Jay L. Rosenberg
About Jay L. Rosenberg
Independent trustee of Centerspace since July 8, 2024; age 53. Former Portfolio Manager and Head of Public Real Assets at Nuveen (2005–Mar 31, 2024), with deep expertise in listed real assets, real estate securities, and infrastructure; MS in Urban Planning/Public Policy (University of Illinois–Chicago) and BS (University of Wisconsin–Madison). Currently serves on the Nominating & Governance Committee; the Board has determined he is independent under NYSE standards. He attended all Board and committee meetings held after his appointment in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen | Head of Public Real Assets; Portfolio Manager; member, Global Investment Committee | 2005–Mar 31, 2024 | Created and managed Global Infrastructure and Real Asset Income strategies; PM on Real Estate Securities strategies |
| Advantus Capital Management | Real Estate Portfolio Manager | Prior to 2005 | Led real estate securities portfolio management |
| Sit Investment Advisors | Real Estate Fixed Income Analyst | Prior to 2005 | Research/analysis on real estate fixed income |
| Welsh Companies | Development Manager (office/office-warehouse) | Prior to 2005 | Development management experience |
| Siemon, Larsen & Marsh (Chicago) | Land Use Planner | Prior to 2005 | Planning/public policy experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Nominating & Governance Committee member; the committee oversees board refreshment, director evaluations, governance principles, and ESG oversight. Chair: Jeffrey P. Caira; members: Emily Nagle Green, Jay L. Rosenberg.
- Independence: Determined independent by the Board under NYSE rules.
- Attendance: Board (9 meetings), Audit (5), Compensation (5), Nominating & Governance (4) in 2024; Rosenberg attended each Board and applicable committee meeting after his July 2024 appointment.
- Executive sessions: Independent trustees meet at least quarterly in executive session.
- Governance practices: No hedging/pledging; majority independent Board; separation of Chair/CEO; term limits (12 years); majority voting with resignation policy; no interlocking directorships; clawback policies.
Fixed Compensation
| Metric (Director) | 2024 Value | Detail |
|---|---|---|
| Cash earned | $13,281 | Prorated annual retainer and committee fees post-appointment |
| Share awards (RSUs) | $74,724 | 1,141 RSUs granted Jul 8, 2024 (prorated); grant-date fair value $65.49/RSU; vests May 20, 2025 if still serving |
| Total | $88,005 | Sum of cash and RSUs |
Standard non-management trustee structure:
- Annual cash retainer: $50,000; annual RSU grant: $85,000 (time-based, one-year vest)
- Committee chair fees: Audit $20,000; Compensation $15,000; Nominating & Governance $10,000
- Committee member fees: Audit $10,000; Compensation $7,500; Nominating & Governance $7,500
- Board Chair: additional $50,000 cash and $50,000 RSUs
Performance Compensation
| Component | Structure | Metrics/Triggers |
|---|---|---|
| Director equity | Time-based RSUs vest on first anniversary if serving | No performance conditions; forfeiture if leaving before vest (subject to prorating for long-serving retirees) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | Company policy indicates no interlocking directorships; none disclosed for Rosenberg |
Expertise & Qualifications
- Listed real assets expertise: Oversaw strategy, investment process, and performance for Nuveen’s listed real assets platform; PM across infrastructure and real estate strategies; Global Investment Committee member.
- Real estate domain experience: Prior roles in portfolio management and analysis at Advantus and Sit; development and planning experience at Welsh and Siemon, Larsen & Marsh.
- Education: BS (UW–Madison); Master’s (Urban Planning & Public Policy, UIC).
Equity Ownership
| Category | Value/Status | Notes |
|---|---|---|
| Common shares beneficially owned (Mar 20, 2025) | — (less than 1%) | Beneficial ownership excludes RSUs vesting >60 days from record date |
| Unvested RSUs outstanding (Dec 31, 2024) | 1,141 | Granted Jul 8, 2024; scheduled to vest May 20, 2025 |
| Ownership guidelines (Non-employee trustees) | 5x annual base cash compensation | Must retain at least 60% of shares from equity awards until no longer trustee |
| Compliance statement (as of Dec 31, 2024) | Company states all non-management trustees met/exceeded thresholds | See note below |
| Hedging/Pledging | Prohibited by policy | Aligns with investor-friendly governance |
Note: The ownership policy counts shares to vest within 12 months, which may differ from SEC beneficial ownership reporting that generally includes only awards exercisable/vestable within 60 days; this explains Rosenberg’s “—” beneficial ownership as of Mar 20, 2025 while still having RSUs scheduled to vest on May 20, 2025.
Insider Trades
| Date | Form 4 Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| — | None disclosed in proxy for 2024 | — | — | Proxy notes Section 16(a) compliance in 2024 with late filings only for another director; no Jay Rosenberg transactions disclosed |
Governance Assessment
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Strengths:
- Independent status; governance-savvy background in real assets and public markets enhances oversight on strategy and capital allocation.
- Active Nominating & Governance Committee role supports board refresh, ESG oversight, and annual board evaluations; attended all meetings post-appointment, indicating engagement.
- Equity-based director pay and stringent ownership/retention policy, plus no hedging/pledging and clawbacks, align interests and mitigate risk.
-
Potential Investor Watchpoints:
- Beneficial ownership recorded as “—” as of Mar 20, 2025 due to SEC 60-day rule; his RSUs vest May 20, 2025. Monitor conversion to shares and progression toward 5x ownership guideline over the five-year compliance window.
- No related-party transactions reported; continue monitoring given prior industry affiliations (Nuveen) for any indirect conflicts; company policy requires Audit Committee approval of related-party dealings.
Overall signal: Governance practices and committee role are supportive of board effectiveness; equity retainer structure implies alignment, though near-term “—” beneficial ownership warrants follow-up until RSUs vest and holdings are reported under SEC rules.