Rodney Jones-Tyson
About Rodney Jones-Tyson
Rodney Jones‑Tyson, age 56, has served as an independent trustee of Centerspace since January 18, 2022 and currently chairs the Compensation Committee; he is Global Chief Human Resource Officer at Baird and brings 30+ years in global financial services, risk, and investment banking operations. He holds an MBA from the University of Chicago Booth School of Business and a BS in Finance from the University of Maryland College Park . The Board confirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baird | Global Chief Human Resource Officer | Current | Human capital strategy and governance for a global, employee-owned financial firm |
| Baird | Chief Risk Officer | 2018–2021 | Enterprise risk oversight across businesses |
| Baird (Global Investment Banking Group) | Chief Operating Officer | 2011–2018 | Operational leadership for investment banking |
| Baird | Director of Business Development | 2008–2011 | Strategic growth initiatives |
| Baird | Investment Banker | From 1998 | Capital markets execution |
| Chase Manhattan Bank; Citibank | Various roles | Prior to Baird | Banking foundations and credit/risk experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Associated Banc‑Corp (NYSE: ASB) | Independent Director | Current | Audit Committee member |
| Baird | Global CHRO (employment) | Current | Executive role; privately held firm |
Board Governance
- Committee assignments: Compensation Committee Chair; not listed on Audit or Nominating & Governance .
- Independence: Determined independent under NYSE standards; all committee members are independent .
- Attendance and engagement: In 2024 the Board met 9 times; Compensation 5; Audit 5; Nominating & Governance 4. All nominees attended at least 75% of meetings of the Board and applicable committees; all trustees attended the virtual 2024 annual meeting .
- Leadership structure: Independent Chair; CEO and Chair roles separated per governance guidelines .
- Executive sessions: Independent trustees hold executive sessions at least quarterly, presided over by the Board Chair or committee chairs .
- Policies strengthening governance: Majority voting with resignation policy; no pledging/hedging; clawbacks; term limits (12 years); annual self‑evaluations; related‑party transaction approval by Audit Committee .
Fixed Compensation
| Component | Amount/Structure | 2024 Details |
|---|---|---|
| Annual cash retainer | $50,000 | Standard for all non‑management trustees |
| Committee chair retainer | $15,000 | Compensation Committee Chair |
| Committee member fees | N/A for chair; members: $7,500 (Comp), $10,000 (Audit), $7,500 (N&G) | Jones‑Tyson’s cash total reflects base + chair ($65,000) |
| RSU grant (annual) | $85,000 divided by 20‑day avg. price | Granted 1,307 RSUs on 5/20/2024; grant date fair value $65.05 per RSU; vests 5/20/2025 if serving |
| 2024 total director compensation | $150,020 | Cash $65,000; Share awards $85,020 |
Performance Compensation
- Equity structure: Annual time‑based RSUs (no options, PSUs, or performance metrics for directors); vest after one year contingent on continued service. As of 12/31/2024, Jones‑Tyson had 1,307 unvested RSUs scheduled to vest on 5/20/2025 .
- Ownership/retention: Non‑employee trustees must hold shares equal to 5x annual base cash compensation and retain at least 60% of shares from equity awards while serving; all non‑management trustees met or exceeded the threshold as of 12/31/2024 .
Other Directorships & Interlocks
- Public company: Associated Banc‑Corp (ASB) – Independent Director; Audit Committee member .
- Interlocks/conflicts: Centerspace policy notes “No interlocking directorships” and prohibits pledging/hedging; Audit Committee oversees related‑party transactions. No related‑party transactions >$120,000 since the beginning of 2024 were identified, reducing conflict risk .
Expertise & Qualifications
- Core expertise: Human capital leadership, enterprise risk management, investment banking operations, and governance .
- Education: MBA (Chicago Booth), BS Finance (University of Maryland College Park) .
- Board‑relevant credentials: Experience as Baird CRO and COO supports oversight of compensation risk, succession, and performance alignment as Compensation Committee Chair .
Equity Ownership
| Holder | Common Shares Owned | % of Shares Outstanding | Unvested RSUs | Ownership Guideline Status |
|---|---|---|---|---|
| Rodney Jones‑Tyson | 3,424 | <1% (of 16,726,594 outstanding) | 1,307 RSUs (vest 5/20/2025) | Company states all non‑management trustees met/exceeded 5x retainer requirement |
- Hedging/pledging: Prohibited for trustees and officers under policy .
Governance Assessment
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Strengths supporting investor confidence:
- Independent trustee chairing Compensation; all standing committees comprised of independent trustees .
- Robust policies: dual clawbacks (mandatory and discretionary), no hedging/pledging, majority voting with resignation, term limits, annual self‑evaluations .
- Clear director pay structure with modest cash retainers and equity aligned to service; strong ownership/retention requirements met by all non‑management trustees .
- Active committee work and attendance expectations met; regular executive sessions .
- Compensation Committee uses independent consultants (Meridian; Ferguson appointed Dec 2024) and peer benchmarking, which should temper pay inflation and align incentives .
- Shareholder support signal: 2024 say‑on‑pay approval ~96.29% (for executive program), indicative of broad alignment with investors .
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Potential watch‑items and conflict review:
- External ASB directorship is in financial services; Centerspace discloses no related‑party transactions since start of 2024, mitigating direct conflict concerns .
- Director equity grants are time‑based (no performance metrics); alignment relies on share ownership and retention policies rather than explicit TSR hurdles for directors .
Overall, Jones‑Tyson’s Compensation Committee leadership, independence, and HR/risk background, combined with Centerspace’s governance framework (clawbacks, ownership requirements, and independent board structures), present a solid governance profile with low conflict risk and strong alignment signals for investors .