DEF 14A of Centerspace, Apr 9, 2024

DEF 14A of Centerspace

Filed Apr 9, 2024 · FY20230000798359-24-000032

Open on EDGAR

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

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

  2. Nominees

    Nominees The following table sets forth, as of March 25, 2024, the names of and biographical information regarding each of the nominees, including their age, principal occupation, the year they each first became a trustee, their current Board committee memberships and the experience, qualifications, attributes and skills that have led the Board to conclude that they should serve as a trustee of the Company.

  3. Nominees

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

  4. Nominees

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

  5. Nominees

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

  6. Nominees

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

  7. Nominees

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

  8. Nominees

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

  9. Nominees

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

  10. Trustee Compensation Table for 2023

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

  11. Role of the Compensation Committee and Compensation Consultant in Setting Executive Compensation

    Role of the Compensation Committee and Compensation Consultant in Setting Executive Compensation The Compensation Committee meets in executive session without management present to discuss various compensation matters, including the compensation of the Chief Executive Officer. In addition, the Compensation Committee annually reviews all elements of executive compensation and benefit programs for reasonableness and cost-effectiveness. The Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as an independent consultant to advise the Compensation Committee on executive compensation matters during 2023. Meridian performed no other services for the Company during 2023. Meridian also advised us on executive compensation matters in prior years. In May 2023, Meridian assisted the Compensation Committee in the development of an appropriate peer group and conducted an analysis and peer comparison of total compensation for each named executive officer. Meridian was engaged directly by the Compensation Committee, although it periodically interacted with management to gather relevant data. Since the time of its engagement, the Compensation Committee has annually assessed Meridian’s independence in accordance with the listing standards of the NYSE. Based on information from Meridian and the confirmation of each of the trustees and executive officers that no business or personal relationships with Meridian exist, the Compensation Committee concluded that Meridian was independent from the Company and that Meridian’s work did not raise any conflicts of interest.

  12. Role of Management and Compensation Consultant in Executive Compensation Decisions

    Role of Management and Compensation Consultant in Executive Compensation Decisions During 2023, management was involved in the following executive compensation processes: •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, salary increases, and long term incentive plans for members of management, including the named executive officers (other than for the Chief Executive Officer).

  13. Executive Compensation Peer Group

    Executive Compensation Peer Group In 2021, the Compensation Committee, with the assistance of Meridian, determined the below peer group (“Peer Group”) which was used as a benchmark for 2023 executive compensation:

  14. Executive Compensation Peer Group

    | •American Assets Trust Inc. | •Apartment and Investment Management Co. (AIMCO) | •Apartment Income REIT Corp. | | •Armada Hoffler Properties, Inc. | •Bluerock Residential Growth REIT, Inc.* | •BRT Apartments Corp. | | •Clipper Realty, Inc. | •EastGroup Properties, Inc. | •Elme Communities | | •Independence Realty Trust, Inc. | •Kennedy-Wilson Holdings, Inc. | •Mid-America Apartment Communities, Inc. | | •NexPoint Residential Trust, Inc. | •PS Business Parks, Inc.* | •UMH Properties, Inc. |

  15. Executive Compensation Peer Group

    *Bluerock Residential Growth REIT, Inc. and PS Business Parks, Inc. were acquired by affiliates of Blackstone Real Estate in 2022. In 2023, the Compensation Committee, with the assistance of Meridian, amended the peer group for benchmarking against public REITs based on similar asset focus, size in terms of assets and revenue, and geographic location as the Company. Based on these criteria, the Compensation Committee approved the following peer group which will be used to determine 2024 executive compensation:

  16. Executive Compensation Peer Group

    | •American Assets Trust Inc. | •Apartment and Investment Management Co. (AIMCO) | •Apartment Income REIT Corp. | | •Armada Hoffler Properties, Inc. | •BRT Apartments Corp. | •Clipper Realty, Inc. | | •EastGroup Properties, Inc. | •Elme Communities | •Four Corners Property Trust, Inc. | | •Independence Realty Trust, Inc. | •NexPoint Residential Trust, Inc. | •UMH Properties, Inc. | | •Urstadt Biddle Properties Inc.* | •Veris Residential, Inc. | •Whitestone REIT |

  17. Executive Compensation Peer Group

    *Urstadt Biddle Properties, Inc. was removed from Peer Group in August 2023 due to its merger into Regency Centers Corp.

  18. Short-Term Incentive Awards (STIP)

    Short-Term Incentive Awards (STIP) The objective of the STIP is to incentivize our named executive officers to achieve performance goals relating to key financial and operational measures and individual strategic measures, each of which help to drive business results and shareholder value. Under the STIP, our named executive officers are provided the opportunity to earn cash awards, based on the degree of attaining specified performance goals over a one-year performance period beginning on the first day of the fiscal year. The executive officers must be employed by us on the last day of the performance period, December 31, 2023, to receive any earned cash award. Target 2023 STIP Opportunity The Compensation Committee set each named executive officer’s target 2023 STIP awards (expressed as a percentage of the named executive officer’s base salary) after taking into account the following factors: (i) the appropriate mix between fixed compensation and incentive compensation; (ii) market data derived from the Peer Group for comparable positions; (iii) internal equity among executive officers; (iv) individual and our performance; and (v) cost to us. The table below shows each named executive officer’s target 2023 STIP:

  19. Short-Term Incentive Awards (STIP)

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

  20. Short-Term Incentive Awards (STIP)

    Each named executive officer could earn between 50% and 150% of the named executive officer’s target 2023 STIP based on achieved performance (50% for threshold; 100% for target; 150% for maximum achievement). However, if threshold performance was not achieved with respect to a specific performance goal, no STIP award would be earned for that performance goal. 2023 STIP Performance Measures and Related Weighting The table below shows the Compensation Committee selected performance measures for the 2023 STIP and each of their relative weights:

