Innovative Industrial Properties Inc DEF 14A, filed Apr 1, 2024
Innovative Industrial Properties Inc (IIPR)
DEF 14A
2024-04-01
For: 2024-05-15
View Original
Added on
June 12, 2026
About this DEF 14A
Innovative Industrial Properties Inc filed this DEF 14A on April 1, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
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Definitive Proxy Statement
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Soliciting Material Pursuant to § 240.14a-12
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Innovative Industrial Properties, Inc.
11440 West Bernardo Court, Suite 100
San Diego, CA 92127
San Diego, CA 92127
April 3, 2024
Dear Stockholder:
You are cordially invited to attend our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:00 a.m., Pacific Time on May 15, 2024 at our San Diego offices located at 11440 West Bernardo Court, Suite 100, San Diego, California 92127. The business that will be conducted at the Annual Meeting is described in the Notice of the 2024 Annual Meeting of Stockholders and Proxy Statement.
We would like to take this opportunity to highlight notable achievements during this past year, which was in the context of what we saw as a very challenging macroeconomic environment, including for the industry that we serve.
Note: Dollars in thousands.
(1)
“CAGR” represents compound annualized growth rate for the relevant metric.
(2)
Adjusted funds from operations (“AFFO”) is a supplemental non-GAAP financial measure used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to AFFO is included in Appendix A of the proxy statement.
(1)
“CAGR” represents compound annualized growth rate for the relevant metric.
(2)
Includes common stock dividends declared during the applicable year.
(1)
Total stockholder return (“TSR”) from December 1, 2016 (the date that our common stock first began trading on the New York Stock Exchange) through December 31, 2023, calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.
(2)
A real estate investment trust is a “REIT”. The MSCI US REIT Index includes all tax-qualified equity REITs listed in the United States.
(1)
As of December 31, 2023, unless otherwise noted.
(2)
Calculated in accordance with the indenture governing the Company’s 5.50% Unsecured Senior Notes due 2026.
(3)
In February 2024, the remaining $4.4 million principal amount of the Company’s 3.75% Exchangeable Senior Notes due 2024 was exchanged or paid off in full.
(4)
Consisting of cash and cash equivalents and short-term investments (each as reported on our consolidated balance sheet as of December 31, 2023) and availability under our revolving credit facility as of December 31, 2023.
Environmental, Social and Governance Focus
In September 2023, we issued our third annual Sustainability Report, which provides detail on our environmental, social and governance (“ESG”) initiatives. Our report can be found in the Sustainability section of our corporate website, and we encourage you to read the Sustainability Report to understand the significant value we place on ESG initiatives in support of our employees, tenant partners and the communities we serve. Information that is presented or hyperlinked on our website is not incorporated by reference into this proxy statement.
Investing in Our Team
Our employees are our most valuable asset, and we believe we have an inclusive and engaging work environment, where each person is an integral member of the team who is critical to our continued success. Attracting, developing, engaging and retaining our gifted team members, who help create long-term value for our stockholders, is an absolute priority.
In March 2023, we announced the appointment of David Smith as our chief financial officer and treasurer, and the promotions of Catherine Hastings to chief operating officer and Ben Regin to chief investment officer. Mr. Smith brings decades of experience with public and private REITs, including companies focused on real estate for the regulated cannabis industry. Ms. Hastings and Mr. Regin have been instrumental in our success to date, both having joined the company shortly after our initial public offering, and we believe that their proven strength in leadership and execution will continue to be significant contributors in executing on our strategic objectives in the coming years.
To nurture an engaging work environment, invest in our employees and foster a sense of shared purpose, we offer a variety of programs aimed at bettering the lives of our team members, including:
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Highly competitive compensation (including salary, bonuses and equity), including a 401(k) plan with matching contributions;
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A best-in-class benefits package, with comprehensive health insurance for each employee and their immediate family at no cost to the employee, including but not limited to a high coverage, low-deductible PPO medical plan, PPO dental coverage, a generous vision plan, short and long-term disability benefits and life and accidental death and dismemberment coverage;
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Competitive paid time off consisting of initially four weeks each year, which are in addition to company paid holidays;
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A severance plan applicable to all non-executive employees that assists with each employee’s financial security in the event his or her employment is terminated without cause or he or she resigns for good reason;
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A wellness reimbursement benefit for fitness and mindfulness applications, classes and home exercise equipment that encourages our employees to stay mentally and physically fit;
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A physical work environment designed for health and well-being, including sit-stand desks, ergonomic chairs, healthy snack options (including fresh fruits and vegetables), maximized natural light at all workspaces, and weekly voluntary meditation classes;
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Paid time for volunteering at non-profit organizations;
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Assistance and support to employees who are working towards obtaining job-related licenses and relevant certifications as well as professional and technical continuing education; and
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Matching contributions from the company for employee donations to qualifying educational institutions.
Our team of dedicated professionals brings together a collective set of backgrounds, experience and insight that we believe are critical to our continued success. We include selected demographics of our employees in the charts below:
Note: Employee demographics as of December 31, 2023 and based on employee self-identification, other than age.
(1)
We define underrepresented community as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (inclusive of individuals who self-identify as South Asian or Indian), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”
Investing in Our Communities
We believe the most significant impact we and our tenant partners have is the positive economic benefit that we and our tenants bring to our own communities and the communities where our facilities are located. We recognize that our operations, and those of our tenants, have the potential to transform thousands of lives in the communities where our properties are located. Many of these communities have experienced significant hardships, most notably losses in jobs and commerce due to industry disruption and migration to other geographies. However, together with our tenant partners, we have demonstrated the ability to bring back good jobs, economic activity and much needed benefits to the people of these communities, in addition to key tax revenues that drive reinvigoration of local services, schools and healthcare.
We and our tenant partners, as well as our individual employees and board members, also continued to focus on donating time, expertise and financial resources across a wide spectrum of social initiatives throughout 2023, which we highlighted in our Sustainability Report.
Investing in Our Properties
Our properties are mission-critical for our tenant partners, with specialized buildouts designed for precision environmental controls that are an absolute priority for production of high-quality, consistent cannabis products at scale. The nature of our business model and the relationships we have with our tenants means that we are providing the capital resources necessary for them to make a variety of upgrades to the properties. Because cannabis cultivation requires significant amounts of energy, water and various other inputs to optimize yields and desired attributes of the particular product being manufactured, the capital we provide often is used for energy, water and other improvements that allow the tenants to operate their business more efficiently and with lower environmental impacts. As we highlighted through case studies in our Sustainability Report, many of our projects focus on the redevelopment of existing industrial buildings, revitalizing previously vacant or under-utilized buildings, which translates into dramatic reductions of demolition and landfill disposal, driving embodied carbon savings.
We also partner with our tenants in certain situations to significantly improve energy efficiency and environmental performance of our properties, including funding of improvements such as lighting upgrades, installation of building management systems, implementation of storm water management systems, heating, ventilation and air conditioning upgrades, tiered cultivation, advanced irrigation systems, health and safety systems and greenhouse construction.
Corporate Governance Highlights
Effective governance is central to our value proposition for all of our stakeholders, including our stockholders. We operate in a very young, highly regulated and rapidly evolving industry that necessitates strong management, and unwavering commitment to ethics and compliance and the ability to adapt quickly to new market conditions. We continue to maintain the following corporate governance practices to enhance the company’s reputation for integrity and serving our stockholders responsibly:
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Corporate Governance Highlights
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| | ✓ | | | Six directors, including four independent directors, one female director and one Mexican-American director. | | | ✓ | | | Our directors conduct annual self-evaluations and participate in orientation and continuing education programs. | |
| | ✓ | | | All directors subject to annual election. | | | ✓ | | | We annually submit our executive compensation to a “say-on-pay” advisory vote by our stockholders. | |
| | ✓ | | | All Board committee members are independent. | | | ✓ | | | We amended our bylaws to allow stockholders to propose amendments to our bylaws. | |
| | ✓ | | | Our directors, officers, and other employees are subject to a Code of Business Conduct and Ethics. | | | ✓ | | | The restricted stock and restricted stock unit awards for our named executive officers have “double-trigger” acceleration provisions. | |
| | ✓ | | | Our directors, officers, and employees are subject to anti-hedging and anti-pledging policies. | | | ✓ | | | Our Board conducts regular executive sessions of independent directors. | |
| | ✓ | | | Cash and equity incentive compensation is subject to a formal clawback policy. | | | ✓ | | | All directors attended at least 94% of Board and Board committee meetings in 2023, including eight Board meetings. | |
| | ✓ | | | Adopted Vendor Code of Conduct. | | | ✓ | | | Adopted Human Rights Policy. | |
| | ✓ | | | Adopted Diversity, Equality and Inclusion Policy Statement. | | | ✓ | | | Independent vice chairman of the Board. | |
| | ✓ | | | No stockholder rights plan is in effect. | | | ✓ | | | No tax gross-up provisions. | |
Especially in the context of the challenging macroeconomic conditions and headwinds experienced during the past two years by the regulated cannabis industry, I am so proud of what our dedicated team of professionals has been able to accomplish in the continued execution of our business strategy. As we consistently note, we believe the best years of this dynamic industry are yet to come, and we look forward to supporting our tenant partners as the go-to, long-term real estate partner for many years to come. We thank you as always for your tremendous support, and we are steadfast in our commitment as responsible stewards of your investment and to continue to create enduring, long-term value for our stockholders.
Alan Gold
Executive Chairman of the Board
April 3, 2024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE & TIME
8:00 a.m., Pacific Time, on May 15, 2024
PLACE
Innovative Industrial Properties, Inc. 11440 West Bernardo Court, Suite 100 San Diego, CA 92127
ITEMS OF BUSINESS
1.
To elect six directors, each to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2.
To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2024.
3.
To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement.
4.
To transact such other business as may be properly presented at the Annual Meeting or any postponement or adjournment of the meeting.
RECORD DATE
You are entitled to vote at the Annual Meeting if you were a stockholder of record as of the close of business on March 15, 2024.
PROXY MATERIALS
This notice of meeting, the proxy statement, the proxy card, and our 2023 annual report to stockholders, which is not part of the proxy solicitation materials, are available at https://www.cstproxy.com/innovativeindustrialproperties/2024.
PROXY VOTING
We first mailed the Notice of Availability of Proxy Materials to Stockholders on April 3, 2024. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review this proxy statement and our 2023 annual report and how to authorize your proxy online or by telephone. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. We are also sending a paper copy of the proxy materials to any stockholder who has elected to receive its proxy materials by mail. Your proxy is important. Whether or not you plan to attend the Annual Meeting, please authorize your proxy by Internet or telephone, or, if you received a paper copy of the materials by mail, please mark, sign, date and return your proxy card, so that your shares will be represented at the Annual Meeting. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may withdraw your proxy and vote in person at any time before the proxy is voted.
By Order of the Board of Directors,
Alan Gold
Executive Chairman of the Board
April 3, 2024
Executive Chairman of the Board
April 3, 2024
INNOVATIVE INDUSTRIAL PROPERTIES, INC.
Proxy Statement Table of Contents
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i
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 15, 2024
TO BE HELD ON WEDNESDAY, MAY 15, 2024
We are furnishing this proxy statement in connection with the solicitation of proxies by the board of directors (the “Board”) of Innovative Industrial Properties, Inc. (the “Company,” “we,” “our,” and “us”) for use at the annual meeting of the Company’s stockholders (the “Annual Meeting”), to be held at 8:00 a.m., Pacific Time, on Wednesday, May 15, 2024 at 11440 West Bernardo Court, Suite 100, San Diego, CA 92127, as well as in connection with any adjournments or postponements of the meeting. This proxy statement is first being furnished or sent to stockholders on or about April 3, 2024.
Unless contrary instructions are indicated on the proxy, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted:
•
FOR the election of the Board’s nominees for director, or for a substitute in the discretion of the designated proxy holders in the event a nominee is unable to serve or declines to do so;
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FOR the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and
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FOR approval on a non-binding advisory basis of the compensation of our named executive officers.
As to any other business which may properly come before the Annual Meeting and be submitted to a vote of the stockholders, proxies received by the Board will be voted in the discretion of the designated proxy holders. A proxy may be revoked by written notice to the Secretary of the Company at any time prior to the Annual Meeting, by executing a later dated proxy or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy.
Stockholders can vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:
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By Telephone — Beneficial stockholders who received a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and who live in the United States or Canada may submit proxies by telephone by calling the telephone number indicated in the notice and following the instructions. Beneficial stockholders who have received a paper copy of a proxy card or a voting instruction card by mail may submit proxies by telephone by calling the number on the card and following the instructions. Stockholders submitting proxies by telephone will need to have available the control number that appears on their Notice of Internet Availability, proxy card, or a voting instruction card, as applicable.
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By Internet — Beneficial stockholders who received a Notice of Internet Availability may submit proxies over the Internet by following the instructions on the notice. Beneficial stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the Internet by following the instructions on the proxy card or voting instruction card.
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By Mail — Stockholders who received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.
We will bear the cost of the solicitation of proxies. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our officers, directors and other employees. We also will request persons, firms and corporations holding shares in their names, or in the names of their nominees, which are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 15, 2024
This proxy statement and our 2023 annual report to stockholders are available at https://www.cstproxy.com/innovativeindustrialproperties/2024.
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QUESTIONS AND ANSWERS REGARDING THE 2024 ANNUAL MEETING OF STOCKHOLDERS
Who is soliciting proxies from the stockholders?
Our Board is soliciting your proxy. The proxy provides you with the opportunity to vote on the proposals presented at the Annual Meeting, whether or not you attend the meeting.
What will be voted on at the Annual Meeting?
Our stockholders will vote on three proposals at the Annual Meeting:
1. The election of six directors, each to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified;
2. The ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2024; and
3. An advisory vote on the compensation of our named executive officers as disclosed in this proxy statement.
Your proxy will also give the proxy holders discretionary authority to vote the shares represented by the proxy on any matter, other than the above proposals, that is properly presented for action at the Annual Meeting.
How will we solicit proxies, and who bears the cost of proxy solicitation?
Our directors, officers and employees may solicit proxies by telephone, mail, facsimile, via the Internet or by overnight delivery service. These individuals do not receive separate compensation for these services. Finally, in accordance with regulations of the SEC, we will reimburse brokerage firms and other persons representing beneficial owners of our common stock for their reasonable expenses in forwarding solicitation materials to such beneficial owners.
Who can vote at the Annual Meeting?
Our Board has fixed the close of business on March 15, 2024, as the record date for our Annual Meeting. Only stockholders of record on that date are entitled to receive notice of and vote at the Annual Meeting. As of March 15, 2024, our only outstanding class of voting securities was common stock, $0.001 par value per share. On that date, we had 50,000,000 shares of common stock authorized, of which 28,328,647 shares were outstanding.
If you (and not your broker) are the record holder of our stock, you can vote either in person at the Annual Meeting or by proxy, whether or not you attend the Annual Meeting. You may vote your shares on the Internet, via telephone, or, to the extent you request written proxy materials, by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions regarding the three methods of voting by proxy are contained on the Notice and the proxy card.
How many votes must be present to hold the Annual Meeting?
A “quorum” must be present to hold our Annual Meeting. The presence, in person or by proxy, of a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum. Your shares, once represented for any purpose at the Annual Meeting, are deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment, unless a new record date is set for the adjourned meeting. This is true even if you abstain from voting with respect to any matter brought before the Annual Meeting. As of March 15, 2024, we had 28,328,647 shares of common stock outstanding; thus, we anticipate that the quorum for our Annual Meeting will be 14,164,324 shares.
How many votes does a stockholder have per share?
Our stockholders are entitled to one vote for each share held.
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What is the required vote on each proposal?
Directors are elected by a plurality vote; the candidates up for election who receive the highest number of votes cast, up to the number of directors to be elected, are elected. Stockholders do not have the right to cumulate their votes.
The affirmative vote of a majority of the votes cast will be required to ratify the appointment of BDO USA, P.C. to serve as our independent registered public accountants; and to adopt, on a non-binding, advisory basis, a resolution to approve the compensation of our named executive officers.
