters reserved for stockholders by law or pursuant to the Company’s governance documents. The Board oversees management’s activities in connection with proper safeguarding of the assets of the Company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations, and proper governance. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and to position the Company to compete more effectively, sustain its success, and build long-term stockholder value.

The Board meets quarterly, or more often as necessary. The Board met ~~five~~six times during ~~2018~~2019 and took various actions ~~pursuant to resolutions adopted~~ by ~~unanimous~~ written consent. All directors attended at least ~~75%~~75 percent of the meetings of the Board and each committee on which they served. All of our then-serving board members attended the ~~2018~~2019 annual ~~meeting of our stockholders.~~meeting.

Board's Role in Risk Oversight

The Board oversees and implements its risk management function several different ways. Specifically, the Audit Committee directs our risk assessment and ~~enterprise risk management ("ERM")~~ERM policies with the Chief Financial Officer and other senior accounting staff, our internal auditor and our independent accountants in conjunction with its review of our financial statements.

Annually, our senior management and executive management teams identify, consolidate and prioritize risks facing the Company. Risk mitigation activities to prevent, mitigate and monitor key risks are formalized and response activities are planned or being planned in the event a risk event does occur. Key risks analyzed include macroeconomic (e.g., economic conditions or access to capital markets) issues, strategic (e.g., acquisitions or regulatory changes) issues and operational (e.g., succession planning, privacy/identity management, data recovery and cybersecurity) issues. As requested, the Company's ERM committee presents to the full Board, who take an active role in risk oversight. From time to time, the Audit Committee discusses with senior management the Company's risk appetite and strategies, risk culture, and risk-related business processes.

In addition, the Board discusses the general risks facing us, the risk factors disclosed in our annual and periodic reports and our risk management policies with our executive management team from time to time throughout the year. In the event that a specific risk is identified, the Board or the Audit Committee directs management to assess, evaluate and provide remedial recommendations to the Board or the Audit Committee. These efforts have included formalizing the Company's succession planning for executives and key employees, documenting and reviewing emergency preparedness plans to facilitate rapid response to a range of threats, and cyber-security risk mitigation plans.


SUN COMMUNITIES			2020 - PROXY STATEMENT			19


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Committees of the Board of Directors

Several important functions of the Board may be performed by committees that are comprised of members of the Board. Our bylaws authorize the formation of these committees and grant the Board the authority to prescribe the functions of each committee and the standards for membership of each committee. In addition, the Board appoints the members of each committee. The Board has five standing committees: an Audit Committee, a Compensation Committee, ~~a Nominating and Corporate Governance~~an NCG Committee, ~~(the "NCG Committee"),~~ an Executive Committee, and a ~~Manufactured Housing~~MH Finance Committee (the "MH Finance Committee"). You may find copies of the charters of the Audit Committee, the Compensation Committee, the NCG Committee and the Executive Committee under the “Investors-Officers and Directors” section of our website at www.suncommunities.com. You may also find a copy of our Corporate Governance Guidelines and our code of business conduct and ethics under the “Investors-Officers and Directors” section of our website at www.suncommunities.com. All of the committee charters, our corporate governance guidelines and our code of business conduct and ethics are available in print to any stockholder who requests them.Committee.

Committee Key Functions / Information
Members⁽¹⁾
Independent Number of Meetings in 2018
Audit 4 Has sole authority to appoint, retain, terminate and determine the compensation of our independent accountants Clunet R. Lewis þ 5
(Chairperson)
4 Reviews with our independent accountants the scope and results of the audit engagement Meghan G. Baivier þ

4 Approves professional services provided by our independent accountants Stephanie W. Bergeron þ

4 Reviews independence of our independent accountants Brian M. Hermelin þ

4 Directs and controls our internal audit function
4 Operates pursuant to a fifth amended and restated charter, approved by the Board in October 2016.

4 Charter available on our website: www.suncommunities.com under "Investors-Officers and Directors"

4 All current Committee members are considered "audit committee financial experts," as defined by SEC rules

You may find each of the following documents in the Governance section of our website at:

suncommunities.com/investor-relations/

•Committee Charters

•Corporate Governance Guidelines

•Code of Business Conduct and Ethics

In addition, we will send print copies of any of these documents to any stockholder who requests them.

