🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as the official "voter's guide" for a company's annual meeting. Centerspace is sending this to its shareholders to explain what will be voted on, provide background information, and ask them to appoint someone (a "proxy") to vote on their behalf if they can't attend.

👉 In short: It’s your packet of info for deciding how to vote your shares at the upcoming annual meeting.

🏢 What The Company Does

Centerspace is a Real Estate Investment Trust (REIT) focused on apartment communities. In simple terms, they own, operate, and develop residential rental properties, primarily in the Midwest and Mountain West regions of the United States.

👉 Why it matters: As a REIT, they are required by law to pay out most of their taxable income to shareholders as dividends. So, governance and executive pay decisions are directly tied to the health of the properties and the dividends you might receive.

🗳️ The Main Votes: What You're Deciding

Shareholders will vote on three key proposals at the virtual meeting on May 13, 2026:

Elect Six Trustees: Vote to elect the six board members listed in the document. The board recommends voting FOR all of them.
Executive Compensation ("Say-on-Pay"): An advisory vote to approve the pay packages for top executives. The board recommends voting FOR.
Ratify the Auditor: Vote to approve Grant Thornton LLP as the company's independent auditor for 2026. The board recommends voting FOR.

👉 Key Date: You must have owned shares by March 20, 2026 (the "Record Date") to vote.

👥 Board & Governance: Who's in Charge

The board is proposing six nominees, all of whom are independent except for the CEO. A notable change is that Emily Nagle Green is retiring and not standing for re-election, which will reduce the board from seven to six members.

Key Nominees & Their Expertise:

John A. Schissel (Chair): Former banking executive.
Ola Oyinsan Hixon: Expert in real estate investment (PGIM Real Estate, KKR, Blackstone).
Rodney Jones-Tyson: HR leader at Baird, chair of the Compensation Committee.
Anne Olson (CEO & President): The company's chief executive.
Jay L. Rosenberg: Former portfolio manager for real assets at Nuveen.
Mary J. Twinem: Former CFO of Buffalo Wild Wings, chair of the Audit Committee.

Governance Highlights:

The Board Chair and CEO roles are separated.
Trustees must own shares equal to 5x their annual cash retainer.
They have clawback policies to recover incentive pay if results are restated.

💰 Executive Compensation: How the Bosses Get Paid

The "Say-on-Pay" vote asks you to approve the compensation for the top executives (Named Executive Officers).

CEO Compensation: For 2025, CEO Anne Olson's total compensation was $3,745,824. This included base salary, annual bonus, and long-term equity awards.
Philosophy: Pay is designed to tie executive rewards directly to company performance and shareholder returns. A significant portion is "at-risk" and based on hitting financial and strategic goals.
Peer Group: The Compensation Committee compares Centerspace's pay and performance to a group of 14 similar REITs to ensure it's competitive and fair.

👉 Why it matters: This vote is your chance to signal if you think the executives are being paid appropriately for the company's performance.

💸 Trustee Compensation: Paying the Board

Non-management trustees are paid for their service. For 2025, their compensation included:

Annual Cash Retainer: $50,000
Annual Equity Award: RSUs valued at $85,000
Additional Retainers for committee chairs and members.

Here’s the full 2025 compensation for the Chair of the Board, John A. Schissel:

Cash Earned: $100,000
Share Awards (Value): $139,359
Total: $239,359

⚖️ Big Picture

👍 Strengths:

Clear focus on aligning executive pay with long-term shareholder value.
Strong, independent board with deep real estate, finance, and governance expertise.
Formal policies on share ownership, clawbacks, and related-party transactions.

⚠️ Risks & Considerations:

The "Say-on-Pay" proposal is advisory, so a "FOR" vote doesn't guarantee future changes if shareholders are unhappy.
The departing trustee (Emily Nagle Green) chaired the key Nominating and Governance Committee. Her replacement will be important.
Like all REITs, the company is sensitive to interest rate changes and the health of the housing market, which ultimately impacts financial results and executive pay goals.

🧠 The Analogy

Think of this proxy statement like the owner's manual and agenda for a big family-owned building. The "family" (shareholders) is too spread out to meet in person, so they're sent this package to understand how the building (Centerspace) was run last year, who wants to be the foremen (trustees) for the next year, and how much the building manager (CEO) and key staff should be paid. Your vote is your say in approving the plan.

📇 Key Contacts & People

For questions about the meeting or proxies, contact the company secretary:

Address: Centerspace, 1324 20th Avenue SW, PO Box 1988, Minot, ND 58702-1988
Phone: (701) 837-4738
Fax: (701) 838-7785
Website for Meeting: www.virtualshareholdermeeting.com/CSR2026

Key Executive:

Anne Olson - President, Chief Executive Officer, and Secretary

Key Trustee:

John A. Schissel - Chair of the Board

🧩 Final Takeaway

Your vote at this annual meeting will decide the board's composition, endorse the company's executive pay philosophy, and ratify its auditor. The document highlights a board transition and emphasizes linking pay to performance, aiming to assure you that those running the company have their interests aligned with yours as a shareholder.

CENTERSPACE — DEF 14A Filing