How will the proxy be voted, and how are votes counted?
If you vote by proxy (either voting on the Internet, by telephone or by properly completing and returning a paper proxy card that you receive upon requesting written proxy materials), the shares represented by your proxy will be voted at the Annual Meeting as you instruct, including any adjournments or postponements of the meeting. If you return a signed proxy card but no voting instructions are given, the proxy holders will exercise their discretionary authority to vote the shares represented by the proxy at the Annual Meeting and any adjournments or postponements as follows:
1. “FOR” the election of director nominees Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, Paul Smithers and David Stecher.
2. “FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2024.
3. “FOR” the approval on a non-binding advisory basis of the compensation of our named executive officers.
If you hold your shares in your broker’s name (sometimes called “street name” or “nominee name”), you must provide voting instructions to your broker. If you do not provide instructions to your broker, your shares will not be voted in any matter on which your broker does not have discretionary authority to vote, which generally includes non-routine matters. A vote that is not cast for this reason is called a “broker non-vote”. Broker non-votes will be treated as shares present for the purpose of determining whether a quorum is present at the meeting, but they will not be considered present for purposes of calculating the vote on a particular matter, nor will they be counted as a vote FOR or AGAINST a matter or as an abstention on the matter. Under the rules of the New York Stock Exchange (“NYSE”), which is the stock exchange on which our common stock is listed, the ratification of our appointment of our independent registered public accounting firm is considered a routine matter for broker voting purposes, but the election of directors and advisory vote on compensation of our named executive officers are not considered routine matters. It is important that you instruct your broker as to how you wish to have your shares voted, even if you wish to vote as recommended by the Board.
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PROPOSAL 1
ELECTION OF DIRECTORS
Our Board has nominated and recommends for election as directors the six individuals named herein to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. All of the nominees are presently directors of the Company and following the Annual Meeting, there will be no vacancies on the Board. Directors are elected by a plurality of all of the votes cast at the Annual Meeting. Cumulative voting is not permitted. Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal. If any of the nominees should be unable to serve or should decline to do so, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute nominated by the Board on the recommendation of the nominating and corporate governance committee. The Board does not believe at this time that any substitute nominees will be required. There are no family relationships between any of our directors or executive officers. Our directors are not automatically re-nominated annually, as we continue to review the composition of the Board in an effort to ensure the Board represents stockholder interests through the exercise of sound judgment using its diversity of experience in various areas. We believe that all of our current Board members have demonstrated business acumen and an ability to exercise sound judgment, as well as possess the professional and personal qualifications and a commitment of service to the Company and the Board.
Recommendation of the Board
Our Board recommends that stockholders vote FOR each of the nominees set forth below.
Information Regarding Nominees
The Board plays a key role in driving sustained performance. Our first priority in nominating directors is ensuring that the Board as a whole has expertise in areas aligned with our unique business activities, namely owning and managing specialized industrial properties that are leased as mission-critical real estate for state-licensed operators for their regulated cannabis facilities. We believe that each of our director nominees brings a focused set of skills in one or more areas aligned with our overall business strategy.
In addition to the challenges that any real estate owner faces, due to our involvement in the regulated cannabis industry, our Board and management team have developed specific experience and skills over the past several years to assist the Company in navigating these issues.
We believe our Board, as a whole, is well positioned to guide the Company toward continued future success. Ultimately, the Board’s combined expertise, together with its close work with management to craft and implement our corporate strategy, has been an important factor in our accomplishments to date. The following chart highlights the specific experience, qualifications, attributes, and skills of our Board based on their education, prior experience and other characteristics. We believe the combination of the skills and
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qualifications shown below demonstrates how our Board is well-positioned to provide strategic advice and effective oversight to our management. More detail is provided in each director nominee’s biography below.
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Alan
Gold |
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Mary
Curran |
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Gary
Kreitzer |
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Scott
Shoemaker |
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Paul
Smithers |
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David
Stecher |
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Strategic Planning and Leadership
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CEO / Executive Management
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REITs and/or Real Estate
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| | | | | X | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | |
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Financial and Capital Markets
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| | | | | X | | | | | | | X | | | | | | | X | | | | | | | | | | | | | | | | | | | | | X | | | |
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Other Public Company Board Experience
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| | | | | X | | | | | | | X | | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | |
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Financial Literacy
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| | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | |
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Audit Committee Financial Expert
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Medicine
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Executive Compensation
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Regulatory / Legal
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Corporate Governance
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| | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | |
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Risk Oversight
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| | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | |
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Human Capital Management
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| | | Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Tenure (Years)(1)
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| | | | | 7 | | | | | | | 4 | | | | | | | 7 | | | | | | | 7 | | | | | | | 7 | | | | | | | 7 | | | |
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Gender Diversity(2)
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| | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Age(1)
|
| | | | | 63 | | | | | | | 67 | | | | | | | 69 | | | | | | | 57 | | | | | | | 67 | | | | | | | 63 | | | |
| | |
Underrepresented Community(3)
|
| | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
Tenure and age as of March 15, 2024.
(2)
Based on each director’s self-identification and includes members who identify as female or non-binary.
(3)
Based on each director’s self-identification. We define underrepresented community as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (inclusive of individuals who self-identify as South Asian or Indian), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”
| |
Name
|
| |
Position
|
| |
Age
|
| |||
| | Alan Gold | | | Executive Chairman | | | | | 63 | | |
| | Gary Kreitzer | | | Vice Chairman | | | | | 69 | | |
| | Mary Curran | | | Director | | | | | 67 | | |
| | Scott Shoemaker | | | Director | | | | | 57 | | |
| | Paul Smithers | | | President, Chief Executive Officer and Director | | | | | 67 | | |
| | David Stecher | | | Director | | | | | 63 | | |
5
6
7
Additional Information Regarding the Board and Corporate Governance
Board Independence
Our Board has determined that each of our current directors, except for Messrs. Gold and Smithers, has no material relationship with our Company (either directly or as a partner, stockholder or officer of an
8
organization that has a relationship with our Company) and is “independent” within the meaning of our director independence standards, which include the NYSE director independence standards, as currently in effect. Furthermore, our Board has determined that each of the members of each of the audit committee, the compensation committee and the nominating and corporate governance committee has no material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company) and is “independent” within the meaning of our director independence standards. While Mr. Kreitzer is credited as a co-founder of the Company, he never served as an employee and has retained independence since the Company’s formation.
Board Meetings
Our Board held eight meetings during fiscal year 2023. Each of the directors attended at least 94% of meetings of our Board and the meetings of committees of our Board on which he or she served.
To ensure free and open discussion among the independent directors of the Board, regularly scheduled executive sessions are held, at which only independent directors are present. The person nominated by the independent directors serves as the presiding director at each such executive session.
Board Leadership Structure and Role in Risk Oversight
Our Board does not have a policy on whether the same person should serve as both the chief executive officer and chairman of the Board or, if the roles are separate, whether the chairman should be selected from the independent directors. Our Board understands that there is no single, generally accepted approach to providing Board leadership and believes that it should have the flexibility to periodically determine the leadership structure that is best for our Company. Consistent with this understanding, our independent directors consider the Board’s leadership structure on an annual basis.
The Board believes that its current leadership structure, with Mr. Gold serving as executive chairman and Mr. Smithers serving as president, chief executive officer and director, is appropriate. Mr. Gold is involved in both our day-to-day operations, including overall oversight of the Company’s management team, mission and culture and the strategic decision making at the Board level. The Board continues to believe that Mr. Gold is currently the director best suited to lead the full Board in his role as Executive Chairman because he is the director most familiar with the Company’s business and industry, and the director most capable of effectively identifying strategic priorities and leading the development, evaluation, and execution of strategy. The Board believes that Mr. Gold’s leadership skills have been critical to the growth and success of the Company. We believe our current leadership structure is the optimal structure for us because it provides our Company with strong, effective and consistent leadership.
In addition, Mr. Kreitzer, one of our independent directors, serves as vice chairman of the Board. In this capacity, Mr. Kreitzer serves as liaison and meets regularly with officers and other directors generally between meetings, presides over all Board meetings where the executive chairman is not present, including in executive sessions of independent directors, and may call meetings of the independent directors and set the agenda for such meetings.
Our Board plays an active role in overseeing the management of our risks. The committees of our Board assist our full Board in risk oversight by addressing specific matters within the purview of each committee. The audit committee focuses on oversight of financial risks and cyber security; the compensation committee focuses primarily on risks relating to executive compensation plans and arrangements; and the nominating and corporate governance committee focuses on reputational and corporate governance risks, including the independence of our Board. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board keeps itself regularly informed regarding such risks, including through committee reports.
Compensation Committee Interlocks and Insider Participation
There were no insider participations or compensation committee interlocks among the members of the compensation committee during fiscal year 2023. At all times during fiscal year 2023, the compensation committee was comprised solely of independent, non-employee directors.
9
Board Composition
The Board reflects a highly-engaged group of directors, with each director devoting the time and effort necessary to be a responsible and productive member of the Board. Pursuant to its charter, in identifying candidates to recommend for election to the Board, the nominating and corporate governance committee considers the following criteria: (1) personal and professional integrity, ethics and values, (2) experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment, (3) experience in our industry and with relevant social policy concerns, (4) diversity of experience, profession and background, both on an individual level and in relation to the Board as a whole, (5) experience as a board member of another publicly held company, (6) academic expertise in an area of our operations and (7) practical and mature business judgment, including ability to make independent analytical inquiries. The nominating and corporate governance committee evaluates and determines the appropriate and desirable mix of characteristics, skills and experience for the Board as a whole, as well as the qualifications and attributes of individual directors and candidates, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. Our directors, qualification criteria and the effectiveness of our nomination policies are reviewed annually by the nominating and corporate governance committee.
Identifying and Evaluating Nominees for Directors
As to new candidates, the nominating and corporate governance committee will generally poll Board members and members of management for their recommendations and may also hire a search firm if deemed appropriate to identify and perform background due diligence on potential candidates, with a focus on creating a pool of qualified director candidates through a robust search process. An initial slate of candidates will be presented to the chair of the nominating and corporate governance committee, who will then make an initial determination as to the qualification and fit of each candidate. Candidates will be interviewed by the executive chairman and independent Board members. The nominating and corporate governance committee will then approve final director candidates and, after review and deliberation of all feedback and data, will make its recommendation to our Board.
The nominating and corporate governance committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder of our Company. Recommendations received from stockholders will be considered and processed and are subject to the same criteria as are candidates nominated by the nominating and corporate governance committee. Nominations must be addressed to the Secretary of Innovative Industrial Properties, Inc., at our principal executive office, 1389 Center Drive, Suite 200, Park City, Utah 84098, and must indicate the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as director, if elected. To be considered for the next annual election of directors, any such written request must comply with the requirements set forth in our bylaws and below under “Stockholder Proposals.”
As previously disclosed, our Board is committed to engaging a diverse field of directors when considering Board composition in the future. With this comes the commitment that as Board seats become available, the nominating and corporate governance committee will continue to actively identify qualified women and individuals from underrepresented groups to include in the pool from which Board nominees are chosen. The nominating and corporate governance committee is confident that with this commitment, individuals with diverse personal characteristics will have significantly better representation and visibility within the pool of Board candidates from which future Board members will be selected and nominated.
The foregoing notwithstanding, if we are legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to articles supplementary designating the rights of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements.
10
Each of the nominees for election as director at the Annual Meeting is recommended by the nominating and corporate governance committee to stand for reelection.
Director Evaluations
The Board is committed to conducting regular evaluations of itself, its committees and individual directors. Each year, directors meet in executive session to conduct these evaluations, utilizing detailed Board, committee and individual director written questions as a basis for such discussions. These questions cover numerous topics at the Board and committee levels, including but not limited to feedback regarding general board practices and areas for improvements; an evaluation of individual director skill sets and contributions, including in the context of the evolving needs of the Company; and the overall effectiveness of the Board and its committees in overseeing and guiding the Company.
Board Succession Planning
The Board is continually evaluating its effectiveness and believes that the current Board members are highly engaged and provide the appropriate diversity and depth of experience to guide the Company. As we completed our initial public offering and consummated the acquisition of our first property in December 2016, each of our Board members’ tenure on the Board is less than eight years, and Ms. Curran’s tenure on the Board is less than five years. While our current Board members are highly dedicated as long-term directors to provide us guidance in a rapidly evolving industry, our nominating and corporate governance committee is committed to ensuring a smooth transition of skills, experience and diversity of perspective as retirements occur.
Compensation of Directors
In 2023, each non-employee director received an annual retainer of $75,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and received an annual retainer of $150,000 in cash) and an annual retainer of $160,000 payable in restricted shares of common stock or restricted stock units (“RSUs”) under the Company’s 2016 Omnibus Incentive Plan (the “Incentive Plan”) (except in the case of Mr. Kreitzer, who received an annual retainer of $200,000 payable in restricted shares of common stock or RSUs under the Incentive Plan), which vest in their entirety one year from the date of grant. The audit committee chair received an additional annual retainer of $10,000 in cash and any other committee chair received an additional annual retainer of $5,000 in cash. All non-employee directors were reimbursed for their costs and expenses in attending our Board meetings. The Company also will grant $160,000 in restricted shares of common stock or RSUs under the Incentive Plan to each non-employee director who is initially elected or appointed to the Board on the date of such initial election or appointment, which vest in their entirety one year from the date of grant. Any member of our Board who is also an employee of our Company did not receive additional compensation for serving as a director.
RSUs are settled in shares of our Company’s common stock. Directors may defer settlement of the RSUs pursuant to the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) and may also defer cash payments under the NQDC Plan.
The table below summarizes the compensation paid by the Company to non-employee directors or earned by the non-employee directors for the fiscal year ended December 31, 2023.
| |
Name(1)
|
| |
Fees Earned or
Paid in Cash(2) |
| |
Stock Awards(3)
|
| |
Total
|
| |||||||||
| | Gary Kreitzer | | | | $ | 155,000 | | | | | $ | 200,014 | | | | | $ | 355,014 | | |
| | Mary Curran | | | | | 75,000 | | | | | | 160,054 | | | | | | 235,054 | | |
| | Scott Shoemaker, M.D. | | | | | 80,000 | | | | | | 160,054 | | | | | | 240,054 | | |
| | David Stecher | | | | | 85,000 | | | | | | 160,054 | | | | | | 245,054 | | |
(1)
Alan Gold, our executive chairman, and Paul Smithers, our president and chief executive officer, are not included in this table because they are employees and thus receive no compensation for their services as directors. The compensation received by Messrs. Gold and Smithers as employees is shown in the Summary Compensation Table below.
11
(2)
Mr. Shoemaker elected to defer cash payments totaling $40,000 pursuant to the NQDC Plan. No director received matching contributions from the Company in 2023 in connection with these deferrals.
(3)
Represents the grant date fair value of restricted stock or RSUs awarded in 2023 based on the closing price of our common stock on the date of such grant, as determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). During 2023, Mr. Shoemaker and Ms. Curran were each granted 2,247 RSUs, and Messrs. Stecher and Kreitzer were granted 2,247 and 2,808 shares of restricted stock, respectively. The forfeiture restrictions for the shares and RSUs granted to Messrs. Kreitzer, Shoemaker and Stecher and Ms. Curran vest in their entirety on June 7, 2024. These shares and RSUs represent the only unvested equity held by our non-employee directors at December 31, 2023. Mr. Shoemaker and Ms. Curran each elected to defer settlement of all of his or her RSUs pursuant to the NQDC Plan. No director received matching contributions from the Company in 2023 in connection with these deferrals.
Policy Governing Stockholder Communications with the Board
Our Board welcomes communications from our stockholders. Any stockholder or other interested party who wishes to communicate with the Board or one or more members of the Board should do so in writing in care of the General Counsel of Innovative Industrial Properties, Inc., at our San Diego office, 11440 West Bernardo Court, Suite 100, San Diego, California 92127. The General Counsel is directed to forward each appropriate communication to the director or directors for whom it is intended.