Audit Committee

Members: Stephanie W. Bergeron (Chair), Meghan G. Baivier, Brian M. Hermelin, and Clunet R. Lewis

All members of the Audit Committee are independent

Meetings held in 2019: 4

Stephanie W. Bergeron,
Committee Chair

Key ~~Functions /~~Responsibilities

Has sole authority to appoint, retain, terminate, and determine the compensation of our independent accountants

Reviews with our independent accountants the scope and results of the audit engagement

Approves professional services provided by our independent accountants

Reviews independence of our independent accountants

Directs and controls our internal audit function

Other Information

~~Members~~

~~Independent~~

~~Number of Meetings~~

Operates pursuant to a Sixth Amended and Restated Charter, approved by the Board in ~~2018~~June 2019

The Board has determined that all current Committee members are "audit committee financial experts," as defined by SEC rules

During 2019, the Audit Committee members were Mr. Lewis (Chair), Mr. Hermelin, Ms. Bergeron, and Ms. Baivier


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Compensation Committee

Members: Brian M. Hermelin (Chair), Ronald A. Klein, and Clunet R. Lewis

All members of the Compensation Committee are independent

Meetings held in 2019: 2

Brian M. Hermelin,
Committee Chair

Key Responsibilities

Consults with executive management in developing a compensation philosophy

~~Brian M. Hermelin~~

2 ⁽²⁾

~~(Chairperson)~~

Reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and such other executive officers as may be designated by the Chief Executive Officer, evaluates the performance of such officers in light of such goals and objectives, and determines and approves the compensation of such officers based on these evaluations

~~Ronald A. Klein~~

Approves the compensation of our other executive officers

~~Clunet R. Lewis~~

Recommends to the Board for approval the compensation of the non-employee directors

Oversees our incentive-compensation plans and equity-based plans

Reviews and approves any employment agreements and severance agreements to be made with any existing or prospective executive officer

Other Information

Operates pursuant to a ~~first amended~~First Amended and ~~restated charter,~~Restated Charter, approved by the Board in March 2016

~~Charter available~~In addition to formal meetings, during 2019 committee members met frequently on ~~our website: www.suncommunities.com under "Investors-Officers~~an informal basis and ~~Directors"~~met regularly with management to discuss executive compensation matters.

Took various actions by unanimous written consent in ~~2018~~2019

~~Committee~~

~~Key Functions / Information~~During 2019, the Compensation Committee members were Mr. Hermelin (Chair), Mr. Klein, and Mr. Lewis

~~Members~~

~~Independent~~

~~Number of Meetings in 2018~~


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NCG Committee

Members: Meghan G. Baivier (Chair), Stephanie W. Bergeron, and Ronald A. Klein

All members of the NCG Committee are independent

Meetings held in 2019: 2

Meghan G. Baivier,
Committee Chair

Key Responsibilities

Identifies individuals qualified to become Board members, consistent with criteria approved by the Board

~~Ronald A. Klein~~

1 ⁽³⁾

~~(Chairperson)~~

Recommends that the Board select the committee-recommended nominees for election at each annual meeting of stockholders

~~Stephanie W. Bergeron~~

Develops and recommends to the Board a set of corporate governance guidelines

~~Meghan G. Baivier~~ ⁽⁴⁾

Periodically reviews such guidelines and recommends any changes, and oversees the evaluation of the Board

~~Operates pursuant to a charter, approved by the Board in March 2004.~~

~~Charter available on our website: www.suncommunities.com under "Investors-Officers and Directors"~~

Considers diversity and skills in identifying nominees for service on our Board

Considers the entirety of the Board and a wide range of economic, social and ethnic backgrounds and does not nominate representational directors from any specific group

Reviews the Company’s ESG strategy, initiatives and policies developed by management, and receives updates from the Company regarding significant ESG activities

Administers the Company’s Code of Business Conduct and Ethics

Other Information

Operates pursuant to a Second Amended and Restated Charter, approved by the Board in February 2020

In addition to formal meetings, during 2019 committee members met frequently on an informal basis, met regularly with management to discuss corporation governance issues and met informally with management to discuss director nomination and committee assignments.

