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Anne Olson

Anne Olson

President, Chief Executive Officer and Secretary at CENTERSPACE
CEO
Executive
Board

About Anne Olson

Anne Olson, 48, is President, Chief Executive Officer, Secretary, and an Executive Trustee of Centerspace; she became CEO and joined the Board on March 31, 2023 and has served as Secretary since April 30, 2017 . In 2024 under Olson’s leadership, Core FFO per diluted share increased 2.1% to $4.88, same-store NOI grew 3.7%, and adjusted EBITDA margin reached 50.3% (non-GAAP) . Centerspace’s TSR in the proxy’s pay-versus-performance framework improved from 92 in 2023 to 112 in 2024 (base=100 in 2020), indicating shareholder return progress during her tenure as CEO . Olson holds a B.A. in English and a J.D. with highest honors from Drake University .

Past Roles

OrganizationRoleYearsStrategic Impact
CenterspacePresident & CEO; Secretary; formerly COO; formerly EVP & General CounselCEO since 3/31/2023; Secretary since 4/30/2017; COO 6/25/2018–3/30/2023; GC 4/30/2017–3/30/2023 Led strategic and operating execution; prior roles spanned operations and legal, enabling integrated performance management
Dorsey & Whitney LLPPartner, Real Estate Practice Group~2011–2017 Focused on REIT development/investments for REITs, PE funds, developers/owners
Welsh Companies, LLCDirector of Investment Operations and in-house counselPre-2011 Drove asset growth and capital markets strategy

External Roles

OrganizationRoleYearsNotes
CareTrust REIT (NYSE: CTRE)Board MemberCurrent Public company directorship
National Multi Housing CouncilMemberCurrent Industry leadership

Fixed Compensation

Component20232024Notes
Base Salary ($)$450,000 $575,000 +28% YoY reflecting role and peer benchmarking
Target STIP (% of Salary)100% 100% CEO target unchanged
Actual STIP Payout ($)$652,500 $993,490 2024 payout equated to 173% of target

Performance Compensation

2024 Short-Term Incentive Plan (STIP)

MetricWeightThresholdTargetMaximumActualPayout vs Target
Core FFO per diluted share30% $4.68 (50%) $4.78–$4.82 (100%) $4.96 (200%) $4.96 200%
Same-store NOI growth30% 1.5% (50%) 2.25%–2.75% (100%) 4.5% (200%) 3.7% 154%
Adjusted EBITDA margin20% 47.75% (50%) 48.5%–49.0% (100%) 50.5% (200%) 50.3% 183%
Strategic goals (qualitative)20% Committee-assessed 150%
Total CEO STIP payout$993,490 173% of target

Notes: Core FFO, same-store NOI, and adjusted EBITDA margin are non-GAAP measures as defined in the proxy .

2024 Long-Term Incentive Plan (LTIP)

Element2024 Target ValueVehiclesVesting/PerformanceGranted (Units)
CEO LTIP$1,150,000 50% time-based RSUs; 50% performance RSUs Time RSUs vest 1/1/2025, 1/1/2026, 1/1/2027, ratable ; PSUs earned on 3-year relative TSR vs FTSE Nareit Equity Index (25th=50%, 50th=100%, 75th=200%) through 12/31/2026 10,134 time RSUs; 10,134 target PSUs
Tracking status (open periods)2023/2024 PSU cycles tracking above target as of 1/31/2025; 2022 cycle paid 0%

Grant-date fair value recorded for 2024 awards: $1,406,599 (time-based and performance RSUs) .

Equity Ownership & Alignment

Beneficial Ownership (as of March 20, 2025)

HolderCommon Shares% of Outstanding
Anne Olson18,746 <1%

Shares outstanding: 16,726,594 as of March 20, 2025 .

