Mary J. Twinem
About Mary J. Twinem
Independent trustee of Centerspace since February 15, 2018 (age 64), currently Audit Committee Chair and Compensation Committee member. Former EVP and CFO of Buffalo Wild Wings with over 30 years in accounting/financial reporting and seven years in public accounting; she helped grow BWW from 35 to over 1,100 restaurants with 2016 system-wide revenue of $3.8B. She holds a B.S. in Accounting from the University of Wisconsin–Platteville (1982) and was a Certified Public Accountant. The Board identifies her as an “audit committee financial expert” under SEC rules and as an independent trustee under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buffalo Wild Wings, Inc. | Executive Vice President & Chief Financial Officer; previously Controller | Joined as Controller in 1995; promoted to CFO in 1996; over 20 years at BWW | Managed Financial Reporting, FP&A, Information Systems, IR, Supply Chain, Philanthropy; established financial framework to scale from 35 to 1,100+ restaurants; 2016 system revenue $3.8B |
| Public Accounting | Various roles | Seven years | Served primarily small businesses; 30+ years total experience in accounting, financial reporting, and income tax preparation |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Valvoline, Inc. (NYSE: VVV) | Independent Director | Audit Committee Chair | 150-year old brand; became NYSE-listed public company in 2016 |
| Medica Holding Company (non-profit) | Director | Finance Committee Chair; Audit Committee member; Medica Foundation Board | Multi-state health insurance company; also serves on Medica Foundation Board |
Board Governance
| Committee | Role | Status/Notes |
|---|---|---|
| Audit Committee | Chair | Three independent trustees; Board determined all members (including Twinem) are “audit committee financial experts” under SEC rules . Audit Committee meets at least quarterly; oversees financial reporting, auditor appointment/oversight (Grant Thornton LLP for 2025), internal controls, disclosure controls, quarterly earnings releases and 10-Q/10-K filings, and IT/data privacy/cybersecurity . |
| Compensation Committee | Member | Three independent trustees; oversees CEO succession and executive compensation, plans/awards, clawback policy enforcement, employment/severance/CIC agreements, peer benchmarking, and say‑on‑pay considerations . |
- Independence: Twinem is an independent trustee under NYSE standards; Audit and Compensation Committee members meet enhanced independence requirements under SEC/NYSE rules .
- Attendance: In 2024 the Board met 9 times; Audit Committee 5; Compensation Committee 5. All trustee nominees attended at least 75% of Board and applicable committee meetings (Twinem included) .
- Related Party Transactions: The Audit Committee (and its Chair with delegated authority < $250,000) reviews/approves related‑party transactions; none over $120,000 since the beginning of 2024 .
- Auditor Independence: Audit Committee pre‑approves all auditor services and concluded 2024 services were compatible with auditor independence; recommended inclusion of audited financials in 2024 Form 10‑K; appointed Grant Thornton LLP for 2025 .
Fixed Compensation
| Year | Cash Earned ($) | Components (Cash) |
|---|---|---|
| 2024 | 77,500 | Base annual retainer $50,000; Audit Chair retainer $20,000; Compensation Committee member retainer $7,500 |
| 2023 | 70,000 | Components not itemized in 2023 table; total cash shown above |
- Director Compensation Structure (non‑management trustees): Annual cash retainer $50,000; annual RSU grant sized at $85,000 (2024) vesting at first anniversary if serving; Board Chair receives an additional $50,000 cash and $50,000 in RSUs; Committee chairs: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; Committee members: Audit $10,000; Compensation $7,500; Nominating & Governance $7,500 .
Performance Compensation
| Year | Grant Date | RSUs Granted | Grant Date Fair Value per RSU ($) | Total Share Awards ($) | Vesting Date | Vesting Condition |
|---|---|---|---|---|---|---|
| 2024 | May 20, 2024 | 1,307 | 65.05 | 85,020 | May 20, 2025 | Time‑based; vests in full at first anniversary if serving (retirements prorated after >1 year service; forfeiture <1 year) |
| 2023 | May 16, 2023 | 1,380 | 56.37 | 77,791 | May 16, 2024 | Time‑based; vests in full at first anniversary if serving (per plan terms) |
- Trustee Compensation Mix: Annual equity grants via RSUs sized to target dollar values; no performance metrics (e.g., EBITDA/TSR) tied to trustee RSU vesting—awards are service‑based per plan/policy .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Note |
|---|---|---|
| Valvoline, Inc. (NYSE: VVV) | External board; Audit Chair | No CSR‑disclosed related‑party transactions with entities where trustees have interests since beginning of 2024 |
| Medica Holding Company; Medica Foundation | External boards/committees | No CSR‑disclosed related‑party transactions with entities where trustees have interests since beginning of 2024 |
Expertise & Qualifications
- Audit committee financial expert; extensive CFO experience and oversight of finance, FP&A, information systems, investor relations, and supply chain .
- Education: B.S. Accounting (UW–Platteville, 1982); CPA .
- Audit oversight scope includes IT/data privacy/cybersecurity controls—relevant to REIT operational risk management .
Equity Ownership
| As‑of Date | Beneficial Shares | Percent of Outstanding | Shares Outstanding |
|---|---|---|---|
| March 20, 2025 | 8,813 | <1% | 16,726,594 |
| March 25, 2024 | 8,813 | <1% | 14,888,553 |
- Unvested RSUs as of December 31, 2024: Each independent trustee (except Rosenberg) had 1,307 unvested RSUs; Board Chair had an additional 769; Rosenberg had 1,141 (appointment grant) .
- Ownership Alignment: Non‑management trustees must hold common shares equal to 5x annual base cash compensation; all non‑management trustees serving as of December 31, 2024 met/exceeded the threshold .
- Insider Trading Policy: Trustees are covered by CSR’s Insider Trading Policy prohibiting trading while in possession of MNPI; policy imposes heightened requirements/blackouts for restricted persons and special reporting obligations for directors and executive officers .
Governance Assessment
- Strengths: Independent trustee; Audit Chair designated “financial expert”; member of Compensation Committee; strong attendance (≥75%); active oversight of auditor independence, internal controls, disclosure controls, and cybersecurity; robust RPT policy with Audit Chair delegated authority for transactions < $250k; no RPTs >$120k since 2024 .
- Alignment: Director comp combines cash retainers with annual RSU grants; 2024 cash $77,500 and share awards $85,020; 2023 cash $70,000 and share awards $77,791; trustee ownership guideline (5x cash retainer) met by all non‑management trustees as of year‑end 2024 .
- External Boards: Audit Chair roles at Valvoline and finance/audit roles at Medica indicate deep governance expertise; CSR discloses no RPTs with related persons in 2024, mitigating conflict risk .
- Watchpoints: None disclosed regarding attendance shortfalls, related‑party transactions, hedging/pledging by trustees, or auditor independence concerns in 2024; continued monitoring of committee workloads and evolving cyber/IT risks remains prudent .