csr-20230405

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 5, 2023

Dear Fellow Shareholders:

It is a pleasure to invite you to attend the 53rd Annual Meeting of Shareholders (the “2023 Annual Meeting”) of Centerspace (the “Company”), to be held on Tuesday, May 16, 2023, at 9:00 a.m. Central Daylight Time via webcast. You will be able to attend the 2023 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting: www.virtualshareholdermeeting.com/CSR2023 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 2023 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 2024 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.an advisory vote on the frequency of holding future advisory votes on executive compensation;

4.the ratification of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2023; and

5.such other matters as may properly come before the 2023 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 2023 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 2023 proxy materials and Annual Report for the year ended December 31, 2022 are available online at www.proxyvote.com.

On or about April 5, 2023, 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 5, 2023, 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 2023 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 Tuesday, May 16, 2023, at 9:00 a.m. CDT

_____________________________________

Notice is hereby given that the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of Centerspace (the “Company”), will be held on Tuesday, May 16, 2023, at 9:00 a.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 2024 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 indicate, on an advisory basis, the frequency of holding future advisory votes on executive compensation (the “say-on-frequency vote”);

4.To ratify Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2023; and

5.To transact such other business as may properly come before the 2023 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 2023 Annual Meeting.

The Company’s Board of Trustees has fixed the close of business on March 20, 2023 as the record date for determining the shareholders entitled to receive notice of and to vote at the 2023 Annual Meeting or any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the Company’s 2023 Annual Meeting to be held on May 16, 2023: The 2023 Proxy Materials and Annual Report for the year ended December 31, 2022 are available at www.proxyvote.com.

By Order of the Board of Trustees,

________________________________________________

Anne Olson

President, Chief Executive Officer and Secretary

April 5, 2023

Minot, North Dakota


It is important that your shares be represented and voted at the 2023 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 2023 Annual Meeting. Any proxy may be revoked in the manner described in the Proxy Statement at any time prior to its exercise at the 2023 Annual Meeting.

TABLE OF CONTENTS


			Page
PROPOSAL 1: ELECTION OF TRUSTEES			7
DESCRIPTION OF PROPOSAL			7
REQUIRED VOTE			8
VOTE RECOMMENDED			8
NOMINEES			8
CORPORATE GOVERNANCE AND BOARD MATTERS			12
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS			13
TRUSTEE INDEPENDENCE			13
BOARD LEADERSHIP STRUCTURE			13
BOARD COMMITTEES			13
EXECUTIVE SESSIONS			17
POLICY REGARDING DIVERSITY			17
BOARD ROLE IN RISK OVERSIGHT			17
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG)			18
CODE OF CONDUCT AND CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS			18
EQUITY OWNERSHIP AND RETENTION POLICY			19
COMPLIANT PROCEDURE			20
COMMUNICATIONS TO THE BOARD			20
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			21
TRUSTEE COMPENSATION			22
TRUSTEE COMPENSATION TABLE FOR 2022			23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			26
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			27
COMPENSATION DISCUSSION AND ANALYSIS			28
NAMED EXECUTIVE OFFICERS			28
EXECUTIVE SUMMARY AND ACHIEVEMENTS FOR 2022			28
EXECUTIVE COMPENSATION PHILOSOPHY			30
EXECUTIVE OFFICER COMPENSATION PROCESSES			30
EXECUTIVE COMPENSATION PEER GROUP			31
ROLE OF MANAGEMENT AND COMPENSATION CONSULTANT IN EXECUTIVE COMPENSATION DECISIONS			31
DETERMINATION OF COMPENSATION FOR NAMED EXECUTIVE OFFICERS			31
COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM			31
SAY-ON-PAY RESULTS AND CONSIDERATION			37
EMPLOYMENT AGREEMENTS			38
COMPANY POLICIES			38
CONSIDERATION OF CERTAIN TAX EFFECTS			39
COMPENSATION COMMITTEE REPORT			39
EXECUTIVE COMPENSATION			40
GRANTS OF PLAN -BASED AWARDS			42
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022			43
SHARES VESTED			44
EQUITY COMPENSATION PLAN INFORMATION			44
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			44
CEO PAY RATIO			48
COMPENSATION POLICIES AND RISK MANAGEMENT			48
401(K) PLAN			49
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			49


			-i-

TABLE OF CONTENTS

(continued)


			Page
PAY VERSUS PERFORMANCE			50
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			53
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			54
ACCOUNTING AND AUDIT COMMITTEE MATTERS			55
REPORT OF AUDIT COMMITTEE			56
SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS			57
HOUSEHOLDING OF PROXY MATERIALS			57
COMMUNICATING WITH CENTERSPACE			58
OTHER MATTERS			58
APPENDIX A NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS			A-1


John A. Schissel Chair			•President and Director for Carr Properties, a privately held REIT. •Served as trustee of the Company since April 19, 2016 and was appointed as Chairman effective December 9, 2021. •Over 30 years of experience collectively in the capital markets and as an executive for both public and private real estate company platforms. •Served as the Executive Vice President and Chief Financial Officer 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, Inc., a NYSE listed, multifamily REIT based on the West Coast, from 2009 to 2014. •Received his Bachelor of Science degree in Business Administration with a concentration in finance from Georgetown University.
Age: 56
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 38 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: 65
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 Nominating and Governance and Compensation 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: 65
Trustee since 2018
Independent Trustee
Committees: Nominating and Governance; Compensation


