UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

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~~Filed by a Party other than the Registrant~~o~~Check the appropriate box:~~
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

	Investors Real Estate Trust

	(Name of Registrant as Specified In Its Charter)

	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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~~Table of Contents~~

INVESTORS REAL

ESTATE TRUST, DBA

CENTERSPACE

3100 10^th St SW

P.O. Box 1988

Minot, ND 58702-1988


		~~INVESTORS REAL ESTATE TRUST~~ ~~1400 31st Ave SW, Suite 60~~ ~~P.O. Box 1988~~ ~~Minot, ND 58702-1988~~

April ~~6, 2020~~

5, 2021

Dear Fellow Shareholders:

It is a pleasure to invite you to attend the ~~50th~~51^st Annual Meeting of Shareholders (the ~~"2020~~“2021 Annual ~~Meeting"~~Meeting”) of Investors Real Estate Trust, doing business as Centerspace (the ~~"Company"~~“Company”), to be held on Tuesday, May ~~19, 2020,~~18, 2021, at 9:00 a.m. Central Daylight ~~Time,~~Time. Due to the ongoing nature of the COVID-19 pandemic, the potential impact on the health and safety of our shareholders, employees, directors and other stakeholders, and any local restrictions on gathering that may be in place at such time, we have determined that the ~~Company's offices located at 800 LaSalle Avenue, Suite 1600, Minneapolis, Minnesota 55402.~~

2021 Annual Meeting will be a completely “virtual meeting” of shareholders. We also believe this virtual format is environmentally friendly and encourages increased participation by our shareholders. You will be able to attend the 2021 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CSR2021 and entering the 16-digit control number included in our notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

At the ~~2020~~2021 Annual Meeting, you will be asked to vote on the following items:

1.: The election of the eight nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2021 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;
2.: ~~an advisory vote on executive compensation;~~
3.: ~~the approval of the Amended and Restated 2015 Incentive Plan;~~
4.: ~~the ratification of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2020; and~~
5.: ~~such other matters as may properly come before the 2020 Annual Meeting or any adjournment(s) or postponement(s) thereof.~~

1.	the election of seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;

2.	an advisory vote on executive compensation (the “say-on-pay vote”);

3.	the approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;

4.	the approval of an amendment to the Amended and Restated 2015 Incentive Plan;

5.	the ratification of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021; and

6.	such other matters as may properly come before the 2021 Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Trustees recommends that you vote for each of these ~~proposals..~~

proposals.

Information about the ~~2020~~2021 Annual Meeting and the formal business to be acted on by our shareholders is included in the Notice of Annual Meeting and the Proxy Statement that follow. Our ~~2020~~2021 proxy materials and Annual Report for the year ended December 31, ~~2019~~2020 are available online at www.proxyvote.com.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If you are planning to attend our Annual Meeting, please monitor our website at ir.iretapartments.com for updated information in the event the impact of COVID-19 requires alternative arrangements. As always, we encourage you to vote your shares prior to the Annual Meeting. Please note that information in this Proxy Statement is related to 2019 performance and compensation, neither of which were affected by COVID-19.

On or about April ~~6, 2020,~~5, 2021, we mailed most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on: (1) how to access our Proxy Statement and Annual Report via the Internet and (2) how to vote. The notice also included instructions on how to receive a paper copy of the proxy materials. On or about April ~~6, 2020,~~5, 2021, other shareholders, in accordance with their prior requests, were sent e-mail notifications containing instructions on how to access our proxy materials via the Internet and to vote, or have been mailed paper copies of our proxy materials and a proxy card or voting form.

Please refer to the Proxy Statement for details on the ~~2020~~2021 Annual Meeting, including detailed information on each of the proposals to be voted on at the meeting. Your shareholder vote is important, and I encourage you to vote promptly.

				Sincerely,
		~~Sincerely,~~ ~~INVESTORS REAL ESTATE TRUST~~		Investors Real Estate Trust dba Centerspace

				/s/ Mark O. Decker, Jr.
				Mark O. Decker, Jr.
				President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Tuesday, May ~~19, 2020,~~18, 2021, at 9:00 a.m. CDT

Notice is hereby given that the ~~2020~~2021 Annual Meeting of Shareholders (the ~~"2020~~“2021 Annual ~~Meeting"~~Meeting”) of Investors Real Estate Trust, doing business as Centerspace (the ~~"Company"~~“Company”), will be held on Tuesday, May ~~19, 2020,~~18, 2021, at 9:00 a.m. Central Daylight Time, ~~at the Company's offices located at 800 LaSalle Avenue, Suite 1600, Minneapolis, Minnesota 55402,~~via webcast, for the following purposes:

1.: To elect the eight nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2021 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;
2.: ~~To hold an advisory vote on executive compensation (the "say on pay vote");~~
3.: ~~To approve the Amended and Restated 2015 Incentive Plan;~~
4.: ~~To ratify Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2020; and~~
5.: ~~To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.~~

1.	To elect seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;

2.	To hold an advisory vote on executive compensation (the “say-on-pay vote”);

3.	To approve an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;

4.	To approve an amendment to the Amended and Restated 2015 Incentive Plan;

5.	To ratify Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021; and

6.	To transact such other business as may properly come before the 2021 Annual Meeting or any adjournment(s) or postponement(s) thereof.

These items are described in more detail in the Proxy Statement. We have not received notice of any other matters that may properly be presented at the ~~2020~~2021 Annual Meeting.

The ~~Company's~~Company’s Board of Trustees has fixed the close of business on March ~~23, 2020~~22, 2021 as the record date for determining the shareholders entitled to receive notice of and to vote at the ~~2020~~2021 Annual Meeting or any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the ~~Company's 2020~~Company’s 2021 Annual Meeting to be held on May ~~19, 2020:~~18, 2021: The ~~2020~~2021 Proxy Materials and Annual Report for the year ended December 31, ~~2019~~2020 are available at www.proxyvote.com.


		By Order of the Board of Trustees,

				/s/ Anne Olson
				Anne Olson General Counsel and Secretary

Minot, North Dakota

April 6,5, 2020

It is important that your shares be represented and voted at the ~~2020~~2021 Annual Meeting. You can vote your shares by one of the following methods: (1) by Internet; (2) by telephone; (3) if you received your proxy materials by mail, by mailing your proxy card; or (4) ~~in person at~~virtually during the ~~2020~~2021 Annual Meeting. Any proxy may be revoked in the manner described in the Proxy Statement at any time prior to its exercise at the ~~2020~~2021 Annual Meeting.

~~Table of Contents~~

TABLE OF CONTENTS

TABLE OF CONTENTS

		Page
~~PROXY STATEMENT~~	1
PROPOSAL 1: ELECTION OF TRUSTEES	87
DESCRIPTION OF PROPOSAL ~~Nominees~~	97
REQUIRED VOTE	7
VOTE RECOMMENDED	7
CORPORATE GOVERNANCE AND BOARD MATTERS	1716
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS	17
TRUSTEE INDEPENDENCE	17
BOARD LEADERSHIP STRUCTURE	17
BOARD COMMITTEES	17
EXECUTIVE SESSIONS	21
POLICY REGARDING DIVERSITY	21
BOARD ROLE IN RISK OVERSIGHT	21
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	22
CODE OF CONDUCT AND CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS	22
EQUITY OWNERSHIP AND RETENTION POLICY	22
COMPLAINT PROCEDURE	23
COMMUNICATIONS TO THE BOARD	24
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	2624
TRUSTEE COMPENSATION	2725
TRUSTEE COMPENSATION TABLE FOR ~~2019~~ 2020	2826
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2927
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	3129
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	3230
COMPENSATION DISCUSSION AND ANALYSIS	3331
NAMED EXECUTIVE OFFICERS ~~Compensation Committee Report~~	4531
EXECUTIVE ~~COMPENSATION~~ SUMMARY AND ACHIEVEMENTS FOR 2020	4631
EXECUTIVE COMPENSATION PHILOSOPHY ~~Summary Compensation Table~~	4633
EXECUTIVE OFFICER COMPENSATION PROCESSES ~~Grants of Plan-Based Awards~~	4733
EXECUTIVE COMPENSATION PEER GROUP ~~Outstanding Equity Awards at December 31, 2019~~	4834
ROLE OF MANAGEMENT IN EXECUTIVE COMPENSATION DECISIONS ~~Shares Vested~~	4934
COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM ~~Equity Compensation Plan Information~~	4934
SAY-ON-PAY RESULTS AND CONSIDERATION ~~Potential Payments Upon Termination or Change in Control~~	5039
EMPLOYMENT AGREEMENTS ~~CEO Pay Ratio~~	5339
COMPANY POLICIES ~~Compensation Policies and Risk Management~~	5439
CONSIDERATION OF CERTAIN TAX EFFECTS ~~401(k) Plan~~	5540
COMPENSATION COMMITTEE REPORT ~~Compensation Committee Interlocks and Insider Participation~~	5541
EXECUTIVE COMPENSATION	42
GRANTS OF PLAN-BASED AWARDS	43
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020	43
SHARES VESTED	44
EQUITY COMPENSATION PLAN INFORMATION	45
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	45
CEO PAY RATIO	48
COMPENSATION POLICIES AND RISK MANAGEMENT	48
401(K) PLAN	49
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	49

TABLE OF CONTENTS

			Page
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF AMENDMENT AND THIRD RESTATED DECLARATION OF TRUST, AS AMENDED, TO CHANGE THE NAME OF THE COMPANY FROM INVESTORS REAL ESTATE TRUST TO CENTERSPACE			50
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2015 INCENTIVE PLAN			5651
PROPOSAL 4:5: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			6959
ACCOUNTING AND AUDIT COMMITTEE MATTERS			7060
REPORT OF THE AUDIT COMMITTEE			7161
SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS			7362
HOUSEHOLDING OF PROXY MATERIALS			7463
COMMUNICATING WITH ~~IRET~~ CENTERSPACE			7463
OTHER MATTERS			7564
APPENDIX A:A NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS			A-1
APPENDIX ~~B: IRET~~B FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED DECLARATION OF TRUST OF INVESTORS REAL ESTATE TRUST			B-1
APPENDIX C FIRST AMENDMENT TO AMENDED AND RESTATED 2015 INCENTIVE PLAN			~~B-1~~C-1

TABLE OF CONTENTS

~~Table of Contents~~

INVESTORS REAL ESTATE TRUST

~~1400 31st Avenue~~

DOING BUSINESS AS CENTERSPACE

3100 10^th St SW ~~Suite 60~~

P.O. Box 1988

Minot, ND 58702-1988

Telephone: (701) 837-4738

Fax: (701) 838-7785

PROXY STATEMENT Q&A FOR ~~2020~~2021 ANNUAL MEETING OF SHAREHOLDERS

The Board of Trustees ~~("Board"~~(“Board”) of Investors Real Estate Trust (dba Centerspace), a North Dakota real estate investment trust ("(“we,~~" "us,"~~” “us,” “our,” “Centerspace,” or the ~~"Company"~~“Company”), is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company to be held ~~at the Company's offices located at 800 LaSalle Avenue, Suite 1600, Minneapolis, Minnesota 55402~~virtually on Tuesday, May ~~19, 2020~~18, 2021 at 9:00 a.m., Central Daylight Time, and any ~~postponement~~postponement(s) or ~~adjournment~~adjournment(s) thereof (the ~~"Annual Meeting"~~“Annual Meeting”).

This proxy statement and the accompanying Notice and Form of Proxy are first being mailed or made available on the Internet to shareholders on or about April ~~6, 2020.~~

5, 2021.

QUESTIONS AND ANSWERS ABOUT

THE PROXY MATERIALS AND THE ANNUAL MEETING

How is the Company distributing proxy materials?

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY ~~19, 2020~~

18, 2021

Our Notice of Annual Meeting of Shareholders, the Proxy Statement, and the ~~Company's 2019~~Company’s 2020 Annual Report are available on the following website: www.proxyvote.com

In accordance with Securities and Exchange Commission ~~("SEC"~~(“SEC”) rules, we have elected to mail our proxy materials to the record holders of our common shares while also furnishing our proxy materials to shareholders over the Internet, and we have instructed brokers, banks, and similar intermediary organizations to provide to the beneficial shareholders that hold their common shares in ~~"street name"~~“street name” (other than beneficial shareholders who previously requested printed copy delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials online (the ~~"Notice"~~“Notice”).

If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. If you receive the Notice by mail and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice about how you may request to receive a copy electronically or in printed formfree of chargeon a one-time or ~~on-going~~ongoing basis. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet as we believe electronic delivery will expedite the receipt of materials while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of ~~full sets of~~ materials.

In addition to this proxy statement, our proxy materials include our ~~2019~~2020 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~"Form 10-K"~~“Form 10-K”). Copies of the Form 10-K, as well as other periodic filings by the Company with the SEC, also are

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available in the Investor Relations section of our website ~~(ir.iretapartments.com)~~(ir.centerspacehomes.com) under the tab ~~"Financial~~“Financial Reporting."” The information included in our website is not incorporated herein by reference.

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How can I participate in the virtual 2021 Annual Meeting?

We will be hosting the 2021 Annual Meeting live via the Internet. Shareholders will be able to participate in the 2021 Annual Meeting online via live webcast. Provided below is the summary of the information that you will need to participate in the 2021 Annual Meeting.

Shareholders can participate in the 2021 Annual Meeting via live webcast over the Internet at www.virtualshareholdermeeting.com/CSR2021.

The 2021 Annual Meeting webcast begins at 9:00 a.m., Central Daylight Time. On the day of the Annual Meeting, we recommend that you log into our virtual meeting at least 15 minutes prior to the scheduled start time to ensure that you can access the meeting.

You will need your 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials, to enter the 2021 Annual Meeting.

You may submit questions for the meeting in advance at www.proxyvote.com. Shareholders will also have the ability to vote and submit live questions during the Annual Meeting webcast at www.virtualshareholdermeeting.com/CSR2021. Questions related directly to the 2021 Annual Meeting will be answered during our virtual meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be available in the Investor Relations section of our website (ir.centerspacehomes.com). The questions and answers will be available as soon as practical after the meeting and will remain available until one week after the posting.

Instructions on how to attend and participate in the live webcast, including how to verify stock ownership and vote your shares electronically during the 2021 Annual Meeting, are available at www.virtualshareholdermeeting.com/CSR2021.

Webcast replay of the 2021 Annual Meeting will be available on our website (ir.centerspacehomes.com) as soon as practicable following the meeting.

How does COVID-19 impact the information contained in this Proxy Statement and the ~~Company's~~Company’s business?

Information contained in this Proxy Statement relates to ~~2019~~2020 performance and compensation, ~~neither~~and reflects the impact of ~~which were affected by the COVID-19 pandemic. However,~~ the COVID-19 pandemic ~~could significantly impact our 2020 financial results~~on such performance and compensation ~~outcomes. With~~for the ~~economic uncertainty that lies ahead, it is too early to quantify~~year ended December 31, 2020.

During the ~~financial impact to our business. In~~year ended December 31, 2020, in order to minimize the impact of COVID-19 on our team, residents, and communities, we undertook the following measures (among others) from time to time and in ~~March 2020:~~

•: accordance with applicable governmental regulations and restrictions:

We enacted social distancing practices for our team and within our communities in order to do our part to stop the spread of COVID-19, including encouraging residents to use electronic or phone communication when contacting our staff;

•

We closed ~~all~~and/or limited capacity in common amenity spaces, including on-site fitness centers, community rooms, swimming pools, resident coffee services, and conference facilities ~~until further notice~~ in an effort to support social distancing and comply with governmental regulations;

•

We implemented enhanced cleaning and disinfecting protocols at our communities;

•

We announced that maintenance requests would be completed for essential or emergency services only;

•

We ~~closed~~required masks be worn in our ~~offices to the public, and our leasing is being done on-line and through virtual tours;~~

•

~~We extended the time to pay April 2020 rent;~~

•

offices;

We waived all fees associated with credit card payments;

•

We suspended eviction filings in accordance with government regulations;

•

We offered rental deferment payment plans to residents experiencing financial hardship; and

•

We offered flexible lease renewal terms.

We will continue to take actions necessary to protect our revenue stream, limit our expenses, and maintain our liquidity. Our Board of Trustees is monitoring the impact of the COVID-19 pandemic, and may choose to modify performance goals or incentive compensation awards for 2020 after considering the impact of COVID-19 on our financial performance.

~~What if we cannot hold the Annual Meeting in person due to COVID-19?~~

We intend to hold our Annual Meeting in person. However, we are actively monitoring COVID-19; we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the meeting solely by means of remote

~~Table of Contents~~TABLE OF CONTENTS

~~communication.~~If you are planning to attend our Annual Meeting, please monitor our website at ir.iretapartments.com for updated information in the event the impact of COVID-19 requires alternative arrangements. As always, we encourage you to vote your shares prior to the Annual Meeting.

What proposals will be voted on at the Annual Meeting?

~~Four~~

We anticipate the following five proposals will be voted on at the Annual Meeting:

•

The election of ~~eight~~seven trustees to serve until the ~~2021~~2022 annual meeting of shareholders and until their respective successors are duly elected and qualified;

•

The approval on a non-binding advisory basis of the compensation paid to the ~~Company's~~Company’s named executive officers;

•

The approval of an amendment to the ~~Company's~~Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;

The approval of an amendment to the Amended and Restated 2015 Incentive Plan; and

•

The ratification of the appointment of Grant Thornton LLP as the ~~Company's~~Company’s independent registered public accounting firm for the year ending December 31, ~~2020.~~

2021.

What are the ~~Board's~~Board’s recommendations?

Our Board unanimously recommends that you vote:

•: ~~"FOR"~~

“FOR” the election of ~~eight~~seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified (Proposal 1);

•

~~"FOR"~~

“FOR” the non-binding advisory approval of executive compensation (Proposal 2);

•

~~"FOR"~~

“FOR” the approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace (Proposal 3);

“FOR” the approval of the ~~Company's~~amendment to the Amended and Restated 2015 Incentive Plan (Proposal 3)4); and

•

~~"FOR"~~

“FOR” the ratification of the appointment of Grant Thornton LLP as the ~~Company's~~Company’s independent registered public accounting firm for the year ending December 31, ~~2020~~2021 (Proposal 4)5).

What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Mark O. Decker, Jr. or ~~Theodore C. Cadwell, Jr., or any of them,~~Anne Olson, will have discretion to vote on those matters in accordance with his, her or their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Who is entitled to vote?

Shareholders of record at the close of business on March ~~23, 2020~~22, 2021 (the ~~"Record Date"~~“Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, there were ~~12,149,875~~13,219,845 of our common shares outstanding. Each common share is entitled to one vote on all matters being considered at the Annual Meeting.

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What constitutes a quorum?

The presence at the Annual Meeting, ~~in person~~virtually or by proxy, of the holders of ~~a majority~~thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum. Both abstentions and broker non-votes (as discussed below under ~~"What~~“What vote is required to approve each item?"”) are counted for the purpose of determining the presence of a quorum.

What is the difference between holding shares as a registered shareholder and holding shares in street name?

If your common shares are owned directly in your name with our transfer agent, American Stock Transfer & Trust Company ~~("AST"~~(“AST”), you are considered a registered holder of those common shares.

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If your common shares are held by a broker, bank, or nominee, you hold those common shares in street name. Your broker, bank, or other nominee will vote your common shares as you direct.

How do I vote?

Whether you hold shares as the shareholder of record or in street name, you may direct how your shares are voted without virtually attending the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance of the meeting in order to ensure that your vote is counted.

Shareholders of ~~Record.~~Record. As a shareholder of record, you may vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2021and entering the 16-digit control number included in ~~person at~~our notice of Internet availability of the ~~meeting, send a representative to the meeting with a signed~~ proxy ~~to vote~~materials, on your ~~behalf,~~proxy card or in the instructions that accompanied your proxy materials. Alternatively, you may vote by authorizing a proxy by completing, signing, and dating a proxy card and mailing it in the accompanying pre-addressed envelope in accordance with the instructions included on your proxy card.

Beneficial ("(“Street ~~Name"~~Name”) ~~Shareholders.~~Shareholders. The broker, bank, or similar intermediary that holds your common shares in an account is considered to be the holder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct the intermediary how to vote the common shares held in your account. You may vote by submitting voting instructions to your broker, bank, trustee, or other intermediary in accordance with the Notice, including by submitting a voting form provided to you by such intermediary. IfAlternatively, you ~~wish to~~may vote atduring the ~~meeting, you must obtain a legal~~Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2021 and entering the 16-digit control number included in our notice of Internet availability of the proxy ~~issued~~materials, on your proxy card or in the instructions that accompanied your ~~name from the broker, bank or nominee that holds your common shares giving you the right to vote the common shares.~~proxy materials. You can ensure your vote is cast at the meeting by completing, signing, dating, and returning your proxy card or voting form. Your vote will be cast in accordance with the instructions included on a properly signed and dated proxy card or voting form.

If you do not return a signed proxy card or voting form (or, if you are a beneficial owner, otherwise submit your vote in accordance with the instructions provided in the Notice) or virtually attend the Annual Meeting ~~in person or by representative~~ and vote, no vote will be cast on your behalf. The proxy card indicates on its face the number of common shares registered in your name on the Record Date, which corresponds to the number of votes you will be entitled to cast at the meeting on each proposal.

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You are urged to follow the instructions on your proxy card or your Notice and voting form, as applicable, to indicate how your vote is to be cast. If you return your signed proxy but do not indicate your voting preferences, your common shares will be voted on your behalf as follows:

•: ~~"FOR"~~

“FOR” the election of ~~eight~~seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified (Proposal 1);

•

~~"FOR"~~

“FOR” the non-binding advisory approval of executive compensation (Proposal 2);

•

~~"FOR"~~

“FOR” the approval of the amendment to the Amended and Restated 2015 Incentive Plan (Proposal 3)4); and

•

~~"FOR"~~

Can I change my vote or revoke my proxy?

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. ~~Attendance at~~Virtually attending the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or ~~you~~ vote ~~by written ballot at~~during the Annual ~~Meeting.~~ Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2021 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

If you are a beneficial owner, you may change your vote by submitting new voting instructions (including a voting form) to your broker, bank or nominee, or ~~if you have obtained a legal~~vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2021 and entering the 16-digit control number included in our notice of Internet availability of the proxy ~~from~~materials, on your ~~broker, bank,~~proxy card or ~~nominee giving you~~in the ~~right to vote~~instructions that accompanied your ~~common shares, by attending the meeting and voting in person.~~

proxy materials.

~~Table of Contents~~

What vote is required to approve each item?

~~Proposal~~			~~Voting Options~~		~~Vote Required to Adopt the Proposal~~		~~Effect of Abstentions~~		~~Effect of Broker Non-Votes~~⁽¹⁾

					Proposal			Voting Options			Vote Required to Adopt the Proposal			Effect of Abstentions	Effect of Broker Non -Votes⁽¹⁾
1.		1. Election of ~~trustees~~Trustees		For, against or abstain on each nominee			The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy			Same as Against Vote			No effect
2.
	2. Advisory vote to approve the ~~Company's~~Company’s executive compensation (say-on-pay)		For, against, or abstain			The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy			Same as Against Vote			No effect
3.
	3. Approval of an amendment to ~~adopt~~ the ~~Amended~~Company’s Articles of Amendment and Third Restated ~~2015 Incentive Plan~~Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace		For, against, or abstain			The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy			Same as Against Vote			No effect
4.		~~Ratification~~
	4. Approval of an amendment to the ~~Appointment of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2020~~Amended and Restated 2015 Incentive Plan		For, against, or abstain			The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy			Same as Against Vote			No effect

	5. Ratification of the Appointment of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021		For, against, or abstain			The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy			Same as Against Vote			Not applicable

(1)	If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on Proposal No. 5, but not for any of the other proposals.

~~(1)~~: If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on Proposal No. 4, but not for any of the other proposals.

If your common shares are held in ~~"street~~street name," and you do not instruct the broker as to how to vote these shares on Proposal 1, 2, 3 or 3,4, the broker may not exercise discretion to vote for or against those proposals. This would be a ~~"broker~~“broker non-vote,"” and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 4,5, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction.Please instruct your bank or broker so your vote can be counted.

Is cumulative voting permitted for the election of trustees?

No. The ~~Company's~~Company’s Declaration of Trust and Bylaws do not permit cumulative voting at any election of trustees.

How are proxies solicited?

The Company will pay for the expenses of soliciting proxies. ~~Employees,~~The Company engaged Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902 (“Morrow Sodali”) to assist with the solicitation of proxies. The Company will pay Morrow Sodali a fee of approximately $8,000 plus reimbursement of out-of-pocket expenses and disbursements (which we anticipate to be approximately $6,000), with the final amount of such disbursements depending on the level of services actually provided. Trustees, officers, and ~~trustees~~employees of the Company may, without additional compensation, solicit ~~proxies.~~proxies by mail, email and/or telephone. In addition, we will, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of common shares.

What is householding?

The SEC has adopted rules that allow a company to deliver a single ~~Notice~~notice or set of proxy materials to an address shared by two or more of its shareholders. This method of delivery, known as ~~"householding,"~~“householding,” permits us to realize ~~significant~~ cost savings and reduces the amount of duplicate

~~Table of Contents~~

information shareholders receive. For notices sent to shareholders sharing a single address, we are sending only one set of proxy materials (or one Notice, if applicable) to that address unless we have received contrary instructions from a shareholder at that address. Any shareholders who object to, or wish to begin, householding or who wish to receive just one set of materials (rather than multiple copies) in the future may notify the Secretary orally or in writing at the telephone number or address set forth herein. We will deliver promptly an individual copy of the proxy materials (or one Notice, if applicable) to any shareholder who revokes its consent to householding upon our receipt of such revocation.

How do I find out the voting results?

We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC on or before May ~~26, 2020.~~24, 2021. The Form 8-K will be available at our website ~~(ir.iretapartments.com)~~(ir.centerspacehomes.com) under the tab ~~"Financial Reporting —~~ “Financial Reporting—SEC ~~Filings"~~Filings” and on the ~~SEC's~~SEC’s website at http://www.sec.gov.

What do I need to do if I would like to attend the Annual Meeting?

~~If you~~

You will be able to attend the 2021 Annual Meeting, vote and submit your questions during the Annual Meeting ~~you will be asked to present photo identification, such as a driver's license, when you arrive. If you hold~~via live webcast by visiting www.virtualshareholdermeeting.com/CSR2021 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your ~~common shares~~proxy card or in ~~"street name," typically through a brokerage account, you also will need proof of ownership to be admitted to~~ the ~~Annual Meeting. A recent brokerage statement or a letter from~~instructions that accompanied your ~~bank or broker are examples of proof of ownership. If you want to vote your common shares held in street name in person at the meeting, you must bring with you a legal~~ proxy ~~in your name from the broker, bank or other nominee that holds your common shares.~~

~~For directions to the Annual Meeting, you may visit our website at www.iretapartments.com or call us at (701) 837-4738.~~

materials.

What is the deadline for shareholder proposals for the ~~2021~~2022 Annual Meeting?

The deadline for submitting a shareholder proposal for inclusion in the proxy materials to be distributed by the Company in connection with the ~~2021~~2022 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”), is December ~~7, 2020.~~6, 2021 (120 days prior to the anniversary of the mailing date of this Proxy Statement). Such proposals must comply with SEC regulations under Rule 14a-8 of the Exchange Act regarding the inclusion of shareholder proposals in company-sponsored proxy materials.

In addition, our Bylaws contain additional advance notice requirements for shareholders who wish to present a proposal, including shareholder nominees for election to the Board, before an annual meeting of shareholders (and not pursuant to Rule 14a-8 of the Exchange Act). According to our Bylaws, nominations of individuals for election to our Board at an annual meeting and the proposal of other business to be considered by shareholders must be made not less than 90 days nor more than 120 days prior to the first anniversary of the date our proxy statement is released to shareholders for the prior ~~year's~~year’s annual meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these Bylaw provisions (and not pursuant to Rule 14a-8 of the Exchange Act) must be received no earlier than January ~~19, 2021~~18, 2022 and no later than February ~~18, 2021.~~17, 2022. A ~~shareholder's~~shareholder’s notice must set forth the information required by our Bylaws with respect to each shareholder proposal.

All notices of proposals by shareholders, whether or not intended to be included in the ~~Company's~~Company’s proxy materials, should be sent to Investors Real Estate Trust, dba Centerspace, c/o Secretary, ~~1400 31~~3100 10^stth ~~Ave.~~St SW, ~~Suite 60,~~P.O. Box 1988, Minot, ND, ~~58702.~~58702-1988.

Nominees

The following table sets forth the names of and biographical information regarding each of the nominees, including their age as of ~~April 1,~~December 31, 2020, principal occupation, the year they each first became a trustee, their current Board committee memberships and the experience, qualifications, attributes and skills that have led the Board to conclude that they should serve as a trustee of the Company.

Jeffery P. Caira Chair

Former Director—Co-Portfolio Manager with AEW Capital Management

Jeffrey P. Caira has served as a trustee of the Company since June 23, 2015, and as Chair of the Board since April 27, 2017. Mr. Caira has over 35 years of experience in the real estate industry. From 2003 to 2013, he served in various positions at AEW Capital Management, lastly as Director—Co-Portfolio Manager of the North American Diversified Strategy, a multi-billion dollar real estate securities portfolio, before retiring.

Prior to that, Mr. Caira served as a Vice President-Portfolio Manager and Senior Analyst for Pioneer Investment Management, Inc. from 2000 to 2003, managing the U.S. real estate sector fund; and Vice-President—Senior Equity Research Analyst for RBC Dain Rauscher, Inc. (formerly Tucker Anthony) from 1998 to 2000, covering equity REITs. Mr. Caira graduated from the University of Notre Dame with a BBA and holds an MBA from the Kellogg School of Management. He is a licensed real estate broker in the Commonwealth of Massachusetts.

Mr. Caira brings the following experience, qualifications, attributes, and skills to the Board: general business management, portfolio management, portfolio valuation and analysis of public securities and real estate, capital markets, investment banking, finance, strategic planning, property management and property acquisition experience from his over 35 years in the real estate industry; insight into governance and management best practices from over ten years of serving on boards of various non-profit organizations; and extensive business and personal contacts in the real estate and investment banking fields.

2015

Independent Chair

of the Board of

Trustees; Audit

Michael T. Dance

Former Chief Financial Officer of Essex Property Trust, Inc. (NYSE: ESS)

Michael T. Dance has served as a trustee of the Company since April 19, 2016. Mr. Dance has over 23 years of real estate industry experience and over 35 years of accounting and finance experience. From 2005 until he retired in late 2015, Mr. Dance served as Executive Vice President and Chief Financial Officer of Essex Property Trust, Inc., an S&P 500 company and publicly traded REIT that acquires, develops, redevelops, and manages multifamily residential properties in select West Coast markets. From 2002 to 2005, Mr. Dance was an independent consultant providing Sarbanes-Oxley compliance consultation and litigation support and served as an adjunct Professor for the University of California at Berkeley, Haas School of Business. Mr. Dance began his career at KPMG in 1978 and was a partner from 1990 to 2002. Mr. Dance received his Bachelor’s degree in Economics from California State University, East Bay, and is a Certified Public Accountant (retired).

Mr. Dance brings the following experience, qualifications, attributes and skills to the Board: general business management, corporate governance and finance and strategic planning experience from his executive-level position with a publicly traded REIT; real estate industry investment, development, acquisition, disposition, marketing, and management experience from his over 23 years in the real estate industry; accounting and public reporting experience; and extensive business and personal contacts in the real estate industry.

2016

Independent Trustee;

Audit, Compensation

Mark O. Decker. Jr.

President, Chief Executive Officer, and Chief Investment Officer of the Company

Independent Director of Alpine Income Property Trust, Inc. (NYSE: PINE)

Mark O. Decker, Jr. has served as a trustee of the Company since April 27, 2017, and has been employed by the Company since August 5, 2016. Mr. Decker has been the Company’s President and Chief Investment Officer since August 5, 2016 and was also appointed as the Company’s Chief Executive Officer on April 27, 2017. For the two decades prior to joining Centerspace, Mr. Decker was an investment banker and spent the majority of that time serving the real estate industry as a senior banker at several firms with a focus on growth and transformational transactions for public real estate owner/operators, lodging companies and real estate services firms. Immediately prior to joining our company Mr. Decker served as the Managing Director and U.S. Group Head of Real Estate Investment and Corporate Banking at BMO Capital Markets.

Mr. Decker received a Bachelor’s degree in History from the College of William & Mary. In addition, Mr. Decker is a Trustee for Alpine Income Property Trust (NYSE:PINE) and is actively involved with several industry groups including the National Multihousing Council, Urban Land Institute, and Nareit.

Mr. Decker brings the following experience, qualifications, attributes and skills to the Board: capital markets and strategic planning experience from his 16-year career as a real estate investment banker; familiarity with the various real estate markets in which the Company operates through his service as an executive with the Company; and extensive contacts through his years in the real estate and finance industries.

2017

Executive Trustee;

None

Emily Nagle Green

Former CEO of Smart Lunches, Inc.

Independent Director of Casella Waste Systems (NASDAQ: CWST), Volta Networks, and privately-held Lee Kennedy Company

Emily Nagle Green has served as a trustee of the Company since February 15, 2018. Ms. Green has a wealth of experience leading companies that have developed innovative technologies for businesses and consumers alike. She has served as CEO for three separate companies, including Smart Lunches, Inc., a venture-backed start-up providing online ordering and delivery for school lunches, for which she served as CEO from 2012-2016 and raised four rounds of capital, helped to build an award-winning technology platform, and scaled the business to serve 300 schools in 9 states. Prior to that, she served as CEO for two private- equity-backed research firms from 2005-2011: Yankee Group and Cambridge Energy Research Associates (CERA). She also led consumer technology research at Forrester Research, Inc., where she built the then-largest consumer technology research panel, serving executives at dozens of Fortune 1000 firms seeking to meet consumer needs in a fast-changing technology environment. She also coaches first-time CEOs and is the author of “ANYWHERE: How Global Connectivity is Revolutionizing the Way We Do Business” (McGraw-Hill 2010). Ms. Green received a Bachelor’s degree in linguistics from Georgetown University and a Master’s degree in Artificial Intelligence and Computer Graphics from the University of Pennsylvania.