  21. Short-Term Incentive Awards (STIP)

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

  22. Short-Term Incentive Awards (STIP)

    If achievement of an objective performance goal (i.e., Core FFO, Same-Store NOI Growth, Adjusted EBITDA Margin, and Investment Performance) 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. Core FFO, same-store NOI growth, investment performance, and adjusted EBITDA margin were calculated, and the strategic goals were determined as provided below. Core FFO, Same Store NOI Growth and Adjusted EBITDA Margin are non-GAAP measures. 2023 STIP Performance Goals The independent trustees approved each of the 2023 STIP performance goals within the first 90 days of the performance period, which began January 1, 2023, considering input from the full Board of Trustees and the Chief Executive Officer. These performance goals and related payout opportunities are described below. Core FFO FFO, as defined by Nareit, is equal to a REIT’s net income or loss calculated in accordance with GAAP, excluding depreciation and amortization related to real estate, gains or losses from sales of certain real estate assets, gains and losses from a change in control, and impairment write-downs of certain real estate assets and investments. The portion of the 2023 STIP based on Core FFO (“FFO”) was computed by calculating our FFO for 2023 and then adjusting that number to: •exclude the following items: (i) non-cash casualty loss; (ii) certain non-cash amortization costs; (iii) certain acquisition related costs; (iv) severance and other transition related costs; (v) loss on litigation settlement and associated trial costs; (vi) 2023 STIP costs above target; and (vii) other miscellaneous items. The Compensation Committee selected FFO because growth of FFO is a primary driver of shareholder value over a multi-year period and is a common measure used in the REIT industry. The table below shows the 2023 FFO goals and related payout opportunities (expressed as a percentage of target):

  23. Short-Term Incentive Awards (STIP)

    | | Performance Metric | Achievement Level (% of Target Earned) | | Threshold | $4.27 | 50% | | Target | $4.40 - $4.44 | 100% | | Maximum | $4.56 | 150% |

  24. Short-Term Incentive Awards (STIP)

    Same-Store NOI Growth Same-store NOI growth is a key financial metric for the Company that measures the Company’s ability to increase the revenue and manage expenses relative to the prior year’s performance within a pool of same-store assets. NOI refers to total real estate revenues less property operating expenses, including real estate tax expense. Same-store is a term that refers to apartment communities that are owned or in-service for substantially all of the periods being compared and, in the case of development properties, have achieved a target level of physical occupancy of 90%. Same-store NOI growth for the 2023 STIP was calculated as the increase of current year same-store NOI over prior year same-store NOI. Our same-store NOI growth goals were based on the low-end, mid-point, and high-end of our disclosed guidance. The table below shows the 2023 Same Store NOI growth goals and related payout opportunities (expressed as a percentage of target):

  25. Short-Term Incentive Awards (STIP)

    | | Performance Metric | Achievement Level (% of Target Earned) | | Threshold | 7.0% | 50% | | Target | 7.75% - 8.25% | 100% | | Maximum | 9.0% | 150% |

  26. Short-Term Incentive Awards (STIP)

    Adjusted EBITDA Margin Adjusted EBITDA margin is a key financial metric for the Company that measures the relative strength of the Company’s balance sheet and its ability to service debt and provide distributable cash to shareholders. Adjusted EBITDA refers to earnings before interest, taxes, depreciation, and amortization, which is adjusted to exclude the following items: (i) gain or loss on sale of real estate and other investments; (ii) impairment of real estate investments; (iii) gain or loss on extinguishment of debt; (iv) severance and other transition related costs, loss on litigation settlement and associated trial costs; (v) certain non-cash amortization; (vi) acquisition related costs; and (vii) other adjustments for non-routine items. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total real estate revenues. Adjusted EBITDA margin measures the ratio of revenue that remains available to service debt, pay for capital investments, and cover dividends after satisfying operating expenses, general and administrative expenses, property management expenses, and other expenses or losses required for our day to day operations. The table below shows the 2023 Adjusted EBITDA Margin goals and related payout opportunities (expressed as a percentage of target):

  27. Short-Term Incentive Awards (STIP)

    | | Performance Metric | Achievement Level (% of Target Earned) | | Threshold | 46.5% | 50% | | Target | 47.25% - 47.50% | 100% | | Maximum | 48.3% | 150% |

  28. Short-Term Incentive Awards (STIP)

    Investment Performance Investment Performance is a key financial metric for us that measures our ability to meet revenue and expense expectations for non-same store assets. Investment Performance is calculated on all non-same store communities based on actual performance to underwritten NOI with approved budget assumption differences for a comparable period. The table below shows the 2023 Investment Performance goals and related payout opportunities (expressed as a percentage of target):

  29. Short-Term Incentive Awards (STIP)

    | | Performance Metric | Achievement Level (% of Target Earned) | | Threshold | 95% | 50% | | Target | 98% - 100% | 100% | | Maximum | 102% | 150% |

  30. Short-Term Incentive Awards (STIP)

    Strategic Goals The Compensation Committee established strategic performance goals for 2023 for each of our named executive officers. In evaluating the performance against the strategic performance goals, the Compensation Committee and the independent trustees considered, among other factors, our ability to develop and implement property-level score cards measuring key indicators of results, implement a platform for internal accountability, visibility and innovation, develop a formal quarterly forecasting process, and develop board reporting specific to value add spending. Following the performance period (calendar year 2023), the Compensation Committee analyzed each NEO’s performance and determined the level of achievement against each strategic goal. Achieved 2023 STIP Performance and Payouts The table below summarizes the total 2023 STIP payout earned by the named executive officers for the year ended December 31, 2023.

  31. Short-Term Incentive Awards (STIP)

    | Name | Core FFO(1) | NOI Growth(2) | Adjusted EBITDA Margin(3) | Investment Performance(4) | Strategic Goals(5) | Total Payout | % of Target | | Anne Olson | $202,500 | $168,750 | $101,250 | $67,500 | $112,500 | $652,500 | 145% | | Bhairav Patel | $162,225 | $135,188 | $81,113 | $54,075 | $90,125 | $522,725 | 145% | | Mark O. Decker, Jr.(6) | $148,320 | $123,600 | $74,160 | $49,440 | $98,880 | $494,400 | 100% |

  32. Short-Term Incentive Awards (STIP)

    ______________________________________ (1)We generated Core FFO of $4.82 per diluted share during the year ended December 31, 2023, with a 150% payout. (2)Our same-store NOI growth was 9.0% for the year ended December 31, 2023, with a 150% payout. (3)Our adjusted EBITDA margin was 49.6% for the year ended December 31, 2023, with a 150% payout. (4)Our investment performance was 102.8% for the year ended December 31, 2023, with a 150% payout. (5)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) Ms. Olson earned a payout of 125%, and (b) Mr. Patel earned a payout of 125%. (6)As part of his separation agreement, Mr. Decker received a payout of 100% of STIP target.

