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Share Name | Share Symbol | Market | Type |
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Centerspace | NYSE:CSR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.39 | -0.56% | 69.41 | 70.14 | 69.32 | 69.96 | 94,569 | 22:30:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Investors Real Estate Trust
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.
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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 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;
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2.
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an advisory vote on executive compensation (the “say-on-pay vote”);
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3.
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the approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;
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4.
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the approval of an amendment to the Amended and Restated 2015 Incentive Plan;
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5.
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the ratification of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021; and
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6.
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such other matters as may properly come before the 2021 Annual Meeting or any adjournment(s) or postponement(s) thereof.
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Sincerely,
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Investors Real Estate Trust dba Centerspace
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/s/ Mark O. Decker, Jr.
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Mark O. Decker, Jr.
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President and Chief Executive Officer
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1.
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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 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;
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2.
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To hold an advisory vote on executive compensation (the “say-on-pay vote”);
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3.
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To approve an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;
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4.
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To approve an amendment to the Amended and Restated 2015 Incentive Plan;
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5.
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To ratify Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021; and
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6.
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To transact such other business as may properly come before the 2021 Annual Meeting or any adjournment(s) or postponement(s) thereof.
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By Order of the Board of Trustees,
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/s/ Anne Olson
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Anne Olson
General Counsel and Secretary
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Shareholders can participate in the 2021 Annual Meeting via live webcast over the Internet at www.virtualshareholdermeeting.com/CSR2021.
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The 2021 Annual Meeting webcast begins at 9:00 a.m., Central Daylight Time. On the day of the Annual Meeting, we recommend that you log into our virtual meeting at least 15 minutes prior to the scheduled start time to ensure that you can access the meeting.
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You will need your 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, to enter the 2021 Annual Meeting.
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You may submit questions for the meeting in advance at www.proxyvote.com. Shareholders will also have the ability to vote and submit live questions during the Annual Meeting webcast at www.virtualshareholdermeeting.com/CSR2021. Questions related directly to the 2021 Annual Meeting will be answered during our virtual meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be available in the Investor Relations section of our website (ir.centerspacehomes.com). The questions and answers will be available as soon as practical after the meeting and will remain available until one week after the posting.
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Instructions on how to attend and participate in the live webcast, including how to verify stock ownership and vote your shares electronically during the 2021 Annual Meeting, are available at www.virtualshareholdermeeting.com/CSR2021.
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Webcast replay of the 2021 Annual Meeting will be available on our website (ir.centerspacehomes.com) as soon as practicable following the meeting.
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We enacted social distancing practices for our team and within our communities in order to do our part to stop the spread of COVID-19, including encouraging residents to use electronic or phone communication when contacting our staff;
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We closed and/or limited capacity in common amenity spaces, including on-site fitness centers, community rooms, swimming pools, resident coffee services, and conference facilities in an effort to support social distancing and comply with governmental regulations;
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We implemented enhanced cleaning and disinfecting protocols at our communities;
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We announced that maintenance requests would be completed for essential or emergency services only;
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We required masks be worn in our offices;
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We waived all fees associated with credit card payments;
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We suspended eviction filings in accordance with government regulations;
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We offered rental deferment payment plans to residents experiencing financial hardship; and
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We offered flexible lease renewal terms.
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The election of seven trustees to serve until the 2022 annual meeting of shareholders and until their respective successors are duly elected and qualified;
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The approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers;
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The approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;
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The approval of an amendment to the Amended and Restated 2015 Incentive Plan; and
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The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
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“FOR” the election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified (Proposal 1);
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“FOR” the non-binding advisory approval of executive compensation (Proposal 2);
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“FOR” the approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace (Proposal 3);
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“FOR” the approval of the amendment to the Amended and Restated 2015 Incentive Plan (Proposal 4); and
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“FOR” the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (Proposal 5).
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“FOR” the election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified (Proposal 1);
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“FOR” the non-binding advisory approval of executive compensation (Proposal 2);
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“FOR” the approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace (Proposal 3);
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“FOR” the approval of the amendment to the Amended and Restated 2015 Incentive Plan (Proposal 4); and
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“FOR” the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (Proposal 5).
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Proposal
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Voting
Options
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Vote Required to
Adopt the Proposal
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Effect of
Abstentions
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Effect of
Broker Non
-Votes(1)
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1. Election of Trustees
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For, against or abstain on each nominee
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The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy
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Same as Against Vote
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No effect
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2. Advisory vote to approve the Company’s executive compensation (say-on-pay)
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For, against, or abstain
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The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy
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Same as Against Vote
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No effect
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3. Approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace
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For, against, or abstain
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The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy
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Same as Against Vote
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No effect
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4. Approval of an amendment to the Amended and Restated 2015 Incentive Plan
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For, against, or abstain
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The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy
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Same as Against Vote
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No effect
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5. Ratification of the Appointment of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021
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For, against, or abstain
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The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy
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Same as Against Vote
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Not applicable
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(1)
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If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on Proposal No. 5, but not for any of the other proposals.
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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Jeffery P. Caira Chair
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Former Director—Co-Portfolio Manager with AEW Capital Management
Jeffrey P. Caira has served as a trustee of the Company since June 23, 2015, and as Chair of the Board since April 27, 2017. Mr. Caira has over 35 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.
Prior to that, Mr. Caira 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.
Mr. Caira brings the following experience, qualifications, attributes, and skills to the Board: general business management, portfolio management, portfolio valuation and analysis of public securities and real estate, capital markets, investment banking, finance, strategic planning, property management and property acquisition experience from his over 35 years in the real estate industry; insight into governance and management best practices from over ten years of serving on boards of various non-profit organizations; and extensive business and personal contacts in the real estate and investment banking fields.
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63
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2015
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Independent Chair
of the Board of
Trustees; Audit
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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Michael T. Dance
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Former Chief Financial Officer of Essex Property Trust, Inc. (NYSE: ESS)
Michael T. Dance has served as a trustee of the Company since April 19, 2016. Mr. Dance has over 23 years of real estate industry experience and over 35 years of accounting and finance experience. From 2005 until he retired in late 2015, Mr. Dance served as Executive Vice President and Chief Financial Officer of Essex Property Trust, Inc., an S&P 500 company and publicly traded REIT that acquires, develops, redevelops, and manages multifamily residential properties in select West Coast markets. From 2002 to 2005, Mr. Dance was an independent consultant providing Sarbanes-Oxley compliance consultation and litigation support and served as an adjunct Professor for the University of California at Berkeley, Haas School of Business. Mr. Dance began his career at KPMG in 1978 and was a partner from 1990 to 2002. Mr. Dance received his Bachelor’s degree in Economics from California State University, East Bay, and is a Certified Public Accountant (retired).
Mr. Dance brings the following experience, qualifications, attributes and skills to the Board: general business management, corporate governance and finance and strategic planning experience from his executive-level position with a publicly traded REIT; real estate industry investment, development, acquisition, disposition, marketing, and management experience from his over 23 years in the real estate industry; accounting and public reporting experience; and extensive business and personal contacts in the real estate industry.
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64
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2016
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Independent Trustee;
Audit, Compensation
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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Mark O. Decker. Jr.
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President, Chief Executive Officer, and Chief Investment Officer of the Company
Independent Director of Alpine Income Property Trust, Inc. (NYSE: PINE)
Mark O. Decker, Jr. has served as a trustee of the Company since April 27, 2017, and has been employed by the Company since August 5, 2016. Mr. Decker has been the Company’s President and Chief Investment Officer since August 5, 2016 and was also appointed as the Company’s Chief Executive Officer on April 27, 2017. For the two decades prior to joining Centerspace, Mr. Decker was an investment banker and spent the majority of that time serving the real estate industry as a senior banker at several firms with a focus on growth and transformational transactions for public real estate owner/operators, lodging companies and real estate services firms. Immediately prior to joining our company Mr. Decker served as the Managing Director and U.S. Group Head of Real Estate Investment and Corporate Banking at BMO Capital Markets.
Mr. Decker received a Bachelor’s degree in History from the College of William & Mary. In addition, Mr. Decker is a Trustee for Alpine Income Property Trust (NYSE:PINE) and is actively involved with several industry groups including the National Multihousing Council, Urban Land Institute, and Nareit.
