Bhairav Patel
About Bhairav Patel
Bhairav Patel (age 46) is Executive Vice President and Chief Financial Officer of Centerspace. He joined the company as EVP on November 8, 2021 and was appointed CFO on January 10, 2022; he holds Bachelor’s and Master’s degrees in Commerce from the University of Mumbai and is a Certified Public Accountant (inactive) . 2024 operating performance metrics that drove incentive outcomes included Core FFO of $4.96 per diluted share (200% payout), same-store NOI growth of 3.7% (154% payout), and adjusted EBITDA margin of 50.3% (183% payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New Senior Investment Group Inc. | Executive Vice President, Finance & Accounting; Interim Chief Financial Officer | 2019–Sep 2021 | Oversaw accounting, finance, treasury, tax; led through internalization and sale to Ventas . |
| Fortress Investment Group (New Senior externally managed) | Managing Director, Private Equity; Chief Accounting Officer (New Senior) | Mar 2016–2019 | Led finance/accounting for externally managed REIT prior to internalization . |
External Roles
No external public company board roles disclosed for Mr. Patel in company filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 360,500 | 400,000 |
| Target STIP Bonus (% of Salary) | 100% | 100% | 100% |
| All Other Compensation ($) | 47,724 | 155,312 (incl. retention bonus) | 34,948 (incl. $17,698 commuting) |
Performance Compensation
STIP – Annual Cash Incentives (2024)
| Metric | Weighting | Target | Actual (2024) | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|
| Core FFO per share | 30% | Not disclosed | $4.96 | 200% | Paid post year-end 2024 |
| Same-Store NOI Growth | 30% | Not disclosed | 3.7% | 154% | Paid post year-end 2024 |
| Adjusted EBITDA Margin | 20% | 48.5%–49.0% target; 50.5% max | 50.3% | 183% | Paid post year-end 2024 |
| Strategic Goals | 20% | Qualitative goals | Committee assessment | 150% | Paid post year-end 2024 |
| Total STIP Earned (2024) | — | — | $691,124 | 173% | Cash |
LTIP – Equity Incentives
| Award Type | Grant Date | Target Shares | Vesting / Performance | Status |
|---|---|---|---|---|
| Time-based RSUs | 1/1/2024 | 3,525 | Ratable on 1/1/2025, 1/1/2026, 1/1/2027 | Outstanding |
| Performance RSUs (TSR vs FTSE Nareit Equity Index) | 1/1/2024 | 3,525 | 3-year performance; 0–200% payout; target at 50th percentile | Tracking above target as of 1/31/2025 |
| Time-based RSUs | 3/31/2023 | 2,746 | 1/3 on 3/31/2025; remaining 2/3 on 3/31/2026 | Outstanding |
| Performance RSUs (TSR) | 1/1/2023 | 2,972 | 3-year performance period ending 12/31/2025 | Tracking above target as of 1/31/2025 |
| Options | 1/1/2023 | — | 1,666 exercisable / 4,998 unexercisable; $58.67 strike; expires 1/1/2033 | Outstanding |
| Options | 1/1/2022 | — | 2,166 exercisable / 2,166 unexercisable; $110.90 strike; expires 1/1/2032 | Outstanding |
| Companywide LTIP Awards (context) | 1/1/2025 | — | Time-based RSUs vest 1/3 on 1/1/2026, 1/1/2027, 1/1/2028; TSR PSUs measured over 3 years; max 200% | Program terms |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Owned | % of Shares Outstanding |
|---|---|---|
| Bhairav Patel | 3,542 | 0.021% (3,542 / 16,726,594) |
- Shares outstanding used for calculation: 16,726,594 as of March 20, 2025 .
- Company policy prohibits hedging and pledging of company securities, reducing alignment risk from collateralized shares .
Outstanding Equity Awards (as of 12/31/2024)
| Category | Detail | Quantity / Terms |
|---|---|---|
| RSUs (unvested) | 1/1/2024 grant | 3,525 RSUs |
| RSUs (unvested) | 3/31/2023 grant | 2,746 RSUs |
| RSUs (unvested) | 1/1/2023 grant | 1,189 RSUs |
| RSUs (unvested) | 1/1/2022 grants | 215 and 461 RSUs |
| PSUs (target unearned) | 1/1/2024 grant | 3,525 PSUs |
| PSUs (target unearned) | 1/1/2023 grant | 2,972 PSUs |
| Options (exercisable) | 1/1/2023 | 1,666 @ $58.67, exp. 1/1/2033 |
| Options (unexercisable) | 1/1/2023 | 4,998 @ $58.67, exp. 1/1/2033 |
| Options (exercisable) | 1/1/2022 | 2,166 @ $110.90, exp. 1/1/2032 |
| Options (unexercisable) | 1/1/2022 | 2,166 @ $110.90, exp. 1/1/2032 |
- 2024 vesting activity: 1,270 RSUs vested; value realized $73,914; no options exercised in 2024 .