  33. Long-Term Incentive Awards (LTIP)

    Long-Term Incentive Awards (LTIP) The objective of the long-term incentive plan is to align the interests of our named executive officers’ with those of our shareholders by linking long-term pay to key performance metrics and share price. In addition, the long-term incentive plan helps to promote retention of our named executive officers through multi-year vesting requirements. 2023 Target LTIP Value and Equity Mix In December 2022, upon the recommendation of the Compensation Committee, the independent trustees approved the following 2023 Target LTIP Value and equity mix for each NEO:

  34. Long-Term Incentive Awards (LTIP)

    | Name | 2023 Target LTIP Value ($) | Stock Options (#) | Time-Based RSUs (#) | Performance Based RSUs (#) | | Anne Olson | 626,240 | 11,294 | 3,022 | 5,037 | | Bhairav Patel | 360,500 | 6,664 | 1,783 | 2,972 |

  35. Long-Term Incentive Awards (LTIP)

    The Compensation Committee considered the following factors in establishing 2023 LTIP target value for each executive officer: (i) the appropriate mix between fixed compensation and incentive compensation; (ii) market data derived from the Peer Group for comparable positions; (iii) internal equity among executive officers; (iv) individual and our performance; and (v) cost to us. 2023 Stock Options Stock options comprised 20% of each named executive officer’s 2023 Target LTIP Value. The exercise price of each stock option is $58.67, which equals the grant date closing share price of our common shares. The options vest in equal installments ratably over four years, subject to the named executive officer remaining in the continuous employ of the Company or an affiliate through each of the applicable vesting dates. Stock options are exercisable for three months after an officer terminates employment with the Company and all affiliates, unless such termination is due to the officer’s death or disability, in which case options are exercisable for twelve months after the officer’s death or disability. However, the 2023 stock options may not be exercised after the options’ expiration date of January 1, 2033. The named executive officers will realize no compensation under their stock option grants unless at the time of exercise our share price has increased over the share price at time of grant. Therefore, the time-based stock options help to align executive pay with company share performance and to align the interests of our named executive officers with those of our shareholders. 2023 Time-Based RSUs Time-based RSUs comprised 30% of each named executive officer’s 2023 Target LTIP Value. The RSUs vest in equal installments on January 1, 2023, January 1, 2024, and January 1, 2025, subject to the named executive officer remaining in the continuous employ of the Company or an affiliate through each of the applicable vesting dates. If a named executive officer’s employment is terminated due to death or disability before the last vesting date, then any RSUs that remain unvested will vest in full as of the date of such termination. Upon vesting, each then vested RSU is settled and distributed for one of our common shares. 2023 Performance-Based RSUs Performance-based RSUs comprised 50% of each named executive officer’s 2023 Target LTIP Value. The Performance-based RSUs are earned based on our TSR relative to the TSR of each of the constituent members of the FTSE Nareit Equity Index measured over the three-year performance period ending December 31, 2025, as provided in the table below:

  36. Long-Term Incentive Awards (LTIP)

    | | Company’s TSR Percentile Rank at the end of Performance Period | Number of Performance-Based RSUs Earned | | Below Threshold | Below 25th percentile | None | | Threshold | 25th percentile | 25% of Performance-Based Target Shares | | Target | 50th percentile | 100% of Performance-Based Target Shares | | Maximum | 75th percentile | 200% of Performance-Based Target Shares |

  37. Long-Term Incentive Awards (LTIP)

    If achievement falls between two performance levels, then linear interpolation will be used to determine the number of earned shares. If the named executive officer remains in the continuous employ of the Company or an affiliate from the date of grant until the last day of the measurement period, then the earned performance-based RSUs will fully vest at the end of the measurement period and will be paid in a like number of our common shares in the first quarter of 2026. By including nearly all U.S. REITs, we believe that the FTSE Nareit Equity Index provides an appropriate index against which to measure our share performance. Our TSR is the compounded annual growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)) in the value of a common share during the measurement period reflecting the appreciation/depreciation in the price per common share and dividends paid on a common share during the measurement period, including the reinvestment of dividends. Our TSR for each 12-month period in the measurement period will be calculated as follows: 1.the closing price of the common share on the last day of such measurement period (but using the average closing price for the 20 trading days ending on the last day of the measurement period for the last such period) plus dividends paid during such period divided by 2.the closing price of the common share on the first day of such 12-month period (but using the average closing price for the 20 trading days ending before the first day of the measurement period for the first 12-month period).

  38. Employment Agreements

    Employment Agreements Effective as of March 31, 2023, the Company entered into an employment agreement with Ms. Anne Olson to serve as President and Chief Executive Officer. Under this agreement, Ms. Olson receives an annual base compensation of $450,000 plus bonus and customary benefits, including health insurance, participation in our 401(k) Plan, stock options, expense allowance and vacation. The employment agreement is terminable by either party at any time subject to certain notice requirements. The employment agreement provides for aggregate severance payments in case of termination of employment by us without cause (which shall include cases of Ms. Olson’s Disability or death as may be applicable), or by Ms. Olson for Good Reason, and such termination is not related to a change in control. Such severance payments shall include: •a lump-sum total gross amount of two times Ms. Olson’s then current Base Salary, plus two times her current target annual bonus under STIP for the year Executive’s employment terminates; •a gross payment equal to the premium cost of 18 months of Ms. Olson’s monthly premium for the cost of benefit continuation for health benefits (i.e., medical, dental, and vision); •up to $10,000 in outplacement assistance, to be supplied to Ms. Olson by a professional and commercially recognized outplacement assistance provider selected by Ms. Olson, with costs being directly billed to us; •Ms. Olson’s unvested time-based equity awards and performance-based equity awards will vest according to the Amended and Restated 2015 Incentive Plan, as amended from time to time; •Options to purchase our common shares granted to Ms. Olson under the Plan will become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date Ms. Olson’s employment terminates and will remain exercisable until the expiration date of the option (three months from the termination date).