Mr. Decker brings the following experience, qualifications, attributes and skills to the Board: capital markets and strategic planning experience from his 16-year career as a real estate investment banker; familiarity with the various real estate markets in which the Company operates through his service as an executive with the Company; and extensive contacts through his years in the real estate and finance industries.
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45
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2017
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Executive Trustee;
None
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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Linda J. Hall
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Entrepreneur-in-Residence, Carlson School of Management, University of Minnesota
Independent Director of DentaQuest
Linda J. Hall, Ph.D., has served as a trustee of the Company since September 21, 2011. Since 2008, Ms. Hall has been a volunteer Entrepreneur-in-Residence at the Carlson School of Management, University of Minnesota. 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. During her career, she has launched 20 start-up companies as an executive, director, or consultant, including three inside $1 billion plus companies.
Ms. Hall 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. Ms. Hall currently serves on the boards of DentaQuest, Children’s Minnesota, and Martell Diagnostic Laboratories. 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. 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 Administration from the University of Minnesota.
Ms. Hall brings the following experience, qualifications, attributes and skills to the Board: general business management, marketing strategy and strategic planning experience from her executive-level positions with public and private companies, and extensive experience with corporate governance and compensation practices from her service on numerous non-profit, private, and public company boards of directors.
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72
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2011
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Independent Trustee;
Compensation
(Chair); Nominating
and Governance
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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John A. Schissel
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President and Chief Financial Officer for Carr Properties, LLC, a privately held REIT
John A. Schissel has served as a trustee of the Company since April 19, 2016. He has over 30 years of experience collectively in the capital markets and as an executive for both public and private real estate company platforms. From December 2015 to the present, Mr. Schissel has served as the President and Chief Financial Officer for Carr Properties, LLC, a privately held REIT focused on the ownership, development, acquisition and management of best-in-class office properties in the Washington, DC and Boston, MA markets. In his role he oversees the Company’s Accounting, Finance, Human Resources, Operations, and Technology functions. Mr. Schissel 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. His career experience also includes serving in Wachovia Securities’ Real Estate Investment Banking Group. He received his Bachelor of Science degree in Business Administration with a concentration in finance from Georgetown University.
Mr. Schissel brings the following experience, qualifications, attributes and skills to the Board: corporate finance, capital markets, investment banking, executive management, and strategic planning experience; public company executive management, accounting, and reporting experience from serving as CFO of two publicly-traded REITs; real estate industry investment, development and management experience from his over 30 years in the real estate industry; and his extensive business and personal contacts in the real estate industry.
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54
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2016
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Independent Trustee;
Compensation
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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Mary J. Twinem
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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.
Mary J. Twinem has served as a trustee of the Company since February 15, 2018. Ms. Twinem retired in 2016 after two decades as the Executive Vice President and Chief Financial Officer for Buffalo Wild Wings, Inc.
Ms. Twinem 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 and 4 countries worldwide.
Ms. Twinem 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. From 1989 to 1994, she worked for Dahlberg/Miracle-Ear, the manufacturer and franchisor of Miracle-Ear hearing aids, ultimately becoming the company's Controller. In 1995, Twinem joined Buffalo Wild Wings as Controller and was promoted to Chief Financial Officer in 1996. 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 was instrumental in securing both debt and private equity financings, ultimately leading the company through one of the most successful Initial Public Offerings of 2003. Ms. Twinem was named one of the “Top Women in Finance” in Minnesota by the Finance and Commerce publication in 2004 and inducted into their Circle of Excellence in 2010, and was a 2009 finalist for “CFO of the Year” by Minneapolis-St. Paul Business Journal.
Ms. Twinem received a B.S. in Accounting from the University of Wisconsin-Platteville in 1982 and became a Certified Public Accountant in 1984. She serves on the board of directors of Medica Holdings Company, the non-profit family of companies that
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60
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2018
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Independent Trustee;
Audit (Chair)
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Nominee
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Principal Occupation and Summary Biography
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Age
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Trustee
Since
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Independence and
Board Committee
Membership
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include Medica Health Plans, and serves as their audit committee chair. 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 compensation committee chair. She joined the board of trustees for Centerspace in February 2018 and serves as audit committee chair. She qualifies as an audit committee financial expert as defined for publicly-traded companies. She previously served on the non-profit boards of Hospitality Minnesota Education Foundation and the Boys & Girls Clubs of the Twin Cities.
Ms. Twinem brings the following experience, qualifications, attributes, and skills to the Board: general business management; financial planning and analysis; business-to-consumer insights; investor relations; and supply chain management. Ms. Twinem also brings public company financial reporting expertise and executive management experience gained from her more than 20 years of service as the CFO and as an executive officer of Buffalo Wild Wings.
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Supermajority Independent Board
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Independent Standing Committees and
Lead Independent Director
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Regular Access to and Involvement with
Management
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The only member of management who serves on the Board is the Company’s President and CEO. Six of the seven nominees for the Board, or 85.7%, are independent.
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Only independent trustees serve on the standing committees, including Audit, Compensation, and Nominating and Governance.
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In addition to regular access to management during Board and committee meetings, the independent trustees have ongoing, direct access to members of management and to the Company’s business.
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Board Refreshment
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Engaged Board
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Stockholder Engagement
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Trustees of varying tenures and perspectives serve on the Board, with new trustees joining the Board every several years.
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In addition to regular access to management, the independent trustees meet at least quarterly, including in executive session, and receive written updates from the CEO at least monthly.
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Under the direction of the Board, the Company regularly engages with shareholders on governance, pay, and business matters.
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No Pledging or Hedging of Shares
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Majority Voting with a Resignation Policy
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Related Party Transactions
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The Company prohibits trustees and executive officers from entering into pledging or hedging transactions involving Company securities and from holding Company securities in margin accounts or pledging such securities as collateral for loans.
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Since inception, the Company’s trustees have been elected annually, and the Company requires its trustees to be elected by a majority vote.
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The Company maintains a related party transaction policy to ensure that potential conflicts of interests are addressed and that the Company’s decisions are based on considerations only in the best interests of the Company and its shareholders.
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Risk Assessment
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No Interlocking Directorships
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Term Limits
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The Board conducts an annual risk assessment that focuses on the key risks facing the Company.
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No Company trustee or member of management serves on a Board or a compensation committee of a company at which a Company trustee is also an employee.
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Rather than impose arbitrary limits on service, the Company regularly (at least annually) reviews each trustee’s continued role on the Board and considers the need for periodic Board refreshment.
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Regular Self-Evaluations
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Mandatory Retirement
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Separation of Chair and CEO
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The Board and its committees conduct annual self-evaluations.
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The Company’s Governance Guidelines require that trustees must be less than 74 years of age upon the date of the annual meeting at which such trustee is elected or re-elected.
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The Company’s governance guidelines provide that the positions of Board Chair and CEO should be held by separate persons. The Board is led by an Independent Chair.
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Environmental
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Social Responsibility
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Annual Review of Charters and Key
Policies
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The Nominating & Governance Committee has oversight of the Company’s environmental, social and governance (ESG) initiatives. The Company is committed to creating a diverse, sustainable and environmentally responsible organization.
In May 2020, the Company published its inaugural ESG report, which can be found on our website at www.centerspacehomes.com.
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In 2020, the Company provided more than $52,000 of financial support for over 25 organizations benefiting the communities in which we operate. During our Juneteenth fundraiser in June 2020, our Team Members donated over $14,000 to two Minneapolis charities. We also provided paid time off that allowed our team members to contribute over 648 volunteer hours in our communities. We and our team members overall donated more than $7,500 to Team Hope, our emergency fund for team members in need.
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The Board and each standing committee reviews its charter annually, along with the Company’s Governance Guidelines, Code of Conduct, Code of Ethics for Senior Financial Officers, Insider Trading Policy, and Whistleblower Policy.
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Committee
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Key Responsibilities
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Members
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Audit Committee
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•
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Oversees the Company’s accounting and financial reporting processes and audits of its financial statements, including the integrity of the financial statements.
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Mary J. Twinem (Chair)
Jeffrey P. Caira
Michael T. Dance
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Directly responsible for the appointment, compensation, and oversight of the independent auditors.
