csr-20240408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Material

☐ Soliciting Material Pursuant to §240.14a-12

CENTERSPACE



(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11.

CENTERSPACE

3100 10th St SW

P.O. Box 1988

Minot, ND 58702-1988

April 9, 2024

Dear Fellow Shareholders:

It is a pleasure to invite you to attend the 54th Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Centerspace (“we,” “us,” “our,” “Centerspace,” or the “Company”), to be held on Monday, May 20, 2024, at 12:00 p.m. Central Daylight Time via webcast. You will be able to attend the 2024 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting: www.virtualshareholdermeeting.com/CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

At the 2024 Annual Meeting, you will be asked to vote on the following items:

1.the election of seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified;

2.an advisory vote on executive compensation (the “say-on-pay vote”);

3.the ratification of Grant Thornton LLP as our independent auditor for the year ending December 31, 2024; and

4.such other matters as may properly come before the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Trustees recommends that you vote for each of these proposals.

Information about the 2024 Annual Meeting and the formal business to be acted on by our shareholders is included in the Notice of Annual Meeting and the Proxy Statement that follow. Our 2024 proxy materials and Annual Report for the year ended December 31, 2023 are available online at www.proxyvote.com.

On or about April 9, 2024, we mailed most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on: (1) how to access our Proxy Statement and Annual Report via the Internet and (2) how to vote. The notice also included instructions on how to receive a paper copy of the proxy materials. On or about April 9, 2024, other shareholders, in accordance with their prior requests, were sent e-mail notifications containing instructions on how to access our proxy materials via the Internet and to vote or have been mailed paper copies of our proxy materials and a proxy card or voting form.

Please refer to the Proxy Statement for details on the 2024 Annual Meeting, including detailed information on each of the proposals to be voted on at the meeting. Your shareholder vote is important, and I encourage you to vote promptly.

Sincerely,

Centerspace

_____________________________________

Anne Olson

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Monday, May 20, 2024, at 12:00 p.m. CDT

_____________________________________

Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Centerspace (“we,” “us,” “our,” “Centerspace,” or the “Company”), will be held on Monday, May 20, 2024, at 12:00 p.m. Central Daylight Time, via webcast, for the following purposes:

1.To elect seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified;

2.To hold an advisory vote on executive compensation (the “say-on-pay vote”);

3.To ratify Grant Thornton LLP as our independent auditor for the year ending December 31, 2024; and

4.To transact such other business as may properly come before the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.

These items are described in more detail in the Proxy Statement. We have not received notice of any other matters that may properly be presented at the 2024 Annual Meeting.

Our Board of Trustees has fixed the close of business on March 25, 2024 as the record date for determining the shareholders entitled to receive notice of and to vote at the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for our 2024 Annual Meeting to be held on May 20, 2024: The 2024 Proxy Materials and Annual Report for the year ended December 31, 2023 are available at www.proxyvote.com.

By Order of the Board of Trustees,

________________________________________________

Anne Olson

President, Chief Executive Officer and Secretary

April 9, 2024

Minot, North Dakota


It is important that your shares be represented and voted at the 2024 Annual Meeting. You can vote your shares by one of the following methods: (1) by Internet; (2) by telephone; (3) if you received your proxy materials by mail, by mailing your proxy card; or (4) virtually during the 2024 Annual Meeting. Any proxy may be revoked in the manner described in the Proxy Statement at any time prior to its exercise at the 2024 Annual Meeting.