  39. Company Policies

    Company Policies Clawback Policy Effective October 2, 2023, the Compensation Committee adopted a mandatory compensation recovery policy that is applicable to our current and former officers, as defined under Rule 16a-1(f) of the Exchange Act, which complies with Section 10D of the Exchange Act and Nasdaq listing standards (the “Mandatory Recovery Policy”). The Mandatory Recovery Policy requires us to recover from current and former executive officers certain incentive-based compensation that is erroneously paid in connection with accounting restatements (subject to certain narrow exceptions) for which payment or vesting is or was predicated upon the achievement of specified financial results that are impacted by the financial restatement. The amount of compensation that may be impacted by this policy is the difference between the amount paid or granted, and the amount that should have been paid or granted, if calculated on the updated financial statements. Our right to recover erroneously paid incentive-based compensation is not predicated on whether a covered officer engaged in misconduct or was otherwise directly or indirectly responsible, in whole or in part, for the accounting restatement. This policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition to the Mandatory Recovery Policy, we continue to maintain our existing Executive Incentive Compensation Recoupment Policy (“Recoupment Policy”). This policy applies to our named executive officers, senior vice presidents and vice presidents. In the event we restate our financial statements due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, an employee covered by the Recoupment Policy may, at the discretion of the Board, be required to reimburse or forfeit any incentive compensation received if such employee engaged in fraud, intentional misconduct, or illegal behavior that caused or contributed to such restatement. The amount to be reimbursed or forfeited will be equal to the excess of (i) the amount of the incentive compensation paid or awarded to such employee over (ii) the amount of incentive compensation that would have been paid to the employee based on restated results, as determined by the Board in its sole discretion. The Board will also determine the method for recouping such excess amounts, which may include: (1) requiring reimbursement of cash incentive compensation previously paid to the person; (2) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (3) offsetting the recouped amount from any compensation otherwise owed by the Company to the person; (4) canceling outstanding vested or unvested equity awards made to the person; and/or (5) taking any other remedial and recovery action permitted by law. We will not indemnify any covered executive from the reimbursement or forfeiture of incentive compensation sought or obtained pursuant to the Recoupment Policy. The Board has the sole discretion to decide whether it is appropriate to recoup the pre- or post-tax incentive compensation amount based on the person’s circumstances. Change in Control Severance Agreements The Company has entered into “double-trigger” Change in Control Severance Agreements with Ms. Olson and Mr. Patel. The Company believes it is important to provide such officers assurances regarding the benefits that will be payable if a change in control occurs (first trigger) and their employment with the Company and its affiliates is terminated without cause by the Company or terminated by the officer for good reason, as such terms are defined in the agreements (second trigger). Additional information regarding the terms of these Severance Agreements is described below under “Executive Compensation — Potential Payments Upon Termination or Change in Control.” We previously entered into a Change in Control Severance Agreement with Mark Decker, Jr., our former President and Chief Executive Officer. As previously disclosed, in connection with his separation from the Company, we entered into a Separation Agreement with Mr. Decker, which superseded and replaced his rights under the Change in Control Severance Agreement. Share Ownership and Retention Our named executive officers are subject to our Policy Regarding Share Ownership and Retention. This policy requires that, within five years of the officer’s hire date or promotion to a covered position, the officer owns common shares equal to the following:

  40. Company Policies

    The value of the shares owned by a participant is calculated as the number of shares owned multiplied by the greater of (i) the closing per-share price on the most recent trading date prior to the date of the determination, or (ii) the average closing per-share price during the one-year trading period ending on the most recent trading date prior to the date of the determination. Additionally, each named executive officer is required to retain an amount equal to 60% of the Net Shares received as a result of any equity awards we grant to the executive officer until the earlier of the time that (a) the applicable Ownership Guideline is reached, (b) the executive officer is no longer employed by us, or (c) the executive officer otherwise ceases to be an executive officer. “Net Shares” are those vested shares that remain after shares are sold or withheld, as the case may be, to pay any applicable exercise price for the award and to satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award. Hedging and Pledging of Company Securities We have adopted a Policy Regarding Hedging and Pledging of Securities. Under this policy, our named executive officers are prohibited from: (1) directly or indirectly engaging in hedging or monetization transactions, through transactions in our securities or through the use of financial instruments designed for such purpose; and/or (2) pledging our securities as collateral for a loan, including without limitation through the use of traditional margin accounts with a broker.

  41. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid to or earned by the named executive officers for the years ended December 31, 2023, 2022 and 2021. For a narrative discussion of the compensation determinations that were made for 2023, please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | LTIP Share Awards (1) ($) | Stock Option Awards (1) ($) | STIP Incentive Cash Compensation (2) ($) | All Other Compensation (3)(4)(5) ($) | Total ($) | | Anne Olson(7) | 2023 | 432,256 | 883,224 | 125,207 | 652,500 | 116,500 | 2,209,687 | | President, Chief Executive Officer | 2022 | 380,000 | 566,318 | 128,629 | 235,467 | 15,250 | 1,325,664 | | and Secretary | 2021 | 360,000 | 537,119 | 81,390 | 474,012 | 14,500 | 1,467,021 | | Bhairav Patel(8)(9) | 2023 | 360,500 | 494,921 | 73,878 | 522,725 | 155,312 | 1,607,336 | | Executive Vice President and Chief | 2022 | 350,000 | 479,354 | 74,050 | 240,975 | 47,724 | 1,192,103 | | Financial Officer | | | | | | | | | Mark O. Decker, Jr.(6) | 2023 | 130,338 | 1,051,956 | 222,400 | — | 2,157,060 | 3,561,754 | | Former President, Chief Executive | 2022 | 480,000 | 1,005,833 | 228,473 | 282,480 | 15,250 | 2,012,036 | | Officer and Chief Investment Officer | 2021 | 470,000 | 986,235 | 149,425 | 687,610 | 14,500 | 2,307,770 |

