EQUITY LIFESTYLE PROPERTIES INCELS
EQUITY LIFESTYLE PROPERTIES INC Stock Compensation Disclosure
Equity Incentive Awards
Grants Issued Under the 2014 Plan
Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014.
Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by our Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024. A maximum of 3,766,336 shares of common stock are available for grant under the 2024 Plan. The 2024 Plan replaced the 2014 Plan and is the sole plan available to us to provide equity incentive compensation to eligible participants as of its adoption.
The table below presents shares issued by the Company under the 2014 Plan and the 2024 Plan (grant date fair value amounts in thousands):
| Plan | Grant Date | Time-Based Awards | Performance Based Awards | Total Awards | Exercise Price | Grant Date Fair Value | ||||||||||||||||||||||||||||||||
| 2014 Equity Incentive Plan | February 6, 2024 | 45,187 | 45,191 | 90,378 | $ | 67.05 | $ | 4,040 | ||||||||||||||||||||||||||||||
| 2024 Equity Incentive Plan | May 1, 2024 | 16,626 | — | 16,626 | $ | 60.29 | $ | 1,002 | ||||||||||||||||||||||||||||||
| 2024 Equity Incentive Plan | February 4, 2025 | 49,881 | 49,884 | 99,765 | $ | 64.97 | $ | 4,372 | ||||||||||||||||||||||||||||||
| 2024 Equity Incentive Plan | April 29, 2025 | 18,227 | — | 18,227 | $ | 63.79 | $ | 1,163 | ||||||||||||||||||||||||||||||
Restricted stock and options under the 2014 Plan and 2024 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date. Individual grants could have different vesting periods but generally no longer than 3.5 years. All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest. For performance-based awards to be vested, performance conditions as established by the Compensation Committee in the year of the vesting period must be met. Awards are valued using the closing price at the grant date when all the key terms and conditions are known to all parties.
For the shares under the 2014 Plan awarded on February 6, 2024, 45,187 shares are time-based awards and 45,191 are performance-based awards and vest in equal installments over a three-year period on February 4, 2025, February 3, 2026 and February 2, 2027, subject to the achievement of performance goals. The time-based awards have a grant date fair value of $3.0 million. The 15,062 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $1.0 million.
Time-based awards for the shares under the 2024 Plan granted on May 1, 2024 are subject to various vesting dates between November 1, 2024 and April 30, 2027.
For the shares under the 2024 Plan awarded on February 4, 2025, 47,503 are time-based awards and vest in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, with the remaining 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027. These time-based awards have a grant date fair value of $3.2 million. The remaining 47,506 shares are performance-based awards and vest in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, subject to the achievement of performance goals, with the remaining 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027. The 17,418 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $1.1 million.
Time-based awards for the shares under the 2024 Plan granted on April 29, 2025 are subject to various vesting dates between October 29, 2025 and April 28, 2028.
As of December 31, 2025, 3,641,498 shares remained available for future grants.
Restricted Stock
A summary of our restricted stock activities and related information is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Balance at December 31, 2022 | 266,382 | $69.24 | |||||||||
| Granted | 143,275 | $56.63 | |||||||||
| Forfeited/Cancelled | — | $— | |||||||||
| Vested | (228,478) | $72.25 | |||||||||
| Balance at December 31, 2023 | 181,179 | $55.84 | |||||||||
| Granted | 107,004 | $66.00 | |||||||||
| Forfeited/Cancelled | (9,780) | $69.95 | |||||||||
| Vested | (99,462) | $70.11 | |||||||||
| Balance at December 31, 2024 | 178,941 | $69.51 | |||||||||
| Granted | 117,992 | $64.79 | |||||||||
| Forfeited/Cancelled | — | $— | |||||||||
| Vested | (95,241) | $70.38 | |||||||||
| Balance at December 31, 2025 | 201,692 | $66.34 | |||||||||
Compensation expense to be recognized subsequent to December 31, 2025 for restricted stock granted during or prior to 2025 that have not yet vested was $3.8 million, which is expected to be recognized over a weighted average term of 1.6 years.
Stock Options
The fair value of stock options granted was estimated on the grant date using the Black-Scholes-Merton model. The following table includes the assumptions made in the valuation:
| 2025 | 2024 | ||||||||||
| Dividend Yield | 3.3% | 3.1% | |||||||||
| Risk-Free Interest Rate | 3.9% | 4.6% | |||||||||
| Expected Life | 6.0 years | 5.8 years | |||||||||
| Expected Volatility | 28.6% | 28.7% | |||||||||
| Weighted Average Grant Date Fair Value Per Share | $15.06 | $15.28 | |||||||||
No options were forfeited or expired for the years ended December 31, 2025, 2024 and 2023. A summary of our stock option activity and related information is as follows:
| Shares Subject To Options | Weighted Average Exercise Price Per Share | Weighted Average Outstanding Contractual Life (in years) | Average Intrinsic Value (in thousands) | ||||||||||||||||||||
| Balance at December 31, 2022 | 80,985 | $54.94 | 6.2 | $994 | |||||||||||||||||||
| Options issued | 8,450 | $68.01 | |||||||||||||||||||||
| Balance at December 31, 2023 | 89,435 | $56.18 | 5.6 | $1,351 | |||||||||||||||||||
| Options issued | 29,855 | $60.29 | |||||||||||||||||||||
| Balance at December 31, 2024 | 119,290 | $57.21 | 5.8 | $1,265 | |||||||||||||||||||
| Options issued | 15,680 | $63.79 | |||||||||||||||||||||
| Options exercised | (41,500) | $40.65 | $1,126 | ||||||||||||||||||||
| Balance at December 31, 2025 | 93,470 | $65.66 | 7.1 | $10 | |||||||||||||||||||
| Exercisable at December 31, 2025 | 62,720 | $67.42 | 6.2 | $5 | |||||||||||||||||||
The table below provides the amount of stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income:
| For the Years Ended December 31, | ||||||||||||||||||||
| (amount in thousands) | 2025 | 2024 | 2023 (1) | |||||||||||||||||
| Stock-Based Compensation Expense | $ | 7,252 | $ | 6,702 | $ | 14,711 | ||||||||||||||
_____________________
(1)Includes accelerated vesting of stock-based compensation expense of $6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 23, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.