Ms. Green brings the following experience, qualifications, attributes and skills to the Board: executive leadership and management, general business management, application of technology, corporate governance, strategic planning experience from serving as CEO of three companies, and management best practices from her years of advising CEOs and boards of various companies and non-profit organizations.

2018

Independent Trustee;

Nominating and

Governance (Chair);

Linda J. Hall

Entrepreneur-in-Residence, Carlson School of Management, University of Minnesota

Independent Director of DentaQuest

Linda J. Hall, Ph.D., has served as a trustee of the Company since September 21, 2011. Since 2008, Ms. Hall has been a volunteer Entrepreneur-in-Residence at the Carlson School of Management, University of Minnesota. Ms. Hall has more than 40 years of executive experience in the manufacturing and service sectors, including healthcare, venture capital financing, employee benefits, and teaching. During her career, she has launched 20 start-up companies as an executive, director, or consultant, including three inside $1 billion plus companies.

Ms. Hall also has 25 years of experience serving on the boards of privately-held and public reporting companies in the United States and Europe, including serving as the chair of compensation, compliance, governance, and nominating committees and as a member of audit committees. Ms. Hall currently serves on the boards of DentaQuest, Children’s Minnesota, and Martell Diagnostic Laboratories. She previously served on the boards of four publicly held companies: Amedisys (NASDAQ: AMED) from 2013 to 2019, Health Fitness Corporation (NASDAQ: HFIT) from 2001 until it was acquired in 2010, MTS Systems Corporation (NASDAQ: MTS) from 1995 to 2006, and August Technology (NASDAQ: AUGT) from 2002 until it was acquired in 2006. She also served on the Ascension Ventures board from 2011 to 2018, and previously served on the board of a privately-held European company, Laastari/ R Clinic, from 2010 to 2015. She is a Phi Beta Kappa graduate of the University of Michigan and received a master’s degree in Psychology from the University of Michigan, a master’s degree in Social Work from the University of Minnesota, and a Ph.D. in Education Administration from the University of Minnesota.

Ms. Hall brings the following experience, qualifications, attributes and skills to the Board: general business management, marketing strategy and strategic planning experience from her executive-level positions with public and private companies, and extensive experience with corporate governance and compensation practices from her service on numerous non-profit, private, and public company boards of directors.

2011

Independent Trustee;

Compensation

(Chair); Nominating

and Governance

John A. Schissel

President and Chief Financial Officer for Carr Properties, LLC, a privately held REIT

John A. Schissel has served as a trustee of the Company since April 19, 2016. He has over 30 years of experience collectively in the capital markets and as an executive for both public and private real estate company platforms. From December 2015 to the present, Mr. Schissel has served as the President and Chief Financial Officer for Carr Properties, LLC, a privately held REIT focused on the ownership, development, acquisition and management of best-in-class office properties in the Washington, DC and Boston, MA markets. In his role he oversees the Company’s Accounting, Finance, Human Resources, Operations, and Technology functions. Mr. Schissel served as the Executive Vice President and Chief Financial Officer of Invitation Homes, the nation’s largest owner and operator of single-family rental homes from 2014 to 2015; and Executive Vice President and Chief Financial Officer of BRE Properties, Inc., a NYSE listed multifamily REIT based on the West Coast, from 2009 to 2014. His career experience also includes serving in Wachovia Securities’ Real Estate Investment Banking Group. He received his Bachelor of Science degree in Business Administration with a concentration in finance from Georgetown University.

Mr. Schissel brings the following experience, qualifications, attributes and skills to the Board: corporate finance, capital markets, investment banking, executive management, and strategic planning experience; public company executive management, accounting, and reporting experience from serving as CFO of two publicly-traded REITs; real estate industry investment, development and management experience from his over 30 years in the real estate industry; and his extensive business and personal contacts in the real estate industry.

2016

Independent Trustee;

Compensation

Mary J. Twinem

Former Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc.

Independent director of Valvoline, Inc. (NYSE: VVV) and Medica Holding Company, a multi state health insurance company.

Mary J. Twinem has served as a trustee of the Company since February 15, 2018. Ms. Twinem retired in 2016 after two decades as the Executive Vice President and Chief Financial Officer for Buffalo Wild Wings, Inc.

Ms. Twinem managed the functional areas of Financial Reporting, Financial Planning and Analysis, Information Systems, Investor Relations, Supply Chain and Philanthropy for Buffalo Wild Wings and its over 1,100 company-owned and franchised Buffalo Wild Wings, PizzaRev, and R Taco restaurants in the United States and 4 countries worldwide.

Ms. Twinem has over 30 years of experience in accounting, financial reporting, and income tax preparation, including seven years in public accounting where she assisted primarily small businesses. From 1989 to 1994, she worked for Dahlberg/Miracle-Ear, the manufacturer and franchisor of Miracle-Ear hearing aids, ultimately becoming the company's Controller. In 1995, Twinem joined Buffalo Wild Wings as Controller and was promoted to Chief Financial Officer in 1996. In Twinem's over 20 years with Buffalo Wild Wings, she established the financial framework to grow the company from 35 to over 1,100 restaurants, with system-wide revenue of $3.8 billion in 2016. She was instrumental in securing both debt and private equity financings, ultimately leading the company through one of the most successful Initial Public Offerings of 2003. Ms. Twinem was named one of the “Top Women in Finance” in Minnesota by the Finance and Commerce publication in 2004 and inducted into their Circle of Excellence in 2010, and was a 2009 finalist for “CFO of the Year” by Minneapolis-St. Paul Business Journal.

Ms. Twinem received a B.S. in Accounting from the University of Wisconsin-Platteville in 1982 and became a Certified Public Accountant in 1984. She serves on the board of directors of Medica Holdings Company, the non-profit family of companies that

2018

Independent Trustee;

Audit (Chair)

include Medica Health Plans, and serves as their audit committee chair. She was named to the board of directors and audit committee of Valvoline, Inc., a 150-year old brand that became a NYSE-listed public company in 2016, and serves as their compensation committee chair. She joined the board of trustees for Centerspace in February 2018 and serves as audit committee chair. She qualifies as an audit committee financial expert as defined for publicly-traded companies. She previously served on the non-profit boards of Hospitality Minnesota Education Foundation and the Boys & Girls Clubs of the Twin Cities.

Ms. Twinem brings the following experience, qualifications, attributes, and skills to the Board: general business management; financial planning and analysis; business-to-consumer insights; investor relations; and supply chain management. Ms. Twinem also brings public company financial reporting expertise and executive management experience gained from her more than 20 years of service as the CFO and as an executive officer of Buffalo Wild Wings.

CORPORATE GOVERNANCE AND BOARD MATTERS

~~IRET's~~

Centerspace’s management and Board of Trustees aspire to be good stewards of the shareholder investment entrusted to ~~IRET.~~the Company. Sound corporate governance is critical to retaining the trust of investors and to ~~IRET's~~the Company’s commitment to continue to operate with the highest standards of integrity. Certain highlights from ~~IRET's~~the Company’s corporate governance policies and practices are set forth below. Our Governance Guidelines also can be found on our website at http://~~ir.iretapartments.com~~ir.centerspacehomes.com under ~~"Corporate Overview —~~ “Corporate Overview—Corporate Governance."

”


Supermajority Independent Board		Independent Standing Committees and Lead Independent Director
~~Supermajority Independent Board~~			~~Independent Standing Committees and Lead Independent Director~~		Regular Access to and Involvement with Management

	The only member of management who serves on the Board is the ~~Company's~~Company’s President and CEO. ~~Seven~~Six of the ~~eight~~seven nominees for the Board, or ~~87.5%~~85.7%, are independent.			Only independent trustees serve on the standing committees, including Audit, Compensation, and Nominating and Governance.		In addition to regular access to management during Board and committee meetings, the independent trustees have ongoing, direct access to members of management and to the ~~Company's~~Company’s business.


Board Refreshment	Engaged Board		Stockholder Engagement
~~Board Refreshment~~		~~Engaged Board~~		~~Stockholder Engagement~~

Trustees of varying tenures and perspectives serve on the Board, with new trustees joining the Board every ~~few years, including two new trustee nominees and one trustee retirement in calendar year 2018.~~several years.		In addition to regular access to management, the independent trustees meet at least quarterly, including in executive session, and receive written updates from the CEO at least monthly.		Under the direction of the Board, the Company regularly engages with shareholders on governance, pay, and business matters.

No Pledging or Hedging of Shares	Majority Voting with a Resignation Policy	Related Party Transactions

The Company prohibits trustees and executive officers from entering into pledging or hedging transactions involving Company securities and from holding Company securities in margin accounts or pledging such securities as collateral for loans.	Since inception, the ~~Company's~~Company’s trustees have been elected annually, and the Company requires its trustees to be elected by a majority vote.	The Company maintains a related party transaction policy to ensure that potential conflicts of interests are addressed and that the ~~Company's~~Company’s decisions are based on considerations only in the best interests of the Company and its shareholders.


Risk Assessment	No Interlocking Directorships		Term Limits
~~Risk Assessment~~		~~No Interlocking Directorships~~		~~Term Limits~~

The Board conducts an annual risk assessment that focuses on the key risks facing the Company.		No Company trustee or member of management serves on a Board or a compensation committee of a company at which a Company trustee is also an employee.		Rather than impose arbitrary limits on service, the Company regularly (at least annually) reviews each ~~trustee's~~trustee’s continued role on the Board and considers the need for periodic Board refreshment.


Regular Self-Evaluations		Mandatory Retirement
~~Regular Self-Evaluations~~			~~Mandatory Retirement~~		Separation of Chair and CEO

	The Board and its committees conduct annual self-evaluations.			The ~~Company's~~Company’s Governance Guidelines require that trustees must be less than 74 years of age upon the date of the annual meeting at which such trustee is elected or re-elected.		The ~~Company's~~Company’s governance guidelines provide that the positions of Board Chair and CEO should be held by separate persons. The Board is led by an Independent Chair.


Environmental		Social Responsibility
~~Environmental~~			~~Social Responsibility~~		Annual Review of Charters and Key Policies

	The Nominating & Governance Committee has oversight of the ~~Company's~~Company’s environmental, social and governance (ESG) initiatives. The Company is committed to creating a diverse, sustainable and environmentally responsible organization. In May 2020, the Company published its inaugural ESG report, which can be found on our website at www.centerspacehomes.com.			In ~~2019,~~2020, the Company provided more than ~~$43,000~~$52,000 of financial support for over 25 organizations benefiting the communities in which we operate. During our Juneteenth fundraiser in June 2020, our Team Members donated over $14,000 to two Minneapolis charities. We also provided paid time off that allowed our team members to ~~provide~~contribute over ~~625~~648 volunteer hours in our communities. We and our team members overall donated more than ~~$14,500~~$7,500 to Team Hope, our emergency fund for team members in need.		The Board and each standing committee reviews its charter annually, along with the ~~Company's~~Company’s Governance Guidelines, Code of Conduct, Code of Ethics for Senior Financial Officers, Insider Trading Policy, and Whistleblower Policy.

~~Table of Contents~~TABLE OF CONTENTS

Attendance at Board and Committee Meetings

All trustees are expected to attend each meeting of the Board and the committees on which they serve. During ~~2019,~~2020, the Board held ~~nine~~twelve meetings, the Audit Committee held ~~four~~five meetings, the Compensation Committee held ~~four~~seven meetings, and the Nominating and Governance Committee held four meetings. No trustee nominee named in the Proxy Statement attended fewer than 75% of the meetings of the Board and the committees on which he or she served during the past year. Trustees are not required to attend the Annual Meeting, but the following Trustees attended the ~~2019~~virtual 2020 Annual Meeting of Shareholders: Mr. Caira (Chair) ~~and~~, Mr. Decker (CEO), Ms. Twinem, ~~in person, and~~ Ms. Green, Mr. Maxwell, and Mr. ~~Schissel via teleconference.~~

Schissel.

Trustee Independence

The Board of Trustees determined that each of Jeffrey P. Caira, Michael T. Dance, Emily Nagle Green, Linda J. Hall, Terrance P. Maxwell, John A. Schissel, and Mary J. Twinem qualified as an ~~"independent trustee"~~“independent trustee” in accordance with the NYSE listing standards (the ~~"Standards"~~“Standards”). Under the Standards, no trustee of the Company will qualify as independent unless the Board of Trustees has affirmatively determined that the trustee has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Standards specify certain relationships that are deemed to preclude a finding of independence, including, for example, employment by the Company or engaging in certain business dealings with the Company. In making these determinations, the Board reviewed and discussed information provided by the trustees and the Company with regard to each ~~trustee's~~trustee’s business and personal activities as they may relate to the Company and the ~~Company's~~Company’s management.

Each member of the Audit Committee qualifies as ~~"independent"~~“independent” under the Standards and the ~~NYSE's~~NYSE’s enhanced standards for members of audit committees established by the Securities and Exchange Commission ~~("SEC"~~(“SEC”) and the NYSE. Each member of the Compensation Committee qualifies as ~~"independent"~~“independent” under the enhanced standards for members of compensation committees established by the SEC and the NYSE.

Board Leadership Structure

As described above, the Chair of the Board, Mr. Caira, is an independent trustee under the Standards. Mr. Caira has served as Chair of the Board since April 27, 2017. According to our Governance Guidelines, the Company generally should maintain a Board leadership structure in which the roles of Chief Executive Officer and Chair of the Board are separate and the Chair of the Board is independent under the Standards. The separation of offices allows the Chair of the Board to focus on management of Board matters and allows the Chief Executive Officer to focus his attention on managing the ~~Company's~~Company’s business. Additionally, the Company believes the separation of offices ensures the objectivity of the Board in its management oversight role, specifically with respect to reviewing and assessing the Chief Executive ~~Officer's~~Officer’s performance.

Board Committees

The standing committees help the Board to more effectively direct and review the ~~Company's~~Company’s operations and strategic outlook. In addition, the committees allow management to respond timely to factors affecting the ongoing operations of the Company. Management regularly consults with committee chairs to review possible actions and seek counsel. Where appropriate, the Board delegates authority to committees (within specified parameters) to finalize the execution of various Board functions.

~~Table of Contents~~

The Board has established the following standing committees: Audit, Compensation, and Nominating and Governance.

Audit Committee

The Audit Committee is composed of three trustees, all of whom are independent. Information regarding the functions performed by the Audit Committee is set forth below. The Audit Committee is governed by a written charter that has been approved by both the Audit Committee and the Board. The Audit Committee annually reviews and assesses the adequacy of its charter.

The Board has determined that ~~Mr. Dance,~~Ms. Twinem, the Chair of the Audit Committee, and Mr. Caira and ~~Ms. Twinem,~~Mr. Dance, members of the Audit Committee, are all ~~"audit~~“audit committee financial experts,"” as that term is defined in applicable SEC rules.


	Committee
~~Committee~~		Key Responsibilities		Members	~~Members~~
	Audit Committee	•	•	Oversees the ~~Company's~~Company’s accounting and financial reporting processes and audits of its financial statements, including the integrity of the financial statements.		Mary J. Twinem (Chair) Jeffrey P. Caira Michael T. Dance

		•		Directly responsible for the appointment, compensation, and oversight of the independent auditors.

		•		Reviews the scope and overall plans for, and results of, the annual audit and internal control over financial reporting.			~~Michael T. Dance (Chair)~~ ~~Jeffrey P. Caira~~ ~~Mary J. Twinem~~

		•		Reviews the responsibilities, staffing, budget, design, implementation, and results of the internal audit function.

		•		Consults with management and the independent auditor with respect to the ~~Company's~~Company’s processes for risk assessment and enterprise risk management.

		•		Reviews and approves the ~~Company's~~Company’s policy for the pre-approval of audit and permitted non-audit services by the independent auditors as well as any services provided pursuant to such policy.

		•		Reviews and discusses with management and the independent auditor quarterly earnings releases prior to their issuance and quarterly reports on Form 10-Q and annual reports on Form 10-K prior to their filing.

		•		Reviews with management the scope and effectiveness of the ~~Company's~~Company’s disclosure controls and procedures.

		•		Meets regularly with members of the ~~Company's~~Company’s management and with the independent auditor, including periodic meetings in executive session.

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Compensation Committee

The Compensation Committee is composed of three trustees, all of whom are independent. Information regarding the functions performed by the Compensation Committee is set forth below. The Compensation Committee is governed by a written charter that has been approved by both the Compensation Committee and the Board. The Compensation Committee annually reviews and assesses the adequacy of its charter.


	Committee
~~Committee~~		Key Responsibilities		Members	~~Members~~
	Compensation Committee	•	•	Provides for succession planning for the executive officers, with particular focus on CEO succession.		Linda J. Hall (Chair) Michael T. Dance John A. Schissel

		•		Oversees the goals and objectives of the ~~Company's~~Company’s executive compensation plans.

		•		Annually evaluates the performance of the CEO, including reviewing, setting, and approving goals and objectives for the CEO and, together with the other independent trustees, determines the ~~CEO's~~CEO’s compensation.			~~Linda J. Hall (Chair)~~ ~~Emily N. Green~~ ~~John A. Schissel~~

		•		Annually reviews and approves the evaluation process for the CEO and the other executive officers and reviews the ~~CEO's~~CEO’s decisions with respect to compensation of the other executive officers.

		•		Makes recommendations to the Board regarding incentive compensation plans and equity-based plans and approves any equity compensation.

		•		Periodically reviews and approves any employment agreements, severance arrangements, or change in control agreements and provisions for the ~~Company's~~Company’s executive officers.

		•		Receives periodic reports on the ~~Company's~~Company’s compensation programs, 401(k) plan options and matching contributions, and employee health care benefits.

		•		Considers the results of shareholder advisory votes on executive compensation in connection with the review and approval of executive officer compensation.

		•		Reviews and discusses the Compensation Discussion & Analysis and Compensation Committee Report with management.

		•		Periodically reviews the goals and objectives of the ~~Company's~~Company’s executive compensation plans.

		•		Reviews peer groups and criteria for benchmarking used to assess performance and compensation levels for executive ~~officers.~~
officers

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Nominating and Governance Committee

The Nominating and Governance Committee is composed of three trustees, all of whom are independent. Information regarding the functions performed by the Nominating and Governance Committee is set forth below. The Nominating and Governance Committee is governed by a written charter that has been approved by both the Nominating and Governance Committee and the Board. The Nominating and Governance Committee annually reviews and assesses the adequacy of its charter.


	Committee
~~Committee~~		Key Responsibilities		Members	~~Members~~
	Nominating and Governance Committee	•	•	Plans for Board refreshment and succession planning for directors and identifies, recruits, and interviews candidates to fill positions on the Board.		Emily N. Green (Chair) Linda J. Hall Terrance P. Maxwell

		•		Identifies and recommends to the Board individuals qualified to serve on the Board.

		•		Evaluates incumbent trustees to determine whether to recommend them to the Board as nominees for re-election.			~~Emily N. Green (Chair)~~ ~~Linda J. Hall~~ ~~Terrance P. Maxwell~~

		•		Focuses on Board composition and procedures and recommends measures to ensure that the Board reflects the appropriate balance of knowledge, experience, skills, and expertise.

		•		Develops and periodically reviews a set of corporate governance principles applicable to the Company and its management.

		•		Makes recommendations to the Board regarding the size and criteria for membership on the Board and committees.

		•		Oversees a systematic annual evaluation of the Board, committees, and individual directors in an effort to continuously improve the function of the Board.

		•		Considers corporate governance matters that may arise and develops appropriate recommendations.

		•		Oversees the ~~Company's~~Company’s efforts with respect to environmental, social and governance initiatives.

Trustee Nominations

The Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members, as well as the composition of the Board as a whole. This assessment will include ~~members'~~members’ independence, as well as consideration of other skills and characteristics that the Nominating and Governance Committee deems appropriate, in the context of the needs of the Board.

In general, candidates for nomination to the Board are either suggested by Board members or Company employees or located by search firms engaged by the Committee. In accordance with the ~~Company's~~Company’s Bylaws, the Nominating and Governance Committee will also consider trustee nominations from shareholders. Shareholders who wish to recommend individuals for consideration by the Nominating and Governance Committee to become nominees for election to the Board at an annual shareholder meeting may do so by submitting all the materials required under Article III, Section 6(B)

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of the Bylaws to the ~~Company's~~Company’s Secretary at the following address: Investors Real Estate

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Trust, ~~1400 31st Avenue~~dba Centerspace, 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988. Submissions must be received by the Secretary no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the preceding ~~year's~~year’s annual meeting. However, if the Board increases the number of trustees to be elected at an annual meeting but there is no public announcement by the Trust naming all of the nominees for the increased number at least 100 days prior to the first anniversary of the preceding ~~year's~~year’s annual meeting, then submissions, but only with respect to nominees for any new positions created by such increase, ~~shall~~will also be considered timely if received by the Secretary no later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. The Nominating and Governance Committee will not alter the manner in which it evaluates candidates, including consideration of the factors set forth in its charter, based on whether the candidate was recommended by a shareholder or was identified by other means.

The charters for the Audit, Compensation, and Nominating and Governance Committees and the ~~Company's~~Company’s Governance Guidelines are posted on the ~~Company's~~Company’s website at ~~ir.iretapartments.com~~ir.centerspacehomes.com under ~~"Corporate Overview —~~ “Corporate Overview—Corporate Governance."

”

Executive Sessions

The Board holds regular executive sessions at which independent trustees meet without Company management or employees present. Executive sessions are held not fewer than four times per year, at each regularly scheduled Board meeting.

Policy Regarding Diversity

The Company does not have a formal policy regarding diversity of membership of the Board of Trustees. The Nominating and Governance Committee recognizes the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge, and diversity of opinion. The Committee has not attempted to define ~~"diversity"~~“diversity” but seeks to establish a balanced Board with members whose skills, backgrounds, and experience are complementary and, together, cover the spectrum of areas that impact the ~~Company's~~Company’s business.

Board Role in Risk Oversight

Company management is responsible for the day-to-day management of risks the Company faces. The Board is actively involved in overseeing the ~~Company's~~Company’s risk management. The ~~Board's~~Board’s role in the ~~Company's~~Company’s risk oversight process includes receiving regular reports from members of executive management, which include consideration of operational, financial, legal, regulatory, information technology, and strategic risks facing the Company. The Board does not view risk in isolation, as risks are considered in virtually every business decision made and as part of the ~~Company's~~Company’s business strategy. Accordingly, the Board also works to oversee risk through its consideration and authorization of significant matters, such as major property acquisitions and dispositions; development projects; financing transactions; strategic operational initiatives such as the ~~Company's~~Company’s transition to multifamily property focus from diversified property types; the adoption of basic Company policies such as the ~~Company's~~Company’s Code of Conduct and Insider Trading Policy; and its oversight of ~~management's~~management’s implementation of those initiatives. In addition, each of the ~~Company's~~Company’s Board committees considers risk within its area of responsibility, as follows:

•

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in areas of financial risk, internal controls, and compliance with legal and regulatory requirements. The Audit Committee interacts regularly in executive session with the ~~Company's~~Company’s internal and independent auditors in carrying out these functions.

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•: The Compensation Committee oversees the ~~Company's~~Company’s compensation policies and practices to help ensure sound pay practices that do not cause compensation risks to arise that are reasonably likely to have a material adverse effect on the Company.
•

The Nominating and Governance Committee assists in oversight of the management of risks associated with Board organization, membership, and structure.

As a critical part of its risk management oversight role, the Board encourages full and open communication between management and the Board. Trustees are free to communicate directly with executive management. Executive management attends the regular meetings of the Board and is available to address any questions or concerns raised by the Board on risk management-related and other matters.

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~~Sustainability~~

Environmental, Social and Governance (ESG)

The Company is committed to maintaining ~~a sustainable~~an organization that considers its impacts on the environment, our team members, the communities in which we operate, and diverse leadership ~~of our industry~~ following governance best practices. This commitment requires a long-term approach to strategy, and the Board includes ~~sustainability~~ESG considerations in its planning. ~~In 2018, the~~ Board ~~delegated~~ oversight of the ~~Company's environmental, social and governance ("ESG")~~Company’s ESG efforts tois provided by the Nominating and Governance Committee, which approves annual goals related to ESG and receives regular updates from management and the ~~Company's~~Company’s ESG Committee (composed of cross-departmental representatives of the Company) on progress and issues facing the Company. As part of these goals, in 2020 the Company ~~will begin annual reporting~~published its inaugural ESG Report, which can be found on ~~its initiatives, progress, and key performance indicators related to ESG.~~

our website at www.centerspacehomes.com.

The Company is ~~very~~ focused on social responsibility as an employer, industry participant and provider of housing to our residents. In 2011, the Company started Team Hope, which is an internal resource providing financial support to our team members in times of emergency or other need. Financial support is provided through both commitments from the Company and donations from our team members. In ~~2019,~~2020, Team Hope received over ~~$14,500~~$7,500 in donations and provided more than ~~$14,000 in financial assistance~~280 hours of paid time off to our team ~~members.~~members in need. The key values of Service and One Team demonstrated by these commitments is also shown in our corporate sponsorship of more than ~~$43,000~~$52,000 and over ~~625~~648 volunteer hours in ~~2019~~2020 for non-profit and other organizations in the communities in which we operate.

The Company values and seeks to attract and maintain a workforce that is diverse, including diversity in, among other things, ethnicity, race, religion, culture, sex, sexual orientation, gender identity and expression. In 2019 and 2020, the Company has been placed on the prestigious Honor Roll for the Minnesota Census of Women in Corporate Leadership compiled by St. Catherine University. The Honor Roll is comprised of a select group of Minnesota companies with 20 percent or more gender diversity in their executive ranks and on their board of directors.

Code of Conduct and Code of Ethics for Senior Financial Officers

The ~~Company's~~Company’s trustees, officers, and employees are required to comply with a Code of Conduct adopted by the Board. The Board adopted the Code of Conduct to codify and formalize certain of the ~~Company's~~Company’s long-standing policies and principles that help ensure its business is conducted in accordance with the highest standards of moral and ethical behavior. The Code of Conduct covers several areas of professional conduct, including conflicts of interest, insider trading, corporate opportunities, discrimination and confidential information, as well as requiring strict adherence to all laws and regulations applicable to the ~~Company's~~Company’s business. Employees are required to bring any violations and suspected violations of the Code of Conduct to the attention of the Company, through management, or Company legal counsel. Annually, the trustees and management sign acknowledgment forms attesting that they have read the Code of Conduct and understand their responsibilities under the Code of Conduct.

The Chief Executive Officer, Chief Financial Officer, and other senior financial officers performing similar functions are also subject to a Code of Ethics for Senior Financial Officers, adopted by the Board, which contains certain policies regarding financial records; periodic reporting, filings, and other

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communications with the SEC, other regulators, and the public; and compliance with applicable laws, rules, and regulations in the conduct of the ~~Company's~~Company’s business and financial reporting.

The Code of Conduct and Code of Ethics for Senior Financial Officers are posted on the ~~Company's~~Company’s website at ~~ir.iretapartments.com~~ir.centerspacehomes.com under ~~"Corporate~~“Corporate Governance — Corporate Overview."” The Company intends to disclose any future amendments to, or waivers of, the Code of Conduct and the Code of Ethics for Senior Financial Officers on its website promptly following the date of any amendment or waiver, or by other method required or permitted under NYSE rules.

Equity Ownership and Retention Policy

Non-Employee Trustees

Under the ~~Company's~~Company’s Policy Regarding Share Ownership and Retention, as originally adopted on July 1, 2015 and later amended on September 20, 2018 (the amended date being the ~~"Effective Date"~~“Effective Date”), all non-employee trustees are required to own common shares, including shares issued as compensation for Board service, equal to the following:




						Required Ownership Multiple of Annual ~~Annual~~ Base Cash Compensation
		Non-Employee Trustees				4x
		~~Non-Employee Trustees~~				3x

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Trustees are required to satisfy the ownership guidelines within five years following the later of (1) the Effective Date or (2) the date the Trustee was first elected or appointed to the Board. Once the Company certifies that a trustee has met the ownership requirement, future declines in common share value will not impact compliance as long as the trustee continues to own at least the same number of shares the trustee owned at the time the trustee achieved the required ownership level. In addition, trustees are required to retain at least 60% of the shares received as a result of any equity awards granted as compensation to the trustee by the Company until such time as the trustee is no longer a trustee of the Company. The status of share ownership and retention is reviewed annually by the Compensation Committee to ensure compliance.

Ownership includes:

•

shares owned directly by the participant, ~~participant's~~participant’s spouse, and/or children;

•

shares held in a revocable trust for the benefit of the participant, ~~participant's~~participant’s spouse, and/or children;

•

shares owned by an entity in which the participant has or shares the power to vote or dispose of the shares;

•

shares held in a retirement account owned by the participant or ~~participant's~~participant’s spouse; and

•

shares pursuant to an equity award that are to vest within 12 months.

Shares do not include shares pursuant to performance awards that have not yet been earned. The Company intends that equity awards granted by the Company under its equity compensation plans will satisfy the ownership requirements.

Officers

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~~Officers~~

The Policy Regarding Share Ownership and Retention also applies to the Chief Executive Officer, Chief Financial Officer, any other executive vice presidents, any senior vice presidents, and any vice presidents of the Company. The ownership requirements are as follows:




	Required Ownership Multiple of Base Salary

Chief Executive Officer	5x
		5x
Chief Financial Officer	2x
		2x
Other Executive Vice Presidents	2x
		2x
Senior Vice Presidents	1x
		1x
Vice Presidents	~~0.5x~~
		0.5x

Officers are required to satisfy the ownership guidelines within five years following the later of (1) the Effective Date or (2) the date the officer was first appointed or hired as an officer. Promotion to a new office resets the five-year period. Once the Company certifies that an officer has met the ownership requirement, future declines in common share value will not impact compliance as long as the officer continues to own at least the same number of shares the officer had when they achieved the required ownership level. In addition, officers are required to retain at least 60% of the net shares received as a result of any equity awards granted to the officer issued to them by the Company until the ownership requirement is reached, the officer ceases to be an applicable officer, or the officer ceases to be employed by the Company, whichever occurs first. For purposes of this policy, ~~"net shares"~~“net shares” are those vested shares that remain after shares are sold or withheld, as the case may be, to pay any applicable exercise price for the award and to satisfy any tax obligations arising in connection with the exercise, vesting, or payment of the award.

Failure to comply with this policy may result in the requirement that the officer retain 100% of net shares received as a result of any equity awards granted by the Company until the officer has reached the required ownership level. The Company may grant waivers of these requirements where compliance would place a severe hardship on an officer, would prevent an officer from complying with a court order, or in other exceptional circumstances. The status of share ownership and retention is reviewed annually by the Compensation Committee to ensure compliance.

Complaint Procedure

The Sarbanes-Oxley Act of 2002 requires companies to maintain procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The ~~Company's~~Company’s Audit Committee has adopted a complaint procedure that requires the Company to forward to the Audit

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Committee any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters. Any employee of the Company may submit, on a confidential, anonymous basis if the employee so chooses, any concerns on accounting, internal accounting controls, auditing matters, or violations of the ~~Company's~~Company’s Code of Conduct or Code of Ethics for Senior Financial Officers. All such employee concerns may be reported by means of the ~~Company's~~Company’s whistleblower hotline through Lighthouse Services, an independent provider that assists organizations to identify improper activity, or submitted in a sealed envelope to the Chair of the Audit Committee, in care of the ~~Company's~~Company’s General Counsel, who will forward any such envelopes promptly and unopened. The Audit Committee will investigate any such complaints submitted.

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Communications to the Board

The Board recommends that shareholders and other interested parties initiate any communications with the Board in writing. Shareholders and other interested parties may send written communications to the full Board, the non-management trustees, any of the Committees, the Chair, or to any individual trustee c/o the Secretary, Investors Real Estate Trust, ~~1400 31st Avenue~~dba Centerspace, 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988, or via e-mail to ~~trustees@iret.com.~~trustees@centerspacehomes.com. All communications will be compiled by the Secretary and forwarded to the Board, the specified Board committee, or to individual trustees, as the case may be, not less frequently than monthly. This centralized process will assist the Board in reviewing and responding to communications in an appropriate manner. The name of any specific intended Board recipient should be noted in the communication.

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions Policy

The Board has adopted a Related Party Transactions Policy, which sets forth the ~~Company's~~Company’s policies and procedures for the review, approval, or ratification of any related party transaction required to be reported in the ~~Company's~~Company’s filings with the SEC. The policy applies to any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships in which the Company or any of its subsidiaries is a participant, the aggregate amount involved will or may be expected to exceed $120,000 in any year in which a related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). Related parties for this purpose include trustees, trustee nominees, officers, 5% shareholders, and their immediate family members and associated entities.

The Audit Committee must approve any related party transaction subject to this policy before commencement of the transaction. If it is not practicable to wait until the next Audit Committee meeting, the Chair of the Audit Committee has the delegated authority to pre-approve, or ratify, as applicable, any related party transaction in which the aggregate amount involved is expected to be less than $250,000. Related party transactions that are identified as such subsequent to their commencement will promptly be submitted to the Audit Committee or the Chair of the Audit Committee, which ~~shall,~~will, if they determine it to be appropriate, ratify the transaction. The Audit Committee will annually review all ongoing related party transactions and assess whether they remain appropriate. Under the policy, the Audit Committee or its Chair ~~shall~~will approve only those related party transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as determined by the Committee or the Chair in good faith.

Since the beginning of ~~2019,~~2020, there have been no transactions, and there currently are no proposed transactions, in excess of $120,000 between the Company and a related person, in which the related person had or will have a direct or indirect material interest.

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TRUSTEE COMPENSATION

We structure compensation to attract and retain qualified non-management trustees and to further align the interests of non-management trustees with the interests of shareholders. The Compensation Committee annually reviews non-management trustee compensation trends and a competitive analysis of peer company practices prepared by the independent compensation consultant. The Compensation Committee makes recommendations to the Board of Trustees on compensation for our non-management trustees, including their retainers and annual equity awards.