  43. Summary Compensation Table

    ______________________________________ (1)The amounts included in this column represent the full grant date fair value, computed in accordance with ASC Topic 718, of restricted stock units or stock options awarded under the 2023 LTIP awards. The time-based RSUs were granted on January 1, 2023, except as noted in footnotes 7 and 9. Each applicable officer received three 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"); (ii) performance-based RSUs which vest based on achieving certain performance goals at the end of the performance period, or December 31, 2025, provided that the recipient is still employed with the Company ("performance-based LTIP award"); and (iii) 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 - 2023 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 year pursuant to our STIP, based on the period performance. The awards were paid following the end of applicable year. See the “Short-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information. (3)Consists of Company 401(k) contributions. (4)Consists of $38,812 in commuting expenses for Mr. Patel’s travel to Minnesota. (5)Includes severance pay to Mark Decker and cash retention bonuses to Anne Olson and Bhairav Patel. (6)On March 23, 2023, Mark O. Decker, Jr. resigned as President and CEO and Anne Olson was appointed as President, CEO and Executive Trustee of the Company effective March 31, 2023. (7)On March 31, 2023, Ms. Olson received a one-time, time-based LTIP award. The amount of this award reflects the full grant date fair value, computed in accordance with ASC Topic 718. The award vests in full on the third anniversary of the grant date. (8)Effective January 10, 2022, Mr. Patel was appointed CFO. (9)On March 31, 2023, Mr. Patel received a one-time, time-based LTIP award. The amount of this award reflects the full grant date fair value, computed in accordance with ASC Topic 718. One-third of the awarded shares vest on the second anniversary of the grant date, and the remaining two-thirds vest on the third anniversary of the grant date. The charts set forth below show the percentages of compensation paid to the named executive officers in 2023 for base salary, LTIP share and stock option awards, STIP cash compensation, and all other compensation.

  44. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding share awards and incentive cash compensation granted to the named executive officers for performance during 2023 under our Amended and Restated 2015 Incentive Plan.

  45. Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | 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)(4) | No. of Options(5) | Exercise or Base Price of Option Award ($/Share) | Grant Date Fair Value ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Anne Olson | STIP | — | 225,000 | 450,000 | 675,000 | — | — | — | — | — | — | — | | | Time-Based RSUs | 1/1/2023 | — | — | — | — | — | — | 3,022 | — | — | 175,941 | | | Time-Based RSUs | 3/31/2023 | — | — | — | — | — | — | 5,492 | — | — | 291,076 | | | Stock Options | 1/1/2023 | — | — | — | — | — | — | — | 11,294 | 58.67 | 125,207 | | | Performance-based RSUs | 1/1/2023 | — | — | — | 1,259 | 5,037 | 10,074 | — | — | — | 416,207 | | Bhairav Patel | STIP | — | 180,250 | 360,500 | 540,750 | — | — | — | — | — | — | — | | | Time-Based RSUs | 1/1/2023 | — | — | — | — | — | — | 1,783 | — | — | 103,806 | | | Time-Based RSUs | 3/31/2023 | — | — | — | — | — | — | 2,746 | — | — | 145,538 | | | Stock Options | 1/1/2023 | — | — | — | — | — | — | — | 6,664 | 58.67 | 73,878 | | | Performance-based RSUs | 1/1/2023 | — | — | — | 743 | 2,972 | 5,944 | — | — | — | 245,576 | | Mark O. Decker, Jr. | STIP | — | 247,200 | 494,400 | 741,600 | — | — | — | — | — | — | — | | | Time-Based RSUs | 1/1/2023 | — | — | — | — | — | — | 5,369 | — | — | 312,583 | | | Stock Options | 1/1/2023 | — | — | — | — | — | — | — | 20,061 | 58.67 | 222,400 | | | Performance-based RSUs | 1/1/2023 | — | — | — | 2,237 | 8,948 | 17,896 | — | — | — | 739,373 |

  46. Grants of Plan-Based Awards

    ______________________________________ (1)STIP awards for 2023 Performance: Includes the potential range of 2023 STIP cash awards as described in the Compensation Discussion and Analysis section of this Proxy Statement. The actual amount earned for 2023 performance is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. (2)Performance-based LTIP awards were granted on January 1, 2023, which vest based on achieving certain performance goals at the end of the performance period, or December 31, 2025, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information. (3)Time-based LTIP awards granted on January 1, 2023, which vest ratably on each January 1, 2024, 2025, and 2026, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information. (4)Time-based LTIP awards granted on March 31, 2023. Awards granted to Anne Olson vest on March 31, 2026, provided that the recipient is still employed with the Company. Awards granted to Bhairav Patel vest as to one-third on March 31, 2025 and the remaining two-thirds on March 31, 2026. See the “Long-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information. (5)Stock option LTIP awards granted on January 1, 2023, which vest ratably on each of January 1, 2024, 2025, 2026, and 2027, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information. (6)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.

  47. Outstanding Equity Awards on December 31, 2023

    Outstanding Equity Awards on December 31, 2023 The following table presents information regarding share awards granted to each of the named executive officers under the Amended and Restated 2015 Incentive Plan which were outstanding on December 31, 2023 but had not yet been earned or vested. See “Grants of Plan-Based Awards Table” for more information.

  48. Outstanding Equity Awards on December 31, 2023

    | | | Option awards | | | | Stock Awards | | | | | 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 | 1/1/2023 | — | 11,294 | 58.67 | 1/1/2033 | — | — | — | — | | | 1/1/2022 | 1,881 | 5,644 | 110.90 | 1/1/2032 | — | — | — | — | | | 1/1/2021 | 5,512 | 5,512 | 70.64 | 1/1/2031 | — | — | — | — | | | 5/21/2020 | 24,161 | 8,054 | 66.36 | 5/21/2030 | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 5,037 | 293,153 | | | 1/1/2023 | — | — | — | — | — | — | 3,363 | 195,727 | | | 3/31/2023 | — | — | — | — | 5,492 | 319,634 | — | — | | | 1/1/2023 | — | — | — | — | 3,022 | 175,880 | — | — | | | 1/1/2022 | — | — | — | — | 748 | 43,534 | — | — | | | 1/1/2021 | — | — | — | — | 540 | 31,428 | — | — | | Bhairav Patel | 1/1/2023 | — | 6,664 | 58.67 | 1/1/2033 | — | — | — | — | | | 1/1/2022 | 1,083 | 3,249 | 110.90 | 1/1/2032 | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 2,972 | 172,970 | | | 1/1/2022 | — | — | — | — | — | — | 1,936 | 112,675 | | | 3/31/2023 | — | — | — | — | 2,746 | 159,817 | — | — | | | 1/1/2023 | — | — | — | — | 1,783 | 103,771 | — | — | | | 1/1/2022 | — | — | — | — | 430 | 25,026 | — | — | | | 1/1/2022 | — | — | — | — | 922 | 53,660 | — | — |

  49. Outstanding Equity Awards on December 31, 2023

    ______________________________________ (1)Stock option award which vests ratably over four years after the grant date. (2)Based on the closing market price per common share on December 31, 2023, which was $58.20. (3)Time-based LTIP award which vests ratably over three years after the grant date, except time-based LTIP awards granted on March 31, 2023 which have separate vesting terms. (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.