Policy Governing Director Attendance at Annual Meetings of Stockholders
We encourage, but do not require, our Board members to attend the annual meeting of stockholders. All of our Board members attended our 2023 annual meeting of stockholders.
Code of Business Conduct and Ethics and Corporate Governance Guidelines
We maintain a Code of Business Conduct and Ethics that applies to our officers, employees, agents and directors, and addresses matters such as (i) our policy on political contributions, (ii) disclosures and financial reporting, and (iii) protection and use of our assets. The Board adopted the Code of Business Conduct and Ethics to codify and formalize certain of our long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of ethical behavior. We require all employees to acknowledge the terms of, and abide by, our Code of Business Conduct and Ethics. In addition, our Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. The Code of Business Conduct and Ethics and Corporate Governance Guidelines is available in the “Investors” section of our website (www.innovativeindustrialproperties.com).
Company Culture and Employees
We hire talented employees with diverse backgrounds and perspectives and work to provide an environment with regular open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact with business partners and in the communities in which we operate. We invest in our employees’ development and training, providing access to online learning and professional development opportunities.
Current Committee Membership(1)
| | | | |
Audit Committee
|
| |
Compensation
Committee |
| |
Nominating and Corporate
Governance Committee |
|
| | Gary Kreitzer | | |
X
|
| |
Chair
|
| |
X
|
|
| | Mary Curran | | |
X
|
| | | | |
X
|
|
| | Scott Shoemaker, M.D. | | | | | |
X
|
| |
Chair
|
|
| | David Stecher | | |
Chair
|
| |
X
|
| | | |
| | Number of Meetings in 2023(2) | | |
5
|
| |
4
|
| |
2
|
|
(1)
The Board periodically reviews committee membership and may rotate membership during the year. Accordingly, the membership described in the table may change during 2024.
(2)
Does not reflect conference calls and other informal meetings of the committee members conducted throughout 2023.
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Audit Committee
The audit committee is composed of Messrs. Kreitzer and Stecher and Ms. Curran, each of whom is an independent director for purpose of service on the audit committee and “financially literate” under the rules of the NYSE. Mr. Stecher serves as chair of the audit committee and qualifies as an “audit committee financial expert” as that term is defined by the SEC. The audit committee assists the Board in overseeing:
•
our accounting and financial reporting processes;
•
the integrity and audits of our consolidated financial statements;
•
our compliance with legal and regulatory requirements;
•
the qualifications and independence of our independent registered public accounting firm;
•
the performance of our independent registered public accounting firm and any internal auditors; and
•
the Company’s cybersecurity and data privacy initiatives.
The audit committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, reviewing the appointment of the internal auditor, approving professional services provided by the independent registered public accounting firm and the related audit and non-audit fees.
Compensation Committee
The compensation committee is composed of Messrs. Kreitzer, Shoemaker and Stecher, each of whom is an independent director under the rules of the NYSE. Mr. Kreitzer serves as chair of the compensation committee, which is responsible for:
•
evaluating the performance of and compensation of our chief executive officer;
•
reviewing and approving the compensation and benefits of our executive officers and members of our Board; and
•
administering our Incentive Plan, as well as any other compensation, stock option, stock purchase, incentive or other benefit plans.
The compensation committee is primarily responsible for establishing and implementing our compensation program and policies. To fulfill its responsibilities, the compensation committee may engage, oversee and provide appropriate funding for advisors and consultants to advise the committee on executive compensation matters.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee is composed of Messrs. Kreitzer and Shoemaker and Ms. Curran, each of whom is an independent director under the rules of the NYSE. Mr. Shoemaker serves as chair of the nominating and corporate governance committee, which is responsible for:
•
seeking, considering and recommending to the full Board qualified candidates for election as directors and recommending a slate of nominees for election as directors at the annual meeting of stockholders;
•
periodically preparing and submitting to the Board for adoption the committee’s selection criteria for director nominees;
•
reviewing and making recommendations on matters involving general operation of the Board and our corporate governance;
•
recommending to the Board nominees for each committee of the Board;
•
annually facilitating the assessment of the Board’s performance as a whole and of the individual directors and reports thereon to the Board; and
13
•
overseeing the Company’s environmental, social and governance initiatives.
The nominating and corporate governance committee operates under a written charter adopted by the nominating and corporate governance committee and approved by the Board. The charter is available in the “Investors” section of our website (www.innovativeindustrialproperties.com).
14
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of our Board has appointed BDO USA, P.C. to serve as our independent registered public accounting firm for the year ending December 31, 2024, and our Board has directed that management submit the appointment of the independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. BDO USA, P.C. has audited our financial statements since our inception in 2016. Representatives of BDO USA, P.C. are expected to be present at the Annual Meeting. Such representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Audit and Non-Audit Fees. The aggregate fees billed to us by BDO USA, P.C., our independent registered public accounting firm, for the indicated services for the years ended December 31, 2023 and 2022 were as follows (dollars in thousands):
| | | | |
2023
|
| |
2022
|
|
| | Audit Fees(1) | | |
$729
|
| |
$921
|
|
| | Audit Related Fees | | |
—
|
| |
—
|
|
| | Tax Fees | | |
—
|
| |
109
|
|
| | All Other Fees | | |
—
|
| |
—
|
|
| | Total | | |
$729
|
| |
$1,030
|
|
(1)
Audit fees consist of fees for professional services performed by BDO USA, P.C. for the audits of our annual financial statements, reviews of our interim financial statements, services that are normally provided in connection with statutory and regulatory filings or engagements and professional services rendered for the audit of the effectiveness of internal control over financial reporting. For the year ended December 31, 2023, audit fees also include fees for professional services performed by BDO USA, P.C. in connection with issuances of comfort letters of approximately $102,000. For the year ended December 31, 2022, audit fees also include fees for professional services performed by BDO USA, P.C. in connection with our public offerings of shares of common stock and issuances of comfort letters of approximately $158,000.
Our audit committee has established a policy that requires all audit and permissible non-audit services provided by our independent registered public accounting firm be pre-approved by the audit committee or a designated audit committee member. These services may include audit services, audit related services, tax services and other services. Our audit committee pre-approved our engagement with BDO USA, P.C. to provide tax services for our fiscal year ended December 31, 2022. Our audit committee considers whether the provision of non-audit services is compatible with maintaining the accountants’ independence and determined that it is consistent with such independence.
Stockholder ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board is submitting the appointment of BDO USA, P.C. to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain that firm and may decide to retain the firm, even in the absence of stockholder ratification. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company.
The affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting is required for the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm. Abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal.
Recommendation of the Board
Our Board recommends that stockholders vote FOR the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
15
Audit Committee Report
The audit committee of the Board oversees the Company’s financial accounting and reporting processes and the integrated audit of the consolidated financial statements of the Company. All committee members satisfy the definition of independent director set forth in the listing standards of the New York Stock Exchange. The Board has adopted a written charter for the audit committee, a copy of which is available in the “Investors” section of our website (www.innovativeindustrialproperties.com).
In fulfilling its oversight responsibilities, the committee reviewed and discussed with management the audited consolidated financial statements in the annual report on Form 10-K, including a discussion of the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.
The Company’s independent registered public accounting firm, BDO USA, P.C., is responsible for expressing an opinion on the conformity of the Company’s consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. BDO USA, P.C. met with the committee and expressed its judgment as to the quality, not just the acceptability, of the Company’s accounting principles and discussed with and provided the committee written communication regarding other matters as required under the standards of the Public Company Accounting Oversight Board (United States), including those matters required under Auditing Standard No. 1301 (Communications with Audit Committees). In addition, BDO USA, P.C. discussed the auditors’ independence from the Company and the Company’s management and delivered to the audit committee the written disclosures and the letter satisfying the applicable requirements of the Public Company Accounting Oversight Board regarding the auditors’ communications with the audit committee concerning independence.
The committee discussed with BDO USA, P.C. the overall scope and plan of its integrated audit. The committee meets with BDO USA, P.C., with and without management present, to discuss the results of its integrated audit and reviews, its evaluations of internal controls, and the overall quality of financial reporting. The audit committee performed and discussed evaluations of BDO USA, P.C., the Company’s internal auditor and the Company’s chief financial officer.
In reliance on the reviews and discussions referred to above, the committee has recommended that the audited consolidated financial statements be included in the annual report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.
This report of the audit committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the audit committee.
David Stecher, Chair
Mary Curran
Gary Kreitzer
Mary Curran
Gary Kreitzer
Date of report: February 22, 2024
16
PROPOSAL 3
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as a matter of good corporate governance, we are asking our stockholders to vote on a non-binding, advisory basis to approve the compensation paid to our named executive officers, as described in the Compensation Discussion and Analysis and the executive compensation tables narrative that follow. Our Board has determined that we will hold future advisory votes on executive compensation on an annual basis until the next required non-binding advisory vote on the frequency of such votes on executive compensation.
In an effort to align the interests of management with those of our stockholders, our compensation program focuses on pay-for-performance principles that focus on the achievement of both short-term and long-term financial and operational metrics. Our compensation mix rewards the continued performance of the Company, encourages a disciplined approach to management, and maintains focus on the creation of long-term value for our stockholders. We believe this structure is competitive and allows us to attract, motivate, and retain highly qualified executive officers.
The extensive experience and commitment of our named executive officers (four out of the five named executive officers have been with the Company since our first year of operations; Mr. Smith joined the Company in 2023, and also brings decades of experience with public and private REITs, including companies focused on real estate for the regulated cannabis industry) provide the Company with unique skillsets in the business of acquiring, leasing and managing highly specialized, mission-critical real estate for regulated cannabis operations. This team combines decades of proven institutional REIT management with an in depth understanding of the regulatory and operational nuances of the regulated cannabis industry, which we believe have been critical to our past achievements and remain critical to the continued execution of our Company’s long-term strategy.
In connection with reviewing our compensation program and the 2023 compensation paid to our named executive officers, it is important to consider the Company’s financial results achieved during 2023 in the backdrop of a continued challenging macroeconomic environment, especially as it pertained to the regulated cannabis industry. From the Company’s initial public offering through December 31, 2023, our Company achieved a total stockholder return of 586%, significantly outperforming the MSCI US REIT Index’s and S&P 500’s total stockholder returns during the same time period of 50% and 146%, respectively. These performance results are discussed in detail in the “Executive Compensation” section of this proxy statement.
The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve this proposal. An abstention or broker non-vote will have no effect on the outcome of the vote for this proposal.
Recommendation of the Board
Our Board recommends that stockholders vote for the approval on a non-binding, advisory basis, of the compensation of our named executive officers.
17
EXECUTIVE OFFICERS
Our executive officers as of March 15, 2024 are as follows:
| |
Name
|
| |
Position
|
|
| | Alan Gold | | | Executive Chairman | |
| | Paul Smithers | | | President and Chief Executive Officer | |
| | David Smith | | | Chief Financial Officer and Treasurer | |
| | Brian Wolfe | | | Vice President, General Counsel and Secretary | |
Biographical information for Messrs. Smith and Wolfe is set forth below. Mr. Smith was appointed chief financial officer and treasurer in March 2023, concurrent with Ms. Hastings’ appointment as chief operating officer. As a result, biographical information for Ms. Hastings is omitted. Biographical information with respect to Messrs. Gold and Smithers is set forth above under “Election of Directors — Information Regarding Nominees.”
18
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive compensation program, including determinations regarding the compensation of our named executive officers for 2023. The following table identifies our named executive officers and their positions in 2023:
| |
Name
|
| |
Position
|
|
| | Alan Gold | | | Executive Chairman | |
| | Paul Smithers | | | President and Chief Executive Officer | |
| | Catherine Hastings | | | Chief Operating Officer, Former Chief Financial Officer and Treasurer | |
| | David Smith | | | Chief Financial Officer and Treasurer | |
| | Brian Wolfe | | | Vice President, General Counsel and Secretary | |
Mr. Smith was appointed chief financial officer and treasurer in March 2023, concurrent with Ms. Hastings’ appointment as chief operating officer.
2023 Business Performance Overview
2023 was another year of delivery of strong financial and operational performance by the Company, especially in light of the challenging macroeconomic environment and headwinds faced by the regulated cannabis industry specifically, which we describe in further detail below. Highlights for 2023 include the following:
•
Revenue Growth: Although our pace of investment activity slowed significantly in 2023, existing property portfolio performance drove 12% year-over-year growth in total revenues to $309.5 million in 2023. Our growth in total revenues over the past seven years is depicted on the chart below (in millions):
(1)
“CAGR” represents compound annualized growth rate for the relevant metric.
•
Bottom-Line Performance:
•
We generated total net income attributable to common stockholders of $164.2 million and adjusted funds from operations (“AFFO”) of $256.5 million in 2023, representing growth rates of 7% and 10%, respectively, over the prior year.
•
We generated total net income attributable to common stockholders per diluted share of $5.77 and AFFO per diluted share of $9.08 in 2023, representing growth rates of 5% and 7%, respectively, over the prior year.
19
•
Our growth in AFFO over the past seven years is depicted in the charts below (in millions):
(1)
“CAGR” represents compound annualized growth rate for the relevant metric.
(2)
AFFO is a supplemental non-GAAP financial measure used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to AFFO is included in Appendix A of this proxy statement.
•
AFFO Per Diluted Share and Dividends: During 2023, we declared dividends to our common stockholders totaling $7.22 per share, having increased our common stock dividends declared each year since our inception in 2016. Our growth in AFFO per diluted share and common stock dividends declared over the past seven years is depicted on the chart below:
(1)
“CAGR” represents compound annualized growth rate for the relevant metric.
(2)
Includes common stock dividends declared during the applicable year.
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•
Balance Sheet Highlights: we achieved these financial results while continuing to focus on maintaining what we believe is a flexible, conservative balance sheet, as highlighted below:
(1)
As of December 31, 2023, unless otherwise noted.
(2)
Calculated in accordance with the indenture governing the Company’s 5.50% Unsecured Senior Notes due 2026.
(3)
In February 2024, the remaining $4.4 million principal amount of the Company’s 3.75% Exchangeable Senior Notes due 2024 was exchanged or paid off in full.
(4)
Consisting of cash and cash equivalents and short-term investments (each as reported on our consolidated balance sheet as of December 31, 2023) and availability under our revolving credit facility as of December 31, 2023.
2023 Compensation Elements
We believe that the compensation of our executive officers aligns their interests with those of the stockholders in a way that encourages prudent decision-making, links compensation to our overall performance, provides a competitive level of total compensation necessary to attract and retain talented and experienced executive officers and motivates the executive officers to contribute to our success. In addition to base salary and cash incentive awards, all of our executive officers are eligible to receive equity-based compensation under the Incentive Plan.
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Compensation Component
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Description and Objectives
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Calendar Year 2023
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Base Salary
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Fixed compensation necessary to attract and retain executive talent, set based on individual’s role with the organization, experience, performance, and potential, including unique skill sets applicable to cannabis industry focus.
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Based on the compensation committee’s assessment of the aforementioned factors, base salaries were increased by 10% for continuing executives (Mr. Smith’s salary was set upon his appointment to the chief financial officer and treasurer role in March 2023).
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Compensation Component
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Description and Objectives
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Calendar Year 2023
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| | | Annual Cash Bonus Opportunity | | | | Annual cash incentive awards that reward corporate and individual performance. | | | |
Based on the compensation committee’s assessment of performance versus the 2023 corporate goals established by the compensation committee at the beginning of 2023, as well as individual performance, the compensation committee awarded cash bonuses as shown in the Bonus column of the Summary Compensation Table for 2023.
To further enhance the pay-for-performance alignment of the Company’s incentive compensation programs, the compensation committee established a new annual cash bonus plan for 2024 that includes more formulaic financial and strategic objectives (see “Overview of Executive Compensation Program Changes for 2024 and Future Considerations” below).