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Reviews the scope and overall plans for, and results of, the annual audit and internal control over financial reporting.
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Reviews the responsibilities, staffing, budget, design, implementation, and results of the internal audit function.
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Consults with management and the independent auditor with respect to the Company’s processes for 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.
|
|
|
Committee
|
| |
Key Responsibilities
|
| |
Members
|
| |||
|
Compensation Committee
|
| |
•
|
| |
Provides for succession planning for the executive officers, with particular focus on CEO succession.
|
| |
Linda J. Hall (Chair)
Michael T. Dance
John A. Schissel
|
|
|
|
| |
|
| ||||||
|
•
|
| |
Oversees the goals and objectives of the Company’s executive compensation plans.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Annually evaluates the performance of the CEO, including reviewing, setting, and approving goals and objectives for the CEO and, together with the other independent trustees, determines the CEO’s compensation.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Annually reviews and approves the evaluation process for the CEO and the other executive officers and reviews the CEO’s decisions with respect to compensation of the other executive officers.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Makes recommendations to the Board regarding incentive compensation plans and equity-based plans and approves any equity compensation.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Periodically reviews and approves any employment agreements, severance arrangements, or change in control agreements and provisions for the Company’s executive officers.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Receives periodic reports on the Company’s compensation programs, 401(k) plan options and matching contributions, and employee health care benefits.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Considers the results of shareholder advisory votes on executive compensation in connection with the review and approval of executive officer compensation.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Reviews and discusses the Compensation Discussion & Analysis and Compensation Committee Report with management.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Periodically reviews the goals and objectives of the Company’s executive compensation plans.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Reviews peer groups and criteria for benchmarking used to assess performance and compensation levels for executive officers
|
|
|
Committee
|
| |
Key Responsibilities
|
| |
Members
|
| |||
|
Nominating and Governance Committee
|
| |
•
|
| |
Plans for Board refreshment and succession planning for directors and identifies, recruits, and interviews candidates to fill positions on the Board.
|
| |
Emily N. Green (Chair)
Linda J. Hall
Terrance P. Maxwell
|
|
|
|
| |
|
| ||||||
|
•
|
| |
Identifies and recommends to the Board individuals qualified to serve on the Board.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Evaluates incumbent trustees to determine whether to recommend them to the Board as nominees for re-election.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Focuses on Board composition and procedures and recommends measures to ensure that the Board reflects the appropriate balance of knowledge, experience, skills, and expertise.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Develops and periodically reviews a set of corporate governance principles applicable to the Company and its management.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Makes recommendations to the Board regarding the size and criteria for membership on the Board and committees.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Oversees a systematic annual evaluation of the Board, committees, and individual directors in an effort to continuously improve the function of the Board.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Considers corporate governance matters that may arise and develops appropriate recommendations.
|
| ||||||
|
|
| |
|
| ||||||
|
•
|
| |
Oversees the Company’s efforts with respect to environmental, social and governance initiatives.
|
|
•
|
The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in areas of financial risk, internal controls, and compliance with legal and regulatory requirements. The Audit Committee interacts regularly in executive session with the Company’s internal and independent auditors in carrying out these functions.
|
•
|
The Compensation Committee oversees the Company’s compensation policies and practices to help ensure sound pay practices that do not cause compensation risks to arise that are reasonably likely to have a material adverse effect on the Company.
|
•
|
The Nominating and Governance Committee assists in oversight of the management of risks associated with Board organization, membership, and structure.
|
|
|
| |
Required Ownership Multiple of Annual
Base Cash Compensation
|
|
|
Non-Employee Trustees
|
| |
4x
|
|
•
|
shares owned directly by the participant, participant’s spouse, and/or children;
|
•
|
shares held in a revocable trust for the benefit of the participant, participant’s spouse, and/or children;
|
•
|
shares owned by an entity in which the participant has or shares the power to vote or dispose of the shares;
|
•
|
shares held in a retirement account owned by the participant or participant’s spouse; and
|
•
|
shares pursuant to an equity award that are to vest within 12 months.
|
|
|
| |
Required Ownership Multiple of Base Salary
|
|
|
Chief Executive Officer
|
| |
5x
|
|
|
Chief Financial Officer
|
| |
2x
|
|
|
Other Executive Vice Presidents
|
| |
2x
|
|
|
Senior Vice Presidents
|
| |
1x
|
|
|
Vice Presidents
|
| |
0.5x
|
|
Name
|
| |
Fees Earned or
Paid in Cash(1)
($)
|
| |
Share
Awards(2)(3)
($)
|
| |
Total ($)
|
Jeffrey P. Caira
|
| |
92,875
|
| |
124,814
|
| |
217,689
|
Michael T. Dance
|
| |
57,829
|
| |
68,080
|
| |
125,909
|
Emily Nagle Green
|
| |
54,488
|
| |
68,080
|
| |
122,568
|
Linda J. Hall
|
| |
59,125
|
| |
68,080
|
| |
127,205
|
Terrance P. Maxwell
|
| |
45,375
|
| |
68,080
|
| |
113,455
|
John A. Schissel
|
| |
47,250
|
| |
68,080
|
| |
115,330
|
Mary J. Twinem
|
| |
52,808
|
| |
68,080
|
| |
120,888
|
(1)
|
Includes: (i) annual retainers paid to each trustee and (ii) additional retainers paid to the Board Chair, Committee Chairs, and committee members. Does not include reimbursed expenses and dividend equivalents.
|
(2)
|
On May 19, 2020, each non-management trustee was granted 1,056 restricted stock units (“RSUs”) (based on $60,000 divided by the 20-day average closing price of a common share prior to May 19, 2020). The chair received an additional 880 RSUs (based on $50,000 divided by the 20-day average closing price of a common share prior to May 19, 2020). These awards will vest in full on May 19, 2021 for those trustees serving on the vesting date. The grant date fair value of the RSUs was $64.47 per RSU.
|
(3)
|
As of December 31, 2020, each independent trustee had 1,056 unvested RSUs and our chair, Jeffrey Caira, had an additional 880 unvested RSUs.
|
Name of Beneficial Owner(1)
|
| |
Common
Shares
|
| |
Percent of
Class(2)
of Common
Shares As of
March 22,
2021
|
Mark O. Decker, Jr.
Chief Executive Officer, President, Chief Investment Officer & Trustee
|
| |
32,367(3)
|
| |
*
|
John A. Kirchmann
Executive Vice President & Chief Financial Officer
|
| |
14,762(4)
|
| |
*
|
Anne Olson
Executive Vice President, Chief Operating Officer, General Counsel &Secretary
|
| |
6,478
|
| |
*
|
Jeffrey P. Caira
Trustee & Chair of the Board
|
| |
16,762
|
| |
*
|
Michael T. Dance
Trustee
|
| |
8,808
|
| |
*
|
Terrance P. Maxwell
Trustee
|
| |
7,095
|
| |
*
|
Emily Nagle Green
Trustee
|
| |
4,700
|
| |
*
|
Linda J. Hall
Trustee
|
| |
8,232
|
| |
*
|
John. A. Schissel
Trustee
|
| |
5,967
|
| |
*
|
Mary J. Twinem
Trustee
|
| |
4,790
|
| |
*
|
Trustees and named executive officers as a group (10 individuals)
|
| |
109,961
|
| |
*
|
*
|
Represents less than 1% of common shares outstanding as of March 22, 2021.
|
(1)
|
Beneficial ownership is determined in accordance with rules of the SEC and includes voting or investment power with respect to securities. Securities “beneficially owned” by a person may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities as to which the person has or shares voting or investment power or has the option or right to acquire within 60 days of March 22, 2021.
|
(2)
|
Percentage of class is based on a total of 13,219,845 common shares outstanding as of March 22, 2021.
|
(3)
|
Includes 30,762 shares held directly, 1,525 shares held indirectly by his spouse’s IRA, and 20 shares held indirectly by each of his four children.
|
(4)
|
Includes 13,429 shares held directly, 1,020 shares held indirectly by his IRA and 313 shares held indirectly by his daughter’s IRA.