  50. Option Exercises and Shares Vested

    Option Exercises and Shares Vested The following table presents information regarding share awards and RSUs granted to each of the named executive officers under the Amended and Restated 2015 Incentive Plan which vested during 2023. All shares were or became fully vested and unrestricted on December 31, 2023. In addition, the following table presents options granted to each of our named executive officers under the Amended and Restated 2015 Incentive Plan which vested during 2023.

  51. Option Exercises and Shares Vested

    | Name | Grant Date | Vest Date | Option Awards | | Share Awards | | | | | | Number of Option Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Anne Olson | 3/13/2020 | 3/13/2023 | | | 662(2) | 38,436 | | | 1/1/2021 | 1/1/2023 | | | 540(3) | 31,682 | | | 1/1/2022 | 1/1/2023 | | | 373(4) | 21,884 | | | Total | | | | 1,575 | 92,002 | | Bhairav Patel | 1/1/2022 | 1/1/2023 | | | 215(4) | 12,614 | | | 1/1/2022 | 1/1/2023 | | | 461(4) | 27,047 | | | Total | | | | 676 | 39,661 | | Mark O. Decker Jr. | 1/1/2023 | 6/29/2023 | 20,061(5) | 47,745 | | | | | 3/13/2020 | 3/13/2023 | | | 1,383(2) | 80,297 | | | 1/1/2021 | 1/1/2023 | | | 991(3) | 58,142 | | | 1/1/2021 | 3/31/2023 | | | 991(6) | 54,138 | | | 1/1/2022 | 1/1/2023 | | | 663(4) | 38,898 | | | 1/1/2022 | 3/31/2023 | | | 1,328(6) | 72,549 | | | 1/1/2023 | 3/31/2023 | | | 5,369(6) | 293,308 | | | Total | | 20,061 | 47,745 | 10,725 | 597,332 |

  52. Option Exercises and Shares Vested

    ______________________________________ (1)Value realized equals the closing price of our common shares on the vesting date multiplied the number of shares vested. (2)These shares consist of one-third of the time-based LTIP awards granted on March 13, 2020. (3)These shares consist of one-third of the time-based LTIP awards granted on January 1, 2021. (4)These shares consist of one-third of the time-based LTIP awards granted on January 1, 2022. (5)Vesting of these options was accelerated upon separation on March 31, 2023. (6)These shares consist of all previously unvested time-based LTIP awards which vested upon separation on March 31, 2023.

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control On March 9, 2023, we adopted a new form of Change in Control Severance Agreements (“Change in Control Agreements”), which replaced the prior form of change in control agreement, and each of Ms. Olson and Mr. Patel have entered into a Change in Control Agreement with us. Under each Change in Control Agreement, an officer will receive severance payments and benefits if a change in control occurs and his or her employment with the Company and its affiliates is terminated “without cause” by us or terminated by the officer for “good reason,” as such terms are defined in the agreements. Such payments and receipt of benefits are also contingent on the officer: (1) signing a release and waiver of all claims against us; and (2) complying with certain covenants during employment and after termination, including a non-compete provision for six months; non-recruitment, or non-solicitation, provision; and confidentiality agreement. Under the agreements, severance benefits include: •a lump-sum severance payment equal to 3x for CEO and 2x 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 immediately as though the target performance was achieved as of the change in control date. Executive officers are also entitled to a lump sum payment in the amount that the executive officer and his or her “qualified beneficiaries” (as defined in Code Section 4980B) would pay for continued medical, dental and vision coverage under the our health plans and reimbursement of certain health insurance coverage for up to 18 months and benefits under our other plans and programs per the terms of such plans and programs. Executive officers would not receive any payment in the event of a termination without good reason by the officer or a termination for cause by the Company. Under the Change in Control Severance Agreements, a “change in control” includes: •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 our trustees that represent 35% or more of the combined voting power of our then-outstanding voting securities; •individuals who, as of the effective date of the Plan, constitute the Board cease for any reason to constitute at least a majority of the Board; •our consummation of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of our assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction: which results in our 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 our shareholders of a liquidation or dissolution of the Company. The full definition of “change in control” is contained in the Amended and Restated 2015 Incentive Plan of the Company. Under the Change in Control Severance Agreements, “Cause” means (i) the Executive’s willful conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the Executive’s breach of certain covenants; (iii) the Executive’s breach of the Executive’s fiduciary duties to the Company or an Affiliate; (iv) the Executive’s conviction of any crime (or entering a plea of guilty or nolo contendre to any crime) constituting a felony; or (v) the Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities. A termination of the Executive will not be for “Cause” unless the decision to terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board). Under the Change in Control Severance Agreements, “Good Reason” means, without the express written consent of the Executive, (i) a change in the Executive’s position with the Company or an affiliate which results in a material diminution of the Executive’s authority, duties or responsibilities; (ii) a material reduction by the Company or an affiliate in the annual rate of the Executive’s base salary; (iii) a change in the location of the Executive’s principal office to a different place that is more than fifty miles from the Executive’s principal office immediately prior to such change; or (iv) our material breach of this Agreement. A reduction in the Executive’s rate of annual base pay is material if the rate of annual base salary on any date is less than ninety percent (90%) of the Executive’s highest rate of annual base pay as in effect on any date in the preceding thirty-six (36) months; provided, however, that a reduction in the Executive’s rate of annual base pay will be disregarded to the extent that the reduction is applied similarly to our other officers. Notwithstanding the two preceding sentences, a change in the Executive’s duties or responsibilities or a reduction in the annual rate of the Executive’s base salary in connection with the Executive’s termination of employment (for Cause, disability or retirement), will not constitute Good Reason. A resignation by the Executive will not be with “Good Reason” unless the Executive gives the Company written notice specifying the event or condition that the Executive asserts constitutes Good Reason, the notice is given no more than ninety days after the occurrence of the event or initial existence of the condition that the Executive asserts constitutes Good Reason, and the Company has failed to remedy or cure the event or condition during the thirty-day period after such written notice is given to the Company. Amended and Restated 2015 Incentive Plan Under the Amended and Restated 2015 Incentive Plan, in the event a change in control occurs (as defined under the 2015 Incentive Plan), the administrator may, at its discretion, require outstanding share and option awards, share unit awards, and incentive awards be assumed by the surviving entity or replaced by a comparable substitute award of substantially equal value issued by the surviving entity. If awards are not assumed or replaced with substitute awards, the administrator may provide that: (1) share or option awards become vested in full; (2) share unit awards become earned in full and paid in vested common shares; and (3) incentive awards become earned, in whole or in part, in accordance with the terms of the award. In addition, the administrator may provide that share unit awards and incentive awards be canceled and exchanged for payment in cash, common shares, or other securities received by our shareholders in the change in control transaction equal to the price per share received by shareholders for each common share in the change in control transaction.