Under the ~~Company's~~Company’s Policy Regarding Share Ownership and Retention, all non-management trustees are required to own common shares, including shares issued as compensation for Board service, equal to three times the non-management ~~trustees'~~trustees’ annual base cash compensation. As of ~~March~~December 31, 2020, all non-management Trustees had met or exceeded these thresholds.

Trustees who are employees of the Company do not receive any separate compensation or other consideration, direct or indirect, for service as a trustee. During ~~2019,~~2020, non-management trustees received the following compensation:

BASE COMPENSATION
		Position:
	~~BASE COMPENSATION~~				Compensation:
	All non-management trustees:
			~~Position:~~			~~Compensation:~~

	~~All non-management trustees:~~			(1) Annual retainer of $40,000;

				(2) A restricted stock unit ~~("RSU"~~(“RSU”) award for an aggregate number of common shares determined by dividing $60,000 by the average closing price per share for the twenty days immediately prior to ~~June 13, 2019,~~May 19, 2020, which will vest if serving on ~~June 13, 2020.~~May 19, 2021. However, if a trustee who had served as a trustee for more than one year retired before ~~June 13, 2020,~~May 19, 2021, the RSU award would be prorated. If a trustee who had less than one year of continuous service departed the Board prior to ~~June 13, 2020,~~May 19, 2021, all such shares would be forfeited. Each of these awards was granted under our Amended and Restated 2015 Incentive Plan.

				(3) As adjustments to their compensation related to the change in the Company's fiscal year-end, each non-management trustee received 116 common shares on May 17, 2019, and the Chair received an additional 49 common shares on November 25, 2019. Each of these awards was granted under our 2015 Incentive Plan and vested immediately.

	~~ADDITIONAL COMPENSATION~~

	~~Position:~~			~~Compensation:~~	ADDITIONAL COMPENSATION
		Position:			Compensation:
	Chair of the Board:			~~$25,000 annual retainer and $25,000 in RSUs~~
				$50,000 annual retainer and $50,000 in RSUs
	Audit Committee Chair:			~~$15,000 annual retainer~~
					$20,000 annual retainer
	Compensation Committee Chair:			~~$10,000 annual retainer~~
					$15,000 annual retainer
	Nominating and Governance Committee Chair:			~~$10,000 annual retainer~~
				$10,000 annual retainer
	Members of the Audit, Compensation, and Nominating and Governance Committees:			~~$6,500 annual retainer for serving on each Committee~~
					$10,000 for Audit committee members $7,500 for Compensation committee members $5,000 for Nominating and Governance committee members

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Trustee Compensation Table for ~~2019~~

2020

The following table shows the total compensation paid to or earned by the individuals who served as non-management trustees for any part of the year ended December 31, ~~2019.~~

2020.

Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Share Awards⁽²⁾⁽³⁾ ($)	Total ($)
Jeffrey P. Caira	92,875	124,814	217,689
Michael T. Dance	57,829	68,080	125,909
Emily Nagle Green	54,488	68,080	122,568
Linda J. Hall	59,125	68,080	127,205
Terrance P. Maxwell	45,375	68,080	113,455
John A. Schissel	47,250	68,080	115,330
Mary J. Twinem	52,808	68,080	120,888

Name
Fees Earned or Paid in Cash⁽¹⁾
($)
Share Awards⁽²⁾⁽³⁾
($)
Total ($)

Jeffrey P. Caira
71,500 97,230 168,730
Michael T. Dance
55,000 68,033 123,033
Emily Nagle Green
56,500 68,033 124,533
Linda J. Hall
56,500 68,033 124,533
Terrance P. Maxwell
46,500 68,033 114,533
John A. Schissel
46,500 68,033 114,533
Mary J. Twinem
46,500 68,033 114,533

(1)	Includes: (i) annual retainers paid to each trustee and (ii) additional retainers paid to the Board Chair, Committee Chairs, and committee members. Does not include reimbursed expenses and dividend equivalents.

(2)

On May 19, 2020, each non-management trustee was granted 1,056 restricted stock units (“RSUs”) (based on $60,000 divided by the 20-day average closing price of a common share prior to May 19, 2020). The chair received an additional 880 RSUs (based on $50,000 divided by the 20-day average closing price of a common share prior to May 19, 2020). These awards will vest in full on May 19, 2021 for those trustees serving on the vesting date. The grant date fair value of the RSUs was $64.47 per RSU.

(3)	As of December 31, 2020, each independent trustee had 1,056 unvested RSUs and our chair, Jeffrey Caira, had an additional 880 unvested RSUs.

~~(1)~~: Includes: (i) annual retainers paid to each trustee and (ii) additional retainers paid to the Board Chair, Committee Chairs, and committee members. Does not include reimbursed expenses and dividend equivalents.
26
~~(2)~~: On June 13, 2019, each non-management trustee was granted 1,014 restricted stock units ("RSUs") (based on $60,000 divided by the 20-day average closing price of a common share prior to June 13, 2019). The chair received an additional 423 RSUs (based on $25,000 divided by the 20-day average closing price of a common share prior to June 13, 2019). These awards will vest in full on June 13, 2020 for those trustees serving on the vesting date. The grant date fair value of the RSUs was $60.25 per RSU. On May 17, 2019, each non-management trustee was granted 116 common shares as an adjustment to their compensation related to the change in our fiscal year end (based on $6,923 divided by the 20-day average closing price of a common share prior to May 17, 2019). The awards vested immediately. On November 25, 2019, our Chair, Jeffrey Caira, was granted 49 common shares as an adjustment to his compensation related to the change in our fiscal year-end. The awards vested immediately. The grant date fair value is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718).
~~(3)~~: ~~As of December 31, 2019, each independent trustee had 1,014 unvested RSUs and our chair, Jeffrey Caira, had an additional 423 unvested RSUs.~~

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of March ~~23, 2020,~~22, 2021, the beneficial ownership of common shares of the Company by (1) each trustee and nominee for trustee of the Company, (2) the named executive officers of the Company, and (3) all trustees and named executive officers of the Company as a group. The amounts shown are based on information provided by the individuals named and Company records. Except as otherwise indicated, the persons listed have sole voting and investment power.


Name of Beneficial Owner⁽¹⁾			Common Shares		Percent of Class⁽²⁾ of Common Shares As of March ~~23,~~22, ~~2020~~
				2021
Mark O. Decker, Jr.
Chief Executive Officer, President, Chief Investment Officer & Trustee	~~25,276~~	32,367⁽³⁾	*	*
John A. Kirchmann
Executive Vice President & Chief Financial Officer	~~12,060~~	14,762⁽⁴⁾	*	*
Anne M. Olson
Executive Vice President, Chief Operating Officer, General Counsel ~~& Secretary~~ &Secretary	~~3,459~~	⁽⁵⁾ 6,478	*	*
Jeffrey P. Caira
Trustee & Chair of the Board	~~13,389~~	16,762	*	*
Michael T. Dance Trustee		8,808		*
Terrance P. Maxwell Trustee	~~6,738~~	7,095	*	*
Emily Nagle Green Trustee		4,700		*
~~Trustee~~	~~2,858~~		*
Linda J. Hall Trustee		8,232		*
~~Trustee~~	~~6,649~~		*
~~Terrance P. Maxwell~~
~~Trustee~~	~~5,025~~		*
John. A. Schissel Trustee		5,967		*
~~Trustee~~	~~3,897~~		*
Mary J. Twinem Trustee		4,790		*
~~Trustee~~	~~2,720~~		*
Trustees and named executive officers as a group(10 individuals)	~~82,071~~		*
	109,961		*

*	Represents less than 1% of common shares outstanding as of March 22, 2021.

(1)

Beneficial ownership is determined in accordance with rules of the SEC and includes voting or investment power with respect to securities. Securities “beneficially owned” by a person may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities as to which the person has or shares voting or investment power or has the option or right to acquire within 60 days of March 22, 2021.

(2)	Percentage of class is based on a total of 13,219,845 common shares outstanding as of March 22, 2021.

(3)	Includes 30,762 shares held directly, 1,525 shares held indirectly by his spouse’s IRA, and 20 shares held indirectly by each of his four children.

(4)	Includes 13,429 shares held directly, 1,020 shares held indirectly by his IRA and 313 shares held indirectly by his daughter’s IRA.

*: ~~Represents less than 1% of common shares outstanding as of March 23, 2020.~~
~~(1)~~: Beneficial ownership is determined in accordance with rules of the SEC and includes voting or investment power with respect to securities. Securities "beneficially owned" by a person may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities as to which the person has or shares voting or investment power or has the option or right to acquire within 60 days of March 23, 2020.
~~(2)~~: ~~Percentage of class is based on a total of 12,149,875 common shares outstanding as of March 23, 2020.~~
~~(3)~~: Does not include: (i) 548 shares pursuant to a share award granted under the 2015 Incentive Plan on May 1, 2017, which vest at the end of the day on May 1, 2020; (ii) 812 RSUs pursuant to the time-based LTIP award granted on June 21, 2017, which vest at the end of the day on May 1, 2020, (iii) 4,870 RSUs pursuant to the performance-based LTIP award granted on June 21, 2017, which RSUs will be deemed earned and vested upon meeting certain performance goals through the performance period, ending April 30, 2020, or (iv) 878 RSUs pursuant to the time-based LTIP award granted on July 20, 2018 which vest at the end of the day on April 30, 2020.
~~(4)~~: Does not include: (i) 822 shares pursuant to the time-based LTIP award granted on April 30, 2017, which vest at the end of the day on April 30, 2020, (ii) 415 RSUs pursuant to the time-based LTIP award granted on June 21, 2017, which vest at the end of the day on May 1, 2020, (iii) 2,494 RSUs pursuant to the performance-based LTIP award granted on June 21, 2017, which RSUs will be deemed earned and vested upon meeting certain performance goals through the performance period, ending April 30, 2020, or (iv) 450 RSUs pursuant to the time-based LTIP award granted on July 20, 2018, which vest on April 30, 2020.

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~~(5)~~: Does not include: (i) 822 shares pursuant to the time-based LTIP award granted on April 30, 2017, which vest at the end of the day on April 30, 2020, (ii) 416 RSUs pursuant to the time-based LTIP award granted on June 21, 2017, which vest at the end of the day on May 1, 2020, (iii) 2,494 RSUs pursuant to the performance-based LTIP award granted on June 21, 2017, which RSUs will be deemed earned and vested upon meeting certain performance goals through the performance period, ending April 30, 2020, or (iv) 711 RSUs pursuant to the time-based LTIP award granted on July 20, 2018, which vest on April 30, 2020.

The following table identifies each person or group believed by the Company to beneficially own, as of ~~December 31, 2019,~~March 22, 2021, more than five percent of the outstanding common shares of the Company.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class⁽²⁾
BlackRock, Inc.⁽³⁾ 55 East 52nd Street, New York, NY 10055	2,317,729	17.50%
The Vanguard Group, Inc.⁽⁴⁾ 100 Vanguard Blvd, Malvern, PA 19355	1,982,422	15.00%
Renaissance Technologies LLC⁽⁵⁾ 800 Third Avenue, New York, NY 10022	680,532	5.10%

Name and Address of Beneficial Owner
Amount and Nature
of Beneficial
Ownership
Percent of Class

The Vanguard Group, Inc.⁽¹⁾

100 Vanguard Blvd, Malvern, PA 19355
1,737,588 14.94%
BlackRock, Inc.⁽²⁾

55 East 52nd Street, New York, NY 10055
1,129,452 9.70%
Renaissance Technologies LLC⁽³⁾

800 Third Avenue, New York, NY 10022
806,516 6.94%

(1)

(2)	Percentage of class is based on a total of 13,219,845 common shares outstanding as of March 22, 2021.

(3)	Based solely on information of beneficial ownership as of December 31, 2021, included in a Schedule 13G filed on January 25, 2021. BlackRock, Inc. reports sole voting power with respect to 2,284,540 shares and sole dispositive power with respect to all 2,317,729 shares.

(4)	Based solely on information of beneficial ownership as of December 31, 2021, included in a Schedule 13G filed on February 10, 2021. The Vanguard Group, Inc. reports sole voting power with respect to 0 shares and sole dispositive power with respect to 1,930,111 shares.

(5)	Based solely on information of beneficial ownership as of December 31, 2021, included in a Schedule 13G filed on February 11, 2021. Renaissance Technologies LLC reports sole voting power with respect to 680,532 shares and sole dispositive power with respect to 680,532 shares.

~~(1)~~: Based on information of beneficial ownership as of December 31, 2019, included in a Schedule 13G filed on February 10, 2020. The Vanguard Group, Inc. reports sole voting power with respect to 22,761 shares and sole dispositive power with respect to 1,710,981 shares.
28
~~(2)~~: Based on information of beneficial ownership as of December 31, 2019, included in a Schedule 13G filed on February 4, 2020. BlackRock, Inc. reports sole voting power with respect to 1,091,821 shares and sole dispositive power with respect to all 1,129,452 shares.
~~(3)~~: Based on information of beneficial ownership as of December 31, 2019, included in a Schedule 13G filed on February 12, 2020. Renaissance Technologies LLC reports sole voting power with respect to 769,432 shares and sole dispositive power with respect to 805,887 shares.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Executive Officers and Certain Significant Employees of the Company

Set forth below are the names, ages and titles of each of the ~~Company's~~Company’s executive officers as of April ~~1, 2020~~5, 2021 as well as a summary of their backgrounds and business experience (other than the ~~Company's~~Company’s Chief Executive Officer, President, and Chief Investment Officer, Mr. Decker, whose biography is listed above under "“Proposal 1: Election Ofof Trustees—Nominees"”).

		~~Title~~

	Age		Title
Mark O. Decker, Jr.	44	45		Chief Executive Officer, President, and Chief Investment Officer; Trustee
John A. Kirchmann	54	56		Executive Vice President and Chief Financial Officer
Anne M. Olson	43	44		Executive Vice President, Chief Operating Officer, General Counsel, and Secretary

John A. Kirchmann has served as an Executive Vice President of the Company since April 30, 2017 and as the Chief Financial Officer since June 29, 2017. From 2011 to July 2016, Mr. Kirchmann served as Vice President of Operations Support at Essex Property Trust, a multifamily REIT (NYSE: ESS), where he was responsible for the oversight of revenue management and ancillary income, procurement, and other functions. From 2007 to 2011, he served as Corporate Controller & Corporate Treasurer at Essex, where he oversaw property and corporate accounting functions and treasury management, and re-engineered and implemented new technology and systems. Mr. Kirchmann was a private consultant from July 2016 to April 2017, where he provided executive accounting services to publicly traded companies, one of which was the Company. Mr. Kirchmann started his career as an accountant with KPMG LLP. He received his ~~Bachelor's~~Bachelor’s degree in Business Administration with a Concentration in Accounting from Coe College and is a Certified Public Accountant (inactive).

Anne M. Olson has served as an Executive Vice President, General Counsel and Secretary of the Company since April 30, 2017, and as Chief Operating Officer since June 25, 2018. From 2011 to April 30, 2017, Ms. Olson was in the private practice of law, most recently as a partner with the law firm of Dorsey & Whitney LLP, in its Real Estate Practice Group, where she focused on real estate development and investments for REITs, private equity funds, and national developers and owners. Prior to 2011, she served as Director of Investment Operations and in-house counsel for Welsh Companies, LLC and its affiliates, providing leadership in the growth of its asset portfolio and development of a successful capital markets strategy. Ms. Olson began her legal career practicing real estate law at Dorsey & Whitney LLP. She received her ~~Bachelor's~~Bachelor’s degree in English from Drake University and earned her J.D. with highest honors from Drake University Law School.

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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Description of Proposal

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("(“Dodd-Frank ~~Act"~~Act”), this Proposal 2, commonly known as a ~~"say on pay"~~“say-on-pay” proposal, provides the ~~Company's~~Company’s shareholders the opportunity to express their views on the compensation of the ~~Company's~~Company’s named executive officers by voting, on an advisory basis, on the compensation of the named executive officers as disclosed in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies, and practices described in this Proxy Statement.

Please review the section titled "“Compensation Discussion and ~~Analysis~~Analysis”" for details regarding the ~~Company's~~Company’s executive compensation program, including the portion titled "“Executive Summary and Achievements for ~~2019"~~2020” and ~~"2019~~“2020 Compensation Summary,”" which summarizes significant components of the ~~Company's~~Company’s executive compensation program and actions taken by the Compensation Committee.

The Company is asking its shareholders to indicate their support for the named executive ~~officers'~~officers’ compensation as described in this Proxy Statement. Accordingly, the Board recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the ~~Company's~~Company’s shareholders hereby approve, on an advisory basis, the compensation of the ~~Company's~~Company’s named executive officers as disclosed in the ~~Company's~~Company’s Proxy Statement for the ~~2020~~2021 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission (Item 402 of Regulation S-K), including the Compensation Discussion and Analysis, compensation tables, and narrative discussion."

”

As provided by the Dodd-Frank Act, the say-on-pay vote is advisory and therefore not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of the shareholders, and to the extent there are a significant number of votes against the compensation of the named executive officers as disclosed in this Proxy Statement, the Board and Compensation Committee will consider the ~~shareholders'~~shareholders’ concerns and evaluate what actions are necessary to address those concerns.

Required Vote

The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy at the Annual Meeting, provided a quorum is present, is required to approve on an advisory basis the compensation of the named executive officers as disclosed in this Proxy Statement.

Vote Recommended

The Board recommends that shareholders vote on an advisory basis FOR the approval of the compensation of the named executive officers as disclosed in this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

The following Compensation Discussion and Analysis describes the material elements of compensation for the following individuals, collectively referred to as the ~~"named~~“named executive ~~officers"~~officers”:

•

Mark O. Decker, ~~Jr.~~Jr., Chief Executive Officer since April ~~30,~~27, 2017, and President and Chief Investment Officer since August 8,5, 2016;

•

Anne M. Olson,, Chief Operating Officer since June 25, 2018, and Executive Vice President, General Counsel, and Secretary since April 30, 2017; and

•

John A. Kirchmann, Chief Financial Officer since June 29, 2017, and Executive Vice President since April 30, 2017.

The Company did not have any other executive officers during ~~2019.~~

2020.

Executive Summary and Achievements for ~~2019~~

~~2019~~2020

2020 Performance

In assessing Company and management performance in 2020, we considered both the execution of our planned strategy and the execution of a prompt plan of action in response to the unique circumstances caused by the COVID-19 pandemic and the resulting economic downturn. During ~~2019,~~2020, the Company announced the following achievements:

•: ~~Grew~~

Rebranded the Company as Centerspace to reflect both the transformation of the Company and its vision for the future.

Net loss per diluted share was $(0.15) for the year ended December 31, 2020, compared to earnings per diluted share of $6.00 for the year ended December 31, 2019.

Core FFO increased to ~~$6.00~~$3.78 per diluted share compared to $3.72 per diluted share for the year ended December 31, ~~2019, compared to a net loss of $1.83 per diluted share~~2019.

Total collections for the year ended December 31, ~~2018.~~

•

~~Increased funds from operations ("FFO") year-over-year, from $3.29 per diluted share~~2020 were 99.1% of expected residential revenue compared to ~~$4.05 per diluted share, and increased Core FFO from $3.41 per diluted share to $3.72 per diluted share.~~

•

~~Increased same-store revenue year-over-year by 3.7%, driven by 3.0% growth in rental revenue and 0.7% growth in occupancy, resulting in same-store net operating income ("NOI") growth of 3.6%~~99.6% for the year ended December 31, 2019, and total collections for the quarter ended December 31, 2020 were 98.6% compared to 99.7% for the same period of 2019.

•

Same-store year-over-year revenue growth of 2.1% driven by 1.7% growth in rental revenue and 0.4% growth in occupancy.

Same-store operating expenses increased 2.6% year-over-year with a decline of 2.9% in same-store controllable expenses, offset by an increase of 13.6% in same-store non-controllable expenses.

Same-store net operating income (“NOI”) growth of 1.8%.

Acquired ~~three~~two new apartment communities in the key growth markets of Minneapolis, Minnesota and Denver, Colorado, consisting of ~~696~~647 homes, for an aggregate purchase price of ~~$169.3~~$191.0 million.

•

~~Exited slower-growth, less efficient markets~~

Funded $18.5 million of ~~Topeka, Kansas, Sioux City, Iowa, and Sioux Falls, South Dakota, and sold five~~multifamily residential property construction loans.

Acquired the remaining non-controlling ownership interest in 71 France, an apartment community located in Minneapolis, Minnesota, for $12.2 million.

Disposed of four apartment communities, ~~in Bismarck, North Dakota, consisting~~a commercial property, and a parcel of ~~a total of 21 apartment communities, two commercial properties, and three parcels of~~unimproved land, for an aggregate sale price of ~~$203.1~~$44.3 million.

•

Originated a $29.9 million construction loan and a $15.3 million mezzanine loan in December 2019, for the development of a multifamily community located in Minneapolis, Minnesota. The loans are secured by mortgages and mature on December 31, 2023. The Company has an option to purchase the community upon completion.

•

~~Registered an ongoing at-the-market equity distribution program ("ATM Program") through which we may offer and sell~~

Issued 829,078 common shares ~~having an aggregate gross sales price~~for total consideration, net of ~~up to $150.0 million, in amounts~~commissions and ~~at times as we determine. During the year ended~~

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~~December 31, 2019, we issued 308,444 common shares under the ATM Program at an average price of $72.29 per share, for a total net consideration~~issuance costs, of approximately ~~$22.3~~$59.2 million. ~~Proceeds from the ATM Program have been used for acquisitions and working capital purposes.~~

•

Repurchased and retired approximately ~~465,000 common~~237,000 Series C preferred shares ~~and limited partnership units (the "Units") of our operating partnership, IRET Properties, A North Dakota Limited Partnership ("IRET Properties"),~~ for an aggregate cost of ~~$26.2~~$5.6 million ~~including commissions, at~~or an average price per share of ~~$56.24 in the year ended December~~ $23.75.

31 ~~2019.~~

•

Entered into a $150.0 million private shelf agreement. Of the $150.0 million available under the private shelf agreement, we funded $75.0 million of Series A unsecured senior notes and $50.0 million of Series B unsecured senior notes. Proceeds from this private placement facility were used to repay outstanding amounts of IRET's credit facility and retire mortgage debt. Following the funding of the Series B Notes, our average debt maturity duration increased to 6.0 years from 4.6 years while our weighted average interest rate of debt decreased from 4.3% at December 31, 2018 to 4.0% at December 31, 2019. The Company's debt has decreased from 69% secured at December 31, 2018 to 51% secured at December 31, 2019.

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FFO, Core FFO, Same-Store NOI, and ~~same-store NOI~~Adjusted EBITDA are non-GAAP measures. For more information on their usage and presentation, and a reconciliation to the most directly comparable GAAP measures, please refer to Appendix A.

~~Impact of COVID-19~~

~~The information contained in this Proxy Statement, including but not limited~~

As important as the achievements highlighted above was the Company’s response to the performance and compensation information contained in this "Compensation Discussion and Analysis" section, relates to 2019 performance and compensation, neither of which were affected by the COVID-19 pandemic. However, the COVID-19 pandemic, ~~could significantly~~which has had a significant impact ~~our 2020 business operations, financial results, and compensation outcomes. See "Proxy Statement Q&A for 2020 Annual Meeting of Shareholders—How does COVID-19 impact~~on the ~~information contained in this Proxy Statement~~global economy, the U.S. economy and the ~~Company's business?" for a discussion~~economies of the ~~potential~~local markets in which we operate. For these and other reasons, similar to other rental landlords across the United States, we received requests for rent relief from a number of residents, experienced difficulties in collecting contractual rent and faced leasing challenges, particularly in the early months of the pandemic. In addition, during 2020 our Minneapolis metropolitan market was impacted by social unrest. Amidst these challenges, we took proactive measures to strength our long-term business strategy and manage the impact of ~~the~~ COVID-19 ~~pandemic~~ on our ~~business~~operations and ~~operations.~~

~~2019~~liquidity, including the following:

Maintained regular, consistent communication with our residents and commercial tenants and provided assistance and worked through questions and concerns during the uncertain circumstances;

Established parameters and a consistent review process for assistance in the form of residential rent deferrals and commercial abatements to determine the best course of action;

Took proactive measures to manage costs and expenses;

Continued to negotiate and execute lease renewals and new leases; and

Prioritized resident and employee safety by adapting our operations to protect resident and employees, including implementing remote work and social distancing and other precautions.

2020 Compensation Summary

The primary goal of the ~~Company's~~Company’s executive compensation program is to attract and retain highly qualified and experienced executive talent and align the interests of the executive officers with those of the shareholders. Below is a summary of ~~some of~~ the key attributes that define the ~~Company's~~Company’s executive compensation program ~~approved~~ for ~~2019.~~

•: 2020.

A significant portion of each executive ~~officer's~~officer’s total compensation ~~was~~is at-risk and based on operating and share price performance.

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•: The ~~2019~~2020 short-term incentive ~~plan~~program (the ~~"2019 STIP"~~“2020 STIP”) included the following metrics:

•

Under the ~~LTIP for 2019~~2020 long-term incentive program (the ~~"2019 LTIP"~~“2020 LTIP”), each executive officer received:

•

The ~~performance-based~~stock option 2020 LTIP awards ~~are based~~vest in equal installments on May 21, 2021, January 1, 2022, January 1, 2023, and January 1, 2024, if the ~~Company's total shareholder return compared to~~officer remains in the ~~MSCI U.S. REIT Index over a three-year performance period. They vest, to the extent earned, 100% after the conclusion~~continuous employ of the Company through each

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applicable vesting date. The named executive officers will realize no compensation under the stock options unless at the time of exercise the Company’s share price has increased over the share price at time of grant. Therefore, the stock options help to align executive pay with company share performance ~~period.~~

•

and to align the interests of our named executive officers with those of our shareholders.

The time-based restricted share unit (“RSU(s)”) 2020 LTIP awards vest ratably over three years, beginning March 13, 2021, if the officer remains in the continuous employ of the Company through each of the applicable vesting dates.

•

There are no guaranteed minimum STIP or LTIP payouts.

•

There are no guaranteed annual salary increases.

•

Executive officers are subject to a clawback policy, a share ownership and retention policy, and a policy prohibiting hedging and pledging of the ~~Company's~~Company’s securities, as well as other Company ~~policies.~~policies described in the “Company Policies

•

” section of this Compensation Discussion and Analysis.

Change in control agreements entered into with executive officers contain double-trigger language (i.e., a change of control and employment is terminated without cause or by the officer for good reason) and require conditions for payment.

~~Say-On-Pay Results and Consideration~~

~~Say-On-Pay Voting Results for the Year ended December 31, 2019~~

At the Company's 2019 Annual Meeting of Shareholders, shareholders approved of our executive compensation program by approximately 96.6% of the votes cast on the proposal. The Compensation Committee believes that the result of the advisory vote is valuable in assessing its compensation decisions and considered the vote in reviewing and evaluating its executive compensation programs. The Compensation Committee also considered numerous other factors in evaluating the Company's executive compensation programs as discussed in this Proxy Statement, including its desire to continue to enhance the alignment of our named executive officers' interests with those of our shareholders. While each of these factors informed the Committee's decisions regarding the named executive officers' compensation, the Compensation Committee did not implement any changes to the Company's executive compensation programs as a result of the shareholder advisory vote.

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~~Say-On-Frequency Voting Results~~

At the Company's 2017 Annual Meeting of Shareholders, a majority of the Company's shareholders voted to hold an advisory vote on executive compensation every year. The Board considered the voting results on that proposal and adopted a policy providing for an annual advisory shareholder vote on the Company's executive compensation. The next required "say-on-frequency" advisory vote will occur at the Company's 2023 Annual Meeting of Shareholders.

Executive Compensation Philosophy

The Board believes that the ~~Company's~~Company’s compensation program for executive officers should:

•

attract and retain highly qualified executives;

•

motivate these executives to improve the ~~Company's~~Company’s financial position and increase shareholder value on an annual and long-term basis;

•

target ~~"total compensation"~~“total compensation” reflective of the ~~Company's~~Company’s relative size compared to peers;

•

promote management accountability for financial and operational performance;

•

provide a total compensation pay mix that includes ~~both~~ base salary, and both cash and equity incentive components; and

•

promote teamwork and cooperation throughout the Company and within the management group.

The Compensation Committee applied this philosophy in establishing each of the elements of the executive compensation program for ~~2019.~~2020. The Compensation ~~Committee's~~Committee’s goal was to align executive compensation with measurable performance and to compare executive compensation with peers and industry-specific market data, in order to design an executive compensation program that would attract and retain talented executives, provide incentives to executives to achieve certain performance targets, and link executive compensation to shareholder results by rewarding competitive and superior performance.

Executive Officer Compensation Processes

The Compensation Committee meets in executive session without management present to discuss various compensation matters, including the compensation of the Chief Executive Officer. In addition, the Compensation Committee annually reviews all elements of executive compensation and benefit programs for reasonableness and cost-effectiveness.

The Compensation Committee ~~has~~ engaged Meridian Compensation Partners, LLC ~~("Meridian"~~(“Meridian”) as an independent consultant to advise the Compensation Committee on executive compensation ~~matters.~~matters during 2020. Meridian performed no other services for the Company during ~~2019. During this engagement~~2020. Meridian also advised the Company on executive compensation matters in 2019 ~~the consultant~~and in prior years. In August 2019, Meridian assisted in developing an appropriate peer group and conducted an analysis and peer comparison of total ~~compensation. The consultant~~compensation for executives. Meridian was engaged directly by the Compensation Committee, although it periodically interacted with management to gather relevant data. AtSince the time of its engagement, ~~and annually including in 2019,~~ the Compensation Committee ~~evaluates the engagement and~~annually assesses ~~Meridian's~~Meridian’s independence in accordance with the listing standards of the NYSE. Based on information from Meridian and the confirmation of each of the trustees and executive officers ~~confirming~~that no business or personal relationships with Meridian exist, the Compensation Committee concluded that ~~the consultant~~Meridian was

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independent from the Company and that ~~the~~Meridian’s work ~~of the consultant~~ did not raise any ~~conflict~~conflicts of interest.

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Executive Compensation Peer Group

~~The~~

In 2019 the Compensation Committee, with the assistance of Meridian, determined that executive officer compensation should be ~~market-adjusted and established with reference to~~benchmarked against a peer group of public ~~real estate investment trusts ("REITs")~~REITs based on similar asset focus, size in terms of assets, ~~and~~ revenue and geographic ~~location. With~~location (“Peer Group”) as the ~~assistance of Meridian,~~Company. No changes were made to the ~~Compensation Committee selected and approved a~~ Peer Group ~~that was composed of the following REITs (the "Peer Group"):~~

in 2020. The peer group is identified below:


• American Assets Trust Inc.		• Apartment and Investment Management Co. (AIMCO)		• Armada Hoffler Properties, Inc.
	• Bluerock Residential Growth REIT, ~~Inc.~~ Inc		• BRT Apartments Corp.		• Camden Property Trust
	• Clipper Realty, Inc.		• EastGroup Properties, Inc.		• Equity LifeStyle Properties, Inc.
	• Independence Realty Trust		• Mid-America Apartment Communities, Inc.		• NexPoint Residential Trust, Inc.
	• PS Business Parks, Inc.		• Sun Communities, Inc.		• UDR, Inc.
	• UMH Properties, Inc.		• Washington Real Estate Investment Trust

Role of Management in Executive Compensation Decisions

During ~~2019,~~2020, Company management was involved in the following executive compensation processes:

•: ~~the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Senior Vice President of Talent & Culture,~~

The executive officers, as requested by the Compensation Committee, developed orand oversaw the creation of written background and supporting materials on compensation for distribution to the Compensation Committee prior to its meetings; and

•

the Chief Executive Officer and ~~a representative from~~ Meridian provided the Compensation Committee with comments and recommendations regarding salary levels and salary increases for members of management, including the named executive officers (other than for the Chief Executive Officer).

Components of the Executive Compensation Program

The primary elements of the ~~Company's~~Company’s executive compensation program are:

•

base salary;

•

~~short- and~~

short -term incentives;

long-term ~~incentive awards;~~

•

incentives;

health and retirement programs; and

•

executive benefits and perquisites.

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Base Salary

Base salaries for the named executive officers, including the CEO, are designed to compensate such individuals for their sustained performance. ~~Base~~The Compensation Committee considered the following factors in establishing 2020 base salaries ~~for 2019 were established by evaluating~~of each executive officer: (i) the responsibilities ~~of the position held, the~~and experience of the particular ~~individual and the Compensation Committee's desire to achieve~~individual; (ii) the appropriate mix between fixed compensation and incentive compensation. The Compensation Committee also reviewed salaries paid for comparable positions by the Peer Group. In establishing the salaries of the executive officers, the Compensation Committee reviewed comparisons withcompensation; (iii) market data derived from the Peer Group ~~and also considered~~for comparable positions; (iv) internal equity among executive ~~officers,~~officers; (v) individual and Company ~~performance~~performance; and (vi) cost to the Company.

During 2020, the Company established the following base salaries for its executive officers:

Officer	2020	% Change from 2019
Mark O. Decker, Jr.	$470,000	—
Anne Olson	$360,000	—
John A. Kirchmann	$325,000	—

2019
% Change
from 2018

Mark O. Decker, Jr.
$ 470,000 6 %
Anne M. Olson
$ 360,000 —
John A. Kirchmann
$ 325,000 —

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Short-Term Incentive Awards

~~In establishing incentive compensation for~~

For 2020, the Company covered the named executive officers the Compensation Committee reviewed the comparisons between the Company and the Peer Group as to the types of incentive awards utilized, structure of the incentive awards, and performance metrics utilized. The Company seeks to incentivize and reward individual performance by tying significant portions of overall compensation to the achievement of individual and company performance in the form of annual bonuses.

~~The~~under its short-term incentive program ~~("STIP"~~(“STIP”) ~~for 2019 was developed under the 2015 Incentive Plan and is subject to the terms and limitations of the 2015 Incentive Plan.~~. The STIP was recommended by the Compensation Committee and approved by the independent trustees.