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| | | Long-Term Equity Incentive Compensation | | | | Equity awards that align the interests of executives with those of stockholders and promote the retention of key talent through multi-year vesting. | | | |
In 2023, the compensation committee granted restricted stock or RSUs that vest in three equal annual installments, subject to the executive’s continued employment on each vesting date.
In 2021 and 2022, the compensation committee also awarded performance share units (“PSUs”) that vest solely contingent upon the Company’s three-year total stockholder return (“TSR”) versus a comparator group of real estate companies and the FTSE NAREIT All Equity REIT Index.
While the compensation committee did not grant PSUs in 2023, which contributed to a significant decrease in executive officers’ total compensation in 2023, the compensation committee is continuing to explore ways to make our long-term incentive program more performance-based in the future (see “Overview of Executive Compensation Program Changes for 2024 and Future Considerations” below).
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The charts below illustrate the mix between compensation elements provided to our named executive officers in 2023:
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80% of our chief executive officer’s and, on average, 80% of our other named executive officers’ total target direct compensation was variable (or “at-risk”). “At-risk” pay is determined based on the achievement of corporate and individual performance objectives or stock price performance, comprising time-vesting equity awards vesting over three-year periods and bonuses.
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50% of our chief executive officer’s and, on average, 49% of our other named executive officers’ total target direct compensation (restricted stock/RSUs), on average, was tied directly to stock price performance.
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The amounts shown above reflect total direct compensation for 2023, calculated as the sum of 2023 annual base salaries, actual annual bonuses for the 2023 performance year, and the fair-values of the long-term equity incentive awards granted in January 2023 (and in March 2023 with respect to Mr. Smith). The actual value realized from the long-term equity incentive awards, however, will depend directly on the performance of the Company’s share price over the service period during which the long-term equity incentive awards vest.
Previous Years’ Say-on-Pay Votes
We provide our stockholders with an annual advisory “say-on-pay” vote on the compensation of named executive officers. We conducted our first advisory say-on-pay vote in 2020. In each of the past four years, our stockholders expressed substantial support for the compensation of our named executive officers, where we received (on average) more than 93% of votes cast “FOR” our executive compensation program. We believe this support of our compensation program, as described below, reflects a strong alignment with the Company’s performance and long-term value creation for our stockholders. Accordingly, we did not make any significant changes to our compensation program in response to these votes in 2023. However, in an effort to further improve pay-for-performance alignment, we established a new annual cash bonus plan for 2024 and continue to explore ways to make our long-term incentive program more performance-based, each as described under the heading “Overview of Executive Compensation Program Changes for 2024 and Future Considerations.”
Compensation Process
Roles of the Compensation Committee, Consultants and Management
The Board established the compensation committee to carry out the Board’s responsibilities to administer our compensation programs. The compensation committee has the final decision-making authority for the compensation of our executive officers. The compensation committee operates under a
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written charter adopted by the compensation committee and approved by the Board. The charter is available in the “Investors” section of our website (www.innovativeindustrialproperties.com). Information that is presented or hyperlinked on our website is not incorporated by reference into this proxy statement.
Our compensation committee has independent authority to engage outside consultants and obtain input from external advisers as well as our management team or other employees.
The compensation committee may retain any independent counsel, compensation consultant or other experts or advisors that it believes to be desirable and appropriate. The compensation committee may also use the services of the Company’s regular legal counsel or other advisors to the Company. The compensation committee undertakes an independent assessment prior to retaining or otherwise selecting any independent counsel, compensation consultant, search firm, expert or other advisor that will provide advice to it, taking such factors into account and as otherwise may be required by the NYSE from time to time. On at least an annual basis, the compensation committee evaluates whether any work by any compensation consultant it has engaged raised any conflict of interest.
The compensation committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) in January 2021 for the development of a PSU program that was introduced in January 2021, in January 2023 for a review of target executive compensation for certain of our Company’s officers, including our named executive officers, and in January 2024 for the structuring of the Company’s new annual cash bonus program beginning in 2024, as described under the heading “Overview of Executive Compensation Program Changes for 2024 and Future Considerations”. In connection with the engagement of FW Cook to provide advice on these executive compensation program matters, the compensation committee evaluated the independence of FW Cook in light of the rules regarding compensation committee advisor independence mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The compensation committee reviewed factors, facts and circumstances regarding compensation consultant independence, including a letter from FW Cook addressing FW Cook’s and their consulting team’s independent status with respect to the following factors: (1) other services provided to us by FW Cook; (2) fees we pay to FW Cook as a percentage of their total revenues; (3) FW Cook’s policies and procedures that are designed to prevent conflicts of interest; (4) any business or personal relationship between FW Cook or members of their consulting team that serves the compensation committee and a member of the compensation committee; (5) any shares of our stock owned by FW Cook or members of their consulting team that serves the compensation committee; and (6) any business or personal relationships between our executive officers and FW Cook or members of their consulting team that serves the compensation committee. After discussing these factors, facts and circumstances, the compensation committee affirmed the independent status of FW Cook and concluded that there are no conflicts of interest with respect to FW Cook.
Our executive chairman and chief executive officer typically attend compensation committee meetings, except for executive sessions (unless specifically requested by the compensation committee to be present). Each of our executive chairman and chief executive officer may provide recommendations with respect to compensation for the executive officers. The compensation committee considers these recommendations, but may approve, reject or adjust them as it deems appropriate.
Regulated Cannabis Industry Considerations
The experience and commitment of our named executive officers (four out of the five named executive officers have been with the Company since our first year of operations; Mr. Smith joined the Company in 2023, and brings decades of experience with public and private REITs, including companies focused on real estate for the regulated cannabis industry) provide the Company with unique skillsets in the business of acquiring, owning, leasing and managing highly specialized, mission-critical real estate for regulated cannabis operations. This team combines decades of proven institutional REIT management with an in depth understanding of the regulatory and operational nuances of the regulated cannabis industry, which we believe have been critical to our past achievements and remain critical to the continued execution on our Company’s long-term strategy.
The regulated cannabis industry is subject to risks and uncertainties that are highly unique in comparison to traditional industries, which also impact our Company and our management team. In particular, notwithstanding the proliferation of state-level medical-use and adult-use cannabis programs across the
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United States, cannabis remains a Schedule I controlled substance under the Controlled Substances Act of 1970, meaning that the manufacture, distribution and dispensing of cannabis remains illegal under U.S. federal law. This regulatory uncertainty at the federal level has represented and continues to represent a significant risk to the Company and each member of the management team individually, which are generally not risks faced by management teams at other publicly-traded REITs. These risks include, but are not limited to, the potential for strict enforcement of existing federal law (which could encompass actions including, without limitation, asset forfeitures and criminal prosecution), onerous federal taxation on cannabis-related operations, very limited access to federal courts generally and for bankruptcy situations specifically, and the significant uncertainty regarding how the future federal regulatory landscape will evolve. In addition, this regulatory uncertainty has created operational challenges from time to time, many of which continue to exist, including limited access to banking services and financing options for us and our tenants, and limited access to service providers across a number of disciplines that are important for our Company’s and our tenants’ businesses.
Furthermore, the development of the regulated cannabis industry has not been at all uniform on a state-by-state basis, as programs vary significantly in their rules and licensing structures, in addition to the overlay of local jurisdictions’ own rules and requirements. This has resulted in a myriad of different programs with different results across states, requiring in-depth analyses of the development of these markets and new programs as they come online. We rely significantly on the regulatory and operational experience and long-term commitment of our executive team to continue to evaluate these markets and make well-informed investment decisions, in a highly fragmented, high growth and rapidly evolving industry.
For a more detailed discussion of these risks and other unique risks and considerations faced by our Company and management team with our focus on the regulated cannabis industry, see Item 1, Business, and Item 1A., Risk Factors, in our annual report on Form 10-K for year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
For these reasons, among others, the compensation committee determined that formal benchmarking to a comparative “peer group” provides limited value. Although publicly-traded REITs of similar size to our Company exist, their businesses are fundamentally different, such that they are not direct competitors for executive talent. Our Company is the only publicly-traded equity REIT focused on the regulated cannabis industry and traded on a primary exchange in the United States, serving a highly unique industry subject to ongoing federal regulatory uncertainties and a rapidly evolving business environment. Notwithstanding the foregoing, our compensation committee intends to continue to evaluate the usefulness and potential adoption of a peer group in the future, as a part of its periodic evaluation of our executive compensation program overall.
Compensation Components in Detail
Our compensation program consists of three elements:
Base Salary
Adjustments to base salary for our named executive officers are determined by the compensation committee in its discretion and are based upon a review of a variety of factors, including the following:
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individual and Company performance, measured against quantitative and qualitative goals, such as growth, financial performance and other matters;
•
duties and responsibilities as well as the named executive officer’s experience, including with respect to specific experience and skills applicable to the regulated cannabis industry operations and regulations; and
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the types and amount of each element of compensation to be paid to the named executive officer.
In 2023, the compensation committee approved the changes to our named executive officers’ base salaries indicated below, effective as of January 1, 2023, based on the compensation committee’s assessment of the
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Company’s financial and operational performance and its evaluation of each named executive officer’s individual performance:
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Executive
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2022 Annual
Base Salary |
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2023 Annual
Base Salary |
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Percentage Change
from 2022 to 2023 |
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| | Alan Gold | | | | $ | 1,126,000 | | | | | $ | 1,238,600 | | | | | | 10.0% | | |
| | Paul Smithers | | | | | 924,000 | | | | | | 1,016,400 | | | | | | 10.0% | | |
| | Catherine Hastings | | | | | 400,000 | | | | | | 440,000 | | | | | | 10.0% | | |
| | David Smith | | | | | N/A | | | | | | 400,000 | | | | | | N/A | | |
| | Brian Wolfe | | | | | 350,000 | | | | | | 385,000 | | | | | | 10.0% | | |
The increases in annual base salaries from 2022 and 2023 for all executive officers (other than Mr. Smith, who was appointed as the Company’s chief financial officer and treasurer in March 2023, with his base salary set upon his appointment) related in part to adjustments for higher experienced inflation in the U.S. economy during this time period. In addition, the increases in annual base salaries for Messrs. Gold and Smithers from 2022 to 2023 related to individual performance in leading the Company to outperformance versus its established goals and the growth of the overall Company operations, and providing key strategic guidance in the context of a continued challenging macroeconomic environment for the cannabis industry. The increase in annual base salary for Ms. Hastings from 2022 to 2023 related to her individual performance in guiding the Company’s finance and accounting functions in executing on the business, including the execution on equity capital raises totaling over $350 million in net proceeds during 2022. The increase in the annual base salary for Mr. Wolfe from 2022 to 2023 related to his individual performance in overseeing the Company’s legal function, including managing legal execution of capital raising, investment and disposition efforts and litigation matters during 2022.
Annual Cash Bonus Awards
Our annual executive bonus program is intended to reward our executive officers for individual achievement in supporting the fulfillment of corporate objectives. Our goal is to have a significant portion of the executive officers’ compensation consist of bonuses awarded based on the financial and operational performance of the Company.
The compensation committee, with input from our executive chairman and our chief executive officer, uses its discretion in determining actual bonus amounts, based on its review of the performance of the Company and careful evaluation of each executive officer’s performance.
In determining earned bonus amounts, the compensation committee evaluated the Company’s overall performance in 2023 based on the following metrics, which were established by the compensation committee at the beginning of 2023:
1)
Achieve Liquidity Goals
Our total liquidity was approximately $177.2 million at December 31, 2023, consisting of cash and cash equivalents and short-term investments (each as reported in our consolidated balance sheet as of December 31, 2023) and availability under a revolving credit facility we entered into in October 2023.
2)
Achieve Rent Collection Targets
We achieved rent collection (calculated as base rent and property management fees collected from the Company’s operating portfolio as a percentage of contractually due base rent and property management fees, including the application of security deposits for the payment of rent) of 98.4% for the year ended December 31, 2023.
3)
Maintain Common Stock Dividends
For 2023, we declared quarterly dividends for our common stockholders totaling $7.22 per share, representing an increase from common stock dividends declared during 2022 and a track record of increasing dividends to our common stockholders each year since our inception.
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These metrics were established by the compensation committee in the beginning of 2023, in light of the strategic objectives for the Company in the 2023 calendar year and the overall macroeconomic environment for the Company and the regulated cannabis industry generally at the time of setting these metrics. In particular, and as described in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), there were several factors impacting the Company and its business at that time, a number of which were and continue to be specific to the regulated cannabis industry, as summarized in the following table:
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Factor
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Details
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| | Market Dynamics in Regulated Cannabis State Programs | | | | | |
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Lack of effective enforcement for illicit market for cannabis in certain states, resulting in difficult competitive market conditions for regulated operators.
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Challenging regulation and severe taxation for regulated cannabis operators (at the local and state levels, and in particular at the federal level with the imposition of taxation pursuant to Section 280E of the Internal Revenue Code).
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Significant declines in unit pricing for regulated cannabis products, which compressed operating margins for operators and challenged the financial sustainability of operations for these companies.
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| | Inflation and Supply Chain Constraints | | | | | |
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Inflationary impact on labor and production inputs for regulated cannabis operators, providing further negative pressure on operating margins.
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Increasing costs of construction for development and redevelopment projects in the Company’s portfolio, in addition to supply chain disruptions and delays for certain key components for these projects, resulting in cost overruns and delays.
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| | Reduced Capital Availability for Operators and the Company | | | | | |
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Operators: Significant decline in capital availability and mergers and acquisitions activity for regulated cannabis operators. According to Viridian Partners and as disclosed in the Company’s 2022 Annual Report:
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Total equity and debt capital raising for public and private cannabis companies in North America decreased by 68% in 2022 versus 2021.
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Total capital raised for the U.S. regulated cannabis cultivation and retail sector was down over 70% in 2022 versus 2021, with equity capital raised in the sector down over 96% year-over-year and no equity deal in 2022 raising more than $25 million.
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Cannabis stock prices (as measured by the MSOS ETF) declined more than 85% since their February 2021 peak, and were trading at multi-year lows.
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Mergers and acquisitions activity in the North American regulated cannabis industry declined significantly in 2022, with aggregate transaction volume in dollar terms down 73% on 29% fewer transactions versus 2021.
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U.S. REIT Capital Availability: According to the National Association of Real Estate Investment Trusts (NAREIT), U.S. REITs raised $41.5 billion in debt and equity financing during 2022, compared to $133.6 billion in 2021, representing the lowest level since the severe recessionary period of 2009.
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The compensation committee considered these factors, among others, in establishing the goals for 2023, which focused on liquidity, portfolio performance (in the form of rent collection) and maintaining dividend levels to stockholders, in light of the very challenging conditions at that time, and the Company’s strategic decision to significantly slow the pace of its acquisition and investment activity in light of these overall developments.
The specific amounts of the bonuses awarded to our named executive officers for the 2023 fiscal year are reflected in the Summary Compensation Table. Bonuses were approved by the compensation committee and paid in January 2024.
Equity Awards
Overview
We have adopted the Incentive Plan, under which awards may be made in the form of RSUs, restricted stock, PSUs or cash. The purposes of the Incentive Plan are to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term Company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the Incentive Plan.
The Incentive Plan is administered by our compensation committee, which interprets the Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the amount of cash or number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards.
Unless the Incentive Plan is earlier terminated by our Board, the Incentive Plan will automatically terminate on the date which is ten years following the effective date of the Incentive Plan. Awards granted before the termination of the Incentive Plan may extend beyond that date in accordance with their terms.
Restricted Stock and RSUs
In 2023, we used restricted stock and RSU grants as the primary means of delivering long-term compensation to our executive officers. Shares of restricted stock and RSUs are forfeitable until the lapse of the applicable restrictions. We believe that restricted stock and RSU grants with multi-year vesting periods align the interests of executive officers and stockholders and provide strong incentives to our executive officers to achieve long-term growth in our business, grow the value of our common stock and maintain or increase our dividends. The executive officers personally benefit from these efforts through their restricted stock awards and RSUs, which receive dividends (or dividend equivalents with respect to RSUs) at the same rate as common stock and increase in value as the value of our common stock increases.