  54. Potential Payments Upon Termination or Change in Control

    The following table provides information about the estimated maximum amounts payable to those named executive officers who were serving in their positions at the Company as of December 31, 2023 under various scenarios, assuming a change in control and/or termination had occurred on December 31, 2023. The table below does not include payments or benefits that are not conditioned on termination or change in control, including accrued but unpaid vacation or other compensation, the cash amounts under outstanding STIP awards or number of vested shares under outstanding LTIP awards that otherwise would be payable to the named executive officer as of December 31, 2023. We previously entered into a Change in Control Severance Agreement with Mark Decker, Jr., our former President and Chief Executive Officer. As previously disclosed, in connection with his separation from the Company, we entered into a Separation Agreement with Mr. Decker, which superseded and replaced his rights under the Change in Control Severance Agreement.

  55. Potential Payments Upon Termination or Change in Control

    | Name and Termination Scenario | Cash Payment ($)(1) | Acceleration of Vesting of Long-Term Equity Incentive Awards ($)(2) | Total | | Anne Olson – President, Chief Executive Officer and Secretary | | | | | By Company For Cause(3) | — | — | — | | By Company Without Cause | — | 570,476 | 570,476 | | Upon Death or Disability | — | 1,059,356 | 1,059,356 | | Upon Change in Control(4) | — | 570,476 | 570,476 | | Upon Change in Control and Termination(5)(6) | 1,835,894 | 1,059,356 | 2,895,250 | | Bhairav Patel – Executive Vice President and Chief Financial Officer | | | | | By Company For Cause(3) | — | — | — | | By Company Without Cause | — | 342,274 | 342,274 | | Upon Death or Disability | — | 627,920 | 627,920 | | Upon Change in Control(4) | — | 342,274 | 342,274 | | Upon Change in Control and Termination(5)(6) | 1,121,965 | 627,920 | 1,749,885 | | Mark O. Decker, Jr. – Former President, Chief Executive Officer, and Chief Investment Officer | | | | | Separation Agreement(7) | 2,140,560 | 467,741 | 2,608,301 |

  56. Potential Payments Upon Termination or Change in Control

    ______________________________________ (1)This column assumes that there was neither accrued but unpaid base compensation nor vacation time earned but unpaid as of December 31, 2023. (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 on December 31, 2023. 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 $58.20, the closing market price per common share at the close of business on December 31, 2023. (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, 2023. (6)Includes the reimbursement of health care benefits, estimated to be $35,894 for Ms. Olson and $40,465 for Mr. Patel, assuming the reimbursement is for the full 18-month period and based on monthly premiums in place as of December 31, 2023. (7)Reflects amounts paid in connection with Mr. Decker’s separation agreement effective March 31, 2023.

  57. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total compensation of its median employee for 2023 to the total compensation of Anne Olson, our President and Chief Executive Officer (the “CEO”), for 2023. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements in Item 402(u) of Regulation S-K. For the year ended December 31, 2023: •the total compensation of the employee who represents our median compensated employee (other than the CEO) was $59,590; and •the total compensation of the CEO, as reported in the Summary Compensation Table above, was $2,209,687. Based on this information, for 2023, the annual total compensation of our CEO was approximately 37 times the median total compensation of all of our employees (other than the CEO) for the year ended December 31, 2023. Employee Population We used our employee list as of December 31, 2023, as the determination date for identifying its median employee. As of such date, the employee population of 412 individuals, including full-time, part-time, seasonal and temporary employees. For purposes of the pay ratio calculation, our employee population consists of all full-time and part-time permanent employees at all locations, including all temporary employees employed as of the determination date. Determining the Median Employee To identify the median employee from the employee population, we used actual wages and benefits paid (as reported on Form W-2), according to its U.S. and local payroll records, in the year ended December 31, 2023. In identifying the median employee, we annualized the compensation of all full-time and part-time permanent employees who were new hires in the year ended December 31, 2023, and did not make any cost-of-living adjustments. Total Compensation of the Median Employee for 2023 With respect to the total compensation of the median employee for the year ended December 31, 2023, we calculated such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Total Compensation of the CEO for 2023 With respect to the total compensation of the CEO for the year ended December 31, 2023, we used the amount reported in the “Total” column of the Summary Compensation Table for 2023 included in this Proxy Statement. Any adjustments, estimates and assumptions used to calculate her total compensation are described in the footnotes to the Summary Compensation Table.

  58. Pay Versus Performance

    Pay Versus Performance The following table shows: (a) the total compensation for our NEOs for the past four years as set forth in the Summary Compensation Table; (b) the “compensation actually paid” to our principal executive officer, who is our CEO, and, on an average basis, our other NEOs (as compensation actually paid is determined under SEC rules and described in further detail in footnote 2 in the Pay Versus Performance Table below); (c) our total shareholder return (“TSR”); (d) the TSR of the FTSE Nareit Equity Apartments Index, our selected peer group for this purpose, over the same period; our net loss; and Core FFO (a non-GAAP measure), our financial performance measure for compensatory purposes. As described in the footnotes below, Mr. Decker was our Chief Executive Officer during 2020, 2021, 2022 and a portion of 2023 (from January 1, 2023 to March 31, 2023). Our other NEOs included: (a) Ms. Olson, who was the Chief Operating Officer and General Counsel during 2020, 2021, 2022 and a portion of 2023 (from January 1, 2023 to March 30, 2023) and who was appointed as Chief Executive Officer effective March 31, 2023; (b) Mr. Kirchmann, who was the Chief Financial Officer during 2020, 2021 and a portion of 2022 (from January 1, 2022 to January 10, 2022); and (c) Mr. Patel, who was the Chief Financial Officer during a portion of 2022 (from January 10, 2022 to December 31, 2022) and 2023. Due to the transition of the Chief Financial Officer position during 2022, the information for other NEOs in the tables below includes all compensation paid to both Mr. Kirchmann and Mr. Patel during 2022.