During 2019, the NCG Committee members were Mr. Klein (Chair), Ms. Bergeron, and Ms. Baivier

MH Finance Committee

Members: Ronald A. Klein (Chair) and Arthur A. Weiss

No formal meetings in 2019 (see below)

Ronald A. Klein, Committee Chair

Key ~~Functions /~~Responsibilities

Reviews, considers, and evaluates all potential sources of financing for manufactured homes

Oversees negotiations of the terms and conditions of any such financing, subject to the Board's approval of the definitive agreements

Oversees GTSC, the Company's MH Financing joint venture and the relationship with the joint venture partner

Plays a key role in providing expertise and a network of resources across the real estate and financial services industry

Other Information

~~Members~~

~~Independent~~

~~Number of Meetings~~

Created by the Board in ~~2018~~April 2016

Committee did not hold any formal meetings, however, during 2019 committee members (i) met informally on an consistent basis ; (ii) met with management and GTSC joint venture partner on a regular basis to discuss MH financing matters; and (iii) engaged in extensive discussions with third parties regarding various opportunities and potential transactions.

During 2019, the MH Finance Committee members were Mr. Klein (Chair) and Mr. Weiss


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Executive Committee

Members: Gary A. Shiffman, Ronald A. Klein, and Arthur A. Weiss

No formal meetings in 2019 (see below)

Key Responsibilities

Manages our day-to-day business and affairs between regular Board meetings

~~Ronald A. Klein~~

[* ⁽⁵⁾]

Has specific authority to approve all acquisitions and/or financings (including refinancings of existing debt) by us or our subsidiaries up to a maximum purchase price or loan amount of $125 million per ~~transaction~~transaction.

~~Gary A. Shiffman~~

In no event may the Committee, without the prior approval of the Board acting as a whole:

~~Arthur A. Weiss~~

(i)

Recommend to the stockholders an amendment to our charter

(ii)

Amend our bylaws

(iii)

Adopt an agreement of merger or consolidation

(iv)

Recommend to the stockholders the sale, lease or exchange of all or substantially all of our property and assets

(v)

Recommend to the stockholders our dissolution or a revocation of a dissolution

(vi)

Fill vacancies on the Board

(vii)

Fix compensation of the directors for serving on the Board or on a committee of the Board

(viii)

Declare distributions or authorize the issuance of our stock

(ix)

Approve or take any action with respect to any related party transaction involving us

(x)

Take any other action which is forbidden by our bylaws or charter

~~Operates pursuant to a charter, approved by the Board in January 2014 and amended in February 2015 and July 2015~~

~~Charter available on our website: www.suncommunities.com under "Investors-Officers and Directors"~~

All actions taken by the Committee must be promptly reported to the Board as a whole and are subject to ratification, revision and alteration by the Board

~~Took various actions by unanimous written consent in 2018~~

~~Committee~~

~~Key Functions / Information~~

~~Members~~

~~Independent~~

~~Number of Meetings in 2018~~

~~MH Finance~~Other Information

~~Reviews, considers and evaluates all potential sources of financing for manufactured homes~~

~~Ronald A. Klein~~

[* ⁽⁶⁾]

~~(Chairperson)~~

~~Negotiates the terms and conditions of any such financing, subject~~Operates pursuant to ~~the Board's approval of the definitive agreements~~

~~Arthur A. Weiss~~

~~Created~~a charter, approved by the Board in ~~April 2016~~January 2014 and amended in February 2015 and July 2015

⁽¹⁾

~~The Board has determined that each member of the Audit Committee is an "audit committee financial expert" as defined under SEC rules.~~

⁽²⁾

~~In addition to formal meetings, during 2018 committee members met frequently on an informal basis and met regularly with management to discuss executive compensation matters.~~


⁽³⁾	In addition to formal meetings, during 2018 committee members met frequently on an informal basis, met regularly with management to discuss corporation governance issues and met informally with management to discuss director nomination and committee assignments.


⁽⁴⁾	~~Meghan G. Baivier became a member of the NCG Committee on February 14, 2019. Prior to that date, Clunet R. Lewis served on the NCG Committee.~~

⁽⁵⁾

Committee did not hold any formal meetings, however, various actions were taken by unanimous written consent during ~~2018~~2019 and the committee met informally on a periodic basis.