Our compensation committee determines the restrictions for each award granted pursuant to the Incentive Plan. Vesting of restricted stock or RSUs will generally be subject to annual vesting periods of three years and will be conditioned upon the participant’s continued employment, among other restrictions that may apply.
In January 2023, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were granted the following shares of restricted stock or RSUs and in March 2023 (on the date of Mr. Smith’s appointment as chief financial officer and treasurer) Mr. Smith was granted the following RSUs:
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Executive
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2023
Restricted Stock(1) |
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2023
RSUs(1) |
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| | Alan Gold | | | | | — | | | | | | 31,566 | | |
| | Paul Smithers | | | | | 22,548 | | | | | | — | | |
| | Catherine Hastings | | | | | — | | | | | | 9,021 | | |
| | David Smith | | | | | — | | | | | | 13,080 | | |
| | Brian Wolfe | | | | | — | | | | | | 8,118 | | |
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(1)
These shares and RSUs are released from forfeiture restrictions ratably on January 1, 2024, January 1, 2025 and January 1, 2026 for each of named executive officers, provided that he or she continues to be an employee of the Company or a non-employee member of the Board on each such date. Messrs. Gold, Smith and Wolfe and Ms. Hastings elected to defer settlement of the RSUs pursuant to the Company’s NQDC Plan.
The committee determined the number of shares of restricted stock and/or RSUs to grant to each of our named executive officers in 2023 based on each named executive officer’s contributions to date and expected role in executing on the Company’s strategy over the next three years.
Performance Shares Units Granted in 2021 and 2022
In January 2021, our compensation committee granted PSUs (the “2021 PSUs”) to our named executive officers, pursuant to which each PSU represented the right to receive one share of our common stock if the applicable performance goals were achieved. The number of 2021 PSUs earned was based on the Company’s TSR over a period commencing January 11, 2021 and ending on December 31, 2023. At the end of this performance period, the 2021 PSUs would vest and be settled in shares of common stock at a rate depending on the Company’s TSR over this performance period as compared to two different comparator groups: (1) 25 real estate companies; and (2) the companies in the FTSE NAREIT All Equity REIT Index. The grant date fair values of the 2021 PSUs granted to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $5,400,080, $3,600,053, $1,200,131 and $1,440,157, respectively, and were reported as compensation for the named executive officers in the Company’s Summary Compensation Table for 2021. At December 31, 2023, the performance thresholds for the vesting of the 2021 PSUs were not met for any of the applicable awards, and the 2021 PSUs were forfeited in their entirety pursuant to the terms of the agreements.
In January 2022, our compensation committee again granted PSUs (the “2022 PSUs”) to our named executive officers, pursuant to which each PSU represented the right to receive one share of our common stock if the applicable performance goals were achieved. The number of 2022 PSUs earned is based on the Company’s TSR over a period commencing January 11, 2022 and ending on December 31, 2024. At the end of this performance period, the 2022 PSUs will vest and be settled in shares of common stock at a rate depending on the Company’s TSR over this performance period as compared to two different comparator groups: (1) 26 real estate companies; and (2) the companies in the FTSE NAREIT All Equity REIT Index. The grant date fair values of the 2022 PSUs granted to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $9,000,194, $6,000,129, $2,000,043 and $2,400,091, respectively. As measured as of December 31, 2023, the performance thresholds for the vesting of the 2022 PSUs were also not met for any of the applicable awards.
Overview of Executive Compensation Program Changes for 2024 and Future Considerations
Commencing in 2024, the compensation committee established a new annual cash bonus plan that more formulaically focuses bonus opportunities and payouts on the achievement of specific, pre-established financial and strategic performance objectives.
In addition, the compensation committee continues to evaluate the long-term incentive program, and in 2025, expects to re-introduce a program under which a substantial portion of the long-term incentive awards granted are in the form of performance share units, the number of which, if any, will be earned based on pre-established performance objectives measured over a multi-year, specified performance period.
The Company believes that the foregoing changes to its executive compensation program will further enhance the nexus between corporate and individual performance and executive compensation levels by providing a stronger formulaic link between executive compensation and the achievement of specific, objectively measurable goals.
Other Compensation Policies
Other Benefits
We provide benefits such as a 401(k) plan, medical, dental and life insurance and disability coverage for all of our employees, including our executive officers. We also provide personal paid time off and other paid
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holidays to all employees, including the executive officers, which are similar to those provided at comparable companies. We believe that our employee benefit plans are an appropriate element of compensation and are necessary to attract and retain employees.
In 2020, we adopted the NQDC Plan, which permits our key employees, including our named executive officers, to choose to defer up to specified maximum amounts of compensation by contributing those amounts to the NQDC Plan. The NQDC Plan is described below under the heading “Nonqualified Deferred Compensation for 2023.”
Clawback Policy
Our Board has adopted a formal clawback policy in compliance with the amended clawback listing standards of the New York Stock Exchange to implement the U.S. Securities and Exchange Commission’s previously adopted recoupment rules in accordance with Section 954 of the Dodd-Frank Act. Pursuant to the clawback policy, certain incentive-based compensation received by our executive officers on the basis of financial results that are later restated may be subject to recovery. Our clawback policy is included as an exhibit to our annual report on Form 10-K for year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
Anti-Hedging and Anti-Pledging Policies
To ensure proper alignment with our stockholders, we have established policies that prohibit our directors, officers, other employees, and their family members from engaging in any transaction that might allow them to realize gains from declines in our securities. Specifically, we prohibit our directors, officers, employees, and their family members from engaging in transactions using derivative securities, short selling our securities, trading in any puts, calls or covered calls, writing purchase or call options and short sales, or otherwise participating in hedging, “stop loss,” or other speculative transactions involving our securities. In addition, margin purchases of our securities and pledging any of our securities as collateral to secure loans is prohibited. This prohibition means that our directors, officers, employees, and their family members are not permitted to hold our securities in a “margin account” nor are they permitted to pledge any of our securities for any loans.
Agreements with Our Named Executive Officers
As described in greater detail below under “Severance and Change of Control Agreements,” each of our named executive officers has a severance and change of control agreement. These agreements provide for certain benefits if the named executive officer’s employment is terminated by the Company without “cause” or by the named executive officer for “good reason” (each as defined in the applicable severance and change of control agreement) (a “Qualifying Termination”), and the benefits vary depending on whether the Qualifying Termination occurs within two years after a change of control of the Company. In addition, executives may receive certain benefits on a qualifying termination (a “Qualifying Termination”).
“Cause” is defined in these agreements generally to include a termination of employment due to (1) willful and continued failure substantially to perform the executive’s duties after a written demand, (2) willful commission of an act of fraud or dishonesty resulting in economic or financial damage, (3) conviction of, or entry of a guilty or no contest plea to, the commission of a felony or a crime involving moral turpitude, (4) willful breach of fiduciary duty that results in economic or other damage, or (5) a willful and material breach of the executive’s covenants in the agreement.
“Good reason” is defined in the agreements generally to include certain resignations of employment following (1) a material diminution of authority, duties or responsibilities, (2) a material diminution of annual base salary, (3) a material change in geographic location or (4) a material breach of any agreement pursuant to which the executive provides services.
The agreements define a “change of control” generally to include (1) certain changes in the ownership of the Company resulting from a person or group acquiring ownership of more than 50% of the total fair market value of the stock of the Company, (2) certain changes in the effective control of the Company resulting from the acquisition of stock possessing more than 30% of the total power of the stock of the
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Company, or a change in the majority of our Board in a 12-month period that is not approved by a majority of the incumbent directors, or (3) certain changes in the ownership of the Company’s assets representing more than 50% of the gross fair market value of the assets of the Company.
The agreements define a Qualifying Termination generally to include a voluntary termination of employment after the executive has (1) reached age 65 or (2) reached age 55 with ten years of service or (3) reached an age that, when added to years of service, equals at least 75 and, in each case, has complied with specified notice requirements.
We believe these triggering events are customary and appropriate to enhance our named executive officers’ ability to continue to focus on the performance of the Company and the best interests of our stockholders in the event of a potential strategic transaction without undue concern for the impact of the transaction on their continued employment.
Compensation Committee Report
The Compensation Committee of the Board of Directors of the Company has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the 2024 Annual Meeting of stockholders and in the Company’s 2023 annual report on Form 10-K.
Submitted on March 25, 2024 by the members of the Compensation Committee of the Company’s Board of Directors.
Gary Kreitzer, Chair
Scott Shoemaker
David Stecher
Scott Shoemaker
David Stecher
The above report of the Compensation Committee will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the same by reference.
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COMPENSATION TABLES
Summary Compensation Table for 2023
The table below sets forth the compensation paid to or earned by, for the fiscal years indicated, our principal executive officer, our current and former principal financial officers and our two other executive officers who served in those roles during fiscal year 2023. The five executive officers included in the table are referred to in this proxy statement as our named executive officers.
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Name and Principal Position
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Year
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Salary
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Bonus
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Stock
Awards |
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All Other
Compensation(1) |
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Total
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Alan Gold
Executive Chairman |
| | |
|
2023
|
| | | |
$
|
1,238,600
|
| | | |
$
|
2,346,851
|
| | | |
$
|
3,500,038(2)
|
| | | |
$
|
9,900
|
| | | |
$
|
7,095,389
|
| |
| | |
|
2022
|
| | | |
|
1,126,000
|
| | | |
|
2,133,501
|
| | | |
|
12,500,687(3)
|
| | | |
|
9,150
|
| | | |
|
15,769,338
|
| | |||
| | |
|
2021
|
| | | |
|
1,023,750
|
| | | |
|
2,303,438
|
| | | |
|
7,788,919(4)
|
| | | |
|
8,700
|
| | | |
|
11,124,807
|
| | |||
| |
Paul Smithers
President and Chief Executive Officer |
| | |
|
2023
|
| | | |
|
1,016,400
|
| | | |
|
1,524,600
|
| | | |
|
2,500,122(2)
|
| | | |
|
9,900
|
| | | |
|
5,051,022
|
| |
| | |
|
2022
|
| | | |
|
924,000
|
| | | |
|
1,386,000
|
| | | |
|
8,500,204(3)
|
| | | |
|
9,150
|
| | | |
|
10,819,354
|
| | |||
| | |
|
2021
|
| | | |
|
840,000
|
| | | |
|
1,260,000
|
| | | |
|
4,860,388(4)
|
| | | |
|
8,700
|
| | | |
|
6,969,088
|
| | |||
| |
David Smith
Chief Financial Officer and Treasurer(5) |
| | |
|
2023
|
| | | |
|
304,615
|
| | | |
|
600,000
|
| | | |
|
1,000,228(2)
|
| | | |
|
140,580(6)
|
| | | |
|
2,045,423
|
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Catherine Hastings
Chief Operating Officer, Former Chief Financial Officer and Treasurer(5) |
| | |
|
2023
|
| | | |
|
440,000
|
| | | |
|
660,000
|
| | | |
|
1,000,248(2)
|
| | | |
|
9,900
|
| | | |
|
2,110,148
|
| |
| | |
|
2022
|
| | | |
|
400,000
|
| | | |
|
600,000
|
| | | |
|
3,400,509(3)
|
| | | |
|
9,150
|
| | | |
|
4,409,659
|
| | |||
| | |
|
2021
|
| | | |
|
308,500
|
| | | |
|
462,750
|
| | | |
|
1,933,949(4)
|
| | | |
|
8,700
|
| | | |
|
2,713,899
|
| | |||
| |
Brian Wolfe
Vice President, General Counsel and Secretary |
| | |
|
2023
|
| | | |
|
385,000
|
| | | |
|
577,500
|
| | | |
|
900,124(2)
|
| | | |
|
9,900
|
| | | |
|
1,872,524
|
| |
| | |
|
2022
|
| | | |
|
350,000
|
| | | |
|
525,000
|
| | | |
|
2,900,096(3)
|
| | | |
|
9,150
|
| | | |
|
3,784,246
|
| | |||
| | |
|
2021
|
| | | |
|
295,000
|
| | | |
|
442,500
|
| | | |
|
1,683,695(4)
|
| | | |
|
8,700
|
| | | |
|
2,429,895
|
| | |||
(1)
Represents matching contributions made by us to each of our executive officers pursuant to a retirement savings plan that we maintain under Section 401(k) of the Internal Revenue Code of 1986, as amended, to cover our eligible employees, including our executive officers. The plan allows eligible employees to defer, within prescribed limits, up to 100% of their compensation through contributions to the plan. We currently match each eligible participant’s contributions, within prescribed limits, with an amount equal to 50% of such participant’s initial contributions up to 6% of such participant’s compensation. In addition, we reserve the right to make additional discretionary contributions on behalf of eligible participants. Dividends on unvested restricted stock are excluded from all other compensation for all periods presented, as they are factored into the determinations of the grant date fair values of the corresponding stock awards as described in the footnotes below.
(2)
Represents the grant date fair value of restricted stock and RSUs awarded in 2023, as determined in accordance with ASC Topic 718. Messrs. Gold, Smith and Wolfe and Ms. Hastings were awarded 31,566, 13,080, 8,118 and 9,021 RSUs, respectively, and Mr. Smithers was awarded 22,548 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2024, January 1, 2025 and January 1, 2026. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Messrs. Gold, Smith and Wolfe and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan.
(3)
Represents the grant date fair value of restricted stock, RSUs and PSUs awarded in 2022, as determined in accordance with ASC Topic 718. Mr. Gold and Ms. Hastings were awarded 16,218 and 4,635 RSUs, respectively, and Messrs. Smithers and Wolfe were awarded 11,583 and 4,170 shares of restricted stock, respectively. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2023, January 1, 2024 and January 1, 2025. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Mr. Gold and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. Also in 2022, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were awarded 46,188, 30,792, 10,264 and 12,317 PSUs, respectively, which represent “target” PSU levels and which vest dependent upon the achievement of the Company’s total stockholder return compared to two different comparator groups over the performance period commencing on January 11, 2022 and ending on December 23, 2024. No dividends are paid or accrued on the PSUs prior to their vesting. The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. The grant date fair values of the PSUs granted in January 2022 to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $9,000,194, $6,000,129, $2,000,043 and $2,400,091, respectively. The grant date fair values of the PSUs, assuming that the highest level of performance conditions will be achieved, were $13,500,291, $9,000,194, $3,000,065 and $3,600,136 for Messrs. Gold, Smithers and Wolfe and Ms. Hastings, respectively.
32
(4)
Represents the grant date fair value of restricted stock, RSUs and PSUs awarded in 2021, as determined in accordance with ASC Topic 718. Messrs. Gold and Smithers and Ms. Hastings were awarded 12,612, 6,654 and 2,607 RSUs, respectively, and Mr. Wolfe was awarded 2,553 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2022, January 1, 2023 and January 1, 2024. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Messrs. Gold and Smithers and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. Also in 2021, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were awarded 31,857, 21,238, 7,080 and 8,496 PSUs, respectively, which represent “target” PSU levels and which vest dependent upon the achievement of the Company’s total stockholder return compared to two different comparator groups over the performance period commencing on January 11, 2021 and ending on December 23, 2023. No dividends are paid or accrued on the PSUs prior to their vesting. The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. The grant date fair values of the PSUs granted in January 2021 to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $5,400,080, $3,600,053, $1,200,131 and $1,440,157, respectively. The grant date fair values of the PSUs, assuming that the highest level of performance conditions will be achieved, were $8,100,120, $5,400,080, $1,800,196 and $2,160,235 for Messrs. Gold, Smithers and Wolfe and Ms. Hastings, respectively.
(5)
Effective March 29, 2023, Ms. Hastings was promoted to chief operating officer, and Mr. Smith was appointed as chief financial officer and treasurer. Mr. Smith’s annual base salary for 2023 was $400,000, and Mr. Smith’s 2023 bonus was calculated on the basis of his annual base salary.