TABLE OF CONTENTS


			Page
PROPOSAL 1: ELECTION OF TRUSTEES			6
DESCRIPTION OF PROPOSAL			6
REQUIRED VOTE			7
VOTE RECOMMENDED			7
NOMINEES			7
CORPORATE GOVERNANCE AND BOARD MATTERS			11
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS AND THE ANNUAL MEETING			12
TRUSTEE INDEPENDENCE			12
BOARD LEADERSHIP STRUCTURE			12
BOARD COMMITTEES			12
EXECUTIVE SESSIONS			16
POLICY REGARDING DIVERSITY			16
BOARD ROLE IN RISK OVERSIGHT			16
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG)			17
CODE OF CONDUCT AND CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS			17
EQUITY OWNERSHIP AND RETENTION POLICY			17
COMPLIANT PROCEDURE			19
COMMUNICATIONS TO THE BOARD			19
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			19
TRUSTEE COMPENSATION			21
TRUSTEE COMPENSATION TABLE FOR 2023			22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			25
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			26
COMPENSATION DISCUSSION AND ANALYSIS			27
NAMED EXECUTIVE OFFICERS			27
EXECUTIVE SUMMARY AND ACHIEVEMENTS FOR 2023			27
EXECUTIVE COMPENSATION PHILOSOPHY			29
ROLE OF THE COMPENSATION COMMITTEE AND COMPENSATION CONSULTANT IN SETTING EXECUTIVE COMPENSATION			29
ROLE OF MANAGEMENT AND COMPENSATION CONSULTANT IN EXECUTIVE COMPENSATION DECISIONS			30
EXECUTIVE COMPENSATION PEER GROUP			30
DETERMINATION OF COMPENSATION FOR NAMED EXECUTIVE OFFICERS			31
COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM			31
SAY-ON-PAY RESULTS AND CONSIDERATION			36
EMPLOYMENT AGREEMENTS			37
COMPANY POLICIES			37
COMPENSATION COMMITTEE REPORT			39
EXECUTIVE COMPENSATION			40
GRANTS OF PLAN-BASED AWARDS			42
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023			43
OPTIONS EXERCISES AND SHARES VESTED			44
EQUITY COMPENSATION PLAN INFORMATION			44
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			45
CEO PAY RATIO			48
COMPENSATION POLICIES AND RISK MANAGEMENT			48
401(K) PLAN			49


			-i-

TABLE OF CONTENTS

(continued)


			Page
PAY VERSUS PERFORMANCE			50
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			53
ACCOUNTING AND AUDIT COMMITTEE MATTERS			54
REPORT OF THE AUDIT COMMITTEE			55
SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS			56
HOUSEHOLDING OF PROXY MATERIALS			56
COMMUNICATING WITH CENTERSPACE			57
OTHER MATTERS			57
APPENDIX A NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS			A-1


John A. Schissel Chair			•President and Director of Carr Properties, a privately held real estate investment trust that owns, manages, acquires, and develops premium-quality commercial properties in Washington, DC, Boston, Massachusetts, and Austin, Texas. •Served as trustee of the Company since April 19, 2016 and was appointed Chairman effective December 9, 2021. •Over 30 years collectively in the real estate and REIT sectors both as an executive for both publicly traded and private-equity owned real estate companies and as a banker. This includes significant strategic, capital markets, operational and investment experience at the executive leadership level. •Served as the Executive Vice President of Invitation Homes, the nation’s largest owner and operator of single-family rental homes from 2014 to 2015; and Executive Vice President and Chief Financial Officer of BRE Properties, a NYSE-listed, multi-family REIT based on the West Coast, from 2009 to 2014 when it merged with Essex Property Trust. •Previously, served as Executive Vice President and Chief Financial Officer at Carr Properties’ predecessor, Columbia Equity Trust, from 2004 to 2009, which included its 2005 NYSE-listed initial public offering and subsequent sale to an affiliate of JP Morgan Asset Management in 2007. Prior to his time at Columbia Equity Trust, served as a commercial and investment banker at Wachovia Bank and predecessor entities from 1991 to 2004. •Received his Bachelor of Science degree in Business Administration with a concentration in finance from Georgetown University.
Age: 57
Trustee since 2016
Independent Trustee
Committees: Chair of the Board of Trustees


Jeffrey P. Caira			•Former Director - Co-Portfolio Manager with AEW Capital Management. •Served as a trustee of the Company since June 23, 2015, is currently Chair of the Nominating and Governance Committee and a member of the Audit Committee; was Chair of the Board from April 2017 to December 2021. •Over 40 years of experience in the real estate industry. From 2003 to 2013, he served in various positions at AEW Capital Management, lastly as Director - Co-Portfolio Manager of the North American Diversified Strategy, a multi-billion dollar real estate securities portfolio, before retiring. •Served as a Vice President-Portfolio Manager and Senior Analyst for Pioneer Investment Management, Inc. from 2000 to 2003, managing the U.S. real estate sector fund; and Vice-President - Senior Equity Research Analyst for RBC Dain Rauscher, Inc. (formerly Tucker Anthony) from 1998 to 2000, covering equity REITs. •Mr. Caira graduated from the University of Notre Dame with a BBA and holds an MBA from the Kellogg School of Management; he is a licensed real estate broker in the Commonwealth of Massachusetts.
Age: 66
Trustee since 2015
Independent Trustee
Committees: Audit; Nominating and Governance (Chair)