In 2019, the Executive Committee members were Mr. Shiffman, Mr. Klein, and Mr. Weiss


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Board Leadership Structure and Independence of Non-Employee Directors

The Board and the NCG Committee assess and revise our leadership structure from time to time. The Board does not have a fixed policy regarding the separation of the offices of Chairman and Chief Executive Officer. The Board believes that it should maintain the flexibility to select the Chairman and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders. Gary A. Shiffman currently serves as our Chairman of the Board and Chief Executive Officer. The Board believes that combining the Chairman and Chief Executive Officer positions is the right corporate governance structure for us at this time because it most effectively utilizes Mr. Shiffman's extensive experience and knowledge regarding the Company and the manufactured home industry and provides for the most efficient leadership of our Board and the Company. The Board believes that Mr. Shiffman, rather than an independent director, is in the best position, as Chairman and Chief Executive Officer, to lead Board discussions regarding our business and strategy and to help the Board respond quickly and effectively to the many business challenges affecting the Company. The Board also believes that this structure is preferable because it allows one person to speak for and lead the Company and the Board and that splitting the roles of Chairman and Chief Executive Officer may cause the Company's leadership to be less effective.

Although the Board believes that it is more effective to have one person serve as our Chairman and Chief Executive Officer at this time, it also recognizes the importance of strong independent leadership on the Board. Accordingly, in addition to maintaining a significant majority of independent directors (as described below) and independent Board committees, the Board appoints a Lead Independent Director on an annual basis to serve for a term of one year. Clunet R. Lewis is currently serving as Lead Independent Director. The Lead Independent Director calls and presides at the executive sessions of our independent directors, acts as a liaison between our management team and the Board and is responsible for identifying, analyzing and making recommendations to the Board with respect to certain strategic and extraordinary matters. The Board believes that its Lead Independent Director structure including the duties and responsibilities described above provides the same independent leadership, oversight, and benefits for the Company and the Board that would be provided by an independent Chairman.

The NYSE rules require that a majority of the Board consist of members who are independent. There are different measures of director independence under the NYSE independence rules, under Section 16 of the Exchange Act. The Board has reviewed information about each of our non-employee directors and determined that Meghan G. Baivier, Stephanie W. Bergeron, Brian M. Hermelin, Ronald A. Klein and Clunet R. Lewis are independent directors. The independent directors meet on a regular basis in executive sessions without management participation. In 2019, the executive sessions occurred after many of the regularly scheduled meetings of the entire Board and may occur at such other times as the independent directors deem appropriate or necessary.

Compensation Committee Interlocks and Insider Participation

Messrs. Brian M. Hermelin, Ronald A. Klein and Clunet R. Lewis served as members of the Compensation Committee of our Board during 2019. None of the members of the Compensation Committee has been or will be one of our officers or employees. We do not have any interlocking relationships between our executive officers and the Compensation Committee and the executive officers and compensation committees of any other entities, nor has any such interlocking relationship existed in the past.


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Stakeholder Outreach and Engagement

Sun Communities is committed to engaging stakeholders across our organization and throughout the broader communities in which we operate. Continuous engagement with our stockholders, team members, residents and guests, and local communities is paramount to our success.

Stockholders

We recognize the value of listening to the views of our stockholders, and the relationship with our stockholders is an integral part of our corporate governance practices. In addition to our customary participation at industry and investment community conferences, investor road shows, and analyst meetings, we conduct stockholder outreach throughout the year to ensure that management and the board of directors understand and consider the issues of importance to our stockholders and are able to address them appropriately.

Our continuous engagement with our stockholders through quarterly earnings calls, SEC filings, proxy statements, press releases, investor conferences, and our annual stockholder meeting provides transparency.

We welcome feedback from all stockholders who can contact our investor relation team by:


⁽⁶⁾	Committee did not hold any formal meetings, however, during 2018 committee members (i) met informally on a periodic basis; (ii) met with management at least monthly to discuss MH financing matters; and (iii) engaged in extensive discussions with third parties regarding various opportunities and potential transactions.
Internet	Call	Email	Mail
www.suncommunities.com	(248) 208-2500	investorrelations@suncommunities.com	Sun Communities, Inc. Attn: Investor Relations, 27777 Franklin Road, Ste. 200, Southfield, MI 48034

Team Members

We engage, gather feedback from, and communicate with our team members through various channels, including annual team member satisfaction surveys; SunSource, our intranet site; a dedicated Concierge Team; the Sun Idea Box; and one-on-one meetings with leaders. We maintain an anonymous hotline and online portal for team members to report concerns, issues, or violations of our strict code of conduct, company policies, or laws, without fear of retaliation.

Residents and Guests

Resident and guest engagement is always of paramount importance at Sun. We value feedback from our residents and guests to improve our communities, resorts and services offered. We engage with them through community events, one-on-one daily interactions, newsletters, Net Promoter Score surveys and email communications that are designed to keep everyone informed about what’s happening in their communities and resorts.