(6)
Includes $134,580 in relocation benefits paid for or reimbursed by the Company for Mr. Smith’s and his immediate family’s relocation to the Company’s San Diego, California corporate offices.
Grants of Plan-Based Awards for 2023
The table below provides information about plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2023.
| |
Name
|
| |
Grant Type
|
| |
Grant Date
|
| |
All Other Stock
Awards: Number of Shares of Stock or Units(1) |
| |
Grant Date
Fair Value of Stock Awards(2) |
| ||||||
| | Alan Gold | | |
RSUs
|
| |
1/18/23
|
| | | | 31,566 | | | | | $ | 3,500,038 | | |
| | Paul Smithers | | |
Restricted stock
|
| |
1/18/23
|
| | | | 22,548 | | | | | | 2,500,122 | | |
| | David Smith | | |
RSUs
|
| |
3/29/23
|
| | | | 13,080 | | | | | | 1,000,228 | | |
| | Catherine Hastings | | |
RSUs
|
| |
1/18/23
|
| | | | 9,021 | | | | | | 1,000,248 | | |
| | Brian Wolfe | | |
RSUs
|
| |
1/18/23
|
| | | | 8,118 | | | | | | 900,124 | | |
(1)
The forfeiture restrictions on the restricted stock and RSUs lapse ratably on each of January 1, 2024, January 1, 2025 and January 1, 2026. Dividends and dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Messrs. Gold, Smith and Wolfe and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan.
(2)
The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions, and the fair value of the RSUs and restricted stock awards was calculated by multiplying the closing market price of our common stock on the grant date by the number of shares or RSUs awarded, in accordance with ASC Topic 718. The closing market prices on January 18, 2023 and March 29, 2023 were $110.88 and $76.47, respectively.
Outstanding Equity Awards at December 31, 2023
The table below provides information about outstanding equity awards for each of our named executive officers as of December 31, 2023.
| | | | |
Stock Awards
|
| |||||||||||||||||||||
| |
Name
|
| |
Number of Shares or
Units of Stock That Have Not Vested |
| |
Market Value of
Shares or Units of Stock That Have Not Vested(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) |
| |
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) |
| ||||||||||||
| | Alan Gold | | | | | 46,582(4) | | | | | $ | 4,696,397 | | | | | | 46,188 | | | | | $ | 4,656,674 | | |
| | Paul Smithers | | | | | 32,488(5) | | | | | | 3,275,440 | | | | | | 30,792 | | | | | | 3,104,449 | | |
| | David Smith | | | | | 13,080(6) | | | | | | 1,318,726 | | | | | | — | | | | | | — | | |
| | Catherine Hastings | | | | | 12,980(7) | | | | | | 1,308,644 | | | | | | 12,317 | | | | | | 1,241,800 | | |
| | Brian Wolfe | | | | | 11,749(8) | | | | | | 1,184,534 | | | | | | 10,264 | | | | | | 1,034,816 | | |
33
(1)
The market value of unvested restricted common stock and RSUs is calculated by multiplying the number of unvested shares of restricted common stock and RSUs held by the applicable named executive officer by the closing price of our common stock on December 29, 2023, which was $100.82.
(2)
Includes PSUs at “target” performance levels. However, the performance for the PSUs as measured as of December 31, 2023 was below the “threshold” level for any payout. The PSUs were granted in January 2022 and vest based on the Company’s total stockholder return versus two comparator groups from January 11, 2022 to December 31, 2024. The PSUs granted in January 2021 were forfeited in their entirety, as the performance for the PSUs as measured as of December 31, 2023 was below the “threshold” for any payout.
(3)
The market value of unvested PSUs is calculated by multiplying the PSUs at “target” performance levels by the closing price of our common stock on December 29, 2023, which was $100.82.
(4)
20,132, 15,928 and 10,522 RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Mr. Gold continues to be an employee of the Company or a non-employee member of the Board on each such date.
(5)
13,595, 11,377 and 7,516 shares of restricted common stock and RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Mr. Smithers continues to be an employee of the Company or a non-employee member of the Board on each such date.
(6)
4,360 RSUs are released from forfeiture restrictions on each of January 1, 2024, January 1, 2025 and January 1, 2026, provided that Mr. Smith continues to be an employee of the Company or a non-employee member of the Board on each such date.
(7)
5,421, 4,552 and 3,007 RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Ms. Hastings continues to be an employee of the Company or a non-employee member of the Board on each such date.
(8)
4,947, 4,096 and 2,706 shares of restricted common stock and RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Mr. Wolfe continues to be an employee of the Company or a non-employee member of the Board on each such date.
Stock Vested During 2023
The table below provides information about restricted stock vesting for each of our named executive officers during the fiscal year ended December 31, 2023. No stock options were outstanding or exercised during the fiscal year ended December 31, 2023.
| | | | |
Stock Awards
|
| |||||||||
| |
Name
|
| |
Number of Shares or
Units Acquired on Vesting (#)(1) |
| |
Value Realized on
Vesting ($)(2) |
| ||||||
| | Alan Gold | | | | | 14,936 | | | | | $ | 1,513,764 | | |
| | Paul Smithers | | | | | 9,630 | | | | | | 976,001 | | |
| | David Smith | | | | | — | | | | | | — | | |
| | Catherine Hastings | | | | | 4,855 | | | | | | 492,054 | | |
| | Brian Wolfe | | | | | 4,460 | | | | | | 452,021 | | |
(1)
Represents the aggregate of equity grants that vested on January 1, 2023.
(2)
This column represents the number of shares of stock and/or RSUs that vested multiplied by the market price of the common stock on the vesting date.
We did not provide any defined benefit pension plans in which our named executive officers participated during 2023. Accordingly, we have not included a Pension Benefits table in this proxy statement.
Nonqualified Deferred Compensation for 2023
Executive officers, directors and other key employees may choose to defer up to specified maximum amounts of compensation by contributing those amounts to our NQDC Plan, which was established effective as of January 1, 2020. For 2023, the NQDC Plan allowed for deferrals of up to 80% of an employee’s base salary, 100% of an employee’s bonus and 100% of director fees, as well as 100% deferral of settlement of vested RSUs for both employees and directors. No director or employee received matching or other contributions from the Company in 2023 in connection with these deferrals.
34
Deferred amounts are credited to each participant’s account, which is deemed invested in one or more investment alternatives chosen by each participant from a range of mutual fund offerings and other investments available under the NQDC Plan. Each participant’s account is adjusted to reflect the investment performance of the selected investments. Benefits under the plan are payable in cash and generally will be paid in either a lump sum or in annual installments over a certain term upon retirement, death or other termination of employment, or upon a change in control of the Company, as elected in advance by the participant. A participant also may elect to receive some or all of the deferred amounts and related earnings pursuant to an in-service distribution, subject to a minimum three-year deferral.
The following table sets forth summary information regarding the contributions to and earnings on the Company’s executive officers’ deferred compensation balances during 2023, and the total deferred amounts for the Company’s executive officers as of December 31, 2023.
| |
Name
|
| |
Executive
Contributions in Last Fiscal Year($)(1) |
| |
Registrant
Contributions in Last Fiscal Year($) |
| |
Aggregate
Earnings (Losses) in Last Fiscal Year($)(2) |
| |
Aggregate
Withdrawals / Distributions($)(3) |
| |
Aggregate Balance
at Last Fiscal Year End($)(4) |
| |||||||||||||||
| | Alan Gold | | | | $ | 1,513,764 | | | | | $ | — | | | | | $ | 477,284 | | | | | $ | (493,074) | | | | | $ | 3,003,629 | | |
| | Paul Smithers | | | | | 584,688 | | | | | | — | | | | | | 116,613 | | | | | | (124,610) | | | | | | 1,521,273 | | |
| | David Smith | | | | | — | | | | | | — | | | | | | 70,632 | | | | | | (70,632) | | | | | | — | | |
| |
Catherine Hastings
|
| | | | 492,054 | | | | | | — | | | | | | 147,960 | | | | | | (153,581) | | | | | | 1,069,297 | | |
| | Brian Wolfe | | | | | — | | | | | | — | | | | | | 43,837 | | | | | | (43,837) | | | | | | — | | |
(1)
The amount reported as executive contributions in 2023 includes each executive officer’s RSUs that vested in 2023 but were deferred under the NQDC Plan. These RSUs are payable in shares of the Company’s common stock but, pursuant to the terms of each executive officer’s deferral of the RSUs, payment does not occur until the applicable date as determined under the NQDC Plan. In accordance with applicable rules of the SEC, these RSUs are reflected in this table because, while the RSUs are considered to have been vested at the end of 2023, they had not yet become payable. None of the named executive officers deferred cash payments under the NQDC Plan for 2023. The grant-date fair values of these RSUs were reported as compensation to each executive in the Summary Compensation Table in 2022.
(2)
The amount reported as aggregate earnings (losses) in 2023 represents the change in value of each executive’s vested and deferred RSUs from January 1, 2023 through December 31, 2023 and the value of dividend equivalents that were paid during 2023. The right to receive dividend equivalents was factored into the determination of the grant date fair value, which means that the value of the dividend equivalents included in “Aggregate Earnings in Last Fiscal Year” was effectively already included in the Summary Compensation Table.
(3)
Represents the aggregate value of dividend equivalent rights paid with respect to all vested and unvested RSUs held by each executive during 2023.
(4)
Based on a per share price of $100.82, which was the closing stock price on the NYSE of one share of the Company’s common stock on December 29, 2023. The grant-date fair values of these RSUs were reported as compensation to each executive in the Summary Compensation Table in 2020, 2021 and 2022. The aggregate balances at last fiscal year end (at December 31, 2022) as reported in the Company’s proxy statement for its 2023 annual meeting of stockholders for Messrs. Gold and Smithers and Ms. Hastings were $1,505,656, $944,582 and $582,864, respectively, consisting of RSUs that vested in 2021 and 2022 but were deferred under the NQDC Plan, the grant-date fair values of which were reported as compensation to each executive in the Summary Compensation Table in 2020 and 2021, respectively.
Severance and Change of Control Agreements
We entered into severance and change of control agreements with Messrs. Gold, Smithers and Wolfe that became effective on January 18, 2017. We also entered into a severance and change of control agreement with Ms. Hastings that became effective on June 7, 2017 and a severance and change of control agreement with Mr. Smith that became effective on March 29, 2023. Except as provided below, each of the severance and change of control agreements with the named executive officers contains substantially similar terms.
The severance and change of control agreements each expire on December 31, 2025, but they include automatic renewal provisions under which they automatically renew for successive three-year terms unless either party gives written notice of non-renewal within 90 days before the end of the then-current term.
The severance and change of control agreements provide that, if a named executive officer’s employment is terminated by the Company in a Qualifying Termination, the executive will be entitled to severance payments and certain benefits, subject to certain conditions specified below.
35
If the named executive officer experiences a Qualifying Termination, other than within two years of a “change of control” (as defined in the applicable severance and change of control agreement), (a) the executive will receive (i) a cash payment equal to the sum of his annual base salary and his average annual cash bonus during the past three years, multiplied by three, with respect to Messrs. Gold and Smithers, and two, with respect to Messrs. Smith and Wolfe and Ms. Hastings, and (ii) 18 months of premiums the executive would be required to pay to continue health plan coverage under the Company’s health plans; and (b) the executive’s unvested equity awards subject to time-based vesting will vest on a pro-rated basis and the executive’s performance-based equity awards will be earned on a pro-rated basis based on the level of achievement as of such date of termination.
In the event of a Qualifying Termination of the executive within two years after a change of control of the Company, in addition to the compensation set forth above, all unvested equity awards subject to time-based vesting will vest immediately, and all unearned performance-based equity awards will vest at the greater of actual performance or target. In addition, if an executive has a Qualifying Retirement, then the executive’s unvested restricted stock or RSUs will vest on the date of retirement.
The severance and change of control agreements require each executive to sign a general release of claims against the Company as a condition of receiving the severance payment. In addition, for one year after termination of employment for any reason, the executive is prohibited from directly or indirectly soliciting (a) any of the Company’s employees to leave the Company or (b) any prospective employees negotiating with the Company on the date of termination to cease negotiations. The executive is also required to provide consulting services to the Company for up to 20 hours per month during the six months after any termination of employment and requires the executive to maintain the confidentiality of the Company’s confidential information.
If the executive retires for other than good reason and gives the Company a specified advance notice before retiring, or if the executive dies or terminates employment because of disability, all unvested stock rights awards that vest based on continued employment will vest immediately on the date of such retirement or termination. The executive will remain eligible to receive performance shares awarded under the Company’s equity incentive plans before his termination if the Company achieves the stated performance goals during the remainder of the performance period, as if the executive’s employment had not terminated. To qualify for these benefits on retirement, the executive must retire after a specified age or with a combination of age plus years of service, depending on the benefit in question, as well as give the Company the required number of years of advance notice of retirement.
The severance and change of control agreements also provide that severance payments are subject to recoupment as required by any recoupment policy approved by the Board.
If an executive’s employment is terminated by the Company for cause or by the executive without good reason (and other than for death, disability or a qualifying retirement), the executive will not be entitled to any severance payment or benefits under the severance and change of control agreement.
None of the severance and change of control agreements provide for tax gross-up payments to the executive if any amounts paid or payable to the executive would be subject to the excise tax imposed on certain so-called “excess parachute payments” under Section 4999 of the Internal Revenue Code of 1986, as amended.
Termination and Change of Control Scenario Table
The table below reflects the amount of compensation that each of our named executive officers would be entitled to receive under his or her existing severance and change of control agreement with the Company upon termination of such executive’s employment in certain circumstances. The amounts shown assume that such termination was effective as of December 31, 2023, and are only estimates of the amounts that would be paid out to such executives upon termination of their employment. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company. In the event of a termination by the Company for cause or by the executive without good reason, including in connection with a change of control, such executive would not be entitled to any of the amounts reflected in the table.