Linda J. Hall			•Entrepreneur-in-Residence, Carlson School of Management, University of Minnesota. •Independent Director of BoundaryCare and Martell Diagnostic Laboratories. •Served as a trustee of the Company since September 21, 2011 and is currently chair of Compensation Committee and a member of Nominating and Governance Committee. •Ms. Hall has more than 40 years of executive experience in the manufacturing and service sectors, including healthcare, venture capital financing, employee benefits, and teaching. •She has launched 20 start-up companies as an executive, director, or consultant, including three $1 billion plus companies. •She also has 25 years of experience serving on the boards of privately-held and public reporting companies in the United States and Europe, including serving as the chair of compensation, compliance, governance, and nominating committees and as a member of audit committees. •She currently serves on the advisory boards for Surly Brewing Company and the Glen Nelson Center (American Public Media) and the not-for-profit boards of Children’s Minnesota, and the Youth Mental Health Project. •She previously served on the boards of four publicly held companies: Amedisys (NASDAQ: AMED) from 2013 to 2019, Health Fitness Corporation (NASDAQ: HFIT) from 2001 until it was acquired in 2010, MTS Systems Corporation (NASDAQ: MTS) from 1995 to 2006, and August Technology (NASDAQ: AUGT) from 2002 until it was acquired in 2006. •She also served on the Ascension Ventures board from 2011 to 2018, and previously served on the board of a privately-held European company, Laastari/ R Clinic, from 2010 to 2015 and on the board of DentaQuest until its $3.4 billion sale to Sun Life in 2022. •She is a Phi Beta Kappa graduate of the University of Michigan and received a master’s degree in Psychology from the University of Michigan, a master’s degree in Social Work from the University of Minnesota, and a Ph.D. in Education Adminstration from the University of Minnesota.
Age: 74
Trustee since 2011
Independent Trustee
Committees: Compensation (Chair); Nominating and Governance


Rodney Jones-Tyson			•Global Chief Human Resource Officer for Robert W. Baird & Co., 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 a member of 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 was in the corporate lending group at Chase Manhattan Bank and the consumer lending division of 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: 54
Trustee since 2022
Independent Trustee
Committees: Compensation


Anne Olson			•Anne Olson has been President and Chief Executive Officer since March 31, 2023. She also served as General Counsel and Secretary of the Company since April 30, 2017. •Anne Olson has served as an Executive Vice President of the Company since April 30, 2017 and as Chief Operating Officer from June 25, 2018 until March 31, 2023. . •Ms. Olson was in the private practice of law, most recently as a partner with the law firm of Dorsey & Whitney LLP, in its 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: 46
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 a chair of the Audit 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 received a B.S. in Accounting from the University of Wisconsin-Platteville in 1982 and was a Certified Public Accountant. •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 Committee. •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 and is a member of their Compensation and Nominating and Governance Committee. •She qualifies as an audit committee financial expert as defined under the rules of the Exchange Act and New York Stock Exchange. •She previously served on the non-profit boards of Hospitality Minnesota Education Foundation and the Boys & Girls Clubs of the Twin Cities.
Age: 62
Trustee since 2018
Independent Trustee
Committees: Audit (Chair)


Committee	Key Responsibilities	Members
Audit Committee	•Oversees the Company’s 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 Michael T. Dance
	•Directly 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 the Company’s processes for financial statement risk assessment and enterprise risk management.
	•Reviews and approves the Company’s 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 the Company’s disclosure controls and procedures.
	•Meets regularly with members of the Company’s management and with the independent auditor, including periodic meetings in executive session.


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


			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			1x
Vice Presidents			0.5x


Name	Earned or Paid in Cash(1) ($)	Share Fees Awards(2)(3)(4) ($)	Total ($)
Jeffrey P. Caira	75,109	70,825	145,934
Michael T. Dance	65,000	70,825	135,825
Emily Nagle Green	62,500	70,825	133,325
Linda J. Hall	70,000	70,825	140,825
Rodney Jones-Tyson	38,017	125,322	163,339
John A. Schissel	89,891	118,070	207,961
Mary J. Twinem	75,000	70,825	145,825


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc.(1) 55 East 52nd Street, New York, NY 10055	2,884,381	19.1%
The Vanguard Group(2) 100 Vanguard Blvd, Malvern, PA 19355	2,478,393	16.5%
State Street Corporation(3) 1 Lincoln Street, Boston, MA 02111	990,518	6.6%
Wellington Management Group LLP(4) 280 Congress Street, Boston, MA 02210	1,054,192	7.0%


•American Assets Trust Inc.	•Apartment and Investment Management Co. (AIMCO)	•Armada Hoffler Properties, Inc.

•Bluerock Residential Growth REIT, Inc.	•BRT Apartments Corp.	•Apartment Income REIT Corp.

•Clipper Realty, Inc.	•EastGroup Properties, Inc.	•Kennedy-Wilson Holdings, Inc.

•Independence Realty Trust, Inc.	•Mid-America Apartment Communities, Inc.	•NexPoint Residential Trust, Inc.

•PS Business Parks, Inc.	•UMH Properties, Inc.	•Elme Communities


Officer	2022	% Change from 2021
Mark O. Decker, Jr.	$480,000	2.128%
Anne M. Olson	$380,000	5.556%
Bhairav Patel(1)	$350,000	-
John Kirchmann(1)	$325,000	-


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 May 17, 2022, which will vest if serving on May 17, 2023. However, if a trustee who had served as a trustee for more than one year retired before May 17, 2023, the RSU award would be prorated. If a trustee who had less than one year of continuous service departed the Board prior to May 17, 2023, all such shares would be forfeited. Each of these awards was 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


						Target 2022 STIP Expressed as a Percentage of Base Salary
Mr. Decker						100%
Ms. Olson						90%
Mr. Patel						100%

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