The objective of the STIP is to incentivize our named executive officers to achieve individual and company performance goals, which help to drive shareholder value.

Under the STIP, the ~~Company's~~Company’s named executive officers are provided the opportunity to earn cash awards, ~~payable 100% in cash,~~ based on the degree of attaining specified performance goals of the Company over a one-year performance period beginning on the first day of the fiscal year. The executive officers must be employed by the Company on the last day of the performance period, December 31, ~~2019,~~2020, to receive ~~the~~any earned cash award.

Target 2020 STIP ~~was~~awards were based on a percentage of the named executive ~~officer's~~officer’s base ~~salary:~~

salary, as determined by the Compensation Committee after reviewing (i) the appropriate mix between fixed compensation and incentive compensation; (ii) market data derived from the Peer Group for comparable positions; (iii) internal equity among executive officers; (iv) individual and Company performance; and (v) cost to the Company. Target 2020 STIP awards based on a percentage of the named executive officer’s base salary were as follows:



	Percentage of Base Salary
Mr. Decker
~~Mr. Decker~~	~~100~~	% 100%
Ms. Olson	70	% 80%
Mr. Kirchmann	70	% 70%

Each named executive ~~officer's~~officer’s total award opportunity under the STIP, stated as a percentage of base salary for ~~"threshold," "target,"~~“threshold,” “target,” and ~~"maximum"~~“maximum,” performance levels ~~are~~were 50%, 100%, and 150%, respectively. ~~For~~

The Compensation Committee selected the ~~STIP awards,~~following performance measures for the ~~percentage of awards based on~~2020 STIP: AFFO, same-store NOI growth, adjusted EBITDA margin, and ~~qualitative~~strategic goals. The table below shows the relative weight of each performance ~~goals are as follows:~~

measure:



	Percentage of STIP
AFFO
~~AFFO~~	~~37.5~~	% 25%
~~Same Store~~ Same-Store NOI Growth	~~37.5~~	% 35%
~~Qualitative Performance~~ Adjusted EBITDA Margin	20%
Strategic Goals	~~25.0~~	% 20%

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If achievement of an objective performance goal (i.e., AFFO, same-store NOI growth and adjusted EBITDA margin) falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation. AFFO, ~~and Same Store~~same-store NOI growth, and adjusted EBITDA margin were calculated, and the strategic goals were determined, as ~~follows:~~

provided below. AFFO,

same-store NOI growth and adjusted EBITDA margin are non-GAAP measures. For more information on their usage and presentation, and a reconciliation to the most directly comparable GAAP measures, please refer to Appendix A.

The performance goals for all 2020 STIP performance metrics were set by the independent trustees within the first 90 days of the performance period, which began January 1, 2020, considering input from the full Board of Trustees and the Chief Executive Officer. Given the timing of the establishment of the goals, there was no consideration of the impact of the COVID-19 pandemic on the Company’s operations or financial condition in establishing the performance goals for the 2020 STIP.

AFFO

FFO, as defined by Nareit, is equal to a ~~REIT's~~REIT’s net income or loss calculated in accordance with GAAP, excluding depreciation and amortization related to real estate, gains or losses from sales of certain real estate assets, gains and losses from a change in control, and impairment write-downs of certain real estate assets and investments. The portion of the ~~2019~~2020 STIP based on adjusted FFO ~~("AFFO"~~(“AFFO”) was computed by calculating the ~~Company's~~Company’s FFO for ~~2019~~2020 and then adjusting that number to:

•

exclude the impact of losses on extinguishment of debt, ~~transition~~certain casualty losses, rebranding costs, ~~casualty~~ loss ~~write-offs, gains~~ on ~~litigation,~~marketable securities, discount on redemption of preferred shares, stock-based compensation expense, straight-line rent, 2020 STIP costs above target, ~~the benefit of interest savings related to refinancing activity with prepayment penalties~~ and other miscellaneous items; and

•

include recurring capital ~~expenditures and certain acquisition capital incurred~~expenditures.

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The Compensation Committee selected AFFO because growth in ~~excess of underwriting.~~

AFFO ~~growth~~ is ~~deemed to be~~ a primary driver of shareholder value over a multi-year period and is a common measure used in the REIT industry. The ~~performance~~following AFFO goals ~~for the AFFO performance metric~~ were set ~~by the independent trustees within the first 90 days~~for measurement of ~~the performance period (taking into account input from the Board of Trustees and the Chief Executive Officer).~~

2020 AFFO performance:

	Performance Metric⁽¹⁾	Achievement Level
Below Threshold	Below $3.04	—
Threshold	$3.04	50%
Target	$3.13-$3.19	100%
Maximum	$3.28	150%

(1)	If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.

Performance
Metric⁽¹⁾
Achievement
Level

Below Threshold
Below $2.80 —
Threshold
$2.80 50 %
Target
$2.95-$3.00 100 %
Maximum
$3.10 150 %

~~(1)~~: If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.

Same-Store NOI Growth

NOI, as defined in the ~~Company's~~Company’s filings with the SEC, is total real estate revenues less property operating expenses, including real estate tax expense. Same-store is a term that refers to apartment communities that are owned or in-service for substantially all of the periods being compared and, in the case of newly-constructed properties, have achieved a target level of physical occupancy of 90%. Same-store NOI growth for the ~~2019~~2020 STIP was calculated as the increase of current year same-store NOI over prior year same-store ~~NOI, excluding the change in classification for certain expenditures from recurring capital expenditures to repairs.~~ NOI.

Same-store NOI growth is a key financial metric for the Company ~~with~~that measures the Company’s ability to increase the revenue and manage expenses relative to the prior year’s performance within a pool of same-store assets. The Company’s same-store NOI growth targets ~~being~~were based on the low-end, mid-point, and high-end of our disclosed guidance, ~~range.~~ as follows:

	Performance Metric⁽¹⁾	Achievement Level
Below Threshold	Below 1.6%	—
Threshold	1.6%	50%
Target	2.3%-2.5%	100%
Maximum	3.1%	150%

(1)	If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.

Adjusted EBITDA Margin

Adjusted EBITDA, as defined in the Company’s filings with the SEC, is earnings before interest, taxes, depreciation, amortization, gain or loss on sale of real estate and other investments, gain or loss on extinguishment of debt, gain on litigation settlement, and gain or loss from involuntary conversion. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total real estate revenues. Adjusted EBITDA margin measures the ratio of revenue that remains available to service debt, pay for capital investments, and cover dividends after satisfying operating expenses, general and administrative expenses, property management expenses, and other expenses or losses required for the Company’s day to day operations.

The following adjusted EBITDA margin goals were set for measurement of 2020 adjusted EBITDA margin performance:

	Performance Metric⁽¹⁾	Achievement Level
Below Threshold	Below 44.4%	—
Threshold	44.4%	50%
Target	45.4%-47.4%	100%
Maximum	48.4%	150%

(1)	If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.

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Strategic Goals

The Compensation Committee established strategic goals for ~~this performance metric were set by the independent trustees within the first 90 days of the~~

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~~performance period (taking into account input from the Board of Trustees and the Chief Executive Officer).~~

Performance Metric⁽¹⁾
Achievement Level

Below Threshold
Below 2.6% —
Threshold
2.6% 50 %
Target
4.1%-4.6% 100 %
Maximum
5.6% 150 %

~~(1)~~: If achievement of the performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.

~~The table below summarizes the total STIP payout earned by the named executive officers~~2020 for ~~the year ended December 31, 2019.~~

Name
AFFO⁽¹⁾
Same-Store NOI Growth⁽²⁾
Individual and Strategic Plan Goals⁽³⁾
Total Payout
% of Target

Mark O. Decker, Jr.
$ 220,313 $ 163,913 $ 176,250 $ 560,476 119 %
Anne M. Olson
$ 118,125 $ 87,885 $ 94,500 $ 300,510 119 %
John A. Kirchmann
$ 106,641 $ 79,341 $ 85,313 $ 271,295 119 %

~~(1)~~: The Company generated AFFO of $3.05 per share/unit during the year ended December 31, 2019, with a 125% payout based on linear interpolation between the "target" of $2.95-$3.00 and "maximum" of $3.10.
~~(2)~~: ~~The Company's same-store NOI growth was 3.9% for the year ended December 31, 2019, with a 93% payout based on linear interpolation between the "threshold" of 2.6% and "target" of 4.1%-4.6%.~~
~~(3)~~: ~~With respect to the qualitative performance goals, the Compensation Committee, with the approval of the independent trustees, determined that all~~each of the named executive officers, ~~exceeded their goals, which resulted in a 150% maximum payout.~~

~~AFFO~~Ms. Olson and ~~same-store NOI growth are non-GAAP measures. For more information on their usage~~Messrs. Decker and ~~presentation, and a reconciliation to~~Kirchmann. Following the ~~most directly comparable GAAP measures, please refer to Appendix A.~~

~~Long-Term Incentive Awards~~

~~The long-term incentive awards are issued pursuant to the 2015 Plan and are subject to the terms and limitations of the 2015 Plan. The awards are evidenced by individual award agreements, which allows~~performance period (fiscal year 2020), the Compensation Committee analyzed each named executive officer’s performance of his or her specific goals and determined the ~~flexibility~~extent to ~~make changes easily in~~which each had achieved such goals. In addition to the ~~future to reflect best practices in the market and REIT industry.~~

~~2019 LTIP~~

~~On March 7, 2019,~~goals initially established, the Compensation Committee recommended, and the independent trustees approved, a new long-term incentive program for 2019 ("2019 LTIP") under the 2015 Plan to be consistent with best practices in the market and align more closely with the Company's compensation program goals. As of March 8, 2019, 2019 LTIP awards were granted to the named executive officers.

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~~The 2019 LTIP awards included:~~




~~Performance-based awards~~	67	%
~~Time-based awards~~	33	%

The performance-based LTIP awards are RSUs that vest based on the Company's total shareholder return ("TSR") compared to a market index. The time-based LTIP awards consist of RSUs with a three-year vesting period.

~~Target LTIP opportunity was based on a percentage of the named executive officer's base salary:~~




~~Mr. Decker~~	~~150~~	%
~~Ms. Olson~~	~~125~~	%
~~Mr. Kirchmann~~	~~100~~	%

To determine the number of target shares, the target opportunity was then converted into a number of common shares based on the average closing price of the common shares for the 20 trading days prior to the grant date. The performance period for the 2019 LTIP performance-based awards extends from January 1, 2019 through December 31, 2021. The performance-based 2019 LTIP awards are described in greater detail below. The RSUs earn amounts equivalent to the regular dividend payments on our common shares. Dividend equivalents are paid only to the extent the underlying RSUs vest.

~~2019 Performance-Based LTIP Awards~~

The 2019 performance-based LTIP awards are 67% of the target shares, and they are earned based on the Company's TSR over a three-year period, ending on December 31, 2021, as compared to the TSRs of the constituent members of the MSCI U.S. REIT Index over the same measurement period, with payouts ranging from 25% up to 200% of the Target Shares based on threshold, target, and maximum performance levels as set forth in the table below:

~~TSR Percentile for the Performance Period~~

~~Number of Performance-Based Target Shares Earned~~

~~Below Threshold~~

~~Below 25th percentile~~

~~None~~

~~Threshold~~

~~25th percentile~~

~~25% of Performance-Based Target Shares~~

~~Target~~

~~50th percentile~~

~~100% of Performance-Based Target Shares~~

~~Maximum~~

~~75th percentile~~

~~200% of Performance-Based Target Shares~~

~~The Company's TSR is the compounded annual growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)) in the value of a share during~~considered the performance ~~period reflecting the appreciation/depreciation in the price per share and distributions paid on a share during the performance period, including the reinvestment~~ of ~~distributions. The Company's TSR for the performance period will be calculated as follows:~~

1.: the closing price of a share on the last day of such performance period (but using the average closing price for the 20 trading days ending on the last day of the performance period), plus distributions paid during such period, divided by

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2.: ~~the closing price of a share on the first day of such performance period (but using the average closing price for the 20 trading days ending before the first day of the performance period).~~

If the performance period ends on account of a change in control, the Company's TSR for the period from the most recent fiscal year-end to the change in control date will be annualized for purposes of calculating the Company's TSR. The TSR of a constituent member of the MSCI U.S. REIT Index will be the TSR of such member, calculated in accordance with the methodology described above for the Company's TSR. The Company believes that the MSCI U.S. REIT Index, which measures the change in stock price as well as the amount of dividends granted over the specified period, to be an accurate measurement of total shareholder return. In addition, by including nearly all U.S. REIT equity offerings, the Company believes that the MSCI U.S. REIT index provides a fair measurement of the overall performance of the Company relative to the REIT industry.

~~If achievement falls between two performance levels, then linear interpolation will be used to determine the number of earned shares. If the~~each named executive officer ~~remains~~ in ~~the continuous employ~~light of the Company or an affiliate from the date of grant until the end of the performance period, then the earned shares will fully vest at the end of the performance period. If the named executive officer's employment is terminated before the end of the performance period for either good reasonchallenges created by the officer, without cause by the Company, or upon the officer's death or disability (a "Qualifying Termination"), then a pro rata portion of the earned shares will vest at the end of the performance period. If a change in control occurs before the end of the performance period, then a pro rata portion of the earned shares will vest on the change in control date.

~~2019~~~~Time-Based LTIP Awards~~

The time-based LTIP awards are 33% of the Target Shares, and vest as to one-third of the shares on each of March 8, 2020, March 8, 2021, and March 8, 2022 if the named executive officer remains in the continuous employ of the Company or an affiliate through each of the applicable vesting dates. If the officer's employment is terminated due to death or disability before the last vesting date, then any shares that remain unvested will vest in full as of the date of such termination. If there is a Qualifying Termination, then any shares that remain unvested will vest in full as of the termination date. If a change in control occurs before the last vesting date and the officer's employment is terminated in a Qualifying Termination as of the change in control date, or within twelve months of the change of control date, then any shares that remain unvested will vest in full as of the change in control date.

As of December 31, 2019, none of the shares under the time-based 2019 LTIP awards granted to the named executive officers were fully vested in accordance with the terms of the award agreements. The performance period for the performance-based 2019 LTIP awards granted to the named executive officers is still in progress.

Information regarding the LTIP awards for the transition period ended December 31, 2018 and for fiscal year 2018 are included in the proxy statements for the 2019 Annual Meeting and 2018 Annual Meeting, respectively.

~~Health, Retirement and Other Benefits~~

In an effort to attract, retain and fairly compensate talented employees, the Company offers various benefit plans to its employees, including a 401(k) benefit plan, and health, life insurance, and disability plans. These benefit plans are part of the Company's broad-based employee benefits program, and none of these plans are offered to the named executive officers either exclusively or with terms different from those offered to other eligible Company employees.

COVID-19 pandemic.

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~~Executive Benefits and Perquisites~~

In 2019, the only benefits or perquisites offered to any named executive officer either exclusively or with terms different from those offered to other eligible Company employees were the following: the provision of a data plan to all named executive officers, in addition to the Company's standard cell phone plan for employees. The Company provides executive benefits and perquisites to retain executive talent. The total value of all perquisites received by any of the named executive officers in 2019 was less than $10,000.

Determination of Compensation for Named Executive Officers ~~("NEOs")~~

The key factors the Compensation Committee considered in setting or approving the compensation for the named executive officers are discussed below and include the nature, scope, and level of their respective responsibilities and their individual contribution to the ~~Company's~~Company’s operational and financial results. These factors were considered as a whole, and no one factor was determinative of an ~~executive's~~executive’s compensation. Additionally, in the case of ~~senior~~named executive officers other than the CEO, the Compensation Committee considered the recommendations of the CEO.

Basis for Compensation of the Chief Executive Officer. In evaluating Mr. ~~Decker's~~Decker’s qualitative performance goals, the Committee and the independent trustees considered, among other factors, the ~~Company's~~Company’s ability to ~~strengthen its existing portfolio (including its completion of the transition to~~develop and execute on a ~~multifamily REIT), enhanced~~strategic plan, align organizational communication, and enhance operational proficiency and growth (including achievement of certain budget forecasts and ~~occupancy~~financial metrics)~~, and position as a growing multifamily REIT (including more than 90% NOI from multifamily properties at year-end and budgeted growth in FFO/AFFO)~~. In addition, the CEO was evaluated for his ability to recruit, empower, and develop a high-performing team. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. ~~The incentive awards granted to Mr. Decker for 2019 were granted based on the criteria and calculated in accordance with the formulas described above in the "~~~~Short-Term Incentive Awards~~~~" and "~~~~Long-Term Incentive Awards~~~~" section of this Compensation Discussion and Analysis.~~

Basis for Compensation of Other Named Executive ~~Officers.~~Officers. In evaluating Mr. ~~Kirchmann's~~Kirchmann’s and Ms. ~~Olson's~~Olson’s qualitative performance goals, the Committee and the independent trustees considered recommendations of the CEO. Among the other factors considered were the ~~Company's~~Company’s ability to ~~strengthen its existing portfolio (including its completion of the transition to~~develop and execute on a ~~multifamily REIT), enhanced~~strategic plan, align organizational communication, enhance operational proficiency and balance sheet strength (including achievement of certain ~~budget forecasts and occupancy~~financial metrics), and ~~position~~enhance the customer experience through development of comprehensive initiatives in operations and technology.

Achieved Performance and Payouts

The table below summarizes the total 2020 STIP payout earned by the named executive officers for the year ended December 31, 2020.

Name	AFFO⁽¹⁾	NOI Growth⁽²⁾	Adjusted EBITDA Margin⁽³⁾	Strategic Goals⁽⁴⁾	Total Payout	% of Target
Mark O. Decker, Jr.	$104,575	$105,280	$98,700	$98,700	$407,255	87%
Anne Olson	$64,080	$64,512	$60,480	$86,400	$275,472	96%
John A. Kirchmann	$50,619	$50,960	$47,775	$52,235	$201,679	89%

(1)	The Company generated AFFO of $3.11 per share/unit during the year ended December 31, 2020, with an 89% payout based on linear interpolation between the “threshold” of $3.04 and “target” of $3.13-$3.19.

(2)	The Company’s same-store NOI growth was 1.8% for the year ended December 31, 2020, with a 64% payout based on linear interpolation between the “below threshold” of 1.6% and “threshold” of 2.3%-2.5%.

(3)	The Company’s adjusted EBITDA margin was 47.5% for the year ended December 31, 2020, with a 105% payout based on linear interpolation between the “target” of 45.4%-47.4% and “maximum” of 48.4%.

(4)

With respect to the strategic goals, based on a number of factors including the achievement of individual qualitative objectives, the Compensation Committee, with the approval of the independent trustees, determined that (a) Mr. Decker earned a payout equal to 105%; (b) Ms. Olson earned a payout of 150%, and Mr. Kirchmann earned a payout equal to 115%.

Long-Term Incentive Awards

In April 2020, the shareholders approved the Amended and Restated 2015 Incentive Plan to expand the types of awards that may be issued under the Plan to include not only stock awards, stock unit awards and incentive awards, but also stock options, including nonqualified stock options and incentive options, as well as stock appreciation rights. The long-term incentive awards are issued pursuant to the Amended and Restated 2015 Incentive Plan and are subject to the terms and limitations of such Plan. The awards are evidenced by individual award agreements, which allows the Compensation Committee the flexibility to make changes easily in the future to reflect best practices in the market and REIT industry.

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2020 LTIP

In March 2020, upon the recommendation of the Compensation Committee, the independent trustees approved the grant of time-based RSUs for named executive officers, but deferred decisions relating to the grant of any other long-term incentives given the economic uncertainty related to COVID-19. In May 2020, the Compensation Committee recommended, and the independent trustees approved the remaining portions of the LTIP, which when combined with the March time-based RSU grants, represented the following percentage of each named executive officer’s base salary:

			Percentage of Base Salary
Mr. Decker			200%
Ms. Olson			125%
Mr. Kirchmann			100%

The Compensation Committee considered the following factors in establishing 2020 LTIP awards as a ~~growing multifamily REIT (including more than 90% NOI~~percentage of base salary for each executive officer: (i) the appropriate mix between fixed compensation and incentive compensation; (ii) market data derived from ~~multifamily properties~~the Peer Group for comparable positions; (iii) internal equity among executive officers; (iv) individual and Company performance; and (v) cost to the Company.

2020 Stock Options

Stock options comprised 67% of each named executive officer’s 2020 Target LTIP opportunity. The exercise price of each stock option is $66.36, which equals the grant date closing share price of our common stock. The options vest in equal installments on May 21, 2021, January 1, 2022, January 1, 2023, and January 1, 2024, subject to the named executive officer remaining in the continuous employ of the Company or an affiliate through each of the applicable vesting dates.

Stock options are exercisable for three (3) months after an officer terminates employment with the Company and all affiliates, unless such termination is due to the officer’s death or disability, in which case options are exercisable for twelve (12) months after the officer’s death or disability. However, the 2020 stock options may not be exercised after the options’ expiration date of May 21, 2030.

The named executive officers will realize no compensation under the stock option unless at ~~year-end~~the time of exercise the Company’s share price has increased over the share price at time of grant. Therefore, the time-based stock options help to align executive pay with company share performance and ~~budgeted growth~~to align the interests of our named executive officers with those of our shareholders.

At the time the stock options were granted, COVID-19 pandemic-related lockdowns were underway and there was considerable uncertainty making it a significant challenge to set 3-year goals for performance-based equity grant purposes. In this environment, the use of stock options instead of performance-based awards allowed the company to maintain alignment between long-term compensation and the interests of our shareholders. While the Compensation Committee intends to maintain stock options as part of its compensation structure, it anticipates that performance-based grants will remain the primary component of LTIP compensation once uncertainty from the pandemic subsides.

2020 Time-Based RSUs

Time-based RSUs comprised 33% of each named executive officer’s 2020 Target LTIP opportunity. The RSUs vest in ~~FFO/AFFO). The incentive~~equal installments on March 13, 2021, March 13, 2022, and March 12, 2023, subject to the named executive officer remaining in the continuous employ of the Company or an affiliate through each of the applicable vesting dates. If a named executive officer’s employment is terminated due to death or disability before the last vesting date, then any RSUs that remain unvested will vest in full as of the date of such termination. Upon vesting, each then vested RSU is settled and distributed in a single share of the Company’s common stock.

As of December 31, 2020, none of the shares under the time-based 2020 RSU awards granted to the ~~other~~ named executive officers ~~for 2019~~ were ~~granted based on the criteria and calculated~~vested in accordance with the ~~formulas described above~~terms of the award agreements.

Health, Retirement and Other Benefits

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These benefit plans are part of the Company’s broad-based employee benefits program, and none of these plans are offered to the named executive officers either exclusively or with terms different from those offered to other eligible Company employees.

Executive Perquisites

In 2020, the Company provided limited perquisites to our named executive officers, which included the following: cell phone, data plan and paid parking contracts. The Company provides perquisites to retain executive talent. The total value of all perquisites received by any of the named executive officers in 2020 was less than $10,000.

Say-On-Pay Results and Consideration

Say-On-Pay Voting Results for the "~~Short-Term Incentive Awards~~"Year ended December 31, 2020

At the Company’s 2020 Annual Meeting of Shareholders, shareholders approved of our executive compensation program by approximately 96.8% of the votes cast on the proposal. The Compensation Committee believes that the result of the advisory vote is valuable in assessing its compensation decisions and "~~Long-Term Incentive Awards~~~~" section~~considered the vote in reviewing and evaluating its executive compensation programs. The Compensation Committee also considered numerous other factors in evaluating the Company’s executive compensation programs as discussed in this Proxy Statement, including its desire to continue to enhance the alignment of ~~this~~our named executive officers’ interests with those of our shareholders.

While each of these factors (among other things, including the uncertainty created by the COVID-19 pandemic) informed the Committee’s decisions regarding the named executive officers’ compensation, the Compensation ~~Discussion~~Committee did not implement any changes to the Company’s executive compensation programs as a result of the shareholder advisory vote.

Say-On-Frequency Voting Results

At the Company’s 2017 Annual Meeting of Shareholders, a majority of the Company’s shareholders voted to hold an advisory vote on executive compensation every year. The Board considered the voting results on that proposal and ~~Analysis.~~

adopted a policy providing for an annual advisory shareholder vote on the Company’s executive compensation. The next required “say-on-frequency” advisory vote will occur at the Company’s 2023 Annual Meeting of Shareholders.

Employment Agreements

The Company does not have any employment agreements with any of its executive officers.

Company Policies

Clawback Policy

The Company believes it is important to foster and maintain a culture that emphasizes integrity and accountability and that reinforces the ~~Company's~~Company’s pay-for-performance compensation philosophy. For this reason, the Company adopted the Executive Incentive Compensation Recoupment Policy, more commonly known as a clawback policy, effective May 1, 2015. This policy applies to all executive officers, vice presidents and senior vice presidents who receive incentive compensation, including

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annual cash bonuses and cash and equity awards under the current or future STIP and LTIP, which are based on achievement of specified financial performance metrics. The policy applies to such awards approved, awarded, or granted on or after the effective date of May 1, 2015. The Board reviewed and updated the clawback policy in March 2020.

In the event the Company restates its financial statements due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, a person covered by this clawback policy will be required to reimburse or forfeit any incentive compensation received if such person engaged in fraud, intentional misconduct, or illegal behavior that caused or contributed to such restatement. The amount to be reimbursed or forfeited will be the amount of the incentive compensation paid or awarded to the person based on the erroneous financial data exceeding the amount that would have been paid based on restated results, as determined by the Board in its sole discretion. The Board will also determine the method for recouping such amounts, which may include: (1) requiring reimbursement of cash incentive compensation previously paid to the person; (2) seeking recovery of any gain realized on the vesting, sale, or other disposition of any equity-based awards; (3) offsetting the recouped amount from

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any compensation otherwise owed by the Company to the person; (4) canceling outstanding vested or unvested equity awards made to the person; and/or (5) taking any other remedial and recovery action permitted by law. The Company is not required to indemnify any covered executive from the reimbursement or forfeiture of incentive compensation sought or obtained pursuant to the clawback policy.

The Board has the sole discretion to decide whether it is appropriate to recoup the pre- or post-tax incentive compensation amount based on the ~~person's~~person’s circumstances. However, actions taken to recover such incentive compensation under this policy will be effected in a manner that does not result in adverse tax consequences for the person under Section 409A of the Internal Revenue Code (the ~~"Code"~~“Code”) and applicable rules and regulations. It is the ~~Company's~~Company’s intention that this policy be interpreted in a manner consistent with the requirements of Section 10D of the Exchange Act.

Change in Control Severance Agreements

The Company has entered into ~~"double-trigger"~~“double-trigger” Change in Control Severance Agreements with the named executive officers, ~~including~~ Ms. Olson and Messrs. Decker and Kirchmann. The Company believes it is important to provide such officers assurances regarding the benefits that will be payable if a change in control occurs (first trigger)and ~~and~~their employment with the Company and its affiliates is terminated without cause by the Company or terminated by the officer for good reason, as such terms are defined in the agreements (second trigger). Additional information regarding the terms of these Severance Agreements is described below under ~~"Executive~~“Executive Compensation — Potential Payments Upon Termination or Change in Control."

”

Share Ownership and Retention

Our named executive officers are subject to the Company’s Policy Regarding Share Ownership and Retention. This policy requires that the Mssrs. Decker and Kirchmann and Ms. Olson, within five years of the later of (i) September 20, 2018 or (ii) the officer’s hire date, owns shares of the Company equal to the following:

	Position			Value of Shares
	Chief Executive Officer			5x annual base salary
	Chief Operating Officer, Chief Financial Officer			2x annual base salary

The value of the Shares owned by a Participant is calculated as the number of Shares owned multiplied by the greater of (i) the closing per-Share price on the most recent trading date prior to the date of the determination, or (ii) the average closing per-Share price during the one-year trading period ending on the most recent trading date prior to the date of the determination.

Additionally, the named executive officers are required to retain an amount equal to 60% of the Net Shares received as a result of any equity awards granted to the Officer by the Company until the earlier of the time that (a) the applicable Ownership Guideline is reached, (b) the Officer is no longer employed by the Company, or (c) the Officer otherwise ceases to be an Officer. “Net Shares” are those vested Shares that remain after Shares are sold or withheld, as the case may be, to pay any applicable exercise price for the award and to satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award.

Hedging and Pledging of Company Securities

The Company has adopted a Policy Regarding Hedging and Pledging of Securities. Under this policy, our named executive officers are prohibited from: (1) directly or indirectly engaging in hedging or monetization transactions, through transactions in the Company’s securities or through the use of financial instruments designed for such purpose; and/or (2) pledging the Company’s securities as collateral for a loan, including without limitation through the use of traditional margin accounts with a broker.

Consideration of Certain Tax Effects

Section 162(m), as in effect prior to the enactment of the Tax Cuts and Jobs Act in December 2017 (the ~~"2017~~“2017 Tax ~~Act"~~Act”), generally disallowed a tax deduction to public companies for compensation of more than $1 million paid in any taxable year to each ~~"covered~~“covered employee,"” consisting of the CEO and the three other highest paid executive officers employed at the end of the year (other than the CFO). Performance-based compensation was exempt from this deduction limitation if we met specified requirements set forth in the Code and applicable Treasury Regulations.

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The 2017 Tax Act retained the $1 million deduction limit, but repealed the performance-based compensation exemption from the deduction limit and expanded the definition of ~~"covered~~“covered employees,"” effective for taxable years beginning after December 31, 2017. ~~"Covered employees"~~“Covered employees” will now also include any person who served as CEO or CFO at any time during a taxable year, as well as any

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person who was ever identified as a covered employee in 2017 or any subsequent year. Consequently, compensation paid in 2018 and later years to our ~~NEOs~~named executive officers in excess of $1 million will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.

The Department of Treasury issued Proposed Section 162(m) Regulations (the ~~"Proposed Regulations"~~“Proposed Regulations”) on December 17, 2019. These Proposed Regulations further clarified changes made by the 2017 Tax Act. Prior to the issuance of the Proposed Regulations, compensation paid by the Operating Partnership owned by a REIT was not subject to the provisions of Section 162(m). Under the Proposed Regulations, a ~~REIT's~~REIT’s distributive share of the compensation paid by the Operating Partnership would become subject to the Section 162(m) at the REIT level. These proposed regulations ~~apply~~applied to tax years ending after December 20, 2019, other than compensation paid pursuant to a binding written contract in effect on December 20, 2019.

On December 18, 2020, the Department of Treasury issued regulations (Final Regulations) conforming to and finalizing the Proposed Regulations published on December 17, 2019. The Final Regulations apply to tax years ending after December 18, 2020.

The Compensation Committee intends to continue to comply with the requirements of Section 162(m) as it existed prior to enactment of the 2017 Tax Act with respect to performance-based compensation in excess of $1 million payable under outstanding awards granted before November 2, 2017 under our LTIP, in order for them to qualify for the transitional relief. However, no assurance can be given that the compensation associated with these awards will qualify for the transitional relief, due to ambiguities and uncertainties as to the application and interpretation of newly revised Section 162(m) and the requirements for the transitional relief.

The Compensation Committee continues to believe that shareholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards were non-deductible in the past, and these and other types of awards are expected to be non-deductible in the future.

Compensation Committee Report

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation Committee of the Board:

Linda J. Hall (Chair)

Michael T. Dance

John A. Schissel

TABLE OF CONTENTS


		~~The Compensation Committee of the Board:~~ ~~Linda J. Hall (Chair)~~ ~~Emily N. Green~~ ~~John A. Schissel~~

~~Table of Contents~~

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by the named executive officers for the ~~year~~years ended December 31, 2020 and December 31, 2019. In light of our transition from an April 30 to a December 31 fiscal year-end in 2018, we are also reporting total compensation for the eight-month transition period ended December 31, 2018 and the ~~two~~ full fiscal ~~years~~year prior to that transition period, the fiscal ~~years~~year ended April 30, ~~2018 and 2017.~~2018. For a narrative discussion of the compensation determinations that were made for ~~2019,~~2020, please refer to the "“Compensation Discussion and ~~Analysis"~~Analysis” section of this Proxy Statement.

Name and Principal Position	Year		Salary ($)	LTIP Share and Option Awards⁽¹⁾ ($)	STIP Cash Compensation ⁽²⁾ ($)	All Other Compensation ($)	Total ($)
Mark O. Decker, Jr President, Chief Executive Officer and Chief Investment Officer		2020	470,000	784,668	407,255	13,346⁽⁴⁾	1,675,269
		2019	465,010	570,519	560,476	13,750⁽⁴⁾	1,609,755
	Transition Period	2018	300,470	445,146	337,773	16,575	1,099,964
	Fiscal Year	2018	444,050	592,793	509,769	201,599	1,748,211
J ohn A. Kirchmann Executive Vice President and Chief Financial Officer		2020	325,000	271,283	201,679	13,558⁽⁴⁾	811,520
		2019	325,000	263,052	271,295	19,750⁽⁴⁾	879,097
	Transition Period	2018	220,033	228,038	173,051	16,069	637,191
	Fiscal Year	2018	325,000	399,383	238,240	40,029	1,002,652
Anne Olson⁽³⁾ Executive Vice President, Chief Operating Officer, General Counsel, and Secretary		2020	360,000	375,659	275,472	13,625⁽⁴⁾	1,024,756
		2019	360,000	364,193	300,510	13,750⁽⁴⁾	1,038,453
	Transition Period	2018	238,358	360,873	191,688	18,690	809,609
	Fiscal Year	2018	325,000	399,383	261,170	22,925	1,008,478

(1)

The amounts included in this column for 2020 represent the full grant date fair value, computed in accordance with ASC Topic 718, of shares and stock options awarded under 2020 LTIP awards. The time-based RSUs were granted on March 13, 2020 and the stock options were granted on May 21, 2020. Each applicable officer received two LTIP awards on the applicable grant date: (i) time-based RSUs which vest ratably over a three-year period provided the recipient is still employed with the Company (“time-based LTIP award”); and (ii) stock options which vest ratably over a four-year period provided the recipient is still employed with the Company (“stock options”). See the “Long-Term Incentive Awards – 2020 LTIP” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.