Emily Nagle Green			•Independent Director of Casella Waste Systems (NASDAQ: CWST) and Vuzix Corporation (NASD: VUZI). •Served as a trustee of the Company since February 15, 2018 and is a member of the Nominating and Governance and Audit Committees. •Currently serves as chair of the Nominating & ESG Committee of Casella Waste Systems and Compensation Committee of Vuzix Corporation. •Served as a CEO from 2012-2016 and raised four rounds of capital, helped to build an award-winning technology platform, and scaled the business to serve 300 schools in 9 states. •Prior to that, she served as CEO for two private-equity-backed research firms from 2005-2011: Yankee Group and Cambridge Energy Research Associates (CERA). •She also led consumer technology research at Forrester Research, Inc., where she built the then-largest consumer technology research panel, serving executives at dozens of Fortune 1000 firms seeking to meet consumer needs in a fast-changing technology environment. •She coached over 30 CEOs in the public and private sectors for six years and is a author of ‘‘ANYWHERE: How Global Connectivity is Revolutionizing the Way We Do Business’’ (McGraw-Hill 2010). •Ms. Green received a Bachelor’s degree in linguistics from Georgetown University and a Masters’ degree in Artificial Intelligence and Computer Graphics from the University of Pennsylvania.
Age: 66
Trustee since 2018
Independent Trustee
Committees: Nominating and Governance; Audit


Ola Oyinsan Hixon			•Executive Director at PGIM Real Estate and portfolio manager on the U.S. Value-Add equity team. •Served as a trustee of the Company since January 23, 2024. •Based in New York, Ms. Hixon is responsible for investment strategy, transactions, asset management, and investor relations primarily for the affordable housing fund strategies and the U.S. Property Fund (USPF) series. •Prior to joining PGIM Real Estate, she was a principal at KKR & Co., with responsibility for portfolio and asset management functions of real estate private equity funds with properties located across the country. •Previously, Ms. Hixon worked at The Blackstone Group where she managed the multifamily portfolio company, LivCor, as well as the single-family home portfolio company, Invitation Homes. Earlier, she worked at the JBG Companies, UBS, and the investment banking division of Citigroup. •Ms. Hixon serves on ULI’s Multifamily Gold Council and is a member of Real Estate Executive Council (REEC). In addition, she serves as a board member of the non-profit City Parks Foundation, which transforms parks into vibrant community centers of urban life for all New Yorkers. •She earned a Bachelor’s degree in business administration from The Stephen M. Ross School of Business at the University of Michigan and a Master’s degree in business administration from The Wharton School of the University of Pennsylvania.
Age: 42
Trustee since 2024
Independent Trustee
Committees: None


Rodney Jones-Tyson			•Global Chief Human Resource Officer for Baird, a privately held, employee-owned wealth management, asset management, investment banking/capital markets and private equity firm with offices in the United States, Europe and Asia. •Served as a trustee of the Company since January 18, 2022 and is currently chair of the Compensation Committee. •Mr. Jones-Tyson has over 30 years of experience working for global financial services companies. •Prior to his current position, Mr. Jones-Tyson was Baird’s Chief Risk Officer from 2018-2021, the Chief Operating Officer for Baird’s Global Investment Banking Group from 2011-2018 and the Director of Business Development for Baird from 2008-2011. •Mr. Jones-Tyson began his career at Baird in 1998 as an investment banker where he provided mergers and acquisitions and equity capital markets advice to mid-market companies in the US and Europe. •Prior to joining Baird, Mr. Jones-Tyson worked at Chase Manhattan Bank and Citibank. •Mr. Jones-Tyson received his MBA from the University of Chicago Booth School of Business and earned a Bachelor’s degree in Finance from the University of Maryland College Park.
Age: 55
Trustee since 2022
Independent Trustee
Committees: Compensation (Chair)


