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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Innovative Industrial Properties Inc | NYSE:IIPR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.06 | 0.98% | 109.35 | 111.7116 | 107.44 | 110.00 | 287,338 | 01:00:00 |
| |
Acquisitions
|
| | |
Top-Line Growth
|
| | |
Bottom-Line Results
|
| | |
Per Share Results
|
| |
| |
$745.8 million in total assets, a 165% increase from 2018
$634.2 million of capital committed, a 279% increase from 2018(1)
46 total properties, a 318% increase from 2018
|
| | |
$44.7 million in total revenues, a 202% increase from 2018
|
| | |
$22.1 million in net income available to common stockholders
$34.9 million in adjusted funds from operations (“AFFO”), a 259% increase from 2018(2)
|
| | |
$2.03 in net income available to common stockholders per share – diluted
$3.27 in AFFO per share – diluted, a 144% increase from 2018(2)
|
| |
| |
72.6%
|
| | |
150.2%
|
| | |
356.0%
|
| | |
$2.83
|
| |
| |
one-year TSR(1)
|
| | |
two-year TSR(1)
|
| | |
three-year TSR(1)
|
| | |
2019 Dividends
|
| |
| |
44.1%
|
| | |
127.8%
|
| | |
323.3%
|
| | |
136% increase from 2018(2)
|
| |
| |
outperformance over
MSCI US REIT Index(4)(5) |
| | |
outperformance over MSCI US REIT Index(4)(5)
|
| | |
outperformance over MSCI US REIT Index(4)(5)
|
| | | | | |
| |
41.1%
|
| | |
124.5%
|
| | |
302.9%
|
| | |
$1.00
|
| |
| |
outperformance over
S&P 500(5) |
| | |
outperformance over S&P 500(5)
|
| | |
outperformance over S&P 500(5)
|
| | |
Q4 2019 Dividend(3)
|
| |
| DATE & TIME | | | 8:00 a.m., Pacific Time, on June 2, 2020 | |
| 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 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified. | |
| | | | 2. To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2020. | |
| | | | 3. To approve an amendment to our charter to provide stockholders the ability to alter, amend or repeal our bylaws and adopt new bylaws. | |
| | | | 4. To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement. | |
| | | | 5. To conduct an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. | |
| | | | 6. 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 April 9, 2020. | |
| PROXY MATERIALS | | | This notice of meeting, the proxy statement, the proxy card, and our 2019 annual report to stockholders, which is not part of the proxy solicitation materials, are available at https://www.cstproxy.com/innovativeindustrialproperties/2020. | |
| PROXY VOTING | | | 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 2019 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. | |
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| | | | | |
Alan
Gold |
| | |
Mary
Curran |
| | |
Gary
Kreitzer |
| | |
Scott
Shoemaker |
| | |
Paul
Smithers |
| | |
David
Stecher |
| | ||||||||||||||||||
| | Extensive commercial real estate experience | | | | | | X | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | |
| | Relevant executive experience | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | | | | | | | | X | | | | | | | | | | |
| |
High level of financial and capital markets experience
|
| | | | | X | | | | | | | X | | | | | | | X | | | | | | | | | | | | | | | | | | | | | X | | | |
| |
Deep understanding of potential medical applications for cannabis