Local Communities

Community engagement is what helps make Sun Communities so successful. We actively participate in the broader communities in which we operate through our Sun Unity program. Refer to page 67 for more details on our Sun Unity initiatives.


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~~Communications~~Identifying and Evaluating Nominees

The NCG Committee may solicit recommendations for director nominees from any or all of the following sources: non-management directors, executive officers, third-party search firms or any other source it deems appropriate. The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a stockholder in compliance with the ~~Board~~NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. In evaluating proposed director candidates, the NCG considers the following qualifications that it believes nominees should have:

} proven real estate and/or REIT experience;

~~If you wish~~} a track record of strong management and leadership capabilities at a successful organization;

} sufficient time to ~~communicate~~devote to Board responsibilities; and

} independence from the Company and its current directors and employees.

When nominating a sitting director for re-election, the NCG Committee will consider the director’s performance on the Board and the director’s qualifications in respect to the criteria set forth above. Other than circumstances in which we are legally required by contract or otherwise to provide third parties with ~~any~~the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.

Review of Stockholders' Director Nominees

} the stockholder’s name, address, number of shares owned, length of period held and proof of ownership;

} a description of all arrangements or understandings between the stockholder and the proposed director candidate;

} the proposed director candidate's consent to (1) be named in the proxy statement relating to our annual meeting of stockholders and (2) serve as a director if elected at such annual meeting; and

} any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

Director Compensation

Compensation Processes


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overall stock performance and the interests of stockholders. The compensation plans increased the number of restricted stock awards issued by 200 shares per year to ensure director compensation was appropriately linked to the Company’s stock performance. In addition, the cash compensation component of director compensation increased by $2,500 per assignment each year. Finally, the Compensation Committee increased the annual cash fees for the Lead Independent Director in 2019 and the MH Finance Committee chair, as discussed below.

} 62 percent of total director compensation in 2016,

} 63 percent of total director compensation in 2018, and

} 68 percent of total director compensation in 2019.

In 2018, the most recent year for which peer data is available, our aggregate director compensation was $2,257,704, or 24.8 percent above the $1,809,222 average aggregate director compensation of our peer group. Our five year total shareholder return ranked in the 96^th percentile of our peer group and our aggregate director compensation ranked in the 91^stpercentile of our peers.

Mr. Lewis’ total director compensation had been the highest compensation for our non-employee directors for several years prior to 2018, due to his service on all standing committees (Audit, Compensation, and NCG), as chair of our Audit Committee, as our Lead Independent Director, and as chair of special committees charged with reviewing corporate structure strategies. For 2020, Mr. Lewis's overall cash compensation is a 20 percent decrease from what he received in 2019, as described below.


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Compensation Committee Adjustments for 2020

} Reduction of Lead Independent Director cash compensation by 38 percent from $40,000 to $25,000.

} Reduction of Audit Committee member cash compensation by 41 percent from $42,500 to $25,000 per member.

} Reduction of Audit Committee chair cash compensation by 58 percent from $47,500 to $30,000.

} No Increase in compensation for Compensation Committee, NCG Committee or Executive Committee members.

} Reduction of the number of restricted shares awarded to each director to 1,700 restricted shares in 2020 as compared

to 3,000 restricted shares in 2019, a 43 percent decrease.

Positions as chair of two Board committees were rotated effective in the first quarter of 2020, with Ms. Bergeron and Ms. Baivier leading the Audit Committee and NCG Committee, respectively.

2019 Non-Employee Director Compensation Tables

During 2019, we paid non-employee directors the following fees:


Elements Of Compensation	Chair		Member
Board Annual Retainer	$	—	$	80,000
Audit Committee	$	47,500	$	42,500
Compensation Committee	$	22,500	$	17,500
NCG Committee	$	22,500	$	17,500
Executive Committee	$	—	$	17,500
MH Finance Committee	$	100,000	$	17,500
Lead Independent Director	$	—	$	40,000
Board Restricted stock award ⁽¹⁾	$	—	$	341,040


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The following table provides compensation information for each non-employee member of the Board for the year ended December 31, 2019.