(2)

The amounts included in this column represent the cash awards earned under the referenced 2020 or 2019 fiscal year or 2018 transition period or fiscal year pursuant to the Company’s STIP, based on the 2020, 2019, or 2018 transition period or fiscal year performance. The awards were paid following the end of 2020, 2019, the 2018 transition period or applicable fiscal year. See the “Short-Term Incentive Awards” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.

(3)	Ms. Olson was promoted to Chief Operating Officer on June 25, 2018.

(4)	Consists of 401(k) company contributions.

Name and Principal Position
Year
Salary
($)
LTIP Share
Awards⁽¹⁾
($)
STIP
Incentive Cash
Compensation⁽²⁾
($)
All Other
Compensation
($)
Total
($)

Mark O. Decker, Jr.⁽³⁾
2019 465,010 570,519 560,476 13,750⁽⁵⁾ 1,609,755
President, Chief Executive Officer and
Transition period 2018 300,570 445,146 337,773 16,575 1,100,064
Chief Investment Officer
Fiscal year 2018 444,050 592,793 509,769 201,599 1,748,211
Fiscal year 2017 281,058 502,014 83,862 19,633 886,567
John A. Kirchmann
2019 325,000 263,052 271,295 19,750⁽⁵⁾ 879,097
Executive Vice President and Chief
Transition period 2018 220,033 228,038 173,051 16,069 637,191
Financial Officer
Fiscal year 2018 325,000 399,383 238,240 40,029 1,002,652
Anne M. Olson⁽⁴⁾
2019 360,000 364,193 300,510 13,750⁽⁵⁾ 1,038,453
Executive Vice President, Chief Operating
Transition period 2018 238,358 360,873 191,688 18,690 809,609
Officer, General Counsel, and Secretary
Fiscal year 2018 325,000 399,383 261,170 22,925 1,008,478

~~(1)~~: The amounts included in this column for 2019 represent the full grant date fair value, computed in accordance with ASC Topic 718, of shares awarded under 2019 LTIP awards. Such LTIP awards were granted on March 8, 2019. Each applicable officer received two LTIP awards on the applicable grant date: (i) time-based RSUs which vests ratably over a three-year period provided the recipient is still employed with the Company ("time-based LTIP award"); and (ii) performance-based RSUs which vests based on achieving certain performance goals at the end of the performance period, or December 31, 2021, provided that the recipient is still employed with the Company ("performance-based LTIP award"). The grant date fair value for the performance-based LTIP awards were based on the target number of shares under the award. See the "Long-Term Incentive Awards – 2019 LTIP" section of the Compensation Discussion and Analysis section of this Proxy Statement for more information
~~(2)~~: The amounts included in this column represent the cash awards earned under the referenced 2018 transition period or fiscal year pursuant to the Company's STIP, based on the 2018 transition period or fiscal year performance. The awards were paid following the end of 2019, the 2018 transition period or applicable fiscal year. See the "Short-Term Incentive Awards" section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
~~(3)~~: ~~Mr. Decker was promoted to Chief Executive Officer on April 27, 2017.~~
~~(4)~~: ~~Ms. Olson was promoted to Chief Operating Officer on June 25, 2018.~~
~~(5)~~: ~~Consists of 401(k) company contributions.~~

The charts set forth below show the percentages of compensation paid to the named executive officers in ~~2019~~2020 for base salary, LTIP share and stock option awards, STIP ~~incentive~~ cash compensation, and all other compensation.

~~Table of Contents~~TABLE OF CONTENTS

Grants of Plan-Based Awards

The following table presents information regarding share awards and incentive cash compensation granted to the named executive officers for performance during ~~2019~~2020 under the ~~Company's~~Company’s Amended and Restated 2015 Incentive Plan.

		Estimated Future Payouts under Non-Equity Incentive Awards⁽¹⁾				Estimated Future Payouts under Equity Incentive Awards⁽²⁾			All Other Share Awards: No. of Shares⁽³⁾	No. of Options ⁽⁴⁾	Exercise or Base Price of Option Award ($/Share)	Grant Date Fair Value ($)⁽⁴⁾
Name	Type of Award	Threshold ($)	Target ($)	Maximum ($)	Grant Date	Thres hold (#)	Targ et (#)	Maxi mum (#)	All Other Share Awards: No. of Shares⁽³⁾	No. of Options ⁽⁴⁾	Exercise or Base Price of Option Award ($/Share)	Grant Date Fair Value ($)⁽⁴⁾
Mark O. Decker, Jr.	STIP	235,000	470,000	705,000
	Time-Based RSUs				3/13/2020	—	—	—	4,148			296,458
	Stock Options				5/21/2020	—	—	—		67,293	66.36	488,211
John A. Kirchmann	STIP	113,750	227,500	341,250
	Time-Based RSUs				3/13/2020	—	—	—	1,434			102,488
	Stock Options				5/21/2020	—	—	—		23,266	66.36	168,795
Anne Olson	STIP	144,000	288,000	432,000
	Time-Based RSUs				3/13/2020	—	—	—	1,986			141,939
	Stock Options				5/21/2020	—	—	—		32,215	66.36	233,720

(1)

STIP awards for 2020 Performance: Includes the potential range of 2020 STIP cash awards as described in the Compensation Discussion and Analysis section of this Proxy Statement. The actual amount earned for 2020 performance is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

(2)	No Performance-based LTIP awards were granted in 2020.

(3)

Time-based LTIP awards granted on March 13, 2020, which vest ratably on each March 13, 2021, 2022, and 2023, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards – 2020 LTIP” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.

(4)

Stock option LTIP awards granted on May 21, 2020, which vest ratably on each May 21, 2021, January 1, 2022, 2023, and 2024, provided that the recipient is still employed with the Company. See the “Long-Term Incentive Awards – 2020 LTIP” section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.

(5)	The amounts included in this column represent the full grant date fair value, computed in accordance with ASC Topic 718, of shares and stock options awarded under the Amended and Restated 2015 Incentive Plan.

Estimated Future Payouts under Non-Equity Incentive Awards⁽¹⁾
Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾

All Other
Share
Awards:
No. of
Shares⁽³⁾

Grant-
Date
Fair Value
($)⁽⁴⁾

Name
Type of Award
Threshold
($)
Target
($)
Maximum
($)
Grant
Date
Threshold
(#)
Target
(#)
Maximum
(#)

Mark O. Decker, Jr.
STIP   235,000 470,000 705,000
Performance Based RSUs 3/8/2019 1,314 5,257 10,514 417,879
Time-Based RSUs 3/8/2019 2,629 152,640
John A. Kirchmann
STIP   113,750 325,000 341,250
Performance Based RSUs 3/8/2019 606 2,424 4,848 192,684
Time-Based RSUs 3/8/2019 1,212 70,369
Anne Olson
STIP   126,000 360,000 378,000
Performance Based RSUs 3/8/2019 839 3,356 6,712 266,768
Time-Based RSUs 3/8/2019 1,678 97,425

~~(1)~~: STIP awards for 2019 Performance: Includes the potential range of 2019 STIP cash awards as described in the Compensation Discussion and Analysis section of this Proxy Statement. The actual amount earned for 2019 performance is reported under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.
~~(2)~~: Performance-based LTIP awards granted on March 8, 2019, which vest based on achieving certain performance goals at the end of the performance period, or December 31, 2021, provided that the recipient is still employed with the Company. See the "Long-Term Incentive Awards – 2019 LTIP" section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
~~(3)~~: Time-based LTIP awards granted on March 8, 2019, which vest ratably on each March 8, 2020, 2021, and 2022, provided that the recipient is still employed with the Company. See the "Long-Term Incentive Awards – 2019 LTIP" section of the Compensation Discussion and Analysis section of this Proxy Statement for more information.
~~(4)~~: ~~The amounts included in this column represent the full grant date fair value, computed in accordance with ASC Topic 718, of shares awarded under the 2015 Incentive Plan.~~

~~Table of Contents~~

Outstanding Equity Awards at December 31, ~~2019~~

2020

The following table presents information regarding share awards granted to each of the named executive officers under the Amended and Restated 2015 Incentive Plan which were outstanding at December 31, ~~2019~~2020 but had not yet been earned or vested. See "“Grants of Plan-Based Awards Table"” for more information.

Name	Grant Date	Unexercised exercisable options	Unexercised unexercisable options⁽¹⁾	Option Exercise ($)	Option Expiration date	# of shares not vested (RSUs)⁽³⁾	Market value of shares that have not vested($)⁽²⁾	Number of unearned shares that have not vested (PSUs)⁽⁴⁾	Market value of unearned shares that have not vested($)⁽²⁾
Mark O. Decker, Jr.	5/21/2020	—	67,293	66.36	5/21/2030	—	—	—	—
	3/13/2020	—	—	—	—	4,148	293,015	—	—
	3/8/2019	—	—	—	—	1,753	123,832	—	—
	3/8/2019	—	—	—	—	—	—	5,257	371,354
	7/20/2018	—	—	—	—	878	62,022	—	—
	7/20/2018	—	—	—	—	—	—	5,268	372,132
John A. Kirchmann	5/21/2020	—	23,266	66.36	5/21/2030	—	—	—	—
	3/13/2020	—	—	—	—	1,434	101,298	—	—
	3/8/2019	—	—	—	—	808	57,077	—	—
	3/8/2019	—	—	—	—	—	—	2,424	171,231
	7/20/2018	—	—	—	—	449	31,717	—	—
	7/20/2018	—	—	—	—	—	—	2,699	190,657

TABLE OF CONTENTS

Name	Grant Date	Unexercised exercisable options	Unexercised unexercisable options⁽¹⁾	Option Exercise ($)	Option Expiration date	# of shares not vested (RSUs)⁽³⁾	Market value of shares that have not vested($)⁽²⁾	Number of unearned shares that have not vested (PSUs)⁽⁴⁾	Market value of unearned shares that have not vested($)⁽²⁾
Anne Olson	5/21/2020	—	32,215	66.36	5/21/2030	—	—	—	—
	3/13/2020	—	—	—	—	1,986	140,291	—	—
	3/8/2019	—	—	—	—	1,119	79,046	—	—
	3/8/2019	—	—	—	—	—	—	3,356	237,068
	7/20/2018	—	—	—	—	712	50,296	—	—
	7/20/2018	—	—	—	—	—	—	4,271	301,703

		~~Share Awards~~
(1)
~~Name~~	~~Grant Date~~	~~Equity Incentive Plan~~ ~~Awards:~~ ~~Number of Shares~~ ~~That Have Not Vested~~ ~~(#)~~		~~Equity Incentive Plan~~ ~~Awards:~~ ~~Market Value of Shares~~ ~~That~~ ~~Have Not Vested~~⁽¹⁾ ~~($)~~		~~Equity Incentive~~ ~~Awards: Number of~~ ~~Unearned Shares That~~ ~~Have Not Vested~~		~~Equity Incentive Plan~~ ~~Awards:~~ ~~Market Value of~~ ~~Unearned Shares That~~ ~~Have Not Vested~~⁽¹⁾ ~~($)~~

~~Mark O. Decker, Jr.~~	~~3/8/2019~~		~~2,629~~⁽²⁾		~~190,603~~
	~~3/8/2019~~						~~5,257~~⁽³⁾		~~381,133~~
	~~7/20/2018~~		~~1,756~~⁽²⁾		~~127,310~~
	~~7/20/2018~~						~~5,268~~⁽³⁾		~~381,930~~
	~~6/21/2017~~		~~812~~⁽²⁾		~~58,870~~
	~~6/21/2017~~						~~2,435~~⁽³⁾		~~176,538~~
	~~6/21/2017~~						~~2,435~~⁽³⁾		~~176,538~~
	~~5/1/2017~~		~~548~~⁽²⁾		~~39,730~~
~~John A. Kirchmann~~	~~3/8/2019~~		~~1,212~~⁽²⁾		~~87,870~~
	~~3/8/2019~~						~~2,424~~⁽³⁾		~~175,740~~
	~~7/20/2018~~		~~899~~⁽²⁾		~~65,178~~
	~~7/20/2018~~						~~2,699~~⁽³⁾		~~195,678~~
	~~6/21/2017~~		~~415~~⁽²⁾		~~30,088~~
	~~6/21/2017~~						~~1,247~~⁽³⁾		~~90,408~~
	~~6/21/2017~~						~~1,247~~⁽³⁾		~~90,408~~
	~~4/30/2017~~		~~822~~⁽⁴⁾		~~59,595~~
~~Anne Olson~~	~~3/8/2019~~		~~1,678~~⁽²⁾		~~121,655~~
	~~3/8/2019~~						~~3,356~~⁽³⁾		~~243,310~~
	~~7/20/2018~~		~~1,423~~⁽²⁾		~~103,168~~
	~~7/20/2018~~						~~4,271~~⁽³⁾		~~309,658~~
	~~6/21/2017~~		~~415~~⁽²⁾		~~30,088~~
	~~6/21/2017~~						~~1,247~~⁽³⁾		~~90,408~~
	~~6/21/2017~~						~~1,247~~⁽³⁾		~~90,408~~
	~~4/30/2017~~		~~822~~⁽⁴⁾		~~59,595~~					Stock option award which vests ratably over four years after the grant date.

(2)	Based on the closing market price per common share at December 31, 2020, which was $70.64.

(3)	Time-based LTIP award which vests ratably over three years after the grant date.

(4)	Performance-based LTIP award which vests based on achieving certain performance goals at the end of the three-year performance period. The number of shares and market value of unearned shares for such awards are based on the target number of shares under the award.

~~(1)~~: ~~Based on the closing market price per common share at December 31, 2019, which was $72.50.~~
~~(2)~~: ~~Time-based LTIP award which vests ratably over three years after the grant date.~~
~~(3)~~: Performance-based LTIP award which vests based on achieving certain performance goals at the end of the three-year performance period. The number of shares and market value of unearned shares for such awards are based on the target number of shares under the award.
~~(4)~~: ~~Signing bonus award upon joining the Company.~~

~~Table of Contents~~

Shares Vested

The following table presents information regarding share awards and RSUs granted to each of the named executive officers under the Amended and Restated 2015 Incentive Plan which vested during ~~2019.~~2020. All shares were or became fully vested and unrestricted on December 31, ~~2019. The Company has not granted any share option awards to the named executive officers.~~

2020.

Mark O. Decker Jr.

6/21/2017

5/21/2020

4,627⁽¹⁾

307,048

6/21/2017

5/21/2020

1,972⁽¹⁾

130,862

5/1/2017

5/1/2020

548⁽²⁾

32,732

6/21/2017

5/1/2020

812⁽³⁾

48,501

7/20/2018

4/30/2020

878⁽⁴⁾

54,989

3/8/2019

3/8/2020

876⁽⁵⁾

66,392

Total

9,713

640,524

John A. Kirchmann

6/21/2017

5/21/2020

2,369⁽¹⁾

157,207

6/21/2017

5/21/2020

1,010⁽¹⁾

67,024

4/30/2017

4/30/2020

822⁽⁶⁾

51,482

6/21/2017

5/1/2020

415⁽³⁾

24,788

7/20/2018

4/30/2020

450⁽⁴⁾

28,184

3/8/2019

3/8/2020

404⁽⁵⁾

30,619

Total

5,470

359,304

Anne Olson

6/21/2017

5/21/2020

2,369⁽¹⁾

157,207

6/21/2017

5/21/2020

1,010⁽¹⁾

67,024

4/30/2017

4/30/2020

822⁽⁶⁾

51,482

6/21/2017

5/1/2020

415⁽³⁾

24,788

7/20/2018

4/30/2020

711⁽⁴⁾

44,530

3/8/2019

3/8/2020

559⁽⁵⁾

42,367

Total

5,886

387,398

(1)	These shares consist of the performance-based LTIP awards granted on June 21, 2017.

(2)	These shares consist of one-third of the time-based LTIP awards granted on May 1, 2017.

(3)	These shares consist of one-third of the time-based LTIP awards granted on June 21, 2017.

(4)	These shares consist of one-third of the time-based LTIP awards granted on July 20, 2018.

(5)	These shares consist of one-third of the time-based LTIP awards granted on March 8, 2019.

TABLE OF CONTENTS

			~~Share Awards~~
(6)
~~Name~~	~~Grant Date~~	~~Vest Date~~	~~Number~~These shares consist of ~~Shares~~ ~~Acquired~~one-third of the time-based LTIP awards granted on ~~Vesting~~ ~~(#)~~		~~Value Realized~~ ~~on Vesting~~ ~~($)~~

~~Mark O. Decker, Jr.~~	~~8/8/2016~~	~~4/30/2019~~		~~1,406~~⁽¹⁾		~~83,727~~
	~~8/8/2016~~	~~5/1/2019~~		~~429~~⁽²⁾		~~25,860~~
	~~8/8/2016~~	~~8/8/2019~~		~~1,023~~⁽²⁾		~~66,526~~
	~~5/1/2017~~	~~5/1/2019~~		~~548~~⁽³⁾		~~33,033~~
	~~6/21/2017~~	~~5/1/2019~~		~~811~~⁽⁴⁾		~~48,887~~
	~~7/20/2018~~	~~7/20/2019~~		~~878~~⁽⁵⁾		~~52,417~~
~~John A. Kirchmann~~	~~4/30/2017~~	~~4/30/2019~~		~~822~~⁽⁶⁾		~~48,950~~
	~~6/21/2017~~	~~5/1/2019~~		~~416~~⁽⁴⁾		~~25,076~~
	~~7/20/2018~~	~~7/20/2019~~		~~450~~⁽⁵⁾		~~26,865~~
~~Anne Olson~~	~~4/30/2017~~	~~4/30/2019~~		~~822~~⁽⁶⁾		~~48,950~~
	~~6/21/2017~~	~~5/1/2019~~		~~416~~⁽⁴⁾		~~25,076~~
	~~7/20/2018~~	~~7/20/2019~~		~~712~~⁽⁵⁾		~~42,506~~	April 30, 2017.

(7)	Value realized equals the closing price of our common shares on the vesting date multiplied by the number of shares vested.

~~(1)~~: ~~These shares consist of the performance-based LTIP awards granted on August 8, 2016.~~
~~(2)~~: ~~These shares consist of one-third of the time-based LTIP awards granted on August 8, 2016.~~
~~(3)~~: ~~These shares consist of one-third of the time-based LTIP awards granted on May 1, 2017.~~
~~(4)~~: ~~These shares consist of one-third of the time-based LTIP awards granted on June 21, 2017.~~
~~(5)~~: ~~These shares consist of one-third of the time-based LTIP awards granted on July 20, 2018.~~
~~(6)~~: ~~These shares consist of one-third of the time-based LTIP awards granted on April 30, 2017.~~
~~(7)~~: ~~Value realized equals the closing price of our common shares on the vesting date multiplied by the number of shares vested.~~

Equity Compensation Plan Information

The following table provides information as of December 31, ~~2019~~2020 regarding compensation plans (including individual compensation arrangements) under which the ~~Company's~~Company’s common shares of beneficial interest are available for issuance:

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders⁽¹⁾	190,870	$66.36	564,716⁽²⁾
Equity compensation plans not approved by security holders	—	—	—
Total	190,870	$66.36	564,716⁽²⁾

(1)	Consists of 51,822 outstanding RSUs and 139,048 stock options granted under the Amended and Restated 2015 Incentive Plan.

(2)	Includes shares available for issuance under the Amended and Restated 2015 Incentive Plan, as amended by the First Amendment proposed in this proxy statement.

Equity Compensation Plan Information
Plan category
Number of securities
to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
(c)

Equity compensation plans approved by security holders⁽¹⁾
28,151 — 374,703 ⁽²⁾
Equity compensation plans not approved by security holders
— — —
Total
28,151 — 374,703 ⁽²⁾

~~(1)~~: ~~Consists of 28,151 outstanding RSUs granted under the 2015 Incentive Plan.~~
~~(2)~~: ~~Includes shares available for issuance under the 2015 Incentive Plan.~~

~~Table of Contents~~

Potential Payments Upon Termination or Change in Control

On June 19, 2018, the Company adopted a form of Change in Control Severance Agreements ("(“Change in Control ~~Agreements"~~Agreements”), and each of Mr. Decker, Mr. Kirchmann, and Ms. Olson have entered into a Change in Control Agreement with the Company. Under each agreement, an officer will receive severance payments and benefits if a change in control occurs and his or her employment with the Company and its affiliates is terminated ~~"without cause"~~“without cause” by the Company or terminated by the officer for ~~"good~~“good reason,"” as such terms are defined in the agreements. Such payments and receipt of benefits are also contingent on the officer: (1) signing a release and waiver of all claims against the Company; and (2) complying with certain covenants during employment and after termination, including a non-compete provision for one year for Mr. Decker, the CEO at the time, and six months for the other executive officers; non-recruitment, or non-solicitation, provision; non-disparagement provision; and confidentiality agreement.

Under the agreements, severance benefits include:

•

a lump-sum severance payment equal to 2x for Mr. Decker (as CEO) and 1x for other executive officers the sum of

o: base salary ~~plus~~
o: and the target annual cash ~~bonus~~

•

bonus;

outstanding non-vested share awards that vest based on continued employment ~~immediately become vested;~~vest immediately; and

•

outstanding non-vested, performance-based share awards that vest based on performance goals ~~will remain outstanding until~~vest as though the ~~end~~target performance was achieved as of the ~~performance measurement period and become vested to the extent the performance goals are achieved.~~

change in control date.

Executive officers are also entitled to reimbursement of certain health insurance coverage for up to 18 months and benefits under other Company plans and programs per the terms of such plans and programs. Executive officers would not receive any payment in the event of a termination without good reason by the officer or a termination for cause by the Company.

Under the Change in Control Severance Agreements, a ~~"change~~“change in ~~control"~~control” includes:

•

with certain exceptions, the acquisition, directly or indirectly, by any person or group of beneficial ownership of securities entitled to vote generally in the election of trustees of the Company that represent 35% or more of the combined voting power of the ~~Company's~~Company’s then-outstanding voting securities;

•

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individuals who, as of the effective date of this Plan, constitute the Board cease for any reason to constitute at least a majority of the Board;

•

the consummation by the Company of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the ~~Company's~~Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction:

•: which results in the ~~Company's~~Company’s voting securities outstanding immediately before the transaction continuing to represent, directly or indirectly, at least 50% of the combined voting power of the successor ~~entity's~~entity’s outstanding voting securities immediately after the transaction; and
•: after which no person or group beneficially owns voting securities representing 35% or more of the combined voting power of the successor entity; or

•

approval by the ~~Company's~~Company’s shareholders of a liquidation or dissolution of the Company.

~~Table of Contents~~

The full definition of ~~"change~~“change in ~~control"~~control” is contained in the Amended and Restated 2015 Incentive Plan ~~which is attached hereto as Appendix B.~~

of the Company.

Under the Change in Control Severance Agreements, ~~"Cause"~~“Cause” means (i) the ~~Executive's~~Executive’s willful conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the ~~Executive's~~Executive’s breach of certain covenants; (iii) the ~~Executive's~~Executive’s breach of the ~~Executive's~~Executive’s fiduciary duties to the Company or an Affiliate; (iv) the ~~Executive's~~Executive’s conviction of any crime (or entering a plea of guilty ornolo contendreto any crime) constituting a felony; or (v) the ~~Executive's~~Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities. A termination of the Executive ~~shall~~will not be for ~~"Cause"~~“Cause” unless the decision to terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board).

Under the Change in Control Severance Agreements,~~"Good Reason"~~ “Good Reason” means, without the express written consent of the Executive, (i) a change in the ~~Executive's~~Executive’s position with the Company or an affiliate which results in a material diminution of the ~~Executive's~~Executive’s authority, duties or responsibilities; (ii) a material reduction by the Company or an affiliate in the annual rate of the ~~Executive's~~Executive’s base salary; (iii) a change in the location of the ~~Executive's~~Executive’s principal office to a different place that is more than fifty miles from the ~~Executive's~~Executive’s principal office immediately prior to such change; or (iv) the ~~Company's~~Company’s material breach of this Agreement. A reduction in the ~~Executive's~~Executive’s rate of annual base pay ~~shall be~~is material if the rate of annual base salary on any date is less than ninety percent (90%) of the ~~Executive's~~Executive’s highest rate of annual base pay as in effect on any date in the preceding thirty-six (36) months;provided, however, that a reduction in the ~~Executive's~~Executive’s rate of annual base pay ~~shall~~will be disregarded to the extent that the reduction is applied similarly to the ~~Company's~~Company’s other officers. Notwithstanding the two preceding sentences, a change in the ~~Executive's~~Executive’s duties or responsibilities or a reduction in the annual rate of the ~~Executive's~~Executive’s base salary in connection with the ~~Executive's~~Executive’s termination of employment (for Cause, disability or retirement), ~~shall~~will not constitute Good Reason and the Executive ~~shall~~will not have Good Reason to resign solely because the Company does not have common stock or other securities that are publicly traded. A resignation by the Executive ~~shall~~will not be with ~~"Good Reason"~~“Good Reason” unless the Executive gives the Company written notice specifying the event or condition that the Executive asserts constitutes Good Reason, the notice is given no more than ninety days after the occurrence of the event or initial existence of the condition that the Executive asserts constitutes Good Reason, and the Company has failed to remedy or cure the event or condition during the thirty-day period after such written notice is given to the Company.

Amended and Restated 2015 Incentive Plan

Under the ~~current~~Amended and Restated 2015 Incentive Plan (regardless of whether or not the Amendment is approved), in the event a change in control occurs (as defined under the 2015 Incentive Plan), the administrator may, at its discretion, require outstanding share and option awards, share unit awards, and incentive awards be assumed by the surviving entity or replaced by a comparable substitute award of substantially equal value issued by the surviving entity.

If awards are not assumed or replaced with substitute awards, the administrator may provide that: (1) share or option awards become vested in full; (2) share unit awards become earned in full and paid in vested common shares; and (3) incentive awards become earned, in whole or in part, in accordance with the terms of the award. In addition, the administrator may provide that share unit awards and incentive awards be canceled and exchanged for payment in

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cash, common shares, or other securities received by the ~~Company's~~Company’s shareholders in the change in control transaction equal to the price per share received by shareholders for each common share in the change in control transaction.

~~Table of Contents~~

The following table provides information about the estimated maximum amounts payable to those named executive officers who were serving in their positions at the Company as of December 31, ~~2019~~2020 under various scenarios, assuming a change in control and/or termination had occurred on December 31, ~~2019.~~2020. The table below does not include payments or benefits that are not conditioned on termination or change in control, including accrued but unpaid vacation or other compensation, the cash amounts under outstanding STIP awards or number of vested shares under outstanding LTIP awards that otherwise would be payable to the named executive officer as of December 31, ~~2019.~~

2020.

Name and Termination Scenario	Cash Payment ($)⁽¹⁾	Acceleration of Vesting of Long-Term Equity Incentive Awards ($)⁽²⁾	Total ($)
Mark O. Decker, Jr. – President, Chief Executive Officer, and Chief Investment Officer
By Company For Cause⁽³⁾	—	—	—
By Company Without Cause	—	766,883	766,883
Upon Death or Disability	—	1,510,369	1,510,369
Upon Change in Control⁽⁴⁾	—	766,883	766,883
Upon Change in Control and Termination⁽⁵⁾	1,903,451⁽⁶⁾	1,510,369	3,413,820
John A. Kirchmann – Executive Vice President and Chief Financial Officer
By Company For Cause⁽³⁾	—	—	—
By Company Without Cause	—	289,671	289,671
Upon Death or Disability	—	651,559	651,559
Upon a Change in Control⁽⁴⁾	—	289,671	289,671
Upon Change in Control and Termination⁽⁵⁾	569,941⁽⁶⁾	651,559	1,221,500
Anne Olson – Executive Vice President — Chief Operating Officer, General Counsel, and Secretary
By Company For Cause⁽³⁾	—	—	—
By Company Without Cause	—	407,513	407,513
Upon Death or Disability	—	946,284	946,284
Upon Change in Control⁽⁴⁾	—	407,513	407,513
Upon Change in Control and Termination⁽⁵⁾	671,451⁽⁶⁾	946,284	1,617,735

(1)	This column assumes that there was neither accrued but unpaid base compensation nor vacation time earned but unpaid as of December 31, 2020.

(2)

Amounts in this column reflect accelerated vesting of awards of restricted common shares, RSUs, and stock options under the LTIP awards that were outstanding at December 31, 2020. For purposes of this table, it is assumed that all the common shares under the performance-based LTIP awards have been earned and that the market value of a common share is $70.64, the closing market price per common share at the close of business on December 31, 2020.

(3)	No payments are made and no vesting occurs if the Company terminates the officer for “cause” as defined in the LTIP awards.

(4)	This reflects the occurrence of a change in control without termination, which would not trigger severance payments under the Change in Control Severance Agreement.

(5)

This reflects the occurrence of a change in control and the officer’s employment was terminated by the Company without cause or by the officer with good reason, thereby triggering severance payments under the Change in Control Severance Agreement, assuming that all conditions under such agreement had been met as of December 31, 2020.

(6)	Includes the reimbursement of health care benefits, estimated to be $23,451 for Mr. Decker, $17,441 for Mr. Kirchmann, and $23,451 for Ms. Olson, assuming the reimbursement is for the full 18-month period and based on monthly premiums in place as of December 31, 2020.

Name and Termination Scenario
Cash Payment
($)⁽¹⁾
Acceleration of Vesting
of Long-Term Equity
Incentive Awards
($)⁽²⁾
Total
($)

Mark O. Decker, Jr. – President, Chief Executive Officer, and Chief Investment Officer

By Company For Cause⁽³⁾
— — —
By Company Without Cause
— 416,513 416,513
Upon Death or Disability
— 1,532,650 1,532,650
Upon Change in Control⁽⁴⁾
— 416,513 416,513
Upon Change in Control and Termination⁽⁵⁾
1,900,952 ⁽⁶⁾ 1,532,650 3,433,602
John A. Kirchmann – Executive Vice President and Chief Financial Officer

By Company For Cause⁽³⁾
— — —
By Company Without Cause
— 242,730 242,730
Upon Death or Disability
— 794,963 794,963
Upon a Change in Control⁽⁴⁾
— 242,730 242,730
Upon Change in Control and Termination⁽⁵⁾
567,702 ⁽⁶⁾ 794,963 1,362,665
Anne M. Olson – Executive Vice President — Chief Operating Officer, General Counsel, and Secretary

By Company For Cause⁽³⁾
— —
By Company Without Cause
— 314,505 314,505
Upon Death or Disability
— 1,048,278 1,048,278
Upon Change in Control⁽⁴⁾
— 314,505 314,505
Upon Change in Control and Termination⁽⁵⁾
632,881 ⁽⁶⁾ 1,048,278 1,681,159
47

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company is providing the following information regarding the ratio of the total compensation of its median employee for ~~2019~~2020 to the total compensation of Mark O. Decker, Jr., the ~~Company's~~Company’s President and Chief Executive Officer (the ~~"CEO"~~“CEO”), for ~~2019.~~2020. The Company considers the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements in Item 402(u) of Regulation S-K.

For the year ended December 31, ~~2019:~~

•: 2020:

the total compensation of the employee who represents the ~~Company's~~Company’s median compensated employee (other than the CEO) was ~~$41,913;~~$46,603; and

•

the total compensation of the CEO, as reported in the Summary Compensation Table above, was ~~$1,609,755.~~

$1,675,269.

Based on this information, for ~~2019,~~2020, the annual total compensation of our CEO was approximately 3836 times the median total compensation of all of our employees (other than the CEO) for the year ended December 31, ~~2019.~~

2020.

Determining the Median Employee

~~Employee Population~~

~~The Company used its employee population as of~~

Since the proxy statement for the year ended December 31, 2019 as(the “2020 Proxy”), there has been no significant change in the ~~determination date~~Company’s employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. However, because the original median employee determined for ~~identifying its~~the 2019 proxy statement is no longer employed by the Company, the Company is using another employee whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee. ~~As of such date,~~For the ~~employee population consisted of 388 individuals, including full-time, part-time, seasonal and temporary employees. For~~ purposes of the pay ratio calculation, the ~~Company's~~Company’s employee population consists of ~~all~~ full-time and part-time employees at all locations, including all temporary employees employed as of the ~~determination date.~~

~~Methodology for Determining Our Median Employee~~

~~To identify the median employee from the employee population, the Company used~~measurement date, and compensation is based on actual wages and benefits paid, ~~(as reported on Form W-2),~~ according to ~~its~~ U.S. and local payroll records, ~~in the year ended December 31, 2019. In identifying the median employee, the Company~~using annualized ~~the~~ compensation offor all ~~full- and part-time permanent~~ employees who were new ~~hires in the year ended December 31, 2019,~~hires.

Compensation Measure and ~~did not make any cost-of-living adjustments.~~

Total Compensation of the Median Employee for ~~2019~~

2020

With respect to the total compensation of the median employee for the year ended December 31, ~~2019,~~2020, the Company calculated such ~~employee's~~employee’s compensation for ~~2019~~2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

Total Compensation of the CEO for ~~2019~~

2020

With respect to the total compensation of the CEO for the year ended December 31, ~~2019,~~2020, the Company used the amount reported in the ~~"Total"~~“Total” column of the Summary Compensation Table for ~~2019~~2020 included in this Proxy Statement. Any adjustments, estimates and assumptions used to calculate his total compensation are described in the footnotes to the Summary Compensation Table.

~~Table of Contents~~

Compensation Policies and Risk Management

The Compensation Committee members evaluate the principal elements of executive and non-executive compensation to determine whether they encourage excessive risk-taking. While the Compensation Committee members focus on the compensation of the executive officers because risk-related decisions depend predominantly on their judgment, they also consider the compensation of other senior officers and employees operating in decision-making capacities. The Compensation Committee believes that because of the following there is a low likelihood that the ~~Company's~~Company’s compensation policies and practices would encourage excessive risk-taking:

•

Compensation for certain executive officers is composed of various components: base salary, short-term incentive cash awards, and long-term incentive equity awards. The mix is designed to balance near-term performance improvement with sustainable long-term value creation.