Unvested Equity (12/31/2024 snapshot)

Award TypeGrant DateUnvested UnitsMarket Value BasisVesting Detail
Time-based RSUs1/1/202410,134 $66.15 per share at 12/31/2024 Vests 1/1/2025–1/1/2027 (ratable)
Time-based RSUs3/31/20235,492 $66.15 Vests in full 3/31/2026
Time-based RSUs1/1/20232,015 $66.15 Vests ratably over three years
Time-based RSUs1/1/2022374 $66.15 Vests ratably over three years
Performance RSUs (target)1/1/202410,134 $66.15 Earned on 3-year relative TSR through 12/31/2026
Performance RSUs (target)1/1/20235,037 $66.15 Earned on 3-year relative TSR through 12/31/2025

Note: Market value reference is the disclosed $66.15 closing price on 12/31/2024; PSUs shown at target as disclosed .

Stock Options Outstanding (12/31/2024 snapshot)

Grant DateExercisableUnexercisableExercise PriceExpiration
1/1/20232,823 8,471 $58.67 1/1/2033
1/1/20223,762 3,763 $110.90 1/1/2032
1/1/20218,268 2,756 $70.64 1/1/2031
5/21/202032,215 $66.36 5/21/2030

Reference stock price at 12/31/2024: $66.15 .

Ownership Policies and Alignment Mechanisms

  • CEO ownership guideline: 5x base salary; retention requirement: hold 60% of net after-tax shares until guideline met; 5-year compliance window from appointment/promotion .
  • Hedging/pledging: Prohibited for executives and trustees; also no margin pledging allowed .
  • Employee trustees receive no separate Board pay, aligning economic exposure to executive pay programs .

Employment Terms

ProvisionCEO Terms
Employment AgreementEffective March 31, 2023; terminable by either party subject to notice
Severance (no change-in-control)If terminated without cause (incl. death/disability) or for good reason: lump sum 2x base salary + 2x target annual bonus + pro-rated current-year target bonus; 18 months COBRA premium reimbursement; up to $10,000 outplacement; equity vests per plan; options exercisable until option expiration (noted as three months from termination in proxy description)
Change-in-Control (double-trigger)Upon CoC plus qualifying termination: cash severance 3x (base + target bonus); time-based awards vest; performance awards vest at target; 18 months health coverage reimbursement; other plan benefits per terms
Estimated Maximum (12/31/2024 hypothetical)CoC+termination: $2,341,806 cash + $2,258,617 equity acceleration = $4,600,423 total; health reimbursement estimated at $41,806 included in cash figure
Restrictive CovenantsNon-compete (6 months), non-solicit, confidentiality (as conditions for CoC severance)
ClawbackMandatory “no-fault” recovery for restatements plus discretionary recoupment for misconduct-related restatements

Board Governance

  • Board seat and independence: Olson is an Executive Trustee (not independent); she holds no Board committee roles .
  • Separation of Chair and CEO: Board is led by an independent Chair (John A. Schissel), with policy preference to separate roles .
  • Committee structure: Audit, Compensation, and Nominating & Governance composed solely of independent trustees .
  • Meeting cadence and attendance: In 2024, Board met 9 times; all nominees attended ≥75% of their Board/committee meetings .
  • Employee Board pay: Employees receive no separate trustee compensation .

Performance & Track Record

  • 2024 execution: Core FFO per share increased to $4.88 (+2.1% YoY); same-store NOI growth 3.7%; acquired a 129-home Denver asset for $54M; redeemed $97M of Series C preferred using $112.6M ATM equity raised; adjusted EBITDA margin 50.3%; also disposed of two non-core communities for $19M .
  • Incentive alignment: 2024 STIP tied to Core FFO/share (30%), same-store NOI growth (30%), adjusted EBITDA margin (20%), and strategic goals (20%), with payouts determined by transparent thresholds/targets .
  • Shareholder support: 2024 say-on-pay received ~96.29% approval .
  • CEO pay ratio: 51:1 for 2024 (CEO total comp $2,992,339; median employee $59,148) .
  • Pay-versus-performance: “Compensation actually paid” to the CEO rose alongside TSR and Core FFO dynamics in 2024, consistent with design .