|
| | | | | X | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | |
| | Strong regulatory and legal knowledge | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | X | | | | | | | | | | |
| | Risk oversight experience | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | | | | | X | | | |
| |
Name
|
| |
Position
|
| |
Age
|
| |
| | Alan Gold | | | Executive Chairman | | |
59
|
| |
| | Gary Kreitzer | | | Vice Chairman | | |
65
|
| |
| | Mary Curran | | | Director | | |
63
|
| |
| | Scott Shoemaker | | | Director | | |
53
|
| |
| | Paul Smithers | | | President, Chief Executive Officer and Director | | |
63
|
| |
| | David Stecher | | | Director | | |
59
|
| |
|
Name(1)
|
| |
Fees Earned or
Paid in Cash |
| |
Stock Awards(2)
|
| |
Total
|
| |||||||||
| Gary Kreitzer | | | | $ | 86,677 | | | | | $ | 100,084 | | | | | $ | 186,761 | | |
| Mary Curran | | | | | — | | | | | | 80,043 | | | | | | 80,043 | | |
| Scott Shoemaker, M.D. | | | | | 44,355 | | | | | | 80,068 | | | | | | 124,423 | | |
| David Stecher | | | | | 48,387 | | | | | | 80,068 | | | | | | 128,455 | | |
| | | |
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 2019 | | |
4
|
| |
5
|
| |
3
|
|
| | | |
2019
|
| |
2018
|
| ||||||
| Audit Fees(1) | | | | $ | 642 | | | | | $ | 220 | | |
| Audit Related Fees | | | | | — | | | | | | — | | |
| Tax Fees | | | | | 37 | | | | | | 13 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 679 | | | | | $ | 233 | | |
| |
Name
|
| |
Position
|
| |
| | Alan Gold | | | Executive Chairman | | |
| | Paul Smithers | | | President and Chief Executive Officer | | |
| | Catherine Hastings | | | Chief Financial Officer, Chief Accounting Officer and Treasurer | | |
| | Brian Wolfe | | | Vice President, General Counsel and Secretary | | |
|
Executive
|
| |
2018 Annual
Base Salary |
| |
2019 Annual
Base Salary |
| |
Percentage Change
from 2018 to 2019 |
| |||||||||
| Alan Gold | | | | $ | 600,000 | | | | | $ | 650,000 | | | | | | 8.3% | | |
| Paul Smithers | | | | $ | 360,000 | | | | | | 400,000 | | | | | | 11.1% | | |
| Catherine Hastings | | | | $ | 210,000 | | | | | | 235,000 | | | | | | 11.9% | | |
| Brian Wolfe | | | | $ | 210,000 | | | | | | 230,000 | | | | | | 9.5% | | |
|
Executive
|
| |
2019 Annual
Base Salary |
| |
2020 Annual
Base Salary |
| |
Percentage Change
from 2019 to 2020 |
| |||||||||
| Alan Gold | | | | $ | 650,000 | | | | | $ | 682,500 | | | | | | 5.0% | | |
| Paul Smithers | | | | | 400,000 | | | | | | 420,000 | | | | | | 5.0% | | |
| Catherine Hastings | | | | | 235,000 | | | | | | 246,750 | | | | | | 5.0% | | |
| Brian Wolfe | | | | | 230,000 | | | | | | 241,500 | | | | | | 5.0% | | |
|
Executive
|
| |
2018
Restricted Stock(1) |
| |
2019
Restricted Stock(2) |
| |
2020
Restricted Stock(3) |
| |
2020
RSUs(3) |
| ||||||||||||
| Alan Gold | | | | | 40,749 | | | | | | 17,034 | | | | | | — | | | | | | 15,978 | | |
| Paul Smithers | | | | | 11,886 | | | | | | 11,358 | | | | | | — | | | | | | 10,653 | | |
| Catherine Hastings | | | | | 6,792 | | | | | | 7,572 | | | | | | — | | | | | | 7,323 | | |
| Brian Wolfe | | | | | 6,792 | | | | | | 7,572 | | | | | | 6,657 | | | | | | — | | |
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock
Awards |
| |
All Other
Compensation(4) |
| |
Total
|
| ||||||||||||||||||