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature
of Beneficial
Ownership(1)
|
| |
Percent of Class(2)
|
BlackRock, Inc.(3)
55 East 52nd Street, New York, NY 10055
|
| |
2,317,729
|
| |
17.50%
|
The Vanguard Group, Inc.(4)
100 Vanguard Blvd, Malvern, PA 19355
|
| |
1,982,422
|
| |
15.00%
|
Renaissance Technologies LLC(5)
800 Third Avenue, New York, NY 10022
|
| |
680,532
|
| |
5.10%
|
(1)
|
Beneficial ownership is determined in accordance with rules of the SEC and includes voting or investment power with respect to securities. Securities “beneficially owned” by a person may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities as to which the person has or shares voting or investment power or has the option or right to acquire within 60 days of March 22, 2021.
|
(2)
|
Percentage of class is based on a total of 13,219,845 common shares outstanding as of March 22, 2021.
|
(3)
|
Based solely on information of beneficial ownership as of December 31, 2021, included in a Schedule 13G filed on January 25, 2021. BlackRock, Inc. reports sole voting power with respect to 2,284,540 shares and sole dispositive power with respect to all 2,317,729 shares.
|
(4)
|
Based solely on information of beneficial ownership as of December 31, 2021, included in a Schedule 13G filed on February 10, 2021. The Vanguard Group, Inc. reports sole voting power with respect to 0 shares and sole dispositive power with respect to 1,930,111 shares.
|
(5)
|
Based solely on information of beneficial ownership as of December 31, 2021, included in a Schedule 13G filed on February 11, 2021. Renaissance Technologies LLC reports sole voting power with respect to 680,532 shares and sole dispositive power with respect to 680,532 shares.
|
|
Name
|
| |
Age
|
| |
Title
|
|
|
Mark O. Decker, Jr.
|
| |
45
|
| |
Chief Executive Officer, President, and Chief Investment Officer; Trustee
|
|
|
John A. Kirchmann
|
| |
56
|
| |
Executive Vice President and Chief Financial Officer
|
|
|
Anne Olson
|
| |
44
|
| |
Executive Vice President, Chief Operating Officer, General Counsel, and Secretary
|
|
•
|
Mark O. Decker, Jr., Chief Executive Officer since April 27, 2017, and President and Chief Investment Officer since August 5, 2016;
|
•
|
Anne Olson, Chief Operating Officer since June 25, 2018, and Executive Vice President, General Counsel, and Secretary since April 30, 2017; and
|
•
|
John A. Kirchmann, Chief Financial Officer since June 29, 2017, and Executive Vice President since April 30, 2017.
|
•
|
Rebranded the Company as Centerspace to reflect both the transformation of the Company and its vision for the future.
|
•
|
Net loss per diluted share was $(0.15) for the year ended December 31, 2020, compared to earnings per diluted share of $6.00 for the year ended December 31, 2019.
|
•
|
Core FFO increased to $3.78 per diluted share compared to $3.72 per diluted share for the year ended December 31, 2019.
|
•
|
Total collections for the year ended December 31, 2020 were 99.1% of expected residential revenue compared to 99.6% for the year ended December 31, 2019, and total collections for the quarter ended December 31, 2020 were 98.6% compared to 99.7% for the same period of 2019.
|
•
|
Same-store year-over-year revenue growth of 2.1% driven by 1.7% growth in rental revenue and 0.4% growth in occupancy.
|
•
|
Same-store operating expenses increased 2.6% year-over-year with a decline of 2.9% in same-store controllable expenses, offset by an increase of 13.6% in same-store non-controllable expenses.
|
•
|
Same-store net operating income (“NOI”) growth of 1.8%.
|
•
|
Acquired two new apartment communities in the key growth markets of Minneapolis, Minnesota and Denver, Colorado, consisting of 647 homes, for an aggregate purchase price of $191.0 million.
|
•
|
Funded $18.5 million of multifamily residential property construction loans.
|
•
|
Acquired the remaining non-controlling ownership interest in 71 France, an apartment community located in Minneapolis, Minnesota, for $12.2 million.
|
•
|
Disposed of four apartment communities, a commercial property, and a parcel of unimproved land, for an aggregate sale price of $44.3 million.
|
•
|
Issued 829,078 common shares for total consideration, net of commissions and issuance costs, of approximately $59.2 million.
|
•
|
Repurchased and retired approximately 237,000 Series C preferred shares for an aggregate cost of $5.6 million or an average price per share of $23.75.
|
•
|
Maintained regular, consistent communication with our residents and commercial tenants and provided assistance and worked through questions and concerns during the uncertain circumstances;
|
•
|
Established parameters and a consistent review process for assistance in the form of residential rent deferrals and commercial abatements to determine the best course of action;
|
•
|
Took proactive measures to manage costs and expenses;
|
•
|
Continued to negotiate and execute lease renewals and new leases; and
|
•
|
Prioritized resident and employee safety by adapting our operations to protect resident and employees, including implementing remote work and social distancing and other precautions.
|
•
|
A significant portion of each executive officer’s total compensation is at-risk and based on operating and share price performance.
|
•
|
The 2020 short-term incentive program (the “2020 STIP”) included the following metrics:
|
•
|
Under the 2020 long-term incentive program (the “2020 LTIP”), each executive officer received:
|
•
|
The stock option 2020 LTIP awards vest in equal installments on May 21, 2021, January 1, 2022, January 1, 2023, and January 1, 2024, if the officer remains in the continuous employ of the Company through each
|
•
|
The time-based restricted share unit (“RSU(s)”) 2020 LTIP awards vest ratably over three years, beginning March 13, 2021, if the officer remains in the continuous employ of the Company through each of the applicable vesting dates.
|
•
|
There are no guaranteed minimum STIP or LTIP payouts.
|
•
|
There are no guaranteed annual salary increases.
|
•
|
Executive officers are subject to a clawback policy, a share ownership and retention policy, and a policy prohibiting hedging and pledging of the Company’s securities, as well as other Company policies described in the “Company Policies” section of this Compensation Discussion and Analysis.
|
•
|
Change in control agreements entered into with executive officers contain double-trigger language (i.e., a change of control and employment is terminated without cause or by the officer for good reason) and require conditions for payment.
|
•
|
attract and retain highly qualified executives;
|
•
|
motivate these executives to improve the Company’s financial position and increase shareholder value on an annual and long-term basis;
|
•
|
target “total compensation” reflective of the Company’s relative size compared to peers;
|
•
|
promote management accountability for financial and operational performance;
|
•
|
provide a total compensation pay mix that includes base salary, and both cash and equity incentive components; and
|
•
|
promote teamwork and cooperation throughout the Company and within the management group.
|
|
• American Assets Trust Inc.
|
| |
• Apartment and Investment Management Co. (AIMCO)
|
| |
• Armada Hoffler Properties, Inc.
|
|
|
• Bluerock Residential Growth REIT, Inc
|
| |
• BRT Apartments Corp.
|
| |
• Camden Property Trust
|
|
|
• Clipper Realty, Inc.
|
| |
• EastGroup Properties, Inc.
|
| |
• Equity LifeStyle Properties, Inc.
|
|
|
• Independence Realty Trust
|
| |
• Mid-America Apartment Communities, Inc.
|
| |
• NexPoint Residential Trust, Inc.
|
|
|
• PS Business Parks, Inc.
|
| |
• Sun Communities, Inc.
|
| |
• UDR, Inc.
|
|
|
• UMH Properties, Inc.
|
| |
• Washington Real Estate Investment Trust
|
| |
|
|
•
|
The executive officers, as requested by the Compensation Committee, developed and oversaw the creation of written background and supporting materials on compensation for distribution to the Compensation Committee prior to its meetings; and
|
•
|
the Chief Executive Officer and Meridian provided the Compensation Committee with comments and recommendations regarding salary levels and salary increases for members of management, including the named executive officers (other than for the Chief Executive Officer).
|
•
|
base salary;
|
•
|
short -term incentives;
|
•
|
long-term incentives;
|
•
|
health and retirement programs; and
|
•
|
executive benefits and perquisites.
|
Officer
|
| |
2020
|
| |
% Change
from 2019
|
Mark O. Decker, Jr.