  59. Pay Versus Performance Table

    Pay Versus Performance Table

  60. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Anne Olson(1) ($) | Compensation Actually Paid to Anne Olson(2) ($) | Summary Compensation Table Total for Mark Decker(3) ($) | Compensation Actually Paid to Mark Decker(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) $ in thousands | Core FFO per Diluted Share ($) | | | | | | | | | Total Shareholder Return(5) | Peer Group Shareholder Return(5) | | | | 2023 | 2,209,687 | 2,070,326 | 3,561,754 | 2,515,662 | 1,607,336 | 1,560,425 | 92 | 97 | 34,897 | 4.78 | | 2022 | | | 2,012,036 | (1,803,086) | 921,797 | 108,718 | 94 | 102 | (20,537) | 4.43 | | 2021 | | | 2,307,770 | 5,287,904 | 1,244,209 | 2,521,725 | 159 | 149 | (6,457) | 3.99 | | 2020 | | | 1,675,270 | 2,013,950 | 918,138 | 1,071,048 | 100 | 92 | (1,790) | 3.78 |

  61. Pay Versus Performance Table

    ______________________________________ (1)Anne Olson was our CEO for a portion of 2023 from March 31, 2023 to December 31, 2023. (2)SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine compensation actually paid as reported in the Pay Versus Performance table. Compensation actually paid does not necessarily represent cash or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general compensation actually paid is calculated as Summary Compensation Table total compensation, adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date), and dividends paid on restricted stock units as such calculations are shown in detail in the table below. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments. The fair value of equity awards includes the value of restricted stock units (“RSU”), stock options, and performance-based restricted stock units (“PSU”). The measurement date fair value of RSUs was determined based on the market price of our common shares on the measurement date. The measurement date fair value of stock options was determined using a Black-Scholes valuation model. The measurement date fair value of PSUs was determined using a Monte Carlo fair value simulation model.

  62. Pay Versus Performance Table

    | Year | Executives | Summary Compensation Table Total ($) | Subtract LTIP Stock Awards and Stock Option Awards ($) | Add Year-End Equity Fair Value ($) | Change in Fair Value of Prior Equity Awards ($) | Change in Fair Value of Vested Equity Awards ($) | Dividend Equivalents Paid on Vested Equity Awards ($) | Compensation Actually Paid ($) | | 2023 | Anne Olson (PEO) | 2,209,687 | (1,008,431) | 962,493 | (26,982) | (76,287) | 9,846 | 2,070,326 | | | Mark Decker (PEO) | 3,561,754 | (1,274,356) | 49,803 | (27,379) | 171,239 | 34,601 | 2,515,662 | | | Non-PEO NEOs | 1,607,336 | (568,799) | 539,122 | (19,972) | 771 | 1,967 | 1,560,425 | | 2022 | PEO | 2,012,036 | (1,234,306) | 349,746 | (2,642,404) | (394,893) | 106,735 | (1,803,086) | | | Non-PEO NEOs | 921,797 | (416,117) | 130,466 | (454,443) | (111,155) | 38,170 | 108,718 | | 2021 | PEO | 2,307,770 | (1,135,660) | 2,192,188 | 1,659,253 | 183,105 | 81,248 | 5,287,904 | | | Non-PEO NEOs | 1,244,209 | (483,787) | 933,871 | 688,858 | 86,341 | 52,233 | 2,521,725 | | 2020 | PEO | 1,675,270 | (784,668) | 1,072,268 | 83,811 | (97,318) | 64,587 | 2,013,950 | | | Non-PEO NEOs | 918,138 | (323,471) | 442,029 | 55,363 | (55,568) | 34,557 | 1,071,048 |

  63. Pay Versus Performance Table

    (3)Mr. Decker was our CEO during 2020, 2021, 2022, and a portion of 2023 from January 1, 2023 to March 31, 2023. (4)Our non-PEO NEOs included: (a) Ms. Olson, who was the Chief Operating Officer and General Counsel during 2020, 2021 and 2022; (b) Mr. Kirchmann, who was the Chief Financial Officer during 2020, 2021 and a portion of 2022 from January 1, 2022 to January 10, 2022; and (c) Mr. Patel, who was the Chief Financial Officer during a portion of 2022 from January 10, 2022 to December 31, 2022 and 2023. For 2022, amounts include all compensation paid to both Mr. Kirchmann and Mr. Patel. (5)TSR is determined based on the value of an initial fixed investment of $100. Our TSR peer group consists of the FTSE Nareit Equity Apartments Index.

  64. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The table above shows the alignment between compensation actually paid to the NEOs and our performance, which we believe is consistent with our compensation philosophy as described within the Compensation Discussion and Analysis section. A large portion of the NEO’s compensation is tied to our TSR performance. Therefore, each NEO’s compensation generally increased when our TSR performance increased but declined when our TSR performance decreased. While we are required to disclose our net income (loss) for each covered fiscal year, this is not a metric used in our compensation program at this time. The charts below show the relationship of the PEO’s compensation actually paid and other NEO’s average compensation actually paid over the past four years and (1) our TSR of the FTSE Nareit Equity Apartments Index, our peer group for this purpose; (2) our Core FFO per diluted share; and (3) Net Income (Loss). Listed below are the most important financial performance measures we used in 2023 to link NEO compensation to our performance. The performance measures are not necessarily listed in order of importance.

  65. Relationship Between Compensation Actually Paid and Performance Measures

    | Important Financial Performance Measures | | Total shareholder return | | Core FFO per diluted share | | Same-store NOI growth | | Adjusted EBITDA margin |