•

A significant percentage of compensation is equity-based, long-term compensation pursuant to LTIP awards. The use of RSUs and stock options encourages the ~~Company's~~Company’s executive officers to focus on sustaining the ~~Company's~~Company’s long-term performance because unvested awards could significantly decrease in value if the ~~Company's~~Company’s business is not managed with long-term interests in mind.

The STIP ~~and LTIP~~ awards granted in ~~2019~~2020 utilize various performance goals. The STIP awards utilize the objective performance goals of AFFO, ~~growth and~~ same-store NOI growth and adjusted EBITDA margin, as well as strategic qualitative performance goals for progress on execution of the ~~Company's~~Company’s strategic plan and meeting individual personal goals. The ~~performance-based~~ LTIP awards ~~utilize the Company's TSR over a three-year period as compared to the TSRs of the constituent members of the MSCI U.S. REIT Index over the same period.~~granted in 2020 are time-based awards. The use of several performance goals as well as time-based LTIP awards was intentionally selected by the Compensation Committee with the goal of aligning executive compensation with long-term creation of shareholder value.

•

The Amended and Restated 2015 Incentive Plan contains individual limitations on the maximum amount that may be granted or awarded in any calendar year to a participant, including under the STIP and LTIP awards. The Compensation Committee believes these limitations are currently set at appropriate maximum levels under the Amended and Restated 2015 Incentive Plan.

•

The Company adopted an equity ownership and retention policy by which each executive and senior officer is required to maintain a multiple of his or her base salary in common shares. The multiples are 5x for the Chief Executive Officer, 2x for the other executive officers, 1x for senior vice presidents and 0.5x for vice presidents. In addition, the officers are required to retain 60% of the net shares received under equity awards until either the officer reaches the ownership required level, is no longer employed by the Company, or ceases to be an officer. This policy requires each executive officer to maintain a meaningful equity interest in the Company that could significantly decrease in value if the ~~Company's~~Company’s business is not managed with long-term interest in mind.

•

The Company adopted a ~~"clawback"~~“clawback” policy by which, with respect to any incentive awards granted after May 1, 2015, the Board will have the right to recoup all or any portion of incentive awards granted based on the ~~Company's~~Company’s financial statements if the person had engaged in fraud, intentional misconduct, or illegal behavior that caused or contributed to a material restatement of such financial statements.

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•: The Company adopted a policy prohibiting executive and senior officers from engaging in hedging or monetization transactions involving the ~~Company's~~Company’s securities and from pledging the ~~Company's~~Company’s securities as collateral for a loan, including through the use of traditional margin accounts with a broker.

The Compensation Committee believes that this combination of factors encourages prudent management of the Company and discourages executive officers from taking risks that are not in the ~~Company's~~Company’s long-term interest. Accordingly, the Compensation Committee believes the ~~Company's~~Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

401(k) Plan

The Company sponsors a defined contribution 401(k) retirement plan. Employees 18 and over ~~the age of 21~~ may participate in the ~~Company's~~Company’s 401(k) plan, except for collectively bargained employees, non-resident alien employees, and part-time/temporary/seasonal employees scheduled to work less than 1,000 hours of service within the plan year. Eligible employees can participate in the plan immediately upon hire, ~~but~~and are ~~not~~ eligible for the employer match ~~until they have completed six months of service and are age 21.~~immediately. Employees participating in the 401(k) plan may contribute up to maximum levels established by the IRS. The Company currently matches, dollar-for-dollar, employee contributions to the 401(k) plan in an amount equal to up to 5% of the eligible wages of each employee participating in the 401(k) plan.

Compensation Committee Interlocks and Insider Participation

During ~~2019,~~2020, the following served as members of the Compensation Committee of the Board of Trustees: Ms. Linda J. Hall (Chair), Ms. Emily Nagle Green (served as a member of the Compensation Committee until May 19, 2020), Mr. Michael T. Dance (served as a member of the Compensation Committee beginning May 19, 2020) and Mr. John A. Schissel. Mr. Michael T. Dance was appointed as a member of the Compensation Committee in place of Ms. Emily Nagle Green with effect from May 19, 2020. None of the members of the Compensation Committee currently is, or formerly was, an officer or employee of the Company. During ~~2019,~~2020, none of the ~~Company's~~Company’s executive officers served on the Compensation Committee or any similar committee of any other entity or served as a director for any other entity whose executive officers served on the ~~Company's~~Company’s Compensation Committee.

PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2015

INCENTIVE PLAN

Introduction

The Company is requesting that shareholders approve an amendment (the “Amendment”) to the Amended and Restated 2015 Incentive Plan (the “Amended and Restated 2015 Plan” or the “2015 Plan”). The Amendment was approved by the Board on March 12, 2021, subject to shareholder approval. If this proposal is approved by shareholders, it ~~will:~~

•: Expand the types of awards that may be issued under the Plan to include not only share awards, share unit awards, and incentive awards, but also stock options, including non-qualified stock options and incentive stock options ("ISOs"), as well as stock appreciation rights ("SARs");
•: ~~Adjust the overall shares available under the Plan to reflect the Company's 1-for-10 reverse stock split in December 2018 and to adjust the individual limitations on~~will increase the number of shares ~~or dollar value of awards~~authorized and reserved for issuance by 350,000, increasing the amount from 425,000 to ~~individuals and non-employees Trustees under the Plan;~~
•: ~~Establish special rules regarding the issuance of ISOs;~~
•: ~~Add certain limitations on the ability to amend the terms of stock options or SARs without shareholder approval; and~~
•: ~~Add other provisions as described in the Plan amendments below.~~

For purposes of this proposal, the original 2015 Incentive Award Plan will be referred to as the "Plan" or the "2015 Plan," and the Plan as amended and restated is referred to as the "Amended and Restated 2015 Plan" or the "Amended and Restated Plan."

~~If the Amended and Restated 2015 Plan is not approved by shareholders at the 2020 Annual Meeting, equity awards will continue to be granted under the 2015 Plan as currently in effect.~~

~~The Amended and Restated 2015 Plan does~~~~not~~ increase the total number of shares issuable under the Plan nor extend the term of the Plan. Under the 2015 Plan, no award may be granted after June 23, 2025, but awards granted on or before such date shall remain775,000, subject to ~~their terms notwithstanding the expiration of the Plan.~~

adjustment as provided therein.

The 2015 Plan is our only plan for providing equity incentive compensation to our employees and non-employee ~~Trustees. The Board believes that the Amended~~Trustees and ~~Restated 2015 Plan~~ is inintended to promote the best interests of our Company and our shareholders ~~and~~by assisting the Company ~~because equity~~in recruiting and retaining key employees, members of the Board of Trustees and consultants, and encouraging such individuals to align their interests with those of the Company and its shareholders by enabling such individuals to participate in the future success of the Company. The Plan is intended to permit the grant of Stock Awards, Stock Unit Awards, Incentive Awards, Stock Options and SARs.

The Board of Trustees believes that approval of the Amendment will serve the interests of our Company and our shareholders by providing for a sufficient amount of shares reserved for issuance under the 2015 Plan, so that the Company can continue to grant awards ~~granted under this Plan help~~ to promote the ~~Company's~~Company’s long-term financial success; attract, motivate, and retain key talent; align employee and non-employee trustee interests with shareholder interests; link employee and non-employee trustee compensation to ~~company~~Company performance, and maintain a culture based on employee and non-employee director share ownership. Equity is a significant component of total compensation for many of our key employees.

If the 2015 Plan is not approved by shareholders at the 2021 Annual Meeting, equity awards will continue to be granted under the 2015 Plan as currently in effect to the extent shares authorized and reserved for issuance thereunder are available.

The following summary of the material terms of the Amendment and the Amended and Restated 2015 Incentive Plan is qualified in its entirety by reference to the actual text of ~~the Amended and Restated 2015 Plan,~~these documents, which isare respectively attached to this Proxy Statement as Appendix B.

~~Table of Contents~~

~~Purpose of the Amendments to the 2015 Plan~~

On June 24, 2015, the Board adopted the 2015 Plan, which was approved by shareholders at the 2015 Annual Meeting. On March 13, 2020, the Board approved certain amendments to the 2015 Plan, which include the following:

~~Increase Types of Awards Available under the 2015 Plan~~

~~The 2015 Plan originally provided that share awards, share unit awards,~~C and ~~incentive awards could be granted under the 2015 Plan. The Amended and Restated 2015 Plan would also allow the Company to issue stock options, including non-qualified stock options and ISOs,~~filed as well as SARs. These additional types of awards provide additional flexibility to the Company and are standard provisions in many stock incentive plans. The Amended and Restated 2015 Plan also provides for "Substitute Awards," which are awards granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any affiliate with which the Company or any affiliate combines.

~~Place Limits on Aggregate Number of Awards Granted and Individual Limits Under the 2015 Plan~~

The Amended and Restated 2015 Plan adjusts the number of common shares that may be granted under the Plan to 425,000, which reflects an adjustment to account for the Company's 1-for-10 reverse stock split in December 2018. The Amended and Restated 2015 Plan also clarifies that the number of shares available for issuance under the 2015 Plan shall be reduced by one common share for every common share granted under an award;~~provided, however~~, that in the case of an award that provides for a range of potential payouts, the number of common shares available for issuance under the 2015 Plan shall be reduced by the maximum number of common shares that may be paid under such an award.

The Amended and Restated 2015 Plan also provides that no individual may, in any calendar year, be granted awards covering more than 100,000 common shares or exceeding $7,500,000 of total value (calculating the value of any such awards based on the grant date fair value for financial reporting purposes). Similarly, non-employee Trustees shall not be granted awards in any calendar year exceeding $1,000,000 in total value (calculating the value of any such awards based on the grant date fair value for financial reporting purposes).

~~As of March 23, 2020, the closing price of a common share on the NYSE was $53.34.~~

~~Enhance Governance Features~~

The Amended and Restated 2015 Plan promotes responsible share counting and share granting practices, and incorporates additional governance features that moderate the cost of the Amended and Restated 2015 PlanAppendix B to our ~~shareholders. These provisions include, but are not limited to,~~proxy statement for our 2020 annual meeting, filed with the ~~following:~~

•: ~~Limitations~~SEC on ~~Share Recycling~~: In the event that any withholding tax liabilities resulting from an award granted under the Plan are satisfied by the withholding of common shares, then the number of shares tendered or withheld shall not be available for future grants. If, however, any common shares subject to awards are canceled, forfeited, expire or otherwise terminate without the issuance of common shares, or if any award is settled for cash or otherwise does not result in the issuance of common shares, then the common shares subject to the award shall again be available for issuance under the Amended and Restated 2015 Plan.

April 6, 2020.

~~Table of Contents~~

•: ~~No Dividends or Dividend Equivalents Paid Until Shares Vest~~: The Amended and Restated 2015 Plan permits the payment of dividends and dividend equivalents (as and when dividends are declared on shares underlying the award) on share awards and share unit awards that are subject only to vesting based on continued employment or service. The Amended and Restated 2015 Plan permits the accrual of dividends or dividend equivalents on share awards and share unit awards subject to vesting based on performance criteria other than continued employment or service, but such dividends or dividend equivalents do not become payable unless and until the underlying shares become earned and vested. In addition, the Amended and Restated 2015 Plan prohibits the granting of dividend equivalents on stock options, SARs and incentive awards. Any dividends that do not vest are forfeited.
•: ~~No Discounted Options or Stock Appreciation Rights~~: The exercise price for any option or SAR may not be less than the fair market value of the Company's common share on the grant date, except when the Company is replacing existing awards issued by an acquired entity.
•: ~~No Repricing Without Shareholder Approval~~: The exercise price of an option or SAR may not be decreased after the grant date nor may such an award be surrendered to the Company as consideration for cash or a replacement award with a lower exercise price, except as approved by the Company's shareholders.
•: ~~No Transferability~~. Equity awards generally may not be transferred, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, except as may be set forth in the applicable award agreement. Even then, transfers are limited to immediate family members, trusts or partnerships for their benefit, or charitable organizations, and the participant cannot receive consideration for the transfer.
•: ~~No Evergreen Provisions~~~~. There is no "evergreen" feature pursuant to which the shares authorized for issuance under the Amended and Restated 2015 Plan can be automatically replenished.~~
•: ~~Awards Subject to Forfeiture or Clawback~~~~: Awards are subject to applicable clawback provisions.~~
•: ~~No Tax Gross-ups~~~~: The Amended and Restated 2015 Plan does not provide for any tax gross-ups.~~

~~New Plan Benefits~~

~~There are no specific awards, including options or SARs, currently contemplated under the Amended and Restated 2015 Plan.~~

Required Vote

The affirmative vote of a majority of the voting power of hethe shareholders present in person or by proxy at the Annual Meeting, provided a quorum is present, is required to approve the ~~Amended and Restated~~Amendment to the 2015 Plan.

Vote Recommended

The Board recommends that the shareholders vote FOR the approval of the Amendment to the 2015 Plan.

Material Terms of the Amendment

Share Authorization

The Amendment will increase the number of shares reserved for issuance under the Amended and Restated 2015 ~~Plan.~~

Plan by 350,000, increasing the authorized pool thereunder from 425,000 to 775,000, subject to adjustment as provided therein.

~~Table~~Specifically, the Amendment would amend the first sentence of ~~Contents~~

Section 5.2 of the 2015 Plan as set forth below, with additions indicated by underlining and deletions by strike through:

affiliate of the Company), in which case the plan ~~will be~~is administered by the entire Board. References in this summary to the ~~"Administrator"~~“Administrator” include the Compensation Committee and, with respect to awards made to non-employee trustees, the Board.

The Administrator has the authority to grant awards under the Plan, determine the eligible individuals who will receive awards, determine the type of awards granted, specify the terms and conditions that govern each award, and approve the number of common shares subject to any award.

Because awards under the ~~Amended and Restated~~ 2015 Plan will be made at the ~~Administrator's~~Administrator’s discretion, except in the case of the awards previously granted under the 2015 Plan, the Company is unable to determine who will be selected to receive awards or the type, size or terms of the awards that may be granted under the ~~Amended and Restated~~ 2015 Plan.

Eligibility

The following are eligible to receive award grants under the ~~Amended and Restated~~ 2015 Plan: (1) employees of the Company, Centerspace, LP (formerly known as IRET ~~Properties,~~Properties), or any of their affiliates; (2) any non-employee trustees of the Board; and (3) consultants who provide bona fide services to the Company, ~~IRET Properties,~~Centerspace LP, or any of their affiliates (other than in connection with the offer, sale, or promotion of Company securities) and are selected by the Administrator to receive an award.

Share Authorization

~~The Amended and Restated 2015 Plan does~~~~not~~ ~~increase the total number of shares issuable under the Plan or extend the term of the Plan.~~

The maximum aggregate number of common shares that may be issued under the ~~Amended and Restated~~ 2015 Planprior to the Amendment is 425,000 common ~~shares, which is the same number that may be issued under the 2015 Plan.~~shares. As of March ~~23, 2020,~~22, 2021, of the 425,000 common shares authorized under the 2015 Plan, approximately ~~365,897~~98,656 common shares remained available for ~~awards~~awards. The Amendment would increase the maximum aggregate number of common shares that may be issued under the 2015 ~~Plan.~~

Plan to 775,000.

In connection with stock splits, stock dividends, recapitalizations and certain other events, the Board will make adjustments that it deems appropriate in the aggregate number of common shares that may be issued under the 2015 Plan, as well as the terms of outstanding awards and the per individual grant limitations. The shares available for grant under the 2015 Plan ~~have been~~were adjusted to account for the ~~Company's~~Company’s 1-for-10 reverse stock split, which became effective on December 27, 2018.

If any share or option awards or share unit awards are forfeited, terminated, expired, canceled, surrendered, or settled in cash without the issuance of shares, the common shares subject to such awards, to the extent of the forfeiture, termination, expiration, cancellation, surrender or cash settlement, will again be available for awards under the Amended and Restated 2015 Plan. Any shares that are tendered or withheld from the settlement of an award to satisfy a tax withholding obligation under an award will not be available for future awards granted under the Amended and Restated 2015 Plan.

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Individual Award Limitations

The ~~Amended and Restated~~ 2015 Plan provides that no participant may be granted or awarded, in any calendar year: (1) share awards and share unit awards covering more than 100,000 common shares or (2) incentive awards that provide for a total payment (in cash or common shares) exceeding $7,500,000 of total value (calculating the value of any such awards based on the grant date fair value for financial reporting purposes). As to non-employee trustees, the individual limitations are lower. Under the ~~Amended and Restated~~ 2015 Plan, no non-employee trustee may be granted or awarded, in any calendar year, awards exceeding $1,000,000 in total value (calculating the value of any such awards based on the grant date fair value for financial reporting purposes).

Types of Awards

The Administrator will have the authority to grant share awards, share unit awards, incentive awards, SARs, and stock options, including non-qualified stock options and ISOs, under the ~~Amended and Restated~~ 2015 Plan. The ~~Amended and Restated~~ 2015 Plan generally provides that no award will become fully earned or vested or its requirements fully satisfied before the first anniversary of the date of grant. However, the Administrator may accelerate the time of vesting or settlement of an award if the ~~participant's~~participant’s employment or service is terminated or if the award has been outstanding for at least one year. In addition, the Administrator may accelerate the time of vesting or settlement of awards of up to 30,000 common shares without regard to the one-year requirement.

Awards may be granted alone, in addition to, in combination with or in substitution for, any other award granted under the ~~Amended and Restated~~ 2015 Plan or any other compensation plan. Awards can be granted for no cash consideration or for any cash or other consideration as may be determined by the Administrator or as required by ~~application~~applicable law. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, common shares, other securities (but excluding promissory notes), other awards or other property, or any combination of these in a single payment, installments or on a deferred basis.

In addition, a participant may not sell or dispose of the shares acquired under an award except in compliance with the ~~Company's~~Company’s Policy Regarding Share Ownership and Retention, as the same may be subsequently amended or replaced by a similar policy.

Share Awards

~~Like the 2015 Plan, the Amended and Restated~~

The 2015 Plan provides for the grant of share awards. A share award is an award of common shares that will be subject to restrictions as the Committee determines on the date of grant and consistent with the terms of the ~~Amended and Restated~~ 2015 Plan, including the vesting requirements described above. The vesting requirements and/or restrictions may be stated with reference to one or more performance objectives. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as the Committee may determine.

A participant who receives a share award will have all the rights of a shareholder as to those shares underlying the award, including the rights to vote and receive distributions on the shares. However, if the stock award does not vest solely based on continued employment or service, distributions payable on the shares underlying the award will be paid when, and only to the extent that, the award vests. A participant will be prohibited from selling, transferring, pledging, exchanging, hypothecating or otherwise disposing of the shares underlying a share award until the award vests.

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Share Unit Awards

~~Like the 2015 Plan, the Amended and Restated~~

The 2015 Plan provides for the grant of share unit awards. A share unit award is an award of share units, which represent the ~~participant's~~participant’s right to receive an equal number of common shares or an amount based on the value of the common shares, or a combination of both, when the requirements established by the Administrator, consistent with the terms of the 2015 Plan, including the vesting requirements described above, are satisfied.

The Administrator will determine the applicable performance period, the performance objective(s) ~~determined by the Administrator,~~, and such other conditions that apply to the share unit award on the date of grant. To the extent the performance objective(s) and other requirements are met, share unit awards will be earned and paid in cash, common shares, or a combination of both.

A participant who receives a share unit award will not have any rights of a shareholder as to any shares underlying the award until, and only to the extent that, the share unit award is earned and common shares are issued in payment of the award. However, the Administrator may, at the time the award is granted, provide a participant the right to receive distribution equivalents on the shares underlying the award. Distribution equivalents are payments equal to the ordinary cash distributions that would otherwise be paid on issued and outstanding common shares. The payment of distribution equivalents may be paid in cash, common shares, or a combination of both, and may be subject to such terms, conditions, restrictions and/or limitations as the Administrator may decide. However, if a share unit award does not vest solely based on continued employment or service, distribution equivalents payable on the award will be accumulated and paid, without interest, when, and only to the extent that, the share unit award vests.

Incentive Awards

~~Like the 2015 Plan, the Amended and Restated~~

The 2015 Plan also provides for the grant of incentive awards. An incentive award represents a ~~participant's~~participant’s right to earn a payment when the terms and conditions established by the Administrator at the time of grant, consistent with the terms of the ~~Amended and Restated~~ 2015 Plan, including the vesting requirements described above, are satisfied.

The Administrator will determine the applicable terms and conditions applicable to the incentive award, which may include continued employment for a specified period, performance objective(s), or such other conditions determined by the Administrator. To the extent the terms and conditions are met, incentive awards will be earned and paid in cash, common shares or a combination of both.

A participant who receives an incentive award will not have any rights of a shareholder as to any shares underlying the award until, and only to the extent that, the incentive award is earned and common shares are issued in payment of the award.

Stock Options

~~Unlike the 2015 Plan, the Amended and Restated~~

The 2015 Plan provides for the grant of stock options, which include both incentive stock options ~~("ISOs"~~(“ISOs”) and non-qualified stock options. ISOs are awards that are designated as an ISO and that isare intended to meet the requirements of Section 422 of the Code (or any successor provision). Non-qualified stock options are awards that are not intended to meet the requirements of Section 422 of the Code.

The Administrator ~~shall,~~will, on the grant date of the Award, designate participants to whom a stock option award is to be granted and ~~shall~~will specify the number of common shares covered by the award as well as any terms, conditions and restrictions applicable to such award. The Administrator, on the grant date,

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~~shall~~ will specify to what extent ~~award of~~ a stock option award will be earned upon the satisfaction of certain requirements as set forth in the award agreement. By way of example and not of limitation, the requirements may (i) postpone exercisability, vesting or both of the stock option award until the attainment of performance objectives prescribed by the Administrator, including objectives stated with respect to performance goals, or (ii) provide that the stock option award will be forfeited if the participant separates from the service of the Company and its affiliates before the expiration of a stated term. The period for determining whether such requirements are satisfied ~~shall be~~is at least one year.

The exercise price for a stock option award ~~shall~~will be determined by the Administrator and ~~shall~~will be specified in the award agreement evidencing such stock option award;~~provided,~~ however,~~, that~~ the exercise price must be at least equal to 100% of the fair market value of a common share as of the stock ~~option's~~option’s date of grant, except in the case of ~~Substitute Awards~~substitute awards (to the extent consistent with Code Section 409A and, in the case of ISOs, Code Section 424). Substitute ~~Awards~~awards are those granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by the Company or other entity acquired by the Company or any affiliate or with which the Company or any affiliate combine.

The term of a stock option ~~shall~~will be determined by the Administrator;~~provided,~~ however,~~, that~~ no stock option ~~shall~~will be exercisable later than the tenth anniversary of its date of grant. A stock option ~~shall~~may be exercisable at such times and be subject to such restrictions and vesting conditions as the Administrator ~~shall~~will in each instance approve, which terms and restrictions need not be the same for each grant or for each participant.

A stock option ~~shall~~may be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Administrator, or by complying with any alternative procedures authorized by the Administrator, setting forth the number of common shares with respect to which the stock option is to be exercised, accompanied by full payment for the common shares. A condition of the issuance of the common shares as to which a stock option ~~shall~~will be exercised ~~shall~~will be the payment of the exercise price and any applicable withholding taxes. The exercise price of any exercised stock option ~~shall~~will be payable to the Company in accordance with one of the following methods to the extent permitted under a ~~participant's~~participant’s applicable award agreement as determined by the Administrator in its discretion on the date of grant:

~~(a) In cash or its equivalent;~~

~~(b) By tendering (either by actual delivery or by attestation) previously acquired common shares having an aggregate fair market value at the time of exercise equal to the exercise price;~~

~~(c) By a cashless (broker-assisted) exercise;~~

(d) By authorizing the Company to withhold shares of common stock otherwise issuable upon the exercise of the Option having an aggregate fair market value at the time of exercise equal to the exercise price;

~~(e) By any combination of (a), (b), (c) or (d); or~~

~~(f) By any other method approved or accepted by the Administrator.~~

(a)	In cash or its equivalent;

(b)	By tendering (either by actual delivery or by attestation) previously acquired common shares having an aggregate fair market value at the time of exercise equal to the exercise price;

(c)	By a cashless (broker-assisted) exercise;

(d)	By authorizing the Company to withhold shares of common stock otherwise issuable upon the exercise of the option having an aggregate fair market value at the time of exercise equal to the exercise price;

(e)	By any combination of (a), (b), (c) or (d); or

(f)	By any other method approved or accepted by the Administrator.

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~~Notwithstanding any provision of the Amended and Restated 2015 Plan to the contrary, a~~A stock option granted in the form of an ISO to a participant ~~shall~~will be subject to the following rules:

(a)

An option will constitute an ISO only if the participant receiving the option is an employee and only if the employee is employed by the Company, or a parent or subsidiary corporation within the meaning of Code Section 424, and only to the extent that (i) it is so designated in the applicable award agreement and (ii) the aggregate fair market value (determined as of the stock option’s date of grant) of the common shares with respect to which ISOs held by the participant first become exercisable in any calendar year (under the Amended and Restated 2015 Plan and all other plans of the Company and its affiliates) does not exceed $100,000. To the extent a stock option granted to a participant exceeds this limit, the stock option will be treated as a non-qualified stock option.

(b)

No participant may receive an ISO under the Amended and Restated 2015 Plan if, immediately after the grant of such Award, the participant would own shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an affiliate, unless (i) the exercise price for that ISO is at least 110% of the fair market value of the common shares subject to that ISO on the grant date and (ii) that stock option will expire no later than five years after its date of grant.

(c)

For purposes of continued service by a participant who has been granted an ISO, no approved leave of absence may exceed three months unless re-employment upon expiration of such leave is provided by statute or contract. If re-employment is not so provided, then on the date six months following the first day of such leave, any ISO held by the participant will cease to be treated as an ISO and will be treated for tax purposes as a non-qualified stock option.

(d)	If an ISO is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such stock option will thereafter be treated as a non-qualified stock option.

(e)

Each participant awarded an ISO will notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any common shares acquired pursuant to the exercise of such ISO. A disqualifying disposition is any disposition (including any sale) of such common shares before the later of (i) two years after the date of grant of the ISO or (ii) one year after the date of exercise of the ISO.

No participant may receive an ISO under the Amended and Restated 2015 Plan if, immediately after the grant of such Award, the participant would own shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an affiliate, unless (i) the exercise price for that ISO is at least 110% of the fair market value of the common shares subject to that ISO on the grant date and (ii) that stock option shall expire no later than five years after its date of grant.

participant. After a SAR is exercised and settled by the issuance of common shares, a participant will have all the rights of a shareholder as to such common shares. A participant may not sell or dispose of the common shares issued in settlement of a SAR except in compliance with the ~~Company's~~Company’s Policy Regarding Share Ownership and Retention (or other similar or replacement policy). No dividends or dividend equivalents ~~shall~~will accrue on or be payable under a SAR.

CEO Grants

The Administrator has delegated to the CEO the ability to grant share awards, share unit awards, and incentive awards to non-executive officers of the Company;~~provided,~~ however,~~, that~~ such awards ~~shall~~will not exceed 2,000 shares in any calendar year in the aggregate; and~~provided further,~~ ~~that~~ the CEO ~~shall~~will provide a report to the Administrator not less than annually on any awards granted pursuant to this authority.

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Change in Control

In the event a ~~"change~~“change in ~~control"~~control” occurs (as defined below), the Administrator may, at its discretion, require outstanding share awards, share unit awards, incentive awards, stock options, and SARs be assumed by the surviving entity or replaced by a comparable substitute award of substantially equal value issued by the surviving entity.

If awards are not assumed or replaced with substitute awards, the Administrator may provide that: (1) share awards become vested in full; (2) share unit awards become earned in full and paid in vested common shares; (3) incentive awards become earned, in whole or in part, in accordance with the terms of the award; and (4) stock options and SARs become earned in full in accordance with the terms of the award. In addition, the Administrator may provide that share unit awards and incentive awards be canceled and exchanged for payment in cash, common shares, or other securities received by the ~~Company's~~Company’s shareholders in the change in control transaction equal to the price per share received by shareholders for each common shares in the change in control transaction.

In summary, a ~~"change~~“change in ~~control"~~control” under ~~both~~ the ~~2015 Plan and Amended and Restated~~ 2015 Plan occurs if:

•

a person, entity or group (with certain exceptions) acquires, in a transaction or series of transactions, the beneficial ownership of at least 35% of the ~~Company's~~Company’s combined voting power;

•

the Company engages in a merger, consolidation, reorganization or other business combination or sells or disposes of all or substantially all of the ~~Company's~~Company’s assets whereby the voting securities of the Company immediately prior to such transaction will not represent 50% or more of the combined voting power of the successor ~~entity's~~entity’s voting securities immediately after the transaction;

•

the ~~Company's~~Company’s shareholders approve a plan of liquidation or dissolution of the Company; or

•

individuals who, at the beginning of such period, constitute the Board, together with any new trustees whose nomination or election was approved by a majority of the trustees then on the Board (other than individuals who become trustees in connection with an election contest or third-party solicitation of proxies) cease for any reason to constitute a majority of the Board.

The Code has special rules that apply to ~~"parachute~~“parachute payments,"” which is compensation paid due to a change in control. This may include payments due to awards granted under the ~~2015 Plan or the Amended and Restated~~ 2015 Plan, together with payments under other plans and agreements. If the total amount of parachute payments exceeds a safe harbor amount prescribed by the Code, the recipient will be liable for a 20% excise tax on that portion of the parachute payments which exceed the safe harbor amount, and the Company will not be allowed to claim a federal income tax deduction for such portion of the parachute payments.

The 2015 Plan ~~and the Amended and Restated 2015 Plan provide~~provides that parachute payments ~~under the plan~~ will be reduced if, and only to the extent that, a reduction will allow a participant to receive a greater net after tax amount than a participant would receive otherwise. However, the benefits will not be reduced, and the participant will receive all of the parachute payments, if the participant will receive a greater after-tax benefit, taking into account the excise tax payable by the participant, by receiving all of the parachute payments. The 2015 Plan ~~and the Amended and Restated 2015 Plan provide~~provides that

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these provisions do not apply to a participant who, under an agreement with the Company or the terms of another plan, is not permitted to receive parachute payments in excess of the safe harbor amount.

Return of Awards; Repayment

The 2015 Plan ~~and the Amended and Restated 2015 Plan provide~~provides that all awards, and all payments under awards, are subject to any policy that the Company adopts requiring the return or repayment of benefits,i.e.~~i.e.~~, a clawback policy. To the extent required by such policy,

as in effect on the date the award is granted, the date of payment or the date the award became vested or earned, a participant will be required to return any award issued and repay any payment previously made with respect to an award.

Amendment; Termination

The ~~2015 Plan and the Amended and Restated~~ 2015 Plan may be amended or terminated by the Board at any time. However, shareholder approval will be required if an amendment: (1) materially increases the aggregate number of shares that may be issued under the plan (other than adjustments permitted under the 2015 Plan); (2) materially increases the benefits accruing to participants under the plan; (3) materially changes the class of individuals eligible to become participants under the plan; or (4) is required to be approved by the shareholders under applicable law or by the New York Stock Exchange shareholder approval rules.

No amendment may, without the ~~participant's~~participant’s consent, adversely affect the rights of the participant under outstanding awards.

The 2015 Plan ~~and the Amended and Restated 2015 Plan provide~~provides that no awards may be granted under the plan after June 23, 2025, although awards granted on or before such date ~~shall~~will remain subject to their terms notwithstanding the expiration of the 2015 Plan.

Federal Tax Consequences

Grant of Options and SARs.The grant of a stock option or SAR is not expected to result in any taxable income to the recipient.

Exercise of Options and SARs.Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of our common stock acquired on the date of exercise over the exercise price, and we generally will be entitled at that time to an income tax deduction for the same amount. The holder of an ISO generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and we will not be entitled to an income tax deduction. Upon exercising ana SAR, the amount of any cash received and the fair market value on the exercise date of any shares of our common stock received are taxable to the recipient as ordinary income and generally are deductible by us.

Disposition of Shares Acquired Upon Exercise of Options and SARs.The tax consequence upon a disposition of shares acquired through the exercise of an option or SAR will depend on how long the shares have been held and whether the shares were acquired by exercising an ISO or by exercising a non-qualified stock option or SAR. Generally, there will be no tax consequence to us in connection with the disposition of shares acquired under an option or SAR, except that we may be entitled to an income tax deduction in the case of the disposition of shares acquired under an ISO, if the disposition occurs before the applicable ISO holding periods set forth in the Code have been satisfied.

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Share Awards.Recipients of grants of restricted shares (including performance shares) generally will be required to include as taxable ordinary income the fair market value of the restricted shares at the time it is no longer subject to a substantial risk of forfeiture. However, an award holder who makes an 83(b) election within 30 days of the date of grant of the restricted share will incur taxable ordinary income on the date of grant equal to the fair market value of such shares of restricted share (determined without regard to forfeiture restrictions). With respect to the sale of shares after the forfeiture restrictions have expired, the holding period to determine whether the award recipient has long-term or short-term capital gain or loss generally begins when the restrictions expire, and the tax basis for such shares will generally be based on the fair market value of the shares on that date. However, if the award holder made an 83(b) election as described above, the holding period commences on the date of such election, and the tax basis will be equal to the fair market value of the shares on the date of the election (determined without regard to the forfeiture restrictions on the shares). In the case of restricted shares that vest solely based on continued employment, if the award permits dividends to be paid as and when dividends are declared on the underlying shares, such dividends will be taxed as ordinary income. In the case of performance share awards that permit dividends to accrue while the restricted share is subject to a substantial risk of forfeiture, such dividends will be paid if and when the underlying stock vests and will also be taxed as ordinary income. We generally will be entitled to an income tax deduction equal to amounts the award holder includes in ordinary income at the time of such income inclusion.

