John A. Schissel
About John A. Schissel
Independent Chair of the Board of Centerspace (CSR); age 58; trustee since April 19, 2016 and appointed Board Chair effective December 9, 2021. Over 30 years in real estate/REITs spanning executive leadership, capital markets, operations, and investments; Bachelor of Science in Business Administration (Finance) from Georgetown University. The Board has affirmatively determined he is independent under NYSE standards. Attendance: all trustee nominees (including Schissel) attended at least 75% of Board and relevant committee meetings in 2024. Executive sessions of independent trustees are held at least quarterly with the independent Board Chair presiding.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carr Properties (privately held REIT) | President and Director | Not stated; current | Leads premium-quality commercial property strategy in Washington, DC; Boston, MA; Austin, TX |
| Invitation Homes (NYSE: INVH) | Executive Vice President | 2014–2015 | Nation’s largest owner/operator of single-family rentals; executive leadership experience |
| BRE Properties (merged with Essex Property Trust) | EVP & Chief Financial Officer | 2009–2014 | Public multifamily REIT; CFO through merger into Essex |
| Columbia Equity Trust (predecessor to Carr Properties) | EVP & Chief Financial Officer | 2004–2009 | Led 2005 NYSE IPO; sale to JPMorgan Asset Management affiliate in 2007 |
| Wachovia Bank & predecessors | Commercial & Investment Banker | 1991–2004 | Capital markets and banking background |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Carr Properties | Director | Private | No disclosed public company board seats at present |
Board Governance
- Role: Independent Chair of the Board since Dec 9, 2021; CSR governance guidelines separate Chair and CEO roles to enhance oversight objectivity.
- Independence: Board determined Schissel and all named independent trustees meet NYSE independence standards; only independent trustees serve on standing committees (Audit, Compensation, Nominating & Governance).
- Attendance: 2024 meeting counts—Board (9), Audit (5), Compensation (5), Nominating & Governance (4); all nominees attended ≥75% of applicable meetings. Executive sessions held at least quarterly with the independent Chair presiding.
- Policies strengthening investor confidence: majority voting with resignation policy; prohibition on hedging/pledging; annual self-evaluations; term limits (no renomination after 12 full years); related party transaction policy overseen by Audit Committee.
- Say-on-pay context: 2024 advisory vote approval ~96.29%, indicating strong shareholder support of compensation framework overseen by the Board.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Earned/Paid in Cash (Schissel) | $101,010 | Includes annual base retainer and Chair retainer; excludes reimbursed expenses |
| Share Awards (Schissel) | $135,044 | RSUs; grant-date fair value computed per ASC 718 |
| Total (Schissel) | $236,054 |
Director retainer framework (non-management trustees):
- Annual retainer: $50,000 cash; annual RSU grant sized at $85,000 / 20-day avg price; vests at 1-year if serving at vest date (proration if retire after >1 year).
- Chair premiums: $50,000 cash and $50,000 in RSUs.
- Committee fees: Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000; Audit member $10,000; Compensation member $7,500; Nominating & Governance member $7,500.
- 2024 grant specifics: On May 20, 2024 each non-management trustee received 1,307 RSUs (fair value $65.05); Chair received an additional 769 RSUs; vest May 20, 2025 if serving.
Performance Compensation
The Board oversees executive pay programs with explicit financial and strategic metrics; directors do not receive performance-based equity.
2024 STIP metrics and weights:
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Core FFO per share | 30% | $4.68 → 50% | $4.78–$4.82 → 100% | $4.96 → 200% |
| Same-store NOI growth | 30% | 1.5% → 50% | 2.25%–2.75% → 100% | 4.5% → 200% |
| Adjusted EBITDA margin | 20% | 47.75% → 50% | 48.5%–49.0% → 100% | 50.5% → 200% |
| Strategic goals | 20% | Committee-assessed | Committee-assessed | Committee-assessed |
2024 outcomes and payouts:
- Achieved: Core FFO $4.96 (200% payout); same-store NOI growth 3.7% (154% payout); adjusted EBITDA margin 50.3% (183% payout); strategic goals paid at 150% for CEO/CFO.
- Total STIP paid: CEO $993,490 (173% of target); CFO $691,124 (173% of target).
LTIP design:
- Time-based RSUs (50%) vest ratably over 3 years; Performance-based RSUs (50%) earned on 3-year TSR vs FTSE Nareit Equity Index with 25th/50th/75th percentile thresholds at 50%/100%/200% of target.
- Tracking: 2023 and 2024 LTIPs tracking above target as of Jan 31, 2025; 2022 LTIP paid 0%.
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Carr Properties | Private REIT | President & Director | No disclosed interlocks; CSR policy states no interlocking directorships between CSR board/comp committees and management of other companies. |
- No related party transactions >$120,000 since the beginning of 2024 involving trustees, officers, 5% holders, or their immediate family.
Expertise & Qualifications
- Capital markets and CFO experience at public REITs; led NYSE IPO and strategic sale; extensive REIT sector leadership and banking background.
- Recognized governance strengths: independent Chair; separation of Chair/CEO; oversight of enterprise risk; ESG oversight via Nominating & Governance Committee.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/20/2025) | 11,822 common shares; less than 1% of class (16,726,594 outstanding). |
| Unvested director RSUs (12/31/2024) | 1,307 annual RSUs + 769 Chair RSUs = 2,076 unvested RSUs; fair value $65.05 per RSU; scheduled to vest May 20, 2025 if serving. |
| Ownership guidelines (trustees) | Required to own shares equal to 5x annual base cash compensation; retain ≥60% of equity awards until no longer a trustee; compliance reviewed annually. |
| Compliance status | All non-management trustees met or exceeded ownership thresholds as of 12/31/2024. |
| Hedging/pledging | Prohibited by policy; no holding of CSR securities in margin accounts or pledging as collateral. |
Governance Assessment
- Effectiveness: Independent Chair with strong REIT capital markets/CFO background; clear separation of CEO/Chair; formalized committee charters; regular executive sessions.
- Alignment: Robust director ownership guidelines (5x retainer) and annual RSU grants; all non-management trustees in compliance; hedging/pledging prohibited.
- Oversight quality: Transparent STIP and LTIP metrics; strong 2024 pay-for-performance outcomes; high say-on-pay support (96.29%).
- Conflicts/Red Flags: No related party transactions; no interlocking directorships; majority voting with resignation policy; term limits; insider reporting delinquencies noted only for another director, not for Schissel. Overall low governance risk indicators for Schissel.