36
| |
Named Executive Officer and Trigger
|
| |
Severance
Payments(1) |
| |
Medical
Benefits(2) |
| |
Value of
Accelerated or Continued Vesting of Restricted Stock or RSUs(3) |
| |
Value of
Accelerated or Continued Vesting of PSUs(4) |
| |
Total
|
| |||||||||||||||
| | Alan Gold | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 10,499,590 | | | | | $ | 22,917 | | | | | $ | 3,243,071 | | | | | $ | 1,244,305 | | | | | $ | 15,009,883 | | |
| |
Qualifying Termination (within two years of a “change of control”)
|
| | | | 10,499,590 | | | | | | 22,917 | | | | | | 4,696,397 | | | | | | 1,244,305 | | | | | | 16,463,209 | | |
| | Qualifying Retirement | | | | | — | | | | | | — | | | | | | 4,696,397 | | | | | | 1,244,305 | | | | | | 5,940,702 | | |
| | Death | | | | | — | | | | | | — | | | | | | 4,696,397 | | | | | | 1,244,305 | | | | | | 5,940,702 | | |
| | Disability | | | | | — | | | | | | — | | | | | | 4,696,397 | | | | | | 1,244,305 | | | | | | 5,940,702 | | |
| | Paul Smithers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 7,219,800 | | | | | $ | 38,480 | | | | | $ | 2,237,403 | | | | | $ | 829,536 | | | | | $ | 10,325,219 | | |
| |
Qualifying Termination (within two years of a “change of control”)
|
| | | | 7,219,800 | | | | | | 38,480 | | | | | | 3,275,440 | | | | | | 829,536 | | | | | | 11,363,256 | | |
| | Qualifying Retirement | | | | | — | | | | | | — | | | | | | 3,275,440 | | | | | | 829,536 | | | | | | 4,104,976 | | |
| | Death | | | | | — | | | | | | — | | | | | | 3,275,440 | | | | | | 829,536 | | | | | | 4,104,976 | | |
| | Disability | | | | | — | | | | | | — | | | | | | 3,275,440 | | | | | | 829,536 | | | | | | 4,104,976 | | |
| | David Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 2,000,000 | | | | | $ | 56,204 | | | | | $ | 747,742 | | | | | $ | — | | | | | $ | 2,803,946 | | |
| |
Qualifying Termination (within two years of a “change of control”)
|
| | | | 2,000,000 | | | | | | 56,204 | | | | | | 1,318,726 | | | | | | — | | | | | | 3,374,930 | | |
| | Qualifying Retirement | | | | | — | | | | | | — | | | | | | 1,318,726 | | | | | | — | | | | | | 1,318,726 | | |
| | Death | | | | | — | | | | | | — | | | | | | 1,318,726 | | | | | | — | | | | | | 1,318,726 | | |
| | Disability | | | | | — | | | | | | — | | | | | | 1,318,726 | | | | | | — | | | | | | 1,318,726 | | |
| | Catherine Hastings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 2,028,500 | | | | | $ | 56,204 | | | | | $ | 893,338 | | | | | $ | 331,820 | | | | | $ | 3,309,862 | | |
| |
Qualifying Termination (within two years of a “change of control”)
|
| | | | 2,028,500 | | | | | | 56,204 | | | | | | 1,308,644 | | | | | | 331,820 | | | | | | 3,725,168 | | |
| | Qualifying Retirement | | | | | — | | | | | | — | | | | | | 1,308,644 | | | | | | 331,820 | | | | | | 1,640,464 | | |
| | Death | | | | | — | | | | | | — | | | | | | 1,308,644 | | | | | | 331,820 | | | | | | 1,640,464 | | |
| | Disability | | | | | — | | | | | | — | | | | | | 1,308,644 | | | | | | 331,820 | | | | | | 1,640,464 | | |
| | Brian Wolfe | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 1,800,000 | | | | | $ | 56,204 | | | | | $ | 810,806 | | | | | $ | 276,512 | | | | | $ | 2,943,522 | | |
| |
Qualifying Termination (within two years of a “change of control”)
|
| | | | 1,800,000 | | | | | | 56,204 | | | | | | 1,184,534 | | | | | | 276,512 | | | | | | 3,317,250 | | |
| | Qualifying Retirement | | | | | — | | | | | | — | | | | | | 1,184,534 | | | | | | 276,512 | | | | | | 1,461,046 | | |
| | Death | | | | | — | | | | | | — | | | | | | 1,184,534 | | | | | | 276,512 | | | | | | 1,461,046 | | |
| | Disability | | | | | — | | | | | | — | | | | | | 1,184,534 | | | | | | 276,512 | | | | | | 1,461,046 | | |
37
(1)
Amount represents the sum of the executive’s annual base salary and his or her average annual cash bonus during the past three years, multiplied by three, with respect to Messrs. Gold and Smithers, and two, with respect to Messrs. Smith and Wolfe and Ms. Hastings.
(2)
Amount represents the amount needed to pay for health benefits for the executive and his or her eligible family members for 18 months following the executive’s termination of employment at the same level as in effect immediately preceding such termination.
(3)
For a Qualifying Termination within two years of a “change of control,” Qualifying Retirement, death or disability, amount is equal to each named executive officer’s total unvested restricted stock awards and RSUs on December 31, 2023 multiplied by our common stock closing price on December 29, 2023 of $100.82 per share. For a Qualifying Termination other than within two years of a “change of control,” amount is equal to each named executive officer’s pro rata restricted stock awards and RSUs that would vest on December 31, 2023 multiplied by our common stock closing price on December 29, 2023 of $100.82 per share.
(4)
For a Qualifying Termination, Qualifying Retirement, death or disability (each a “Qualifying Event”), under the award agreements for the PSUs, the PSUs continue to vest, except that if the PSUs were granted less than twelve months prior to the date of the Qualifying Event, then the potential payout of shares of common stock is prorated based on the number of months that the recipient was employed or provided service to the Company since the date of grant through the date of the Qualifying Event, divided by twelve months. After a “change of control,” the PSUs (as adjusted as a result of the change of control) continue to vest in full regardless of the date of grant, upon the occurrence of a Qualifying Event. The PSU values set forth above assume that the PSUs were granted more than twelve months prior to the date of the Qualifying Event and are based on the fair value calculated by a Monte Carlo simulation model as of December 31, 2023.
Pay versus Performance
We are required by SEC rules to disclose the following information regarding compensation paid to our named executive officers (“NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (5), (6), (7) and (8) below set forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table for the covered fiscal year.
The following table sets forth additional compensation information of our chief executive officer (CEO) and our non-CEO NEOs along with total stockholder return, net income, and rent collection results for fiscal years 2020, 2021, 2022 and 2023:
| | | | | Summary Compensation Table Total for CEO | | | Compensation Actually Paid to CEO(2) | | | Average Summary Compensation Table Total for Non-CEO NEOs | | | Average Compensation Actually Paid to Non-CEO NEOs(2) | | | Value of Initial Fixed $100 Investment Based on:(3) | | | Net Income | | | Collection | | |||||||||||||||||||||||||||
| | Year(1) | | | Total Stockholder Return | | | Peer Group Total Stockholder Return | | ||||||||||||||||||||||||||||||||||||||||||
| | 2023(5) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | | ||||||||
| | 2022(6) | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | 2021(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | 2020(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
(1)
The CEO for all periods presented is Mr. Smithers . The non-CEO NEOs are Messrs. Gold, Smith and Wolfe and Ms. Hastings for 2023 and Messrs. Gold and Wolfe and Ms. Hastings for 2022, 2021 and 2020. Mr. Smith was appointed chief financial officer and treasurer in March 2023, concurrent with Ms. Hastings’ appointment as chief operating officer.
(2)
(3)
Total stockholder return (“TSR”) represents our cumulative TSR, calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. Peer Group TSR reflects the cumulative TSR of the MSCI US REIT Index (the “REIT Index”), which includes all tax-qualified equity REITs
38
listed in the United States, as reflected in the stock performance graph in Part II, Item 5. of our annual report on Form 10-K for year ended December 31, 2023. Each year reflects what the cumulative value of $100 invested as of immediately prior to January 1, 2020 would be as of the applicable date, calculated on a dividends reinvested basis.
(4)
“Rent Collection” calculated as base rent and property management fees collected over contractual base rent and property management fees due for the applicable year, and includes security deposits applied in connection with non-payment of rent by defaulting tenants or pursuant to lease amendments.
(5)
2023 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table (the “SCT”):
| | 2023 | | | CEO | | | Average of Non-CEO NEOs | | ||||||
| | CEO and Average of Non-CEO NEOs Total Reported in 2023 SCT | | | | $ | | | | | $ | | | ||
| | Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | | | | | | | | ||
| | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | | | | | ( | | | | | | ( | | |
| | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | | | | | | | | | | | | ||
| | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | | | | | ( | | | | | | ( | | |
| | Total Adjustments | | | | | ( | | | | | | ( | | |
| | “Compensation Actually Paid” for Fiscal Year 2023 | | | | $ | | | | | $ | | | ||
(6)
2022 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table (the “SCT”):
| | 2022 | | | CEO | | | Average of Non-CEO NEOs | | ||||||
| | CEO and Average of Non-CEO NEOs Total Reported in 2022 SCT | | | | $ | | | | | $ | | | ||
| | Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | | | | | | | | ||
| | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | | | | | ( | | | | | | ( | | |
| | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | | | | | | | | | | | | ||
| | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | | | | | | | | | | | | ||
| | Total Adjustments | | | | | ( | | | | | | ( | | |
| | “Compensation Actually Paid” for Fiscal Year 2022 | | | | $ | ( | | | | | $ | ( | | |
39
(7)
2021 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the non-CEO NEOs reflect the following adjustments from Total Compensation reported in the SCT:
| | 2021 | | | CEO | | | Average of Non-CEO NEOs | | ||||||
| | CEO and Average of Non-CEO NEOs Total Reported in 2021 SCT | | | | $ | | | | | $ | | | ||
| | Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | | | | | | | | ||
| | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | | | | | | | | | | | | ||
| | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | | | | | | | | | | | | ||
| | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | | | | | | | | | | | | ||
| | Total Adjustments | | | | | ( | | | | | | ( | | |
| | “Compensation Actually Paid” for Fiscal Year 2021 | | | | $ | | | | | $ | | | ||
(8)
2020 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the non-CEO NEOs reflect the following adjustments from Total Compensation reported in the SCT:
| | 2020 | | | CEO | | | Average of Non-CEO NEOs | | ||||||
| | CEO and Average of Non-CEO NEOs Total Reported in 2020 SCT | | | | $ | | | | | $ | | | ||
| | Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | | | | | | | | ||
| | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | | | | | | | | | | | | ||
| | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | | | | | | | | | | | | ||
| | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | | | | | | | | | | | | ||
| | Total Adjustments | | | | | | | | | | | | ||
| | “Compensation Actually Paid” for Fiscal Year 2020 | | | | $ | | | | | $ | | | ||
Pay versus Performance Descriptive Disclosure
Company Selected Measure
We chose Rent Collection as our Company Selected Measure for evaluating Pay versus Performance because it was one of the corporate goals utilized by our compensation committee in evaluating executive compensation in 2023 and 2022. Rent Collection was a key element for sustaining portfolio performance and financial results over this period, and was selected by the compensation committee as part of a strategic review at the beginning of 2023, factoring in the macroeconomic conditions persisting at the time for the Company and for the regulated cannabis industry generally (see the Compensation Discussion and Analysis section in this proxy statement for further detail), with a focus on existing portfolio operations.
Total Stockholder Return
The increase in the Company’s TSR significantly out-paced the REIT Index in 2020 and modestly out-paced the REIT Index in 2021, after having significantly out-paced the REIT Index through 2019 since the Company’s initial public offering in December 2016. This TSR performance contributed to increases in “Compensation Actually Paid” to our CEO and non-CEO NEOs in 2020 and to our CEO in 2021, though
40
a modest decline for non-CEO NEOs in 2021. For 2022, our TSR performance significantly lagged that of the REIT Index, resulting in a significant decrease in “Compensation Actually Paid” to our CEO and non-CEO NEOs in 2022 (actual amounts calculated as negative compensation). For 2023, our TSR performance modestly underperformed the REIT Index (though increased approximately 9% year-over-year in absolute terms), and while there was an increase in “Compensation Actually Paid” to our CEO and non-CEO NEOs in 2023 from the negative amounts calculated in 2022, the amounts for 2023 remained significantly below the “Compensation Actually Paid” for both in 2021 and 2020. As a result, there generally exists a positive relationship between TSR and “Compensation Actually Paid” for all periods presented. In addition, over the full time period presented (from January 1, 2020 through December 31, 2023), the Company’s TSR significantly outperformed the REIT Index, exhibiting a 65% absolute TSR.
Rent Collection
In 2020 we see a positive relationship between Rent Collection and “Compensation Actually Paid,” an inverse relationship in 2021, and positive relationships in 2022 and 2023. Rent Collection in 2020 and 2021 were not directly correlated to “Compensation Actually Paid” because Rent Collection was not a metric utilized in our discretionary cash bonus or program for those time periods. For 2022 and 2023, Rent Collection was only one of a number of factors utilized by the compensation committee in evaluating payments under the annual incentive bonus plan, and was not a factor utilized for determination of any equity awards.
Net Income
In 2020 and 2021, we see a positive relationship between Net Income and “Compensation Actually Paid,” an inverse relationship in 2022, and a positive relationship in 2023. The increases in Net Income over the four-year period (and which occurred each year) are not directly correlated to “Compensation Actually Paid” because Net Income was not a formulaic metric utilized in our discretionary cash bonus or equity programs.
The increases in “Compensation Actually Paid” in 2020 and 2021 were driven by several factors including, but not limited to, a significant increase in our stock price over this time period. In 2022, the significant decrease in “Compensation Actually Paid” (calculated as negative compensation for all NEOs) was primarily driven by the significant decrease in our stock price over the course of 2022, which served to significantly reduce the value of time-based equity awards, resulted in PSUs granted in January 2021 failing to vest in their entirety on December 31, 2023, and significantly reduced fair values of PSUs granted in January 2022 which have a performance period ending December 31, 2024. The increase in “Compensation Actually Paid” in 2023 from the negative amounts calculated in 2022 was primarily due to an increase year-over-year for our TSR in 2023 of approximately 9%, in comparison to the significant decrease in TSR which occurred in 2022, although “Compensation Actually Paid” in 2023 remained well below 2021 and 2020 levels, primarily due to the PSUs granted in January 2021 failing to vest in their entirety on December 31, 2023, and the PSUs granted in January 2022 with a performance period ending December 31, 2024 being below the threshold for any payout as measured as of December 31, 2023.
Pay versus Performance Tabular List
The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to company performance, over the fiscal year ended December 31, 2023. Rent collection percentage, liquidity position and maintenance of dividends were used as factors evaluated by the compensation committee, among other considerations, in determining the annual cash bonus payments to NEOs for the 2023 performance year. As described in prior proxy statements, the large majority of equity awards granted to NEOs in 2021 and 2022 were in the form of PSUs, with total stockholder return over a three-year period versus two comparator groups being the sole determinant for vesting. The PSUs granted in 2021 failed to vest in their entirety at the end of their performance period on December 31, 2023. In addition, measured as of December 31, 2023, the performance thresholds for the vesting of the PSUs granted in 2022 were not met for any of the applicable awards. The performance of each of these PSU grants had a significant impact on the “Compensation Actually Paid” for each of our NEOs.
41
The performance measures included in this table are not ranked by relative importance.
| | Most Important Performance Measures | |
| | | |
| | | |
| | | |
| | | |
Executive Chairman and CEO Pay Ratios
Pursuant to Section 953(b) of the Dodd-Frank Act and applicable SEC rules, we have prepared the ratio of the annual total compensation of our executive chairman, Mr. Gold, and our chief executive officer, Mr. Smithers, to the median of the annual total compensation of our other employees. Set forth below is a description of the methodology, including material assumptions, adjustments and estimates, we used to identify the median employee for purposes of calculating these ratios:
•
We identified the median employee using our employee population on December 31, 2023. As of December 31, 2023, we had a total population of 20 employees, including full-time, part-time and temporary employees, other than our executive chairman and chief executive officer. All of our employees are located in the United States.
•
We identified the median employee by considering the following three elements of compensation: 2023 base salary, discretionary bonus earned in 2023, and equity awards granted in 2023 (at the grant date fair value). For permanent employees (full-time and part-time) hired after January 1, 2023, we annualized the aforementioned components.
Using the methodology described above, we selected the median of our employee population. For fiscal year 2023, the median of the annual total compensation of our employees (other than our executive chairman and chief executive officer) was $209,157, and the annual total compensation of Messrs. Gold and Smithers was $7,095,389 and $5,051,022, respectively. Based on this information, the ratio of the annual total compensation of Mr. Gold to the median of the annual total compensation of all employees other than our executive chairman and chief executive officer was 34 to 1 and the ratio of the annual total compensation of Mr. Smithers to the median of the annual total compensation of all employees other than our executive chairman and chief executive officer was 24 to 1. The annual total compensation of Messrs. Gold and Smithers presented for this purpose is equal to the compensation reported for them in the “Summary Compensation Table” included in this proxy statement.
The pay ratios above represent our reasonable estimates calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.
Neither the compensation committee nor our management used these pay ratio measures in making compensation decisions.
Compensation Risk Assessment
The compensation committee reviews our Company-wide incentive programs to assess whether the incentive programs for all employees, including our named executive officers, encourage desirable behavior as it relates to our long-term growth, and reflect our risk management philosophies, policies and processes.
Named Executive Officers. The compensation committee exercises discretion and evaluates the annual cash incentive program based on financial, operational, and individual goals. The compensation committee has also sought to align the interests of our key employees and named executive officers with that of our
42
stockholders through grants of restricted stock and RSU awards, thereby giving employees additional incentives to protect and align with long-term value creation.
All Other Employees. Other officer and non-officer employee compensation awards are unlikely to encourage the taking of unnecessary or excessive risks that could threaten long-term value creation. Management monitors the cash and equity incentive awards made to our employees and reviews those awards in light of the potential risks relative to the control environment, each respective employee’s responsibilities, and the general policies and procedures of our Company. Key employees also receive grants of restricted stock and RSU awards.