|
| |
$470,000
|
| |
—
|
Anne Olson
|
| |
$360,000
|
| |
—
|
John A. Kirchmann
|
| |
$325,000
|
| |
—
|
|
| |
Percentage of Base Salary
|
Mr. Decker
|
| |
100%
|
Ms. Olson
|
| |
80%
|
Mr. Kirchmann
|
| |
70%
|
|
| |
Percentage of STIP
|
AFFO
|
| |
25%
|
Same-Store NOI Growth
|
| |
35%
|
Adjusted EBITDA Margin
|
| |
20%
|
Strategic Goals
|
| |
20%
|
•
|
exclude the impact of losses on extinguishment of debt, certain casualty losses, rebranding costs, loss on marketable securities, discount on redemption of preferred shares, stock-based compensation expense, straight-line rent, 2020 STIP costs above target, and other miscellaneous items; and
|
•
|
include recurring capital expenditures.
|
|
| |
Performance
Metric(1)
|
| |
Achievement
Level
|
Below Threshold
|
| |
Below $3.04
|
| |
—
|
Threshold
|
| |
$3.04
|
| |
50%
|
Target
|
| |
$3.13-$3.19
|
| |
100%
|
Maximum
|
| |
$3.28
|
| |
150%
|
(1)
|
If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.
|
|
| |
Performance
Metric(1)
|
| |
Achievement
Level
|
Below Threshold
|
| |
Below 1.6%
|
| |
—
|
Threshold
|
| |
1.6%
|
| |
50%
|
Target
|
| |
2.3%-2.5%
|
| |
100%
|
Maximum
|
| |
3.1%
|
| |
150%
|
(1)
|
If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.
|
|
| |
Performance
Metric(1)
|
| |
Achievement
Level
|
Below Threshold
|
| |
Below 44.4%
|
| |
—
|
Threshold
|
| |
44.4%
|
| |
50%
|
Target
|
| |
45.4%-47.4%
|
| |
100%
|
Maximum
|
| |
48.4%
|
| |
150%
|
(1)
|
If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.
|
Name
|
| |
AFFO(1)
|
| |
NOI Growth(2)
|
| |
Adjusted
EBITDA
Margin(3)
|
| |
Strategic
Goals(4)
|
| |
Total Payout
|
| |
% of
Target
|
Mark O. Decker, Jr.
|
| |
$104,575
|
| |
$105,280
|
| |
$98,700
|
| |
$98,700
|
| |
$407,255
|
| |
87%
|
Anne Olson
|
| |
$64,080
|
| |
$64,512
|
| |
$60,480
|
| |
$86,400
|
| |
$275,472
|
| |
96%
|
John A. Kirchmann
|
| |
$50,619
|
| |
$50,960
|
| |
$47,775
|
| |
$52,235
|
| |
$201,679
|
| |
89%
|
(1)
|
The Company generated AFFO of $3.11 per share/unit during the year ended December 31, 2020, with an 89% payout based on linear interpolation between the “threshold” of $3.04 and “target” of $3.13-$3.19.
|
(2)
|
The Company’s same-store NOI growth was 1.8% for the year ended December 31, 2020, with a 64% payout based on linear interpolation between the “below threshold” of 1.6% and “threshold” of 2.3%-2.5%.
|
(3)
|
The Company’s adjusted EBITDA margin was 47.5% for the year ended December 31, 2020, with a 105% payout based on linear interpolation between the “target” of 45.4%-47.4% and “maximum” of 48.4%.
|
(4)
|
With respect to the strategic goals, based on a number of factors including the achievement of individual qualitative objectives, the Compensation Committee, with the approval of the independent trustees, determined that (a) Mr. Decker earned a payout equal to 105%; (b) Ms. Olson earned a payout of 150%, and Mr. Kirchmann earned a payout equal to 115%.
|
|
| |
Percentage of
Base Salary
|
Mr. Decker
|
| |
200%
|
Ms. Olson
|
| |
125%
|
Mr. Kirchmann
|
| |
100%
|
|
Position
|
| |
Value of Shares
|
|
|
Chief Executive Officer
|
| |
5x annual base salary
|
|
|
Chief Operating Officer, Chief Financial Officer
|
| |
2x annual base salary
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
LTIP
Share and
Option
Awards(1)
($)
|
| |
STIP Cash
Compensation
(2)
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
|||
Mark O. Decker, Jr
President, Chief Executive Officer and Chief Investment Officer
|
| |
|
| |
2020
|
| |
470,000
|
| |
784,668
|
| |
407,255
|
| |
13,346(4)
|
| |
1,675,269
|
|
|
| |
2019
|
| |
465,010
|
| |
570,519
|
| |
560,476
|
| |
13,750(4)
|
| |
1,609,755
|
||
|
Transition Period
|
| |
2018
|
| |
300,470
|
| |
445,146
|
| |
337,773
|
| |
16,575
|
| |
1,099,964
|
||
|
Fiscal Year
|
| |
2018
|
| |
444,050
|
| |
592,793
|
| |
509,769
|
| |
201,599
|
| |
1,748,211
|
||
J ohn A. Kirchmann
Executive Vice President and
Chief Financial Officer
|
| |
|
| |
2020
|
| |
325,000
|
| |
271,283
|
| |
201,679
|
| |
13,558(4)
|
| |
811,520
|
|
|
| |
2019
|
| |
325,000
|
| |
263,052
|
| |
271,295
|
| |
19,750 (4)
|
| |
879,097
|
||
|
Transition Period
|
| |
2018
|
| |
220,033
|
| |
228,038
|
| |
173,051
|
| |
16,069
|
| |
637,191
|
||
|
Fiscal Year
|
| |
2018
|
| |
325,000
|
| |
399,383
|
| |
238,240
|
| |
40,029
|
| |
1,002,652
|
||
Anne Olson(3)
Executive Vice President, Chief Operating Officer, General Counsel,
and Secretary
|
| |
|
| |
2020
|
| |
360,000
|
| |
375,659
|
| |
275,472
|
| |
13,625(4)
|
| |
1,024,756
|
|
|
| |
2019
|
| |
360,000
|
| |
364,193
|
| |
300,510
|
| |
13,750 (4)
|
| |
1,038,453
|
||
|
Transition Period
|
| |
2018
|
| |
238,358
|
| |
360,873
|
| |
191,688
|
| |
18,690
|
| |
809,609
|
||
|
Fiscal Year
|
| |
2018
|
| |
325,000
|
| |
399,383
|
| |
261,170
|
| |
22,925
|
| |
1,008,478
|
(1)
|
The amounts included in this column for 2020 represent the full grant date fair value, computed in accordance with ASC Topic 718, of shares and stock options awarded under 2020 LTIP awards. The time-based RSUs were granted on March 13, 2020 and the stock options were granted on May 21, 2020. Each applicable officer received two LTIP awards on the applicable grant date: (i) time-based RSUs which vest ratably over a three-year period provided the recipient is still employed with the Company (“time-based LTIP award”); and (ii) stock options which vest ratably over a four-year period provided the recipient is still employed with the Company (“stock options”). See the “Long-Term Incentive Awards – 2020 LTIP” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
|
(2)
|
The amounts included in this column represent the cash awards earned under the referenced 2020 or 2019 fiscal year or 2018 transition period or fiscal year pursuant to the Company’s STIP, based on the 2020, 2019, or 2018 transition period or fiscal year performance. The awards were paid following the end of 2020, 2019, the 2018 transition period or applicable fiscal year. See the “Short-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
|
(3)
|
Ms. Olson was promoted to Chief Operating Officer on June 25, 2018.
|
(4)
|
Consists of 401(k) company contributions.
|
|
| |
|
| |
Estimated Future Payouts under
Non-Equity Incentive Awards(1)
|
| |
|
| |
Estimated Future
Payouts under Equity
Incentive Awards(2)
|
| |
All
Other
Share
Awards:
No. of
Shares(3)
|
| |
No. of
Options
(4)
|
| |
Exercise or
Base Price
of Option
Award
($/Share)
|
| |
Grant Date
Fair Value
($)(4)
|
||||||||||||
Name
|
| |
Type of Award
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Grant
Date
|
| |
Thres
hold
(#)
|
| |
Targ
et
(#)
|
| |
Maxi
mum
(#)
|
| |||||||||||
Mark O. Decker, Jr.