Anne Olson			•Anne Olson has served as our President and Chief Executive Officer since March 31, 2023. She also has served as Secretary of the Company since April 30, 2017. •Previously, she served as an Executive Vice President and General Counsel of the Company from April 30, 2017 to March 30, 2023 and as Chief Operating Officer from June 25, 2018 until March 30, 2023. •Previously, Ms. Olson was in the private practice of law since 2011, most recently as a partner with Dorsey & Whitney LLP, in the firm’s Real Estate Practice Group, where she focused on real estate development and investments for REITs, private equity funds, and national developers and owners. •Prior to 2011, she served as Director of Investment Operations and in-house counsel for Welsh Companies, LLC and its affiliates, providing leadership in the growth of its asset portfolio and development of a successful capital markets strategy. •Ms. Olson is a member of the National Multi Housing Council Innovation Committee, and a Board Member for CareTrust REIT (NYSE: CTRE). •She holds a Bachelor’s degree in English from Drake University and earned her J.D. with highest honors from Drake University Law School.
Age: 47
Trustee since 2023
Executive Trustee
Committees: None


Mary J. Twinem			•Former Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc. •Independent director of Valvoline, Inc. (NYSE: VVV) and Medica Holding Company, a multi-state health insurance company. •Served as a trustee of the Company since February 15, 2018 and is currently chair of the Audit Committee and member of the Compensation Committee. •Managed the functional areas of Financial Reporting, Financial Planning and Analysis, Information Systems, Investor Relations, Supply Chain and Philanthropy for Buffalo Wild Wings and its over 1,100 company-owned and franchised Buffalo Wild Wings, PizzaRev, and R Taco restaurants in the United States. In Twinem’s over 20 years with Buffalo Wild Wings, she established the financial framework to grow the company from 35 to over 1,100 restaurants, with system-wide revenue of $3.8 billion in 2016. •She has over 30 years of experience in accounting, financial reporting, and income tax preparation, including seven years in public accounting where she assisted primarily small businesses. •Joined Buffalo Wild Wings as Controller in 1995 and was promoted to Chief Financial Officer in 1996. •She serves on the board of directors of Medica Holdings Company, the non-profit family of companies that include Medica Health Plans and serves as their Finance Committee chair and is a member of their Audit and Consumer Experience Committees. •She was named to the board of directors and audit committee of Valvoline, Inc., a 150-year old brand that became a NYSE-listed public company in 2016 and serves as their Audit Committee chair. •She received a B.S. in Accounting from the University of Wisconsin-Platteville in 1982 and was a Certified Public Accountant.
Age: 63
Trustee since 2018
Independent Trustee
Committees: Audit (Chair), Compensation


Environmental						Social Responsibility
The Nominating & Governance Committee has oversight of our environmental, social and governance (ESG) initiatives. We are committed to creating a diverse, sustainable and environmentally responsible organization. In August 2023, we published our Annual ESG report, which can be found on our website at https://ir.centerspacehomes.com/corporate-overview/corporate-governance/default.aspx						In 2023, we provided $75,710 of financial support to 42 non-profit organizations benefiting the communities in which we operate. During an employee fundraiser in June 2023, our Team Members donated $4,500 to two national charities committed to Diversity, Equity, and Inclusion. We also provided more than 2,600 hours of paid volunteer time to our team members to give back to their communities. Our team members contributed $17,982 to the Team Hope fund that supported 23 of our own team members.