|
Alan Gold
Executive Chairman |
| | | | 2019 | | | | | $ | 650,000 | | | | | $ | 1,300,000 | | | | | $ | 900,077(3) | | | | | $ | 8,400 | | | | | $ | 2,858,477 | | |
| | | 2018 | | | | | | 600,000 | | | | | | 800,000 | | | | | | 1,200,058(2) | | | | | | 8,250 | | | | | | 2,608,308 | | | |||
| | | 2017 | | | | | | 600,000 | | | | | | 400,000 | | | | | | 1,199,985(1) | | | | | | 8,100 | | | | | | 2,208,085 | | | |||
|
Paul Smithers
President and Chief Executive Officer |
| | | | 2019 | | | | | | 400,000 | | | | | | 400,000 | | | | | | 600,157(3) | | | | | | 8,400 | | | | | | 1,408,557 | | |
| | | 2018 | | | | | | 360,000 | | | | | | 360,000 | | | | | | 350,043(2) | | | | | | 8,250 | | | | | | 1,078,293 | | | |||
| | | 2017 | | | | | | 350,000 | | | | | | 210,000 | | | | | | 315,000(1) | | | | | | 8,100 | | | | | | 883,100 | | | |||
|
Catherine Hastings
Chief Financial Officer, Chief Accounting Officer and Treasurer |
| | | | 2019 | | | | | | 235,000 | | | | | | 235,000 | | | | | | 400,104(3) | | | | | | 8,400 | | | | | | 878,504 | | |
| | | 2018 | | | | | | 210,000 | | | | | | 210,000 | | | | | | 200,024(2) | | | | | | 8,250 | | | | | | 628,274 | | | |||
| | | 2017 | | | | | | 187,000 | | | | | | 120,000 | | | | | | 127,491(1) | | | | | | 5,671 | | | | | | 440,162 | | | |||
|
Brian Wolfe
Vice President, General Counsel and Secretary |
| | | | 2019 | | | | | | 230,000 | | | | | | 230,000 | | | | | | 400,104(3) | | | | | | 8,400 | | | | | | 868,504 | | |
| | | 2018 | | | | | | 210,000 | | | | | | 210,000 | | | | | | 200,024(2) | | | | | | 8,250 | | | | | | 628,274 | | | |||
| | | 2017 | | | | | | 200,000 | | | | | | 120,000 | | | | | | 159,994(1) | | | | | | 8,100 | | | | | | 488,094 | | |
| | | |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of Stock or Units(1) |
| |
Grant Date Fair
Value of Stock Awards(2) |
| ||||||
| Alan Gold | | |
January 16, 2019
|
| | | | 17,034 | | | | | $ | 900,077 | | |
| Paul Smithers | | |
January 16, 2019
|
| | | | 11,358 | | | | | | 600,157 | | |
| Catherine Hastings | | |
January 16, 2019
|
| | | | 7,572 | | | | | | 400,104 | | |
| Brian Wolfe | | |
January 16, 2019
|
| | | | 7,572 | | | | | | 400,104 | | |
| | | |
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) |
| ||||||
| Alan Gold | | | | | 65,613(2) | | | | | $ | 4,978,058 | | |
| Paul Smithers | | | | | 24,903(3) | | | | | | 1,889,391 | | |
| Catherine Hastings | | | | | 14,375(4) | | | | | | 1,090,631 | | |
| Brian Wolfe | | | | | 14,955(5) | | | | | | 1,134,636 | | |
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of Shares or
Units Acquired on Vesting (#)(1) |
| |
Value Realized on
Vesting ($)(2) |
| ||||||
| Alan Gold | | | | | 34,996 | | | | | $ | 1,588,468 | | |
| Paul Smithers | | | | | 9,583 | | | | | | 434,972 | | |
| Catherine Hastings | | | | | 4,539 | | | | | | 206,025 | | |
| Brian Wolfe | | | | | 5,119 | | | | | | 232,351 | | |
|
Named Executive Officer and Trigger
|
| |
Severance
Payments(1) |
| |
Medical
Benefits(2) |
| |
Value of
Accelerated Equity Awards(3) |
| |
Total
|
| ||||||||||||
| Alan Gold | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 4,450,000 | | | | | $ | 40,474 | | | | | $ | 4,114,076 | | | | | $ | 8,604,550 | | |
|
Qualifying Termination (within two years of a “change of
control”) |