|
| |
STIP
|
| |
235,000
|
| |
470,000
|
| |
705,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Time-Based RSUs
|
| |
|
| |
|
| |
|
| |
3/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
4,148
|
| |
|
| |
|
| |
296,458
|
||
|
Stock Options
|
| |
|
| |
|
| |
|
| |
5/21/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
67,293
|
| |
66.36
|
| |
488,211
|
||
John A. Kirchmann
|
| |
STIP
|
| |
113,750
|
| |
227,500
|
| |
341,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Time-Based RSUs
|
| |
|
| |
|
| |
|
| |
3/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
1,434
|
| |
|
| |
|
| |
102,488
|
||
|
Stock Options
|
| |
|
| |
|
| |
|
| |
5/21/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
23,266
|
| |
66.36
|
| |
168,795
|
||
Anne Olson
|
| |
STIP
|
| |
144,000
|
| |
288,000
|
| |
432,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Time-Based RSUs
|
| |
|
| |
|
| |
|
| |
3/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
1,986
|
| |
|
| |
|
| |
141,939
|
||
|
Stock Options
|
| |
|
| |
|
| |
|
| |
5/21/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
32,215
|
| |
66.36
|
| |
233,720
|
(1)
|
STIP awards for 2020 Performance: Includes the potential range of 2020 STIP cash awards as described in the Compensation Discussion and Analysis section of this Proxy Statement. The actual amount earned for 2020 performance is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
|
(2)
|
No Performance-based LTIP awards were granted in 2020.
|
(3)
|
Time-based LTIP awards granted on March 13, 2020, which vest ratably on each March 13, 2021, 2022, and 2023, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards – 2020 LTIP” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
|
(4)
|
Stock option LTIP awards granted on May 21, 2020, which vest ratably on each May 21, 2021, January 1, 2022, 2023, and 2024, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards – 2020 LTIP” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
|
(5)
|
The amounts included in this column represent the full grant date fair value, computed in accordance with ASC Topic 718, of shares and stock options awarded under the Amended and Restated 2015 Incentive Plan.
|
Name
|
| |
Grant
Date
|
| |
Unexercised
exercisable
options
|
| |
Unexercised
unexercisable
options(1)
|
| |
Option
Exercise
($)
|
| |
Option
Expiration
date
|
| |
# of
shares
not
vested
(RSUs)(3)
|
| |
Market
value of
shares that
have not
vested($)(2)
|
| |
Number of
unearned
shares that
have not
vested
(PSUs)(4)
|
| |
Market
value of
unearned
shares that
have not
vested($)(2)
|
Mark O. Decker, Jr.
|
| |
5/21/2020
|
| |
—
|
| |
67,293
|
| |
66.36
|
| |
5/21/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
3/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,148
|
| |
293,015
|
| |
—
|
| |
—
|
|
| |
3/8/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,753
|
| |
123,832
|
| |
—
|
| |
—
|
|
| |
3/8/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,257
|
| |
371,354
|
|
| |
7/20/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
878
|
| |
62,022
|
| |
—
|
| |
—
|
|
| |
7/20/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,268
|
| |
372,132
|
John A. Kirchmann
|
| |
5/21/2020
|
| |
—
|
| |
23,266
|
| |
66.36
|
| |
5/21/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
3/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,434
|
| |
101,298
|
| |
—
|
| |
—
|
|
| |
3/8/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
808
|
| |
57,077
|
| |
—
|
| |
—
|
|
| |
3/8/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,424
|
| |
171,231
|
|
| |
7/20/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
449
|
| |
31,717
|
| |
—
|
| |
—
|
|
| |
7/20/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,699
|
| |
190,657
|
Name
|
| |
Grant
Date
|
| |
Unexercised
exercisable
options
|
| |
Unexercised
unexercisable
options(1)
|
| |
Option
Exercise
($)
|
| |
Option
Expiration
date
|
| |
# of
shares
not
vested
(RSUs)(3)
|
| |
Market
value of
shares that
have not
vested($)(2)
|
| |
Number of
unearned
shares that
have not
vested
(PSUs)(4)
|
| |
Market
value of
unearned
shares that
have not
vested($)(2)
|
Anne Olson
|
| |
5/21/2020
|
| |
—
|
| |
32,215
|
| |
66.36
|
| |
5/21/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
3/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,986
|
| |
140,291
|
| |
—
|
| |
—
|
|
| |
3/8/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,119
|
| |
79,046
|
| |
—
|
| |
—
|
|
| |
3/8/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,356
|
| |
237,068
|
|
| |
7/20/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
712
|
| |
50,296
|
| |
—
|
| |
—
|
|
| |
7/20/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,271
|
| |
301,703
|
(1)
|
Stock option award which vests ratably over four years after the grant date.
|
(2)
|
Based on the closing market price per common share at December 31, 2020, which was $70.64.
|
(3)
|
Time-based LTIP award which vests ratably over three years after the grant date.
|
(4)
|
Performance-based LTIP award which vests based on achieving certain performance goals at the end of the three-year performance period. The number of shares and market value of unearned shares for such awards are based on the target number of shares under the award.
|
|
| |
|
| |
|
| |
Share Awards
|
|||
Name
|
| |
Grant Date
|
| |
Vest Date
|
| |
Number of Shares
Acquired on Vesting (#)
|
| |
Value Realized on
Vesting(7) ($)
|
Mark O. Decker Jr.
|
| |
6/21/2017
|
| |
5/21/2020
|
| |
4,627(1)
|
| |
307,048
|
|
| |
6/21/2017
|
| |
5/21/2020
|
| |
1,972(1)
|
| |
130,862
|
|
| |
5/1/2017
|
| |
5/1/2020
|
| |
548(2)
|
| |
32,732
|
|
| |
6/21/2017
|
| |
5/1/2020
|
| |
812(3)
|
| |
48,501
|
|
| |
7/20/2018
|
| |
4/30/2020
|
| |
878(4)
|
| |
54,989
|
|
| |
3/8/2019
|
| |
3/8/2020
|
| |
876(5)
|
| |
66,392
|
|
| |
|
| |
Total
|
| |
9,713
|
| |
640,524
|
John A. Kirchmann
|
| |
6/21/2017
|
| |
5/21/2020
|
| |
2,369(1)
|
| |
157,207
|
|
| |
6/21/2017
|
| |
5/21/2020
|
| |
1,010(1)
|
| |
67,024
|
|
| |
4/30/2017
|
| |
4/30/2020
|
| |
822(6)
|
| |
51,482
|
|
| |
6/21/2017
|
| |
5/1/2020
|
| |
415(3)
|
| |
24,788
|
|
| |
7/20/2018
|
| |
4/30/2020
|
| |
450(4)
|
| |
28,184
|
|
| |
3/8/2019
|
| |
3/8/2020
|
| |
404(5)
|
| |
30,619
|
|
| |
|
| |
Total
|
| |
5,470
|
| |
359,304
|
Anne Olson
|
| |
6/21/2017
|
| |
5/21/2020
|
| |
2,369(1)
|
| |
157,207
|
|
| |
6/21/2017
|
| |
5/21/2020
|
| |
1,010(1)
|
| |
67,024
|
|
| |
4/30/2017
|
| |
4/30/2020
|
| |
822(6)
|
| |
51,482
|
|
| |
6/21/2017
|
| |
5/1/2020
|
| |
415(3)
|
| |
24,788
|
|
| |
7/20/2018
|
| |
4/30/2020
|
| |
711(4)
|
| |
44,530
|
|
| |
3/8/2019
|
| |
3/8/2020
|
| |
559(5)
|
| |
42,367
|
|
| |
|
| |
Total
|
| |
5,886
|
| |
387,398
|
(1)
|
These shares consist of the performance-based LTIP awards granted on June 21, 2017.
|
(2)
|
These shares consist of one-third of the time-based LTIP awards granted on May 1, 2017.
|
(3)
|
These shares consist of one-third of the time-based LTIP awards granted on June 21, 2017.
|
(4)
|
These shares consist of one-third of the time-based LTIP awards granted on July 20, 2018.
|
(5)
|
These shares consist of one-third of the time-based LTIP awards granted on March 8, 2019.
|
(6)
|
These shares consist of one-third of the time-based LTIP awards granted on April 30, 2017.