Directors				Fees Earned Paid in Cash			2019 Restricted Stock Award ⁽¹⁾			Total		Aggregate number of restricted shares outstanding at December 31, 2019
	Meghan G. Baivier	$	140,000		$	341,040		$	481,040		7,100
	Stephanie W. Bergeron	$	140,000		$	341,040		$	481,040		8,400
	Brian M. Hermelin	$	145,000		$	341,040		$	486,040		8,400
	Ronald A. Klein	$	237,500		$	341,040		$	578,540		8,400
	Clunet R. Lewis	$	185,000		$	341,040		$	526,040		8,400
	Arthur A. Weiss	$	115,000		$	341,040		$	456,040		8,400
		$	962,500		$	2,046,240		$	3,008,740		49,100

⁽¹⁾The fair value associated with these awards was measured using the closing price of our common stock as of the grant date. Each non-employee director was granted 3,000 shares of restricted stock that will vest on February 14, 2022. For additional information on the valuation assumptions with respect to these grants, refer to Note 11, "Share-Based Compensation," in the Consolidated Financial Statements of our 2019 Annual Report on Form 10-K.

Director Stock Ownership Guidelines

In an effort to align the interests of the Company's management with those of its stockholders, the Company has adopted a policy under which its non-employee directors are subject to equity ownership guidelines. Under these guidelines, each director is required to:

} Own shares of our stock with a value equal to eight times his or her annual cash retainer (exclusive of chair or committee fees).

} Achieve compliance with these guidelines by five years from the later of: (i) February 13, 2020, which was the date these guidelines were last amended, or (ii) the date he or she becomes as director.

} Until he or she complies with the guidelines, or if he or she fails to comply due to a reduction in our stock price, he or she must retain at least 50 percent of all shares of restricted stock as they vest (not including any newly vested shares sold or withheld to pay applicable taxes).

As of March 23, 2020, each of our directors was in compliance with the stock ownership guidelines.


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Governments and businesses are employing stringent measures to slow the spread of the COVID-19 virus. To fulfill our mission of social responsibility, as well as to prioritize the health and well-being of our residents, guests, vendors and team members, we want to share important information about our efforts to help prevent the spread of COVID-19.
Commitment to Cleanliness			•Standards for hygiene and cleanliness are of the utmost importance to us, and we have taken additional steps to further the safety of our residents, guests and team members. •Our leadership team is continually monitoring and implementing the latest guidelines on cleaning and prevention protocols with frequent communications sent out to all locations within our portfolio.
Health and Safety Protocols			We continue to implement a number of practices based upon guidelines from healthcare authorities and government agencies: •Real-time monitoring of information related to COVID-19. •Ongoing training for team members. •Posting informational content regarding recommended hand washing procedures in restrooms, breakrooms, offices and common areas to increase awareness of these everyday preventive measures. •Defined cycles and procedures for frequent cleaning and disinfection of high-touch areas. •Enhanced cleaning and sanitization protocols for vacation rentals, cottages, and cabins. •Centralized procurement and distribution of EPA-registered disinfectant products to all communities and resorts, as available. •Adjustment of team schedules and working arrangements, where necessary, to support social distancing practices.
Ongoing Community Operations			In these unprecedented times, we felt it was prudent to make the difficult decision to temporarily reduce access to certain areas within our communities and resorts while encouraging social distancing protocols. The following measures are in effect as of March 31, 2020: •Our offices are staffed with reduced hours and will not be open for resident/guest interaction except for emergencies. •We are committed to assisting individuals who are in the process of moving in, renting or purchasing a home, or leasing a site. Our offices are available by appointment to assist individuals through this process. •Our pools, waterparks, golf courses, stores, and restaurants are closed to avoid the congregation of individuals. •Other outdoor amenities are available for resident and guests to use at their own discretion. Social distancing protocols as recommended by the CDC should be maintained. •Our clubhouses, activity/club rooms, and other indoor amenity spaces are closed.
We continue to closely monitor statements from the CDC and WHO regarding COVID-19, and continue following guidelines from these organizations and other local and state government agencies.


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CORPORATE GOVERNANCE

Effective corporate governance is essential for maximizing long-term value creation for our stockholders. Our beliefs have been grounded in a values-based ethically led organization; this foundation continues to guide our decisions and leadership.

Our governance structure is set forth in our Corporate Governance Guidelines and other key governance documents. These guidelines are reviewed at least annually and updated as appropriate in response to evolving best practices, regulatory requirements, feedback from our annual Board evaluations, and recommendations made by our stockholders and proxy advisors, all with the goal of supporting and effectively overseeing our ongoing strategic growth.

The Company is governed by a Board and Committees of the Board that meet throughout the year.

