Independent
Tenure on this board
10.1 yrs
7 nominees · 3 ballot items.
Vote to elect six trustees, an advisory approval of executive compensation (say-on-pay), and ratify Grant Thornton LLP as the Company’s independent auditor for 2026.
Elect six nominees (John A. Schissel, Ola Oyinsan Hixon, Rodney Jones-Tyson, Anne Olson, Jay L. Rosenberg and Mary J. Twinem) as trustees to serve for one-year terms until the 2027 annual meeting.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion.
This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the named executive officers, as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for its executive pay philosophy and program design, which emphasizes a significant at-risk component tied to both short-term operating metrics (Core FFO per share, same-store NOI growth, adjusted EBITDA margin and strategic goals) and long-term performance (TSR-based performance RSUs). The company’s 2025 program included both STIP cash awards (with payouts ranging from 50% to 200% of target based on performance) and a 50/50 mix of time-based and TSR-relative performance RSUs under the LTIP to drive retention and alignment with shareholders. The proxy notes governance controls intended to mitigate excessive risk, including clawback policies, share ownership and retention guidelines, prohibitions on hedging and pledging, and double-trigger change-in-control protections. The vote is advisory and therefore not binding, but the Board and Compensation Committee state they will consider shareholder feedback and the vote outcome in future compensation decisions; the filing notes a strong prior say-on-pay result (approximately 96.05% support in 2025). Company disclosures present substantial pay-for-performance linkage (detailed STIP targets and LTIP performance metrics) and extensive narrative and tabular disclosure to justify pay levels, increases, and realized compensation. For an analyst evaluating the merits, the proposal reflects a governance practice to solicit shareholder input on pay, while the company’s design demonstrates a focus on both annual operating metrics and multiyear TSR outcomes to align management incentives with shareholder value creation; remaining considerations include the magnitude of CEO realized pay, the CEO pay ratio, and whether the specific performance metrics and peer index for TSR comparisons remain appropriate and sufficiently challenging. Overall, the Board recommends a ‘‘FOR’’ vote because it believes the compensation structure appropriately balances retention, performance incentives, and alignment with shareholder interests, and because previous shareholder feedback has supported the company’s approach.
Ratify the Audit Committee’s selection of Grant Thornton LLP as Centerspace’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.41% | 1,917,824 | $110M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.97% | 1,675,872 | $96M |
| 3 | STATE STREET CORP | 5.59% | 939,093 | $55M |
| 4 | Voss Capital, LP | 4.77% | 801,246 | $46M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.36% | 732,499 | $42M |
| 6 | BlackRock, Inc. | 3.89% | 654,014 | $38M |
| 7 | SILVERCREST ASSET MANAGEMENT GROUP LLC | 3.58% | 601,608 | $35M |
| 8 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.84% | 476,597 | $27M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.73% | 458,004 | $26M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.31% | 388,890 | $22M |
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