|
(7)
|
Value realized equals the closing price of our common shares on the vesting date multiplied by the number of shares vested.
|
|
Plan category
|
| |
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
|
| |
Weighted-average exercise
price of outstanding options,
warrants and rights
|
| |
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in column
(a))
|
|
|
Equity compensation plans approved by security holders(1)
|
| |
190,870
|
| |
$66.36
|
| |
564,716(2)
|
|
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
190,870
|
| |
$66.36
|
| |
564,716(2)
|
|
(1)
|
Consists of 51,822 outstanding RSUs and 139,048 stock options granted under the Amended and Restated 2015 Incentive Plan.
|
(2)
|
Includes shares available for issuance under the Amended and Restated 2015 Incentive Plan, as amended by the First Amendment proposed in this proxy statement.
|
•
|
a lump-sum severance payment equal to 2x for Mr. Decker (as CEO) and 1x for other executive officers the sum of base salary and the target annual cash bonus;
|
•
|
outstanding non-vested share awards that vest based on continued employment vest immediately; and
|
•
|
outstanding non-vested, performance-based share awards that vest based on performance goals vest as though the target performance was achieved as of the change in control date.
|
•
|
with certain exceptions, the acquisition, directly or indirectly, by any person or group of beneficial ownership of securities entitled to vote generally in the election of trustees of the Company that represent 35% or more of the combined voting power of the Company’s then-outstanding voting securities;
|
•
|
individuals who, as of the effective date of this Plan, constitute the Board cease for any reason to constitute at least a majority of the Board;
|
•
|
the consummation by the Company of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction: which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent, directly or indirectly, at least 50% of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction; and after which no person or group beneficially owns voting securities representing 35% or more of the combined voting power of the successor entity; or
|
•
|
approval by the Company’s shareholders of a liquidation or dissolution of the Company.
|
Name and Termination Scenario
|
| |
Cash Payment
($)(1)
|
| |
Acceleration of Vesting
of Long-Term Equity
Incentive Awards
($)(2)
|
| |
Total
($)
|
Mark O. Decker, Jr. – President, Chief Executive Officer, and Chief Investment Officer
|
| |
|
| |
|
| |
|
By Company For Cause(3)
|
| |
—
|
| |
—
|
| |
—
|
By Company Without Cause
|
| |
—
|
| |
766,883
|
| |
766,883
|
Upon Death or Disability
|
| |
—
|
| |
1,510,369
|
| |
1,510,369
|
Upon Change in Control(4)
|
| |
—
|
| |
766,883
|
| |
766,883
|
Upon Change in Control and Termination(5)
|
| |
1,903,451(6)
|
| |
1,510,369
|
| |
3,413,820
|
John A. Kirchmann – Executive Vice President and Chief Financial Officer
|
| |
|
| |
|
| |
|
By Company For Cause(3)
|
| |
—
|
| |
—
|
| |
—
|
By Company Without Cause
|
| |
—
|
| |
289,671
|
| |
289,671
|
Upon Death or Disability
|
| |
—
|
| |
651,559
|
| |
651,559
|
Upon a Change in Control(4)
|
| |
—
|
| |
289,671
|
| |
289,671
|
Upon Change in Control and Termination(5)
|
| |
569,941(6)
|
| |
651,559
|
| |
1,221,500
|
Anne Olson – Executive Vice President — Chief Operating Officer, General Counsel, and Secretary
|
| |
|
| |
|
| |
|
By Company For Cause(3)
|
| |
—
|
| |
—
|
| |
—
|
By Company Without Cause
|
| |
—
|
| |
407,513
|
| |
407,513
|
Upon Death or Disability
|
| |
—
|
| |
946,284
|
| |
946,284
|
Upon Change in Control(4)
|
| |
—
|
| |
407,513
|
| |
407,513
|
Upon Change in Control and Termination(5)
|
| |
671,451(6)
|
| |
946,284
|
| |
1,617,735
|
(1)
|
This column assumes that there was neither accrued but unpaid base compensation nor vacation time earned but unpaid as of December 31, 2020.
|
(2)
|
Amounts in this column reflect accelerated vesting of awards of restricted common shares, RSUs, and stock options under the LTIP awards that were outstanding at December 31, 2020. For purposes of this table, it is assumed that all the common shares under the performance-based LTIP awards have been earned and that the market value of a common share is $70.64, the closing market price per common share at the close of business on December 31, 2020.
|
(3)
|
No payments are made and no vesting occurs if the Company terminates the officer for “cause” as defined in the LTIP awards.
|
(4)
|
This reflects the occurrence of a change in control without termination, which would not trigger severance payments under the Change in Control Severance Agreement.
|
(5)
|
This reflects the occurrence of a change in control and the officer’s employment was terminated by the Company without cause or by the officer with good reason, thereby triggering severance payments under the Change in Control Severance Agreement, assuming that all conditions under such agreement had been met as of December 31, 2020.
|
(6)
|
Includes the reimbursement of health care benefits, estimated to be $23,451 for Mr. Decker, $17,441 for Mr. Kirchmann, and $23,451 for Ms. Olson, assuming the reimbursement is for the full 18-month period and based on monthly premiums in place as of December 31, 2020.
|
•
|
the total compensation of the employee who represents the Company’s median compensated employee (other than the CEO) was $46,603; and
|
•
|
the total compensation of the CEO, as reported in the Summary Compensation Table above, was $1,675,269.
|
•
|
Compensation for certain executive officers is composed of various components: base salary, short-term incentive cash awards, and long-term incentive equity awards. The mix is designed to balance near-term performance improvement with sustainable long-term value creation.
|
•
|
A significant percentage of compensation is equity-based, long-term compensation pursuant to LTIP awards. The use of RSUs and stock options encourages the Company’s executive officers to focus on sustaining the Company’s long-term performance because unvested awards could significantly decrease in value if the Company’s business is not managed with long-term interests in mind.
|
•
|
The STIP awards granted in 2020 utilize various performance goals. The STIP awards utilize the objective performance goals of AFFO, same-store NOI growth and adjusted EBITDA margin, as well as strategic qualitative performance goals for progress on execution of the Company’s strategic plan and meeting individual personal goals. The LTIP awards granted in 2020 are time-based awards. The use of several performance goals as well as time-based LTIP awards was intentionally selected by the Compensation Committee with the goal of aligning executive compensation with long-term creation of shareholder value.
|
•
|
The Amended and Restated 2015 Incentive Plan contains individual limitations on the maximum amount that may be granted or awarded in any calendar year to a participant, including under the STIP and LTIP awards. The Compensation Committee believes these limitations are currently set at appropriate maximum levels under the Amended and Restated 2015 Incentive Plan.
|
•
|
The Company adopted an equity ownership and retention policy by which each executive and senior officer is required to maintain a multiple of his or her base salary in common shares. The multiples are 5x for the Chief Executive Officer, 2x for the other executive officers, 1x for senior vice presidents and 0.5x for vice presidents. In addition, the officers are required to retain 60% of the net shares received under equity awards until either the officer reaches the ownership required level, is no longer employed by the Company, or ceases to be an officer. This policy requires each executive officer to maintain a meaningful equity interest in the Company that could significantly decrease in value if the Company’s business is not managed with long-term interest in mind.
|
•
|
The Company adopted a “clawback” policy by which, with respect to any incentive awards granted after May 1, 2015, the Board will have the right to recoup all or any portion of incentive awards granted based on the Company’s financial statements if the person had engaged in fraud, intentional misconduct, or illegal behavior that caused or contributed to a material restatement of such financial statements.
|
•
|
The Company adopted a policy prohibiting executive and senior officers from engaging in hedging or monetization transactions involving the Company’s securities and from pledging the Company’s securities as collateral for a loan, including through the use of traditional margin accounts with a broker.
|
(a)
|
In cash or its equivalent;
|
(b)
|
By tendering (either by actual delivery or by attestation) previously acquired common shares having an aggregate fair market value at the time of exercise equal to the exercise price;
|
(c)
|
By a cashless (broker-assisted) exercise;
|
(d)
|
By authorizing the Company to withhold shares of common stock otherwise issuable upon the exercise of the option having an aggregate fair market value at the time of exercise equal to the exercise price;
|
(e)
|
By any combination of (a), (b), (c) or (d); or
|
(f)
|
By any other method approved or accepted by the Administrator.