Board of Directors

The Board meets quarterly, or more often as necessary. The Board met six times during 2019 and took various actions by written consent. All directors attended at least 75 percent of the meetings of the Board and each committee on which they served. All of our then-serving board members attended the 2019 annual meeting.

Board's Role in Risk Oversight

The Board oversees and implements its risk management function several different ways. Specifically, the Audit Committee directs our risk assessment and ERM policies with the Chief Financial Officer and other senior accounting staff, our internal auditor and our independent accountants in conjunction with its review of our financial statements.

In addition, the Board discusses the general risks facing us, the risk factors disclosed in our annual and periodic reports and our risk management policies with our executive management team from time to time throughout the year. In the event that a specific risk is identified, the Board or the Audit Committee directs management to assess, evaluate and provide remedial recommendations to the Board asor the Audit Committee. These efforts have included formalizing the Company's succession planning for executives and key employees, documenting and reviewing emergency preparedness plans to facilitate rapid response to a ~~group, you may do so by writing to them at:~~range of threats, and cyber-security risk mitigation plans.



~~Name(s) of Director(s)/Board of Directors of Sun Communities, Inc.~~SUN COMMUNITIES
~~c/o Compliance Officer~~2020 - PROXY STATEMENT
~~Sun Communities, Inc.~~
~~27777 Franklin Road, Suite 200~~
~~Southfield, MI 48034~~19

~~If you wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, you may do so by writing to:~~



~~Chairman~~SUN COMMUNITIES	2020 - PROXY STATEMENT	#

Committees of the Board of Directors

You may find each of the following documents in the Governance section of our website at:

suncommunities.com/investor-relations/

•Committee Charters

•Corporate Governance Guidelines

•Code of Business Conduct and Ethics

In addition, we will send print copies of any of these documents to any stockholder who requests them.

Audit Committee

Members: Stephanie W. Bergeron (Chair), Meghan G. Baivier, Brian M. Hermelin, and Clunet R. Lewis

All members of the Audit Committee ~~of Sun Communities, Inc.~~are independent

~~c/o Compliance Officer~~

Meetings held in 2019: 4

~~Sun Communities, Inc.~~Stephanie W. Bergeron,
Committee Chair

~~27777 Franklin Road, Suite 200~~

~~Southfield, MI 48034~~Key Responsibilities

Has sole authority to appoint, retain, terminate, and determine the compensation of our independent accountants

Reviews with our independent accountants the scope and results of the audit engagement

Approves professional services provided by our independent accountants

Reviews independence of our independent accountants

Directs and controls our internal audit function

Other Information

Operates pursuant to a Sixth Amended and Restated Charter, approved by the Board in June 2019

The Board has determined that all current Committee members are "audit committee financial experts," as defined by SEC rules

During 2019, the Audit Committee members were Mr. Lewis (Chair), Mr. Hermelin, Ms. Bergeron, and Ms. Baivier

~~You are welcome to make any such report anonymously but we prefer that you identify yourself so that we may contact you for additional information if necessary or appropriate.~~

~~If you wish to communicate with our non-management directors as a group, you may do so by writing to:~~


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~~Non-Management Directors of Sun Communities, Inc.~~Compensation Committee

~~c/o Compliance Officer~~

Members: Brian M. Hermelin (Chair), Ronald A. Klein, and Clunet R. Lewis

~~Sun Communities, Inc.~~

~~27777 Franklin Road, Suite 200~~

All members of the Compensation Committee are independent

~~Southfield, MI 48034~~

Meetings held in 2019: 2

Brian M. Hermelin,
Committee Chair

Key Responsibilities

Consults with executive management in developing a compensation philosophy

Approves the compensation of our other executive officers

Recommends to the Board for approval the compensation of the non-employee directors

Oversees our incentive-compensation plans and equity-based plans

Reviews and approves any employment agreements and severance agreements to be made with any existing or prospective executive officer

Other Information

Operates pursuant to a First Amended and Restated Charter, approved by the Board in March 2016

In addition to formal meetings, during 2019 committee members met frequently on an informal basis and met regularly with management to discuss executive compensation matters.

Took various actions by unanimous written consent in 2019

During 2019, the Compensation Committee members were Mr. Hermelin (Chair), Mr. Klein, and Mr. Lewis

We recommend that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Compliance Officer will be forwarded by the Compliance Officer promptly to the addressee(s).


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