Based on its evaluation, the compensation committee does not believe that the compensation programs give rise to any risks that are reasonably likely to have a material adverse effect on our Company.
43
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about shares of our common stock that may be issued under our Incentive Plan as of December 31, 2023.
| |
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 First Column) |
|
| |
Equity compensation plans approved by stockholders(1)
|
| |
252,597
|
| |
—
|
| |
719,466
|
|
| |
Equity compensation plans not approved by stockholders
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Total
|
| |
252,597
|
| |
—
|
| |
719,466
|
|
(1)
Our Incentive Plan was approved by our stockholders prior to the completion of our initial public offering. Securities to be issued upon exercise of outstanding options, warrants and rights consist of 149,956 shares of common stock issuable upon vesting of 149,956 RSUs and 102,641 shares of common stock issuable upon vesting of 102,641 PSUs (assuming “target” performance), which were granted under our Incentive Plan and were outstanding as of December 31, 2023. Neither the RSUs nor the PSUs have an exercise price.
44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common stock as of March 15, 2024 for each person or group that holds more than 5% of our common stock, for each director and named executive officer and for our directors and executive officers as a group. Each person named in the table has sole voting and investment power with respect to all of the shares of common stock shown as beneficially owned by such person, except as otherwise set forth in the footnotes to the table. Unless otherwise indicated, the address of each named person is c/o Innovative Industrial Properties, Inc., 11440 West Bernardo Court, Suite 100, San Diego, California 92127. We are not aware of any arrangements, including any pledge of our common stock, that could result in a change of control of the Company. All RSUs are held in the Company’s NQDC Plan.
| |
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percent of
All Shares(1) |
| ||||||
| | Alan Gold(2) | | | | | 269,808 | | | | | | * | | |
| | Paul Smithers(3) | | | | | 82,779 | | | | | | * | | |
| | Gary Kreitzer(4) | | | | | 42,188 | | | | | | * | | |
| | Brian Wolfe(5) | | | | | 8,928 | | | | | | * | | |
| | David Smith(6) | | | | | — | | | | | | * | | |
| | David Stecher(7) | | | | | 7,599 | | | | | | * | | |
| | Mary Curran(8) | | | | | 2,429 | | | | | | * | | |
| | Scott Shoemaker(8) | | | | | 1,700 | | | | | | * | | |
| | All directors and officers as a group (eight persons) | | | | | 415,431 | | | | | | 1.5% | | |
| | BlackRock, Inc.(9) | | | | | 5,091,290 | | | | | | 18.0% | | |
| | Vanguard Group, Inc.(10) | | | | | 4,382,796 | | | | | | 15.5% | | |
| | State Street Corporation(11) | | | | | 1,793,318 | | | | | | 6.3% | | |
*
less than 1%.
(1)
Based on a total of 28,328,647 shares of our common stock outstanding as of March 15, 2024.
(2)
Includes 56,500 shares held in a spousal lifetime access trust for the benefit of Mr. Gold’s spouse and adult child. Excludes 114,498 RSUs and 46,188 “target” PSUs.
(3)
Includes 46,124 shares of restricted stock held by Mr. Smithers directly. Excludes 17,307 RSUs and 30,792 “target” PSUs.
(4)
Includes 2,808 shares of restricted stock held by Mr. Kreitzer directly.
(5)
Includes 1,390 shares of restricted stock held by Mr. Wolfe directly. Excludes 17,922 RSUs and 10,264 “target” PSUs.
(6)
Excludes 23,973 RSUs.
(7)
Includes 2,247 shares of restricted stock held by Mr. Stecher directly and 70 shares held by Mr. Stecher’s spouse. Excludes 911 RSUs.
(8)
Excludes 5,290 RSUs for each of Ms. Curran and Mr. Shoemaker.
(9)
Includes shares beneficially owned by the following subsidiaries of BlackRock, Inc.: BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited and BlackRock Fund Managers Ltd. BlackRock, Inc.’s address is 50 Hudson Yards, New York, New York 10001. The foregoing information is based on BlackRock, Inc.’s Schedule 13G/A filed with the SEC on January 19, 2024.
(10)
The Vanguard Group, Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported by Vanguard Group, Inc. Includes 41,644 shares for which Vanguard Group, Inc. shares voting power and 71,881 shares for which Vanguard Group, Inc. shares dispositive power. The Vanguard Group, Inc.’s address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The foregoing information is based on The Vanguard Group, Inc.’s Schedule 13G/A filed with the SEC on February 13, 2024.
45
(11)
Includes shares beneficially owned by the following subsidiaries of State Street Corporation: SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, State Street Global Advisors, Australia, Limited and State Street Global Advisors (Japan) Co., Ltd. State Street Corporation’s address is State Street Financial Center, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016. The foregoing information is based on State Street Corporation’s Schedule 13G/A filed with the SEC on January 30, 2024.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC and the NYSE reports of ownership of our securities and changes in their ownership on Forms 3, 4 and 5. Executive officers, directors and greater than 10% stockholders are required by SEC rules to furnish us with copies of all Section 16(a) reports that they file.
Based solely upon a review of the reports on Forms 3 and 4 and amendments thereto furnished to us in 2023 and Forms 5 and amendments thereto furnished to us with respect to 2022, or written representations from reporting persons that no Form 5 filings were required, we believe that in 2023 our executive officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a) of the Exchange Act.
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RELATED PARTY TRANSACTIONS
We have adopted a written policy regarding the review and approval of any related party transaction. Under this policy, our audit committee will review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, and either approve or disapprove the related party transaction. Any related party transaction shall be consummated and shall continue only if the audit committee has approved in advance the transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) requiring disclosure under Item 404(a) of Regulation S-K promulgated by the SEC, or any successor provision, as then in effect, except that the $120,000 threshold stated therein shall be deemed to be $60,000.
Mr. Gold utilizes a private airplane from time to time for Company business travel purposes, which airplane is owned by an entity controlled by Mr. Gold, our executive chairman. We reimburse Mr. Gold for the Company-related use of the airplane by Mr. Gold, including out-of-pocket operating costs, on terms we believe are comparable to those we could secure from an independent third party. Our Company’s decision to utilize Mr. Gold’s private airplane exclusively for business travel purposes was made to provide greater flexibility and time-savings for business travel of our management team, including meetings with investors and prospective business partners. As approved by our audit committee, approximately $84,000 and $96,000 were paid to Mr. Gold on account of such expenses for the years ended December 31, 2023 and 2022, respectively. Our audit committee has also approved such reimbursements by the Company to Mr. Gold for utilization of Mr. Gold’s private airplane for business travel purposes on an ongoing basis, for an amount not to exceed $400,000 for the year ending December 31, 2024.
OTHER MATTERS
As of the date of this proxy statement, management does not know of any other matters to be brought before the Annual Meeting other than those set forth herein. However, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Stockholders who wish to include a proposal in our proxy statement and form of proxy relating to the 2025 annual meeting of stockholders must be received by us no later than December 5, 2024. Such proposals must comply with the requirements established by the SEC in order to be included in the proxy statement. A stockholder who wishes to make a director nomination or proposal of other business at the 2025 annual meeting without including the proposal in our proxy statement and form of proxy relating to that meeting must, in accordance with our current bylaws, notify us between November 5, 2024 and 5:00 p.m., Pacific Time, on December 5, 2024. If the stockholder fails to give timely notice as required by our current bylaws, the nominee or proposal will be excluded from consideration at the meeting. In addition, our current bylaws include other requirements for director nominations and proposals of other business with which a stockholder must comply to make a nomination or business proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
Upon written request of any record holder or beneficial owner of shares entitled to vote at the Annual Meeting, we will provide, without charge, a copy of our 2023 annual report to stockholders. Requests should be mailed to Brian Wolfe, Corporate Secretary, 11440 West Bernardo Court, Suite 100, San Diego, CA 92127. You may also access our annual report on Form 10-K in the “Investors” section of our website (www.innovativeindustrialproperties.com).
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DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. The Company will promptly deliver a separate copy of any of these documents to you if you contact us at the following address: 11440 West Bernardo Court, Suite 100, San Diego, CA 92127, Attention: Brian Wolfe, Corporate Secretary, or telephone number: 858-997-3332. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above address or telephone number.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE COMPANY. PLEASE SUBMIT A PROXY BY INTERNET OR TELEPHONE OR, IF YOU REQUEST WRITTEN PROXY MATERIALS, BY RETURNING A COMPLETED, SIGNED AND DATED PROXY CARD OR VOTING INSTRUCTION FORM.
By Order of the Board of Directors,
Alan Gold
Executive Chairman)
Executive Chairman)
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APPENDIX A
Adjusted Funds from Operations
The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to AFFO. Also presented is information regarding the weighted average number of common shares used for the basic and diluted computations per share (dollars in thousands, except per share amounts):
| | | | |
Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||
| | | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||
| |
Net income attributable to common stockholders
|
| | | $ | 164,236 | | | | | $ | 153,034 | | | | | $ | 112,638 | | | | | $ | 64,378 | | | | | $ | 22,123 | | | | | $ | 5,633 | | | | | $ | (395) | | |
| |
Real estate depreciation and amortization
|
| | | | 67,194 | | | | | | 61,303 | | | | | | 41,776 | | | | | | 28,025 | | | | | | 8,599 | | | | | | 2,629 | | | | | | 915 | | |
| |
Gain on sale of real estate
|
| | | | — | | | | | | (3,601) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Funds from operations (“FFO”)
attributable to common stockholders (basic) |
| | | | 231,430 | | | | | | 210,736 | | | | | | 154,414 | | | | | | 92,403 | | | | | | 30,722 | | | | | | 8,262 | | | | | | 520 | | |
| |
Cash and non-cash interest expense on Exchangeable Senior Notes
|
| | | | 219 | | | | | | 546 | | | | | | 7,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
FFO attributable to common stockholders (diluted)
|
| | | | 231,649 | | | | | | 211,282 | | | | | | 161,931 | | | | | | 92,403 | | | | | | 30,722 | | | | | | 8,262 | | | | | | 520 | | |
| |
Acquisition-related expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | 94 | | | | | | 97 | | | | | | — | | | | | | — | | |
| |
Financing expense
|
| | | | — | | | | | | 367 | | | | | | — | | | | | | 211 | | | | | | — | | | | | | — | | | | | | — | | |
| |
Litigation-related expense
|
| | | | 2,480 | | | | | | 3,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Loss (gain) on exchange of
Exchangeable Senior Notes |
| | | | (22) | | | | | | 125 | | | | | | 3,692 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Normalized FFO attributable to
common stockholders (diluted) |
| | | | 234,107 | | | | | | 214,784 | | | | | | 165,623 | | | | | | 92,708 | | | | | | 30,819 | | | | | | 8,262 | | | | | | 520 | | |
| |
Interest income on seller-financed note(1)
|
| | | | 1,342 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Stock-based compensation
|
| | | | 19,581 | | | | | | 17,507 | | | | | | 8,616 | | | | | | 3,330 | | | | | | 2,495 | | | | | | 1,465 | | | | | | 1,719 | | |
| |
Severance
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 113 | | |
| |
Non-cash interest expense
|
| | | | 1,375 | | | | | | 1,255 | | | | | | 715 | | | | | | 2,040 | | | | | | 1,678 | | | | | | — | | | | | | — | | |
| |
Above-market lease amortization
|
| | | | 92 | | | | | | 91 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
AFFO attributable to common
stockholders (diluted) |
| | | $ | 256,497 | | | | | $ | 233,637 | | | | | $ | 174,958 | | | | | $ | 98,078 | | | | | $ | 34,992 | | | | | $ | 9,727 | | | | | $ | 2,352 | | |
| |
FFO per common share – diluted
|
| | | $ | 8.20 | | | | | $ | 7.64 | | | | | $ | 6.17 | | | | | $ | 4.72 | | | | | $ | 2.88 | | | | | $ | 1.13 | | | | | $ | 0.15 | | |
| |
Normalized FFO per common share – diluted
|
| | | $ | 8.29 | | | | | $ | 7.76 | | | | | $ | 6.31 | | | | | $ | 4.74 | | | | | $ | 2.88 | | | | | $ | 1.13 | | | | | $ | 0.15 | | |
| |
AFFO per common share – diluted
|
| | | $ | 9.08 | | | | | $ | 8.45 | | | | | $ | 6.66 | | | | | $ | 5.01 | | | | | $ | 3.28 | | | | | $ | 1.34 | | | | | $ | 0.67 | | |
| |
Weighted average common shares outstanding – basic
|
| | | | 27,977,807 | | | | | | 27,345,047 | | | | | | 23,903,017 | | | | | | 19,443,602 | | | | | | 10,546,016 | | | | | | 7,138,952 | | | | | | 3,375,284 | | |
| |
Restricted stock and RSUs
|
| | | | 196,821 | | | | | | 116,046 | | | | | | 96,174 | | | | | | 114,017 | | | | | | 138,052 | | | | | | 146,849 | | | | | | 131,861 | | |
| |
PSUs
|
| | | | — | | | | | | — | | | | | | 81,414 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Dilutive effect of
Exchangeable Senior Notes |
| | | | 81,169 | | | | | | 202,076 | | | | | | 2,180,550 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Weighted average common shares outstanding – diluted
|
| | | | 28,255,797 | | | | | | 27,663,169 | | | | | | 26,261,155 | | | | | | 19,557,619 | | | | | | 10,684,068 | | | | | | 7,285,801 | | | | | | 3,507,145 | | |
(1)
Amount reflects the non-refundable interest paid on the seller-financed note issued to us by the buyer in connection with our disposition of a portfolio of four properties in southern California, which is recognized as a deposit liability and is included in other liabilities in our consolidated balance sheet as of December 31, 2023, as the transaction did not qualify for recognition as a completed sale.
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INNOVATIVE INDUSTRIAL PROPERTIES, INC. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Signature_______________________________ Signature, if held jointly________________________________ Date_____________, 2024. Date and Sign Below Please date this proxy and sign it exactly as your name or names appear hereon. When shares are held by joint tenants, both should sign. When signing as an executor, administrator, trustee or guardian, please give full title as such under signature(s). If shares are held by a corporation, please sign in full corporate name by the president or other authorized officer. If shares are held by a partnership, please sign in partnership name by an authorized person. Please mark your votes like this X 2024 Annual Meeting of Stockholders May 15, 2024, 8:00 A.M. local time This Proxy is Solicited On Behalf Of The Board Of Directors CONTROL NUMBER 2. Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN PROXY PROPOSALS — THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED, FOR PROPOSAL 2, AND FOR PROPOSAL 3. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. (1) Alan Gold (2) Gary Kreitzer (3) Mary Curran (4) Scott Shoemaker (5) Paul Smithers (6) David Stecher 1. Election of directors, each to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. FOR WITHHOLD 3. Approval on a non-binding advisory basis of the compensation of the Company’s named executive officers. 4. To vote and otherwise represent the undersigned on any matter that may properly come before the meeting or any adjournment or postponement thereof in the discretion of the proxy holders. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 15, 2024 The 2024 Proxy Statement and the 2023 Annual Report to Stockholders are available at https://www.cstproxy.com/innovativeindustrialproperties/2024 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS INNOVATIVE INDUSTRIAL PROPERTIES, INC. The undersigned stockholder of Innovative Industrial Properties, Inc., a Maryland corporation (the “Company”), hereby appoints Alan Gold and Paul Smithers, and each of them, as proxies for the undersigned with full power of substitution in each, to attend the annual meeting of the Company’s stockholders to be held on May 15, 2024 at 8:00 a.m., local time, at 11440 West Bernardo Court, Suite 100, San Diego, CA 92127, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the annual meeting with all powers possessed by the undersigned if personally present at the annual meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3, EACH AS DESCRIBED IN THE PROXY STATEMENT, AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. (Continued and to be marked, dated and signed, on the other side)