Compensation Structure Analysis

  • Mix and risk: CEO compensation emphasizes at-risk pay via a 100% target bonus and 50/50 split between performance RSUs (3-year relative TSR) and time RSUs (3-year vesting), with no guaranteed minimums; 2024 grants included no new stock options, tilting long-term incentives toward RSUs versus options .
  • Metric rigor: 2024 exceeded maximum FFO/share and delivered strong outcomes on NOI and margin, driving a 173% STIP payout for the CEO; 2022 PSU cycle paid 0%, evidencing downside sensitivity; 2023–2024 PSU cycles are tracking above target but remain unearned until measurement end .
  • Governance safeguards: Double-trigger CoC, mandatory and discretionary clawbacks, prohibitions on hedging/pledging, and robust ownership/retention guidelines reduce misalignment risk .

Equity Ownership & Trading Signals

  • Skin-in-the-game: Olson beneficially owns 18,746 shares (<1%); CEO ownership requirement is 5x salary with 60% net-share retention until compliance, supporting multi-year alignment .
  • Vesting calendar and pressure: Meaningful time-based RSUs vest in 2025–2027 (1/1 annually), and large PSU tranches conclude in 2025 and 2026; vesting events (especially if PSUs are earned at/above target) can create episodic liquidity windows and supply, though retention policy tempers near-term selling .
  • Options profile: Most legacy options are at or out of the money at 12/31/2024 price ($66.15), except the 1/1/2023 grant at $58.67, limiting immediate monetization incentives from options .

Employment & Contracts (Retention Risk)

  • Term/renewal: Agreement is at-will subject to notice; severance and CoC protections are competitive, which supports retention and stability .
  • Non-compete/non-solicit: CoC severance contingent on restrictive covenants (6-month non-compete), reducing transition risk but also providing post-termination protections for the company .
  • Potential payouts: Hypothetical maximum CoC+termination value estimated at $4.6M as of 12/31/2024 (cash $2.34M; equity acceleration $2.26M), modest relative to many REIT CEOs, limiting “golden parachute” inflation risk .

Compensation Peer Group and Committee Practices

  • Peer group: 2024 compensation benchmarked to a REIT peer set (e.g., IRT, Veris, NexPoint, BRT, Elme; AIRC removed after acquisition), balancing size, geography, and asset focus .
  • Consultants: Meridian advised through 2024; Ferguson Partners retained for 2025; both affirmed independent and conflict-free .

Related Party Transactions and Governance Red Flags

  • Related party transactions: None >$120,000 since the beginning of 2024 .
  • Interlocks and pledging: No interlocking directorships; pledging/hedging prohibitions in place .
  • Compensation risk review: Committee concluded pay policies are unlikely to encourage excessive risk-taking given structure and safeguards .

Investment Implications

  • Pay-for-performance alignment appears strong: 2024 outperformance on Core FFO/share, same-store NOI, and margin translated into higher STIP payouts, while PSUs remain contingent on multi-year TSR vs a broad REIT index, reinforcing long-term alignment .
  • Vesting overhang manageable: Time-based RSUs vest ratably through 2027 and PSUs cliff-vest in 2025/2026 if earned; retention and ownership policies mitigate immediate selling pressure, but watch for incremental supply around vest dates and 10b5-1 activity .
  • Retention risk moderated by contracts: Competitive severance, double-trigger CoC protection, and modest estimated CoC payouts reduce turnover risk while avoiding excessive parachute optics .
  • Governance is a net positive: Independent Chair, fully independent key committees, strong clawbacks, and anti-hedging/pledging policies support shareholder-friendly oversight of a CEO who also sits on the Board but holds no committee roles .
  • Monitor TSR delivery and PSU trajectory: 2023–2024 PSU cycles are tracking above target but unearned; sustained relative TSR through measurement end will be a key signal on value creation and potential step-up in realized equity comp .