Share Unit Awards and Other Awards.Recipients of grants of restricted share units (including performance share units) will not incur any federal income tax liability at the time the awards are granted. Award holders will recognize ordinary income equal to (a) the amount of cash received under the terms of the award or, as applicable, (b) the fair

market value of the shares received (determined as of the date of receipt) under the terms of the award. In the case of a restricted share unit award that vests based solely on continued employment or service, if such award permits the payment of dividend equivalent amounts as and when dividends are declared on the underlying shares, such dividend equivalent amounts will be taxed as ordinary income. In the case of a performance unit award, if such award permits dividend equivalent amounts to accrue while the award is subject to a substantial risk of forfeiture, such dividend equivalent amounts will be paid if and when the underlying share unit vests and will also be taxed as ordinary income. Cash or shares to be received pursuant to any other share-based award generally become payable when applicable forfeiture restrictions lapse;provided, however, that, if the terms of the award so provide, payment may be delayed until a later date to the extent permitted under applicable tax laws. We generally will be entitled to an income tax deduction for any amounts included by the award holder as ordinary income. For awards that are payable in shares, a ~~participant's~~participant’s tax basis is equal to the fair market value of the shares at the time the shares become payable. Upon the sale of the shares, appreciation (or depreciation) after the shares are paid is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Income Tax Deduction and Limitations.Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the Amended and Restated 2015 Plan. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1 million per year in compensation paid to certain named executive officers. The 2017 Tax Act, which was signed into law at the end of 2017, made significant changes to the deduction limit under Section 162(m), which became effective for taxable years beginning on and after January 1, 2018. The 2017 Tax Act eliminated the exception to the deduction limit for qualified performance-based compensation and broadened the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit. Therefore, compensation paid to a covered executive annually under the Amended and Restated 2015 Plan in excess of $1 million generally will not be deductible.

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Section 16 Delay.Special rules may apply to individuals subject to Section 16 of the Exchange Act. In particular, shares received through exercise or payout of a non-qualified stock option, an ISO (for purposes of the AMT only), ana SAR or a restricted share unit, and any restricted shares that vest, may be treated as restricted property for purposes of Section 83 of the Code if the recipient has had a non-exempt acquisition of common shares of the Company within the six months prior to the exercise, payout, or vesting. Accordingly, the amount of any ordinary income recognized and the amount of our income tax deduction will be determined as of the end of that period unless a Section 83(b) election is made to recognize income as of the date the shares are received.

Parachute Tax.Any acceleration of the vesting or payment of awards under the ~~Amended and Restated~~ 2015 Plan in the event of a ~~"change~~“change in ~~control"~~control” of the Company may cause part or all of the consideration involved to be treated as an ~~"excess~~“excess parachute ~~payment"~~payment” under the Code, which may subject the participant to a 20% excise tax and preclude deduction by the Company. See the discussion above under the section entitled "“Change in Control."”

The preceding discussion is based on U.S. federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. federal income tax aspects of the ~~Amended and Restated~~ 2015 Plan. A participant may also be subject to state and local taxes in connection with the grant of awards under the ~~Amended and Restated~~ 2015 Plan. The Company strongly encourages participants to consult with their individual tax advisors to determine the applicability of the tax rules in their personal circumstances to the awards granted to them under the ~~Amended and Restated~~ 2015 Plan.

ACCOUNTING AND AUDIT COMMITTEE MATTERS

Fees Paid to the ~~Company's~~Company’s Independent Auditor

The following table summarizes the aggregate fees incurred for the audit and other services provided by Grant Thornton for the year ended December 31, ~~2019 and for the eight-month transition period ended December 31, 2018.~~2020. These amounts include reimbursed expenses. The Audit Committee approves in advance all fees paid to, and services provided by, the ~~Company's~~Company’s independent registered public accounting firm. The Audit Committee has considered the services provided by Grant Thornton in ~~2019~~2020 and has determined that all such services were compatible with maintaining Grant ~~Thornton's~~Thornton’s independence.

	2020	2019
Audit Fees	$586,000	$526,500
Audit-Related Fees	13,000	13,000
Tax Fees	—	—
All Other Fees	—	—
Total	$599,000	$539,500

2019 2018 Transition Period
Audit Fees
$ 526,500 $ 547,201
Audit-Related Fees
13,000 —
Tax Fees
— —
All Other Fees
— —

Total
$ 539,500 $ 547,201

Audit Fees: This category includes the audit of the ~~Company's~~Company’s annual financial statements, review of financial statements included in the ~~Company's~~Company’s quarterly reports on Form 10-Q, and services that are normally provided by the independent auditor in connection with regulatory filings, such as comfort letters and consents and assistance with and reviews of documents filed with the SEC.

Audit-Related Fees: This category consists of assurance and related services provided by the independent auditor that are reasonably related to the performance of the audit or review of the ~~Company's~~Company’s financial statements and are not reported above under "“Audit Fees."” The services for the fees disclosed under this category generally include fees for benefit plan audits.

Tax Fees: This category consists of professional services rendered by the independent auditor primarily in connection with the ~~Company's~~Company’s tax compliance activities, including the preparation of tax returns and technical tax advice related to the preparation of tax returns.

All Other Fees: This category consists of fees for other permissible services that do not meet the above category descriptions.

REPORT OF THE AUDIT COMMITTEE

The information contained in this report shall not be deemed to be ~~"soliciting material"~~“soliciting material” or to be ~~"filed"~~“filed” with the SEC, nor shall such information or report be deemed incorporated by reference into any future filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

The Audit Committee currently is composed of three independent trustees, ~~Michael T. Dance~~Mary J. Twinem (Chair), Jeffrey P. Caira, and ~~Mary J. Twinem.~~Michael T. Dance. The Board has determined that each of the Audit Committee members meets the independence and experience requirements of the rules and regulations of the NYSE and SEC, as currently applicable to the Company.

Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States ~~("GAAP"~~(“GAAP”) and for ~~management's~~management’s report on internal control over financial reporting. The ~~Company's~~Company’s independent registered public accounting firm, Grant Thornton LLP, is responsible for auditing the consolidated financial statements and expressing an opinion on the financial statements and the effectiveness of internal control over financial reporting. The Audit ~~Committee's~~Committee’s responsibility is to monitor and review these processes.

The Audit Committee meets at least quarterly and at such other times as it deems necessary or appropriate to carry out its responsibilities. In the course of fulfilling its oversight responsibilities, the Audit Committee met with both management and Grant Thornton LLP to review and discuss the audited financial statements. Management advised the Audit Committee that all financial statements were prepared in accordance with GAAP. The Audit Committee also discussed with Grant Thornton LLP matters required to be discussed pursuant to applicable Public Company Accounting Oversight Board ~~("PCAOB"~~(“PCAOB”) standards, including the reasonableness of judgments and the clarity and completeness of financial disclosures.

In addition, the Audit Committee discussed with Grant Thornton LLP matters relating to its independence and has received from Grant Thornton LLP the written disclosures and letter required by applicable requirements of the PCAOB and the Commission regarding the independent ~~auditor's~~auditor’s communications with the Audit Committee concerning independence.

The Audit Committee pre-approves all services provided by the independent auditor to the Company, and the related fees for such services, and has concluded that all such services provided in ~~2019~~2020 were compatible with the ~~auditors'~~auditors’ independence. See "“Proposal 4:5: Ratification of Selection of Independent Auditor"” for more information regarding fees paid to the ~~Company's~~Company’s independent auditors for services in ~~the 2018 eight-month transition period~~2020 and in 2019.

During ~~2019,~~2020, the Audit Committee continued to monitor and review the internal ~~auditor's~~auditor’s ongoing testing of the effectiveness of the ~~Company's~~Company’s internal controls. The findings of the internal auditor were reported to the Audit Committee on a quarterly basis. Grant Thornton LLP, as part of its audit of the ~~Company's~~Company’s financial statements for ~~2019,~~2020, independently reviewed the ~~Company's~~Company’s internal controls.

On the basis of the reviews and discussions the Audit Committee has had with Grant Thornton LLP, the ~~Company's~~Company’s internal auditor, and management, the Audit Committee recommended to the Board of Trustees that the Board approve the inclusion of the ~~Company's~~Company’s audited financial statements in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 for filing with the SEC.

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The Audit Committee has appointed Grant Thornton LLP as the ~~Company's~~Company’s independent registered public accounting firm for the year ~~ending~~ended December 31, ~~2020.~~2021. The Board of Trustees has concurred in that appointment and has presented the matter to the shareholders of the Company for ratification.

Submitted by the Audit Committee of the Board:

Mary J. Twinem (Chair)

Jeffery P. Caira

Michael T. Dance ~~(Chair)~~
~~Jeffrey P. Caira~~
~~Mary J. Twinem~~

SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS

The Company did not receive a request from any shareholder that a matter be submitted to a vote at the Annual Meeting or that a trustee nominee be included in this Proxy Statement.

Shareholders who wish to submit a shareholder proposal for inclusion in the ~~Company's~~Company’s proxy statement ~~and form of proxy~~ for the ~~2021~~2022 annual meeting of shareholders must comply with the requirements as to form and substance established by the SEC and set forth in Rule 14a-8 of the Exchange Act, including delivering the required materials to the ~~Company's~~Company’s Secretary at the following address: Investors Real Estate Trust, ~~1400 31st Avenue~~dba Centerspace , 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988, no later than by December ~~7, 2020~~6, 2021 (120 days prior to the anniversary of the mailing date of this Proxy Statement) in order to be included in the ~~Company's~~Company’s proxy statement and form of proxy for such meeting pursuant to Rule 14a-8 of the Exchange Act.

Shareholders who wish to submit a shareholder proposal outside of the processes of Rule 14a-8 of the Exchange Act, but rather in compliance with Article III, Section 6(A) of the ~~Company's~~Company’s Bylaws, must comply with the requirements of the Bylaws, including delivering the required materials to the ~~Company's~~Company’s Secretary at the above address no earlier than the close of business on January ~~19, 2021~~18, 2022 and no later than the close of business on February ~~18, 2021.~~17, 2022. If such notice is received by the Company on or after February 18, ~~2021,~~2022, then such notice will be considered untimely. Shareholder proposals submitted in this manner will not be included in the ~~Company's~~Company’s proxy statement or form of proxy. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Shareholders who wish to propose a trustee nominee for the ~~2021~~2022 annual meeting of shareholders must comply with Article III, Section 6(B) of the ~~Company's~~Company’s Bylaws, including delivering the required materials to the ~~Company's~~Company’s Secretary at the following address: Investors Real Estate Trust, ~~1400 31st Avenue~~dba Centerspace, 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988. Nominations must be received by the Secretary no earlier than the close of business on January ~~19,~~18, 2021 and no later than the close of business on February ~~18, 2021.~~17, 2022. Such shareholder nominations will not be included in the ~~Company's~~Company’s proxy statement or form of proxy. For more information on recommending individuals for consideration as nominees to the ~~Company's~~Company’s Board of Trustees, see the discussion under "“Corporate Governance and Board Matters—Trustee Nominations."

”

HOUSEHOLDING OF PROXY MATERIALS

In accordance with notices that the Company sent to certain shareholders, the Company is sending only a single copy of its proxy materials or Notice of Availability of Proxy Materials, as applicable, to shareholders who share the same last name and address, unless they have notified the Company that they want to continue receiving multiple copies. This practice, known as ~~"householding,"~~“householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

Householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and address, and you and your spouse each have two accounts containing the ~~Company's~~Company’s common shares at two different brokerage firms, your household will receive two copies of the ~~Company's~~Company’s proxy materials, one from each brokerage firm.

If you received a ~~householded~~householding mailing this year and you would like to have separate proxy materials mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Investor Relations Department by mail to Investor Relations, Investors Real Estate Trust, ~~1400 31st Avenue~~dba Centerspace, 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988, or by calling Investor Relations between 8:30 a.m. and 5:00 p.m. Central Time at ~~1-701-837-4738.~~1-701-837-7104. Similarly, you may also contact the Company if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

COMMUNICATING WITH ~~IRET~~

CENTERSPACE

If you would like to receive information about the Company, you may use one of the following methods:

1.: The Company's Internet site, located at www.iretapartments.com, contains information about the Company and its properties. Our investors site, located at ir.iretapartments.com, contains press releases, earnings releases, financial information, and stock quotes, as well as corporate governance information and links to the Company's SEC filings. This Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2019, are both available on ir.iretapartments.com.
2.: To have information such as the Company's latest quarterly or annual report mailed to you, please either call 1-701-837-4738 or send a request by email to "ir@iret.com" or by mail to: Investor Relations, Investors Real Estate Trust, 1400 31st Avenue SW, Suite 60, P.O. Box 1988, Minot, ND 58702-1988.

The Company’s Internet site, located at www.centerspacehomes.com, contains information about the Company and its properties. Our investors site, located at ir.centerspacehomes.com, contains press releases, earnings releases, financial information, and stock quotes, as well as corporate governance information and links to the Company’s SEC filings. This Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2020, are both available on ir.centerspacehomes.com.

To have information such as the Company’s latest quarterly or annual report mailed to you, please either call 1-701-837-7104 or send a request by email to “ir@centerspacehomes.com” or by mail to: Investor Relations, Investors Real Estate Trust, dba Centerspace, 3100 10^th St SW, P.O. Box 1988, Minot, ND 58702-1988.

If you would like to contact the Company, please call Investor Relations at ~~1-701-837-4738,~~1-701-837-7104, or send correspondence to: Investor Relations, Investors Real Estate Trust, ~~1400 31st Avenue~~dba Centerspace, 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988.

OTHER MATTERS

It is not expected that any matters other than those described in this Proxy Statement will be brought before the Annual Meeting. If any other matters are properly presented at the meeting for action, the persons named in the accompanying proxy will vote upon them in accordance with their best judgment.


		By Order of the Board of Trustees

				/s/ Anne Olson
				Anne Olson
				Executive Vice President, Chief Operating Officer, General Counsel, and Secretary

April ~~6, 2020~~5, 2021

Minot, North Dakota

Upon written request of any shareholder entitled to receive this Proxy Statement, the Company will provide, without charge, a copy of its Annual Report on Form 10-K, including the consolidated financial statements, the notes thereto, and the financial statement schedules, as filed with the Securities and Exchange Commission. Any such request should be addressed to Anne Olson, Chief Operating Officer, General Counsel, and Secretary of the Company, at Investors Real Estate Trust, ~~1400 31st Avenue~~dba Centerspace, 3100 10^th St SW, ~~Suite 60,~~ P.O. Box 1988, Minot, ND 58702-1988. This request must include a representation by the shareholder that as of March ~~23, 2020,~~22, 2021, the shareholder is entitled to vote at the Annual Meeting.

Reconciliation of Net Income (Loss) Available to Common Shareholders to Funds From Operations, Core Funds From Operations, and Adjusted Funds From Operations

We believe that FFO, which is a standard supplemental measure for equity real estate investment trusts, is helpful to investors in understanding our operating performance, primarily because its calculation does not assume that the value of real estate assets diminishes predictably over time as implied by the historical cost convention of GAAP and the recording of depreciation.

We use the definition of FFO adopted by the National Association of Real Estate Investment Trusts, Inc. ~~("Nareit"~~(“Nareit”). Nareit defines FFO as net income or loss calculated in accordance with GAAP, excluding:

•

depreciation and amortization related to real estate;

•

gains and losses from the sale of certain real estate assets; and

•

impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

Due to the limitations of the FFO definition adopted by Nareit, we have made certain interpretations in applying the definition. We believe that all such interpretations not specifically provided for in the Nareit definition are consistent with the definition. Nareit's FFO White Paper 2018 Restatement clarified that impairment write-downs of land related to a REIT's main business are excluded from

~~Table of Contents~~

~~FFO, and a REIT has the option to exclude impairment write-downs of assets that are incidental to the main business.~~

We believe that FFO, which is a standard supplemental measure for equity real estate investment trusts, is helpful to investors in understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, thereby providing an additional perspective on our operating results. We believe that GAAP historical cost depreciation of real estate assets is not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. The exclusion in ~~Nareit's~~Nareit’s definition of FFO of impairment write- downs and gains and losses from the sale of real estate assets helps to identify the operating results of the long-term assets that form the base of our investments and assists management and investors in comparing those operating results between periods.

Due to the limitations of the Nareit FFO definition, we have made certain interpretations in applying the definition. We believe that all such interpretations not specifically provided for in the Nareit definition are consistent with the definition. Nareit’s FFO White Paper 2018 Restatement clarified that impairment write-downs of land related to a REIT’s main business are excluded from FFO, and a REIT has the option to exclude impairment write-downs of assets that are incidental to the main business.

While FFO is widely used by us as a primary performance metric, not all real estate companies use the same definition of FFO or calculate FFO in the same way. Accordingly, FFO presented here is not necessarily comparable to FFO presented by other real estate companies. FFO should not be considered as an alternative to net income or any other GAAP measurement of performance, but rather should be considered as an additional, supplemental measure. FFO also does not represent cash generated from operating activities in accordance with GAAP, ~~and~~nor is ~~not necessarily~~it indicative of ~~sufficient cash flow~~funds available to fund all ~~of our~~cash needs, orincluding our ability to service indebtedness or make distributions.

Core Funds from Operations ("(“Core ~~FFO"~~FFO”) is FFO as adjusted for non-routine items or items not considered core to our business operations. By further adjusting for items that are not considered part of our core business operations, we believe that Core FFO provides investors with additional information to compare our core operating and financial performance between periods. Core FFO should not be considered as an alternative to net income as an indication of financial performance, or as an alternative to cash flows from operations as a measure of liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to service indebtedness or make distributions to shareholders. Core FFO

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is a non-GAAP and non-standardized measure that may be calculated differently by other REITs and that should not be considered a substitute for operating results determined in accordance with GAAP.

	(in thousands, except percentages)
	Twelve Months Ended
	12/31/2020	12/31/2019
Net (loss) income available to common shareholders	$(1,790)	$71,848
Adjustments:
Noncontrolling interests — Operating Partnership	(212)	6,752
Depreciation and amortization	75,593	74,271
Less depreciation — non real estate	(353)	(322)
Less depreciation — partially owned entities	(379)	(2,059)
Gain on sale of real estate	(25,503)	(97,624)
FFO applicable to common shares and Units	$47,356	$52,866

	(in thousands, except percentages)
	Twelve Months Ended
	12/31/2020	12/31/2019
Adjustments to Core FFO: Casualty loss write off	749	—
Loss on extinguishment of debt	23	2,360
Gain on litigation settlement	—	(6,586)
Rebranding costs	402	—
(Gain) loss on marketable securities	3,378	(113)
(Discount) premium on redemption of preferred shares	(297)	—
Core FFO applicable to common shares and Units	$51,611	$48,527
FFO applicable to common shares and Units	$47,356	$52,866
Dividends to preferred unitholders	640	537
FFO applicable to common shares and Units — diluted	$47,996	$53,403
Core FFO applicable to common shares and Units	$51,611	$48,527
Dividends to preferred unitholders	640	537
Core FFO applicable to common shares and Units — diluted	$52,251	$49,064
Per Share Data
Earnings (loss) per share and unit — diluted	$(0.15)	$6.00
FFO per share and unit — diluted	$3.47	$4.05
Core FFO per share and unit — diluted	$3.78	$3.72
Weighted average shares and units — diluted	13,835	13,182

Reconciliation of Net Income (Loss) Available to Common Shareholders to Adjusted EBITDA

Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, gain or loss on sale of real estate and other investments, impairment of real estate investments, gain or loss on extinguishment of debt, gain on litigation settlement, and gain or loss from involuntary conversion. Adjusted EBITDA is a non-GAAP financial measure and should not be considered a substitute for operating results determined in accordance with GAAP. We consider Adjusted EBITDA to be an appropriate supplemental performance measure because it permits investors to view income from operations without the effect of depreciation, financing costs, or non-operating gains and losses.

	(in thousands) Twelve Months Ended
	12/31/2020	12/31/2019
Net income (loss) attributable to controlling interests	$4,441	$78,669
Adjustments:
Dividends to preferred unitholders	640	537
Noncontrolling interests – Operating Partnership	(212)	6,752
Income (loss) before noncontrolling interests – Operating Partnership	4,869	85,958
Adjustments:
Interest expense	27,334	29,461
Loss on extinguishment of debt	23	2,360
Depreciation/amortization related to real estate investments	75,215	72,213
Impairment of real estate investments	—	—
Casualty loss (recovery)	749	—
Interest income	(1,512)	(1,626)
Gain (loss) on sale of real estate and other investments	(25,503)	(97,624)
Gain on litigation settlement	—	(6,586)
(Gain) loss on marketable securities	3,378	(113)
Adjusted EBITDA	$84,553	$84,043

APPENDIX B

~~INVESTORS REAL ESTATE TRUST~~

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED ~~2015 INCENTIVE PLAN~~

~~Dated March 13, 2020~~

~~Table of Contents~~

~~TABLE~~DECLARATION OF ~~CONTENTS~~


~~ARTICLE I DEFINITIONS~~			~~B-1~~
~~1.1. ADMINISTRATOR.~~			~~B-1~~
~~1.2. AFFILIATE.~~			~~B-1~~
~~1.3. AWARD.~~			~~B-1~~
~~1.4. AWARD AGREEMENT.~~			~~B-1~~
~~1.5. BOARD.~~			~~B-1~~
~~1.6. CHANGE IN CONTROL.~~			~~B-1~~
~~1.7. CODE.~~			~~B-3~~
~~1.8. COMMITTEE.~~			~~B-3~~
~~1.9. COMMON STOCK.~~			~~B-3~~
~~1.10. COMPANY.~~			~~B-3~~
~~1.11. CONSULTANT.~~			~~B-3~~
~~1.12. CONTROL CHANGE DATE.~~			~~B-3~~
~~1.13. EXCHANGE ACT.~~			~~B-3~~
~~1.14. EXERCISE PRICE.~~			~~B-3~~
~~1.15. FAIR MARKET VALUE.~~			~~B-3~~
~~1.16. GRANT PRICE.~~			~~B-4~~
~~1.17. INCENTIVE AWARD.~~			~~B-4~~
~~1.18. INCENTIVE STOCK OPTION.~~			~~B-4~~
~~1.19. NON-EMPLOYEE TRUSTEE.~~			~~B-4~~
~~1.20. NONQUALIFIED STOCK OPTION.~~			~~B-4~~
~~1.21. PARTICIPANT.~~			~~B-4~~
~~1.22. PARTNERSHIP.~~			~~B-4~~
~~1.23. PERFORMANCE GOAL.~~			~~B-4~~
~~1.24. PLAN.~~			~~B-5~~
~~1.25. STOCK APPRECIATION RIGHT.~~			~~B-5~~
~~1.26. STOCK AWARD.~~			~~B-5~~
~~1.27. STOCK OPTION.~~			~~B-6~~
~~1.28. STOCK UNIT.~~			~~B-6~~
~~1.29. STOCK UNIT AWARD.~~			~~B-6~~
~~1.30. SUBSTITUTE AWARD.~~			~~B-6~~
~~ARTICLE II ESTABLISHMENT AND PURPOSES~~			~~B-6~~
~~ARTICLE III ADMINISTRATION~~			~~B-6~~
~~ARTICLE IV ELIGIBILITY~~			~~B-7~~
~~4.1. GENERAL~~			~~B-7~~
~~4.2. GRANTS.~~			~~B-7~~
~~ARTICLE V STOCK SUBJECT TO PLAN~~			~~B-7~~
~~5.1. SHARES ISSUED.~~			~~B-7~~
~~5.2. AGGREGATE LIMIT.~~			~~B-7~~
~~5.3. INDIVIDUAL LIMITATIONS.~~			~~B-8~~
~~5.4. SHARE ADD-BACKS.~~			~~B-8~~
~~ARTICLE VI STOCK AWARDS~~			~~B-8~~
~~6.1 AWARDS~~			~~B-8~~
~~6.2. VESTING.~~			~~B-9~~
~~6.3. SHAREHOLDER RIGHTS.~~			~~B-9~~
~~6.4. DISPOSITION~~TRUST OF ~~SHARES.~~			~~B-9~~
~~ARTICLE VII STOCK OPTIONS~~			~~B-9~~
~~7.1. AWARDS.~~			~~B-9~~
~~7.2. EARNING THE AWARD.~~			~~B-9~~
~~7.3. EXERCISE PRICE.~~			~~B-10~~

~~B-i~~

~~Table of Contents~~


~~7.4. TERM OF STOCK OPTION.~~			~~B-10~~
~~7.5. EXERICSE OF STOCK OPTION.~~			~~B-10~~
~~7.6. PAYMENT OF EXERCISE PRICE.~~			~~B-10~~
~~7.7. SPECIAL RULES REGARDING ISOs.~~			~~B-11~~
~~7.8. SHAREHOLDER RIGHTS.~~			~~B-11~~
~~7.9. DISPOSITION OF SHARES.~~			~~B-12~~
~~7.10 DIVIDEND EQUIVALENTS.~~			~~B-12~~
~~ARTICLE VIII STOCK APPRECIATION RIGHT~~			~~B-12~~
~~8.1. AWARDS.~~			~~B-12~~
~~8.2. EARNING THE AWARD.~~			~~B-12~~
~~8.3. GRANT PRICE.~~			~~B-12~~
~~8.4. TERM OF SAR.~~			~~B-12~~
~~8.5. EXERCISE OF SAR.~~			~~B-12~~
~~8.6. NOTICE OF EXERCISE.~~			~~B-13~~
~~8.7. SETTLEMENT OF SARs.~~			~~B-13~~
~~8.8. SHAREHOLDER RIGHTS.~~			~~B-13~~
~~8.9. DISPOSITION OF SHARES.~~			~~B-13~~
~~8.10. DIVIDEND EQUIVALENTS.~~			~~B-13~~
~~ARTICLE IX STOCK UNIT AWARDS~~			~~B-13~~
~~9.1. AWARDS.~~			~~B-13~~
~~9.2. EARNING THE AWARD.~~			~~B-14~~
~~9.3. PAYMENT.~~			~~B-14~~
~~9.4. SHAREHOLDER RIGHTS.~~			~~B-14~~
~~9.5. DIVIDEND EQUIVALENTS.~~			~~B-14~~
~~9.6. DISPOSITION OF SHARES.~~			~~B-14~~
~~ARTICLE X INCENTIVE AWARDS~~			~~B-14~~
~~10.1. AWARDS.~~			~~B-14~~
~~10.2. TERMS AND CONDITIONS.~~			~~B-15~~
~~10.3. SETTLEMENT.~~			~~B-15~~
~~10.4. SHAREHOLDER RIGHTS.~~			~~B-15~~
~~10.5. DISPOSITION OF SHARES.~~			~~B-15~~
~~ARTICLE XI ADJUSTMENT UPON CHANGE IN COMMON STOCK~~			~~B-15~~
~~ARTICLE XII CHANGE IN CONTROL~~			~~B-16~~
~~12.1. IMPACT OF CHANGE IN CONTROL.~~			~~B-16~~
~~12.2. ASSUMPTION UPON CHANGE IN CONTROL.~~			~~B-16~~
~~12.3. CASH-OUT UPON CHANGE IN CONTROL.~~			~~B-16~~
~~12.4. CERTAIN REDUCTION OF PARACHUTE PAYMENTS.~~			~~B-16~~
~~ARTICLE XIII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES~~			~~B-18~~
~~ARTICLE XIV GENERAL PROVISIONS~~			~~B-18~~
~~14.1. EFFECT ON EMPLOYMENT OR SERVICE.~~			~~B-18~~
~~14.2. UNFUNDED PLAN.~~			~~B-18~~
~~14.3. TRANSFERABILITY.~~			~~B-18~~
~~14.4. REIT STATUS~~			~~B-18~~
~~14.5. SECTION 83(b) ELECTIONS~~			~~B-19~~
~~14.6. RULES OF CONSTRUCTION.~~			~~B-19~~
~~14.7. EMPLOYEE STATUS.~~			~~B-19~~
~~14.8. WITHHOLDING TAXES.~~			~~B-20~~
~~14.9. RETURN OF AWARDS; REPAYMENT.~~			~~B-20~~
~~ARTICLE XV AMENDMENT~~			~~B-20~~
~~ARTICLE XVI DURATION OF PLAN~~			~~B-20~~
~~ARTICLE XVII EFFECTIVE DATE OF PLAN~~			~~B-21~~

~~B-ii~~

~~Table of Contents~~

INVESTORS REAL ESTATE TRUST
~~AMENDED AND RESTATED~~
~~2015 INCENTIVE PLAN~~

~~ARTICLE I~~
~~DEFINITIONS~~

~~1.1. ADMINISTRATOR.~~

~~Administrator means the Board with respect~~

[ ], 2021

Pursuant to ~~awards to Non-employee Trustees and in all other instances means the Committee.~~

~~1.2. AFFILIATE.~~

Affiliate means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by or is under common control with the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, the term "control" means the ownership, directly or indirectly, of more than 50%Article VI of the ~~total combined voting power or value~~Third Amended and Restated Declaration of ~~all classes~~Trust (the “Declaration of ~~shares or interests in an entity or the power to direct the management and policies of an entity, by contract or otherwise.~~

~~1.3. AWARD.~~

Award means a grant under the Plan of a Stock Award, a Stock Unit Award, an Incentive Award, a Nonqualified Stock Option, an Incentive Stock Option and a Stock Appreciation Right, in each case subject to the terms of the Plan.

~~1.4. AWARD AGREEMENT.~~

Award Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an Award granted to such Participant.

~~1.5. BOARD.~~

~~Board means the Board of Trustees of the Company.~~

~~1.6. CHANGE IN CONTROL.~~

~~Change in Control shall mean the occurrence of any of the following events:~~

(a) the acquisition, directly or indirectly, by any "person" or "group" (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder) of "beneficial ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of trustees ("~~voting securities~~"Trust”) of ~~the Company that represent 35% or more of the combined voting power of the Company's then outstanding voting securities, other than~~

(i) an acquisition of securities by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or

~~Table of Contents~~

(ii) an acquisition of securities by the Company or a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the securities of the Company, or

~~(iii) an acquisition of securities pursuant to a transaction described in clause (c) below that would not be a Change in Control under clause (c).~~

Notwithstanding the foregoing, the following event shall not constitute an "acquisition" by any person or group for purposes of this clause (a): an acquisition of the Company's securities by the Company which causes the Company's voting securities beneficially owned by a person or group to represent 35% or more of the combined voting power of the Company's then outstanding voting securities;~~provided~~,~~however~~, that if a person or group shall become the beneficial owner of 35% or more of the combined voting power of the Company's then outstanding voting securities by reason of share acquisitions by the Company as described above and shall, after such share acquisitions by the Company, become the beneficial owner of any additional voting securities of the Company, then such acquisition shall constitute a Change in Control;

~~(b) individuals who, as of the effective date of this Plan, constitute the Board (the "~~~~Incumbent Board~~~~") cease for any reason to constitute at least a majority of the Board,~~~~provided~~,~~however~~, that any individual becoming a trustee subsequent to the date hereof whose election by the Company's shareholders, or nomination for election by the Board, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(c) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction

(i) which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "~~Successor Entity~~~~")) directly or indirectly, at least 50% of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction; and~~

~~(ii) after which no person or group beneficially owns voting securities representing 35% or more of the combined voting power of the Successor Entity;~~~~provided~~,~~however~~, that no person or group shall be treated for purposes of this clause (c)(ii) as beneficially owning 35% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

~~(d) approval by the Company's shareholders of a liquidation or dissolution of the Company.~~

For purposes of clause (a) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company's shareholders, and for purposes of clause (c) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company's shareholders.

~~Table of Contents~~

In addition, if a Change in Control (as defined in clauses (a), (b), (c) and (d) above) constitutes a payment event with respect to any Award that provides for the deferral of compensation and is subject to Section 409A of the Code, no payment will be made under that award on account of a Change in Control unless the event described in clause (a), (b), (c) or (d) above, as applicable, constitutes a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5).

~~1.7. CODE.~~

~~Code means the Internal Revenue Code of 1986, and any amendments thereto.~~

~~1.8. COMMITTEE.~~

~~Committee means the Compensation Committee of the Board.~~

~~1.9. COMMON STOCK.~~

~~Common Stock means the common shares of beneficial ownership of the Company, no par value per share.~~

~~1.10. COMPANY.~~

~~Company means~~ Investors Real Estate Trust, a North Dakota real estate investment ~~trust.~~

~~1.11. CONSULTANT.~~

Consultant means any individual who (a) renders bona fide services to the Company, the Partnership or an Affiliate of the Company or the Partnership, (b) is not providing those services in connection with the offer or sale of securities in a capital raising transaction and is not directly or indirectly promoting or maintaining a market for the Company's securities and (c) the individual is a natural person who has contracted directly with the Company, the Partnership or an Affiliate of the Company or the Partnership to render such services.

~~1.12. CONTROL CHANGE DATE.~~

Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the date of the last of such transactions.

~~1.13. EXCHANGE ACT.~~

~~Exchange Act means the Securities Exchange Act of 1934, as amended.~~

~~1.14. EXERCISE PRICE.~~

~~Exercise Price means the price at which a share of Common Stock may be purchased by a Participant pursuant to a Stock Option.~~

~~1.15. FAIR MARKET VALUE.~~

~~Fair Market Value means, on any given date, the closing price of a share of Common Stock as reported in~~~~The Wall Street Journal~~ ~~(or such other source as the Administrator selects) for such date, or if the~~

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~~Common Stock was not traded on such day, then on the next preceding day that the Common Stock was traded on such exchange.~~

~~1.16. GRANT PRICE.~~

~~Grant Price means the price established at the time of grant of a SAR, which is used to determine the amount paid or shares of Common Stock delivered upon the exercise of the SAR.~~

~~1.17. INCENTIVE AWARD.~~

~~Incentive Award means an award granted to a Participant under Article X, subject to such terms and conditions as may be prescribed by the Administrator.~~

~~1.18. INCENTIVE STOCK OPTION.~~

~~Incentive Stock Option or "ISO" means an Award that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision.~~

~~1.19. NON-EMPLOYEE TRUSTEE.~~

~~Non-employee Trustee means a member of the Board who is not an employee of the Company or an Affiliate of the Company.~~

~~1.20. NONQUALIFIED STOCK OPTION.~~

~~Nonqualified stock option means an Award that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.~~

~~1.21. PARTICIPANT.~~

Participant means an individual: (a) who is either (i) an employee of the Company, an Affiliate of the Company, the Partnership or an Affiliate of the Partnership, (ii) a member of the Board or (iii) a Consultant; (b) who, in each case, satisfies the requirements of Article IV; and (c) who is selected by the Administrator to receive a Stock Award, a Stock Unit Award, an Incentive Award, Nonqualified Stock Option, Incentive Stock Option or Stock Appreciation Right or a combination thereof.