| | | | 4,450,000 | | | | | | 40,474 | | | | | | 4,978,058 | | | | | | 9,468,532 | | |
| Qualifying Retirement | | | | | — | | | | | | — | | | | | | 4,978,058 | | | | | | 4,978,058 | | |
| Death | | | | | — | | | | | | — | | | | | | 4,978,058 | | | | | | 4,978,058 | | |
| Disability | | | | | — | | | | | | — | | | | | | 4,978,058 | | | | | | 4,978,058 | | |
| Paul Smithers | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 2,170,000 | | | | | $ | 76,652 | | | | | $ | 1,444,716 | | | | | $ | 3,691,368 | | |
|
Qualifying Termination (within two years of a “change of
control”) |
| | | | 2,170,000 | | | | | | 76,652 | | | | | | 1,889,391 | | | | | | 4,136,043 | | |
| Qualifying Retirement | | | | | — | | | | | | — | | | | | | 1,889,391 | | | | | | 1,889,391 | | |
| Death | | | | | — | | | | | | — | | | | | | 1,889,391 | | | | | | 1,889,391 | | |
| Disability | | | | | — | | | | | | — | | | | | | 1,889,391 | | | | | | 1,889,391 | | |
| Catherine Hastings | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 846,667 | | | | | $ | 55,849 | | | | | $ | 803,972 | | | | | $ | 1,706,488 | | |
|
Qualifying Termination (within two years of a “change of
control”) |
| | | | 846,667 | | | | | | 55,849 | | | | | | 1,090,631 | | | | | | 1,993,147 | | |
| Qualifying Retirement | | | | | — | | | | | | — | | | | | | 1,090,631 | | | | | | 1,090,631 | | |
| Death | | | | | — | | | | | | — | | | | | | 1,090,631 | | | | | | 1,090,631 | | |
| Disability | | | | | — | | | | | | — | | | | | | 1,090,631 | | | | | | 1,090,631 | | |
| Brian Wolfe | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Qualifying Termination (other than within two years of a “change of control”)
|
| | | $ | 833,333 | | | | | $ | 47,816 | | | | | $ | 847,936 | | | | | $ | 1,729,085 | | |
|
Qualifying Termination (within two years of a “change of
control”) |
| | | | 833,333 | | | | | | 47,816 | | | | | | 1,134,636 | | | | | | 2,015,785 | | |
| Qualifying Retirement | | | | | — | | | | | | — | | | | | | 1,134,636 | | | | | | 1,134,636 | | |
| Death | | | | | — | | | | | | — | | | | | | 1,134,636 | | | | | | 1,134,636 | | |
| Disability | | | | | — | | | | | | — | | | | | | 1,134,636 | | | | | | 1,134,636 | | |
|
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)
|
| | | | — | | | | | | — | | | | | | 748,457 | | |
|
Equity compensation plans not approved by stockholders
|
| | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 748,457 | | |
|
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percent of
All Shares(1) |
| ||||||
| Alan Gold(2) | | | | | 377,086 | | | | | | 2.2% | | |
| Paul Smithers(3) | | | | | 40,809 | | | | | | * | | |
| Gary Kreitzer(4) | | | | | 35,575 | | | | | | * | | |
| Catherine Hastings(5) | | | | | 15,907 | | | | | | * | | |
| Brian Wolfe(6) | | | | | 18,865 | | | | | | * | | |
| Scott Shoemaker(7) | | | | | 5,560 | | | | | | * | | |
| David Stecher(8) | | | | | 5,720 | | | | | | * | | |
| Mary Curran(9) | | | | | 1,805 | | | | | | * | | |
| All directors and officers as a group (eight persons) | | | | | 501,327 | | | | | | 2.9% | | |
| BlackRock, Inc.(10) | | | | | 1,961,264 | | | | | | 11.5% | | |
| Vanguard Group, Inc.(11) | | | | | 1,312,201 | | | | | | 7.7% | | |
By: |
|
By: |
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