|
(a)
|
An option will constitute an ISO only if the participant receiving the option is an employee and only if the employee is employed by the Company, or a parent or subsidiary corporation within the meaning of Code Section 424, and only to the extent that (i) it is so designated in the applicable award agreement and (ii) the aggregate fair market value (determined as of the stock option’s date of grant) of the common shares with respect to which ISOs held by the participant first become exercisable in any calendar year (under the Amended and Restated 2015 Plan and all other plans of the Company and its affiliates) does not exceed $100,000. To the extent a stock option granted to a participant exceeds this limit, the stock option will be treated as a non-qualified stock option.
|
(b)
|
No participant may receive an ISO under the Amended and Restated 2015 Plan if, immediately after the grant of such Award, the participant would own shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an affiliate, unless (i) the exercise price for that ISO is at least 110% of the fair market value of the common shares subject to that ISO on the grant date and (ii) that stock option will expire no later than five years after its date of grant.
|
(c)
|
For purposes of continued service by a participant who has been granted an ISO, no approved leave of absence may exceed three months unless re-employment upon expiration of such leave is provided by statute or contract. If re-employment is not so provided, then on the date six months following the first day of such leave, any ISO held by the participant will cease to be treated as an ISO and will be treated for tax purposes as a non-qualified stock option.
|
(d)
|
If an ISO is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such stock option will thereafter be treated as a non-qualified stock option.
|
(e)
|
Each participant awarded an ISO will notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any common shares acquired pursuant to the exercise of such ISO. A disqualifying disposition is any disposition (including any sale) of such common shares before the later of (i) two years after the date of grant of the ISO or (ii) one year after the date of exercise of the ISO.
|
(a)
|
The excess of the fair market value of a share on the date of exercise over the grant price.
|
(b)
|
The number of common shares with respect to which the SAR is exercised.
|
•
|
a person, entity or group (with certain exceptions) acquires, in a transaction or series of transactions, the beneficial ownership of at least 35% of the Company’s combined voting power;
|
•
|
the Company engages in a merger, consolidation, reorganization or other business combination or sells or disposes of all or substantially all of the Company’s assets whereby the voting securities of the Company immediately prior to such transaction will not represent 50% or more of the combined voting power of the successor entity’s voting securities immediately after the transaction;
|
•
|
the Company’s shareholders approve a plan of liquidation or dissolution of the Company; or
|
•
|
individuals who, at the beginning of such period, constitute the Board, together with any new trustees whose nomination or election was approved by a majority of the trustees then on the Board (other than individuals who become trustees in connection with an election contest or third-party solicitation of proxies) cease for any reason to constitute a majority of the Board.
|
|
| |
2020
|
| |
2019
|
Audit Fees
|
| |
$586,000
|
| |
$526,500
|
Audit-Related Fees
|
| |
13,000
|
| |
13,000
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$599,000
|
| |
$539,500
|
1.
|
The Company’s Internet site, located at www.centerspacehomes.com, contains information about the Company and its properties. Our investors site, located at ir.centerspacehomes.com, contains press releases, earnings releases, financial information, and stock quotes, as well as corporate governance information and links to the Company’s SEC filings. This Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2020, are both available on ir.centerspacehomes.com.
|
2.
|
To have information such as the Company’s latest quarterly or annual report mailed to you, please either call 1-701-837-7104 or send a request by email to “ir@centerspacehomes.com” or by mail to: Investor Relations, Investors Real Estate Trust, dba Centerspace, 3100 10th St SW, P.O. Box 1988, Minot, ND 58702-1988.
|
|
|
| |
By Order of the Board of Trustees
|
|
|
|
| |
|
|
|
|
| |
/s/ Anne Olson
|
|
|
|
| |
Anne Olson
|
|
|
|
| |
Executive Vice President, Chief Operating Officer,
General Counsel, and Secretary
|
|
•
|
depreciation and amortization related to real estate;
|
•
|
gains and losses from the sale of certain real estate assets; and
|
•
|
impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
|
|
| |
(in thousands, except
percentages)
|
|||
|
| |
Twelve Months Ended
|
|||
|
| |
12/31/2020
|
| |
12/31/2019
|
Net (loss) income available to common shareholders
|
| |
$(1,790)
|
| |
$71,848
|
Adjustments:
|
| |
|
| |
|
Noncontrolling interests — Operating Partnership
|
| |
(212)
|
| |
6,752
|
Depreciation and amortization
|
| |
75,593
|
| |
74,271
|
Less depreciation — non real estate
|
| |
(353)
|
| |
(322)
|
Less depreciation — partially owned entities
|
| |
(379)
|
| |
(2,059)
|
Gain on sale of real estate
|
| |
(25,503)
|
| |
(97,624)
|
FFO applicable to common shares and Units
|
| |
$47,356
|
| |
$52,866
|
|
| |
(in thousands, except
percentages)
|
|||
|
| |
Twelve Months Ended
|
|||
|
| |
12/31/2020
|
| |
12/31/2019
|
Adjustments to Core FFO: Casualty loss write off
|
| |
749
|
| |
—
|
Loss on extinguishment of debt
|
| |
23
|
| |
2,360
|
Gain on litigation settlement
|
| |
—
|
| |
(6,586)
|
Rebranding costs
|
| |
402
|
| |
—
|
(Gain) loss on marketable securities
|
| |
3,378
|
| |
(113)
|
(Discount) premium on redemption of preferred shares
|
| |
(297)
|
| |
—
|
Core FFO applicable to common shares and Units
|
| |
$51,611
|
| |
$48,527
|
FFO applicable to common shares and Units
|
| |
$47,356
|
| |
$52,866
|
Dividends to preferred unitholders
|
| |
640
|
| |
537
|
FFO applicable to common shares and Units — diluted
|
| |
$47,996
|
| |
$53,403
|
Core FFO applicable to common shares and Units
|
| |
$51,611
|
| |
$48,527
|
Dividends to preferred unitholders
|
| |
640
|
| |
537
|
Core FFO applicable to common shares and Units — diluted
|
| |
$52,251
|
| |
$49,064
|
Per Share Data
|
| |
|
| |
|
Earnings (loss) per share and unit — diluted
|
| |
$(0.15)
|
| |
$6.00
|
FFO per share and unit — diluted
|
| |
$3.47
|
| |
$4.05
|
Core FFO per share and unit — diluted
|
| |
$3.78
|
| |
$3.72
|
Weighted average shares and units — diluted
|
| |
13,835
|
| |
13,182
|
1.
|
The first sentence of Section 1(a) of the Declaration of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:
|
2.
|
Except as expressly amended herein, the Declaration of Trust shall remain in full force and effect. Any electronic signature to this First Amendment will be deemed the same as an original. This First Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts, and when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
|
|
|
| |
TRUST:
|
| |||
|
|
| |
|
| |
|
|
|
|
| |
Investors Real Estate Trust,
a North Dakota real estate investment trust
|
| |||
|
|
| |
|
| |||
|
|
| |
By:
|
| |
/s/ Anne Olson
|
|
|
|
| |
Name: Anne Olson
|
| |||
|
|
| |
Title: Executive Vice President,
|
| |||
|
|
| |
Chief Operating Officer, General Counsel and Secretary
|
|
1.
|
The first sentence of Section 5.2 of the Incentive Plan is hereby deleted in its entirety and the following is substituted in lieu thereof:
|
2.
|
Except as expressly amended herein, the Incentive Plan shall remain in full force and effect. Any electronic signature to this First Amendment will be deemed the same as an original. This First Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts, and when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
|
|
|
| |
COMPANY:
|
| |||
|
|
| |
|
| |
|
|
|
|
| |
Investors Real Estate Trust,
a North Dakota real estate investment trust
|
| |||
|
|
| ||||||
|
|
| |
|
| |
|
|
|
|
| |
By:
|
| |
/s/ Anne Olson
|
|
|
|
| |
Name: Anne Olson
|
| |||
|
|
| |
Title: Executive Vice President,
Chief Operating Officer, General Counsel and Secretary
|
|
1 Year Centerspace Chart |
1 Month Centerspace Chart |
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