Ownership Guidelines
- CFO ownership guideline: 2x annual base salary; retain 60% of net shares until guideline met .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment Agreement (effective 2/20/2024) | Terminable by either party; severance if terminated without cause or for good reason (non-CIC) . |
| Non-CIC Severance | Lump sum = 1x current base salary + 1x target annual STIP bonus + pro‑rated current year target STIP bonus; 18 months health benefit premium; up to $10,000 outplacement . |
| Equity on Non-CIC Termination | Unvested time-based and performance-based equity vest per plan; options become exercisable for remaining shares and remain exercisable until option expiration (three months from termination date) . |
| Change‑in‑Control (double trigger) | Severance = 2x base salary + 2x target annual bonus for non-CEO execs; time-based equity vests immediately; performance-based equity vests at target; 18 months health coverage cost reimbursement; 6‑month non‑compete; non‑solicit and confidentiality . |
| Clawbacks | Mandatory “no-fault” clawback (SEC 10D/Nasdaq) and discretionary recoupment policy for misconduct-related restatements . |
| Hedging/Pledging | Prohibited for executives . |
Compensation Summary (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 360,500 | 400,000 |
| LTIP Share Awards ($) | 479,354 | 494,921 | 489,270 |
| Stock Option Awards ($) | 74,050 | 73,878 | — |
| STIP Cash ($) | 240,975 | 522,725 | 691,124 |
| All Other Compensation ($) | 47,724 | 155,312 | 34,948 |
| Total Compensation ($) | 1,192,103 | 1,607,336 | 1,615,342 |
Program Design and Peer Benchmarking
- 2024 LTIP target value and mix: $400,000 for Mr. Patel split 50% time-based RSUs (3,525 shares) and 50% performance RSUs (3,525 shares) tied to TSR vs FTSE Nareit Equity Index; 0–200% payout with linear interpolation .
- Equity plan inventory: 77,664 RSUs and 117,010 options outstanding; weighted-average exercise price $71.41; 400,659 shares available for future issuance .
- Executive compensation peer group used for 2024 benchmarking includes apartment and diversified REITs (e.g., IRT, NexPoint Residential, Veris Residential; AIMCO removed mid‑2024 on acquisition), determined with consultant Meridian .
Performance & Track Record
- Capital recycling and guidance: CFO guided ~$0.15 full-year dilution from portfolio repositioning with closings expected Sep/Nov 2025 . He detailed disposition timing, reverse 1031 structure, and proceeds holdbacks driving $0.06–$0.08 range of dilution in Q2 commentary .
- Operating execution: Maintained occupancy momentum despite Denver softness; renewals “high 2s to ~3%” with blended growth consistent 1H→2H; strong rent growth in Nebraska/North Dakota; Denver concessions pressured new lease trade-outs .
- Disclosure controls: CFO executed SOX 302 and 906 certifications and signed the Q3 2025 10‑Q .
Equity Ownership & Insider Dynamics
- Beneficial ownership is modest at 3,542 shares (<1%); combined with hedging/pledging prohibitions and 60% net-share retention, alignment is maintained and collateralization risk is limited .
- 2024 showed RSU vesting without option exercises, suggesting limited forced-selling pressure from options in that year .
Investment Implications
- Pay-for-performance linkage: 2024 STIP paid 173% of target driven by strong Core FFO, NOI growth, and EBITDA margin, while LTIP performance RSUs tie directly to relative TSR over three years; 2022 LTIP paid 0%, reinforcing downside sensitivity when TSR underperforms .
- Retention risk: Non‑CIC severance is 1x salary+bonus with continued benefits; CIC provides 2x multiple and immediate vesting at target for PSUs, which could incentivize stability pre‑CIC but increases change‑in‑control cost to equity holders .
- Selling pressure: RSU schedules create predictable vesting dates; hedging/pledging prohibition and option moneyness/tenors limit near-term forced sales, though annual RSU vesting could add episodic supply; no options exercised in 2024 .
- Alignment and ownership: CFO ownership guidelines (2x salary) and 60% net-share retention support alignment; current direct ownership is modest, so monitoring progression toward guideline compliance is warranted .
- Execution signal: CFO’s detailed capital-recycling guidance and occupancy commentary highlight operational focus; dilution estimates quantify near-term EPS headwinds during portfolio repositioning—useful for trading around announcements and closing timelines .