~~1.22. PARTNERSHIP.~~

~~Partnership shall mean IRET Properties, a North Dakota Limited Partnership.~~

~~1.23. PERFORMANCE GOAL.~~

Performance Goal shall mean the goals established by the Committee, which may be a condition to the vesting or settlement of all or a portion of an award. Such goals may be based on one or more of the following with respect to the Company, the Partnership, and any Affiliate or any division or operating unit thereof: (1) funds from operations and funds from operations per share and unit; (2) United States generally accepted accounting principles ("GAAP"trust (the “Trust”) earnings per share; (3) improvement in economic vacancy or other operational targets; (4) asset growth; (5) pre-tax or after-tax income (before or after allocation of corporate overhead and bonus); (6) net income (before or after taxes); (7) reduction in expenses; (8) pre-tax or after-tax operating income; (9) earnings (including earnings before taxes, earnings before interest and taxes, or earnings before interests, taxes, depreciation and amortization); (10) gross revenue; (11) working capital; (12) profit margin or gross profits; (13) Fair

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Market Value; (14) cash flow or cash flow per share (before or after dividends); (15) cash flow return on investment; (16) return on capital (including return on total capital or return on invested capital); (17) return on assets or net assets; (18) market share; (19) pre-tax or after-tax earnings per share; (20) pre-tax or after-tax operating earnings per share; (21) total stockholder return; (22) growth measures, including revenue growth, as compared with a peer group or other benchmark; (23) economic value-added models or equivalent metrics; (24) comparisons with various stock market indices; (25) improvement in or attainment of expense levels or working capital levels; (26) operating margins, gross margins or cash margins; (27) year-end cash; (28) debt reductions; (29) stockholder equity; (30) regulatory achievements; (31) implementation, completion or attainment of measurable objectives with respect to research, development, products or projects, production volume levels, acquisitions and divestitures and recruiting and maintaining personnel; (32) customer satisfaction; (33) operating efficiency, productivity ratios; or (34) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals (including accomplishing regulatory approval for projects), cost or cost savings targets, accomplishing critical milestones for projects, and goals relating to acquisitions or divestitures, or any combination thereof (in each case before or after such objective income and expense allocations or adjustments as the Committee may specify within the applicable period). Each such goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, division and/or operating units) and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital (including, but limited to, the cost of capital), stockholders' equity and/or shares outstanding, or to assets or net assets. To the extent applicable, the measures used in setting performance criteria set under the Plan for any given performance period shall be determined in accordance with GAAP and in a manner consistent with the methods used in the Company's audited financial statements, without regard to: (i) extraordinary items as determined by the Company's independent public accountants in accordance with GAAP; (ii) changes in accounting, unless, in each case, the Administrator decides otherwise within the applicable period; or (iii) non-recurring acquisition expenses and restructuring charges. Notwithstanding the foregoing, in calculating operating earnings or operating income (including on a per share basis), the ~~Administrator may provide that such calculation shall be made on~~Trust hereby amends the ~~same basis~~Declaration of Trust as ~~reflected in a release of the Company's earnings for a previously completed period as specified~~set forth below.

1.	The first sentence of Section 1(a) of the Declaration of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:

“The Trust governed by ~~the Administrator.~~

~~1.24. PLAN.~~

~~Plan means the Investors Real Estate Trust~~this Amended and Restated ~~2015 Incentive Plan.~~

~~1.25. STOCK APPRECIATION RIGHT.~~

~~Stock Appreciation Right~~Declaration of Trust (as amended, supplemented or ~~"SAR" means an Award granted under Article VIII, subject~~restated from time to ~~such terms~~time, this “Declaration of Trust”) is herein referred to as the “Trust” and ~~conditions as may~~shall be ~~prescribed~~known by the ~~Administrator.~~

name “Centerspace.”

Except as expressly amended herein, the Declaration of Trust shall remain in full force and effect. Any electronic signature to this First Amendment will be deemed the same as an original. This First Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts, and when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of ~~shares of Common Stock granted to a Participant under Article VI, subject to such terms and conditions as may be prescribed by~~ the ~~Administrator. For the avoidance of doubt, the term "Stock Award" does not include shares of Common Stock issued in settlement of a Stock Unit Award or an Incentive Award.~~

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~~1.27. STOCK OPTION.~~

Stock Option means an Award granted under Article VII, which Award may be an Incentive Stock Option or a Nonqualified Stock Option and which shall be subject to such terms and conditions as may be prescribed by the Administrator.

~~1.28. STOCK UNIT.~~

~~Stock Unit represents the right to receive one share of Common Stock or an amount based on the value of one share of Common Stock, or a combination of both.~~

~~1.29. STOCK UNIT AWARD.~~

~~Stock Unit Award means an award of Stock Units granted to a Participant under Article IX, subject to such terms and conditions as may be prescribed by the Administrator.~~

~~1.30. SUBSTITUTE AWARD.~~

Substitute award means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company, or any Affiliate or with which the Company or any Affiliate combines.

~~ARTICLE II~~
~~ESTABLISHMENT AND PURPOSES~~

The Company previously adopted the Investors Real Estate Trust 2015 Incentive Plan (the "Prior Plan") to assist the Company and its Affiliates to attract, retain and motivate officers, directors, employees (including prospective employees) and consultants, and to promote the alignment of their interests with those of its stockholders. The Company hereby amends and restates the Prior Plan, asdate first set forth ~~herein, and renames the Prior Plan the~~ above.

				TRUST:

				Investors Real Estate Trust, a North Dakota real estate investment trust

				By:			/s/ Anne Olson
				Name: Anne Olson
				Title: Executive Vice President,
				Chief Operating Officer, General Counsel and Secretary

APPENDIX C

FIRST AMENDMENT TO INVESTORS REAL ESTATE TRUST

AMENDED AND RESTATED 2015 INCENTIVE PLAN

[ ], 2021

Pursuant to Article XV of the Amended and Restated 2015 Incentive Plan ~~(herein, the "Plan"~~(the “Incentive Plan”).

~~The Plan is intended to (a) assist~~ of Investors Real Estate Trust, a North Dakota real estate investment trust (the “Company”), the Company ~~and its Affiliates in recruiting and retaining key employees, members of~~hereby amends the Board and Consultants; (b) authorize the grant of incentive compensation opportunities for such persons; and (c) encourage such persons to align their interests with those of the Company and its shareholders by enabling such persons to participate in the future success of the Company and its Affiliates. TheIncentive Plan ~~is intended to permit the grant of Stock Awards, Stock Unit Awards, Incentive Awards, Stock Options and SARs.~~

~~ARTICLE III~~
~~ADMINISTRATION~~

~~The Plan shall be administered by the Administrator. The Administrator shall have authority to grant Awards upon such terms (not inconsistent with the provisions of this Plan)~~ as the Administrator may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the transferability or forfeitability of an Award, including by way of example and not limitation, conditions on which Participants may defer receipt of benefits under the Plan, requirements that the Participant complete a specified period of employment or service with the Company or an Affiliate of the Company or that the Company achieve a specified level of financial performance. Notwithstanding any such conditions or any provision of the Plan (a) the Committee may accelerate the time at which a Stock Award may become transferable or non-forfeitable or the time at which a Stock Unit Award or an Incentive Award may be settled or the time at which a Stock Option or SAR may be exercisable

set forth below.

1.	The first sentence of Section 5.2 of the Incentive Plan is hereby deleted in its entirety and the following is substituted in lieu thereof:

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(i) in connection with a termination of employment or service (including but not limited to death, disability, retirement or involuntary termination) or (ii) if the award has been outstanding for at least one year; and (b) up to 30,000 shares of Common Stock may be issued under the Plan without regard to the preceding clause (a) or the minimum vesting requirements of Sections 6.2, 7.2, 8.2, 9.2 or 10.2 (either pursuant to the original terms of the award or acceleration). In addition, the Administrator shall have complete authority to interpret all provisions of this Plan and any award granted under the Plan; to prescribe the form of Award Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final and conclusive. Neither the Administrator nor any member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Award Agreement or Award. All expenses of administering this Plan shall be borne by the Company.

The Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee's authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of a delegation at any time, but such action shall not invalidate any prior actions of the Committee's delegate or delegates that were consistent with the terms of the Plan.

~~ARTICLE IV~~
~~ELIGIBILITY~~

~~4.1. GENERAL.~~

Any Participant is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that such individual has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate of the Company.

~~4.2. GRANTS.~~

The Administrator will designate Participants to whom Awards are to be granted and will specify the number of shares of Common Stock subject to each Award or grant. All Awards granted under this Plan shall be evidenced by Award Agreements which shall be subject to the applicable provisions of this Plan and to such other provisions as the Administrator may adopt.

~~ARTICLE V~~
~~STOCK SUBJECT TO PLAN~~

~~5.1. SHARES ISSUED.~~

Upon the award of shares of Common Stock pursuant to a Stock Award or the settlement of a Stock Unit Award, an Incentive Award, Stock Option or SAR, the Company may issue shares of Common Stock from its authorized but unissued Common Stock.

~~5.2. AGGREGATE LIMIT.~~

“The maximum aggregate number of shares of Common Stock that may be issued under this Plan is ~~425,000 shares. The maximum aggregate number of shares of Common Stock that may be issued under~~775,000.”

Except as expressly amended herein, the Incentive Plan shall remain in full force and effect. Any electronic signature to this First Amendment will be deemed the same as an original. This First Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts, and when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this ~~Plan shall be subject to adjustment as provided in Article XI and Section 5.4. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this~~

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Section 5.2, the number of shares available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award, provided however that in the case of an Award that provides for a range of potential payouts the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. Any of the authorized shares of Common Stock may be used for any type of Award under the Plan, and any or all of the Shares may be allocated to Incentive Stock Options.

~~5.3. INDIVIDUAL LIMITATIONS.~~

Subject to the limitation set forth in the preceding sections, no individual may, in any calendar year, be granted or awarded (i) Awards covering more than 100,000 shares of Common Stock or (ii) Awards exceeding $7,500,000 in total value (calculating the value of any such Awards based on the grant date fair value for financial reporting purposes). Notwithstanding the preceding sentence, no Participant who is a Non-employee Trustee may, in any calendar year, be granted Awards, taken together with any cash fees paid during the fiscal year to the Non-employee Director, in respect of the Director's service as a member of the Board during such year (including service as a member or chair of any committees of the Board) exceeding $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value for financial reporting purposes). The limitations set forth in this Section 5.3 shall be subject to adjustment as provided in Article XI.

~~5.4. SHARE ADD-BACKS.~~

If any shares of Common Stock subject to Awards granted under the Plan are cancelled, forfeited, expire or otherwise terminate without the issuance of such shares of Common Stock, or if any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares of Common Stock subject to such Award, the shares of Common Stock subject to the Award shall, to the extent of such cancellation, forfeiture, expiration, termination, cash settlement or non-issuance, again be available for issuance under the Plan.

In the event that any withholding tax liabilities resulting from an Award granted under the Plan are satisfied by the withholding of shares of Common Stock, then the number of shares tendered or withheld shall not be available for future grants of Awards. Furthermore, shares of Common Stock issued by the Company in assumption of, or in substitution or exchange for, Awards previously granted, or the right or obligation to make future Awards by a company acquired by the Company or an Affiliate of the Company, or with which the Company or an Affiliate of the Company combines, shall not reduce the maximum aggregate number of shares of Common Stock available for issuance under the Plan.

~~ARTICLE VI~~
~~STOCK AWARDS~~

~~6.1. AWARDS.~~

In accordance with the provisions of Article IV, and subject to the limitations set forth in Plan Section 5.3, the Administrator shall, on the grant date of the award, designate Participants to whom a Stock Award is to be granted and specify the number of shares of Common Stock covered by such award as well as any terms, conditions and restrictions applicable to such award.

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~~6.2. VESTING.~~

Except as provided in Article III, the Administrator, on the grant date of the award, shall specify to what extent a Participant's rights in the Stock Award shall be forfeitable or otherwise restricted for a stated term or subject to such other terms, conditions and restrictions as set forth in the Award Agreement. By way of example and not of limitation, the restrictions may postpone transferability, vesting or both of the shares until the attainment of performance objectives prescribed by Administrator, including objectives stated with respect to Performance Goals, or may provide that the shares will be forfeited if the Participant separates from the service of the Company and its Affiliates before the expiration of a stated term. Except as provided in Article III, the period of restriction until full vesting shall be at least one year.

~~6.3. SHAREHOLDER RIGHTS.~~

Prior to their forfeiture (in accordance with the terms of the Award Agreement and while the shares of Common Stock granted pursuant to the Stock Award may be forfeited), a Participant will have all rights of a shareholder with respect to a Stock Award, including the right to receive dividends and to vote the shares; provided, however, that (i) dividends payable on shares of Common Stock subject to a Stock Award that do not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and paid, without interest, when and to the extent that the shares underlying the Stock Award become non-forfeitable; (ii) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award; (iii) the Company shall retain custody of any certificates evidencing shares of Common Stock granted pursuant to a Stock Award; and (iv) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award. The limitations set forth in the preceding sentence shall not apply after the shares of Common Stock granted under the Stock Award are no longer forfeitable.

~~6.4. DISPOSITION OF SHARES.~~

A Participant may not sell or otherwise dispose of the shares of Common Stock acquired under a Stock Award except in compliance with the Company's Policy Regarding Share Ownership and Retention, as may be subsequently amended or replaced by a similar policy.

~~ARTICLE VII~~
~~STOCK OPTIONS~~

~~7.1. AWARDS.~~

In accordance with the provisions of this Article VII and subject to the limitations set forth in Section 5.3, the Administrator shall, on the grant date of the Award, designate Participants to whom a Stock Option Award is to be granted and shall specify the number of shares of Common Stock covered by the Award as well as any terms, conditions and restrictions applicable to such Award.

~~7.2. EARNING THE AWARD.~~

Except as provided in Article III, the Administrator, on the grant date of an Award, shall specify to what extent award of a Stock Option Award will be earned upon the satisfaction of certain requirements as set forth in the Award Agreement. By way of example and not of limitation, the requirements may postpone exercisability, vesting or both of the Stock Option Award until the attainment of performance objectives prescribed by the Administrator, including objectives stated with respect to Performance Goals, or may provide that the Stock Option Award will be forfeited if the

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Participant separates from the service of the Company and its Affiliates before the expiration of a stated term. Except as provided in Article III, the period for determining whether such requirements are satisfied shall be at least one year.

~~7.3. EXERCISE PRICE.~~

The Exercise Price for a Stock Option Award shall be determined by the Administrator and shall be specified in the Award Agreement evidencing such Stock Option Award; provided, however, the Exercise Price must be at least equal to 100% of the Fair Market Value of a share of Common Stock as of the Stock Option's date of grant, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive Stock Options, Code Section 424), and subject to adjustment as provided for under Article XI.

~~7.4. TERM OF STOCK OPTION.~~

The term of a Stock Option granted to a Participant shall be determined by the Administrator; provided, however, no Stock Option shall be exercisable later than the tenth anniversary of its date of grant.

~~7.5. EXERCISE OF STOCK OPTION.~~

An Option shall be exercisable at such times and be subject to such restrictions and vesting conditions as the Administrator shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

~~7.6. PAYMENT OF EXERCISE PRICE.~~

A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Administrator, or by complying with any alternative procedures that may be authorized by the Administrator, setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, accompanied by full payment for the shares of Common Stock. A condition of the issuance of the shares of Common Stock as to which a Stock Option shall be exercised shall be the payment of the Exercise Price and the payment of applicable withholding taxes. The Exercise Price of any exercised Stock Option shall be payable to the Company in accordance with one of the following methods to the extent permitted under a Participant's applicable Award Agreement as determined by the Administrator in its discretion on the date of grant:

~~(a) In cash or its equivalent,~~

(b) By tendering (either by actual delivery or by attestation) previously acquired shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price,

~~(c) By a cashless (broker-assisted) exercise,~~

(d) By authorizing the Company to withhold shares of Common Stock otherwise issuable upon the exercise of the Option having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price,

~~(e) By any combination of (a), (b), (c) or (d), or~~

~~(f) By any other method approved or accepted by the Administrator.~~

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~~7.7. SPECIAL RULES REGARDING ISOs.~~

~~Notwithstanding any provision of the Plan to the contrary, a Stock Option granted in the form of an ISO to a Participant shall be subject to the following rules:~~

(a) An Option shall constitute an Incentive Stock Option only if the Participant receiving the Option is an Employee and only if the Employee is employed by the Company, or a parent corporation or Subsidiary corporation within the meaning of Code Section 424, and only to the extent that (i) it is so designated in the applicable Award Agreement and (ii) the aggregate Fair Market Value (determined as of the Stock Option's date of grant) of the shares of Common Stock with respect to which Incentive Stock Options held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000. To the extent a Stock Option granted to a Participant exceeds this limit, the Stock Option shall be treated as a Non-Statutory Stock Option.

(b) No Participant may receive an Incentive Stock Option under the Plan if, immediately after the grant of such Award, the Participant would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, unless (i) the exercise price for that Incentive Stock Option is at least 110% of the Fair Market Value of the shares of Common Stock subject to that Incentive Stock Option on the Grant Date and (ii) that Stock Option shall expire no later than five years after its date of grant.

(c) For purposes of continued service by a Participant who has been granted an Incentive Stock Option, no approved leave of absence may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Statutory Stock Option.

(d) If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such Stock Option shall thereafter be treated as a Non-Statutory Stock Option.

(e) Each Participant awarded an Incentive Stock Option shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the Incentive Stock Option or (ii) one year after the date of exercise of the Incentive Stock Option.

~~7.8. SHAREHOLDER RIGHTS.~~

No Participant shall, as a result of receiving a Stock Option, have any rights as a shareholder of the Company until, and then only to the extent that, the Participant exercises the Stock Option and shares of Common Stock are issued upon such exercise to the Participant. After a Stock Option is exercised and settled by the issuance of shares of Common Stock, a Participant will have all the rights of a shareholder as to such shares of Common Stock.

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~~7.9. DISPOSITION OF SHARES.~~

A Participant may not sell or dispose of the shares of Common Stock issued in settlement of a Stock Option except in compliance with the Company's Policy Regarding Share Ownership and Retention, as may be subsequently amended or replaced by a similar policy.

~~7.10. DIVIDEND EQUIVALENTS.~~

~~No Dividend Equivalents or dividends shall accrue on or be payable under a Stock Option.~~

~~ARTICLE VIII~~
~~STOCK APPRECIATION RIGHT~~

~~8.1. AWARDS.~~

In accordance with the provisions of Article VIII and subject to the limitations set forth in Section 5.3, the Administrator shall, on the grant date of the Award, designate Participants to whom a SAR is to be granted and shall specify the number of shares of Common Stock covered by the Award as well as any terms, conditions and restrictions applicable to such Award.

~~8.2. EARNING THE AWARD.~~

Except as provided in Article III, the Administrator, on the grant date of an Award, shall specify to what extent the SARs will be earned upon the satisfaction of certain requirements as set forth in the Award Agreement. By way of example and not of limitation, the requirements may postpone exercisability, vesting or both of the SARs until the attainment of performance objectives prescribed by the Administrator, including objectives stated with respect to Performance Goals, or may provide that the SAR will be forfeited if the Participant separates from the service of the Company and its Affiliates before the expiration of a stated term. Except as provided in Article III, the period for determining whether such requirements are satisfied shall be at least one year.

~~8.3. GRANT PRICE.~~

The Grant Price for each grant of a SAR shall be determined by the Administrator and shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the Fair Market Value of a share of Common StockFirst Amendment as of the date ~~of grant, except in the case of Substitute Awards (to the extent consistent with Code Section 409A), and subject to adjustment as provided for under Article XI.~~

~~8.4. TERM OF SAR.~~

~~The term of a SAR granted to a Participant shall be determined by the Administrator; provided, however, no SAR shall be exercisable later than the tenth anniversary of its Grant Date.~~

~~8.5. EXERCISE OF SAR.~~

A SAR shall be exercisable at such times and be subject to such restrictions and vesting conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

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~~8.6. NOTICE OF EXERCISE.~~

A SAR shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Administrator, or by complying with any alternative procedures that may be authorized by the Administrator, setting forth the number of shares of Common Stock with respect to which the SAR is to be exercised.

~~8.7. SETTLEMENT OF SARs.~~

Upon the exercise of a SAR, pursuant to a notice of exercise properly completed and submitted to the Company in accordance with Section 8.6, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of (a) and (b) below:

~~(a)~~: ~~The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price.~~
~~(b)~~: ~~The number of Shares with respect to which the SAR is exercised.~~

~~Payment shall be made in cash, Shares or a combination thereof as provided for under the applicable Award Agreement.~~

~~8.8. SHAREHOLDER RIGHTS.~~

No Participant shall, as a result of receiving a SAR, have any rights as a shareholder of the Company until, and then only to the extent that, the Participant exercises the SAR and shares of Common Stock are issued upon such exercise to the Participant. After a SAR is exercised and settled by the issuance of shares of Common Stock, a Participant will have all the rights of a shareholder as to such shares of Common Stock.

~~8.9. DISPOSITION OF SHARES.~~

A Participant may not sell or dispose of the shares of Common Stock issued in settlement of a SAR except in compliance with the Company's Policy Regarding Share Ownership and Retention, as may be subsequently amended or replaced by a similar policy.

~~8.10. DIVIDEND EQUIVALENTS.~~

~~No Dividend Equivalents or dividends shall accrue on or be payable under a SAR.~~

~~ARTICLE IX~~
~~STOCK UNIT AWARDS~~

~~9.1. AWARDS.~~

~~In accordance with the provisions of Article IV and subject to the limitations~~first set forth in Section 5.3, the Administrator shall, on the grant date of the award, designate Participants to whom a Stock Unit Award is to be granted and shall specify the number of Stock Units covered by the award as well as any terms, conditions and restrictions applicable to such award, including whether the Stock Unit Award includes the right to receive dividend equivalents.

above.

				COMPANY:

				Investors Real Estate Trust, a North Dakota real estate investment trust


				By:			/s/ Anne Olson
				Name: Anne Olson
				Title: Executive Vice President, Chief Operating Officer, General Counsel and Secretary

Nominee	Principal Occupation and Summary Biography	Age	Trustee Since	Independence and Board Committee Membership


Jeffery P. Caira Chair	Former Director — Co-Portfolio Manager with AEW Capital Management Jeffrey P. Caira has served as a trustee of the Company since June 23, 2015, and as Chair of the Board since April 27, 2017. Mr. Caira has over 30 years of experience in the real estate industry. From 2003 to 2013, he served in various positions at AEW Capital Management, lastly as Director — Co-Portfolio Manager of the North American Diversified Strategy, a multi-billion dollar real estate securities portfolio, before retiring. Prior to that, Mr. Caira served as a Vice President-Portfolio Manager and Senior Analyst for Pioneer Investment Management, Inc. from 2000 to 2003, managing the U.S. real estate sector fund; and Vice-President — Senior Equity Research Analyst for RBC Dain Rauscher, Inc. (formerly Tucker Anthony) from 1998 to 2000, covering equity REITs. Mr. Caira received a Bachelor's degree from the University of Notre Dame and an MBA from the Kellogg School of Management. He is a licensed real estate broker in the Commonwealth of Massachusetts. Mr. Caira brings the following experience, qualifications, attributes, and skills to the Board: general business management, portfolio management, portfolio valuation and analysis of public securities and real estate, capital markets, investment banking, finance, strategic planning, property management and property acquisition experience from his over thirty years in the real estate industry; insight into governance and management best practices from over ten years of serving on boards of various non-profit organizations; and extensive business and personal contacts in the real estate and investment banking fields.	62	2015	Independent Chair of the Board of Trustees; Audit

Nominee	Principal Occupation and Summary Biography	Age	Trustee Since	Independence and Board Committee Membership


Emily Nagle Green	Former CEO of Smart Lunches, Inc. Independent Director of Casella Waste Systems (NASDAQ: CWST) and privately-held Lee Kennedy Company Emily Nagle Green has served as a trustee of the Company since February 15, 2018. Ms. Green has a wealth of experience leading companies that have developed innovative technologies for businesses and consumers alike. She has served as CEO for three separate companies, including Smart Lunches, Inc., a venture-backed start-up providing online ordering and delivery for school lunches, for which she served as CEO from 2012-2016 and helped to build an award-winning technology platform, and scaled the business to serve 300 schools in 9 states. Prior to that, she served as CEO for two private-equity-backed research firms from 2005-2011: Yankee Group and Cambridge Energy Research Associates (CERA). She also led consumer technology research at Forrester Research, Inc., where she built the then-largest consumer technology research panel, serving executives at dozens of Fortune 1000 firms seeking to meet consumer needs in a fast-changing technology environment. She also coaches first-time CEOs and is the author of "ANYWHERE: How Global Connectivity is Revolutionizing the Way We Do Business" (McGraw-Hill 2010). Ms. Green received a Bachelor's degree in linguistics from Georgetown University and a Master's degree in Artificial Intelligence and Computer Graphics from the University of Pennsylvania. Ms. Green brings the following experience, qualifications, attributes and skills to the Board: executive leadership and management, general business management, application of technology, corporate governance, strategic planning experience from serving as CEO of three companies, and management best practices from her years of advising CEOs and boards of various companies and non-profit organizations.	62	2018	Independent Trustee; Nominating and Governance (Chair); Compensation

Nominee	Principal Occupation and Summary Biography	Age	Trustee Since	Independence and Board Committee Membership


Terrance P. Maxwell	Chief Financial Officer, Managing Director and member of the Executive Committee of Robert W. Baird & Co. Incorporated Terrance P. Maxwell has served as a trustee of the Company since November 6, 2013. Mr. Maxwell has been the Chief Financial Officer since March 2015 and a Managing Director and member of the Executive Committee since May 2014 of Robert W. Baird & Co. Incorporated ("Baird"), an employee-owned, international wealth management, capital markets, private equity and asset management firm with offices in the United States, Europe, and Asia. Prior to this, he had served in several positions at Baird, including Director of Corporate Development and Strategic Investment from May 2014 until March 2015 and head of Investment Banking from 1997 to 2006. He currently serves on the board of Baird and is also a member of the board of the Greenhouse Funds, an independent asset management company in which Baird has a strategic investment. Mr. Maxwell received an MBA from the Kellogg School of Management at Northwestern University. Mr. Maxwell brings the following experience, qualifications, attributes and skills to the Board: general business management, capital markets, investment banking, finance and strategic planning experience from his over twenty years in investment banking at Baird; insight into governance and management best practices from his years of advising boards on strategic transactions and his experience as a director of various companies and non-profit organizations; and extensive business and personal contacts in the finance and investment banking fields.	59	2013	Independent Trustee; Nominating and Governance

Name


Jeffrey P. Caira	71,500	97,230	168,730
Michael T. Dance	55,000	68,033	123,033
Emily Nagle Green	56,500	68,033	124,533
Linda J. Hall	56,500	68,033	124,533
Terrance P. Maxwell	46,500	68,033	114,533
John A. Schissel	46,500	68,033	114,533
Mary J. Twinem	46,500	68,033	114,533

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class


The Vanguard Group, Inc.⁽¹⁾
100 Vanguard Blvd, Malvern, PA 19355	1,737,588	14.94%
BlackRock, Inc.⁽²⁾
55 East 52nd Street, New York, NY 10055	1,129,452	9.70%
Renaissance Technologies LLC⁽³⁾
800 Third Avenue, New York, NY 10022	806,516	6.94%

	Performance Metric⁽¹⁾


Below Threshold	Below $2.80	—
Threshold	$2.80	50	%
Target	$2.95-$3.00	100	%
Maximum	$3.10	150	%

	Performance Metric⁽¹⁾


Below Threshold	Below 2.6%	—
Threshold	2.6%	50	%
Target	4.1%-4.6%	100	%
Maximum	5.6%	150	%

Name	AFFO⁽¹⁾		Same-Store NOI Growth⁽²⁾		Individual and Strategic Plan Goals⁽³⁾		Total Payout


Mark O. Decker, Jr.	$	220,313	$	163,913	$	176,250	$	560,476	119	%
Anne M. Olson	$	118,125	$	87,885	$	94,500	$	300,510	119	%
John A. Kirchmann	$	106,641	$	79,341	$	85,313	$	271,295	119	%

Name and Principal Position	Year	Salary ($)	LTIP Share Awards⁽¹⁾ ($)			Total ($)


Mark O. Decker, Jr.⁽³⁾	2019	465,010	570,519	560,476	13,750⁽⁵⁾	1,609,755
President, Chief Executive Officer and	Transition period 2018	300,570	445,146	337,773	16,575	1,100,064
Chief Investment Officer	Fiscal year 2018	444,050	592,793	509,769	201,599	1,748,211
	Fiscal year 2017	281,058	502,014	83,862	19,633	886,567
John A. Kirchmann	2019	325,000	263,052	271,295	19,750⁽⁵⁾	879,097
Executive Vice President and Chief	Transition period 2018	220,033	228,038	173,051	16,069	637,191
Financial Officer	Fiscal year 2018	325,000	399,383	238,240	40,029	1,002,652
Anne M. Olson⁽⁴⁾	2019	360,000	364,193	300,510	13,750⁽⁵⁾	1,038,453
Executive Vice President, Chief Operating	Transition period 2018	238,358	360,873	191,688	18,690	809,609
Officer, General Counsel, and Secretary	Fiscal year 2018	325,000	399,383	261,170	22,925	1,008,478

		Estimated Future Payouts under Non-Equity Incentive Awards⁽¹⁾								Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾

																All Other Share Awards: No. of Shares⁽³⁾
																		Grant- Date Fair Value ($)⁽⁴⁾
Name	Type of Award	Threshold ($)		Target ($)		Maximum ($)		Grant Date		Threshold (#)		Target (#)		Maximum (#)				Grant- Date Fair Value ($)⁽⁴⁾

Mark O. Decker, Jr.	STIP		235,000		470,000		705,000
	Performance Based RSUs								3/8/2019		1,314		5,257		10,514				417,879
	Time-Based RSUs								3/8/2019								2,629		152,640
John A. Kirchmann	STIP		113,750		325,000		341,250
	Performance Based RSUs								3/8/2019		606		2,424		4,848				192,684
	Time-Based RSUs								3/8/2019								1,212		70,369
Anne Olson	STIP		126,000		360,000		378,000
	Performance Based RSUs								3/8/2019		839		3,356		6,712				266,768
	Time-Based RSUs								3/8/2019								1,678		97,425

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders⁽¹⁾		28,151		—		374,703	⁽²⁾
Equity compensation plans not approved by security holders		—		—		—
Total		28,151		—		374,703	⁽²⁾

	2019		2018 Transition Period

Audit Fees	$	526,500	$	547,201
Audit-Related Fees		13,000		—
Tax Fees		—		—
All Other Fees		—		—

Total	$	539,500	$	547,201

	(in thousands, except percentages)
	Twelve Months Ended December 31,
	2020	2019	$ Change	% Change
Operating income (loss)	$8,340	$11,417	$(3,307)	(27.0)%
Adjustments:
Property management expenses	5,801	6,186	(385)	(6.2)%
Casualty loss	1,662	1,116	546	48.9%
Depreciation and amortization	75,593	74,271	1,322	1.8%
General and administrative expenses	13,440	14,450	(1,010)	(7.0)%
Net operating income	$104,836	$107,440	$(2,064)	(2.4)%
Revenue
Same-store	$152,790	$149,615	$3,175	2.1%
Non-same-store	18,441	6,020	12,421	206.3%
Other properties and dispositions	6,763	30,120	(23,357)	(77.5)%
Total	177,994	185,755	(7,761)	(4.2)%
Property operating expenses, including real estate taxes
Same-store	63,227	61,622	1,605	2.6%
Non-same-store	6,817	2,287	4,530	198.1%
Other properties and dispositions	3,114	14,406	(11,292)	(78.4)%
Total	73,158	78,315	(5,157)	(6.6)%
Net operating income
Same-store	89,563	87,993	1,570	1.8%
Non-same-store	11,624	3,733	7,891	211.4%
Other properties and dispositions	3,649	15,714	(12,065)	(76.8)%
Total	$104,836	$107,440	$(2,064)	(2.4)%

	(in thousands, except percentages)

	Twelve Months Ended
	12/31/2019			12/31/2018

Net (loss) income available to common shareholders	$	71,848		$	(21,844)
Adjustments:
Noncontrolling interests — Operating Partnership		6,752			(2,553)
Depreciation and amortization		74,271			77,624
Less depreciation — non real estate		(322	)		(305)
Less depreciation — partially owned entities		(2,059	)		(2,795)
Impairment of real estate		—			19,030
Gain on sale of real estate		(97,624	)		(25,245)

FFO applicable to common shares and Units	$	52,866		$	43,912
Adjustments to Core FFO:
Casualty loss write off		—			43
Loss on extinguishment of debt		2,360			678
Gain on litigation settlement		(6,586	)		—
Severance and transitions costs		—			811
Other miscellaneous items		(113	)		—

Core FFO applicable to common shares and Units	$	48,527		$	45,444
FFO applicable to common shares and Units	$	52,866		$	43,912
Dividends to preferred unitholders		537			—

FFO applicable to common shares and Units — diluted	$	53,403		$	43,912
Core FFO applicable to common shares and Units	$	48,527		$	45,444
Dividends to preferred unitholders		537			—

Core FFO applicable to common shares and Units — diluted	$	49,064		$	45,444
Per Share Data
Earnings (loss) per share and unit — diluted	$	6.00		$	(1.83)
FFO per share and unit — diluted	$	4.05		$	3.29
Core FFO per share and unit — diluted	$	3.72		$	3.41
Weighted average shares and units — diluted		13,182			13,344