Committee	Key Responsibilities	Members
Audit Committee	•Oversees our accounting and financial reporting processes and audits of its financial statements, including the integrity of the financial statements.	Mary J. Twinem (Chair) Jeffrey P. Caira Emily Nagle Green
	•Responsible for the appointment, compensation, and oversight of the independent auditors.
	•Reviews the scope and overall plans for, and results of, the annual audit and internal control over financial reporting.
	•Reviews the responsibilities, staffing, budget, design, implementation, and results of the internal audit function.
	•Consults with management and the independent auditor with respect to our processes for financial statement risk assessment.
	•Reviews and approves our policy for the pre-approval of audit and permitted non-audit services by the independent auditors as well as any services provided pursuant to such policy.
	•Reviews and discusses with management and the independent auditor quarterly earnings releases prior to their issuance and quarterly reports on Form 10-Q and annual reports on Form 10-K prior to their filing.
	•Reviews with management the scope and effectiveness of our disclosure controls and procedures.
	•Meets regularly with members of management and with the independent auditor, including periodic meetings in executive session.


			Required Ownership Multiple of Annual Base Cash Compensation
Non-Employee Trustees			5x


BASE COMPENSATION
Position:			Compensation:
All non-management trustees:			(1) Annual retainer of $50,000;
			(2) A restricted stock unit (“RSU”) award for an aggregate number of common shares determined by dividing $75,000 by the average closing price per share for the twenty days immediately prior to the grant date, which will vest if serving on the first anniversary of the grant date. However, if a trustee who had served as a trustee for more than one year retired before the first anniversary of the grant date, the RSU award would be prorated. If a trustee who had less than one year of continuous service departed the Board prior to the first anniversary of the grant date, all such shares would be forfeited. Each of these awards were granted under our Amended and Restated 2015 Incentive Plan.
ADDITIONAL COMPENSATION
Position:			Compensation:
Chair of the Board:			$50,000 annual retainer and $50,000 in RSUs
Audit Committee Chair:			$20,000 annual retainer
Compensation Committee Chair:			$15,000 annual retainer
Nominating and Governance Committee Chair:			$10,000 annual retainer
Members of the Audit, Compensation, and Nominating and Governance Committees:			$10,000 for Audit committee members $7,500 for Compensation committee members $7,500 for Nominating and Governance committee members


Name	Earned or Paid in Cash(1) ($)	Share Awards(2)(3) ($)	Total ($)
John A. Schissel	100,000	129,651	229,651
Jeffrey P. Caira	70,000	77,791	147,791
Michael T. Dance(4)	42,278	—	42,278
Emily Nagle Green	65,934	77,791	143,725
Linda J. Hall	69,698	77,791	147,489
Rodney Jones-Tyson	60,302	77,791	138,093
Mary J. Twinem	70,000	77,791	147,791


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc.(1) 50 Hudson Yards, New York, NY 10001	2,866,573	19.0%
The Vanguard Group(2) 100 Vanguard Blvd, Malvern, PA 19355	2,391,513	15.9%
State Street Corporation(3) 1 Congress Street, Suite 1, Boston, MA 02114-2016	1,013,063	6.7%


•American Assets Trust Inc.	•Apartment and Investment Management Co. (AIMCO)	•Apartment Income REIT Corp.

•Armada Hoffler Properties, Inc.	•Bluerock Residential Growth REIT, Inc.*	•BRT Apartments Corp.

•Clipper Realty, Inc.	•EastGroup Properties, Inc.	•Elme Communities

•Independence Realty Trust, Inc.	•Kennedy-Wilson Holdings, Inc.	•Mid-America Apartment Communities, Inc.

•NexPoint Residential Trust, Inc.	•PS Business Parks, Inc.*	•UMH Properties, Inc.


			Required Ownership Multiple of Base Salary
Chief Executive Officer			5x
Chief Financial Officer & Chief Operating Officer			2x
Other Executive Vice Presidents			2x
Senior Vice Presidents			0.5x


Officer	2023	% Change from 2022
Anne Olson(1)	$450,000	18.421%
Bhairav Patel	$360,500	4.286%
Mark O. Decker, Jr.(2)	$494,400	-


						Target 2023 STIP Expressed as a Percentage of Base Salary
Ms. Olson						100%
Mr. Patel						100%


						Percentage of 2023 STIP
Core FFO Per Share						30%
Same-Store NOI Growth						25%
Adjusted EBITDA Margin						15%
Investment Performance						10%
Strategic Goals						20%


	Performance Metric	Achievement Level (% of Target Earned)
Threshold	$4.27	50%

SEC Form DEF 14A filed by D/B/A Centerspace